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): NOVEMBER 15, 1995
-----------------
FIRST BANK SYSTEM, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-6880 41-0255900
-------- ------ ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-973-1111
------------
NOT APPLICABLE
--------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
-------------
On November 5, 1995, First Bank System, Inc., a Delaware
corporation ("FBS"), and First Interstate Bancorp, a Delaware
corporation ("FI"), entered into an Agreement and Plan of Merger,
pursuant to which a wholly owned acquisition subsidiary of FBS will be
merged with and into First Interstate.
In connection therewith, FBS hereby files as exhibits to this Form
8-K, which exhibits are incorporated herein by reference, certain
historical financial statements of FI and subsidiaries and pro forma
financial information. The information included in such exhibits is as
follows:
99.1 Financial Statements of First Interstate Bancorp and Subsidiaries:
Consolidated Balance Sheet as of December 31, 1994 and
December 31, 1993
Consolidated Statement of Operations for the years ended
December 31, 1994, 1993 and 1992
Consolidated Statement of Cash Flows for the years ended
December 31, 1994, 1993 and 1992
Statement of Shareholders' Equity for the years ended
December 31, 1994, 1993 and 1992
Notes to Financial Statements for the years ended December
31, 1994, 1993 and 1992
Report of Independent Auditors
Consolidated Balance Sheet - September 30, 1995 (unaudited)
Consolidated Statement of Income - Nine months ended
September 30, 1995 and 1994 (unaudited)
Consolidated Statement of Cash Flows - Nine months ended
September 30, 1995 and 1994 (unaudited)
Consolidated Statement of Shareholders' Equity - Nine
months ended September 30, 1995 (unaudited)
Notes to Consolidated Financial Statements - September 30,
1995 (unaudited)
99.2 Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet at
September 30, 1995
Unaudited Pro Forma Condensed Combined Statements of
Income - Nine months Ended September 30, 1995 and Years
Ended December 31, 1994, 1993 and 1992
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
-----------------------------------------------------------------
(c) Exhibits
23.1 Consent of Ernst & Young LLP
99.1 Financial Statements of First Interstate Bancorp and Subsidiaries
99.2 Pro Forma Financial Information
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 hereunto duly authorized.
FIRST BANK SYSTEM, INC.
By /s/ David J. Parrin
-------------------
David J. Parrin
Senior Vice President and Controller
DATE: November 15, 1995
INDEX TO EXHIBITS
PAGE
----
23.1 Consent of Ernst & Young LLP
99.1 Financial Statements of First Interstate Bancorp and
Subsidiaries
99.2 Pro Forma Financial Information