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First Interstate BancSystem, Inc.
401 North 31st Street
Billings, MT 59116
March 11, 2010
VIA EDGAR
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| U.S. Securities & Exchange Commission |
| 100 F Street, NE |
| Washington, D.C. 20549 |
Attn:
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Michael Seaman |
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Division of Corporation Finance |
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RE:
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First Interstate BancSystem, Inc. |
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Registration Withdrawal Request |
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Amendment No. 1 to Registration Statement on Form 8-A (File No. 001-34653) |
Ladies and Gentlemen:
This letter is filed in reference to Amendment No. 1 to the Application for Registration on
Form 8-A (File No. 001-34653) of First Interstate BancSystem, Inc., a Montana corporation (the
“Company”), which was filed with the Securities and Exchange Commission (the “Commission”) on March
10, 2010 (the “Form 8-A/A”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The purpose of the filing of the Form 8-A/A was to amend in its
entirety the Company’s Application for Registration on Form 8-A filed with the Commission on April
15, 2002, pursuant to Section 12(g) of the Exchange Act (the “Original Form 8-A12G”).
The Company’s filing agent, Bowne & Co. (the “Filing Agent”), was instructed to file the Form
8-A/A with EDGAR filing code submission type “8-A12G/A”. The Filing Agent, however, was unable to
process the filing request with that submission type, as evidenced by the attached EDGAR test
filing suspensions. In order to process the request promptly, the Filing Agent, without prior
consultation with the Company or its legal counsel, changed the EDGAR filing code submission type
to “8-A12B/A” and effected its filing with the Commission. As a result of the filing with the
incorrect submission type header, the Form 8-A/A appears in the EDGAR system to amend the Company’s
Form 8-A12B (File No. 001-34653) filed on March 9, 2010, with respect to a different class of the
Company’s equity securities.
Notwithstanding the fact that the content of the Form 8-A/A remains complete and correct in
all material respects, including with respect to the reflection on the cover page of the Form 8-A/A
that it was being filed pursuant to Section 12(g) of the Exchange Act, the apparent confusion
caused by the filing of the Form 8-A/A with the improper submission type header has prompted
representatives of The NASDAQ Stock Market LLC, with which the Company is seeking to have its
to-be-registered Section 12(b) equity securities listed in connection with its initial public
offering, to request that the Company seek to have the Form 8-A/A withdrawn.
Therefore, and following telephone conversations with members of the Staff of the Commission
on March 10, 2010, with respect to this matter, the Company hereby respectfully requests the
consent of the Commission to withdraw the Form 8-A/A, without prejudice, in order to eliminate any
confusion with respect to the Company’s registration of its equity securities pursuant to Section
12 of the Exchange Act. Accordingly, the Company hereby respectfully requests that an order
granting withdrawal of the Form 8-A/A be issued as soon as possible and included in the file for
the Form 8-A/A.
The Company intends to re-file promptly Amendment No. 1 to the Application for Registration on
Form 8-A, with the proper EDGAR filing code submission type “8-A12G/A”, to effect as originally
contemplated the amendment to the Original Form 8-A12G. The Company understands that its Filing
Agent has determined, after conversations with EDGAR Filer Support, how to effect properly the
intended filing.
Please forward copies of the order withdrawing the Form 8-A/A to the Company’s counsel,
Holland & Hart LLP, One Boulder Plaza, 1800 Broadway, Suite 300, Boulder, Colorado 80302, Attn:
Scott A. Berdan. In addition, please contact Mr. Berdan as soon as possible following execution of
the order withdrawing the Form 8-A/A. Should you have any questions regarding this matter, please
contact Mr. Berdan at (303) 473-2712.
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Sincerely,
First Interstate BancSystem, Inc.
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By: |
/s/ Carol Stephens Donaldson
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Name: |
Carol Stephens Donaldson, Esq. |
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Title: |
Vice President and Corporate Secretary |
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encl.
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cc:
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Mr. Todd Schiffman, U.S. Securities and Exchange Commission |
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Assistant Director, Financial Services, Division of Corporation Finance |
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Ms. Tamara Kondic, The NASDAQ Stock Market LLC |
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Senior Analyst, Nasdaq Listing Qualifications |
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Mr. David G. Angerbauer, Holland & Hart LLP |
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Ms. Lesley Peng, Simpson Thacher & Bartlett LLP |
Submission Notification
Subject: SUSPENDED FORM TYPE 8-A12G/A (0000950123-10-022801)
Date: 10-Mar-2010 06:04
THE FOLLOWING SUBMISSION HAS BEEN SUSPENDED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
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COMPANY:
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FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE:
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8-A12G/A
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NUMBER OF DOCUMENTS:
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1 |
RECEIVED DATE:
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10-Mar-2010 06:03
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SUSPENSE DATE:
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10-Mar-2010 06:04 |
TEST FILING:
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YES
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CONFIRMING COPY:
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NO |
ACCESSION NUMBER: 0000950123-10-022801
FILE NUMBER(S):
1. None.
THE PASSWORD FOR LOGIN CIK 0000950123 WILL EXPIRE 29-May-2010 20:23.
THIS SUBMISSION SHOULD BE RE-TRANSMITTED IN ITS ENTIRETY AFTER MAKING THE
RECOMMENDED CORRECTIONS.
THE SUSPENDED SUBMISSION COULD CONTAIN ADDITIONAL ERRORS.
| ERR: |
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INVALID_REPORTING_FILE_NUMBER_BLOCK |
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| MSG: |
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The Reporting File Number 001-34653 for CIK 0000860413 does not have a
valid prefix of 000- or 814-. |
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| LOC: |
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LINE NUMBER: 0 |
------------------------------- NOTICE --------------------------------
URGENT: Verify that all of your addresses on the EDGAR database are
correct. An incorrect address in the EDGAR Accounting Contact Name
and Address information may result in your fee Account Activity
Statement being returned to the SEC as undeliverable. Please correct
outdated addresses via the EDGAR filing website.
The EDGAR system is available to receive and process filings from
6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support
staff members are available to respond to requests for assistance from
9:00 a.m. to 5:30 p.m. Eastern Time.
We strongly encourage you to visit the Filing Website at
https://www.edgarfiling.sec.gov. You can download our current version
of the EDGARLink/Windows software and templates, the Filer Manual,
receive on-line help, and access Frequently Asked Questions.
Submission Notification
Subject: SUSPENDED FORM TYPE 8-A12G/A (0000950123-10-022834)
Date: 10-Mar-2010 07:23
THE FOLLOWING SUBMISSION HAS BEEN SUSPENDED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
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COMPANY:
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FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE:
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8-A12G/A
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NUMBER OF DOCUMENTS:
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1 |
RECEIVED DATE:
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10-Mar-2010 07:23
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SUSPENSE DATE:
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10-Mar-2010 07:23 |
TEST FILING:
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YES
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CONFIRMING COPY:
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NO |
ACCESSION NUMBER: 0000950123-10-022834
FILE NUMBER(S):
1. None.
THE PASSWORD FOR LOGIN CIK 0000950123 WILL EXPIRE 29-May-2010 20:23.
THIS SUBMISSION SHOULD BE RE-TRANSMITTED IN ITS ENTIRETY AFTER MAKING THE
RECOMMENDED CORRECTIONS.
THE SUSPENDED SUBMISSION COULD CONTAIN ADDITIONAL ERRORS.
| ERR: |
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INVALID_REPORTING_FILE_NUMBER_BLOCK |
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| MSG: |
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The Reporting File Number 001-34653 for CIK 0000860413 does not have a
valid prefix of 000- or 814-. |
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| LOC: |
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LINE NUMBER: 0 |
------------------------------- NOTICE --------------------------------
URGENT: Verify that all of your addresses on the EDGAR database are
correct. An incorrect address in the EDGAR Accounting Contact Name
and Address information may result in your fee Account Activity
Statement being returned to the SEC as undeliverable. Please correct
outdated addresses via the EDGAR filing website.
The EDGAR system is available to receive and process filings from
6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support
staff members are available to respond to requests for assistance from
9:00 a.m. to 5:30 p.m. Eastern Time.
We strongly encourage you to visit the Filing Website at
https://www.edgarfiling.sec.gov. You can download our current version
of the EDGARLink/Windows software and templates, the Filer Manual,
receive on-line help, and access Frequently Asked Questions.
Submission Notification
Subject: ACCEPTED FORM TYPE 8-A12B/A (0000950123-10-022826)
Date: 10-Mar-2010 06:32
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
*** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING ***
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COMPANY:
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FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE:
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8-A12B/A
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NUMBER OF DOCUMENTS:
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1 |
RECEIVED DATE:
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10-Mar-2010 06:32
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ACCEPTED DATE:
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10-Mar-2010 06:32 |
TEST FILING:
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YES
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CONFIRMING COPY:
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NO |
ACCESSION NUMBER: 0000950123-10-022826
FILE NUMBER(S):
1. 001-34653
THE PASSWORD FOR LOGIN CIK 0000950123 WILL EXPIRE 29-May-2010 20:23.
PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.
REGISTRANT(S):
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1. |
CIK: |
0000860413 |
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COMPANY: |
FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE: |
8-A12B/A |
FILE NUMBER(S):
1. 001-34653
------------------------------- NOTICE --------------------------------
URGENT: Verify that all of your addresses on the EDGAR database are
correct. An incorrect address in the EDGAR Accounting Contact Name
and Address information may result in your fee Account Activity
Statement being returned to the SEC as undeliverable. Please correct
outdated addresses via the EDGAR filing website.
The EDGAR system is available to receive and process filings from
6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support
staff members are available to respond to requests for assistance from
9:00 a.m. to 5:30 p.m. Eastern Time.
We strongly encourage you to visit the Filing Website at
https://www.edgarfiling.sec.gov. You can download our current version
of the EDGARLink/Windows software and templates, the Filer Manual,
receive on-line help, and access Frequently Asked Questions.
Submission Notification
Subject: ACCEPTED FORM TYPE 8-A12B/A (0000950123-10-022827)
Date: 10-Mar-2010 06:57
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
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COMPANY:
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FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE:
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8-A12B/A
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NUMBER OF DOCUMENTS:
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1 |
RECEIVED DATE:
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10-Mar-2010 06:57
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ACCEPTED DATE:
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10-Mar-2010 06:57 |
FILING DATE:
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10-Mar-2010 06:57 |
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TEST FILING:
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NO
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CONFIRMING COPY:
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NO |
ACCESSION NUMBER: 0000950123-10-022827
FILE NUMBER(S):
1. 001-34653
THE PASSWORD FOR LOGIN CIK 0000950123 WILL EXPIRE 29-May-2010 20:23.
PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.
REGISTRANT(S):
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1. |
CIK: |
0000860413 |
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COMPANY: |
FIRST INTERSTATE BANCSYSTEM INC |
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FORM TYPE: |
8-A12B/A |
FILE NUMBER(S):
1. 001-34653
------------------------------- NOTICE --------------------------------
URGENT: Verify that all of your addresses on the EDGAR database are
correct. An incorrect address in the EDGAR Accounting Contact Name
and Address information may result in your fee Account Activity
Statement being returned to the SEC as undeliverable. Please correct
outdated addresses via the EDGAR filing website.
The EDGAR system is available to receive and process filings from
6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support
staff members are available to respond to requests for assistance from
9:00 a.m. to 5:30 p.m. Eastern Time.
We strongly encourage you to visit the Filing Website at
https://www.edgarfiling.sec.gov. You can download our current version
of the EDGARLink/Windows software and templates, the Filer Manual,
receive on-line help, and access Frequently Asked Questions.