FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
__________________
Date of Report (Date of earliest event reported): December 13, 1995
__________________
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6880 41-0255900
--------- ------ ----------
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
601 Second Avenue South, Minneapolis, Minnesota 55402
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 973-1111
ITEM 5. OTHER EVENTS.
As described herein, First Bank System, Inc. ("FBS") has had a
continuing, publicly announced stock repurchase program throughout 1993, 1994
and 1995. As publicly reported in its Annual Reports on Form 10-K for the
years ended December 31, 1993 and December 31, 1994, FBS repurchased 6.2 and
6.3 million shares in 1993 and 1994, respectively. In addition, FBS
announced on January 19, 1995 and February 15, 1995 that it intended to
repurchase 2 million and 14 million of the shares of its common stock ("FBS
Common Stock") respectively, by the end of 1996. These programs were
subsequently described in FBS's Quarterly Reports on Form 10-Q for the first
and second quarters of 1995 and in its press releases announcing first and
second quarter financial results. More recently, on October 10, 1995, FBS
further announced that it had repurchased 4.3 million shares in the third
quarter of 1995 pursuant to its repurchase programs and special repurchases
in connection with the proposed acquisition of FirsTier Financial, Inc.
("FirsTier"). FBS further announced that it expected to repurchase up to an
aggregate of 24.3 million shares during 1995 and 1996 as a result of these
previously announced repurchase programs.
FBS reconfirmed its intention to continue such stock repurchases at
the November 6, 1995 analysts' meeting in connection with the announcement of
the merger (the "Merger") of FBS and First Interstate Bancorp ("First
Interstate"), and in the November 6, 1995 joint press release announcing the
Merger, which was also filed as an exhibit to FBS's Current Report on Form
8-K filed on November 13, 1995. FBS's Quarterly Report on Form 10-Q filed on
November 13, 1995 and FBS's registration statement on Form S-4 filed on
November 20, 1995 with respect to the Merger each also contains references to
such intended repurchases.
As publicly reported in FBS's 1995 Quarterly Reports on Form 10-Q,
FBS repurchased 1,040,475, 2,644,410 and 4,306,620 shares of FBS Common
Stock in the first, second and third quarters of 1995, respectively.
Continuing this pattern, FBS expects to repurchase up to approximately 4
million shares in the fourth quarter of 1995, 3,507,411 of which have been
repurchased as of December 12, 1995.
FBS believes that its active share repurchase programs provide an
effective long-term means of implementing FBS's capital management goal of
returning to its stockholders excess capital that may result from future
earnings. Repurchase are assumed in the forecasted results describing the
Merger. FBS will not, however, purchase treasury shares under its existing
authorizations within 90 days of consummation of the Merger.
The following table sets forth the repurchases by FBS of shares of
FBS Common Stock during 1995, through December 12, 1995. Transactions
indicated by an asterisk (*) were unsolicited private transactions. All
other transactions were ordinary brokerage transactions effected on a
national securities exchange.
(continued...)
Date/Period of
Transaction Number of Shares
- -------------- ----------------
January 3, 1995 0
January 4, 1995 0
January 5, 1995 0
January 6, 1995 0
January 9, 1995 0
January 10, 1995 0
January 11, 1995 0
January 12, 1995 0
January 13, 1995 0
January 16, 1995 0
January 17, 1995 0
January 18, 1995 0
January 19, 1995 0
January 20, 1995 0
January 23, 1995 0
January 24, 1995 0
January 25, 1995 0
January 26, 1995 0
January 27, 1995 0
January 30, 1995 0
January 31, 1995 0
February 1, 1995 0
February 2, 1995 0
February 3, 1995 0
February 6, 1995 0
February 7, 1995 8,245*
February 7, 1995 991,755*
February 8, 1995 0
February 9, 1995 0
February 10, 1995 0
February 13, 1995 0
February 14, 1995 0
February 15, 1995 0
February 16, 1995 0
February 17, 1995 0
February 21, 1995 0
February 22, 1995 0
February 23, 1995 0
February 24, 1995 0
February 27, 1995 1,083*
February 28, 1995 0
March 1, 1995 0
March 2, 1995 0
March 3, 1995 11,329*
March 6, 1995 0
March 7, 1995 0
March 8, 1995 0
March 9, 1995 0
March 10, 1995 0
March 13, 1995 10,581*
(...continued)
Date/Period of
Transaction Number of Shares
- -------------- ----------------
March 14, 1995 0
March 15, 1995 0
March 16, 1995 0
March 17, 1995 0
March 20, 1995 0
March 21, 1995 3,196*
March 22, 1995 0
March 23, 1995 0
March 24, 1995 0
March 27, 1995 0
March 28, 1995 0
March 29, 1995 0
March 30, 1995 0
March 31, 1995 0
- -----------------------------------------------------------------
1st quarter total: 1,026,189
April 3, 1995 0
April 4, 1995 0
April 5, 1995 0
April 6, 1995 0
April 7, 1995 0
April 10, 1995 0
April 11, 1995 0
April 12, 1995 0
April 13, 1995 0
April 14, 1995 0
April 17, 1995 25,200
April 17, 1995 12,983*
April 18, 1995 20,000
April 19, 1995 15,000
April 20, 1995 0
April 21, 1995 0
April 24, 1995 0
April 25, 1995 0
April 26, 1995 10,000
April 27, 1995 0
April 28, 1995 0
May 1, 1995 65,000
May 2, 1995 100,000
May 3, 1995 50,000
May 3, 1995 696,856*
May 3, 1995 303,144*
May 4, 1995 0
May 5, 1995 0
May 8, 1995 0
May 9, 1995 0
May 10, 1995 0
May 11, 1995 0
May 12, 1995 0
May 15, 1995 0
May 16, 1995 0
(continued...)
Date/Period of
Transaction Number of Shares
- -------------- ----------------
May 17, 1995 0
May 18, 1995 0
May 19, 1995 0
May 22, 1995 0
May 23, 1995 0
May 24, 1995 0
May 25, 1995 1,000,000*
May 26, 1995 0
May 29, 1995 0
May 30, 1995 0
May 31, 1995 0
June 1, 1995 0
June 2, 1995 2,068*
June 5, 1995 0
June 6, 1995 187,032*
June 7, 1995 0
June 8, 1995 16,827*
June 9, 1995 0
June 12, 1995 0
June 13, 1995 0
June 14, 1995 0
June 15, 1995 0
June 16, 1995 0
June 19, 1995 0
June 20, 1995 0
June 21, 1995 0
June 22, 1995 0
June 23, 1995 0
June 26, 1995 0
June 27, 1995 0
June 28, 1995 0
June 29, 1995 100,000
June 30, 1995 40,300
- -----------------------------------------------------------------
2nd quarter total: 2,644,410
July 3, 1995 0
July 4, 1995 0
July 5, 1995 85,000
July 6, 1995 335,000
July 7, 1995 100,000
July 10, 1995 160,700
July 11, 1995 0
July 12, 1995 0
July 13, 1995 0
July 14, 1995 0
July 17, 1995 0
July 18, 1995 0
July 19, 1995 0
July 20, 1995 0
July 21, 1995 0
(...continued)
Date/Period of
Transaction Number of Shares
- -------------- ----------------
July 24, 1995 0
July 25, 1995 0
July 26, 1995 0
July 27, 1995 0
July 28, 1995 0
July 31, 1995 0
August 1, 1995 0
August 2, 1995 0
August 3, 1995 0
August 4, 1995 0
August 7, 1995 0
August 8, 1995 3,000*
August 9, 1995 58,500
August 10, 1995 65,000
August 11, 1995 25,000
August 14, 1995 351,500
August 15, 1995 25,000
August 16, 1995 0
August 17, 1995 501,900
August 18, 1995 0
August 21, 1995 0
August 22, 1995 35,000
August 23, 1995 0
August 24, 1995 67,000
August 25, 1995 0
August 28, 1995 0
August 29, 1995 200,000
August 30, 1995 143,200
August 30, 1995 37,766*
August 31, 1995 0
September 1, 1995 0
September 4, 1995 0
September 5, 1995 0
September 6, 1995 0
September 7, 1995 100,000
September 8, 1995 0
September 11, 1995 40,500
September 12, 1995 0
September 13, 1995 0
September 14, 1995 60,000
September 14, 1995 1,000,000*
September 15, 1995 0
September 18, 1995 0
September 19, 1995 150,000*
September 20, 1995 0
September 21, 1995 0
September 22, 1995 250,000
September 25, 1995 84,600
September 26, 1995 0
September 27, 1995 299,000
September 27, 1995 128,954*
(continued...)
Date/Period of
Transaction Number of Shares
- -------------- ----------------
September 28, 1995 0
September 29, 1995 0
- -----------------------------------------------------------------
3rd quarter total: 4,306,620
October 2, 1995 0
October 3, 1995 0
October 4, 1995 0
October 5, 1995 0
October 6, 1995 0
October 9, 1995 0
October 10, 1995 0
October 11, 1995 0
October 12, 1995 0
October 13, 1995 0
October 16, 1995 0
October 17, 1995 0
October 18, 1995 13,011*
October 19, 1995 0
October 20, 1995 0
October 23, 1995 0
October 24, 1995 0
October 25, 1995 0
October 26, 1995 0
October 27, 1995 0
October 30, 1995 0
October 31, 1995 0
November 1, 1995 0
November 2, 1995 0
November 3, 1995 0
November 6, 1995 0
November 7, 1995 900,100
November 8, 1995 334,000
November 9, 1995 461,100
November 10, 1995 324,000
November 13, 1995 0
November 14, 1995 256,100
November 15, 1995 187,600
November 16, 1995 175,000
November 17, 1995 102,500
November 20, 1995 0
November 21, 1995 0
November 22, 1995 75,000
November 23, 1995 0
November 24, 1995 10,000
November 27, 1995 55,000
November 28, 1995 50,000
November 29, 1995 0
November 30, 1995 74,000
December 1, 1995 45,000
December 4, 1995 0
December 5, 1995 95,000
December 6, 1995 140,000
December 7, 1995 60,000
December 8, 1995 55,000
December 11, 1995 20,000
December 12, 1995 75,000
- -----------------------------------------------------------------
4th quarter to date: 3,507,411
Wells Fargo & Co. ("Wells") has asserted that the value of the FBS
Common Stock to be received by shareholders of First Interstate pursuant to
the Merger is overstated because of the FBS stock repurchases. The
information contained herein proves that the FBS stock repurchases are not a
clandestine, recently conceived, merger-related tactic, as Wells would
have First Interstate shareholders believe. In fact, FBS has conducted all
of its share repurchases in a manner calculated to avoid any issue of stock
manipulation.
In making all of its share repurchases, FBS strictly adheres to the
antimanipulation rules of the Securities and Exchange Commission (the "SEC"),
one of which provides a safe harbor against any claim of stock manipulation
if the purchases are limited in terms of timing, manner of execution and
other factors. In accordance with these rules, FBS does not make purchases
at the opening of any trading day or in the last 30 minutes of trading, does
not make any purchases on an "uptick," uses only one broker for such
purchases, and its purchases (excluding block purchases) do not constitute
more than one-quarter of the daily volume. Another of these rules limits the
time periods during which the repurchases must be made and expressly
prohibits repurchases during the pendency of merger proxy solicitations. In
imposing these cooling-off limitations, the rules expressly contemplate that
an issuer engaged concurrently in share repurchases and stock-for-stock
mergers will be required to concentrate its share repurchases to a limited
number of trading days, during which repurchase volumes often will be higher
than they otherwise would be if the cooling-off limitations did not apply.
These rules were adopted by the SEC expressly to ensure that the type of
manipulation Wells has accused FBS of conducting cannot occur. Even if
assertions made by Wells about the market effect of the FBS stock repurchases
were true (and they are not), any such effects would necessarily have
dissipated by the time First Interstate shareholders must determine whether
to approve the Merger or to accept the Wells proposal to acquire First
Interstate.
As a result of the application of the SEC rules to the FirsTier merger and
two other acquisitions by FBS, FBS was not permitted to engage in share
repurchases during a significant portion of the first three quarters of 1995.
Moreover, becasue of these rules, FBS was unable to make repurchases during
most of October and expects to be prohibited from making repurchases for a
portion of December, 1995 and January, 1996 during the solicitation period
for the FirsTier merger and will not be permitted to repurchase shares for a
period of at least one month prior to the meeting of First Interstate
shareholders with respect to the FBS/First Interstate merger. FBS also did
not engage in repurchases during the first week of November because of the
events leading to the execution of the merger agreement with First Interstate
on November 6.
For independent business and accounting reasons relating to the FirstTier
acquisition, FBS has decided to repurchase shares of FBS Common Stock, as
publicly announced. Prior to entering into the merger agreement with First
Interstate, FBS had planned to repurchase approximately 3,675,000 shares
during the fourth quarter of 1995, representing a reduction from the original
target of 3,975,000 shares corresponding to greater than targeted repurchases
in the third quarter. However, upon entering into the First Interstate
merger agreement, the fourth quarter target was increased to 4,500,000 shares
to take into account the fact that new cooling-off periods associated with the
First Interstate merger would further restrict the number of trading days in
1996 which would be available for FBS's previously planned share repurchases.
(...continued)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 13, 1995 FIRST BANK SYSTEM, INC.
By: /s/ David J. Parrin
-------------------------
David J. Parrin
Senior Vice President and
Controller