SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
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. 8 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY
The information set forth in this Item 7 of the
Schedule 14D-9 is hereby amended and supplemented by the
following information:
As previously disclosed, on January 19, 1996,
the First Interstate Board determined to exercise its
right under the Merger Agreement to authorize management
and First Interstate's legal and financial advisors to
provide Wells with nonpublic information concerning First
Interstate and to participate in discussions and
negotiations with Wells concerning the possibility of a
merger of the two companies. Thereafter, First
Interstate and Wells commenced discussions and
negotiations with respect to a possible merger. On
January 22, 1996, FBS sent a letter to First Interstate
alleging that First Interstate had breached the Merger
Agreement. In addition, FBS alleged in its letter that
by engaging in discussions with Wells, First Interstate
may have implicitly withdrawn its support for the Merger.
First Interstate believes that the FBS allegations are
without merit. A copy of FBS's January 22, 1996 letter
is filed as Exhibit 52 hereto and is incorporated herein
by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 52: Letter from FBS to First Interstate, dated
January 22, 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 23, 1996
[FIRST BANK SYSTEM, RICHARD A. ZONA, VICE CHAIRMAN
AND CHIEF FINANCIAL OFFICER, LETTERHEAD]
January 22, 1996
BY FACSIMILE AND FEDERAL EXPRESS
Mr. William E.B. Siart
Chairman and Chief Executive Officer
First Interstate Bancorp
633 West Fifth Street, TC 2-10
Los Angeles, California 90071
Dear Mr. Siart:
Further to our telephone conversation yesterday and this
morning's announcement that First Interstate Bancorp had
commenced discussions with Wells Fargo & Company with
respect to a possible merger between First Interstate and
Wells Fargo, I am writing to advise you that First
Interstate is in material breach of its continuing
obligations under the Merger Agreement between First
Interstate and First Bank System, Inc.
Sections 6.1 and 6.4 of the Merger Agreement require
First Interstate to use its reasonable best efforts to
obtain regulatory and shareholder approvals of our
merger, and to take all actions necessary, proper or
advisable to consummate and make effective, as soon as
practicable, the transactions contemplated by the Merger
Agreement. In our view, the failure of First Interstate
to release as scheduled the results of the Gallup survey
of customer preferences showing significant
dissatisfaction with a prospective Wells Fargo/First
Interstate combination, and the cancellation by First
Interstate's counsel of the previously scheduled
deposition of Mr. Zuendt without consultation with us are
each examples of acts in direct contravention of the
foregoing obligations. While the Merger Agreement
permits First Interstate to engage in discussions and
negotiations with Wells Fargo to the extent required by
the fiduciary duties of First Interstate's Board of
Directors, this freedom in no way diminishes First
Interstate's obligations under the Merger Agreement.
We further believe that First Interstate's announcement
today may constitute an implicit withdrawal of its
Board's recommendation of our merger.
Very truly yours,
/s/ Richard A. Zona
Richard A. Zona
cc: William J. Bogaard, Esq.
First Interstate Bancorp
Fred B. White, III, Esq.
Skadden, Arps, Slate, Meagher & Flom
