SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_}Preliminary Proxy Statement
{ }Definitive Proxy Statement (Revocation of Consent Statement)
{_}Definitive Additional Materials
{X}Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST INTERSTATE BANCORP
-----------------------------------------
(Name of Registrant as Specified in Its Charter)
FIRST INTERSTATE BANCORP
-----------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{_}$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
{_}$500 per each party to the controversy pursuant to Exchange Act Rules 14a-
6(i)(3).
{_} Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:__________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):_______________________
(4) Proposed maximum aggregate value of transactions: ____________________
(5) Total fee paid: ______________________________________________________
(X) Fee paid previously with preliminary materials.
{_} Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________________
(2) Form, Schedule or Registration Statement No.: _______________________
(3) Filing Party: ________________________________________________________
(4) Date Filed: __________________________________________________________
CONTACT: SHIRLEY HOSOI JOSH PEKARSKY
FIRST INTERSTATE BANCORP KEKST AND COMPANY
(213) 614-3043 (212) 593-2655
FOR IMMEDIATE RELEASE
DEPARTMENT OF JUSTICE REQUESTS INFORMATION ON ANTITRUST ISSUES
RAISED BY WELLS FARGO'S HOSTILE BID FOR FIRST INTERSTATE
-- DOJ REQUESTS DATA ON 37 CALIFORNIA MARKETS --
-- RAISES SERIOUS TIMING ISSUES FOR WELLS
FARGO, CONTRARY TO STATEMENT BY WELLS CEO MADE EARLIER TODAY
LOS ANGELES, CALIFORNIA, DECEMBER 21, 1995 - First Interstate
Bancorp (NYSE: I) yesterday received a request for information
from the U.S. Department of Justice (DOJ) Antitrust Division
relating to the competitive impact a Wells Fargo takeover would
have in 37 of the 48 California markets in which the two banks
have overlapping operations. These include such major California
markets as Los Angeles, San Francisco, Sacramento and San Diego.
In its application to the Federal Reserve Board, Wells Fargo has
proposed to make divestitures in only 14 markets. First
Interstate has not received a similar request for information from
the DOJ relating to its agreed merger with First Bank System,
which does not present any antitrust issues.
Among other things, the DOJ request seeks extensive information
relating to competition in making commercial and industrial loans,
which are loans unsecured by real estate, to small and medium
sized businesses. The extension of unsecured business loans to
these markets has been an area of particular concern to the
Department of Justice Antitrust Division because it is a
marketplace often not served by thrifts and non-bank competitors
and only fully served by commercial banking institutions. In
addition, the DOJ has requested significant information about both
First Interstate's California branch network as well as individual
First Interstate branches.
"The extensive nature of the DOJ Antitrust Division's request
raises serious questions about the magnitude of divestitures Wells
has said it would have to make and even more serious questions
about Wells' ability to match the speed and certainty of our
agreed merger with First Bank," said William E. B. Siart, First
Interstate's Chairman and Chief Executive Officer. "This request,
which was received by us yesterday, also raises troubling
questions about the credibility of Wells' management, which
earlier today stated that Wells is on 'essentially the same
timeline' as First Bank. Clearly, it is not."
# # #
The participants in this solicitation include First
Interstate Bancorp ("First Interstate"), the following
directors: John E. Bryson, Edward M. Carson, Dr. Jewel
Plummer Cobb, Ralph P. Davidson, Myron Du Bain, Don C.
Frisbee, George M. Keller, Thomas L. Lee, Harold M. Messmer,
Jr., Dr. William F. Miller, William S. Randall, Dr. Steven B.
Sample, Forrest N. Shumway, William E. B. Siart, Richard J.
Stegemeier and Daniel M. Tellep. Employee participants
include David S. Belles, Executive Vice President and
Controller; William J. Bogaard, Executive Vice President and
General Counsel; Theodore F. Craver, Jr., Executive Vice
President and Treasurer; Daniel R. Eitingon, Executive Vice
President, Technology Banking; Gary S. Gertz, Executive Vice
President and General Auditor; Lillian R. Gorman, Executive
Vice President, Human Resources; Robert E. Greene, Executive
Vice President and Chief Credit Officer; Steven L. Scheid,
Executive Vice President, Financial Planning and Analysis;
Richard W. Tappey, Executive Vice President, Administration;
David K. Wilson, Executive Vice President and Senior Credit
Review Manager; James J. Curran, Chief Executive Officer,
Northwest Region; Linnet F. Deily, Chief Executive Officer,
Texas Region; John S. Lewis, Chief Executive Officer,
Southwest Region; Bruce G. Willison, Vice Chairman and Chief
Executive Officer, California Region; Shirley Hosoi, Senior
Vice President, Corporate Communications; Christine McCarthy,
Executive Vice President, Investor Relations; Mariann
Ohanesian, Vice President, Investor Relations; Kenneth W.
Preston, Vice President, External Communications; and Shiromi
D. Vethamani, Assistant Vice President, Investor Relations.
All such persons and those listed below are deemed to own
beneficially less than 2%, and no participant individually
owns more than 1%, of the outstanding shares of First
Interstate's common stock in the aggregate. First Bank
System, Inc. ("FBS"), Eleven Acquisition Corp., a wholly owned
subsidiary of FBS ("FBS Sub"), and First Interstate have
entered into an Agreement and Plan of Merger, pursuant to
which FBS Sub will merge with and into First Interstate with
First Interstate being the surviving corporation (the
"Merger"). At the effective time ("Effective Time") of the
Merger, pursuant to the Merger Agreement, FBS will change its
name to First Interstate Bancorp ("New First Interstate") and
Mr. Siart will become President and Chief Operating Officer of
New First Interstate. In addition, although not specifically
required by the Merger Agreement, it is anticipated that at
New First Interstate, Mr. Willison will serve as Vice
Chairman, Corporate Banking and Ms. Deily will serve as Vice
Chairman, Retail Banking. Under certain benefit plans,
severance arrangements and other employment agreements
maintained, or entered into, by First Interstate, certain
benefits may become vested or accelerated in connection with
the Merger with respect to Mr. Siart, other directors of First
Interstate, Ms. Deily, Mr. Willison, and the other
participants. During the period commencing on the Effective
Time and continuing for not less than six years thereafter,
New First Interstate will, to the fullest extent permitted
under applicable law, have certain indemnification obligations
to the participants with respect to matters arising at or
prior to the Effective Time in connection with the Merger.
First Interstate has absolute and sole discretion in
designating 10 of the 20 directors of New First Interstate.
First Interstate has not yet determined which other
individuals it will designate to serve as directors of New
First Interstate. For further description of the foregoing
interests, see the Schedule 14D-9, dated and filed with the
Securities and Exchange Commission on November 20, 1995,
including the exhibits thereto.
