First Interstate BancSystem, Inc.
401 North 31st Street
Billings, MT 59116
March 12, 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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Withdrawal of Registration Withdrawal Request |
Ladies and Gentlemen:
This letter is filed in reference to the Registration Withdrawal Request of First Interstate
BancSystem, Inc., a Montana corporation (the Company), which was filed with the Securities and
Exchange Commission (the Commission) on March 11, 2010 (the RW) and inadvertently incorrectly
linked to and included in the Companys Securities Act of 1933 (the Securities Act) File No.
333-164380 rather than its Securities Exchange Act of 1934 (the Exchange Act) File No. 001-34653
as intended and described in the RW. Following telephone conversations with the Staff of the
Commission on March 12, 2010 with respect to this matter, it has been determined to be in the best
interests of the Company and the public that the RW be withdrawn to eliminate any confusion that
might result from its incorrect link to and inclusion in the Companys Securities Act filing record
pertaining to its Registration Statement on Form S-1, as amended (File No. 333-164380), with
respect to which no registration withdrawal request has been filed by the Company.
Therefore, the Company hereby withdraws the RW to ensure, among other things, that the Registration Statement on Form S-1, as amended (File No. 333-164380), not be incorrectly withdrawn or deemed to be withdrawn.
The Company intends to file promptly a Registration Withdrawal Request substantially identical
to the RW but properly linked to and included in the Companys filing record with respect to its
Exchange Act Application for Registration on Form 8-A (File No. 001-34653) as originally intended,
thereby completing the steps necessary to correct the Companys filing record with the Commission
with respect to this matter.
Please direct any questions or concerns regarding the foregoing to the Companys counsel,
Holland & Hart LLP, One Boulder Plaza, 1800 Broadway, Suite 300, Boulder, Colorado 80302, Attn:
Scott A. Berdan, or by phone 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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cc: |
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Mr. Todd Schiffman, U.S. Securities and Exchange Commission
Assistant Director, Financial Services, Division of Corporation Finance
Ms. Tamara Kondic, The NASDAQ Stock Market LLC
Senior Analyst, Nasdaq Listing Qualifications
Mr. David G. Angerbauer, Holland & Hart LLP
Ms. Lesley Peng, Simpson Thacher & Bartlett LLP |