SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
FIRST INTERSTATE BANCORP
(Name of Subject Company)
FIRST INTERSTATE BANCORP
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
320548100
(CUSIP Number of Class of Securities)
WILLIAM J. BOGAARD, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST INTERSTATE BANCORP
633 WEST FIFTH STREET
LOS ANGELES, CA 90071
(213) 614-3001
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
COPY TO:
FRED B. WHITE III, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
First Interstate Bancorp ("First Interstate") hereby
amends and supplements its statement on Schedule 14D-9
initially filed with the Securities and Exchange
Commission on November 20, 1995, as amended by Amendments
No. 1 through No. 5 thereto (the "Schedule 14D-9").
Unless otherwise indicated herein, each capitalized term
used but not defined herein shall have the meaning
assigned to such term in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 48: Press Release issued by First Interstate,
dated January 4, 1996.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
FIRST INTERSTATE BANCORP
By: /s/ William J. Bogaard
William J. Bogaard
Executive Vice President
and General Counsel
Dated: January 5, 1996
Contact: First Interstate Bancorp Kekst and Company
Ken Preston (213) 614-3656 Josh Pekarsky
Shirley Hosoi (213) 614-3043 (212) 593-2655
FOR IMMEDIATE RELEASE
FIRST INTERSTATE HAILS FED DECISION FOR HEARINGS
--"SIGNIFICANT COMMUNITY ISSUES MUST BE HEARD"--
LOS ANGELES, JANUARY 4, 1996 -- First Interstate today
applauded the Federal Reserve Board's decision to hold
hearings to examine the effects on the communities it serves
under the hostile Wells Fargo takeover proposal versus a
friendly merger with First Bank System.
William E.B. Siart, First Interstate Chairman and CEO, said:
"We are very pleased to see that the Fed, consistent with
our serious concerns about the significant issues Wells'
ill-conceived takeover attempt of First Interstate raises,
has begun to investigate these issues thoroughly. We are
confident the evidence elicited at the hearings will confirm
that our communities would suffer a devastating blow should
Wells Fargo be allowed to acquire First Interstate and
execute its radical strategy of massive branch closings,
layoffs and its "take-it-or-leave-it" attitude of forcing
consumers and businesses into electronic banking and other
alternative delivery systems.
"A Wells Fargo takeover would reduce banking competition in
California dramatically. This benefits no one but Wells
Fargo. It will negatively impact rates and services,
greatly increase the risk profile of a major California
bank, and in numerous other ways cause great harm to the
millions of hard-working people throughout California and
California businesses for whom local, full-service branches
are their financial lifeline. It is simply ludicrous of
Wells Fargo to assume that our crucial small business and
middle market customers could be adequately served by
supermarket banking kiosks.
"These significant community issues must be heard. We
welcome the opportunity to contrast the clear deleterious
effects that a Wells Fargo takeover would have with the
beneficial, pro-competitive effect of the First Bank System
merger that we have chosen, which is a transaction
predicated on growth and retaining First Interstate's 400-
branch network in California. The Wells Fargo takeover
attempt is critical to the California community. The
public's comments are essential to the continuation of
banking competition and services in California," Mr. Siart
said.
# # #
The participants in this solicitation include First
Interstate Bancorp ("First Interstate") and 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, in the
aggregate, 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.
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"). Mr. Siart, who is
Chairman and Chief Executive Officer of First Interstate,
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, as thereafter amended, including the
exhibits thereto.
