-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P/7D2gKCpahZO3oJZ2IV4VsUO5GVKS7YW1idKhFezjX70lCpO1x+yzG0S6rzOHuG rFt/7NlUQRwwjHXxe1nX0w== 0000898822-97-000711.txt : 19970804 0000898822-97-000711.hdr.sgml : 19970804 ACCESSION NUMBER: 0000898822-97-000711 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970801 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08269 FILM NUMBER: 97649611 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 2: 601 2ND AVENUE SOUTH-FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP /OR/ CENTRAL INDEX KEY: 0000101542 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 930571730 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 SW FIFTH AVE T-2 STREET 2: SUITE 3500 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032756111 MAIL ADDRESS: STREET 1: 111 S W FIFTH AVENUE T-2 STREET 2: C/O CORPORATE SECRETARY DIVISION CITY: PORTLAND STATE: OR ZIP: 97204 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 First Bank System, Inc. (Name of Issuer) Common Stock, Par Value $1.25 Per Share (Title of Class of Securities) 319279105 (CUSIP Number) Dwight V. Board, Esq. Executive Vice President, General Counsel and Secretary U. S. Bancorp 111 S.W. Fifth Avenue Portland, Oregon 97204 (503) 275-6111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1997 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Sched- ule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-- 1(b)(3) or (4), check the following box: [__] 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON U. S. Bancorp I.R.S. Identification No. 93-0571730 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) [__] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Oregon NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 -2- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER- SON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON HC, CO -3- This Amendment No. 1 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on March 28, 1997 (the "Schedule 13D") by U. S. Bancorp. This Amendment No. 1 is filed with respect to the shares of common stock, par value $1.25 per share (the "FBS Common Stock"), of First Bank System, Inc. ("FBS"). Unless otherwise defined herein, all capitalized terms shall have the meanings given such terms in the Schedule 13D. Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: Item 5. Interest in Securities of the Issuer. The merger (the "Merger") of U. S. Bancorp with and into FBS (in connection with which the name of FBS was changed to "U.S. Bancorp") was consummated on August 1, 1997. The option granted by FBS to U. S. Bancorp, pur- suant to which U. S. Bancorp had the right, upon the occurrence of certain events, to purchase from FBS up to 26,551,018 shares of FBS Common Stock for $77.50 per share, terminated according to its terms at the effective time of the Merger. Also in connection with the consummation of the Merger, the subsidiaries of U. S. Bancorp that held 26,036 shares of FBS Common Stock in a fiduciary ca- pacity became, as a result of such Merger, subsid- iaries of FBS. -4- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. August 1, 1997 U. S. BANCORP /s/ Dwight V. Board Dwight V. Board Executive Vice President, General Counsel and Secretary -5- -----END PRIVACY-ENHANCED MESSAGE-----