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FIRST BANK SYSTEM AND COLORADO NATIONAL ANNOUNCE MERGER AGREEMENT

 FIRST BANK SYSTEM AND COLORADO NATIONAL ANNOUNCE MERGER AGREEMENT
 MINNEAPOLIS, Nov. 9 /PRNewswire/ -- First Bank System, Inc. (NYSE: FBS) and Colorado National Bankshares, Inc. (NASDAQ: COLC) today announced that they have signed a merger agreement. The agreement calls for the tax-free exchange of approximately 1.71 shares of First Bank System common stock for each common share of Colorado National, and results in a price of $44 per share for Colorado National shareholders. This results in First Bank System issuing approximately 20 million common shares. The effective cost per share to First Bank System is $42.87, or a total cost of $525 million, given its previous 4.9 percent ownership interest in Colorado National. At Sept. 30, 1992, Colorado National's book value was $20.52 per share.
 Colorado National has granted an option to First Bank System to acquire up to 19.9 percent of Colorado National's common stock under certain circumstances relating to the acquisition of control of Colorado National, none of which has occurred.
 The transaction, which will be accounted for using the pooling of interests method, is subject to regulatory approval and approval of both companies' shareholders and is expected to close mid-year 1993.
 First Bank System anticipates that it will significantly reduce overhead expenses of the combined organizations. An after-tax restructuring charge of approximately $50 million will be taken at closing. Annual cost take-outs are expected to reach approximately $70 million. The acquisition is expected to be about 3 percent dilutive to earnings per share in the first year but 5 percent accretive to earnings per share upon completion of the integration process in 1994.
 First Bank System's Chairman, Chief Executive Officer and President, John F. Grundhofer said, "Colorado National provides a unique opportunity for First Bank System to deliver significant value to our shareholders. Colorado National has solid financial performance which reflects the efforts of a strong management team and the recovery of the Colorado economy. The transaction allows us to create the premier financial institution in Colorado and is a unique opportunity to benefit fully from our previous investment in Rocky Mountain BankCard System."
 FIRST BANK SYSTEM'S COLORADO FRANCHISE WILL HAVE
 THE LARGEST MARKET SHARE IN THE STATE
 DEPOSIT MARKET SHARE
 Colorado Denver/Boulder Colorado Springs Pueblo
 FBS/CNB 17.8% FBS/CNB 22.1% FBS/CNB 24.1% FBS/CNB 24.0%
 Norwest 13.4 Norwest 14.0 World 17.6 World 19.2
 World 10.1 Columbia 12.2 Norwest 15.7 Minnequa 9.2
 Columbia 9.6 World 9.5 BancOne 11.8 Pueblo B&T 9.2
 BancOne 7.1 BancOne 6.6 Columbia 8.1 Norwest 9.0
 First First
 Interstate 4.0 Interstate 5.2
 Source: Ferguson & Co. Branch Source as of 6/30/91
 Colorado National is the largest independent commercial bank in Colorado with $3.2 billion in assets, $2.7 billion in deposits and $238 million in common equity. Colorado National will be integrated with First Bank System's existing Colorado franchise which will then rank first in the state with nearly $8 billion in assets, on a pro forma basis including Western Capital Investment Corporation (NASDAQ: WECA). The Western Capital merger is expected to close before year-end 1992. The company's Colorado franchise will be operated as Colorado National and will include Central Banks, Western Capital's Bank Western and Colorado National.
 Colorado National's Chairman of the Board, President and Chief Executive Officer, Will F. Nicholson, Jr., will join First Bank System as Chairman, President and Chief Executive Officer of the Colorado bank holding company. Nicholson also will become a member of the First Bank System Board of Directors. He will be joined by Nicholas R. Petry who currently serves as an independent member of the Colorado National Board of Directors. Petry is President of the Petry Company, a construction and investment company.
 "We believe strongly that this transaction is in the best interests of our shareholders," said Nicholson. "Through our joint ownership of Rocky Mountain BankCard System, we already have a solid working relationship with First Bank System. The combination of the companies' credit card operations into Rocky Mountain BankCard System will make that already strong company even stronger. The combination will be a solid plus for the Colorado economy. First Bank System is a high- quality banking firm and we are very pleased to become part of the organization. We look forward to the merger and the opportunity to continue building significantly upon Colorado National's position as Colorado's leading bank and its long-term commitment to the customers and communities we serve." COLORADO NATIONAL'S BUSINESS MIX PROVIDES SIGNIFICANT FRANCHISE VALUE
 1992 THIRD QUARTER AVERAGES
 ($ Millions)
 Assets $ %
 Loans
 Commercial 381 12.8
 Commercial Real Estate 288 9.6
 Credit Cards 436 14.6
 Other Consumer Loans 473 15.8
 Total Consumer 909 30.4
 Total Loans 1,578 52.8
 Investments & Other Assets 1,412 47.2
 Total Average Assets 2,990 100.0
 Liabilities & Equity
 Deposits
 Noninterest Bearing Deposits 673 22.5
 NOW Accounts 340 11.4
 Savings and Money Market 855 28.6
 CDs under $100 thousand 522 17.5
 CDs over $100 thousand 145 4.8
 Total Deposits 2,535 84.8
 Other Liabilities 222 7.4
 Equity 233 7.8
 Total Average Liabilities & Equity 2,990 100.0
 Colorado National has a well-balanced and attractive mix of commercial and consumer loans. This asset mix, combined with more than $1 billion in noninterest bearing deposits and NOW accounts, provides Colorado National with an excellent net interest margin. For the first nine months of 1992, the net interest margin on a taxable-equivalent basis was 5.61 percent.
 COLORADO NATIONAL'S PERFORMANCE HAS IMPROVED DRAMATICALLY
 ($ IN MILLIONS) 3Q:92 2Q:92 1Q:92(a) 4Q:91 3Q:91
 Net Interest Income $36.7 $37.0 $36.4 $35.8 $38.5
 Provision for Credit Losses 4.7 4.2 8.5 14.1 11.6
 Noninterest Income 34.8 33.6 32.6 32.2 31.5
 Noninterest Expense 50.5 52.5 51.9 51.3 50.9
 Income Taxes 5.8 4.8 3.5 1.0 2.2
 Minority Interest 1.4 .7 .6 .9 .7
 Net Income $9.1 $8.4 $4.5 $.7 $4.6
 Return on Assets 1.21% 1.12% .59% .09% .63%
 Return on Equity 15.6 15.0 8.4 1.3 8.8
 Net Interest Margin 5.57 5.69 5.57 5.29 5.88
 (a) Excludes $5.4 million cumulative effect of SFAS 109.
 Colorado National's financial performance has improved dramatically reflecting a strong management team and the recovery of the Colorado economy. The September 1992 unemployment rate in Colorado of 5.5 percent is well below the national average of 7.5 percent. Growth in Colorado retail sales totaled 7.1 percent during the first eight months of 1992 and housing starts have increased 48.8 percent during the first nine months of 1992. On a national level during the same periods, retail sales growth was 4.7 percent and housing starts were up 8.3 percent. Denver was recently ranked among the top ten cities in the nation for favorable business climate by "Fortune" magazine.
 COLORADO NATIONAL'S NONINTEREST INCOME HAS GROWN OVER 10 PERCENT
 $ MILLIONS 3Q:92 2Q:92 1Q:92 4Q:91 3Q:91
 Trust Fees $3.0 $3.4 $2.8 $2.8 $2.6
 Service Charges 5.1 5.2 5.3 4.6 4.6
 Bankcard Income 18.4 17.1 16.4 17.3 16.7
 Other 8.3 7.9 8.1 7.5 7.6
 Total Noninterest Income $34.8 $33.6 $32.6 $32.2 $31.5
 Colorado National's noninterest income, which is approximately 49 percent of total revenue, has grown at an annual rate in excess of 10 percent over the last year. The company has an attractive trust operation with annual fees of approximately $12 million. Even more significant is the level of noninterest income derived from Rocky Mountain BankCard. COMBINATION OF CARD RELATED BUSINESSES OFFERS TREMENDOUS OPPORTUNITIES
 Sept. 30, 1992 Colorado
 $ Millions National/
 RMBCS FBS Combined
 Retail Card Outstandings $449(a) $1,274(b) $1,723
 Merchant Sales Transactions
 (1992 nine months annualized) $4,100 $4,600 $8,700
 (a) CNB's Portion of RMBCS
 (b) Includes FBS's portion of RMBCS
 Monthly
 ATM Transactions (# in millions) 2,800 1,600 4,400
 Colorado National currently co-owns Rocky Mountain BankCard System (RMBCS) with First Bank System. RMBCS processes an aggregate of $900 million in credit card receivables for the two companies, processes $4.1 billion in merchant sales and operates an ATM network which through the national PLUS SYSTEM switch processes 2.6 million transactions monthly.
 First Bank System has $1,274 million in credit card outstandings (including its share of RMBCS), processes $4.6 billion in merchant sales and operates an ATM network which processes 1.6 million transactions monthly. The combination of RMBCS and First Bank System's card related businesses presents a tremendous opportunity in terms of revenue enhancement and economies of scope and scale. On a pro forma basis, First Bank System will rank second nationally among commercial banks in merchant processing and will have the leading presence in its region in ATM/POS transaction volume.
 COLORADO NATIONAL'S CAPITAL POSITION STRONG
 AND CREDIT QUALITY INDICATORS ARE IMPROVING
 3Q:92 4Q:91 3Q:91
 Common Equity to Assets 7.5% 6.9% 7.0%
 Tier 1 Capital Ratio 12.7 10.3 9.7
 Reserve as % of
 Nonperforming Loans 145.7 106.7 89.9
 NPAs as % of Loans Plus ORE 4.5 5.7 5.6
 Colorado National has a strong capital position as of Sept. 30, 1992, with common equity to assets of 7.5 percent, Tier 1 capital of 12.7 percent and total risk-based capital of 14.0 percent. Reserve coverage to nonperforming loans totaled 145.7 percent. Nonperforming assets as a percent of total loans and other real estate is trending downward and was 4.5 percent at Sept. 30, 1992.
 First Bank System is a regional bank holding company headquartered in Minneapolis with assets of $18.1 billion. Including Colorado National, Bank Shares Incorporated, and Western Capital Investment Corporation, First Bank System's assets on a pro forma basis will increase to more than $25 billion. The company currently provides complete financial services to individuals and institutions through 28 banks and trust companies with 161 offices located in Minnesota, Colorado, Montana, North Dakota, South Dakota, Wisconsin, Washington and California.
 Colorado National Bankshares is a bank holding company headquartered in Denver. The company is comprised of eight commercial banks providing 24 banking offices throughout Colorado as well as several other bank- related subsidiaries including a mortgage banking company, a leasing company and an insurance agency.
 -0- 11/9/92
 /CONTACT: James L. Basey of Colorado National, Investor Relations, 303-893-1862; Patricia Henning, Investor Relations, 612-973-2263 or Wendy Raway, Media Relations, 612-973-2429, both of First Bank System/
 (FBS COLC) CO: First Bank System, Inc.; Colorado National Bankshares, Inc. ST: Minnesota, Colorado IN: FIN SU: TNM


DS -- MN005 -- 8544 11/09/92 09:15 EST
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