First Interstate Sues Wells for ‘Deceit’ : Banking: The complaint echoes one filed last week by friendly suitor First Bank.

First Interstate Bancorp has sued Wells Fargo & Co., saying it violated securities laws in a “campaign of deceit and manipulation designed to undermine” First Bank System Inc.’s $9.9-billion stock offer for First Interstate.

The complaint, filed in U.S. District Court here late Monday, echoes a complaint filed last week by First Bank System of Minneapolis, which agreed to buy First Interstate for stock now valued at about $9.9 billion.

San Francisco-based Wells Fargo is pursuing a $10.7-billion hostile, all-stock takeover bid for Los Angeles-based First Interstate, which has signed a definitive merger agreement with First Bank.

In its lawsuit, First Interstate said Wells manipulated its own stock price to make its all-stock offer look more attractive and disseminated false analyses of the relative benefits to First Interstate shareholders of the First Bank and Wells offers.

First Interstate has asked the court to bar Wells’ hostile offer until Wells reports 1996 earnings, so that First Interstate shareholders can see if actual results match Wells’ estimates. The bank also asked the court to order Wells to correct allegedly false statements it has made.

Wells sued both companies in Delaware, where First Interstate is incorporated, to block the merger. It said First Interstate’s board violated its duty to shareholders by rejecting a higher bid.

Wells’ suit relies on previous Delaware rulings that say that once the “sale” or “breakup” of a company becomes inevitable, the board essentially becomes an auctioneer charged with getting the best value.

In its response, First Interstate said that duty is triggered only when a proposed merger creates a change in control of the company. It said that under Delaware law, a stock-swap merger does not constitute a control change.

First Bank plans to swap 2.6 of its shares for each First Interstate share.

Officials at Wells Fargo could not be reached for comment Tuesday.