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SCHEDULE 14A INFORMATION
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/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FIRST BANK SYSTEM, INC.
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(Name of Registrant as Specified In Its Charter)
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Contact: Wendy Raway
First Bank System
(612) 973-2429
FIRST BANK SYSTEM'S GRUNDHOFER COMMENTS ON WELLS FARGO
CRA ANNOUNCEMENT
MINNEAPOLIS (December 13, 1995)--John F. Grundhofer, First Bank System, Inc.
(NYSE;FBS) Chairman, President and CEO, issued the following statement in
connection with the CRA announcement made today by Wells Fargo:
"Community reinvestment is critically important. Unfortunately, we don't
believe Wells Fargo's announcement comes anywhere close to making up for the
devastation they will inflict on California communities because of the massive
branch closings, thousands of job eliminations, vacant real estate and loss of
competition that will be part of their hostile takeover of First Interstate.
"Wells has announced it will close 85 percent of First Interstate's
California branch offices. FBS estimates that as many as 12,000 jobs could be
eliminated. And losing another major banking competitor from California
ultimately means fewer product choices, less credit availability and higher
prices. So, despite its CRA commitment, the overall effect of a Wells-First
Interstate combination would be extremely negative on hundreds of California
communities.
"On the other hand, a First Interstate-First Bank merger would benefit
communities in terms of its positive effect on the California economy and its
community reinvestment commitment. First Bank has an outstanding community
reinvestment record, and we are absolutely committed to working in partnership
with a broad range of organizations to build strong communities. First Bank
will have a large network of local branches to deliver our community
reinvestment program that includes specialized affordable mortgage and homebuyer
counseling programs, loans to small businesses, community development loans and
investments, products for all consumers, grants to nonprofit organizations and
countless hours of volunteer service.
"Both First Interstate and First Bank have a well-established commitment to
community development lending, investments and services. We continue to work
with our communities to ensure that their CRA needs are met.
More.....
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Grundhofer CRA Comments
Page 2
"In the end, any CRA commitment by Wells Fargo must be evaluated in the
context of the overall impact that the Wells hostile proposal will have upon the
communities it serves. Wells cannot simply shutter 85 percent of First
Interstate's existing California branches--as Wells itself has said--and
eliminate as many as 12,000 jobs without wreaking havoc on local economies,
community groups and small businesses."
* * *
The participants in this solicitation may include First Bank System,
Inc. ("FBS"), the directors of FBS (John F. Grundhofer, Roger L. Hale, Delbert
W. Johnson, Norman M. Jones, John H. Kareken, Richard L. Knowlton, Jerry W.
Levin, Kenneth A. Macke, Marilyn C. Nelson, Edward J. Phillips, James J. Renier,
S. Walter Richey, Richard L. Robinson, Richard L. Schall, and Lyle E.
Schroeder), Lester Pollack (Board Observer) and the following executive officers
and employees of FBS: Richard A. Zona (Vice Chairman and Chief Financial
Officer), Philip G. Heasley (Vice Chairman and President, Retail Product Group),
Lee R. Mitau (Executive Vice President, Secretary and General Counsel), Susan E.
Lester (Executive Vice President), Elizabeth A. Malkerson (Senior Vice
President, Corporate Relations), David R. Edstam (Executive Vice President and
Treasurer), David J. Parrin (Senior Vice President and Controller), Arnold C.
Hahn (Senior Vice President, Corporate Development), Andrew Cecere (Senior Vice
President, Management Accounting and Forecasting), John R. Danielson (Senior
Vice President, Investor Relations), Wendy Raway (Vice President and Manager of
Media Relations) and Karin Glasgow (Assistant Vice President, Investor
Relations).
FBS and First Interstate Bancorp ("First Interstate" or "FI") are
parties to an Agreement and Plan of Merger, dated as of November 5, 1995,
pursuant to which a wholly owned subsidiary of FBS is to merge with and into
First Interstate. In addition, First Interstate has granted to FBS an option to
purchase up to 19.9% of the outstanding shares of common stock of First
Interstate in certain circumstances. As of October 31, 1995, certain FBS
subsidiaries held 54,437 shares of First Interstate common stock in a fiduciary
capacity. FBS disclaims beneficial ownership of shares of First Interstate
common stock held in a fiduciary capacity and any other shares held by any
pension plan of FBS or any affiliates of FBS.
As of November 30, 1995, Marilyn C. Nelson and Richard L. Robinson,
directors of FBS, held 2,000 shares and 150 shares, respectively, of First
Interstate common stock. Lester Pollack is an executive officer of Corporate
Advisors, L.P., the general partner of two shareholders of FBS and the
investment manager for another shareholder of FBS. Corporate Advisors, L.P. may
be deemed to be indirectly controlled by Lazard Freres & Co. LLC, of which Mr.
Pollack is a managing director. Lazard Freres & Co. LLC engages in a full range
of investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of its business,
Lazard Freres & Co. LLC may trade securities of First Interstate for its own
account and the account of its customers and, accordingly, may at any time hold
a long or short position in such securities.
Although J.P. Morgan Securities Inc. does not admit that it or any of
its directors, officers, employees or affiliates is a "participant," as defined
in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the
Securities and Exchange Commission (the "Commission"), or that such Schedule 14A
requires the disclosure of certain information concerning J.P. Morgan Securities
Inc., it may assistant FBS in this solicitation. J.P. Morgan Securities Inc.
engages in a full range of investment banking, securities trading, market-making
and brokerage services for institutional and individual clients. In the normal
course of its business, J.P. Morgan Securities Inc. may trade securities of
First Interstate for its own account and the account of its customers and,
accordingly, may at any time hold a long or short position in such securities.
Except as disclosed above, to the knowledge of FBS, none of FBS, the
directors or executive officers of FBS or the employees or other representatives
of FBS named above has any interest direct or indirect, by security holdings or
otherwise, in First Interstate.
