-----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, PAD3KUQPNYNpQvDTs+FxR7On0SFCs3mcxarz+wjWA5truSTdfJ309YMk81MBFu+t 4aLJS7H06TvziuLO5c3w6A== 0000912057-95-010239.txt : 19951121 0000912057-95-010239.hdr.sgml : 19951121 ACCESSION NUMBER: 0000912057-95-010239 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951120 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANK SYSTEM INC CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 95595030 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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): /X/ $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: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ Contact: John Danielson Wendy Raway Investor Relations Media Relations (612) 973-2261 (612) 973-2429 FIRST BANK SYSTEM COMMENTS ON DECISIONS BY FIRST INTERSTATE BOARD OF DIRECTORS AND BRINGS WELLS FARGO'S PRESS ANNOUNCEMENT TO ATTENTION OF SEC MINNEAPOLIS, November 20, 1995 - First Bank System, Inc. (NYSE: FBS) chairman, president and CEO John F. Grundhofer issued the following statement in response to the announcement today by First Interstate (NYSE: FI). "The continued support of the people who serve on the board of First Interstate is gratifying and welcome news," said John F. Grundhofer, FBS chairman, president and CEO. "We thank them for sharing our conviction that the union of First Bank System and First Interstate is clearly in the best interests of shareholders, employees and the communities we serve." First Interstate announced earlier today that its board has rejected the revised hostile takeover offer from Wells Fargo and reaffirmed that FBS' previously announced merger with First Interstate is in the best interests of First Interstate and its shareholders. On a related matter, FBS also said that it is bringing to the attention of the Securities & Exchange Commission (SEC), a press announcement Wells Fargo made on Friday, November 17 about its Hart Scott Rodino clearance. A spokesperson for FBS said, "Wells Fargo's statement appears to be an effort to create a false sense of momentum for its hostile takeover attempt of First Interstate." In its announcement, More... FBS - 2 Wells Fargo stated that it was free to purchase up to 5 percent of First Interstate common stock on the open market. FBS has been advised by counsel that the purchase of a single share of First Interstate stock by Wells Fargo, other than through the announced Wells exchange offer, would clearly violate the federal securities laws. FBS does not believe that Wells Fargo can expect to be in a position to purchase stock pursuant to its exchange offer for some months. First Bank System and First Interstate have entered into an Agreement and Plan of Merger, dated as of November 5, 1995, pursuant to which First Interstate will be merged with a wholly owned subsidiary of FBS. FBS is the holder of an option to purchase 19.9% of the outstanding shares of First Interstate common stock, which option is exercisable only under certain circumstances. In addition, FBS holds certain shares of First Interstate common stock in a fiduciary capacity. -30- -----END PRIVACY-ENHANCED MESSAGE-----