FIRST BANK SYSTEM INC
DEFA14A, 1995-11-20
NATIONAL COMMERCIAL BANKS
Previous: FIDELITY SYSTEMATIC INVESTMENT PLANS, 485BPOS, 1995-11-20
Next: FIRST BANK SYSTEM INC, DEFA14A, 1995-11-20



<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         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.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or
     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------
<PAGE>


                        IT'S NOT A FIRE,
                          A FLOOD OR AN
                           EARTHQUAKE.
                         BUT IT COULD BE
                           A DISASTER
                         FOR CALIFORNIA.

         -----------------------------------------------
         If Wells Fargo is successful in its hostile bid
                      for First Interstate,
           10,000 Californians could lose their jobs.
         -----------------------------------------------

            We at First Bank System desire a friendly merger
         with First Interstate.  Wells Fargo is attempting
         a hostile takeover, a far different thing.
            But when you compare the merger proposal from
         First Bank with the hostile offer from Wells Fargo,
         one simple fact remains: First Bank is a much
         better deal for the people of California and
         investors.
            JOBS: More jobs will remain in California under the
         First Bank-First Interstate merger.  We expect to
         reduce employment by 6,000 across 21 states.  But
         some independent analysts and news reports say that
         if Wells Fargo takes over First Interstate, as many
         as 10,000 jobs, predominantly in California, could be
         lost.
            COMMUNITY COMMITMENT:  More branches will stay
         open under the First Bank-First Interstate merger.
         Because we don't have any branches in California, we
         want the First Interstate branches and intend to
         keep them open with very few changes.  Wells Fargo
         offices overlap with First Interstate in nearly
         every major market in California.  Massive California
         branch closings could result from the Wells Fargo
         hostile takeover.
            SHAREHOLDER VALUE:  First Interstate shareholders
         will receive more earnings per share under the First
         Bank-First Interstate


<PAGE>
         merger.  First Interstate shareholders will own a
         greater percentage of the combined company under the
         First Bank-First Interstate Merger.
            With our deal, California won't lose a strong
         banking competitor.  First Interstate will continue
         to maintain a strong business presence.  There will
         be more jobs, more branches, more competition and
         more products and services to choose from.
            Yes, First Interstate shareholders will get a
         better deal from First Bank, and so will the people
         of California.


                           [FIRST BANK LOGO]


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission