-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MxS7+v1nGQJHOWF5B3o7CI3I5ayX7ejkeqF1vpMQJJL3FHQujMbXwr07C0MM5yk1 2g+ZrR3cTQ/ZZ0olD6t+FQ== 0000950109-95-004763.txt : 19951120 0000950109-95-004763.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950109-95-004763 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951105 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951115 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INTERSTATE BANCORP /DE/ CENTRAL INDEX KEY: 0000105982 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 951418530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04114 FILM NUMBER: 95593598 BUSINESS ADDRESS: STREET 1: 633 W FIFTH ST-T8-19 STREET 2: PO BOX 54068 CITY: LOS ANGELES STATE: CA ZIP: 90054 BUSINESS PHONE: 2136143001 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN BANCORPORATION DATE OF NAME CHANGE: 19911124 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K C U R R E N T R E P O R T Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 5, 1995 ------------------- Date of Report (Date of Earliest Event Reported) FIRST INTERSTATE BANCORP ------------------------ (Exact Name of Registrant As Specified In Its Charter) Delaware ------------------------------------------------ (State Or Other Jurisdiction of Incorporation) 1-4114 95-1418530 ----------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 633 West Fifth Street Los Angles, California 90071 ---------------------------------------------------- (Address Of Principal Executive Offices) (Zip Code) (213) 614-3001 -------------------------------------------------- (Registrant's Telephone Number, including Area Code) NOT APPLICABLE ------------------------------------------------------------ (Former Name or Former Address, If Changed Since Last Report) Item 5. Other Events On November 5, 1995 the Board of Directors of First Interstate Bancorp (the "Company"), in connection with the Agreement and Plan of Merger (the "Merger Agreement") amongst itself, First Bank System, Inc., a Delaware corporation ("FBS"), and Eleven Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of FBS ("FBS Sub"), pursuant to which FBS Sub would merge with and into the Company, authorized the execution of an amendment (the "Amendment") to the Rights Agreement, dated as of November 21, 1988 between the Company and First Interstate Bank, Ltd., as Rights Agent (the "Rights Agreement"). The Rights Agreement as amended by the Amendment sets forth the description and the terms of the rights held by holders of Company Common Stock to purchase from the Company one share of Company Common Stock at a price of $170.00 per share (the "Purchase Price"), subject to adjustment. The Company executed the Amendment in order to (x) amend the definition of "Acquiring Person" set forth in the Rights Agreement to provide that so long as FBS is in compliance with all material terms, conditions and obligations imposed upon it by the Merger Agreement and the Stock Option Agreement, dated as of November 5, 1995, between the Company, as issuer, and FBS, as grantee (the "Stock Option Agreement") neither FBS nor any affiliated or associated party (collectively with FBS, the "FBS Parties") will be deemed to be an Acquiring Person by virtue of the fact that FBS is the Beneficial Owner (as defined in the Rights Agreement) solely of Common Stock (i) of which any FBS Party is or becomes the Beneficial Owner by reason of the approval, execution or delivery of the Merger Agreement, or the Stock Option Agreement, or by reason of the consummation of any transaction contemplated in the Merger Agreement and/or the Stock Option Agreement, (ii) of which any FBS Party is the Beneficial Owner on November 5, 1995, (iii) of which any FBS Party becomes the Beneficial Owner after November 5, 1995, provided, however, that the -------- ------- aggregate number of Common Shares which may be Beneficially Owned by the FBS Parties pursuant to this clause (iii) shall not exceed 5% of the number of shares of Common Stock outstanding, (iv) acquired in satisfaction of a debt contracted prior to November 5, 1995, in good faith, (v) held by any FBS Party in a bona fide fiduciary or depository capacity or (vi) owned in the 2 ordinary course of business by either (A) an investment company registered under the Investment Company Act of 1940, as amended, or (B) an investment account, for either of which any FBS Party acts as investment advisor and (y) to exclude the transactions contemplated by the Merger Agreement from the provision in the Rights Agreement setting forth certain circumstances in which the Rights flip over and become exercisable for shares of stock of a company other than the Company. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed with this report: Exhibit No. Description ----------- ----------- 4.1 Amendment, dated as of November 5, 1995, to the Rights Agreement, dated as of November 21, 1988 by and between First Interstate Bancorp and First Interstate Bank Ltd., as Rights Agent. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. FIRST INTERSTATE BANCORP By: /s/ William J. Bogaard ---------------------------------- Name: William J. Bogaard Title: Executive Vice President and General Counsel Dated: November 15, 1995 4 EXHIBIT INDEX Exhibit Number Description ------ ----------- 4.1 Amendment, dated as of November 5, 1995, to the Rights Agreement, dated as of November 21, 1988 by and between First Interstate Bancorp and First Interstate Bank Ltd., as Rights Agent. 5 EX-4 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4.1 ----------- AMENDMENT TO RIGHTS AGREEMENT ----------------------------- Amendment, dated as of November 5, 1995 (this "Amendment"), to the Rights Agreement, dated as of November 21, 1988 (the "Rights Agreement"), between First Interstate Bancorp, a Delaware corporation (the "Company"), and First Interstate Bank, Ltd., as rights agent (the "Rights Agent"). WITNESSETH ---------- WHEREAS, no Person has become an Acquiring Person (as defined in Section 1(a) of the Rights Agreement) and no Distribution Date (as defined in Section 3(a) of the Rights Agreement) has occurred as of the date of this Amendment; and WHEREAS, the Company, First Bank System, Inc., a Delaware corporation ("FBS"), and Eleven Acquisition Corp., a wholly-owned subsidiary of FBS ("Eleven"), have entered into an Agreement and Plan of Merger, dated as of November 5, 1995 (the "Merger Agreement"), pursuant to which Eleven would merge with and into the Company, with the Company as the surviving corporation in the merger; and WHEREAS, in connection with the Merger Agreement, the Company and FBS have entered into a Stock Option Agreement, dated November 5, 1995, pursuant to which the Company has granted to FBS an option to purchase certain shares of the Company's Common Stock under certain circumstances and upon certain terms and conditions; and WHEREAS, the Board of Directors of the Company has approved and adopted this Amendment and directed that the proper officers take all appropriate steps to execute and put into effect this Amendment. NOW, THEREFORE, the parties hereby agree as follows: 1. Section 1(a) of the Rights Agreement is hereby amended by inserting the following phrase after the last word and before the period at the end of the definition of "Acquiring Person": "; provided, however, that neither First Bank System, Inc., a Delaware -------- ------- corporation ("FBS"), nor any Affiliate or Associate of FBS (collectively with FBS, the "FBS Parties") shall be deemed to be an Acquiring Person by virtue of the fact that FBS is the Beneficial Owner solely of Common Shares (i) of which any FBS Party is or becomes the Beneficial Owner by reason of the approval, execution or delivery of the Agreement and Plan of Merger, dated as of November 5, 1995, by and among the Company, FBS and Eleven Acquisition Corp., a wholly owned subsidiary of FBS ("FBS Sub"), as may be amended from time to time (the "Merger Agreement"), or the Stock Option Agreement, dated as of November 5, 1995, between the Company, as issuer, and FBS, as grantee, as may be amended from time to time (the "Stock Option Agreement"), or by reason of the consummation of any transaction contemplated in the Merger Agreement, the Stock Option Agreement or both, (ii) of which any FBS Party is the Beneficial Owner on the date hereof, (iii) of which any FBS Party becomes the Beneficial Owner after the date hereof, provided, however, that the aggregate number of -------- ------- Common Shares which may be Beneficially Owned by the FBS Parties pursuant to this clause (iii) shall not exceed 5% of the Common Shares outstanding, (iv) acquired in satisfaction of debts contracted prior to the date hereof by any FBS party in good faith in the ordinary course of such FBS Party's banking business, (v) held by any FBS Party in a bona fide fiduciary or depository capacity, or (vi) owned in the ---- ---- ordinary course of 2 business by either (A) an investment company registered under the Investment Company Act of 1940, as amended, or (B) an investment account, for either of which any FBS Party acts as investment advisor." 2. The penultimate sentence of Section 13 of the Rights Agreement is hereby amended in its entirety to read as follows: "This Section 13 shall not be applicable to (x) a transaction described in Subparagraphs (a), (b) or (c) of this Section if (i) such transaction is consummated with a Person or Persons who acquired Common Shares pursuant to a Qualified Offer (or a wholly owned subsidiary of any such Persons or Persons), (ii) the price per Common Share offered in such transaction or distributable to shareholders upon conclusion of such transaction is not less than the price per Common Share paid to all holders of Common Shares whose shares were purchased pursuant to such Qualified Offer and (iii) the form of consideration being offered to the remaining holders of Common Shares pursuant to such transaction or distributable to shareholders upon conclusion of such transaction is the same as the form of consideration paid pursuant to such Qualified Offer and (y) the transactions contemplated by the Merger Agreement (as defined in Section 1(a)), including, without limitation, the merger of FBS Sub with and into the Company pursuant thereto." 3. This Amendment shall be effective immediately upon its execution and the Rights Agreement shall continue in full force and effect as amended hereby. 4. Capitalized terms used in this Amendment and not defined herein shall have the meanings assigned thereto in the Rights Agreement. 5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and 3 all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. FIRST INTERSTATE BANCORP ATTEST: By: /s/ Theodore F. Craver, Jr. ----------------------------- By /s/ Ann M. Coons Name: Theodore F. Craver, Jr. ------------------- Title: Executive Vice President Ann M. Coons Assistant Secretary FIRST INTERSTATE BANK, LTD. ATTEST: By: /s/ Ronald E. Lug ---------------------------- By /s/ Edward S. Garlock Name: Ronald E. Lug ---------------------- Title: Vice President Edward S. Garlock Secretary 5 -----END PRIVACY-ENHANCED MESSAGE-----