SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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 Amendment
No. 1 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The information set forth in the "Litigation"
subsection of Item (8) of the Schedule 14D-9 is hereby
amended and supplemented by the following information:
On November 22, 1995, the Los Angeles Superior
Court granted the defendants' Motion to Stay filed in
Mesko v. Bryson, et al., (Case No. BC137379). The Court
stayed the action pending the final resolution of the
consolidated class action proceeding in the Delaware
Chancery Court entitled In re First Interstate Bancorp
Shareholder Litig., Del. Ch., Consol. C.A. No. 14623 (the
"Delaware Consolidated Action"). The plaintiff in Mesko
may move to amend or dissolve this stay if any of the
three following events occurs: (1) the Delaware
Consolidated Action does not proceed on behalf of a class
consisting of all public shareholders of First Interstate
(the "Class"); (2) the Class is not certified in the
Delaware Consolidated Action; or (3) if counsel for the
plaintiff in Mesko files an action in the Delaware
Chancery Court similar to the action filed in California
and that action is consolidated with the Delaware
Consolidated Action, such counsel is not then given the
opportunity to be actively included in the Delaware
Consolidated Action. Counsel for the plaintiff in Mesko
agreed on the record that the stay also should apply to
the following cases in which such counsel represents the
plaintiffs: Eaves v. Bryson, et al., (Case No. BC137380);
Grill v. Bryson, et al., (Case No. BC137508); Mondschein
v. Bryson, et al., (Case No. BC137509); Kaplan v. Bryson,
et al., (Case No. BC138639); Kaplan v. Bryson, et al.,
(Case No. BC138409); Thornhill v. Bryson, et al., (Case
No. BC139252). The parties are currently drafting an
attorney order for the Court's approval.
Two actions have been filed in the United
States District Court for the Central District of
California. The two actions are entitled: Kaplin v.
Bryson, et al. (Civ. No. 95-7954 RG) and Bradley v.
Siart, et al. (Civ. No. 95-8047 AAH). The Kaplin action
names the Board of Directors of First Interstate, a
former First Interstate director, First Bank System,
Inc. ("FBS") and FBS' Chairman and Chief Executive
Officer as defendants. The action alleges breach of
fiduciary duty, abuse of control and unjust enrichment.
The plaintiff further alleges that FBS and its Chairman
and Chief Executive Officer aided and abetted the other
defendants in breaching their fiduciary duties. The
plaintiff seeks declaratory relief as well as preliminary
and permanent injunctive relief enjoining defendants from
(1) enforcing defensive measures designed to prevent an
auction, bidding or tender offer for First Interstate;
and (2) proceeding with the Merger with FBS until the
value of that transaction can be shown to compare
favorably with the takeover premium available following
an auction. In addition, plaintiff seeks monetary
damages of an unspecified amount together with
prejudgment interest and attorneys' and experts' fees.
The Bradley action names the Board of Directors
of First Interstate, FBS and Donaldson, Lufkin & Jenrette
("DLJ") as defendants. This complaint alleges that First
Interstate's directors breached their fiduciary duty by
entering into the Merger Agreement with FBS and allegedly
preventing third parties, including Wells Fargo & Company
("Wells"), from acquiring all of First Interstate's
common stock at a price in excess of the current market
price. Plaintiff further alleges that FBS and DLJ aided
and abetted the other defendants in breaching their
fiduciary duties. In addition, this complaint alleges
violations of sections 14(e) and 14(a) of the Securities
Exchange Act of 1934, as amended, abuse of control,
unfair business practices, unjust enrichment and
constructive fraud. The plaintiff seeks injunctive
relief as well as monetary damages of an unspecified
amount, including punitive damages, together with
prejudgment interest and attorneys' fees. The defendants
intend to defend both actions vigorously.
On November 27, 1995, an additional purported
class action was filed in the Los Angeles Superior Court
against the Board of Directors of First Interstate and
FBS. The action, entitled Bradley v. Siart, et al. (Case
No. BC139665), alleges that First Interstate's directors
breached their fiduciary duty by entering into the Merger
Agreement with FBS and allegedly preventing third parties
(including Wells) from acquiring all of First
Interstate's common stock at a price in excess of the
current market price. Plaintiff further alleges that FBS
aided and abetted the other defendants in breaching their
fiduciary duties. In addition, this complaint alleges
abuse of control, unfair business practices, unjust
enrichment and constructive fraud. Plaintiff seeks
injunctive relief as well as monetary damages of an
unspecified amount, including punitive damages, together
with prejudgment interest and attorneys' fees. The
defendants intend to defend this action vigorously.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 39: Derivative Complaint in Kaplin v. Bryson,
et al. (U.S. District Court, Central
District of California).
Exhibit 40: Complaint in Bradley v. Siart, et al.
(California Superior Court).
Exhibit 41: Complaint in Bradley v. Siart, et al.
(U.S. District Court, Central District of
California).
Exhibit 42: Complaint in Thornhill v. Bryson, et al.
(California Superior Court).
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: November 29, 1995