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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 5, 1995
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Date of Report (Date of Earliest Event Reported)
FIRST INTERSTATE BANCORP
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(Exact Name of Registrant As Specified In Its Charter)
Delaware
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(State Or Other Jurisdiction of Incorporation)
1-4114 95-1418530
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(Commission File Number) (IRS Employer Identification No.)
633 West Fifth Street
Los Angles, California 90071
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(Address Of Principal Executive Offices) (Zip Code)
(213) 614-3001
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events
On November 5, 1995 the Board of Directors of First Interstate
Bancorp (the "Company"), in connection with the Agreement and Plan of
Merger (the "Merger Agreement") amongst itself, First Bank System, Inc., a
Delaware corporation ("FBS"), and Eleven Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of FBS ("FBS Sub"), pursuant to
which FBS Sub would merge with and into the Company, authorized the
execution of an amendment (the "Amendment") to the Rights Agreement, dated
as of November 21, 1988 between the Company and First Interstate Bank,
Ltd., as Rights Agent (the "Rights Agreement"). The Rights Agreement as
amended by the Amendment sets forth the description and the terms of the
rights held by holders of Company Common Stock to purchase from the Company
one share of Company Common Stock at a price of $170.00 per share (the
"Purchase Price"), subject to adjustment.
The Company executed the Amendment 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 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, however, that the
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aggregate number of Common Shares which may be Beneficially 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
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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 the transactions contemplated by the Merger Agreement from
the provision in the Rights Agreement setting forth certain circumstances in
which the Rights flip over and become exercisable for shares of stock of a
company other than the Company.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as an exhibit and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed with this report:
Exhibit No. Description
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4.1 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 the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder 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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4.1 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 4.1
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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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