-----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, BdUcouZy+rp63kzmnV4wwTXVcxB7WphRRR9ZWmtuyp+l/VJq2Yk3Zpnm7rlHSpb2 dw9t/rEjgwdIugUFktdrYw== 0000912057-97-016174.txt : 19970509 0000912057-97-016174.hdr.sgml : 19970509 ACCESSION NUMBER: 0000912057-97-016174 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FIRST BANKSHARES INC CENTRAL INDEX KEY: 0000857593 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 460391436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19368 FILM NUMBER: 97598121 BUSINESS ADDRESS: STREET 1: 520 MAIN AVENUE CITY: FARGO STATE: ND ZIP: 58124-0001 BUSINESS PHONE: 7012985600 MAIL ADDRESS: STREET 1: 520 MAIN AVENUE CITY: FARGO STATE: ND ZIP: 58124-0001 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K (MARK ONE) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE /X/ SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Transition period from _______________ to _______________ COMMISSION FILE NO. 0-19368 COMMUNITY FIRST BANKSHARES, INC. (Exact name of registrant as specified in its charter) DELAWARE 46-0391436 ---------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 520 MAIN AVENUE FARGO, ND 58124-0001 ------------------------------------------------------------ (Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (701) 298-5600 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.01 PAR VALUE 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK DEPOSITARY SHARES REPRESENTING 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK PREFERRED STOCK PURCHASE RIGHTS 8-7/8% CUMULATIVE CAPITAL SECURITIES, $25 LIQUIDATION AMOUNT* GUARANTEES RELATING TO CAPITAL SECURITIES*
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO -------- --------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / As of March 14, 1997, assuming as market value the price of $31.125 per share, the average between the high and low sale prices on the Nasdaq National Market, the aggregate market value of shares held by nonaffiliates was approximately $456 million. As of March 14, 1997, the Company had outstanding 17,183,660 shares of Common Stock, $.01 par value, net of treasury shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1996 Annual Report to Shareholders and the Proxy Statement for the Company's Annual Meeting of Shareholders to be held May 6, 1997, are incorporated by reference into Parts II and III, respectively, of this Form 10-K, to the extent described in such Parts. * The 8-7/8% Cumulative Capital Securities (the "Capital Securities") were issued by CFB Capital I ("CFB Capital"), a wholly owned Delaware business trust subsidiary of the Company. The Company has also fully and unconditionally guaranteed all of CFB Capital's obligations under the Capital Securities. ___________________________________________________ Part IV, Item 14 is hereby amended to read as follows: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) DOCUMENTS FILED AS PART OF THIS FORM 10-K: 1. FINANCIAL STATEMENTS. See Item 8, above. 2. FINANCIAL STATEMENT SCHEDULES. All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. 3. PRO FORMA FINANCIAL INFORMATION. None. (b) REPORTS ON FORM 8-K. None. On October 18, 1996, the Company filed a Form 8-K report describing under Item 5 the acquisition of Financial Bancorp, Inc. and certain recent litigation. (c) EXHIBITS. Exhibit Number Description ------ ----------- 2.1 Agreement and Plan of Merger dated as of August 12, 1994, between the Registrant and Minowa Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 [File No. 33-84746], as declared effective by the Commission on January 23, 1995). 2.2 Restated Agreement and Plan of Merger dated as of December 6, 1994, among the Registrant, Colorado Acquisition Corporation and First Community Bankshares, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K report of the Registrant dated January 20, 1995). 2.3 Agreement and Plan of Merger dated as of November 28, 1994, between the Registrant and Abbott Bank Group, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K report of the Registrant dated January 20, 1995). 2 Exhibit Number Description ------ ----------- 2.4 Master Agreement dated July 22, 1994, between the Registrant and Bank of Colorado Holding Company, including as Exhibit A the form of Purchase and Assumption Agreement executed by Colorado Community First State Bank of Steamboat Springs and Vail Bank (incorporated by reference to Exhibit 2.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 [the "1994 Form 10-K"]). 2.5 Stock Purchase Agreement dated as of June 7, 1995 by and among BNCCORP, Inc., Gregory Cleveland and Tracy Scott, and the Registrant relating to Farmers & Merchants Bank of Beach (incorporated by reference to Exhibit 2.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 [the "1995 Form 10-K"]). 2.6 Agreement and Plan of Merger dated as of March 8, 1996 among the Registrant, Trinidad Acquisition Corporation and Financial Bancorp, Inc. (the holding company for Trinidad National Bank) (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 [File No. 333- 6239], as declared effective by the Commission on August 9, 1996). 2.7 Agreement and Plan of Reorganization dated as of June 25, 1996 between the Registrant and Mountain Parks Financial Corp. (incorporated by reference to the Appendix to the Registrant's Joint Proxy Statement with Mountain Parks Financial Corp. included in the Registration Statement on Form S-4 [File No. 333-14439], as declared effective by the Commission on November 7, 1996). 2.8 Stock Purchase Agreement dated as of February 18, 1997 by and among the Registrant, KeyCorp and Key Bank of the Rocky Mountains, Inc. (the holding company for KeyBank National Association (Wyoming)). 3.1 Restated Certificate of Incorporation of the Registrant, as amended by a Certificate of Amendment filed with the Delaware Secretary of State on December 18, 1996. (1) 3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 [File No. 33-41246], as declared effective by the Commission on August 13, 1991 [the "1991 S-1"]). 4.1 Certificate of Designations, Preferences and Rights of 7% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 [File No. 33-77398], as declared effective by the Securities and Exchange Commission on May 4, 1994 [the "1994 Form S-3"]). 4.2 Deposit Agreement dated as of May 4,1994, by and among the Registrant, Norwest Bank Minnesota, National Association, as Depositary, and the Holders, from time to time, of the Depositary Receipts (incorporated by reference to Exhibit 4.2 to the 1994 Form S-3). 4.3 Form of Rights Agreement dated as of January 5, 1995, between the Registrant, and Norwest Bank Minnesota, National Association, which includes as Exhibit B thereto the form of 3 Exhibit Number Description ------ ----------- Rights Certificate (incorporated by reference to Exhibit 1 to the Form 8-A report dated January 6, 1995). 10.1 1996 Annual Incentive Plan for Holding Company Management.(1)* 10.2 Restated 1987 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-8 [File No. 33-46744], as declared effective by the Commission on May 6, 1992).* 10.3 Form of Tax Sharing Agreement between the Registrant and each of its subsidiary Banks (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 [the "1995 Form 10-K"]). 10.4 Form of Service Agreement for Data Processing between Community First Service Corporation and each of the subsidiary Banks of the Registrant (incorporated by reference to Exhibit 10.4 to the 1995 Form 10-K). 10.5 Form of Bank Services Agreement between the Registrant and each of its subsidiary Banks (incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K). 10.6 Form of Agency Agreement between the Registrant and each of its subsidiary Banks, and Assignment of Agency Agreement and Second Assignment of Agency Agreement, which assign the Registrant's interest in the Agency Agreement to Community First Financial, Inc. (relating to the Registrant's subsidiary Banks) (incorporated by reference to Exhibit 10.6 to the 1995 Form 10-K). 10.7 Real Property Lease dated May 1991 among Richard A. Hentges, HLS Associates and the Registrant relating to the Registrant's previous corporate offices (incorporated by reference to Exhibit 10.24 to the 1991 S-1). 10.8 Office Lease Agreement dated October 18, 1988, between Dacotah Prairie Associates and Community First Service Corporation, and addendum to Office Lease Agreement dated April 30, 1991 \ (incorporated by reference to Exhibit 10.25 to the 1991 S-1). 10.9 Lease Agreement dated November 8, 1988, between Winthrop Resources Corp. and Community First Service Corporation (incorporated by reference to Exhibit 10.26 to the 1991 S-1). 10.10 Lease dated April 27, 1993, between Community First Properties, Inc. (formerly Fargo Tower Partners) and the Registrant (incorporated by reference to Exhibit 10.11 to the 1994 10-K). 10.11 Letter Agreement dated May 11, 1995 by and between the Registrant and Norwest Bank Minnesota, N.A. (incorporated by reference to Exhibit 10.11 to the 1995 Form 10-K). 4 Exhibit Number Description ------ ----------- 10.12 Promissory Note dated December 21, 1995, issued to Norwest Bank Minnesota, National Association, in the principal amount of $26,000,000 (incorporated by reference to Exhibit 10.12 to the 1995 Form 10-K). 10.13 Letter Agreement dated May 11, 1995, by and between the Registrant and Harris Trust and Savings Bank regarding $10,000,000 Line of Credit (incorporated by reference to Exhibit 10.13 to the 1995 Form 10-K). 10.14 Form of Indemnification Agreement entered into by and between the Registrant and the Registrant's officers and directors (incorporated by reference to Exhibit 10.33 to the 1993 Form 10-K). 10.15 1996 Stock Option Plan, as approved by the Board of Directors on February 6, 1996 (incorporated by reference to Exhibit 10.15 to the 1995 Form 10-K).* 13.1 Annual Report to Shareholders (1). 21.1 Subsidiaries of the Registrant (1). 23.1 Consent of Ernst & Young LLP (1). 27.1 Financial Data Schedule. ________________ * Executive compensation plans and arrangements. (1) Filed previously as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1996. SIGNATURES Pursuant to the requirements of section 13 or 15(d) 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. COMMUNITY FIRST BANKSHARES, INC. ("Registrant") Dated: May 7, 1997 By /s/ Mark A. Anderson ------------------------------ Mark A. Anderson Executive Vice President and Chief Financial Officer EX-27 2 EXHIBIT 27, FDS
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT IN FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 175,732 3,598 3,600 0 506,888 222,348 223,200 2,064,108 26,215 3,116,398 2,537,440 169,265 117,061 46,750 0 22,988 172 244,399 3,116,398 183,530 44,936 960 229,426 81,655 95,234 134,192 6,757 93 104,288 50,517 32,510 0 0 32,510 1.85 1.79 0 12,796 1,956 267 0 22,712 4,971 933 26,215 0 0 0
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