<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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):
/ / $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:
------------------------------------------------------------------------
/X/ 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>
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 CONFIRMS
THAT IT CAN USE "POOLING OF INTERESTS" ACCOUNTING FOR
FIRST INTERSTATE MERGER
-- FBS - First Interstate Merger Will Not Generate Goodwill --
--------------------------------------------------------------
MINNEAPOLIS (January 19, 1996) -- First Bank System, Inc. (NYSE: FBS) today
confirmed that, after discussions with the SEC, the proposed First Bank
System - First Interstate merger will be accounted for under the pooling of
interests accounting method. This ensures that a First Bank System - First
Interstate merger will not generate any goodwill. In contrast, the Wells Fargo
hostile offer for First Interstate would generate more than $8 billion of
incremental goodwill.
Richard A. Zona, FBS Vice Chairman and Chief Financial Officer, said,
"We are extremely pleased that we can now eliminate any question regarding our
ability to complete our merger with First Interstate using the pooling method.
We look forward to offering First Interstate shareholders a deal that is
significantly accretive to earnings in the first year."
More ...
<PAGE>
FBS Confirms Pooling
Page 2
While FBS may use the pooling method, the Staff of the Securities and
Exchange Commission required FBS to suspend its ongoing share repurchase program
for two years following the consummation of a merger with First Interstate in
order that this method be used. This suspension would not affect the
repurchase of shares for reissuance under stock-based plans nor repurchases
in connection with purchase business combinations.
Mr. Zona said, "Our compliance with this SEC requirement will not
affect in a material way the attractive returns that our proposed merger with
First Interstate presents to shareholders. We believe we will be able to
achieve returns comparable to those presented in our financial projections
through purchase business acquisitions and other growth initiatives."
Mr. Zona went on to say, "We were extremely surprised by the SEC
decision. The Staff of the SEC has departed from what we and our auditors,
Ernst & Young, believe is the published guidance in our circumstances by
restricting our ability to fully utilize stock repurchases as part of our
ongoing capital management program. We had expected the SEC to maintain
consistency in its interpretations and base its ruling on its past decisions
and generally accepted accounting principles."
More ...
<PAGE>
FBS Confirms Pooling
Page 3
First Bank System is a regional bank holding company headquartered
in Minneapolis with assets of $37.3 billion. The company provides complete
financial services to individuals and institutions through 9 banks, a savings
association and other financial companies with 366 offices, located primarily
in Minnesota, Colorado, North Dakota, South Dakota, Montana, Illinois,
Wisconsin, Iowa, Kansas, Nebraska and Wyoming.
* * *
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.
More ...
<PAGE>
FBS Confirms Pooling
Page 4
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 assist 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.
