SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 11, 1995
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.)
First Bank Place, 601 Second Avenue South 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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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 49 Pages
Exhibit Index on Page 4
Item 5. Other Events.
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First Bank System, Inc. (the "Company") has entered into an
Underwriting Agreement, dated September 6, 1995, with Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Lehman
Brothers Inc., Dain Bosworth Incorporated and Piper Jaffray Inc. for the public
offering of $250,000,000 aggregate principal amount of its 6-7/8% Subordinated
Notes due September 15, 2007 (the "Notes") to be issued pursuant to that certain
Indenture dated as of October 1, 1991 between the Company and Citibank, N.A., as
Trustee, as amended by the First Supplemental Indenture dated as of April 1,
1993 (as so amended, the "Indenture") and the Officers' Certificate dated
September 11, 1995, pursuant to Sections 201 and 301 of the Indenture. The
Notes have been registered under the Securities Act of 1933, as amended, by
registration statement on Form S-3, File No. 33-58521.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Underwriting Agreement, dated September 6, 1995, between the Company
and Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc., Dain Bosworth
Incorporated and Piper Jaffray Inc.
4.2 Officers' Certificate dated September 11, 1995 pursuant to Sections
201 and 301 of the Indenture dated as of October 1, 1991, as amended
by a First Supplemental Indenture dated as of April 1, 1993, between
the Company and Citibank, N.A., as Trustee (excluding exhibits
thereto).
4.3 Specimen Note.
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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: September 11, 1995
FIRST BANK SYSTEM, INC.
By /s/ David J. Parrin
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David J. Parrin
Senior Vice President & Controller
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INDEX TO EXHIBITS
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(c) Exhibits Page No.
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1.1 Underwriting Agreement, dated September 6, 1995, between
the Company and Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Lehman Brothers Inc., Dain Bosworth Incorporated and
Piper Jaffray Inc...............................................
4.2 Officers' Certificate dated September 11, 1995 pursuant to
Sections 201 and 301 of the Indenture dated as of October 1,
1991, as amended by a First Supplemental Indenture dated as
of April 1, 1993, between the Company and Citibank, N.A.,
as Trustee (excluding exhibits).................................
4.3 Specimen Note...................................................
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