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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
FIRST INTERSTATE BANCORP
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-1418530
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
633 West Fifth Street, Los Angeles, California 90071
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(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be
Registered.
On November 21, 1988, the Board of Directors of First Interstate
Bancorp (the "Company") declared a dividend of one common share purchase right
(a "Right") for each outstanding share of common stock par value $2.00 per share
(the "Common Shares"), of the Company. The dividend was payable on December 30,
1988 (the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one Common Share of
the Company, at a price of $170.00 per Common Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and First
Interstate Bank, Ltd., as Rights Agent (the "Rights Agent"). This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares other than pursuant to a Qualified Offer (as defined
below), or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 20% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights) new Common
Share certificates issued after the Record Date upon transfer or new issuance of
Common Shares will
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contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender for transfer of any certificates for Common Shares, outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on December 31, 1998 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
by the Company, as described below.
The Purchase Price payable, the number of shares or other securities
or property issuable upon exercise of the Rights, and the number of outstanding
Rights, are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or subdivision, combination or
reclassification of, the Common Shares, (ii) upon the grant to holders of the
Common Shares of certain rights or warrants to subscribe for or purchase Common
Shares at a price, or securities convertible into Common Shares with a
conversion price, less than the then current market price of the Common Shares
or (iii) with certain exceptions, upon the distribution to holders of the Common
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above).
A Qualified Offer is a tender offer or exchange offer for all
outstanding Common Shares which is determined by the non-management directors to
be fair to and otherwise in the best interests of the Company and its
shareholders.
In the event that the Company is acquired in a merger or other
business combination transaction (other
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than a merger which follows a Qualified Offer at the same or a higher price) or
50% or more of its consolidated assets or earning power are sold (any such
event, a "Flip-Over Event"), proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that
any person becomes an Acquiring Person (unless such person first acquires 20% or
more of the outstanding Common Shares by a purchase pursuant to a Qualified
Offer), proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership or 20% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and in lieu thereof,
an adjustment in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right, rounded upward
for each holder to the nearest $.01 (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such
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basis and with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 20% to
not less than the greater of (i) any percentage greater than the largest
percentage of the outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or associated persons
and (ii) 10%, except that from and after such time as any person becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes a Triggering Event to occur unless the offer is
conditioned on a substantial number of Rights being acquired. The Rights,
however, should not effect any prospective offeror willing to make an offer for
all outstanding shares of Common Stock at a fair price and otherwise in the best
interests of the Company and its shareholders as determined by the Board of
Directors or affect any prospective offeror willing to negotiate with the Board
of Directors. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since, pursuant to the Rights
Agreement, the Rights are not exercisable in such an event. In this regard, on
November 5, 1995, the Company, First Bank System, Inc. ("FBS") and Eleven
Acquisition Corp. ("FBS Sub") executed an Agreement and Plan of Merger (the
"Merger Agreement"), providing for, among other things, the merger of FBS Sub
with and into the Company. In connection with the execution of the Merger
Agreement, the Company executed an amendment (the "Amendment") to the Rights
Agreement in order to (x) amend the definition of "Acquiring Person" set forth
in the Rights Agreement to provide that so long as FBS is in compliance with all
material terms, conditions and obligations imposed upon it by the Merger
Agreement and the Stock Option Agreement, dated as of November 5, 1995, between
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the Company, as issuer, and FBS, as grantee (the "Stock Option Agreement"),
neither FBS nor any affiliated or associated party (collectively with FBS, the
"FBS Parties") will be deemed to be an Acquiring Person by virtue of the fact
that FBS is the Beneficial Owner (as defined in the Rights Agreement) solely of
Common Stock (i) of which any FBS Party is or becomes the Beneficial Owner by
reason of the approval, execution or delivery of the Merger Agreement or the
Stock Option Agreement, or by reason of the consummation of any transaction
contemplated in the Merger Agreement and/or the Stock Option Agreement, (ii) of
which any FBS Party is the Beneficial Owner on November 5, 1995, (iii) of which
any FBS Party becomes the Beneficial Owner after November 5, 1995, provided,
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however, that the aggregate number of Common Shares which may be Beneficially
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Owned by the FBS Parties pursuant to this clause (iii) shall not exceed 5% of
the number of shares of Common Stock outstanding, (iv) acquired in satisfaction
of a debt contracted prior to November 5, 1995, in good faith, (v) held by any
FBS Party in a bona fide fiduciary or depository capacity or (vi) owned in the
ordinary course of business by either (A) an investment company registered under
the Investment Company Act of 1940, as amended, or (B) an investment account,
for either of which any FBS Party acts as investment advisor and (y) to exclude
any of the transactions contemplated by the Merger Agreement from constituting a
Flip-Over Event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, the Form of Right Certificate (contained in
the Rights Agreement as Exhibit B), and a Form of Letter sent to the Company's
stockholders upon declaration of the distribution of Rights on December 30,
1988, were attached as exhibits to the Company's Form 8-A filed with the
Securities and Exchange Commission on November 23, 1988 and are incorporated
herein by reference. The Amendment is attached hereto as Exhibit 2.3 and is
incorporated herein by reference. The foregoing descriptions of the Rights, the
Rights Agreement and the Amendment do not purport to
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be complete and are qualified in their entirety by reference to such exhibits.
Item 2. Exhibits
1.1 Form of Right Certificate (incorporated by reference to Exhibit
1.1 to the Registrant's Registration Statement on Form 8-A dated
November 23, 1988).
2.1 Rights Agreement dated as of November 21, 1988 between First
Interstate Bancorp and First Interstate Bank, Ltd., as Rights
Agent (incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form 8-A dated November
23, 1988).
2.2 Form of letter to be sent to stockholders of First Interstate
Bancorp (incorporated by reference to Exhibit 2.2 to the
Registrant's Registration Statement on Form 8-A dated November
23, 1988).
2.3 Amendment, dated as of November 5, 1995, to the Rights Agreement,
dated as of November 21, 1988, by and between First Interstate
Bancorp and First Interstate Bank, Ltd., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIRST INTERSTATE BANCORP
By: /s/ William J. Bogaard
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Name: William J. Bogaard
Title: Executive Vice President
and General Counsel
Dated: November 15, 1995
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Form of Right Certificate (incorporated by reference to
Exhibit 1.1 to the Registrant's Registration Statement
on Form 8-A dated November 23, 1988).
2.1 Rights Agreement dated as of November 21, 1988 between
First Interstate Bancorp and First Interstate Bank,
Ltd., as Rights Agent (incorporated by reference to
Exhibit 2.1 to the Registrant's Registration Statement
on Form 8-A dated November 23, 1988).
2.2 Form of letter to be sent to stockholders of First
Interstate Bancorp (incorporated by reference to
Exhibit 2.2 to the Registrant's Registration Statement
on Form 8-A dated November 23, 1988).
2.3 Amendment, dated as of November 5, 1995, to the Rights
Agreement, dated as of November 21, 1988, by and
between First Interstate Bancorp and First Interstate
Bank, Ltd., as Rights Agent.
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Exhibit 2.3
AMENDMENT TO RIGHTS AGREEMENT
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Amendment, dated as of November 5, 1995 (this "Amendment"), to the Rights
Agreement, dated as of November 21, 1988 (the "Rights Agreement"), between First
Interstate Bancorp, a Delaware corporation (the "Company"), and First Interstate
Bank, Ltd., as rights agent (the "Rights Agent").
WITNESSETH
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WHEREAS, no Person has become an Acquiring Person (as defined in Section
1(a) of the Rights Agreement) and no Distribution Date (as defined in Section
3(a) of the Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, the Company, First Bank System, Inc., a Delaware corporation
("FBS"), and Eleven Acquisition Corp., a wholly-owned subsidiary of FBS
("Eleven"), have entered into an Agreement and Plan of Merger, dated as of
November 5, 1995 (the "Merger Agreement"), pursuant to which Eleven would merge
with and into the Company, with the Company as the surviving corporation in the
merger; and
WHEREAS, in connection with the Merger Agreement, the Company and FBS have
entered into a Stock Option Agreement, dated November 5, 1995, pursuant to which
the Company has granted to FBS an option to purchase certain shares of the
Company's Common Stock under certain circumstances and upon certain terms and
conditions; and
WHEREAS, the Board of Directors of the Company has approved and adopted
this Amendment and directed that the proper officers take all appropriate steps
to execute and put into effect this Amendment.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by inserting the
following phrase after
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the last word and before the period at the end of the definition of "Acquiring
Person":
"; provided, however, that neither First Bank System, Inc., a Delaware
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corporation ("FBS"), nor any Affiliate or Associate of FBS
(collectively with FBS, the "FBS Parties") shall be deemed to be an
Acquiring Person by virtue of the fact that FBS is the Beneficial
Owner solely of Common Shares (i) of which any FBS Party is or becomes
the Beneficial Owner by reason of the approval, execution or delivery
of the Agreement and Plan of Merger, dated as of November 5, 1995, by
and among the Company, FBS and Eleven Acquisition Corp., a wholly
owned subsidiary of FBS ("FBS Sub"), as may be amended from time to
time (the "Merger Agreement"), or the Stock Option Agreement, dated as
of November 5, 1995, between the Company, as issuer, and FBS, as
grantee, as may be amended from time to time (the "Stock Option
Agreement"), or by reason of the consummation of any transaction
contemplated in the Merger Agreement, the Stock Option Agreement or
both, (ii) of which any FBS Party is the Beneficial Owner on the date
hereof, (iii) of which any FBS Party becomes the Beneficial Owner
after the date hereof, provided, however, that the aggregate number of
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Common Shares which may be Beneficially Owned by the FBS Parties
pursuant to this clause (iii) shall not exceed 5% of the Common Shares
outstanding, (iv) acquired in satisfaction of debts contracted prior
to the date hereof by any FBS party in good faith in the ordinary
course of such FBS Party's banking business, (v) held by any FBS Party
in a bona fide fiduciary or depository capacity, or (vi) owned in the
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ordinary course of
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business by either (A) an investment company registered under the
Investment Company Act of 1940, as amended, or (B) an investment
account, for either of which any FBS Party acts as investment
advisor."
2. The penultimate sentence of Section 13 of the Rights Agreement is
hereby amended in its entirety to read as follows:
"This Section 13 shall not be applicable to (x) a transaction
described in Subparagraphs (a), (b) or (c) of this Section if (i) such
transaction is consummated with a Person or Persons who acquired
Common Shares pursuant to a Qualified Offer (or a wholly owned
subsidiary of any such Persons or Persons), (ii) the price per Common
Share offered in such transaction or distributable to shareholders
upon conclusion of such transaction is not less than the price per
Common Share paid to all holders of Common Shares whose shares were
purchased pursuant to such Qualified Offer and (iii) the form of
consideration being offered to the remaining holders of Common Shares
pursuant to such transaction or distributable to shareholders upon
conclusion of such transaction is the same as the form of
consideration paid pursuant to such Qualified Offer and (y) the
transactions contemplated by the Merger Agreement (as defined in
Section 1(a)), including, without limitation, the merger of FBS Sub
with and into the Company pursuant thereto."
3. This Amendment shall be effective immediately upon its execution
and the Rights Agreement shall continue in full force and effect as amended
hereby.
4. Capitalized terms used in this Amendment and not defined herein
shall have the meanings assigned thereto in the Rights Agreement.
5. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and
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all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
FIRST INTERSTATE BANCORP
ATTEST:
By: /s/ Theodore F. Craver, Jr.
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By /s/ Ann M. Coons Name: Theodore F. Craver, Jr.
------------------- Title: Executive Vice President
Ann M. Coons
Assistant Secretary
FIRST INTERSTATE BANK, LTD.
ATTEST:
By: /s/ Ronald E. Lug
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By /s/ Edward S. Garlock Name: Ronald E. Lug
---------------------- Title: Vice President
Edward S. Garlock
Secretary
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