-----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, Qp739+ENhHFWMdsjY+C8DBgjAQytg9ZlqYrKk/6SFOoguJIz0Zg39dRhOx1nVhlQ D3F06MUVWomwQ3d5hSvGyw== 0000950172-96-000021.txt : 19960112 0000950172-96-000021.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950172-96-000021 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960110 SROS: NONE SUBJECT COMPANY: 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: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11891 FILM NUMBER: 96502623 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 FILED BY: 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: SC 14D9/A 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 SC 14D9/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 FIRST INTERSTATE BANCORP (Name of Subject Company) FIRST INTERSTATE BANCORP (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $2.00 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (Title of Class of Securities) 320548100 (CUSIP Number of Class of Securities) WILLIAM J. BOGAARD, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST INTERSTATE BANCORP 633 WEST FIFTH STREET LOS ANGELES, CA 90071 (213) 614-3001 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) COPY TO: FRED B. WHITE III, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 First Interstate Bancorp ("First Interstate") hereby amends and supplements its statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission on November 20, 1995, as amended by Amendments No. 1 through No. 6 thereto (the "Schedule 14D-9"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-9. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: Exhibit 49: Newspaper Advertisement placed by First Interstate, dated January 10, 1996. Exhibit 50: Press Release issued by First Interstate, dated January 10, 1996. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. FIRST INTERSTATE BANCORP By: /s/ William J. Bogaard William J. Bogaard Executive Vice President and General Counsel Dated: January 10, 1996 January 10, 1996 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Amendment to Solicitation/Recommendation Statement on Schedule 14D-9 of First Interstate Bancorp Ladies and Gentlemen: On behalf of our client, First Interstate Bancorp, a Delaware corporation ("First Interstate"), we transmit herewith via electronic transmission for filing, pursuant to Item 101(a)(1)(iii) of Regulation S-T, Amendment No. 7 to First Interstate's Solicitation/Recommendation Statement on Schedule 14D-9, initially filed on November 20, 1995. Copies of this letter and Amendment No. 7 are being delivered by hand to Wells Fargo & Company at its principal office. In addition, copies of this letter and Amendment No. 7 are being delivered by mail to each of The New York Stock Exchange and The Pacific Stock Exchange. If you have any questions or comments concerning the foregoing or the materials being transmitted herewith, please contact the undersigned at (212) 735-2398 or Fred B. White, III at (212) 735-2144. Very truly yours, /s/ Jonathan D. Bisgaier Jonathan D. Bisgaier Enclosures cc: Wells Fargo & Company The New York Stock Exchange The Pacific Stock Exchange EX-99 2 EXHIBIT 49 - FIRST INTERSTATE NEWSPAPER ADVERTISEMENT Second in a series...Strategic Fit A BOLD NEW FIRST IN BANKING. THE CHOICE FOR FIRST INTERSTATE SHAREHOLDERS: "We continue to view [First Bank "If you hold a hand of cards and System] as one of the structural have nothing to work with, you have winners in the slow-growth, rapidly to wait for the next hand. That's consolidating banking environment where we are today." we believe will exist for the Paul Hazen, Wells Fargo duration of the decade." Chairman and CEO, Michael A. Plodwick, New York Times, C.J. Lawrence, 10/12/95.* 11/22/95.* The choice is clear: The strategic combination with First Bank System--a "structural winner" with obvious and immediate strategic advantages for First Interstate shareholders. Or Wells Fargo's hostile proposal and the luck of the draw in Mr. Hazen's high stakes gamble. FIRST BANK SYSTEM WELLS FARGO STRATEGIC COMBINATION HOSTILE PROPOSAL STRATEGY First-rate franchise founded on Continued financial engineering, industry-leading business lines, high-risk, all-or-nothing rush to extensive branch network, electronic banking and purported significant efficiency enhancements massive cost reductions through job and risk diversification. elimination and branch closings. BUSINESS FRANCHISE 21-state territory with top 3 No additional geographic market share in 11 states. diversification for First Extensive retail branch network. Interstate shareholders and top 3 market share in only 1 additional Top 5 rank in corporate card, state. purchasing card, corporate trust, ATM/POS, asset management and Radical plan to slash traditional merchant processing business lines. branches from 94% of total outlets to 28% by end of 1996. RISK DIVERSIFICATION 30% of assets located in 70% of total assets and 78% of real California. Diverse territory estate loans concentrated in provides substantial protection California. against regional economic Unprecedented $9 billion of downturns. goodwill and other intangibles would further reduce financial flexibility in economic downturns. TECHNOLOGY Common multi-state systems. Home-grown, single-state system. EXPERIENCE Current First Bank management has Wells Fargo has no multi-state integrated 22 acquisitions in past operating experience; has not 4 years. integrated a major bank acquisition since 1986. FIRST INTERSTATE AND FIRST BANK SYSTEM: THE CLEAR CHOICE __________ * Consent of the author and publication has neither been sought nor obtained. [LOGO] FIRST INTERSTATE Bank The participants in this solicitation include First Interstate Bancorp ("First Interstate") and the following directors: John E. Bryson, Edward M. Carson, Dr. Jewel Plummer Cobb, Ralph P. Davidson, Myron Du Bain, Don C. Frisbee, George M. Keller, Thomas L. Lee, Harold M. Messmer, Jr., Dr. William F. Miller, William S. Randall, Dr. Steven B. Sample, Forrest N. Shumway, William E. B. Siart, Richard J. Stegemeier and Daniel M. Tellep. Employee participants include David S. Belles, Executive Vice President and Controller; William J. Bogaard, Executive Vice President and General Counsel; Theodore F. Craver, Jr., Executive Vice President and Treasurer; Daniel R. Eitingon, Executive Vice President, Technology Banking; Gary S. Gertz, Executive Vice President and General Auditor; Lillian R. Gorman, Executive Vice President, Human Resources; Robert E. Greene, Executive Vice President and Chief Credit Officer; Steven L. Scheid, Executive Vice President, Financial Planning and Analysis; Richard W. Tappey, Executive Vice President, Administration; David K. Wilson, Executive Vice President and Senior Credit Review Manager; James J. Curran, Chief Executive Officer, Northwest Region; Linnet F. Deily, Chief Executive Officer, Texas Region; John S. Lewis, Chief Executive Officer, Southwest Region; Bruce G. Willison, Vice Chairman and Chief Executive Officer, California Region; Shirley Hosoi, Senior Vice President, Corporate Communications; Christine McCarthy, Executive Vice President, Investor Relations; Mariann Ohanesian, Vice President, Investor Relations; Kenneth W. Preston, Vice President, External Communications; and Shiromi D. Vethamani, Assistant Vice President, Investor Relations. All such persons and those listed below, in the aggregate, are deemed to own beneficially less than 2%, and no participant individually owns more than 1%, of the outstanding shares of First Interstate's common stock. First Bank System, Inc. ("FBS"), Eleven Acquisition Corp., a wholly owned subsidiary of FBS ("FBS Sub"), and First Interstate have entered into an Agreement and Plan of Merger, pursuant to which FBS Sub will merge with and into First Interstate with First Interstate being the surviving corporation (the "Merger"). At the effective time ("Effective Time") of the Merger, pursuant to the Merger Agreement, FBS will change its name to First Interstate Bancorp ("New First Interstate"). Mr. Siart, who is Chairman and Chief Executive Officer of First Interstate, will become President and Chief Operating Officer of New First Interstate. In addition, although not specifically required by the Merger Agreement, it is anticipated that at New First Interstate, Mr. Willison will serve as Vice Chairman, Corporate Banking and Ms. Deily will serve as Vice Chairman, Retail Banking. Under certain benefit plans, severance arrangements and other employment agreements maintained, or entered into, by First Interstate, certain benefits may become vested or accelerated in connection with the Merger with respect to Mr. Siart, other directors of First Interstate, Ms. Deily, Mr. Willison, and the other participants. During the period commencing on the Effective Time and continuing for not less than six years thereafter, New First Interstate will, to the fullest extent permitted under applicable law, have certain indemnification obligations to the participants with respect to matters arising at or prior to the Effective Time in connection with the Merger. First Interstate has absolute and sole discretion in designating 10 of the 20 directors of New First Interstate. First Interstate has not yet determined which other individuals it will designate to serve as directors of New First Interstate. For further description of the foregoing interests, see the Schedule 14D-9, dated and filed with the Securities and Exchange Commission on November 20, 1995, as thereafter amended, including the exhibits thereto. EX-99 3 EXHIBIT 50 - PRESS RELEASE CONTACTS: Ken Preston Shirley Hosoi Josh Pekarsky First Interstate Bank Kekst and Company (213) 614-3043 (212) 593-2655 FOR IMMEDIATE RELEASE FIRST INTERSTATE WELCOMES ASSEMBLY BANKING AND FINANCE COMMITTEE HEARING --"CALIFORNIANS SHOULD BE INTENSELY CONCERNED ABOUT THE CHILLING EFFECTS OF A WELLS FARGO TAKEOVER OF FIRST INTERSTATE"-- LOS ANGELES, CA, January 10, 1996 -- First Interstate Bancorp (NYSE: I) today applauded the decision of the California State Assembly Banking and Finance Committee to hold a hearing to thoroughly examine the repercussions of Wells Fargo's hostile takeover proposal for First Interstate as compared to the friendly merger agreement already entered into with First Bank System with the full support of First Interstate's Board of Directors. William E.B. Siart, chairman and CEO of First Interstate, said: "Wells Fargo's reckless and ill-conceived takeover proposal poses serious threats to California, its citizens, small businesses and communities. At stake is a vibrant banking environment and the continued availability of vital and competitively-priced banking services to small business, middle market companies and individuals who depend greatly on full-service branches. Add to that the massive job losses that would hit our state and we think Californians should be intensely concerned about the chilling effects of Wells Fargo's takeover proposal." Last week, the Federal Reserve Board announced hearings of its own, to be held jointly in Los Angeles and San Francisco on January 22 and 23. ### The participants in this solicitation include First Interstate Bancorp ("First Interstate") and the following directors: John E. Bryson, Edward M. Carson, Dr. Jewel Plummer Cobb, Ralph P. Davidson, Myron Du Bain, Don C. Frisbee, George M. Keller, Thomas L. Lee, Harold M. Messmer, Jr., Dr. William F. Miller, William S. Randall, Dr. Steven B. Sample, Forrest N. Shumway, William E. B. Siart, Richard J. Stegemeier and Daniel M. Tellep. Employee participants include David S. Belles, Executive Vice President and Controller; William J. Bogaard, Executive Vice President and General Counsel; Theodore F. Craver, Jr., Executive Vice President and Treasurer; Daniel R. Eitingon, Executive Vice President, Technology Banking; Gary S. Gertz, Executive Vice President and General Auditor; Lillian R. Gorman, Executive Vice President, Human Resources; Robert E. Greene, Executive Vice President and Chief Credit Officer; Steven L. Scheid, Executive Vice President, Financial Planning and Analysis; Richard W. Tappey, Executive Vice President, Administration; David K. Wilson, Executive Vice President and Senior Credit Review Manager; James J. Curran, Chief Executive Officer, Northwest Region; Linnet F. Deily, Chief Executive Officer, Texas Region; John S. Lewis, Chief Executive Officer, Southwest Region; Bruce G. Willison, Vice Chairman and Chief Executive Officer, California Region; Shirley Hosoi, Senior Vice President, Corporate Communications; Christine McCarthy, Executive Vice President, Investor Relations; Mariann Ohanesian, Vice President, Investor Relations; Kenneth W. Preston, Vice President, External Communications; and Shiromi D. Vethamani, Assistant Vice President, Investor Relations. All such persons and those listed below, in the aggregate, are deemed to own beneficially less than 2%, and no participant individually owns more than 1%, of the outstanding shares of First Interstate's common stock. First Bank System, Inc. ("FBS"), Eleven Acquisition Corp., a wholly owned subsidiary of FBS ("FBS Sub"), and First Interstate have entered into an Agreement and Plan of Merger, pursuant to which FBS Sub will merge with and into First Interstate with First Interstate being the surviving corporation (the "Merger"). At the effective time ("Effective Time") of the Merger, pursuant to the Merger Agreement, FBS will change its name to First Interstate Bancorp ("New First Interstate"). Mr. Siart, who is Chairman and Chief Executive Officer of First Interstate, will become President and Chief Operating Officer of New First Interstate. In addition, although not specifically required by the Merger Agreement, it is anticipated that at New First Interstate, Mr. Willison will serve as Vice Chairman, Corporate Banking and Ms. Deily will serve as Vice Chairman, Retail Banking. Under certain benefit plans, severance arrangements and other employment agreements maintained, or entered into, by First Interstate, certain benefits may become vested or accelerated in connection with the Merger with respect to Mr. Siart, other directors of First Interstate, Ms. Deily, Mr. Willison, and the other participants. During the period commencing on the Effective Time and continuing for not less than six years thereafter, New First Interstate will, to the fullest extent permitted under applicable law, have certain indemnification obligations to the participants with respect to matters arising at or prior to the Effective Time in connection with the Merger. First Interstate has absolute and sole discretion in designating 10 of the 20 directors of New First Interstate. First Interstate has not yet determined which other individuals it will designate to serve as directors of New First Interstate. For further description of the foregoing interests, see the Schedule 14D-9, dated and filed with the Securities and Exchange Commission on November 20, 1995, as thereafter amended, including the exhibits thereto. -----END PRIVACY-ENHANCED MESSAGE-----