UNITED STATES
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): AUGUST 6, 1995
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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 (I.R.S. Employer
of Incorporation) 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
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 2. On August 6, 1995, First Bank System, Inc. ("FBS") and FirsTier
Financial, Inc. ("FFI") entered into an Agreement of Merger and
Consolidation (the "Merger Agreement"), pursuant to which FFI will be
merged into FBS. In connection with the merger, each outstanding share
of Common Stock of FFI will be converted into .8829 shares of Common
Stock of FBS. The merger will be accounted for as a purchase.
In connection with the Merger Agreement, FBS and FFI entered into a
Stock Option Agreement pursuant to which FBS has the right to purchase
up to 19.9 percent of FFI's outstanding Common Stock at a price of
$37.00 per share if, under certain circumstances, FFI enters into (or
the FFI Board of Directors recommends that the FFI stockholders approve
or accept) an agreement to be merged with or acquired by a third party
(including the acquisition of 20 percent or more of FFI's outstanding
Common Stock) or a third party acquires 20 percent or more of the
outstanding FFI Common Stock.
The merger is subject to various conditions, including the approval of
the stockholders of FFI and required regulatory approvals.
The Merger Agreement and the Stock Option Agreement are attached hereto
as Exhibits 2.1 and 2.2 and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
As permitted by Item 7 of Form 8-K, because it is impracticable to file
the required historical financial statements of FFI and the required pro
forma financial information reflecting the acquisition of FFI on the
filing date of this Form 8-K, such information will be filed not later
than 60 days after the filing date of this Form 8-K.
(c) Exhibits
2.1 Agreement of Merger and Consolidation, dated August 6, 1995, by
and between First Bank System, Inc. and FirsTier Financial,
Inc. Omitted from this Exhibit, as filed, are the schedules and
exhibits referenced in such agreement. FBS will furnish
supplementally a copy of any such exhibits to the Commission
upon receipt.
2.2 Stock Option Agreement, dated August 7, 1995, by and between
First Bank System, Inc. and FirsTier Financial, Inc.
SIGNATURE
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, thereunto duly authorized.
FIRST BANK SYSTEM, INC.
Date: August 18, 1995 By /s/ David J. Parrin
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David J. Parrin
Senior Vice President & Controller