-----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, BCIBaES+kA7NHp/ctsbMPe5p9KOJhym4a6TZRhdQOPCw6LNyDWIGHYqGcSzsTeEs yFSQx4P3hkPWjRSzEu4NWQ== 0000950109-95-004764.txt : 19951120 0000950109-95-004764.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950109-95-004764 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04114 FILM NUMBER: 95593601 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-A12B/A 1 FORM 8A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ Form 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________ FIRST INTERSTATE BANCORP -------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 95-1418530 - ------------------------------------------- --------------------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 633 West Fifth Street, Los Angeles, California 90071 - ----------------------------------------------- ---------- (Address of principal executive offices) (zip code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become effective filing pursuant to General simultaneously with the effectiveness Instruction A(c)(1) please check the of a concurrent registration following box. [ ] statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. On November 21, 1988, the Board of Directors of First Interstate Bancorp (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock par value $2.00 per share (the "Common Shares"), of the Company. The dividend was payable on December 30, 1988 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one Common Share of the Company, at a price of $170.00 per Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Interstate Bank, Ltd., as Rights Agent (the "Rights Agent"). This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares other than pursuant to a Qualified Offer (as defined below), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will 2 contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights) the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 1998 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, as described below. The Purchase Price payable, the number of shares or other securities or property issuable upon exercise of the Rights, and the number of outstanding Rights, are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) with certain exceptions, upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). A Qualified Offer is a tender offer or exchange offer for all outstanding Common Shares which is determined by the non-management directors to be fair to and otherwise in the best interests of the Company and its shareholders. In the event that the Company is acquired in a merger or other business combination transaction (other 3 than a merger which follows a Qualified Offer at the same or a higher price) or 50% or more of its consolidated assets or earning power are sold (any such event, a "Flip-Over Event"), proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person (unless such person first acquires 20% or more of the outstanding Common Shares by a purchase pursuant to a Qualified Offer), proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership or 20% or more of the outstanding Common Shares and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right, rounded upward for each holder to the nearest $.01 (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such 4 basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 20% to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company in a manner which causes a Triggering Event to occur unless the offer is conditioned on a substantial number of Rights being acquired. The Rights, however, should not effect any prospective offeror willing to make an offer for all outstanding shares of Common Stock at a fair price and otherwise in the best interests of the Company and its shareholders as determined by the Board of Directors or affect any prospective offeror willing to negotiate with the Board of Directors. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since, pursuant to the Rights Agreement, the Rights are not exercisable in such an event. In this regard, on November 5, 1995, the Company, First Bank System, Inc. ("FBS") and Eleven Acquisition Corp. ("FBS Sub") executed an Agreement and Plan of Merger (the "Merger Agreement"), providing for, among other things, the merger of FBS Sub with and into the Company. In connection with the execution of the Merger Agreement, the Company executed an amendment (the "Amendment") to the Rights Agreement 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 5 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 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 any of the transactions contemplated by the Merger Agreement from constituting a Flip-Over Event. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights Agreement between the Company and the Rights Agent specifying the terms of the Rights, the Form of Right Certificate (contained in the Rights Agreement as Exhibit B), and a Form of Letter sent to the Company's stockholders upon declaration of the distribution of Rights on December 30, 1988, were attached as exhibits to the Company's Form 8-A filed with the Securities and Exchange Commission on November 23, 1988 and are incorporated herein by reference. The Amendment is attached hereto as Exhibit 2.3 and is incorporated herein by reference. The foregoing descriptions of the Rights, the Rights Agreement and the Amendment do not purport to 6 be complete and are qualified in their entirety by reference to such exhibits. Item 2. Exhibits 1.1 Form of Right Certificate (incorporated by reference to Exhibit 1.1 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.1 Rights Agreement dated as of November 21, 1988 between First Interstate Bancorp and First Interstate Bank, Ltd., as Rights Agent (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.2 Form of letter to be sent to stockholders of First Interstate Bancorp (incorporated by reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.3 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. 7 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto 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 8 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 1.1 Form of Right Certificate (incorporated by reference to Exhibit 1.1 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.1 Rights Agreement dated as of November 21, 1988 between First Interstate Bancorp and First Interstate Bank, Ltd., as Rights Agent (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.2 Form of letter to be sent to stockholders of First Interstate Bancorp (incorporated by reference to Exhibit 2.2 to the Registrant's Registration Statement on Form 8-A dated November 23, 1988). 2.3 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. 9 EX-2.3 2 AMENDMENT TO RIGHTS AGREEMENT Exhibit 2.3 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-----