SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 23, 1996
Date of Report (Date Of Earliest Event Reported)
FIRST INTERSTATE BANCORP
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
1-4114 95-1418530
(Commission File Number) (IRS Employer Identification No.)
633 West Fifth Street
Los Angeles, California 90071
(Address Of Principal Executive Offices) (Zip Code)
(213) 614-3001
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On January 23, 1996, First Interstate Bancorp
("First Interstate") and Wells Fargo & Company ("Wells")
entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for, among other things, the merger
(the "Merger") of First Interstate with and into Wells,
with Wells surviving the Merger. The Merger is expected
to qualify as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended (the "Code").
Pursuant to the Merger Agreement, each share of
the common stock, par value $2.00 per share (the "First
Interstate Common Stock"), of First Interstate
outstanding on the date of the Merger (excluding shares
of First Interstate Common Stock held by First Interstate
as treasury stock or shares held by First Interstate or
Wells or any of their subsidiaries, but including shares
of First Interstate Common Stock (i) held directly or
indirectly by Wells or First Interstate or any of their
respective subsidiaries in trust accounts, managed
accounts and the like or otherwise held in a fiduciary
capacity that are beneficially owned by third parties or
(ii) held by Wells or First Interstate or any of their
respective subsidiaries in respect of a debt previously
contracted), together with the common stock purchase
rights attached thereto, will be converted into two-
thirds of a share of the common stock, par value $5.00
per share, of Wells ("Wells Common Stock"). No
fractional shares of Wells Common Stock will be issued in
the Merger, and First Interstate's stockholders who
otherwise would be entitled to receive a fractional share
of Wells Common Stock will receive a cash payment in lieu
thereof.
In addition, pursuant to the Merger Agreement,
each share of the 9.875% preferred stock, Series F, and
each share of the 9.0% preferred stock, Series G, of
First Interstate (collectively, the "First Interstate
Preferred Stock") outstanding on the date of the Merger
will be converted into one share of 9.875% preferred
stock and 9.0% preferred stock, respectively, of Wells
(the "New Preferred Stock") with substantially the same
terms as the corresponding series of First Interstate
Preferred Stock.
Consummation of the Merger is subject to
certain conditions, including, but not limited to,
approval of the Merger by the holders of a majority of
the outstanding shares of the First Interstate Common
Stock and Wells Common Stock and the receipt of all
required regulatory approvals without the imposition of
any condition or requirement which the Board of Directors
of First Interstate or Wells reasonably determines in
good faith would so materially adversely impact the
economic or business benefits of the transactions
contemplated by the Merger Agreement to Wells and its
stockholders or First Interstate and its stockholders, as
the case may be, as to render inadvisable the
consummation of the Merger.
Following the Merger, Wells' Board of Directors
will be expanded by up to seven seats to be filled by
persons serving as directors of First Interstate
immediately prior to the Merger, and such persons will be
selected jointly by the Board of Directors of First
Interstate and Wells. Wells' Board of Directors may be
expanded by fewer than seven seats if there are fewer
than seven members of First Interstate's Board of
Directors at the effective time of the Merger who choose
to serve on Wells' Board. In addition, following the
Merger, Wells will maintain corporate headquarters in
each of San Francisco, California and Los Angeles,
California, and one or more of the senior corporate
officers of Wells will be based in Los Angeles.
As a further condition to the execution and
delivery of the Merger Agreement, First Interstate and
Wells executed and delivered to each other transaction
termination fee letter agreements, each dated as of
January 23, 1996 (collectively, the "Fee Letters").
Pursuant to the Fee Letters, First Interstate and Wells
each agreed to pay the other party, subject to certain
conditions, a cash fee of $50 million in the event the
Merger Agreement is terminated and certain initial
triggering events (described therein) occur prior to or
concurrently with such termination. In addition, First
Interstate and Wells each also agreed, subject to certain
conditions, to pay a $150 million cash fee (less any
amount paid as described in the preceding sentence) if
certain subsequent events (described therein) occur
within 18 months of the termination of the Merger
Agreement. Notwithstanding the above, First Interstate
will not be obligated to make any such payment as a
result of any action taken by First Bank System, Inc.
("FBS"), prior to, on or after the date of the Merger
Agreement with respect to a merger or similar business
combination involving First Interstate and FBS in which
the holders of First Interstate Common Stock would
receive, for each such share, solely 2.60 or less shares
of the common stock of FBS (together with cash in lieu of
fractional shares).
In addition, on January 23, 1996, First
Interstate, Wells, FBS and Eleven Acquisition Corp., a
wholly-owned subsidiary of FBS ("Acquisition"), entered
into an agreement (the "Settlement Agreement") providing
for certain payments from First Interstate to FBS in
consideration of (i) the satisfaction and release of all
claims in connection with litigation, regulatory filings
or administrative protests that each of First Interstate,
Wells, FBS or Acquisition, may have against one another;
(ii) the termination of that certain Agreement and Plan
of Merger, dated November 5, 1995, by and among First
Interstate, FBS and Acquisition (relating to the earlier
proposed merger of First Interstate and FBS); and (iii)
the termination of that certain Stock Option Agreement
and that certain Termination Fee Letter delivered by
First Interstate to FBS, both dated as of November 5,
1995. Pursuant to the Settlement Agreement, First
Interstate agreed to pay FBS $125,000,000 in cash on
January 24, 1996 and to pay an additional $75,000,000
upon consummation of the Merger.
The Merger Agreement, the Fee Letters and the
Settlement Agreement are attached hereto as exhibits and
incorporated herein by reference in their entirety. The
foregoing summaries of the Merger Agreement, the Fee
Letters and the Settlement Agreement do not purport to be
complete and are qualified in their entirety by reference
to such exhibits.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
The following Exhibits are filed with this
Current Report on Form 8-K:
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of
January 23, 1996, by and between First
Interstate Bancorp and Wells Fargo &
Company.
2.2 Letter Agreement, dated as of January 23,
1996, by and between First Interstate
Bancorp and Wells Fargo & Company.
2.3 Letter Agreement, dated as of January 23,
1996, by and between Wells Fargo & Company
and First Interstate Bancorp.
2.4 Settlement Agreement, dated as of January
23, 1996, among First Bank System, Inc.,
Eleven Acquisition Corp., First Interstate
Bancorp and Wells Fargo & Company.
SIGNATURE
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
hereunder duly authorized.
Dated: January 30, 1996
FIRST INTERSTATE BANCORP
By: /s/ William J. Bogaard
Name: William J. Bogaard
Title: Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of
January 23, 1996, by and between First
Interstate Bancorp and Wells Fargo &
Company.
2.2 Letter Agreement, dated as of January 23,
1996, by and between First Interstate
Bancorp and Wells Fargo & Company.
2.3 Letter Agreement, dated as of January 23,
1996, by and between Wells Fargo & Company
and First Interstate Bancorp.
2.4 Settlement Agreement, dated as of January
23, 1996, among First Bank System, Inc.,
Eleven Acquisition Corp., First Interstate
Bancorp and Wells Fargo & Company.