SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 5, 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 (IRS employer
of incorporation) file number) identification no.)
601 Second Avenue, 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 5. Other Events.
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On November 5, 1995, the Board of Directors of First Bank System, Inc. (the
"Company") authorized the execution of Amendment No. 3 to Rights Agreement (the
"Amendment"), dated November 9, 1995, between the Company and First Chicago
Trust Company of New York (formerly Morgan Shareholder Services Trust Company)
(the "Rights Agent"), which amended the Rights Agreement, dated as of December
21, 1988, between the Company and the Rights Agent, as amended by Amendment No.
1 to Rights Agreement, dated as of May 30, 1990, and by Amendment No. 2 to
Rights Agreement, dated as of February 17, 1993 (such agreement, as so amended,
the "Rights Agreement"). The amendments to the Rights Agreement set forth in the
Amendment are described below. The Rights Agreement, as amended by the
Amendment, sets forth the description and the terms of the rights held by
holders of the Company's common stock, par value $1.25 per share, to purchase
one one-hundredth share of Junior Participating Preferred Stock. Terms used
herein but not defined herein have the meanings ascribed to them in the Rights
Agreement.
Section 1(a) of the Rights Agreement was amended by modifying the
definition of "Acquiring Person" to exclude from such definition First
Interstate Bancorp, a Delaware corporation ("First Interstate"), and its
Affiliates and Associates (each, a "First Interstate Party"), but only if and
for so long as (1) First Interstate is in compliance with all material terms,
conditions and obligations imposed upon it by the Agreement and Plan of Merger,
dated as of November 5, 1995, by and among the Company, Eleven Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Company, and
First Interstate, as the same may be amended from time to time (the "Merger
Agreement"), and the Stock Option Agreement, dated November 5, 1995, between
First Interstate, as grantee, and the Company, as issuer, as the same may be
amended from time to time (the "Parent Stock Option Agreement"), and (2) no
First Interstate Party is the Beneficial Owner of any Common Shares of the
Company then outstanding other than: (a) Common Shares of the Company of which
any First Interstate Party is or becomes the Beneficial Owner by reason of the
approval, execution or delivery of the Merger Agreement or the Parent Stock
Option Agreement or by reason of the consummation of any transaction
contemplated in the Merger Agreement, the Parent Stock Option Agreement or both;
(b) Common Shares of the Company of which any First Interstate Party is the
Beneficial Owner on November 9, 1995; (c) Common Shares of the Company of which
any First Interstate Party becomes the Beneficial Owner after November 9, 1995;
provided, that the aggregate number of Common Shares of the Company which may be
Beneficially Owned by the First Interstate Parties pursuant to this clause (c)
shall not exceed 5% of the Common Shares of the Company outstanding; (d) Common
Shares of the Company acquired in satisfaction of debts contracted prior to
November 9, 1995, by any First Interstate Party in good faith in the ordinary
course of such First Interstate Party's banking business; (e) Common Shares of
the Company held by any First Interstate Party in a bona fide fiduciary or
depository capacity; and (f) Common
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Shares of the Company owned in the ordinary course of business by either (i) an
investment company registered under the Investment Company Act of 1940, as
amended, or (ii) an investment account, for either of which any First Interstate
Party acts as investment advisor.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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The following exhibit is filed with this report:
Exhibit No. Description
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4.1 Amendment No. 3 to Rights Agreement, dated November 9, 1995,
between First Bank System, Inc. and First Chicago Trust Company
of New York, as Rights Agent.
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.
FIRST BANK SYSTEM, INC.
/s/ David J. Parrin
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David J. Parrin
Senior Vice President and Controller
Dated: November 15, 1995
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amendment No. 3 to Rights Agreement, dated November 9, 1995,
between First Bank System, Inc. and First Chicago Trust Company
of New York, as Rights Agent.