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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1997
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
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(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
PREFERRED STOCK PURCHASE RIGHTS
8-7/8% CUMULATIVE CAPITAL SECURITIES, $25 LIQUIDATION
AMOUNT*
8.20% CUMULATIVE CAPITAL SECURITIES, $25 LIQUIDATION
AMOUNT**
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
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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 6, 1998, assuming as market value the price of $52.75 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 $958 million.
As of March 6, 1998, the Company had outstanding 20,324,732 shares of Common
Stock, $.01 par value, net of treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders and the Proxy Statement for
the Company's Annual Meeting of Shareholders to be held April 28, 1998, 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 "CFB I Capital Securities")
were issued by CFB Capital I ("CFB Capital I"), a wholly owned Delaware business
trust subsidiary of the Company. The Company has also fully and unconditionally
guaranteed all of CFB Capital I's obligations under the CFB I Capital
Securities.
** The 8.20% Cumulative Capital Securities (the "CFB II Capital Securities")
were issued by CFB Capital II ("CFB Capital II"), a wholly owned Delaware
business trust subsidiary of the Company. The Company has also fully and
unconditionally guaranteed all of CFB Capital II's obligations under the CFB II
Capital Securities.
TABLE OF CONTENTS
Page No.
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PART I
Item 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . 15
Item 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . 15
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . 16
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS. . . . . . . . 16
Item 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . 16
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . 16
Item 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA. . . . . . . . . . . . . . . . . . 16
Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . 16
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT . . . . . . . . . . . . . . . . . . 17
Item 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . 17
Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT. . . . . . . . . . . 17
Item 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . 17
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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PART I
ITEM 1. BUSINESS
GENERAL
Community First Bankshares, Inc. (the "Company"), is a multi-bank holding
company that as of December 31, 1997 operated banks and bank branches (the
"Banks") in 109 communities in Arizona, Colorado, Iowa, Minnesota, Nebraska,
North Dakota, South Dakota, Wisconsin and Wyoming. Total assets of the Company
were approximately $4.9 billion as of December 31, 1997. The Company
completed a significant acquisition in January 1998 and currently has three
pending acquisitions. See "Pending Acquisitions" and "Recent Significant
Acquisitions."
The Banks are community banks that provide a full range of commercial and
consumer banking services primarily to individuals and businesses in small and
medium-sized communities and the surrounding market areas. The Company
encourages local autonomy by local Bank presidents, while providing to the Banks
the benefits of holding company affiliation. The Company maintains a subsidiary
bank phantom stock program, pursuant to which presidents of the subsidiary Banks
participate in the equity appreciation of their respective local Banks. The
Company believes this program is important to provide these individuals with a
direct incentive to improve the performance of their Banks.
COMMUNITY BANKING STRATEGY
The Company's strategy is to operate and continue to acquire banks and bank
branches in communities which generally have populations between 3,000 and
50,000 and are located in the Company's key target acquisition states of
Arizona, Colorado, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota,
South Dakota, Wisconsin and Wyoming, and additionally in the adjacent states of
Idaho, Illinois, Missouri, New Mexico, Oklahoma and Utah (this seventeen state
area is collectively referred to as the "Acquisition Area"). Such communities
are believed to provide the Company with the opportunity for a stable,
relatively low-cost deposit base. The individual banks and bank branches sought
to be acquired by the Company generally have approximately $20 million to $150
million in assets. The Company provides the Banks with the advantages of
affiliation with a multi-bank holding company, such as access to its lines of
financial services including trust products and administration, insurance and
investment services, data processing services, credit policy formulation and
review, investment management and specialized staff support. The Company grants
substantial autonomy to managers of the Banks with respect to day-to-day
operations, customer service decisions and marketing. The Banks are encouraged
to participate in community activities, support local charities and community
development, and otherwise enhance their images in their communities.
THE BANKS
The Banks provide a full range of commercial and consumer banking services
primarily to individuals and businesses in small and medium-sized communities
and the surrounding market areas. The Banks draw most of their deposits from
and make most of their loans within their respective market areas. The Banks
owned by the Company as of December 31, 1997, were located in Arizona, Colorado,
Iowa, Minnesota, Nebraska, North Dakota, South Dakota, Wisconsin and Wyoming.
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COMMUNITIES SERVED
The Banks, as of December 31, 1997, were located in communities with
populations ranging from approximately 200 to 20,000, except for Fargo, North
Dakota, Englewood, Colorado, a suburb of Denver, and Phoenix, Arizona. Each of
the Banks serves a market area with greater population because, in many cases,
there are few or no other financial institutions within a reasonable distance
from the community in which the Bank is located. The economies of the Banks'
communities, especially those in Nebraska, North Dakota and South Dakota, depend
primarily on farming, farm service and agricultural supply businesses.
Agriculture in these communities is affected by many factors beyond the control
of the Banks, including weather, governmental policies, fluctuating commodity
prices, demand and production and natural disasters. As with other small,
nonmetropolitan communities in the Upper Midwest, many of the communities in
which the Banks presently operate have experienced and are expected to
experience no growth or a decline in population. The Company has operated
profitably in these communities. However, if reductions in population or
adverse economic trends in specific communities result in decreased
profitability in the Banks or offices located in those communities, the Company
may consider selling such Banks or offices or reducing the level of services
provided in such communities.
ACQUISITION STRATEGY
The Company intends to continue its growth by making acquisitions of
community banks and other financial institutions in selected communities in the
Acquisition Area. The Company believes it is well-positioned to acquire and
profitably operate community banks because of its experience in operating
community banks, its ability to provide centralized management to those banks
and its access to capital. The Company believes many owners of community banks
are seeking to sell their banks for a variety of reasons, including lack of
shareholder liquidity, management succession problems, the difficulty of
compliance with current multiple-layered bank regulations and increasing
competition from non-bank organizations. The Company believes there are over
2,000 community banks that are possible acquisition candidates in the
Acquisition Area.
The Company competes with individuals and institutions, including major
regional bank holding companies, for suitable acquisition candidates within the
Acquisition Area. Acquisition competitors of the Company in the Acquisition
Area range from regional bank holding companies to individual bank owners who
own or control banks in the Acquisition Area. The process of industry
consolidation is likely to accelerate as a result of the adoption of the
Interstate Banking and Branching Efficiency Act of 1994 ("IBBEA"). The IBBEA
largely eliminated restrictions on interstate banking and since June 1, 1997,
has permitted interstate branching, subject to special "opt-in" and "opt-out"
provisions which states may enact by law. Most states have adopted
implementing legislation. Certain aspects of the IBBEA were clarified and
amended in 1997 with the passage of the Riegle-Neal Clarification Act. The
Economics and Growth Regulatory Paperwork Reduction Act of 1996 ("EGRPRA")
streamlined application processes and eased regulations in several areas
facilitating acquisitions and expansion of nonbanking activities. The effect of
this legislation is likely to both facilitate the Company's acquisitions and to
increase the number of potential acquirers of banks in the Acquisition Area.
The Company has established a due diligence review process to evaluate
acquisition targets and has established acquisition parameters for target
acquisitions relating to market factors, financial performance and certain
nonfinancial factors. Market factors considered by the Company include the
size and long-term viability of the community and market area served by the
target bank, the dominance of the acquisition target (which should be the
largest or second largest financial institution in the market) and the proximity
of other existing Banks owned by the Company. In exploring markets in regions
not currently served by the Company, management looks for similarities between
the new market areas and the Company's existing market areas in
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terms of culture and economic bases. Financial analyses performed by the
Company in evaluating acquisition prospects include review of historical
performance, comparison to peers and the Company's Banks in terms of key
operating performance ratios (including earnings, staffing and loan quality) and
target ratios. The Company determines the price it is willing to pay for an
institution based on, among other factors, the anticipated ten-year average
return on invested equity capital. Nonfinancial considerations in evaluating an
acquisition prospect include the quality of the management team's skill and the
demand on management resources to integrate the target institution. Finally,
each target acquisition must undergo an extensive review of loan asset quality,
operating procedures and deposit structure before the Company commits to a
purchase. The Company's level of future acquisitions will depend, in part, on
its ability to attract and retain management level employees capable of
performing efficient review of credit quality standards of proposed acquisition
candidates. Acquisition opportunities presented to the Company that have not
met the requirements described above have not been pursued.
Because of limited growth opportunities in many of the existing markets
served by the Company, management believes future growth in the business
earnings of the Company will largely depend on consummation of acquisitions
consistent with the Company's acquisition strategy. Successful completion of
acquisitions by the Company depends upon such factors as the availability of
suitable acquisition candidates, necessary regulatory approvals and necessary
approvals of holders of the Company's and other providers of credit, compliance
with applicable capital requirements and, in the case of expansion into new
states, the availability of additional management resources required to operate
banks in widely dispersed geographical areas.
PENDING ACQUISITIONS
The Company routinely solicits and reviews acquisition opportunities and,
at any given time, may have bids outstanding or may be involved in negotiations
with the owners of financial institutions or other parties relative to a
particular financial institution, its branches or its deposit accounts.
On January 12, 1998, the Company signed a definitive merger agreement with
FNB, Inc. ("FNB"), a two-bank holding company headquartered in Greeley,
Colorado. At December 31, 1997, FNB had total assets of $118 million and
offices in Greeley and Fort Collins, Colorado. To facilitate completion of the
transaction, which is expected to be accounted for using the pooling of
interests method of accounting, the Company will issue approximately 570,000
shares of common stock to holders of FNB common stock. The transaction is
subject to regulatory approval and is expected to close during the second
quarter of 1998.
On January 8, 1998, the Company signed a definitive merger agreement with
Community Bancorp, Inc. ("CBI"), a one-bank holding company headquartered in
Thornton, Colorado. At December 31, 1997, CBI had total assets of $78 million
and offices in Thornton and Arvada, Colorado. To facilitate completion of the
transaction, which is expected to be accounted for using the pooling of
interests method of accounting, the Company will issue approximately 452,000
shares of common stock to holders of CBI common stock. The transaction is
subject to regulatory approval and is expected to close during the second
quarter of 1998.
On November 7, 1997, the Company entered into an agreement to acquire
Pioneer Bank of Longmont, Longmont, Colorado ("Pioneer"). At December 31, 1997,
Pioneer had total assets of $130 million and five banking offices in four
Colorado communities. On completion of the merger and subject to adjustments
set forth in the acquisition agreement, the Company expects to issue
approximately 700,000 shares of its common stock to the holders of Pioneer
common stock. Completion of the acquisition is subject to regulatory approvals,
approval by the Pioneer shareholders and other conditions. The transaction is
anticipated to be completed during the second quarter of 1998 and is expected to
be accounted for as a pooling of interests.
6
RECENT SIGNIFICANT ACQUISITIONS
On January 23, 1998, the Company acquired 37 banking offices located in
Arizona, Colorado and Utah (the "Bank One Branches") from three subsidiary
banks of Banc One Corporation (the "Bank One Banks"). At closing, the Bank
One Branches had total deposits of approximately $730 million and loans of
approximately $61 million. The Company paid a purchase price premium of
approximately $43.8 million, equal to 6% of the deposits of the Bank One
Branches at closing. The acquisition was accounted for as an acquisition of
assets and assumption of liabilities and resulted in the recognition by the
Company of deposit-based intangibles in an amount equal to the purchase price
premium of approximately $43.8 million. Following the closing, the 25
Arizona offices and four Utah offices acquired from the Bank One Banks were
merged into the Republic bank in Phoenix, Arizona that was recently acquired
by the Company. The eight acquired Colorado offices were merged into the
Company's existing Colorado affiliate bank. In January 1998, the Company
signed an agreement to sell one of the former Bank One Branches located in
Colorado.
On December 1, 1997, the Company acquired First National Summit
Bankshares, Inc., Gunnison, Colorado ("Summit"), a bank holding company that
owned and operated a national bank with banking facilities in five Colorado
communities. At closing, Summit had total assets of approximately $90
million, total deposits of approximately $82 million and total stockholders'
equity of approximately $7 million. Upon completion of the merger, which was
accounted for as a pooling of interests, the Company issued approximately
314,800 shares of common stock to the former holders of Summit common stock
and paid approximately $1 million in cash to holders of Summit preferred
stock cancelled in the merger. The value of the Company's common stock
issued in the merger was approximately $15 million, based upon the trading
value of the Company's common stock determined pursuant to the merger
agreement.
On November 24, 1997, the Company acquired Republic National Bancorp,
Inc., Phoenix, Arizona ("Republic"), a bank holding company that owned and
operated a national bank in Phoenix, Arizona. At closing, Republic had total
assets of approximately $54 million, total deposits of approximately $49
million and total stockholders' equity of approximately $4 million. Upon
completion of the merger, which was accounted for as a pooling of interests,
the Company issued approximately 368,000 shares of common stock to the former
holders of Republic common stock. The value of the Company's common stock
issued in the merger was approximately $17.4 million, based upon the trading
value of the Company's common stock determined pursuant to the merger
agreement.
On July 14, 1997, the Company purchased KeyBank National Association,
Cheyenne, Wyoming ("KeyBank Wyoming"), from KeyCorp, its parent corporation,
("KeyCorp"), for a purchase price of $135 million. KeyBank Wyoming has been
renamed "Community First National Bank." At closing, KeyBank Wyoming had total
assets of approximately $1.1 billion and 28 banking offices located in 24
communities in Wyoming, including Cheyenne, Laramie, Casper, Sheridan and
Jackson. The Company believes its Wyoming banking network is the largest in
Wyoming, providing a full range of commercial and consumer banking services
throughout the state. The transaction was accounted for as a business
combination using the purchase method of accounting and resulted in the
recognition of goodwill by the Company of approximately $60 million.
On December 18, 1996, the Company acquired Mountain Parks Financial Corp.
("Mountain Parks"), a bank holding company that operated a state chartered bank
with full service commercial banking facilities in 17 Colorado communities. At
closing, Mountain Parks had total assets of approximately $600.0 million and
total stockholders' equity of approximately $60.9 million. Upon completion of
the merger, which was accounted for as a pooling of interest, the Company issued
approximately 5.2 million shares of common stock to the former holders of
Mountain Parks common stock. The market value of the Company's common stock
issued in the merger was approximately $142.2 million, based on the closing
price of the Company's common stock on the
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Nasdaq National Market on December 18, 1996. The Mountain Parks banking
offices are located in winter ski and summer recreational areas in the
Colorado mountains and in the greater Denver/Boulder metropolitan area.
Pursuant to commitments made with the Federal Reserve to address resulting
concentrations in certain Colorado banking markets, on April 4, 1997, the
Company sold Mountain Parks banking offices in two Colorado communities.
ADMINISTRATION OF BANKS
The Company provides policy and management direction and specialized staff
support in general areas while relying on Bank managers for day-to-day
operations, customer service decisions and community relations. The Company is
responsible for policy-related functions, such as supervisory credit review,
audits, personnel policies and internal examination activities. Resource
allocations for administrative support by the Company are balanced to provide
adequate support services for the Banks' operations, while carefully controlling
service costs charged to the Banks. The major areas of administration are as
follows:
CREDIT. The Company's lending activities are guided by the general loan
policy established by the Board of Directors. The Senior Credit Committee of
the Company has established loan approval limits for each region of the Company
and each subsidiary Bank. Amounts in excess of the individual Bank lending
authority are presented to the Regional Credit Officers. Loans above $1,500,000
per nonclassified borrower and $250,000 per classified borrower are presented to
the Senior Credit Committee for approval. The Company's credit policy
establishes guidelines for approval of all credits, including local loans and
purchased loans and loan participations. The credits of the Banks are subject
to internal review by Bank officers every 12 months. The loan portfolios of the
Banks are subject to examination by the Company's credit examination staff every
12 to 24 months, the frequency of which is based on a variety of factors,
including the credit quality of the institution. The credit examination staff
is also responsible for credit review with respect to the assets of banks to be
acquired by the Company.
FINANCE. The Board of Directors of the Company has established policies in
the areas of asset/liability management, investments, capital expenditures,
accounting procedures and capital and dividend management. Policies are
implemented and monitored for compliance by the Chief Financial Officer and the
Asset/Liability Committee of the Company.
OPERATIONS. Community First Service Corporation ("CFSC"), a subsidiary of
the Company, provides data processing and operations support services to the
Banks by contract. CFSC's system is designed to provide for all Bank and
customer data processing needs at the lowest possible cost and can be expanded
to accommodate future growth and additional service applications. The Company
believes CFSC has sufficient capacity to provide services to the banks the
Company has agreed to acquire. In addition to its own office facilities in
Fargo, North Dakota, CFSC also has a data processing facility in Golden,
Colorado. Additional expenditures for equipment, consistent with the increased
data processing volumes, would likely be necessary if additional significant
acquisitions occur during 1998.
OTHER SERVICES. The Company provides other services for the benefit of the
Banks, such as outside professional services, central human resources services,
benefits administration, marketing guidance and centralized purchasing of
supplies.
INSURANCE AGENCIES
8
The Company currently owns and operates insurance agencies located in
32 communities served by the Banks through its subsidiaries, Community
Insurance, Inc. ("CII"), and Community First Insurance Agencies, Inc. ("CFIA").
These agencies are primarily engaged in the sale of property and casualty
insurance and make some sales of other types of insurance, such as life,
accident and crop hail insurance. The Company had commission revenue of
$5.4 million in 1997.
OTHER ACTIVITIES
The Company has steadily consolidated Banks located in each state into
single legal charters with multiple locations. As of December 31, 1997, the
Company had 10 separately chartered subsidiary Banks and 6 nonbank
subsidiaries. The subsidiary Banks of the Company in seven locations maintain
trust departments, but their services are more broadly available and the Company
may expand its trust activities in the future. Trust services are made available
to customers in several locations through local trust officers or by appointment
with members of the trust department. Most of the Banks also sell annuities.
Federal bank regulation permits bank holding companies to engage in other
limited activities, such as the distribution of certain types of securities, and
future changes in such regulation may further expand the types of activities in
which the Company may engage. Although the Company intends to maintain its
focus on the banking business in its targeted market areas, the Company will
consider other permitted business activities as opportunities arise.
COMPETITION
Commercial banking is highly competitive. In the conduct of certain
aspects of their business, the Banks compete with other commercial banks,
savings and loan institutions, issuers of fixed income investments, finance
corporations, credit unions and money market funds, among other types of
institutions. The Banks compete with these institutions in such areas as
obtaining new deposits, offering new types of services and setting loan rates
and interest rates on various types of deposits, as well as other aspects of the
banking business. Management believes community residents and businesses prefer
to deal with local banks and the Banks have generally been able to compete
successfully in their respective communities because of the Company's emphasis
on local ownership and the autonomy of Bank management in community relations.
At the same time, the Company provides the Banks with the advantages of
centralized sophisticated administration and the opportunity to make larger
loans and diversify their lending activity through Bank group participations.
Further, because most of the Banks have a significant market share in the
communities they serve, the Company believes the Banks can, to a degree,
influence deposit and loan pricing in their markets and are subject to less
competition based on deposit and loan pricing than would be the case in larger
metropolitan markets with more competitors. However, the Banks have experienced
increased price competition from credit unions in certain market areas in recent
periods. Recent changes in government regulation of banking, particularly the
legislation which removes restrictions on interstate banking and permits
interstate branching, or legislation in certain states to permit statewide
branching, may increase competition by both out-of-state and in-state banking
organizations and by other financial institutions. See "Supervision and
Regulation," below. The Banks compete with other financial institutions,
including government lending agencies, for high quality loans in the Banks'
market areas and for purchases of loan assets and investment assets. While
management believes the Banks will continue to compete successfully in their
communities, there is no assurance that future competition will not adversely
affect the Banks' earnings.
EMPLOYEES
The Company had 2,241 employees at December 31, 1997, including
1,681 full-time employees and 560 part-time employees. Of these individuals,
128 were employed at the holding company level, 1,841 (including
9
1,381 full-time employees) were employed at the Bank level, 200 were employed by
CFSC and 72 were employed by CII and CFIA.
SUPERVISION AND REGULATION
GENERAL. In addition to a variety of generally applicable state and
federal laws governing businesses and employers, the Company and the Banks are
extensively regulated by federal and state laws applicable only to financial
institutions. Virtually all aspects of the Company's operations are subject to
specific requirements or restrictions and general regulatory oversight from laws
regulating consumer finance transactions, such as Truth In Lending Act, Home
Mortgage Disclosure Act and Equal Credit Opportunity Act, to laws regulating
collections and confidentiality, such as Fair Debt Collections Practices Act,
Fair Credit Reporting Act and Right to Financial Privacy Act. With few
exceptions, state and federal banking laws have as their principal objective
either the maintenance of the safety and soundness of the Federal Deposit
Insurance System or the protection of consumers or classes of consumers, rather
than the specific protection of security holders of the Company.
With the enactment of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA"), the FDIC Improvement Act of 1991 ("FDICIA")
and the Interstate Banking and Branching Efficiency Act of 1994 ("IBBEA"),
Congress enacted comprehensive legislation affecting the commercial banking and
thrift industries. FIRREA, among other things, abolished the Federal Savings
and Loan Insurance Corporation and established two new insurance funds under the
jurisdiction of the FDIC: the Bank Insurance Fund ("BIF"), which insures most
commercial banks, including the Banks, and the Savings Association Insurance
Fund, which insures most thrift institutions. In addition to effecting
far-reaching restructuring of the financial industry, FIRREA provided a
phased-in increase in the rate of annual insurance assessments paid by insured
depository institutions. FDICIA increased funding for the BIF and expanded
regulation of depository institutions and their affiliates, including parent
holding companies. FDICIA further provided authority for special assessments
against insured deposits and for the development of a system of assessing
deposit insurance premiums based upon the institutions's risk.
IBBEA generally liberalized multi-state expansion. Effective September 29,
1995, IBBEA significantly eased restrictions on interstate acquisition of banks
by bank holding companies. Beginning June 1, 1997, banks located in different
states may merge and operate the resulting institution as a single charter with
interstate branches. However, the legislation includes special "opt-out" and
"opt-in" provisions that individual states may adopt prior to the effective
date of interstate branching. IBBEA does NOT affect the branching laws within a
state, and imposes concentration limits limiting the resulting organization's
market share to 30% of state deposits and 10% of total United States deposits.
Congress continues to consider wide-ranging proposals for altering the
structure, regulation and competitive relationships of the nation's financial
institutions. It cannot be predicted whether or in what form any of these
proposals will be adopted or the extent to which the business of the Company may
be affected thereby.
BANK HOLDING COMPANY REGULATION. The Company is a bank holding company
within the meaning of the Bank Holding Company Act of 1956, as amended (the "BHC
Act"). As a result, the Company's activities are subject to certain limitations
under the BHC Act, and transactions between the Company and the Banks and other
affiliates are subject to certain restrictions. As a registered bank holding
company, the Company is required to file semiannual reports with the Federal
Reserve Board ("FRB") and such other information as the FRB may require, and is
subject to examination by the FRB. The FRB has the authority to issue cease and
desist orders against the Company and its nonbank subsidiaries if the FRB
determines that actions by the Company are unsafe,
10
unsound or violate the law. Under certain circumstances, redemptions, dividends
or distributions by the Company with respect to its equity securities may be
considered unsafe or unsound practices.
As a bank holding company, the acquisition of "control" of the Company by
an individual or a "company" is subject to the prior approval of the FRB. The
term "company" is broadly defined to include any corporation, partnership,
association or trust or similar organization, while the definition or control
for these purposes may be met by (i) the ownership, control or power to vote 10%
or more of the outstanding shares of any class of voting stock of the Company,
directly or indirectly, (ii) control over the election priority of Directors of
the Company, or (iii) the power to exercise, directly or indirectly, controlling
influence over the management or policies of the Company.
Under the BHC Act, a bank holding company must obtain prior FRB approval
before it acquires direct or indirect ownership or control of any voting shares
of any bank or other bank holding company if, after such acquisition, it will
own or control directly or indirectly more than 5% of the voting stock of the
target, unless it already owns a majority of the voting stock of the target. A
bank holding company also must obtain prior FRB approval before it acquires all
or substantially all of the assets of a bank or merges or consolidates with
another bank holding company.
A bank holding company is, with limited exceptions, prohibited from
acquiring direct or indirect ownership or control of a company that is not a
bank or a bank holding company, and must engage in the business of banking or
managing or controlling banks or furnishing services to or performing services
for its subsidiary banks. The FRB, by order or regulation, may authorize a bank
holding company to engage in or acquire stock in a company engaged in activities
so closely related to banking or managing or controlling banks as to be a proper
incident thereto. Some of the activities the FRB has determined by regulation
to be incidental to the business of banking are: making and servicing loans or
certain types of leases, engaging in discount brokerage activities, performing
certain data processing services and providing insurance brokerage services
under certain conditions and subject to certain limitations.
In reviewing any application or proposal by a bank holding company, the FRB
is required to consider the financial and managerial resources and future
prospects of the bank holding company and the banks concerned, the convenience
and needs of the community to be served, as well as the probable effect of the
transaction upon competition. Recent decisions by the FRB under the BHC Act
have underscored the importance placed by the FRB upon the record of the
applicant and its subsidiary banks in meeting the credit needs of its community
in accordance with the Community Reinvestment Act of 1977.
BANK REGULATION. The Banks are subject to detailed federal and state laws
and regulations. National bank subsidiaries of the Company are primarily
supervised by the Office of the Comptroller of the Currency (the "OCC"), a
bureau of the United States Department of Treasury. The OCC regularly examines
national banks in such areas as reserves, loans, investments, trust services,
management practices, Community Reinvestment Act compliance and other aspects of
bank operations. These examinations are designed for the protection of the
deposit insurance system and the enforcement of federal and state laws and
regulations, and not for the shareholders of the Company. In addition to
undergoing these regular examinations, national banks must furnish reports
containing detailed and accurate financial statements and schedules to the
OCC quarterly.
Bank subsidiaries of the Company that are chartered under state law are
regulated and supervised by the respective state's banking agency. In addition,
state-chartered banks, as members of the FDIC, are regulated and supervised by
the FDIC. Each of these agencies conducts regular examinations of each Bank,
generally on an alternate basis, reviewing the adequacy of the reserves, quality
of the loans and investments, propriety of
11
management practices, compliance with laws and regulations, including the
Community Reinvestment Act, trust, and other aspects of Bank operations. These
examinations are designed for the protection of the deposit insurance system and
the enforcement of federal and state laws and regulations, and are not conducted
for the benefit of the shareholders of the Company.
Federal and state banking laws and regulations govern, among other things,
the scope of a bank's business, investments a bank may make, reserves a bank
must maintain, loans a bank makes and collateral it takes, the activities of a
bank with respect to mergers and consolidations and the establishment of
branches. The OCC, in the case of national banks, and the FDIC, in the case of
state-chartered, nonmember banks, are the respective primary regulatory
authorities under the Financial Institution Supervisory Act, and are thereby
provided authority under that Act to impose penalties, initiate civil and
administrative actions and take other steps intended to prevent a bank from
engaging in an unsafe or an unsound practice in the conduct of its business. In
extreme cases, the FDIC has authority to revoke deposit insurance, and may
assess civil money penalties and impose cease and desist orders against the bank
and affiliated individuals, including the bank's attorneys and accountants.
Under FDICIA, federal banking authorities are also authorized to establish
safety and soundness standards for banks, thrifts and their parent holding
companies covering a wide range of operational and managerial matters, including
asset quality, earnings, stock valuation and employee compensation.
Under current law, national and state bank subsidiaries of the Company are
subject to state law restrictions in branching, including restrictions on the
number, location and characteristics of branches. The laws vary from liberal
branching states, like North Dakota and Wisconsin, which allow banks to branch
freely, subject only to application and approval, to states like Iowa and
Nebraska, which severely restrict branching, although they allow banks to
combine and retain preexisting locations.
In June 1993, the FDIC adopted a risk-based premium schedule that increases
the assessment rates for depository institutions. Under the new schedule, which
took effect for the assessment period beginning January 1, 1994, each financial
institution is assigned to one of three capital groups: well capitalized,
adequately capitalized or undercapitalized, as defined in the regulations
implementing the prompt corrective action provisions of the FDICIA; and further
assigned to one of three subgroups within a capital group, on the basis of
supervisory evaluations by the institution's primary federal and, if applicable,
state supervisors and other information relevant to the institution's financial
condition and the risk posed to the applicable insurance fund. The actual
assessment rate applicable to a particular institution depends upon the risk
assessment classification so assigned to the institution by the FDIC. Because
the BIF has reached its required reserve level of 1.25% of insured deposits,
banks in the lowest risk classification pay no deposit insurance premiums
currently. Each of the Banks currently qualifies for the lowest level of
deposit insurance.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Age Position
- ---- --- --------
Donald R. Mengedoth 53 President, Chief Executive Officer and Chairman of the
Board
Mark A. Anderson 40 Executive Vice President, Chief Financial Officer, Chief
Information Officer, Secretary and Treasurer
Ronald K. Strand 51 Executive Vice President - Banking Group
12
David E. Groshong 49 Executive Vice President - Financial Services
Thomas R. Anderson 42 Senior Vice President - Treasury
Randall L. Dancliff 50 Senior Vice President and Wyoming Region Manager
Cynithia U. Davis 45 Senior Vice President and Arizona/Utah Region Manager
Keith A. Dickelman 43 Senior Vice President and Eastern Colorado Region Manager
Thomas E. Hansen 45 Senior Vice President and Central Region Manager
Bruce A. Heysse 46 Senior Vice President - Acquisitions
Thomas A. Hilt 55 Senior Vice President - Operations and Administration
Gary A. Knutson 50 Senior Vice President and Integration Manager
David A. Lee 54 Senior Vice President and Eastern Region Manager
Charles A. Mausbach 46 Senior Vice President and Western Colorado Region
Manager
Harriette S. McCaul 47 Senior Vice President - Human Resources
Patricia J. Staples 42 Senior Vice President - Marketing
Craig A. Weiss 36 Senior Vice President - Finance
Donald R. Mengedoth has been President, Chief Executive Officer, Chairman
of the Board and a director of the Company since its organization in 1986. He
was Senior Vice President of First Bank System, Inc. ("FBS") from 1982 to 1987
and has worked in the banking business since 1966, including management
positions in retail banking operations, human resources and commercial lending.
From 1984 to 1987, Mr. Mengedoth was Regional Managing Director of FBS. From
1979 to 1982, Mr. Mengedoth was Vice President - Operations for FBS. Prior to
that time, he was Senior Vice President of First Bank Milwaukee.
Mark A. Anderson has been Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company since its organization in 1986
and Chief Information Officer since February 1998. He was Vice President and
Regional Controller for FBS from 1984 to 1987. From 1979 to 1984, he held
various positions with FBS-affiliated banks in the finance and credit
analysis areas. Mr. Anderson is a Chartered Financial Analyst and a Certified
Management Accountant.
Ronald K. Strand has been Executive Vice President - Banking Group since
February 1993. He was previously Senior Vice President and Regional Manager for
South Dakota and North Dakota for the Company from January 1991 to February
1993. Previously, Mr. Strand had been Vice President and Regional Manager for
the Company and President, Chief Executive Officer and a director of the
Company's affiliate bank in Wahpeton, North Dakota since 1988. Prior to his
affiliation with the Company, he served as President and Chief
13
Executive Officer of Norwest Bank of North Dakota, N.A., Wahpeton, from 1985
until 1988. He was employed by Norwest for a total of 15 years, having
previously worked in Norwest banks in Jamestown, North Dakota, and Moorhead,
Minnesota.
David E. Groshong has been Executive Vice President - Financial Services
since May 1996. He was previously Chairman and Chief Executive Officer of the
Company's affiliate bank in Alliance, Nebraska from May 1995 to May 1996.
Previously, Mr. Groshong had been President and Chief Executive of the Company's
affiliate bank in Fergus Falls, Minnesota since 1992 and as Senior Vice
President and Senior Loan Officer of the Fargo Bank since 1985. He was employed
by Norwest Bank of Minnesota, N.A. for a total of eight years and prior to that
worked in the consumer finance industry.
Thomas R. Anderson has been Senior Vice President - Treasury since
February 1998. He was previously Vice President/Funds Manager of the Company
from 1988 to 1997 and Funds Management Officer from 1987 to 1988. Prior to
1987, he was employed by Norwest Corporation for seven years, most recently
as a Senior Financial Analyst.
Randall L. Dancliff has been Senior Vice President and Wyoming Region
Manager since July 1997. He was President and Chief Executive Officer of
KeyBank Wyoming since April 1995 until the acquisition of KeyBank Wyoming by
the Company in July 1997. Prior to that, he served as President, Chief
Operating Officer and Chief Financial Officer of KeyBank Wyoming from 1992 to
April 1995, and as Regional Vice President of KeyBank Cheyenne from 1985 to
1991. From 1973 through 1985, he served in a variety of capacities with
First Wyoming Bank, the predecessor to KeyBank Wyoming.
Cynthia U. Davis has been Senior Vice President and Arizona/Utah Region
Manager since October 1997. From October 1987 to October 1997, she held
various positions for Banc One Corporation, including positions as Vice
President, Retail Delivery for Banc One Corporation and Vice President Region
Manager for 36 Bank One banking centers in Northern Arizona. She has a total
of 23 years of banking experience in Arizona, Idaho and California.
Keith A. Dickelman has been Senior Vice President and Eastern Colorado
Region Manager since January 1998. He was previously President of
Community First National Bank, Fergus Falls, Minnesota from 1995 to 1997 and
from 1992 to 1995 served as a Senior Loan Officer and Senior Vice President
of Community First National Bank, Fargo, North Dakota.
Thomas E. Hansen has been Senior Vice President and Central Region Manager
since April 1993. He also served as President, Chief Executive Officer and
director of the Company's affiliate bank in Fargo, North Dakota from April 1993
to December 1996. Previously, he was employed by Norwest Bank Fargo for
19 years, most recently as President.
Bruce A. Heysse has been Senior Vice President - Acquisitions since July
1996. He was Senior Vice President and Integration Manager of the Company from
November 1995 to June 1996. He was Vice President and Senior Credit Officer of
the Company from 1987 to November 1995. He began his banking career at the
Company's affiliate bank in Wahpeton, North Dakota, and had a total of 11 years
of banking experience prior to joining the Company.
Thomas A. Hilt has been Senior Vice President - Operations and
Administration of the Company since 1987 and President of Community First
Service Corporation, the Company's data processing subsidiary, since 1988. He
was Vice President and Manager - Operations Support for the Regional Division of
FBS from 1984 to 1987. Prior to 1984, he held various positions with FBS since
1967, including responsibility for systems development, programming, audit and
examination functions.
Gary A. Knutson has been Senior Vice President and Integration Manager
since July 1996 and previously was Senior Vice President and Western Region
Manager of the Company since September 1993. He was President, Chief
Executive Officer and director of the Company's affiliate bank in Wahpeton,
North Dakota from January 1991 to September 1993. He began his banking
career at the Company's affiliate bank in Lidgerwood, North Dakota, and had a
total of 14 years of banking experience prior to joining the Company.
14
David A. Lee has been Senior Vice President and Eastern Region Manager of
the Company since January 1991. He had been a Region Manager of the Company
since 1988. He was President and Chief Executive Officer and a director of the
Company's affiliate bank in Little Falls from 1987 to January 1991. Mr. Lee
held various positions with FBS from 1966 to 1987.
Charles A. Mausbach has been Senior Vice President and Western Colorado
Region Manager since March 1998. He was President of Community First National
Bank, Worthington, Minnesota from October 1992 to February 1998.
Harriette S. McCaul, Ph.D., has been Senior Vice President of Human
Resources since February 1997. Previously, she was the Dean of the College
of Business Administration at North Dakota State University in Fargo, North
Dakota. She joined NDSU in 1983 and held various teaching and administrative
positions in the Business Department and human resources area. Prior to that
time, she was an instructor at Moorhead State University, Moorhead,
Minnesota, and the director of faculty and staff benefits at the University
of Kansas.
Patricia J. Staples has been Senior Vice President - Marketing since July
1994. Previously, Ms. Staples was employed as the public relations manager with
MeritCare Health System for 10 years.
Craig A. Weiss has been Senior Vice President - Finance since February
1998. He was previously Vice President Finance of the Company from 1988 to
1997 and Finance and Accounting Manager from 1987 to 1998. Prior to 1987, he
was employed by First Bank System, most recently as a Regional Financial
Analyst. Mr. Weiss is a certified public accountant.
ELECTION. The Company's officers are elected by the Board of Directors.
The officers serve until their successors are elected or until their earlier
resignation, removal or death.
ITEM 2. PROPERTIES
In January 1996, the Company formed a new subsidiary, Community First
Properties, Inc. ("CFPI"), for the purpose of acquiring and owning the space
currently occupied by the Company. CFPI owns all of the portions of the office
building not owned by the Company's Fargo Bank subsidiary at 520 Main Avenue,
Fargo, North Dakota.
The Company maintains its offices at 520 Main Avenue, Fargo, North
Dakota, consisting of approximately 34,000 square feet at an annual rental of
$409,000, payable to its subsidiary, CFPI. The Company believes these
facilities will be adequate for the foreseeable future. The Company also
utilizes office space at affiliate banks located in Denver, Colorado and
Cheyenne, Wyoming as well as leasing approximately 4,000 square feet of
office space in Phoenix, Arizona at an annual rental of approximately
$90,000. Each of the Banks owns its main office and those of its branches,
and these facilities range in size from approximately 1,200 to 36,000 square
feet. During 1997, the Company constructed and owns a 47,000 square foot
two-story building in Fargo, North Dakota which is leased to CFSC.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries are subject to various
legal actions and proceedings in the normal course of business, some of which
may involve substantial claims for compensatory damages. In some cases, these
actions and proceedings relate in whole or in part to activities of banks prior
to their acquisition and may be covered by agreements of former owners of these
banks to indemnify the Company. Although litigation is subject to many
uncertainties and the ultimate exposure with respect to current matters
cannot be
15
ascertained, management does not believe that the final outcome will have a
material adverse effect on the financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information as to the principal market on which the Company's common stock
is traded, market price information for the common stock of the Company, the
approximate number of holders of record as of December 31, 1997, and the
Company's dividend policy is incorporated herein by reference from the inside
back cover of the 1997 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December 31, 1997,
consisting of data captioned "Financial Highlights" on page 1 of the 1997 Annual
Report to Shareholders, "Consolidated Statement of Condition--Five-Year Summary"
on page 44 of the Annual Report and "Consolidated Statement of Income-Five Year
Summary" on page 45 of the Annual Report are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 15 through 26 of the 1997 Annual Report to Shareholders is
incorporated hereby by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth on pages 25 and 26 of the 1997 Annual Report
to Shareholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Asset/Liability Management" is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Statements of Financial Condition of the Company as of
December 31, 1997 and 1996, and the related Consolidated Statements of Income,
Shareholders' Equity and Cash Flows for each of the three years ended
December 31, 1997, the Notes to the Consolidated Financial Statements and the
Report of Ernst & Young LLP, independent auditors, contained in the Company's
1997 Annual Report to Shareholders on pages 27 through 43 are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
16
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth in the Company's 1998 Proxy Statement under the
caption "Election of Directors" is incorporated herein by reference.
Information regarding the executive officers of the Company is included under
separate caption in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth in the 1998 Proxy Statement under the caption
"Executive Compensation" is incorporated herein by reference, except that
information under the captions "Compensation Committee Report on Executive
Compensation" and "Comparative Stock Performance" is not so incorporated.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth in the 1998 Proxy Statement under the caption
"Security Ownership of Principal Shareholders and Management" is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth in the 1998 Proxy Statement under the caption
"Certain Transactions" is incorporated herein by reference.
PART IV
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.
17
(c) EXHIBITS.
Exhibit
Number Description
- -------- -----------
2.1 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"]).
2.2 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 Securities and
Exchange Commission (the "Commission") on January 23, 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).
2.4 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).
2.5 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).
18
Exhibit
Number Description
- -------- -----------
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.
(incorporated by reference to Exhibit 2.8 to the Registrant's
Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission as of May 8, 1997
[the "1996 Form 10-K"]).
2.9 Restated Agreement and Plan of Merger dated as of August 22, 1997,
including Agreement and First Amendment to Agreement dated as of the
same date, between the Registrant and First National Summit
Bankshares, Inc.(incorporated by reference to Appendices A and B to
the Proxy Statement-Prospectus contained in the Registrant's
Registration Statement on Form S-4 [File No. 333-38997] filed with the
Commission on October 29, 1997).
2.10 Restated Agreement and Plan of Merger dated as of August 28, 1997
between the Registrant and Republic National Bancorp, Inc.
(incorporated by reference to Appendix A to the Proxy
Statement-Prospectus contained in Registrant's Registration Statement
on Form S-4 [File No. 333-38225] filed with the Commission on
October 20, 1997).
2.11 Office Purchase and Assumption Agreement dated as of the 10th day of
September, 1997 by and between Bank One, Arizona, National
Association, Bank One, Colorado, National Association, Bank One, Utah,
National Association and the Registrant, (incorporated by reference to
Exhibit 2.6 to the Registrant's Registration Statement on Form S-4
[File No. 333-36091], filed with the Commission on September 22,
1997).
2.12 Agreement and Plan of Merger dated as of November 6, 1997 among the
Registrant, Community First National Bank and Pioneer Bank of Longmont
(incorporated by reference to Exhibit 2.7 to the Registrant's
Registration Statement on Form S-4 [File No. 333-37527], filed with
the Commission on November 21, 1997).
2.13 First Amendment to Agreement and Plan of Merger dated as of the 19th
day of December, 1997 by and among the Registrant, Community First
National Bank and Pioneer Bank of Longmont.
3.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to the 1996 Form 10-K).
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"]).
19
Exhibit
Number Description
- -------- -----------
4.1 Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant (incorporated by
reference to Exhibit A to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, filed with the Commission on January 9, 1995
[the "Form 8-A"]).
4.2 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 Rights Certificate
(incorporated by reference to Exhibit 1 to the Form 8-A.)
4.3 Subordinated Indenture dated February 5, 1997, between the Registrant
and Wilmington Trust Company, as Indenture Trustee, including form of
Junior Subordinated Indenture (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-3 [File No.
333-19921] filed with the Commission as of January 30, 1997 [the "1997
CFB Capital I Form S-3"]).
4.4 Amended and Restated Trust Agreement of CFB Capital I dated
February 5, 1997, including Form of Capital Security Certificate of
CFB Capital I (incorporated by reference to Exhibit 4.5 to the 1997
CFB Capital I Form S-3).
4.5 Capital Securities Guarantee Agreement dated as of February 5, 1997,
between the Registrant and Wilmington Trust Company as Trustee
(incorporated by reference to Exhibit 4.7 to the 1997 CFB Capital I
Form S-3).
4.6 Indenture dated June 24, 1997 relating to the Registrant's 7.30%
Subordinated Notes Due 2004 (the "New Notes") between the Registrant
and Norwest Bank Minnesota, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 [File No. 333-36091] as declared
effective by the Commission on November 10, 1997 [the "1997
Subordinated Note Form S-4"]).
4.7 Registration Rights Agreement dated as of June 24, 1997, among the
Registrant, Piper Jaffray Inc. and Keefe, Bruyette & Woods, Inc.
(incorporated by reference to Exhibit 4.2 to the 1997 Subordinated
Note Form S-4).
4.8 Subordinated Indenture dated December 10, 1997, between the
Registrant and Wilmington Trust Company, as Indenture Trustee,
including form of Junior Subordinated Indenture (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-3 [File No. 333-37521] as declared effective by the Commission
on December 4, 1997 [the "1997 CFB Capital II Form S-3"]).
4.9 Amended and Restated Trust Agreement of CFB Capital I dated
December 10, 1997, including Form of Capital Security Certificate of
CFB Capital II (incorporated by reference to Exhibit 4.5 to the 1997
CFB Capital II Form S-3).
20
Exhibit
Number Description
- -------- -----------
4.10 Capital Securities Guarantee Agreement dated as of December 10, 1997,
between the Registrant and Wilmington Trust Company as Trustee
(incorporated by reference to Exhibit 4.7 to the 1997 CFB Capital II
Form S-3).
10.1 1997 Annual Incentive Plan for Holding Company Management.
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
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 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).
10.8 Promissory Note dated July 14, 1997 (Term Note) in the principal
amount of $30,000,000, issued to Norwest Bank Minnesota, National
Association ("Norwest"), as Agent, on behalf of Harris Trust and
Savings Bank ("Harris"), Bank of America National Trust and Savings
Association ("Bank of America") and Norwest.
10.9 Promissory Notes dated July 14, 1997 (Current Notes), each in the
principal amount of $8,333,333.33, issued to each of Harris, Bank
of America, and Norwest.
10.10 Credit Agreement dated July 14, 1997 among the Company, Harris,
Bank of America, Norwest as a lender, and Norwest as Agent.
21
Exhibit
Number Description
- -------- -----------
10.11 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 Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 [the "1993 Form 10-K"]).
10.12 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).*
10.13 Supplemental Executive Retirement Plan, effective as of August 1,
1995.*
13.1 Annual Report to Shareholders.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
27 Financial Data Schedule
________________
*Executive compensation plans and arrangements.
22
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: March 10, 1998 By/s/ Donald R. Mengedoth
-------------------------------------
Donald R. Mengedoth
President, Chief Executive
Officer and Chairman of the
Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant, in
the capacities and on the dates indicated.
Signature and Title Date
- ------------------- -----
/s/ Donald R. Mengedoth March 10, 1998
- ---------------------------------------
Donald R. Mengedoth
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Mark A. Anderson March 10, 1998
- ---------------------------------------
Mark A. Anderson
Executive Vice President, Chief
Financial Officer, Secretary, Treasurer
and Chief Information Officer (Principal
Financial and Accounting Officer)
/s/ Patricia A. Adam March 10, 1998
- ---------------------------------------
Patricia A. Adam, Director
/s/ James T. Anderson March 10, 1998
- ---------------------------------------
James T. Anderson, Director
/s/ Patrick E. Benedict March 10, 1998
- ---------------------------------------
Patrick E. Benedict, Director
23
Signature and Title Date
- ------------------- -----
/s/ Patrick Delaney March 10, 1998
- ---------------------------------------
Patrick Delaney, Director
March 10, 1998
- ---------------------------------------
John H. Flittie, Director
/s/ Darrell G. Knudson March 10, 1998
- ---------------------------------------
Darrell G. Knudson, Director
/s/ Thomas C. Wold March 10, 1998
- ---------------------------------------
Thomas C. Wold, Director
/s/ Harvey L. Wollman March 10, 1998
- ---------------------------------------
Harvey L. Wollman, Director
/s/ Dennis M. Mathisen March 10, 1998
- ---------------------------------------
Dennis M. Mathisen, Director
24
EXHIBIT INDEX
Exhibit No. Decscription
- ----------- ------------
2.13 First Amendment to Agreement and Plan of Merger dated as of
the 19th day of December, 1997 by and among the Registrant,
Community First National Bank and Pioneer Bank of Longmont
10.1 1997 Annual Incentive Plan for Holding Company Management
10.8 Promissory Note dated July 14, 1997 (Term Note) in the
principal amount of $30,000,000, issued to Norwest Bank
Minnesota, National Association ("Norwest"), as Agent, on
behalf of Harris Trust and Savings Bank ("Harris"), Bank
of America National Trust and Savings Association ("Bank
of America") and Norwest.
10.9 Promissory Notes dated July 14, 1997 (Current Notes),
each in the principal amount of $8,333,333.33, issued to
each of Harris, Bank of America, and Norwest.
10.10 Credit Agreement dated July 14, 1997 among the Company,
Harris, Bank of America, Norwest as a lender, and Norwest
as Agent.
13.1 Annual Report to Shareholders
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
27 Financial Data Schedule