SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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. 4 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 47: Newspaper Advertisement placed 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 4, 1996
First in a series...
A BOLD NEW FIRST IN BANKING.
TO OUR SHAREHOLDERS:
The combination of First Interstate and First Bank
System will create one of the nation's most powerful
banking institutions. With a diverse and fast-growing
21-state service territory, leading positions in major
business lines, a low-risk business profile, increased
revenue and earnings per share and a strong foundation
for future growth, we believe our merger with First
Bank offers superior long-term value compared to Wells
Fargo's high-risk proposal.
The management teams of First Interstate and First Bank
have each built substantial and sustainable shareholder
value through both efficiency enhancements and business
growth. We are convinced that the best way to continue
building this kind of value is through the strategic
combination of our two franchises.
We are confident that when all the facts have been
presented, the strategies articulated and the serious
business and regulatory risks of the Wells Fargo
proposal exposed, you will reach the same conclusion.
SOON, WE WILL ASK FOR YOUR SUPPORT. FOR NOW, WE ASK
THAT YOU CAREFULLY CONSIDER THE SUBSTANTIAL MERITS OF A
FIRST INTERSTATE/FIRST BANK MERGER WHICH WE WILL BE
SHARING WITH YOU OVER THE COMING WEEKS.
[LOGO] First Interstate Bancorp
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: 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 the 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, Mr. Willison, other
directors of First Interstate, Ms. Deily, 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.
