SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 9, 1994 (Date of earliest event reported) FIRST INTERSTATE BANCORP (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 95-1418530 1-4114 (I.R.S. Employer (Commission File Number) Identification Number) 633 West Fifth Street 90054 P.O. Box 54068 (Zip Code) Los Angeles, California (Address of principal executive offices) (213) 614-3001 (Registrant's telephone number, including area code) Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Registrant hereby amends Item 7(c), Financial Statements, Pro Forma Financial Information and Exhibits, of its Form 8-K dated March 25, 1995, to include in its entirety Exhibit (c)(1), the Dealers Agreement dated as of December 9, 1994, between the Registrant and the dealers named therein. The complete text of Item 7, as amended, is as follows: ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Exhibits. (1) Underwriting Agreement Dealers Agreement dated as of December 9, 1994 (the "Dealer Agreement"), between the Registrant and Chase Securities, Inc., Goldman, Sachs & Co., Goldman Sachs International, Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International Limited, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Salomon Brothers Inc., Salomon Brothers International Limited, UBS Securities Inc. and UBS Limited. The Dealer Agreement relates to the issuance and sale from time to time by the Registrant of up to $1,000,000,000 aggregate principal or face amount (or the equivalent in foreign currencies or currency units) of its Senior Medium-Term Notes, Series A, and its Subordinated Medium-Term Notes, Series D under a Global Medium-Term Note Program. (4) Instruments defining the rights of security-holders Forms of the Notes. - 2 - SIGNATURES 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 thereunto duly authorized. FIRST INTERSTATE BANCORP (Registrant) By Ann M. Coons _______________________ Ann M. Coons Senior Vice President and Assistant Secretary Dated: May 26, 1995 - 3 - INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Pages - ------- ------------ (1) Underwriting Agreement 5-72 Dealers Agreement dated as of December 9, 1994 (the "Dealer Agreement"), between the Registrant and Chase Securities, Inc., Goldman, Sachs & Co., Goldman Sachs International, Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International Limited, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Salomon Brothers Inc., Salomon Brothers International Limited, UBS Securities Inc. and UBS Limited. The Dealer Agreement relates to the issuance and sale from time to time by the Registrant of up to $1,000,000,000 aggregate principal or face amount (or the equivalent in foreign currencies or currency units) of its Senior Medium-Term Notes, Series A, and its Subordinated Medium-Term Notes, Series D (together, the "Notes") under a Global Medium-Term Note Program. (4) Instruments defining the rights of Previously filed security-holders with the Form 8-K dated March 24, Forms of the Notes. 1995 - 4 -