CONTACTS: Ken Preston
Shirley Hosoi Josh Pekarsky
First Interstate Bank Kekst and Company
(213) 614-3043 (212) 593-2655
FOR IMMEDIATE RELEASE
FIRST INTERSTATE WELCOMES ASSEMBLY BANKING AND FINANCE
COMMITTEE HEARING
--"CALIFORNIANS SHOULD BE INTENSELY CONCERNED ABOUT THE
CHILLING EFFECTS OF A WELLS FARGO TAKEOVER OF FIRST
INTERSTATE"--
LOS ANGELES, CA, January 10, 1996 -- First Interstate
Bancorp (NYSE: I) today applauded the decision of the
California State Assembly Banking and Finance Committee
to hold a hearing to thoroughly examine the repercussions
of Wells Fargo's hostile takeover proposal for First
Interstate as compared to the friendly merger agreement
already entered into with First Bank System with the full
support of First Interstate's Board of Directors.
William E.B. Siart, chairman and CEO of First Interstate,
said: "Wells Fargo's reckless and ill-conceived takeover
proposal poses serious threats to California, its
citizens, small businesses and communities. At stake is
a vibrant banking environment and the continued
availability of vital and competitively-priced banking
services to small business, middle market companies and
individuals who depend greatly on full-service branches.
Add to that the massive job losses that would hit our
state and we think Californians should be intensely
concerned about the chilling effects of Wells Fargo's
takeover proposal."
Last week, the Federal Reserve Board announced hearings
of its own, to be held jointly in Los Angeles and San
Francisco on January 22 and 23.
###
The participants in this solicitation include First
Interstate Bancorp ("First Interstate") and the following
directors: John E. Bryson, Edward M. Carson, Dr. Jewel Plummer
Cobb, Ralph P. Davidson, Myron Du Bain, Don C. Frisbee, George M.
Keller, Thomas L. Lee, Harold M. Messmer, Jr., Dr. William F.
Miller, William S. Randall, Dr. Steven B. Sample, Forrest N.
Shumway, William E. B. Siart, Richard J. Stegemeier and Daniel M.
Tellep. Employee participants include David S. Belles, Executive
Vice President and Controller; William J. Bogaard, Executive Vice
President and General Counsel; Theodore F. Craver, Jr., Executive
Vice President and Treasurer; Daniel R. Eitingon, Executive Vice
President, Technology Banking; Gary S. Gertz, Executive Vice
President and General Auditor; Lillian R. Gorman, Executive Vice
President, Human Resources; Robert E. Greene, Executive Vice
President and Chief Credit Officer; Steven L. Scheid, Executive
Vice President, Financial Planning and Analysis; Richard W.
Tappey, Executive Vice President, Administration; David K.
Wilson, Executive Vice President and Senior Credit Review
Manager; James J. Curran, Chief Executive Officer, Northwest
Region; Linnet F. Deily, Chief Executive Officer, Texas Region;
John S. Lewis, Chief Executive Officer, Southwest Region; Bruce
G. Willison, Vice Chairman and Chief Executive Officer,
California Region; Shirley Hosoi, Senior Vice President,
Corporate Communications; Christine McCarthy, Executive Vice
President, Investor Relations; Mariann Ohanesian, Vice President,
Investor Relations; Kenneth W. Preston, Vice President, External
Communications; and Shiromi D. Vethamani, Assistant Vice
President, Investor Relations. All such persons and those listed
below, in the aggregate, are deemed to own beneficially less than
2%, and no participant individually owns more than 1%, of the
outstanding shares of First Interstate's common stock.
First Bank System, Inc. ("FBS"), Eleven Acquisition Corp., a
wholly owned subsidiary of FBS ("FBS Sub"), and First Interstate
have entered into an Agreement and Plan of Merger, pursuant to
which FBS Sub will merge with and into First Interstate with
First Interstate being the surviving corporation (the "Merger").
At the effective time ("Effective Time") of the Merger, pursuant
to the Merger Agreement, FBS will change its name to First
Interstate Bancorp ("New First Interstate"). Mr. Siart, who is
Chairman and Chief Executive Officer of First Interstate, will
become President and Chief Operating Officer of New First
Interstate. In addition, although not specifically required by
the Merger Agreement, it is anticipated that at New First
Interstate, Mr. Willison will serve as Vice Chairman, Corporate
Banking and Ms. Deily will serve as Vice Chairman, Retail
Banking. Under certain benefit plans, severance arrangements and
other employment agreements maintained, or entered into, by First
Interstate, certain benefits may become vested or accelerated in
connection with the Merger with respect to Mr. Siart, other
directors of First Interstate, Ms. Deily, Mr. Willison, and the
other participants. During the period commencing on the
Effective Time and continuing for not less than six years
thereafter, New First Interstate will, to the fullest extent
permitted under applicable law, have certain indemnification
obligations to the participants with respect to matters arising
at or prior to the Effective Time in connection with the Merger.
First Interstate has absolute and sole discretion in designating
10 of the 20 directors of New First Interstate. First Interstate
has not yet determined which other individuals it will designate
to serve as directors of New First Interstate. For further
description of the foregoing interests, see the Schedule 14D-9,
dated and filed with the Securities and Exchange Commission on
November 20, 1995, as thereafter amended, including the exhibits
thereto.