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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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Contact: John R. Danielson Wendy Raway
Investor Relations Media Relations
First Bank System, Inc. First Bank System, Inc.
(612) 973-2261 (612) 973-2429
FIRST BANK SYSTEM PROVIDES DETAILED COMPARISONS OF ITS MERGER
PROPOSAL AND WELLS FARGO'S HOSTILE OFFER
NEW SEC FILING DEMONSTRATES
SUPERIOR VALUE OF FBS PROPOSAL
MINNEAPOLIS (December 13, 1995) -- First Bank System, Inc. (NYSE: FBS) announced
today that it has filed with the Securities and Exchange Commission, proxy
solicitation materials for use in connection with its proposed merger with First
Interstate Bancorp (NYSE: I). The filing consists of a comparison of the
proposed First Bank System - First Interstate merger and the proposed Wells
Fargo & Co. exchange offer, demonstrating the superior value of the FBS merger
to First Interstate shareholders.
The filing cites the uncertainties and potential delays associated with
the Wells offer, and describes a number of compelling advantages of the FBS
merger. These advantages include superior value to First Interstate
shareholders, strategic and technological advantages and lower risk. Based
upon these comparisons, the filing concludes that the FBS merger offers the
best prospects for growth and creates the most value for First Interstate
shareholders.
John F. Grundhofer, Chairman, President and CEO of FBS, said, "This
filing presents a comprehensive factual comparison of our merger proposal and
Wells Fargo's hostile offer. A fair-minded review of the data and analyses
in this document results in a single, inescapable conclusion -- that the FBS
merger creates significantly more value for First Interstate shareholders.
It is also important that First Interstate shareholders be aware that the
Wells offer entails the risk of substantial delay. Recent large bank deals
involving significant divestitures have taken at least seven months to get
regulatory approval -- and those deals weren't hostile. This compares to
about four months for a deal like ours with no sizeable divestitures.
"We are confident that, with facts such as those in this filing on our
side, it is only a matter of time before the short-sighted fixation on the
daily stock prices will give way to an appreciation of the full value
provided to First Interstate shareholders by our merger proposal. Moreover,
the Wells proposal is based on a series of "best-case scenarios", many of
which appear to be clearly unrealistic. The more First Interstate
shareholders know about the implications of the two competing proposals, the
better it is for First
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FBS Provides Detailed Comparison
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Bank System and the worse for Wells Fargo. In our case, an educated
shareholder is OUR best friend," Grundhofer concluded.
In its filing, First Bank System pointed out that Wells Fargo's December
7, 1995 presentation on Wall Street led many securities analysts to project
aggressive 1996 growth rates for Wells and to revise upward their earnings
per share estimates.
Richard A. Zona, FBS Vice Chairman and Chief Financial Officer, said,
"This presentation, which we believe was designed to mislead the market to
unrealistic earnings estimates, resulted in a further inflation of Wells
Fargo's stock price. These new earnings estimates are unrealistic,
inconsistent with Wells' past performance and clearly overstate its future
prospects."
FBS stated in the filing that even if one uses, for analytical purposes,
the earnings estimates that resulted from Wells' December 7 presentation, the
FBS merger proposal is still superior in value to Wells' hostile offer in
projected earnings per share, key performance ratios, earnings per share
growth and implied purchase price:
* The FBS merger proposal is significantly more accretive to First Interstate
shareholders -- 24% in 1997 -- than the Wells offer -- less than 1% in 1997
on an earnings per share basis.
* Key performance ratios are also higher in the FBS proposal than in the
Wells proposal. For example, return on equity would be 28% for the FBS
merger and 11.8% for the Wells offer.
* Earnings per share growth in 1996 will reach 28.6% for First Interstate
shareholders in the FBS merger and only 1.9% in the Wells offer.
* The superiority of the FBS proposal in terms of earnings per share
translates directly into shareholder value. Based on projected 1997
reported earnings per share and using current earnings multiples for FBS
and Wells Fargo, the implied purchase price for the FBS proposal is $156.31
per share compared with $131.66 per share in the Wells offer.
Zona said, "Wells is clearly overdosing on goodwill. The Wells offer
will burden the combined company with over $9 billion of goodwill and other
intangibles that will result in a long-lasting drag on earnings -- at least
$400 million after tax for many years. This is absolutely unprecedented and
represents almost two-thirds of the combined equity of Wells Fargo and First
Interstate. As a result, the Wells hostile proposal offers inferior earnings
growth and performance ratios. Our proposal offers First Interstate
shareholders a combined company with a dynamic future based on growth."
The filing sets forth FBS's reasons why it is the best strategic partner
for First Interstate, outlining significant opportunities for efficiency,
revenue growth and risk diversification. Contrary to Wells Fargo, FBS has
seen considerable expansion of its core
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FBS Provides Detailed Comparison
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business during recent years. For example, FBS's loan portfolio has grown at
an average annual rate of 12% over the last three years, compared to 1.2% for
Wells Fargo. During the same period, FBS's noninterest income has grown at
an annualized rate of 10.8% compared to Wells' rate of 8.5%. The merger
between FBS and First Interstate would reduce risk for First Interstate
shareholders by lowering the new company's exposure to regionalized economic
downturns through diversification to 21 states from the 13 states where First
Interstate currently does business.
In addition, the filing notes that any combination of Wells Fargo and
First Interstate would have to overcome substantial regulatory hurdles which
may cause delays not faced by FBS. Although Wells Fargo concedes a need to
divest $900 million of deposits, FBS believes that substantially greater
divestitures will be required before Wells receives necessary regulatory
approvals. In addition, Wells' announced intention to close 85% of the First
Interstate branches in California is likely to provoke adverse community
reaction, which FBS believes is likely to cause public hearings to be held,
resulting in additional delays.
Zona said, "Regulatory uncertainty and geographic concentration are not
the only factors that make the Wells hostile offer risky. For example, Wells
continues to pursue a high-risk strategy that is predicated on forcing an
overwhelming majority of its customers to abandon branch banking. By its own
admission, Wells has put virtually all its eggs in this basket. While it is
certainly prudent to pursue electronic banking initiatives, it appears
decidedly imprudent for Wells to practically abandon branch banking. The
fact remains that branches are still a proven, effective means of marketing
bank products. Now, Wells is trying to force First Interstate to take on this
risky strategy. Finally, Wells now has disclosed plans to close 85%, or
approximately 335, of the First Interstate branches in California. We
estimate that this will result in a substantial loss of revenue. Simply
stated, Wells cannot realistically assume that it can close a branch, totally
eliminate the associated expense and retain the related revenue. That is a
plan that defies logic," said Zona.
In addition, FBS noted that it has made the investment in technology and
systems necessary to support interstate expansion and for the rapid
integration of acquired financial institutions. FBS has the technology in
place and previous experience with integrating the operations of multi-state
financial institutions into its own, whereas Wells Fargo has never completed
a significant out-of-state acquisition.
First Bank System's experience with integration and its investment in
technology has created a strong record of achieving its cost takeout
projections. First Bank is one of the most efficient banks in the industry
and is superior to Wells Fargo in this regard. More to the point, the company
has a great deal of experience in making acquisitions (23 of them) and
improving efficiency in the process; the cost takeouts on the larger
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FBS Provides Detailed Comparison
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acquisitions of the past three years have been in the 35% to 45% area, and
FBS has consistently met or exceeded its cost takeout goals.
FBS also asserted that Wells Fargo's cost takeout projections are
unrealistic and would result in serious revenue deterioration. In addition
to closing 85% of the branches in California, significant cuts are
contemplated in customer sensitive businesses such as commercial banking and
trust management; Wells Fargo intends to eliminate 55% and 37% of the
respective associated cost bases. Wells' statement in its exchange offer
document that it "sees substantial revenue growth opportunities" in
commercial lending and corporate trust seems flatly inconsistent with its
plans to gut these businesses and consequently lose revenue.
The FBS filing also presents an "employee reduction comparison" which
illustrates that Wells Fargo would need to fire approximately 12,000 First
Interstate employees in order to achieve its published level of cost
reductions. It is hard to understand how Wells could effectively operate the
First Interstate business after slashing almost half of the First Interstate
workforce, particularly when Wells Fargo has no presence in 12 of the 13
states in which First Interstate conducts business.
FBS's filing includes an analysis demonstrating that even the most
aggressive cost-cutting by Wells Fargo in California would not likely achieve
expense reductions in excess of $280 million over those estimated by FBS in
its merger with First Interstate. Wells Fargo admitted this fact in its
December 7, 1995 meeting with analysts. Even at this level, the filing
demonstrates that the reductions will very likely be offset by an estimated
$180 million in revenue losses, Thus, the filing concludes Wells Fargo's net
savings due to its overlap in California with First Interstate should
approach a maximum of $100 million -- a far cry from the unrealistic $400
million publicized by Wells Fargo.
Zona said, "The bottom line is that Wells' cost takeout projections
simply cannot withstand analysis. Not only are the cost projections patently
exaggerated and unattainable in our view, but the resulting revenue loss from
such a 'slash and burn approach, together with the drag of more than $9
billion in goodwill, will be an albatross for a First Interstate and Wells
Fargo combination for years to come. When you take into account the goodwill
that the Wells offer creates, First Bank System's offer has a $250 million
after tax annual earnings advantage."
Grundhofer concluded, "It makes all the sense in the world for Wells
Fargo to try to focus attention on a single issue -- the daily stock prices
- -- because in so many respects its hostile proposal fails to measure up. It
all boils down to this: with First Bank System, First Interstate shareholders
will enjoy more revenue and earnings per share growth, will be exposed to
less risk, and will have more of the essential technology in place than the
company Wells proposes to create. We're confident that when the First
Interstate shareholders understand the facts they'll vote our way."
Individuals may obtain copies of the filing by calling Morrow & Co., Inc.
at(800) 566-9058. Bankers and brokers may obtain copies by calling (800)
662-5200.
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FBS Provides Detailed Comparison
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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 commons 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 Feres & 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.
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