1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year end December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-3250
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A. Savings and Profit Sharing Plan for Employees of First Interstate
BancSystem, Inc.
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(Full title of the plan)
Same as below
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(Address of the plan, if different from that of the issuer named below)
B. First Interstate BancSystem, Inc.
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(Name of issuer of the securities held pursuant to the plan)
401 North 31st Street, P.O. Box 30918, Billings, Montana 59116-0918
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(Address of issuer's principal executive office)
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[KPMG LOGO]
SAVINGS AND PROFIT SHARING PLAN
FOR EMPLOYEES OF FIRST INTERSTATE
BANCSYSTEM, INC.
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
TABLE OF CONTENTS
Independent Auditors' Report
Statements of Net Assets Available for Benefits - December 31, 2000 and 1999
Statement of Changes in Net Assets Available for Benefits - Year Ended December
31, 2000
Notes to Financial Statements
Schedule
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Schedule of Assets Held for Investment Purposes - December 31, 2000...................... 1
Schedule of Reportable Transactions - December 31, 2000.................................. 2
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[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Administrative Committee of the
Savings and Profit Sharing Plan for Employees of
First Interstate BancSystem, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the Savings and Profit Sharing Plan for Employees of First Interstate
BancSystem, Inc. as of December 31, 2000 and 1999, and the related statement of
changes in net assets available for benefits for the year ended December 31,
2000. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Savings and
Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
Billings, Montana
May 31, 2001
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
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Cash $ 59,056 1,477,642
Investments, at fair value 57,813,316 57,107,401
Accrued interest and dividends 17,648 37,146
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Net assets available for benefits $ 57,890,020 58,622,189
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See accompanying notes to financial statements.
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
Additions to net assets attributed to:
Investment income:
Interest and dividends $
Net depreciation in fair value of 2,509,557
investments (5,699,770)
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(3,190,213)
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Contributions:
Employee 2,448,881
Employer 2,667,356
Rollover 383,925
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5,500,162
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Total additions 2,309,949
Deductions from net assets attributed to - benefits
paid to participants 3,042,118
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Net decrease (732,169)
Net assets available for benefits:
Beginning of year 58,622,189
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End of year $ 57,890,020
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See accompanying notes to financial statements.
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF THE PLAN
The following description of the Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem, Inc. (Plan) provides only
general information. Participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
(A) GENERAL
The Plan is a defined contribution plan covering all employees of
the First Interstate BancSystem, Inc.'s (the Company) member banks
[see note (1)(g)] who have one year of service and have completed
at least 1,000 hours of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
(B) CONTRIBUTIONS
Employees may elect to contribute up to 15% of their compensation.
Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution
plans.
The employer is required to make a matching contribution equal to
125% of the first 4% of compensation contributed by the employee.
The member banks may also, at the sole discretion of the board of
directors, make a profit sharing contribution on behalf of
eligible employees.
(C) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's and
allocations of the Company's contributions and Plan earnings.
Allocations are based on participant earnings, account balances or
compensation, as defined.
(D) VESTING
All participants are 100% vested in the employee and employer
contributions plus actual earnings thereon.
(E) INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct
contributions in any of the following investment options:
Spartan Money Market Fund - Funds are invested in securities
whose interest is exempt from state and local income taxes.
Accessor Mortgage Securities Fund - Funds are invested in
mortgage related securities.
Vanguard Intermediate - Term Treasury Fund - Funds are
invested in fixed income securities.
Accessor Growth Fund - Funds are invested in equity securities
with greater than average growth characteristics.
1 (Continued)
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Notes to Financial Statements
December 31, 2000 and 1999
Accessor Intermediate Fixed Income Fund - Funds are invested
in fixed income with durations between three and ten years.
Accessor International Equity Fund - Funds are invested in
equity securities of companies domiciled in countries other
than the United States.
Columbia Fixed Income Securities Fund - Funds are invested in
a broad range of investment-grade, fixed income securities
with intermediate - to long-term maturities.
Federated GNMA Fund - Funds are invested primarily in
instruments issued or guaranteed by the Government National
Mortgage Association.
SEI Index Fund - Funds are invested in a diversified portfolio
of securities to provide investment results that correspond to
the aggregate price and dividend performance of the securities
in the Standard and Poor's 500 Composite Stock Price Index.
Harbor International Fund - Funds are invested in non-U.S.
equity securities.
Accessor Value & Income Fund - Funds are invested in income
producing equity securities selected from the Standard and
Poor's 500 Composite Stock Price Index.
Accessor Short Intermediate Fixed Income Fund - Funds are
invested in fixed income securities with duration of between
one and five years.
Accessor Small to Mid Cap Fund - Funds are invested in equity
securities of small to medium capitalization issuers.
A participant may not contribute to, but may direct transfers from
any investment, into the following investment option:
First Interstate BancSystem, Inc. Stock - Funds are invested
in First Interstate BancSystem, Inc. stock (Company Stock). A
participant's investment in Company Stock is limited to 50% of
the participant's account balance, as defined.
As of December 31, 2000 and 1999, plan assets invested in
Company Stock were 32% and 34% of net assets available for
benefits, respectively.
(F) PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement,
a participant may elect to receive a lump-sum amount equal to the
value of the participant's vested interest in his or her account
or a series of annual installments over a period of up to ten
years. For termination of service due to other reasons, a
participant may receive the value of the vested interest in his or
her account as a lump sum distribution.
2 (Continued)
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Notes to Financial Statements
December 31, 2000 and 1999
(G) MEMBERS OF PLAN
Members of the Plan include First Interstate BancSystem, Inc. and
the following subsidiaries:
- First Interstate Bank Montana
- First Interstate Bank Wyoming
- Commerce Financial, Inc.
- FIB Capital Trust
- i_Tech Corporation
(2) SUMMARY OF ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING
The financial statements of the Plan are prepared using the
accrual method of accounting.
(B) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities and changes
therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
(C) INVESTMENTS
Investment assets, with the exception of the Company Stock, are
valued at their quoted market prices. Company Stock is valued
based on an independent appraisal prepared by Alex Sheshunoff &
Co. Investment Banking. The appraised fair market value of a share
of Company stock was $38 and $40 at September 30, 2000 and
September 30, 1999, respectively.
Purchases and sales of investments are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
(D) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(E) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity
recognize all derivatives and measure those instruments at fair
value.
SFAS No. 133 is effective for fiscal years beginning after June
15, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt
SFAS No. 133 effective January 1, 2001. Management has not yet
determined the impact of SFAS No. 133 on the Plan financial
statements.
3 (Continued)
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Notes to Financial Statements
December 31, 2000 and 1999
(3) INVESTMENTS
Through December 19, 2000, the Plan's investments were held in trust by
the Trust Financial Services Division of First Interstate Bank in
Montana. Effective December 19, 2000, the plan changed trustees for its
investments, exclusive of First Interstate BancSystem, Inc. stock and the
Loan Fund, to Fidelity Management Trust Company. The following table
presents the fair values of investments, as determined by quoted market
price or appraisal, as of December 31:
2000 1999
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NUMBER OF NUMBER OF
SHARES OR SHARES OR
PRINCIPAL PRINCIPAL
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
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Investments at estimated fair value as
determined by quoted market price:
Spartan Money Market 3,193,815 $ 3,193,815 - $ -
Accessor U.S. Government Money Fund
- - 5,026,351 5,026,351
Accessor Mortgage Securities Fund 217,179 2,719,083 200,933 2,407,177
Vanguard Intermediate - Term Treasury
Fund 38,867 421,706 39,690 402,060
Accessor Growth Fund 248,339 6,652,997 190,938 6,698,107
Accessor Intermediate Fixed Income Fund 212,318 2,477,755 192,335 2,173,386
Accessor International Equity Fund 143,536 2,163,084 112,658 2,424,406
Columbia Fixed Income Securities Fund 36,731 476,406 42,931 534,063
Federated GNMA Fund 46,809 522,853 46,183 497,395
SEI Index Fund 80,396 3,284,181 76,727 3,491,095
Harbor International Fund 45,625 1,600,977 37,284 1,560,709
Accessor Value & Income Fund 380,073 7,833,297 249,159 5,157,599
Accessor Short Intermediate Fixed Income
Fund 167,602 2,007,874 156,482 1,851,179
Accessor Small to Mid Cap Fund 287,574 5,739,969 186,448 5,106,811
Loan Fund 137,508 137,508 121,583 121,583
Investments at estimated fair value as
determined by appraisal:
First Interstate BancSystem, Inc. Stock 488,995 18,581,811 491,387 19,655,480
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$57,813,316 $57,107,401
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The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated in value by
$5,699,770 in 2000, and appreciated in value by $6,023,880 in 1999.
4 (Continued)
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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Notes to Financial Statements
December 31, 2000 and 1999
(4) PARTICIPANT LOANS
Participant loans are limited to lesser of (a) 50% of the participant's
vested account balance or (b) $50,000, reduced by the excess, if any, of
(i) the participant's highest outstanding loan balance during the
previous year, over (ii) the participant's outstanding loan balance on
the date the loan is made. Loan terms shall not exceed the earlier of (a)
15 years if the loan is for the purchase of a principal residence of the
borrower, (b) 5 years for all other loans, or (c) upon termination of
employment of the borrower. The loans are secured by the balance in the
participant's account and bear a rate of interest which is commensurate
with the interest rates being charged at the time such loan is made under
similar circumstances by financial institutions in the community in which
the Company's principal office is then located. Interest rates on the
participant loans outstanding at December 31, 2000 ranged from 7% to
10.5%. Principal and interest is paid ratably through monthly payroll
deductions.
(5) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(6) TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated January 9, 1998 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(7) ADMINISTRATIVE EXPENSES
Through December 19, 2000, the Trust Financial Services Division of First
Interstate Bank in Montana held the Plan's assets in trust and performed
the recordkeeping for the Plan. Effective December 19, 2000, Fidelity
Management Trust Company holds the Plan's assets in trust and Rocky
Mountain Employee Benefits, Inc. performs the recordkeeping for the Plan,
exclusive of First Interstate BancSystem, Inc. stock and the Loan Fund.
The administrative fees related to these services performed for the Plan
are paid by the Company.
(8) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of the Plan's financial instruments:
Investments. See Note 2(c) regarding investment valuation.
Participant Loans. The carrying amounts approximate fair value
because of the short maturity of those instruments and the rates of
interest associated with payments under the agreements approximate
the current borrowing rates available to participants for agreements
with similar characteristics.
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SCHEDULE 1
SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Schedule of Assets Held for Investment Purposes
December 31, 2000
Description of investment
Identity of issue, including maturity date,
borrower, lessor rate of interest, collateral, Current
or similar party par or maturity value value
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Fidelity Investments Spartan Money Market Fund $ 3,193,815
Accessor Capital Management Accessor Mortgage Securities Fund 2,719,083
The Vanguard Group Vanguard Intermediate - Term Treasury Fund 421,706
Accessor Capital Management Accessor Growth Fund 6,652,997
Accessor Capital Management Accessor Intermediate Fixed Income Fund 2,477,755
Accessor Capital Management Accessor International Equity Fund 2,163,084
Columbia Funds Columbia Fixed Income Securities Fund 476,406
Federated Securities Corp. Federated GNMA Fund 522,853
Financial Services Company SEI Index Fund 3,284,181
Harbor Fund Harbor International Fund 1,600,977
Accessor Capital Management Accessor Value & Income Fund 7,833,297
Accessor Capital Management Accessor Short Intermediate Fixed Income
Fund 2,007,874
Accessor Capital Management Accessor Small to Mid Cap Fund 5,739,969
Savings and Profit Sharing Plan Loans to plan participants
for Employees of First Interstate
BancSystem, Inc. 137,508
First Interstate BancSystem, Inc.* Common stock of First Interstate
BancSystem, Inc. 18,581,811
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$ 57,813,316
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* party in interest to the Plan
See accompanying independent auditors' report.
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SCHEDULE 2
SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF
FIRST INTERSTATE BANCSYSTEM, INC.
Schedule of Reportable Transactions
Year Ended December 31, 2000
IDENTITY OF
PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE LEASE RENTAL
-------------- -------------------- -------------- ------------- ------------
Accessor Capital Management Accessor U.S. Government Money Fund -- 3,164,981 --
Fidelity Investments Spartan Money Market Fund 3,164,981 -- --
CURRENT VALUE
EXPENSE OF ASSET ON
INCURRED WITH TRANSACTION NET
TRANSACTION COST OF ASSET DATE GAIN (LOSS)
----------- ------------- ---- -----------
Accessor Capital Management -- 3,164,981 3,164,981 --
Fidelity Investments -- 3,164,981 3,164,981 --
See accompanying independent auditors' report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM,
INC.
JUNE 11, 2001 /s/ BRUCE C. PARKER
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Date Bruce C. Parker
President, Trust Investment Services
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FIRST INTERSTATE BANCSYSTEM, INC.
EXHIBIT INDEX
Exhibit Document
23.1 Consent of KPMG LLP, Independent Certified Public Accountants.