Exchange Commission to fire another salvo at First Bank System, its rival in the bidding war over First Interstate Bancorp. In the filing Monday, the bank all but called First Bank's cost-savings figures phony, using a chart to contrast First Bank's claims against the actual savings from some recent out-of-market deals. By including its arguments against First Bank System in the regulatory filing, analysts said Wells has moved the debate to a new, more critical stage. "It is no longer just a financial issue of trying to convince analysts and the banks that your deal is the better one," said Campbell Chaney, a bank analyst with Rodman & Renshaw's San Francisco office. "It is now a political campaign to convince investors." In the exchange offer, or S-4, which the SEC must approve before Wells can offer its bid to First Interstate shareholders, Wells ridiculedFirst Interstate for failing to account for the share price of the bids in its own federal filing. "In the Company Schedule 14D-9, (First Interstate) uses a detailed list of 16 factors considered by the company board as material in selecting the First Bank merger proposal over (Wells') merger proposal," the exchange offer said. "Conspicuously absent from that list is any consideration of the implied purchase price produced by each of the two proposals," Wells said in its filing. With Wells Fargo & Co. up $1.375 to $214.75, and First Bank unchanged at $52.25 on Tuesday, Wells' offer was worth $143.24 per share, and First Bank's bid was worth $135.85 per share to First Interstate shareholders. Wells also complained that First Bank's estimates of gains in share value as a result of the merger failed to take into account its ongoing share-repurchase program. Instead of the accretion per share of 18% in 1997 and 25% in 1998 that First Bank claims, accretion would only be 12% and 6%, respectively, when share repurchases are accounted for, Wells said. Wells estimates that if it merged with First Interstate, accretion per share would be 18% in 1997 and 23% in 1998. The Wells filing also asserted that First Interstate chief executive William E.B. Siart agreed with Wells' cost-savings figures at a meeting with Wells chief executive Paul Hazen on Oct. 31, noting that since then First Bank has taken issue with the same numbers. First Bank referred the question of Mr. Siart's confidence in Wells' cost saving numbers to First Interstate, where a spokesman said Wells was taking Mr. Siart out of context. According to First Interstate, Mr. Siart said he would agree to Wells' cost savings figures, but only if its estimate on revenue loss was increased. On Oct. 17, in announcing its original bid, Wells said efficiencies would save the combined companies about $800 million a year but that they would suffer about $100 million a year in revenue runoff. First Bank was unable to make an official available for comment on the S-4. Wells Fargo said it plans to file for permission from the SEC to solicit proxies against the First Bank System merger within the next week. The San Francisco bank anticipates initiating its proxy solicitation at the same time First Interstate begins a proxy solicitation for its special meeting to consider First Bank System's proposal. If the First Interstate shareholders reject the First Bank System merger, Wells Fargo said it will complete the exchange offer and accept First Interstate shares as soon as it receives regulatory approvals and acceptance of its offer by First Interstate's board. If First Interstate's board still rejects Wells' offer, Wells Fargo said it will use written consents to remove the First Interstate board. Wells Fargo said it expects to be in a position to consummate the merger with First Interstate in the second quarter.

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