SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
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. 6 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 49: Newspaper Advertisement placed by First
Interstate, dated January 10, 1996.
Exhibit 50: Press Release issued by First Interstate,
dated January 10, 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 10, 1996
January 10, 1996
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment to
Solicitation/Recommendation Statement
on Schedule 14D-9 of First Interstate
Bancorp
Ladies and Gentlemen:
On behalf of our client, First Interstate
Bancorp, a Delaware corporation ("First Interstate"), we
transmit herewith via electronic transmission for filing,
pursuant to Item 101(a)(1)(iii) of Regulation S-T,
Amendment No. 7 to First Interstate's
Solicitation/Recommendation Statement on Schedule 14D-9,
initially filed on November 20, 1995.
Copies of this letter and Amendment No. 7 are
being delivered by hand to Wells Fargo & Company at its
principal office. In addition, copies of this letter and
Amendment No. 7 are being delivered by mail to each of
The New York Stock Exchange and The Pacific Stock
Exchange.
If you have any questions or comments
concerning the foregoing or the materials being
transmitted herewith, please contact the undersigned at
(212) 735-2398 or Fred B. White, III at (212) 735-2144.
Very truly yours,
/s/ Jonathan D. Bisgaier
Jonathan D. Bisgaier
Enclosures
cc: Wells Fargo & Company
The New York Stock Exchange
The Pacific Stock Exchange
Second in a series...Strategic Fit
A BOLD NEW FIRST IN BANKING.
THE CHOICE FOR FIRST INTERSTATE SHAREHOLDERS:
"We continue to view [First Bank "If you hold a hand of cards and
System] as one of the structural have nothing to work with, you have
winners in the slow-growth, rapidly to wait for the next hand. That's
consolidating banking environment where we are today."
we believe will exist for the Paul Hazen, Wells Fargo
duration of the decade." Chairman and CEO,
Michael A. Plodwick, New York Times,
C.J. Lawrence, 10/12/95.* 11/22/95.*
The choice is clear: The strategic combination with First Bank System--a
"structural winner" with obvious and immediate strategic advantages for
First Interstate shareholders. Or Wells Fargo's hostile proposal and the
luck of the draw in Mr. Hazen's high stakes gamble.
FIRST BANK SYSTEM WELLS FARGO
STRATEGIC COMBINATION HOSTILE PROPOSAL
STRATEGY
First-rate franchise founded on Continued financial engineering,
industry-leading business lines, high-risk, all-or-nothing rush to
extensive branch network, electronic banking and purported
significant efficiency enhancements massive cost reductions through job
and risk diversification. elimination and branch closings.
BUSINESS FRANCHISE
21-state territory with top 3 No additional geographic
market share in 11 states. diversification for First
Extensive retail branch network. Interstate shareholders and top 3
market share in only 1 additional
Top 5 rank in corporate card, state.
purchasing card, corporate trust,
ATM/POS, asset management and Radical plan to slash traditional
merchant processing business lines. branches from 94% of total outlets
to 28% by end of 1996.
RISK DIVERSIFICATION
30% of assets located in 70% of total assets and 78% of real
California. Diverse territory estate loans concentrated in
provides substantial protection California.
against regional economic Unprecedented $9 billion of
downturns. goodwill and other intangibles
would further reduce financial
flexibility in economic downturns.
TECHNOLOGY
Common multi-state systems. Home-grown, single-state system.
EXPERIENCE
Current First Bank management has Wells Fargo has no multi-state
integrated 22 acquisitions in past operating experience; has not
4 years. integrated a major bank acquisition
since 1986.
FIRST INTERSTATE AND FIRST BANK SYSTEM: THE CLEAR CHOICE
__________
* Consent of the author and publication has neither been sought nor
obtained.
[LOGO] FIRST INTERSTATE Bank
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.
CONTACTS: Ken Preston
Shirley Hosoi Josh Pekarsky
First Interstate Bank Kekst and Company
(213) 614-3043 (212) 593-2655
FOR IMMEDIATE RELEASE
FIRST INTERSTATE WELCOMES ASSEMBLY BANKING AND FINANCE
COMMITTEE HEARING
--"CALIFORNIANS SHOULD BE INTENSELY CONCERNED ABOUT THE
CHILLING EFFECTS OF A WELLS FARGO TAKEOVER OF FIRST
INTERSTATE"--
LOS ANGELES, CA, January 10, 1996 -- First Interstate
Bancorp (NYSE: I) today applauded the decision of the
California State Assembly Banking and Finance Committee
to hold a hearing to thoroughly examine the repercussions
of Wells Fargo's hostile takeover proposal for First
Interstate as compared to the friendly merger agreement
already entered into with First Bank System with the full
support of First Interstate's Board of Directors.
William E.B. Siart, chairman and CEO of First Interstate,
said: "Wells Fargo's reckless and ill-conceived takeover
proposal poses serious threats to California, its
citizens, small businesses and communities. At stake is
a vibrant banking environment and the continued
availability of vital and competitively-priced banking
services to small business, middle market companies and
individuals who depend greatly on full-service branches.
Add to that the massive job losses that would hit our
state and we think Californians should be intensely
concerned about the chilling effects of Wells Fargo's
takeover proposal."
Last week, the Federal Reserve Board announced hearings
of its own, to be held jointly in Los Angeles and San
Francisco on January 22 and 23.
###
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.
