SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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 and Amendment No. 2 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 30, 1995, Wells filed a First Amended
Verified Complaint for Preliminary and Permanent
Injunctive Relief (the "Amended Wells Action"). The
Amended Wells Action adds two counts to the original
Wells Action, both of which allege various breaches of
fiduciary duty with respect to alleged purchases by FBS
of its own common stock after November 6, 1995. For
example, Wells alleges that large block repurchases of
FBS stock by FBS after November 6, 1995 have had the
effect of artificially raising the price of FBS stock,
thereby denying First Interstate's stockholders an
accurate reading of the market value of the Merger; that
the First Interstate directors knew or should have known
that the price of FBS stock was and is being inflated by
FBS; that the First Interstate directors failed to (a)
require as a condition to the Merger that FBS refrain
from conducting any buy-backs that influence the price of
its purchasing its stock, (b) inquire whether FBS was
repurchasing its stock and if so, to ask FBS to cease
such repurchases, and (c) reveal to First Interstate
stockholders all pertinent information regarding the
purchases of FBS stock. With respect to these claims,
Wells seeks injunctive relief requiring the First
Interstate defendants to disclose that FBS has been
repurchasing its own stock and such repurchases have
inflated the price of FBS stock.
Wells has also alleged that the First Interstate
directors did not consider the differences in the imputed
market value of the Merger and the Wells Offer. Wells
seeks injunctive relief requiring the First Interstate
directors to consider the alleged differences in the
imputed values of the Merger and the Offer.
Wells has alleged that FBS has aided and abetted
these alleged breaches of fiduciary duty.
In addition, on November 16, 1995 another action,
entitled Hook v. Carson, et al., Del. Ch., C.A. No.
14704, was filed, which alleges claims which are
substantially similar to the other Delaware shareholder
actions which have been consolidated into the previously
disclosed Delaware Consolidated Action.
The defendants intend to defend vigorously against
all the aforementioned allegations.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 43: Complaint in Hook v. Carson, et al.
(Delaware Chancery Court).
Exhibit 44: First Amended Verified Complaint in Wells
Fargo & Company v. First Interstate
Bancorp, et al. (Delaware Chancery 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: December 4, 1995