SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8
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. 7 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 3. IDENTITY AND BACKGROUND
The information set forth in subsection (b) of
this Item 3 of the Schedule 14D-9 is hereby amended and
supplemented by the following information:
(b) On January 21, 1996, the First Interstate
Board adopted resolutions which amended the definition of
Change in Control contained in First Interstate's
compensation and incentive plans, including but not
limited to the First Interstate Stock Plans, First
Interstate's cash-based incentive plans, the Tier I
Agreements and the Tier II Agreements. Pursuant to such
resolutions and subject to the immediately succeeding
sentence, such definition was amended to provide that a
Change in Control will occur in the event that the
stockholders of First Interstate approve an agreement to
merge or consolidate, or otherwise reorganize, with or
into one or more entities which are not subsidiaries of
First Interstate, as a result of which less than 60% of
the outstanding voting securities of the surviving or
resulting entity are, or are to be, owned by former
stockholders of First Interstate. Pursuant to the
resolutions, the foregoing amendment shall be of no force
and effect if such amendment would prevent any
transaction being pursued by First Interstate which is
intended to qualify for "pooling of interests" accounting
treatment from qualifying as such. Prior to the
amendment, a Change in Control would have been deemed to
have occurred if the former stockholders of First
Interstate held less than 50% of the outstanding voting
securities of the surviving or resulting entity. The
amendment was adopted to ensure that certain benefits
which were to be accelerated or paid if the Merger
Agreement was approved by First Interstate's stockholders
or if the Wells Offer was consummated would also be so
accelerated or paid if First Interstate enters into an
agreement to merge with and into Wells and such agreement
is approved by First Interstate's stockholders. A
description of the benefits to be accelerated or paid as
a result of a Change in Control is contained in the
Schedule 14D-9 filed by First Interstate on November 20,
1995.
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 November 20, 1995,
First Interstate publicly announced that the First
Interstate Board had reaffirmed its determination that
the terms of the Merger are fair to, and in the best
interests of, First Interstate and its shareholders. On
that date, First Interstate also publicly announced that
the First Interstate Board had recommended that First
Interstate shareholders reject the Wells Offer and, when
and if such offer is commenced, not tender any of their
shares of First Interstate Common Stock pursuant thereto.
Subsequent to these announcements, each of
First Interstate, FBS and Wells publicly expressed their
respective views concerning the relative merits of the
Merger and the Wells Offer. These views were expressed
in a variety of forums, including in meetings with
federal and state regulatory agencies, financial analysts
and shareholders of the respective companies, and were
also reflected in numerous written materials which were
filed by the companies with the SEC and publicly
disseminated. During this period, various financial
analysts who followed either the banking industry
generally or one or more of the three companies also
publicly expressed their opinions concerning the relative
risks and rewards of the two transactions and the
competing views on these matters being expressed by the
three companies. On December 6 and 7, 1995, Wells held
analysts presentations at which projections of Wells'
future earnings (which projections assumed that Wells was
able to acquire First Interstate) and Wells' proposed
future operating strategy for the combined institution
were discussed in detail.
On January 16, 1996, the First Interstate Board
met to discuss both the Merger and the Wells Offer. At
this meeting, the management of First Interstate, as well
as First Interstate's legal and financial advisors and
the outside directors' special counsel, reviewed, among
other things, information concerning the market values of
the FBS Common Stock and the Wells Common Stock during
the period subsequent to November 20, 1995, the analysts
presentations and other information publicly disseminated
by Wells subsequent to that date concerning Wells'
projections for the combined company and its future
operating strategies, and the views expressed by
financial analysts and other market participants
regarding the relative risks and rewards of the two
competing transactions in light of the information
concerning the two transactions disseminated by each of
First Interstate, FBS and Wells. The First Interstate
Board also considered analyses by management and by First
Interstate's proxy solicitation firm concerning the
likelihood that the Merger would be approved by the
requisite vote of First Interstate's shareholders.
Following the meeting of the First Interstate Board,
Messrs. Siart and Grundhofer discussed the status of the
Merger.
On January 19, 1996, the First Interstate Board
met to again discuss both the Merger and the Wells Offer.
At this meeting, the management of First Interstate, as
well as First Interstate's legal and financial advisors
and the outside directors' special counsel, again
reviewed the matters which had been discussed at the
January 16, 1996 meeting of the First Interstate Board,
as well as many of the analyses which had been presented
to the Board at its November 5, 1995 and November 19,
1995 meetings (which analyses were updated where
appropriate). Mr. Siart also reviewed the conversations
he had held with Mr. Grundhofer earlier that week
regarding the status of the Merger. The First Interstate
Board was also advised that the previous day, the SEC had
taken the position that if the Merger were consummated
and was to be accounted for as a pooling of interests,
the combined company would be required by the SEC
(subject to certain limited exceptions) to suspend the
repurchase program currently being implemented by FBS for
a period of two years following such consummation.
Management and the Financial Advisors reviewed the
potential impact of this suspension on the projected
financial condition and results of operations of the
combined company and the potential future market value of
the combined company's common stock. They also reviewed
the potential impact on such matters of the fact that it
had been determined that up to approximately 1.5 million
shares of First Interstate Common Stock would have to be
reissued prior to the consummation of the Merger in order
for the Merger to qualify for pooling of interests
accounting treatment.
After considering these matters, 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. Mr. Siart contacted Mr.
Grundhofer to inform him of such determination in
accordance with the Merger Agreement and contacted Mr.
Hazen to inform him of such determination later that
evening. On January 20, 1996, Mesrs. Siart and Hazen met
and discussed a possible transaction. On January 21,
1996, Mr. Siart briefed the First Interstate Board on the
status of his conversations with Mr. Grundhofer and Mr.
Hazen.
Discussions and negotiations between the
respective managements and legal and financial advisors
of First Interstate and Wells concerning a possible
merger are currently underway. However, the First
Interstate Board has not to date determined to terminate
the Merger Agreement. There can be no assurance that the
ongoing negotiations between First Interstate and Wells
will result in the execution of a definitive merger
agreement with respect to a transaction between the two
companies. In addition, First Interstate does not expect
that if such an agreement is reached, the consideration
to be received by First Interstate's stockholders
pursuant thereto will exceed Wells' current offer of .667
shares of Wells Common Stock for each share of First
Interstate Common Stock.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 51: Press Release Issued by 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 22, 1996
FIRST INTERSTATE ANNOUNCES MEETING WITH WELLS FARGO
LOS ANGELES, CA, January 22, 1996 -- First
Interstate Bank (NYSE:I) announced that its Board of
Directors had exercised its right under the Company's
merger agreement with First Bank System, Inc. to
authorize the Company to engage in discussions with Wells
Fargo and that such discussions have commenced and are
continuing.
First Interstate noted that if an agreement is
reached, it is not expected to be at a price higher than
Wells Fargo's current exchange ratio of .667 shares of
Wells Fargo common stock for each share of First
Interstate common stock.
Commenting on the meeting, Siart said: "As a
company, we are always mindful of our responsibilities to
our shareholders, employees, customers and the numerous
communities of which we are an integral part. It was in
that spirit that we initiated the meeting with Wells
Fargo."
First Interstate stated that there can be no
assurance that the ongoing discussions between First
Interstate and Wells Fargo will result in a definitive
merger agreement. The Company added that the First
Interstate Board has not terminated the merger agreement
with First Bank System.
