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Section 1: SC 13D/A (SC 13D/A)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ---------------------------------------------------------------- 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
 
---------------------------------------------------------------- 
FIRST INTERSTATE BANCSYSTEM, INC.
(Name of Issuer)
Class A Common Stock and Class B Common Stock
(Title of Class of Securities)
Class A Common Stock: 32055Y 201; Class B Common Stock: 32055Y 300
(CUSIP Number)
James R. Scott
c/o First Interstate BancSystem, Inc.
401 North 31st Street
Billings, Montana 59116
(406) 255-5390
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 21, 2020
(Date of Event Which Requires Filing of This Statement)
---------------------------------------------------------------- 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 20 Pages)




CUSIP Nos.: 32055Y 201; 32055Y 300

Page 2 of 20 Pages


1.
Names of Reporting Persons
 
Risa K. Scott
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF; OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Montana, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7.
Sole Voting Power
 
4,217,725 (of which 4,217,640 are shares of Class B Common Stock and 85 are shares of Class A Common Stock)
8.
Shared Voting Power
 
85,836 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
4,217,725 (of which 4,217,640 are shares of Class B Common Stock and 85 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
85,836 (all of which are shares of Class B Common Stock
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,303,561 (of which 4,303,476 are shares of Class B Common Stock and 85 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
9.1% Class A Common Stock; 19.4% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 3 of 20 Pages

1.
Names of Reporting Persons
 
N Bar 5, Limited Partnership
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Delaware, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7.
Sole Voting Power
 
3,795,676 (all of which are shares of Class B Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
3,795,676 (all of which are shares of Class B Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,795,676 (all of which are shares of Class B Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
8.1% Class A Common Stock; 17.1% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
PN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 4 of 20 Pages

1.
Names of Reporting Persons
 
James R. Scott
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Montana, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
4,278,908 (of which 4,240,440 are shares of Class B Common Stock and 38,468 are shares of Class A Common Stock)
8.
Shared Voting Power
 
395,075 (of which 364,977 are shares of Class B Common Stock and 30,098 are shares of Class A Common Stock)
9.
Sole Dispositive Power
 
4,278,908 (of which 4,240,440 are shares of Class B Common Stock and 38,468 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
395,075 (of which 364,977 are shares of Class B Common Stock and 30,098 are shares of Class A Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,673,983 (of which 4,605,417 are shares of Class B Common Stock and 68,566 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
9.8% Class A Common Stock; 20.7% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 5 of 20 Pages

1.
Names of Reporting Persons
 
John M. Heyneman, Jr.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
1,246,544 (of which 1,240,713 are shares of Class B Common Stock and 5,831 are shares of Class A Common Stock)
8.
Shared Voting Power
 
343,344 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
1,246,544 (of which 1,240,713 are shares of Class B Common Stock and 5,831 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
343,344 (all of which are shares of Class B Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,589,888 (of which 1,584,057 are shares of Class B Common Stock and 5,831 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
3.6% Class A Common Stock; 7.1% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 6 of 20 Pages

1.
Names of Reporting Persons
 
Thomas W. Scott
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
2,230,693 (of which 2,230,488 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
2,230,693 (of which 2,230,488 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,230,693 (of which 2,230,488 are shares of Class B Common Stock and 205 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
4.9% Class A Common Stock; 10.0% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 7 of 20 Pages

1.
Names of Reporting Persons
 
Homer A. Scott, Jr.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
2,210,848 (of which 2,172,241 are shares of Class B Common Stock and 38,607 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
26,193 (all of which are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
2,184,655 (of which 2,172,241 are shares of Class B Common Stock and 12,414 are shares of Class A Common Stock)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,210,848 (of which 2,172,241 are shares of Class B Common Stock and 38,607 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
4.9% Class A Common Stock; 9.8% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 8 of 20 Pages

1.
Names of Reporting Persons
 
Susan S. Heyneman
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Montana, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
851,570 (of which 843,345 are shares of Class B Common Stock and 8,225 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
851,570 (of which 843,345 are shares of Class B Common Stock and 8,225 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
851,570 (of which 843,345 are shares of Class B Common Stock and 8,225 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
1.9% Class A Common Stock; 3.8% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 9 of 20 Pages

1.
Names of Reporting Persons
 
James R. Scott, Jr.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Oregon, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
91,397 (of which 46,570 are shares of Class B Common Stock and 44,827 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
91,397 (of which 46,570 are shares of Class B Common Stock and 44,827 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
91,397 (of which 46,570 are shares of Class B Common Stock and 44,827 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.2% Class A Common Stock; 0.2% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 10 of 20 Pages

1.
Names of Reporting Persons
 
Jonathan R. Scott
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Arizona, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
565,139 (of which 564,996 are shares of Class B Common Stock and 143 are shares of Class A Common Stock)
8.
Shared Voting Power
 
166,162 (all of which are shares of Class B Common Stock)
9.
Sole Dispositive Power
 
565,139 (of which 564,996 are shares of Class B Common Stock and 143 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
166,162 (all of which are shares of Class B Common Stock)

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
731,301 (of which 731,158 are shares of Class B Common Stock and 143 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
1.7% Class A Common Stock; 3.3% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 11 of 20 Pages

1.
Names of Reporting Persons
 
Jeremy Scott
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
Wyoming, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
22,074 (of which 21,674 are shares of Class B Common Stock and 400 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
22,074 (of which 21,674 are shares of Class B Common Stock and 400 are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
0

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
22,074 (of which 21,674 are shares of Class B Common Stock and 400 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.1% Class A Common Stock; 0.1% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN


CUSIP Nos.: 32055Y 201; 32055Y 300

Page 12 of 20 Pages

1.
Names of Reporting Persons
 
Sandra A. Scott Suzor
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☒        (b)  ☐
 
3.SEC Use Only
 
4.
Source of Funds (See Instructions)
 
PF, OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
6.
Citizenship or Place of Organization
 
California, U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
7.
Sole Voting Power
 
711,770 (of which 585,698 are shares of Class B Common Stock and 126,072 are shares of Class A Common Stock)
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
56,227 (all of which are shares of Class A Common Stock)
10.
Shared Dispositive Power
 
464,286 (of which 394,441 are shares of Class B Common Stock and 69,845 are shares of Class A Common Stock)

11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
711,770 (of which 585,698 are shares of Class B Common Stock and 126,072 are shares of Class A Common Stock)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
13.
Percent of Class Represented by Amount in Row (11)
 
1.6% Class A Common Stock; 2.6% Class B Common Stock
14.
Type of Reporting Person (See Instructions)
 
IN




CUSIP Nos.: 32055Y 201; 32055Y 300

Page 13 of 20 Pages

ITEM 1.SECURITY AND ISSUER
This filing relates to shares of the Class A common stock, no par value per share ("Class A Stock"), and the Class B common stock, no par value per share (the “Class B Stock” and, together with the Class A Stock, the "Common Stock"), of First Interstate BancSystem, Inc., a Montana corporation (the “Issuer”), which has its principal executive offices at 401 North 31st Street, Billings, Montana 59116. The Class A Stock is listed on the NASDAQ stock market under the symbol “FIBK.” The Class B Stock, which is not listed on any market or exchange, is convertible at any time into Class A Stock on a share for share basis at the discretion of the holder. The conversion feature of the Class B Stock does not expire. Each share of Class A Stock is entitled to one vote per share. Each share of Class B Stock is entitled to five votes per share.
The Issuer had 43,034,082 shares of Class A Stock and 22,195,679 shares of Class B Stock outstanding as of September 30, 2019. All beneficial ownership and voting power percentage calculations with respect to the Common Stock are based on the outstanding shares as of such date.
All beneficial ownership calculations contained in this Schedule 13D have been made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
 
ITEM 2.IDENTITY AND BACKGROUND
(a) – (c) This schedule is being filed by each of Risa K. Scott, N Bar 5, Limited Partnership (“N Bar 5”), James R. Scott, John M. Heyneman, Jr., Thomas W. Scott, Homer A. Scott, Jr., Susan S. Heyneman, James R. Scott, Jr., Jonathan R. Scott, Jeremy Scott, and Sandra A. Scott Suzor (each, a “Reporting Person” and collectively, the “Reporting Persons”).

Ms. Risa K. Scott is the sister of the late Mr. Randall I. Scott, who served as a director of the Issuer from 1993 to 2002 and from 2003 to 2011 and from 2012 to 2019. Ms. Scott became managing general partner of N Bar 5 following Mr. Scott's passing in November 2019. N Bar 5 is a Delaware limited partnership engaged in the business of managing investments. The business address for each of Ms. Scott and N Bar 5 is P.O. Box 7113, Billings, Montana 59103.
Mr. James R. Scott has been a director of the Issuer since 1971, the Vice Chairman of the Issuer’s board of directors from 1990 through 2012 and the Executive Vice Chairman of the Issuer’s board of directors from 2013 through 2015. On January 21, 2016, Mr. Scott assumed the role of Chairman of the Issuer’s board of directors. Mr. Scott is also Managing Partner of J.S. Investments Limited Partnership ("J.S. Investments") and a board member of Foundation for Community Vitality. The business address for Mr. Scott is P.O. Box 7113, Billings, Montana 59103.
Mr. John M. Heyneman, Jr. was a director of the Issuer from 2010 through 2015 and re-elected in May 2018. Mr. Heyneman is currently the Executive Director for the Plank Stewardship Initiative, a non-profit organization providing technical solutions to ranchers in the Northern Great Plains. Mr. Heyneman was previously Project Manager of Partnership for Wyoming’s Future from 2009 through 2012. Mr. Heyneman is Chairman of the Padlock Ranch Corporation, and Managing General Partner of Towanda Investments Limited Partnership (“Towanda”), a Delaware limited partnership engaged in the business of managing investments. The business address for Mr. Heyneman is 4100 Big Horn Avenue, Sheridan, Wyoming 82801.
Mr. Thomas W. Scott was a director of the Issuer from 1971 through 2015, serving as Chairman of the Issuer’s board of directors from 2004 through 2015. Mr. Scott retired from the Company’s board of directors effective January 21, 2016. Mr. Scott’s business address is P.O. Box 190, Dayton, Wyoming 82836.
Mr. Homer A. Scott, Jr. is a retired director of the Issuer. Mr. Scott’s business address is P.O. Box 2007, Sheridan, Wyoming 82801.
Ms. Susan S. Heyneman is a retired director of the Issuer. Ms. Heyneman's business address is P.O. Box 7113, Billings, Montana, 59103.
Mr. James R. Scott, Jr. has been a director of the Issuer since May 2015. Mr. Scott served as a Commercial Loan Manager with the Issuer in Ashland, Oregon from 2017 to 2019. Prior to his appointment as Commercial Loan Manager, Mr. Scott was a Vice President in the Issuer’s Missoula Commercial Banking group. From 2010 to 2014, Mr. Scott was an analyst in commercial banking with Citywide Banks of Denver, Colorado. The business address for Mr. Scott is 315 High Street, Ashland, Oregon 97520.



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 14 of 20 Pages

Mr. Jonathan R. Scott has been a director of the Issuer since February 2020. Mr. Scott previously served as a director from 2006 to 2011 and 2013 to 2019. Mr. Scott served as President of the Issuer’s Jackson branch from 2011 to 2019. Prior to that appointment, Mr. Scott served in various management and other positions with the Issuer including serving as Community Development officer from 2008 to 2011, President of FIB CT, LLC, dba Crytech, a related non-bank subsidiary of the Issuer from 2004 to 2008, and an employee of the Issuer’s Financial Services and Marketing Divisions from 1998 to 2004. The business address for Mr. Scott is 3544 E. Rose Lane, Paradise Valley, Arizona 85253.

Mr. Jeremy Scott is the nephew of the late Mr. Randall I. Scott, who served as a director of the Issuer from 1993 to 2002 and from 2003 to 2011 and from 2012 to 2019. The business address for Mr. Scott is P.O. Box 592, Dayton, Wyoming 82836.

Ms. Sandra A. Scott Suzor was a director of the Issuer from 2000 to 2006 and from 2007 to 2013. The business address for Ms. Suzor is 7 Beartooth Drive, Sheridan, Wyoming 82801.
(d) – (e) During the last five years, none of the foregoing Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the foregoing Reporting Persons and other natural persons for whom information has been provided is a citizen of the United States of America. 

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This filing does not reflect any purchase of securities by the Reporting Persons. Rather, this filing is being made due to the combination of the Reporting Persons, including new Reporting Persons, following the passing of the late Mr. Randall I. Scott, for the purpose of acting together as a group as set forth below in Item 4.
 
ITEM 4.PURPOSE OF TRANSACTION
Each Reporting Person, as either one of the descendants of Homer Scott, Sr., the founder of the Issuer, or an affiliate thereof, has been a long-time beneficial owner of shares of Common Stock. Prior to the effective date of the Charter (as defined below), the shares of capital stock held by each of the Reporting Persons have been held without any arrangement, relationship, understanding or agreement among them to act together for the purpose of acquiring, holding, voting or disposing of any of such equity securities or to otherwise seek to influence on a concerted basis control over the Issuer, other than the Shareholder Agreement (as defined below), including predecessor versions thereof, which contains certain customary transfer restrictions and provides the parties thereto a right of first refusal, except for certain permitted transfers.
Randall Scott, an original Reporting Person, passed away on November 9, 2019. Risa Kae Scott, his sister, was elected to be the next Managing General Partner of N Bar 5 on November15, 2020. Ms. Scott also agreed to replace Randall Scott as a Reporting Person. In addition, as part of the Dan Scott (deceased father of Randall and Risa Scott) family succession plan, Ms. Scott’s and Randall Scott’s nephew, Jeremy Scott, has agreed to become a Reporting Person. Also, as part of the Homer Scott family succession planning, Sandra Suzor, his daughter, has agreed to become a Reporting Person. Similarly, as part of the James Scott family succession planning, James Scott, Jr., his son, has agreed to become a Reporting Person. Finally, as part of the Thomas Scott family succession planning, Jonathan Scott, his son, has agreed to become a Reporting Person.

Effective February 21, 2020, the Reporting Persons, including the new members described above, formed the Scott Family FIBK Shareholder Group (“SFFSG”). The SFFSG members adopted, and agreed to be bound by, a charter (the “Charter”) for the purposes of formalizing their efforts to (a) reach consensus on matters of importance to them with respect to the Issuer, including matters requiring the vote of the shareholders of the Issuer, and (b) provide a vehicle to communicate such consensus views in a timely and efficient manner to the Issuer’s independent directors and senior management team. The SFFSG members believe that this arrangement will enable more effective dialogue with such directors and management. The SFFSG members have entered into confidentiality agreements with the Company and have agreed to abide by the terms of the Company’s insider trading policy with respect to the information they may receive from time to time by the Company as a result of this arrangement. By forming the SFFSG, the Reporting Persons, which own collectively and in the aggregate more than 50% of the outstanding voting securities of the Issuer, also intend to act in a manner such that the Issuer continues to qualify for the “controlled company” exemption under the NASDAQ Marketplace Rules.



CUSIP Nos.: 32055Y 201; 32055Y 300

Page 15 of 20 Pages

While the goal of the SFFSG is to act collectively and in a unified manner on issues of importance to them regarding the Issuer, the Charter does not bind the SFFSG members to vote in unison the shares of Common Stock beneficially held by them. In addition, the Charter does not restrict the ability of any SFFSG member to dispose of shares of Common Stock beneficially held by such member.

Other than in connection with the contracts, arrangements, understandings or relationships with respect to securities of the Issuer described in Item 6 below, including the Scott Family Shareholders’ Agreement among Scott family members dated October 29, 2010 (the “Shareholder Agreement”), and as described above in this Item 4, there are no other plans or proposals that would result in the acquisition of additional securities or disposition of additional securities of the Issuer.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the securities described herein for investment purposes and they intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the board of directors of the Issuer, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional shares of common stock and/or warrants, selling some or all of its shares of common stock and/or warrants, or changing its intention with respect to any and all matters referred to in Item 4.

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
(a) – (b) The group composed of the Reporting Persons included in this filing beneficially owns an aggregate of 17,073,741 shares of Common Stock (of which 16,780,780 are shares of Class B Stock and 292,961 are shares of Class A Stock), representing approximately 28.5% of the Class A Stock and 75.6% of the Class B Stock. Such shares of Common Stock represent approximately 54.7% of the voting power of the Common Stock. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

Risa K. Scott beneficially owns 4,303,561 shares of Common Stock (of which 4,303,476 are shares of Class B Stock and 2,250 are shares of Class A Stock), representing 9.1% of the Class A Stock and 19.4% of the Class B Stock. This amount includes 3,795,676 shares of Class B Stock held by N Bar 5, over which Ms. Scott has sole voting and dispositive power as its managing general partner. Ms. Scott disclaims beneficial ownership of the shares owned by N Bar 5 except to the extent of her pecuniary interest therein. The shares of Class B Stock held by N Bar 5 represent 8.1% of the Class A Stock and 17.1% of the Class B Stock. Ms. Scott has sole voting and dispositive power over an additional 285,601 shares of Class B Stock held by a trust for which Ms. Scott serves as trustee and is a beneficiary. Ms. Scott has shared voting and dispositive power over an additional 85,836 shares of Class B Stock held by a family trust, of which Ms. Scott is the co-trustee and beneficiary.

James R. Scott beneficially owns 4,673,983 shares of Common Stock (of which 4,605,417 are shares of Class B Stock and 68,566 are shares of Class A Stock), representing 9.8% of the Class A Stock and 20.7% of the Class B Stock. Mr. Scott has sole voting and dispositive power over 4,278,908 shares of Common Stock (of which 4,240,440 are shares of Class B Stock and 38,468 are shares of Class A Stock), which includes 2,266,402 shares of Class B Stock held as co-trustee of the James R. Scott Revocable Trust, 1,901,036 shares of Class B Stock held by J.S. Investments, with respect to which Mr. Scott acts as the managing general partner, 73,002 shares of Class B Stock held as conservator for a custodial account, 17,764 shares of Class A Stock owned through Mr. Scott’s 401(k) plan account pursuant to the Savings and Profit Sharing Plan of First Interstate BancSystem, Inc., 14, 473 shares of Class A Stock held through a brokerage account for the benefit of a trust with respect to which Mr. Scott is trustee and a beneficiary. Mr. Scott has shared voting and dispositive power over 395,075 shares of Common Stock (of which 364,977 are shares of Class B Stock and 30,098 are shares of Class A Stock), which includes 35,240 shares of Class B Stock held as president of a family charitable foundation, 7,096 shares of Class B Stock held as co-trustee of a trust of a family member, and 352,739 shares of Common Stock (of which


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322,641 are shares of Class B Stock and 30,098 are shares of Class A Stock) held as a board member of Foundation for Community Vitality, a non-profit organization.

John M. Heyneman, Jr. beneficially owns 1,589,888 shares of Common Stock (of which 1,584,057 are shares of Class B Stock and 5,831 are shares of Class A Stock), representing 3.6% of the Class A Stock and 7.1% of the Class B Stock. This amount includes 1,085,792 shares of Class B Stock held by Towanda, over which Mr. Heyneman has sole voting and dispositive power as its managing general partner . Mr. Heyneman disclaims beneficial ownership of the shares owned by Towanda except to the extent of his pecuniary interest therein. Mr. Heyneman has sole voting and dispositive power over an additional 160,752 shares of Common Stock (of which 154,921 are shares of Class B Stock and 5,831 are shares of Class A Stock), which includes 139,921 shares of Class B Stock held as trustee of the John M. Heyneman, Jr. Revocable Trust. Mr. Heyneman has shared voting and dispositive power over 343,344 shares of Class B Stock held by four separate trusts, of which Mr. Heyneman is the co-trustee of each trust. Mr. Heyneman disclaims beneficial ownership of all shares of Class B Stock held by such trusts, the beneficiaries of which are various family members.

Thomas W. Scott beneficially owns 2,230,693 shares of Common Stock (of which 2,230,488 are shares of Class B Stock and 205 are shares of Class A Stock), representing 4.9% of the Class A Stock and 10.0% of the Class B Stock. Mr. Scott has sole voting and dispositive power over these shares. Included in the 2,230,693 shares of Common Stock beneficially owned by Mr. Scott are 222,528 shares of Class B Stock held by IXL, LLC, a limited liability company for which Mr. Scott acts as a managing partner. Mr. Scott disclaims beneficial ownership of the shares of Class B Stock held by IXL, LLC.

Homer A. Scott, Jr. beneficially owns 2,210,848 shares of Common Stock (of which 2,172,241 are Class B Stock and 38,607 are shares of Class A Stock), representing 4.9% of the Class A Stock and 9.8% of the Class B Stock. Mr. Scott has sole voting and shared dispositive power over all of the shares of Class B Stock, and 12,414 shares of Class A Stock, which are held by Mr. Scott as co-trustee of the Homer A. Scott Jr. Revocable Trust. Mr. Scott has sole voting and dispositive power over an additional 26,193 shares of Class A Stock owned through Mr. Scott’s individual retirement account.

Susan S. Heyneman beneficially owns 851,570 shares of Common Stock (of which 843,345 are shares of Class B Stock and 8,225 are shares of Class A Stock), representing 1.9% of the Class A Stock and 3.8% of the Class B Stock. Ms. Heyneman has sole voting and dispositive power over all 851,570 shares of Common Stock, which are held by Ms. Heyneman as co-trustee of the Susan Heyneman 2008 Revocable Trust.

James R Scott Jr. beneficially owns 91,397 shares of Common Stock (of which 46,570 are shares of Class B Stock and 44,827 are shares of Class A stock), representing 0.2% of the Class A Stock and 0.2% of the Class B Stock. Mr. Scott has sole voting and dispositive power over 91,397 share of Common Stock (of which 46,570 are shares of Class B Stock and 44,827 are shares of Class A Stock), which includes 44,827 shares of Class A stock held through a brokerage account and 46,570 shares of Class B stock owned individually by Mr. Scott.

Jonathan R. Scott beneficially owns 731,301 shares of Common Stock (of which 731,158 are shares of Class B Stock and 143 are shares of Class A Stock), representing 1.7% of the Class A Stock and 3.3% of the Class B Stock. Mr. Scott has sole voting and dispositive power over 565,139 shares of Common Stock (of which 564,996 are shares of Class B Stock and 143 are shares of Class A Stock), which includes 564,731 shares of Class B Stock held as trustee of the Jonathan R. Scott Trust and 143 shares of Class A Stock held through a brokerage account. Mr. Scott has shared voting and dispositive power over 166,162 shares of Class B stock held by two trusts, of which Mr. Scott is the co-trustee of each trust. Mr. Scott disclaims beneficial ownership of all shares of Class B Stock held by such trusts, the beneficiaries of which are various family members.

Jeremy Scott beneficially owns 22,074 shares of Common Stock (of which 21,674 are shares of Class B Stock and 400 are shares of Class A Stock), representing 0.1% of the Class A Stock and 0.1% of the Class B Stock. Mr. Scott has sole voting and dispositive power over all such shares of Common Stock, of which 21,674 shares of Class B Stock and 400 are shares of Class A Stock), which includes 21,674 shares of Class B Stock are held individually and 400 shares of Class A Stock are held through a brokerage account.



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Sandra Suzor beneficially owns 711,770 shares of Common Stock (of which 585,698 are shares of Class B Stock and 126,072 are shares of Class A Stock), representing 1.6% of the Class A Stock and 2.6% of the Class B Stock. Ms. Suzor has sole voting and dispositive power over 56,227 shares of Class A Stock, of which 8,490 shares are held through a brokerage account, 46,874 shares are held as co-trustee of the Sandra Suzor Trust and 953 shares are held individually. Ms. Suzor has shared dispositive power over 69,845 shares of Class A Stock held in various Scott family trusts. Ms. Suzor has sole voting power over 585,698 shares of Class B Stock, of which 160,442 shares are held as co-trustee of the Sandra Suzor Trust, 191,257 shares are held in various family trusts for which Ms. Suzor has been selected as the individual responsible for voting FIBK shares within such trusts, and 233,999 share are held as co-trustee of other family trusts. Ms. Suzor disclaims beneficial ownership of all shares of Class B Stock held by such trusts, the beneficiaries of which are various Scott family members. Ms. Suzor has shared dispositive power over the 160,442 shares of Class B Stock held as co-trustee of the Sandra Suzor Trust, no dispositive power over the 191,257 shares of Class B Stock for which Ms. Suzor has been selected as the responsible voting individual, and shared dispositive power over the 233,999 shares for which Ms. Suzor is a co-trustee.

(c) The following transactions in shares of Common Stock of the Issuer during the 60 days preceding the date hereof were effected by persons identified in Item 2. Shares of Class B Stock transferred to persons other than “permitted transferees” under the Issuer’s Third Amended and Restated Articles of Incorporation are automatically converted into shares of Class A Stock upon transfer.
 
Risa K. Scott disposed of 2,165 shares of Class A Stock in a gift transaction effected by her trust on December 30, 2019.
Susan S. Heyneman converted 6,460 shares of Class B Stock into 6, 460 shares of Class A Stock on February 6th, 2020.

(d) The Reporting Persons know of no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities of the Issuer.

(e) Not applicable.

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As described in Item 4 above, the Reporting Persons have agreed to effect as a group influence or control over the Issuer, and have agreed to conduct themselves in accordance with the terms of the Charter. As referenced in Item 4 above, the Reporting Persons are also parties to or subject to the contracts, arrangements, understandings, and relationships described in this Item 6.
Currently, the Reporting Persons are parties to the Shareholder Agreement which contains certain customary transfer restrictions with respect to the Class B Stock and provides the parties thereto a right of first refusal, except for certain permitted transfers. The primary purpose of the Shareholder Agreement is to preserve opportunities within the extended Scott family to purchase shares of Class B Stock before they are converted and sold in the open market as shares of Class A Stock. The Shareholder Agreement is not applicable to shares of Class A Stock and, except as specifically set forth therein, does not provide for any arrangement, relationship, understanding or agreement among them to act together for the purpose of acquiring, holding, voting or disposing of any of such equity securities or to otherwise seek to influence on a concerted basis control over the Issuer. A copy of the Shareholder Agreement was previously filed with the Securities and Exchange Commission. The foregoing description of the Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference.
Additionally, certain of the Reporting Persons may have pledged their interests in the shares of Common Stock as collateral for loans from third-party financial institutions pursuant to various loan agreements.




 


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ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.
 
Exhibit No.  Title
99.1  Amended and Restated Joint Filing Agreement
99.2*  Power of Attorney
99.3*  Power of Attorney of Ms. Susan S. Heyneman
99.4*Power of Attorney of Ms. Risa K. Scott
99.5
Power of Attorney of Mr. James R. Scott, Jr.
99.6Power of Attorney of Mr. Jonathan R. Scott
99.7Power of Attorney of Mr. Jeremy Scott
99.8Power of Attorney of Ms. Sandra A. Scott Suzor
99.9SFFSG Committee Charter dated as of February 21, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.




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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
February 21, 2020
Date
*
Risa K. Scott
N Bar 5, Limited Partnership
By:*
Name:Risa K. Scott
Title:Managing General Partner
*
James R. Scott
*
John M. Heyneman, Jr.
*
Thomas W. Scott
*
Homer A. Scott, Jr.
*
Susan S. Heyneman
*
James R. Scott, Jr.
*
Jonathan R. Scott
*
Jeremy Scott
*
Sandra A. Scott Suzor
*By:     /s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact
 



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EXHIBIT INDEX
 
Exhibit No.  Title
99.1*  Amended and Restated Joint Filing Agreement
99.2*  Power of Attorney
99.3*  Power of Attorney of Ms. Susan S. Heyneman
99.4*Power of Attorney of Ms. Risa K. Scott
99.5Power of Attorney of Mr. James R. Scott, Jr.
99.6Power of Attorney of Mr. Jonathan R. Scott
99.7Power of Attorney of Mr. Jeremy Scott
99.8Power of Attorney of Ms. Sandra A. Scott Suzor
99.9SFFSG Committee Charter dated February 21, 2020
99.10*Scott Family Shareholders’ Agreement dated October 29, 2010
 
*Previously filed.



































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Section 2: EX-99.1 (EX-99.1)

Document


Exhibit 99.1

AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

This Amended and Restated Agreement (this “Agreement”) is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each Joint Filer agrees that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to his or her ownership of the Class A Common Stock and Class B Common Stock of First Interstate BancSystem, Inc., and that said joint filing may thereafter be amended by further joint filings. Each Joint Filer states that he or she satisfied the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby execute and deliver this Agreement as of this 21st day of February 2020.

 
JOINT FILERS
*
James R. Scott, Jr.
*
Jeremy Scott
*
Jonathan R. Scott
*
Sandra A. Scott Suzor
*
Risa K. Scott
N Bar 5, Limited Partnership
By:*
Name:Risa K. Scott
Title:Managing General Partner
*
James R. Scott
*
John M. Heyneman, Jr.



*
Thomas W. Scott
*
Homer A. Scott, Jr.
*
Susan S. Heyneman
*By:     /s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact

        

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Section 3: EX-99.5 (EX-99.5)

Document


Exhibit 99.5

POWER OF ATTORNEY
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Timothy Leuthold, Kirk Jensen, Brooke Buchanan, and Brian Murphy as his true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of First Interstate BancSystem, Inc. (the “Company”), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act or Schedules 13D or 13G required to be filed by Section 13(d) or Section 13(g) of the Act and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
        The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16, Section 13(d) or Section 13(g) of the Act.
        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2020.
     

/s/ James R. Scott, Jr.

 
 

 
 
James R. Scott, Jr. 
 

  
 


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Section 4: EX-99.6 (EX-99.6)

Document


Exhibit 99.6

POWER OF ATTORNEY
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Timothy Leuthold, Kirk Jensen, Brooke Buchanan, and Brian Murphy as his true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of First Interstate BancSystem, Inc. (the “Company”), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act or Schedules 13D or 13G required to be filed by Section 13(d) or Section 13(g) of the Act and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
        The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16, Section 13(d) or Section 13(g) of the Act.
        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of February, 2020.
     

/s/ Jonathan Scott

 
 

 
 
Jonathan Scott 
 

  
 


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Section 5: EX-99.7 (EX-99.7)

Document


Exhibit 99.7

POWER OF ATTORNEY
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Timothy Leuthold, Kirk Jensen, Brooke Buchanan, and Brian Murphy as his true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of First Interstate BancSystem, Inc. (the “Company”), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act or Schedules 13D or 13G required to be filed by Section 13(d) or Section 13(g) of the Act and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
        The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16, Section 13(d) or Section 13(g) of the Act.
        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2020.
     

/s/ Jeremy Scott

 
 

 
 
Jeremy Scott 
 

  
 


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Section 6: EX-99.8 (EX-99.8)

Document


Exhibit 99.8

POWER OF ATTORNEY
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Timothy Leuthold, Kirk Jensen, Brooke Buchanan, and Brian Murphy as her true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) and Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of First Interstate BancSystem, Inc. (the “Company”), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Act or Schedules 13D or 13G required to be filed by Section 13(d) or Section 13(g) of the Act and the rules and regulations thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
        The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16, Section 13(d) or Section 13(g) of the Act.
        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2020.
     

/s/ Sandra A. Scott Suzor

 
 

 
 
Sandra A. Scott Suzor
 

  
 


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Section 7: EX-99.9 (EX-99.9)

Document

Exhibit 99.8
Scott Family First Interstate BancSystem, Inc. (“FIBK”) Shareholders Group
Committee Charter
Adopted 2-21-20

Rationale
WHEREAS, the Scott Family (the “Family”) has a long history of ownership of FIBK, initially, as a private company, and, after FIBK went public in 2010, as a major shareholder of FIBK; and
WHEREAS, the Family currently owns high-vote FIBK “B Common Shares” adequate to collectively control over 50% of the voting rights of all FIBK shareholders. FIBK’s one-vote-per-share “A Common Shares” are listed on the NASDAQ stock exchange; and
WHEREAS, Family members currently hold four of fourteen seats on the Board of Directors of FIBK, and three other family members are currently designated as “Board Observers.” In those roles, those Family members have access to material non-public information (“MNPI”) of FIBK; and
WHEREAS, Board members owe fiduciary duties of care and loyalty to FIBK and all FIBK shareholders. Board Observers are not subject to those fiduciary duties, but must sign a Board Observer and Confidentiality Agreement (the “BOCA”), which also contains restrictions on insider trading consistent with FIBK’s Insider Trading Policy, and abide by any blackout, approval or notification requirements specified therein. Family members who are Board Directors and other Family members who will be part of the “Shareholder Group” (as defined below), are or will be subject to confidentiality agreements having comparable terms to the BOCA (collectively, the “Confidentiality Agreements”). Both Directors, and Board Observers who enter into a BOCA, are permitted by FIBK to use MNPI solely for the benefit of FIBK. In addition, the Family members who are Board Directors or Board Observers or are otherwise members of the SSFFG are further authorized by FIBK to use MNPI for their own benefit, but only when acting solely in their capacities as shareholders of FIBK, consistent with the approved purposes outlined in their respective Confidentiality Agreements; and
WHEREAS, shareholders have the right to vote their shares consistent with their own best interests when considering any action requiring a shareholder vote to approve such action, including, without limitation, the election of directors, approving the issuance of greater than 20% of the outstanding shares of FIBK, and potential mergers of FIBK with third parties; and
WHEREAS, the Family Board members have been informed by FIBK management and their fellow Directors that it would be in the best interest of FIBK for management and those other Directors to understand the Family’s perspective on certain major matters requiring shareholder approval, including significant potential M&A transactions and director elections, and other issues of interest to the Family; and
WHEREAS, the Family recognizes that potential exists for its collective ownership interests not to be in alignment with each other and other shareholders of FIBK in all instances; and
WHEREAS, in order to receive exemption from certain NASDAQ listing rule governance requirements, which exemptions are available to “controlled companies” (as defined by NASDAQ), certain Family members who collectively control A Common Shares and B Common Shares of FIBK that possess over 50% of the voting power of all outstanding shares of FIBK have formed a group and have filed a Schedule 13D with the Securities and Exchange Commission (“SEC”), identifying the members of that group. The Schedule 13D filing group is made up of four current Directors (Jim Scott, James Scott, John Heyneman and Jon Scott) and three current Board Observers (Homer Scott, Tom Scott, and Susan Heyneman). Assuming that Jon Scott (Director) and James Scott (Director) are added to the Schedule 13D filing group, which additions are acceptable to the existing filing group, that group will include all current Family members who are either Directors or Board Observers of FIBK. In addition, Homer A. Scott, Jr. has requested that his daughter, Sandra Suzor, be added to the filing group, which is also acceptable to the existing filing group. In addition, in order to maintain multi-generational representation from all branches of the Family, Risa Kae Scott and her nephew, Jeremy Scott, have requested to be added to the filing group, which is also acceptable to the existing filing group. The Schedule 13D filing group, as so revised, will then have multi-generational membership from all five branches of the Family, thereby providing for branch generational succession in each of the five branches.
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THEREFORE, it is the intent of the Family to reorganize the Schedule 13D filing group so that it includes the ten Family members mentioned above. It will be referred to internally as the “Scott Family FIBK Shareholder Group” (the “Shareholder Group”). Its purposes will be expanded so that, in addition to enabling FIBK to qualify for NASDAQ controlled company exemption, it will also review important shareholder issues prior to the taking of a vote of FIBK shareholders, attempt to reach a consensus point of view on those issues, and be in a position to communicate that consensus to FIBK management and Board of Directors sufficiently in advance of any such shareholder vote.
Charter of Scott Family FIBK Shareholder Group
Purposes: The Shareholder Group will: (1) Periodically review important shareholder issues prior to shareholder voting and attempt to reach a consensus point of view on each issue, (2) Communicate that consensus point of view to FIBK management and the Board of Directors sufficiently in advance of any such shareholder vote, and (3) Continue to act such that FIBK will continue to qualify for NASDAQ controlled company status, thereby allowing Family members to serve on the FIBK Board’s Compensation and Governance and Nomination Committees.
Membership: Members of the Shareholder Group will be Family shareholders who collectively hold greater than 50% of the voting power of the outstanding common shares of FIBK. If the Shareholder Group membership changes, to add a Family member who is neither a FIBK Director or Board Observer (e.g., Ms. Suzor, unless she becomes a FIBK Director or Board Observer), as a condition to including such new Family member to the Shareholder Group, that individual must first enter into a separate Confidentiality Agreement with FIBK under which that Family member agrees to comply with FIBK insider trading and confidentiality agreements to the same extent as all current Shareholder Group members. Currently, representation from all five Family branches in the Shareholder Group is required to achieve a collective ownership threshold in excess of 50% of the outstanding voting power of FIBK. For that reason, and to provide a basis for reaching a consensus that the broader Family will more likely accept, the Shareholder Group strongly encourages succession planning for future Shareholder Group membership by each Family branch. New members will be selected in order to achieve ownership threshold and promote succession. New members will be selected by majority vote of the current members of the Shareholder Group, with input sought from Shareholder Group members regarding their own branch succession plans.
Leadership: The Shareholder Group will elect a Chair annually. The responsibilities of the Chair will be to: (1) call meetings of the Shareholder Group, (2) develop an agenda for such meetings (with input from the members), (3) provide leadership during the meetings, (4) update Shareholder Group members between meetings, as and when appropriate to do so, (5) work with the members to find and engage resources to serve the Shareholder Group, as and when necessary, (6) develop a budget for Shareholder Group approval, (7) oversee the communication process with FIBK management and non-Family Board members on issues of concern to the Shareholder Group, and (8) act on such other matters as the Shareholder Group may request, from time-to-time. The Shareholder Group will utilize the services of Scott Family Services, Inc., including administrative support and funding.
Meetings: The Shareholder Group will meet at least quarterly, and at such other times as the Chair may deem necessary or appropriate (with input from the members). The quarterly meetings will allow the Shareholder Group to discuss, from the perspective of the Family shareholders, matters of concern to shareholders arising at or prior to such time. Such Shareholder Group discussions may include reference to MNPI of FIBK. The Shareholder Group expects important issues for discussion to include FIBK strategy, director elections and M&A activity. From time-to-time, FIBK management and/or independent FIBK Directors may be invited to attend meetings of the Shareholder Group. Other presenters or resources may also be invited, as the Chair or the Shareholder Group generally deems appropriate.
Shareholder Group decisions and actions: The Shareholder Group is composed of Family shareholders. Family shareholders make decisions by voting their shares. The Shareholder Group will only be able to act in a unified manner, and communicate clearly with FIBK management and the Board, if its Family shareholder members are able to reach a consensus on issues considered by the Shareholder Group. Therefore, the goal is to have Shareholder Group decisions made by consensus, with Shareholder Group members voluntarily agreeing to vote their shares of FIBK common stock in accordance with that consensus. Whether or not the Shareholder Group reaches a consensus, however, all members of the Shareholder Group understand that each of them will be free to vote the FIBK shares beneficially owned by such other member as such member may choose. The Shareholder Group members understand that the goal of consensus may not always be achieved.
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Relationship with the broader Family shareholder group: Twice each calendar year, the Shareholder Group will arrange for a gathering of all members of the Family who are FIBK shareholders. At that gathering, the Shareholder Group will discuss subjects of interest to the broader Family shareholder base. These meetings may include, by invitation from the Shareholder Group, members of FIBK management and/or independent Directors. No member of the Shareholder Group may share FIBK MNPI with any member of the broader Family group, either at these meetings or in any other venue. The broader Family meetings will be scheduled to keep the broader group advised on FIBK issues relevant to Family shareholders. The Shareholder Group intends for such meetings to take place prior to any meeting of shareholders of FIBK at which FIBK shareholders will be voting. Within the limits of applicable SEC rules and regulations regarding solicitation of proxies, the Shareholder Group will explain any action recommended by the Shareholder Group for the consideration of the other Family shareholders.
No agreement as director: Each member of the Shareholder Group who is also a FIBK Director will participate on the Shareholder Group only in his or her capacity as a FIBK shareholder. No action or decision of the Shareholder Group will limit or restrict any action taken by a FIBK Director in his or her capacity as a FIBK Director.
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