SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-A/A-2
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
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-1418530
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NO.)
633 West Fifth Street, Los Angeles, California 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to If this Form relates to
the registration of a the registration of a
class of debt securities class of debt securities
and is effective upon and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box. concurrent registration
( ) 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
Common Stock Purchase New York Stock Exchange
Rights Pacific Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF
THE ACT:
None
(TITLE OF CLASS)
_________________________________________________________
(TITLE OF CLASS)
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
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
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
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 January 23, 1996, the Company
and Wells Fargo & Company ("Wells Fargo") executed an
Agreement and Plan of Merger (as amended, the "Merger
Agreement"), providing for, among other things, the
merger of the Company with and into Wells Fargo (the
"Merger"). In connection with the execution of the
Merger Agreement, on March 26, 1996, the Company executed
an amendment ("Amendment No. 2") to the Rights Agreement
in order to provide that the Rights will no longer be
exercisable and will expire following the Effective Time
(as defined in the Merger Agreement) of the Merger.
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. An
Amendment to the Rights Agreement, dated as of November
5, 1995 ("Amendment No. 1"), was attached as Exhibit 2.3
to the Company's Registration Statement on Form 8-A/A and
is incorporated herein by reference. Amendment No. 2 is
attached hereto as Exhibit 2.4 and is incorporated herein
by reference. The foregoing descriptions of the Rights,
the Rights Agreement, Amendment No. 1 and Amendment No. 2
do not purport to 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 (incorporated
by reference to Exhibit 2.3 to the
Registrant's Registration Statement on
Form 8-A/A dated November 5, 1995).
2.4 Amendment No. 2, dated as of March 26,
1996, to the Rights Agreement, dated as of
November 21, 1988, by and between First
Interstate Bancorp and First Interstate
Bank of California, as successor Rights
Agent to First Interstate Bank, Ltd.
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
Name: William J. Bogaard
Title: Executive Vice President
and General Counsel
Dated: March 29, 1996
EXHIBIT INDEX
Exhibit
Number Description
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 (incorporated by
reference to Exhibit 2.3 to the
Registrant's Registration Statement
on Form 8-A/A dated November 5,
1995).
2.4 Amendment No. 2, dated as of March
26, 1996, to the Rights Agreement,
dated as of November 21, 1988, by
and between First Interstate Bancorp
and First Interstate Bank of
California, as successor Rights
Agent to First Interstate Bank, Ltd.
AMENDMENT NO. 2, dated as of March 26, 1996
(this "Amendment"), to the Rights Agreement, dated as of
November 21, 1988 (as amended by the Amendment thereto,
dated November 5, 1995, the "Rights Agreement"), between
First Interstate Bancorp, a Delaware corporation (the
"Company"), and First Interstate Bank, Ltd. (the "Rights
Agent").
WITNESSETH
WHEREAS, on November 21, 1988, the Board of
Directors of the Company authorized and declared a
dividend distribution of one Right for each Common Share
outstanding on the Record Date, each Right representing
the right to purchase one Common Share upon the terms and
subject to the conditions set forth in the Rights
Agreement;
WHEREAS, the Rights remain issued and
outstanding, and the Rights Agreement remains in effect
with respect thereto;
WHEREAS, no Person has become an Acquiring
Person, and no Distribution Date has occurred;
WHEREAS, Wells Fargo & Company, a Delaware
corporation ("Wells Fargo"), and the Company have entered
into an Agreement and Plan of Merger, dated January 23,
1996 (the "Merger Agreement"), pursuant to which the
Company will merge with and into Wells Fargo; and
WHEREAS, in connection with the transactions
contemplated by the Merger Agreement, the Board of
Directors of the Company has approved this Amendment and
has directed the proper officers of the Company to take
all appropriate steps to amend the Rights Agreement, in
accordance with Section 27 thereof, as set forth herein;
NOW, THEREFORE, in consideration of the
premises and mutual agreements herein set forth, the
parties hereby agree as follows:
1. Amendment to Section 7(a)
Section 7(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) The registered holder of any Right
Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein)
in whole or in part at any time after the
Distribution Date upon surrender of the Right
Certificate, with the form of election to
purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal
office of the Rights Agent, together with
payment of the Purchase Price for each Common
Share as to which the Rights are exercised, at
or prior to the earliest of (i) the close of
business on December 31, 1998 (the 'Final
Expiration Date'), (ii) the time at which the
Rights are redeemed as provided in Section 23
hereof (the 'Redemption Date'), (iii) the time
at which such Rights are exchanged as provided
in Section 24 hereof or (iv) the Effective Time
(as defined in the Agreement and Plan of
Merger, dated as of January 23, 1996, by and
between Wells Fargo & Company and the Company,
as the same may be amended, modified or
supplemented from time to time), after which
time the Rights shall expire and this Agreement
shall be of no further force or effect."
2. Effectiveness. This Amendment shall take
effect immediately upon its execution. Except as amended
hereby, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
3. Defined Terms. Capitalized terms used but
not defined herein shall have the respective meanings
assigned to them in the Rights Agreement.
4. Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State
of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
5. Counterparts. This Amendment may be
executed in any number of counterparts, each of which
shall for all purposes be deemed to be an original and
all of which shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the day
and year first above written.
FIRST INTERSTATE BANCORP
Attest:
By:/s/ Theodore F. Craver, Jr.
By:/s/ Ann M. Coons Name: Theodore F. Craver, Jr.
Name: Ann M. Coons Title: Executive Vice President
Title: Assistant Secretary and Treasurer
FIRST INTERSTATE BANK
OF CALIFORNIA, as successor in
interest to First Interstate
Bank, Ltd.
Attest:
By:/s/ Ronald E. Lug
By:/s/ Edward S. Garlock Name: Ronald E. Lug
Name: Edward S. Garlock Title: Vice President
Title: Secretary
