-----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, Dv5ZPG4emks59YeTNfkJtGZgRDqwd9lxCXTxobSZ60kn8bAYk3duUmKHjTKK5ej7 MlBYwBrVQ0iszSqTSxCdsA== 0000950172-96-000156.txt : 19960401 0000950172-96-000156.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950172-96-000156 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960329 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: 96541831 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 8-A/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM 8-A/A-2 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 If this Form relates to the registration of a the registration of a class of debt securities class of debt securities and is effective upon and is to become effective filing pursuant to General simultaneously with the Instruction A(c)(1) please effectiveness of a check the following box. concurrent registration ( ) 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 New York Stock Exchange Rights 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 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 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 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 January 23, 1996, the Company and Wells Fargo & Company ("Wells Fargo") executed an Agreement and Plan of Merger (as amended, the "Merger Agreement"), providing for, among other things, the merger of the Company with and into Wells Fargo (the "Merger"). In connection with the execution of the Merger Agreement, on March 26, 1996, the Company executed an amendment ("Amendment No. 2") to the Rights Agreement in order to provide that the Rights will no longer be exercisable and will expire following the Effective Time (as defined in the Merger Agreement) of the Merger. 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. An Amendment to the Rights Agreement, dated as of November 5, 1995 ("Amendment No. 1"), was attached as Exhibit 2.3 to the Company's Registration Statement on Form 8-A/A and is incorporated herein by reference. Amendment No. 2 is attached hereto as Exhibit 2.4 and is incorporated herein by reference. The foregoing descriptions of the Rights, the Rights Agreement, Amendment No. 1 and Amendment No. 2 do not purport to 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 (incorporated by reference to Exhibit 2.3 to the Registrant's Registration Statement on Form 8-A/A dated November 5, 1995). 2.4 Amendment No. 2, dated as of March 26, 1996, to the Rights Agreement, dated as of November 21, 1988, by and between First Interstate Bancorp and First Interstate Bank of California, as successor Rights Agent to First Interstate Bank, Ltd. 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: March 29, 1996 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 (incorporated by reference to Exhibit 2.3 to the Registrant's Registration Statement on Form 8-A/A dated November 5, 1995). 2.4 Amendment No. 2, dated as of March 26, 1996, to the Rights Agreement, dated as of November 21, 1988, by and between First Interstate Bancorp and First Interstate Bank of California, as successor Rights Agent to First Interstate Bank, Ltd. EX-99 2 EXHIBIT 2.4 - AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of March 26, 1996 (this "Amendment"), to the Rights Agreement, dated as of November 21, 1988 (as amended by the Amendment thereto, dated November 5, 1995, the "Rights Agreement"), between First Interstate Bancorp, a Delaware corporation (the "Company"), and First Interstate Bank, Ltd. (the "Rights Agent"). WITNESSETH WHEREAS, on November 21, 1988, the Board of Directors of the Company authorized and declared a dividend distribution of one Right for each Common Share outstanding on the Record Date, each Right representing the right to purchase one Common Share upon the terms and subject to the conditions set forth in the Rights Agreement; WHEREAS, the Rights remain issued and outstanding, and the Rights Agreement remains in effect with respect thereto; WHEREAS, no Person has become an Acquiring Person, and no Distribution Date has occurred; WHEREAS, Wells Fargo & Company, a Delaware corporation ("Wells Fargo"), and the Company have entered into an Agreement and Plan of Merger, dated January 23, 1996 (the "Merger Agreement"), pursuant to which the Company will merge with and into Wells Fargo; and WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Board of Directors of the Company has approved this Amendment and has directed the proper officers of the Company to take all appropriate steps to amend the Rights Agreement, in accordance with Section 27 thereof, as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows: 1. Amendment to Section 7(a) Section 7(a) of the Rights Agreement is hereby amended to read in its entirety as follows: "(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on December 31, 1998 (the 'Final Expiration Date'), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the 'Redemption Date'), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof or (iv) the Effective Time (as defined in the Agreement and Plan of Merger, dated as of January 23, 1996, by and between Wells Fargo & Company and the Company, as the same may be amended, modified or supplemented from time to time), after which time the Rights shall expire and this Agreement shall be of no further force or effect." 2. Effectiveness. This Amendment shall take effect immediately upon its execution. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Rights Agreement. 4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed 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. Name: Ann M. Coons Title: Executive Vice President Title: Assistant Secretary and Treasurer FIRST INTERSTATE BANK OF CALIFORNIA, as successor in interest to First Interstate Bank, Ltd. Attest: By:/s/ Ronald E. Lug By:/s/ Edward S. Garlock Name: Ronald E. Lug Name: Edward S. Garlock Title: Vice President Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----