SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 1997
FIRST BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6880 41-0255900
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
First Bank Place, 601 Second Avenue South
Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 973-1111
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
(a) On March 19, 1997, First Bank System, Inc., a Delaware corporation ("FBS"),
and U.S. Bancorp, an Oregon corporation ("USBC"), entered into an Agreement and
Plan of Merger, dated as of March 19, 1997 (the "Merger Agreement"). The Merger
Agreement provides for the merger (the "Merger") of USBC with and into FBS,
subject to, among other customary conditions, the affirmative vote of a majority
of the outstanding shares of common stock of each of USBC and FBS, and various
regulatory approvals.
Pursuant to the Merger Agreement, (i) each outstanding share of USBC common
stock, par value $5.00 per share (the "USBC Common Stock"), would be converted
into the right to receive 0.755 shares of FBS Common Stock, par value $1.25 per
share (the "FBS Common Stock"), and (ii) each outstanding share of USBC 8 1/8%
Cumulative Preferred Stock, liquidation preference $25 per share, would be
converted into one share of new preferred stock of FBS with substantially
identical terms. Pursuant to the Merger Agreement, FBS has agreed to change its
name to U.S. Bancorp as of the effective time of the Merger.
John F. Grundhofer will continue as President and Chief Executive Officer
of the combined company. Gerry B. Cameron, Chairman and Chief Executive Officer
of USBC, will become Chairman of the combined company for a term extending
through December 31, 1998. The combined company will continue to be
headquartered in Minneapolis, Minnesota.
The Press Release jointly issued by USBC and FBS on the date hereof
announcing the Merger is included as Exhibit 99.1 hereto and is incorporated
herein by reference.
(b) In connection with the execution of the Merger Agreement, on March 20,
1997, FBS and USBC entered into a Stock Option Agreement, dated as of March 20,
1997 (the "USBC Option Agreement"), pursuant to which USBC granted FBS the right
to purchase up to 19.9% of the shares of USBC Common Stock at a price of $47.75
per share upon the occurence of certain events described therein relating
generally to the acquisition of USBC by a third party.
Under certain circumstances, FBS may surrender the USBC Option Agreement in
exchange for a payment of $200 million. The maximum total profit FBS may
realize pursuant to the USBC Option Agreement is $300 million.
(c) In connection with the execution of the Merger Agreement, on March 20,
1997, FBS and USBC also entered into a Stock Option Agreement, dated as of March
20, 1997 (the "FBS Option Agreement"), pursuant to which FBS granted
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USBC the right to purchase up to 19.9% of the shares of FBS Common Stock at a
price of $77.50 per share upon the occurrence of certain events described
therein relating generally to the acquisition of FBS by a third party.
Under certain circumstances, USBC may surrender the FBS Option Agreement in
exchange for a payment of $200 million. The maximum total profit USBC may
realize pursuant to the FBS Option Agreement is $300 million.
(d) Exhibit 99.2 hereto contains investor presentation materials to be used by
FBS at a presentation for analysts and investors on the date hereof relating to
the Merger, and such materials are incorporated herein by reference. The
presentation materials include forward-looking statements regarding each of FBS,
USBC and the combined company following the Merger. The presentation materials
also include a cautionary statement regarding factors which may cause actual
results of operations to vary materially from the forward-looking statements
contained therein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by U.S. Bancorp and First Bank System, Inc. on
March 20, 1997.
99.2 Investor presentation materials to be used by FBS at a presentation
for analysts and investors on March 20, 1997 relating to the Merger.
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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: March 20, 1997 FIRST BANK SYSTEM, INC.
(Registrant)
By: /s/ David J. Parrin
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Name: David J. Parrin
Title: Senior Vice President and Controller
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EXHIBIT INDEX
99.1 Press Release issued by U.S. Bancorp and First Bank System, Inc. on
March 20, 1997.
99.2 Investor presentation materials to be used by FBS at a presentation
for analysts and investors on March 20, 1997 relating to the Merger.