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Registration No. 33-51227
________________________________________________________
________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 13-2553920
(State of Incorporation) (I.R.S. Employer Identification No.)
420 Montgomery Street
San Francisco, California 94163
(415) 477-1000
(Address and telephone number of principal executive offices)
ALAN J. PABST
Senior Vice President and Treasurer
Wells Fargo & Company
444 Market Street
San Francisco, California 94163
(415) 477-1000
(Name, address and telephone number of agent for service)
____________________________________________________________
Copies to:
<TABLE>
<S> <C> <C>
GEORGE D. TUTTLE, Esq. ERIC S. HAUETER, Esq. E. WAIDE WARNER, Jr., Esq.
DOUGLAS D. SMITH, Esq. Brown & Wood Davis Polk & Wardwell
Brobeck, Phleger & Harrison 555 California St. 450 Lexington Avenue
One Market Plaza San Francisco, CA 94104 New York, New York 10017
San Francisco, California 94105
</TABLE>
________________________________________________________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
_______________________________________
This Registration Statement shall hereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
________________________________________________________________________
________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933,
the Prospectus included in this Registration Statement is a combined
Prospectus which relates to Registration Statement Nos. 33-39045,
33-42273, 33-45066 and 33-53514 previously filed by the Company
on Form S-3. This Registration Statement also constitutes
Post-Effective Amendment No. 2 with respect to Registration
Statement Nos. 33-39045, 33-42273, 33-45066 and 33-53514, pursuant
to which $225,000, $408,000, $125,000,000 and $120,000,000,
respectively, in securities remain to be issued.
(Page 1 of ___ pages; Exhibit Index appears on page ___)
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$1,500,000,000
WELLS FARGO & COMPANY
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
WELLS FARGO & COMPANY (the "Company") intends to offer
and sell from time to time its debt securities (the "Notes") and
its Preferred Stock, $5.00 par value ("Preferred Stock") with an
aggregate public offering price of $1,500,000,000 on terms to be
determined by market conditions at the time of sale. The Notes and
the Preferred Stock (together the "Offered Securities") may be
offered separately or together, in separate series, in amounts and
at prices and terms to be set forth in an accompanying Prospectus
Supplement ("Prospectus Supplement"). At the option of the
Company, the Notes may be issued as senior debt securities
("Senior Notes") or as subordinated debt securities
("Subordinated Notes"). The Offered Securities may be
denominated in United States dollars or, at the option of the
Company, in any other currency, in a composite currency or in
amounts determined by reference to an index which is specified in
the Prospectus Supplement. The specific terms of the Offered
Securities in respect of which this Prospectus is being delivered
will be set forth in an accompanying Prospectus Supplement. The
Notes may be convertible or exchangeable into Preferred Stock,
Common Stock or Capital Securities of the Company. The Preferred
Stock may be convertible or exchangeable into Notes, Common Stock
or Capital Securities of the Company.
The Offered Securities may be offered and sold directly
by the Company or selling securityholders, or through one or more
underwriters or agents. In addition, the Prospectus Supplement
will set forth the terms of sale of the Offered Securities and the
identity of any underwriters, agents or selling securityholders.
Any underwriters, dealers or agents participating in any offering
of the Offered Securities may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended. See "Plan of
Distribution."
Payment of the principal of the Subordinated Notes may be
accelerated only in the case of certain events of bankruptcy,
insolvency or reorganization of the Company or the Bank. There is
no right of acceleration in the case of a default in the
performance of any covenant with respect to the Subordinated Notes,
including the payment of interest or principal. See "Description
of Notes--Events of Default."
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE
UNSECURED DEBT OBLIGATIONS OF, OR EQUITY INTERESTS IN, WELLS FARGO
& COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
__________________________
This Prospectus may not be used to consummate sales of Offered
Securities unless accompanied by a Prospectus Supplement.
__________________________
The date of this Prospectus is January __, 1994
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(Page 2 of ___pages; Exhibit Index appears on page ___)
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No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and the Prospectus Supplement in connection with the
offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized
by the Company or by any underwriters or agents. Neither the
delivery of this Prospectus and the Prospectus Supplement nor any
sale made thereunder shall, under any circumstances, create any
implication that information herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 ("Act") and in accordance
therewith files reports and other information with the Securities
and Exchange Commission ("Commission"). Proxy statements,
reports and other information concerning the Company can be
inspected at the Commission's office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and the Commission's
Regional Offices in New York (7 World Trade Center, Suite 1300, New
York, New York 10048) and Chicago (Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and
copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
In addition, such material can be inspected at the offices of the
New York and Pacific Stock Exchanges on which certain of the
Company's securities are listed. This Prospectus does not contain
all information set forth in the Registration Statement and
Exhibits thereto which the Company has filed with the Commission
under the Securities Act of 1933 and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this
Prospectus the following reports filed with the Commission pursuant
to Section 13 of the Act: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1992; (ii) the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1993; and (iii) the Company's Current
Reports on Form 8-K filed on January 21, April 21, July 21,
October 20, and October 21, 1993 and January 20, 1994. All documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Offered Securities offered hereby
shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents.
Any person receiving a copy of this Prospectus may obtain
without charge, upon oral or written request, a copy of any of the
documents incorporated by reference herein, except for the exhibits
to such documents unless such exhibits are specifically
incorporated by reference into the information that the Prospectus
incorporates. Requests should be directed to Wells Fargo &
Company, Investor/Public Relations, MAC #0163-029, 343 Sansome
Street, San Francisco, California 94163, telephone (415) 396-0560.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
WELLS FARGO & COMPANY
Wells Fargo & Company ("Company") is a bank holding
company registered under the Bank Holding Company Act of 1956, as
amended. On the basis of assets as of September 30, 1993, the
Company was the twelfth largest bank holding company in the United
States. As of December 31, 1993, the Company had loans of $33.1
billion, total assets of $52.5 billion, total deposits of $41.6
billion and stockholders' equity of $4.3
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billion. Its principal subsidiary is Wells Fargo Bank, National
Association ("Bank"). The Bank is primarily engaged in retail,
commercial and corporate banking, real estate lending and trust and investment
services. In addition, one of its affiliates manages funds for pension plans,
institutions and foundations.
The Company is a legal entity separate and distinct from
the Bank and its other affiliates. There are various legal
limitations on the extent to which the Bank may extend credit, pay
dividends or otherwise supply funds to the Company or various of
its affiliates. The executive offices of the Company are located
at 420 Montgomery Street, San Francisco, California 94163.
The Company's telephone number is (415) 477-1000.
Since the Company is a holding company, the rights of the
Company to participate in any distribution of assets of any
subsidiary upon its liquidation or reorganization or otherwise (and
thus the ability of holders of the Offered Securities to benefit
indirectly from such distribution) are subject to the prior claims
of creditors of that subsidiary, except to the extent that the
Company may itself be a creditor of that subsidiary. Claims on the
Company's subsidiaries by creditors other than the Company include
long-term debt and substantial obligations in respect of federal
funds purchased, securities sold under repurchase agreements and
certain other short-term borrowings, as well as deposit
liabilities.
USE OF PROCEEDS
The net proceeds from the sale of the Offered Securities
will be used for general corporate purposes. Specific allocations
of the proceeds to such purposes have not been determined. The net
proceeds may be used to reduce outstanding commercial paper and other
debt of the Company. Based upon the anticipated future funding
requirements of the Company and its subsidiaries in addition to those
stated above, the Company expects that it will, from time to time,
engage in additional financings of a character and in amounts to be
determined and that its commercial paper borrowings and other short-term
debt may be increased above the level prevailing after the initial use
of proceeds.
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SUMMARY FINANCIAL DATA
This summary is qualified in its entirety by the detailed
information and financial statements included in the documents
incorporated by reference in this Prospectus. See "Incorporation
of Certain Documents by Reference."
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions)
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Consolidated Summary
of Income:
Interest income $ 3,761 $ 4,145 $ 4,972 $ 5,051 $ 4,871
Interest expense 1,104 1,454 2,452 2,737 2,712
_______ _______ _______ _______ _______
Net interest income 2,657 2,691 2,520 2,314 2,159
Provision for loan losses 550 1,215 1,335 310 362
_______ _______ _______ _______ _______
Net interest income after
provision for loan losses 2,107 1,476 1,185 2,004 1,797
Noninterest income 1,093 1,059 889 909 779
Noninterest expense 2,162 2,035 2,020 1,717 1,575
_______ _______ _______ _______ _______
Income before income
tax expense 1,038 500 54 1,196 1,001
Income tax expense 426 217 33 484 400
_______ _______ _______ _______ _______
Net income $ 612 $ 283 $ 21 $ 712 $ 601
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Net income applicable
to common stock $ 562 $ 235 $ 2 $ 685 $ 574
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Net income per common
share $ 10.10 $ 4.44 $ .04 $ 13.39 $ 11.02
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Average common shares
outstanding 56 53 52 51 52
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Consolidated Average
Balance Sheet Data:
Loans $34,304 $40,406 $46,736 $44,061 $39,426
Total assets 51,110 52,497 55,022 51,109 47,763
Core deposits 40,389 41,779 41,523 36,219 32,850
Total deposits 40,727 42,266 42,642 37,075 34,099
Stockholders' equity 3,996 3,573 3,352 3,137 2,747
Net Interest Margin(1) 5.74% 5.70% 5.18% 5.12% 5.11%
Consolidated
Profitability Ratios:
Net income to average
total assets (ROA) 1.20% .54% .04% 1.39% 1.26%
Net income applicable
to common stock to
average common
stockholders'
equity (ROE) 16.74 7.93 .07 25.07 24.49
<FN>
______________
(1) Net interest margin is defined as net interest income on a taxable-equivalent basis divided by average
total earning assets.
</TABLE>
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<TABLE>
<CAPTION>
Year Ended December 31,
(in millions)
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Consolidated Period-End
Capital Ratios:(2)
Common stockholders'
equity to assets 7.00% 6.03% 5.24% 5.26% 5.04%
Stockholders' equity
to assets 8.22% 7.25% 6.11% 5.98% 5.87%
Consolidated
Period-End Loan Data:
Allowance for loan
losses $ 2,122 $ 2,067 $ 1,646 $ 885 $ 738
Allowance for loan
losses as a percentage
of total loans 6.41% 5.60% 3.73% 1.81% 1.77%
Nonaccrual and
restructured loans $ 1,200 $ 2,142 $ 1,981 $ 1,013 $ 764
Nonaccrual and
restructured loans as
a percentage of total
loans 3.6% 5.8% 4.5% 2.1% 1.8%
Consolidated Loan
Charge-Off Data:
Net loan charge-offs $ 495 $ 798 $ 572 $ 168 $ 267
Net loan charge-offs
as a percentage of
average total loans 1.44% 1.97% 1.22% .38% .67%
Consolidated Ratios of
Earnings to Fixed
Charges: (3)(5)
Including interest
on deposits 1.90 1.33 1.02 1.43 1.36
Excluding interest
on deposits 4.53 2.56 1.10 2.42 2.05
Consolidated Ratios
of Earnings to Fixed
Charges and Preferred
Stock Dividends:(3)
(4)(5)
Including interest
on deposits 1.77 1.26 1.00 1.41 1.34
Excluding interest
on deposits 3.51 2.02 1.01 2.30 1.96
<FN>
________________________
(2) In January 1991, the Company redeemed all $180 million of its
Market Auction Preferred Stock ("MAPS"). Excluding the MAPS, the 1990 year-end stockholders'
equity to assets ratio would have been 5.66%. Based on the Federal Reserve
Board's 1992 guidelines, the Company's total risk-based capital ratio at
December 31, 1993 was 15.08% (preliminary) and its Tier 1 risk-based capital ratio was
10.44% (preliminary); the ratios at December 31, 1992 were 13.15% and 8.22%, respectively;
the ratios at December 31, 1991 were 10.19% and 5.78%, respectively; the
ratios at December 31, 1990 were 9.27% and 5.03%, respectively, after
excluding the $180 million of preferred stock redeemed in January 1991;
the ratios at December 31, 1989 were 9.91% and 4.95%, respectively.
(3) For purposes of computing these ratios, earnings represent
income before income tax expense plus fixed charges. Fixed charges represent
interest expense plus the estimated interest component of net rental expense.
(4) The preferred stock dividends are increased to amounts representing the
pretax earnings required to cover such dividends.
(5) These computations are included herein in compliance with
Securities and Exchange Commission regulations. However, management believes that
fixed charge ratios are not meaningful measures for the business of the
Company because of two factors. First, even if there were no change in net
income, the ratios would decline with an increase in the proportion of
income which is tax-exempt or, conversely, they would increase with a decrease in
the proportion of income which is tax-exempt. Second, even if there
were no change in net income, the ratios would decline if interest income
and interest expense increase by the same amount due to an increase in
the level of interest rates or, conversely, they would increase if interest
income and interest expense decrease by the same amount due to a decrease in
the level of interest rates.
</TABLE>
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DESCRIPTION OF NOTES
The Senior Notes will be issued under an Indenture, dated
as of September 1, 1984, as amended by the First Supplemental
Indenture dated as of April 15, 1986, the Second Supplemental
Indenture dated as of June 30, 1987, and the Third Supplemental
Indenture dated as of January 23, 1991 (together, the "Senior
Indenture"), between the Company and Chemical Bank, as successor
Trustee (the "Senior Trustee"). The Subordinated Notes will be
issued under an Indenture dated as of December 10, 1992 (the
"Subordinated Indenture"), between the Company and Marine Midland
Bank, N.A., as Trustee (the "Subordinated Trustee"). In this
Prospectus, the Senior Indenture and the Subordinated Indenture are
referred to as the "Indentures." The Senior Trustee and the
Subordinated Trustee are referred to as the "Trustees." Copies
of the Indentures are filed or incorporated by reference as
exhibits to the Registration Statement. The following summaries of
certain provisions of the Indentures do not purport to be complete
and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indentures, including the
definitions therein of certain terms. Whenever particular Sections,
Articles or defined terms of the Indentures are referred to, it is
intended that such Sections, Articles or defined terms shall be
incorporated herein by reference.
General
The Indentures do not limit the amount of Notes which can
be issued thereunder and provide that Notes of any series may be
issued thereunder up to the aggregate principal amount which may be
authorized from time to time by the Company. The Indentures do not
limit the amount of other indebtedness or securities which may be
issued by the Company. The Notes may be issued at various times
with different maturity dates and different principal repayment
provisions, may bear interest at different rates, may be payable in
currencies other than United States dollars, in composite
currencies or in amounts determined by reference to an index and
may otherwise vary, all as provided in the Indentures.
The Prospectus Supplement will set forth the following
specific terms regarding the series of Notes offered thereby: (i)
the designation and aggregate principal amount of Notes of such
series; (ii) the ranking of the Notes as Senior Notes or
Subordinated Notes; (iii) the percentage of their principal amount
at which such Notes will be issued; (iv) the date or dates on which
such Notes will mature, if any; (v) the rate per annum or the
method of determining the rate or rates per annum, if any, at which
such Notes will bear interest; (vi) the dates from and on which
such interest, if any, will accrue and be payable and the
designated record dates for such interest payments; (vii) the
currency (which may be a composite currency) in which payment of
principal and interest, if any, shall be payable if other than
United States dollars; (viii) the index, if any, upon which the
amount of principal or interest is determined; (ix) any redemption
terms; (x) any conversion or exchange provisions; (xi) provisions
for issuance of global securities; and (xii) other specific terms.
Some of the Notes may be issued as discounted Notes
(bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a discount below
their stated principal amount. Some of the Notes may be perpetual
and have no stated maturity. Federal income tax consequences and
other special considerations applicable to such perpetual or
discounted Notes will be described in the Prospectus Supplement
relating thereto.
Interest on the Notes of any series will be payable to
the persons in whose names the Notes are registered at the close of
business on the record date designated for an interest payment date
(Section 2.03). The Notes may be presented for the payment of
principal and interest, if any, transfer and exchange at the
offices or agencies of the Company maintained for such purposes in
San Francisco and New York City. Payment of any installment of
interest may be made at the option of the Company by check, mailed
to the address of the person entitled thereto as it appears on the
Register of the Notes of such series (Sections 2.05, 4.01 and
4.02). The Notes will be issued in fully registered form in
denominations of $1,000 and any whole multiple of $1,000, unless
different authorized denominations are stated in the Prospectus
Supplement. No service charge will be made for any exchange or
registration of transfer of a Note, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge (Section 2.05). The Indentures provide that if a series of
Notes is denominated in a currency other than United States dollars
or in a composite currency, in the absence of a contrary provision
in the Notes any action or distribution under the Indentures will
be based on the relative amount of United States dollars that could
be obtained on such reasonable basis of exchange on such date as is
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specified by the Company to the Trustee (Sections 14.10 of the
Senior Indenture and 16.10 of the Subordinated Indenture).
All of the Notes will be unsecured general obligations of
the Company. The Senior Notes will not be subordinated in right of
payment to any other indebtedness of the Company. Unless otherwise
set forth in the applicable Prospectus Supplement, neither the
Indentures nor the Notes contain provisions which would afford
holders of the Notes protection in the event of a takeover,
recapitalization or similar restructuring involving the Company
which could adversely affect the Notes.
Subordination of Subordinated Notes
The obligation of the Company to make any payment on
account of the principal of and interest on the Subordinated Notes
of any series will be subordinate and junior in right of payment to
the Company's obligations to the holders of Senior Indebtedness of
the Company to the extent described in the next paragraph. Senior
Indebtedness of the Company includes the Senior Notes and means (i)
any indebtedness of the Company for borrowed or purchased money,
whether or not evidenced by bonds, debentures, notes or other
written instruments, (ii) obligations under letters of credit,
(iii) any indebtedness or other obligations of the Company with
respect to commodity contracts, interest rate and currency swap
agreements, cap, floor and collar agreements, currency spot and
forward contracts, and other similar agreements or arrangements
designed to protect against fluctuations in currency exchange or
interest rates, and (iv) any guarantees, endorsements (other than
by endorsement of negotiable instruments for collection in the
ordinary course of business) or other similar contingent
obligations in respect of obligations of others of a type described
in (i), (ii) or (iii) above, whether or not such obligation is
classified as a liability on a balance sheet prepared in accordance
with generally accepted accounting principles, in each case listed
in (i), (ii), (iii) and (iv) above, whether outstanding on the date
of execution of the Indenture or thereafter incurred, other than
obligations "ranking on a parity" with the Securities or "ranking
junior" to the Securities (as those terms are defined in the
Subordinated Indenture) (Section 1.01). The definition of senior
indebtedness in previously issued subordinated debt of the Company
includes only indebtedness of or guaranteed by the Company for
borrowed money and any deferred obligation for the payment of the
purchase price of property or assets, other than obligations
ranking on a parity with or junior to such subordinated
indebtedness. As a result of this difference, the holders of
Subordinated Notes are subordinated to greater amounts of senior
indebtedness of the Company than holders of such previously issued
subordinated indebtedness of the Company. As of September 30,
1993, there were $2.2 billion of Senior Indebtedness of the Company
and $1.9 billion of obligations ranking on a parity with the
Subordinated Notes. The Subordinated Indenture does not limit the
amount of Senior Indebtedness of the Company.
In the case of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling
of assets and liabilities or similar proceedings or any liquidation
or winding-up of or relating to the Company as a whole, whether
voluntary or involuntary, all obligations of the Company to holders
of Senior Indebtedness of the Company shall be entitled to be paid
in full before any payment shall be made on account of the
principal of or interest on the Subordinated Notes. In the event
of any such proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness of the Company, the holders of
the Subordinated Notes, together with the holders of any
obligations of the Company ranking on a parity with the
Subordinated Notes, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on
account of unpaid principal of and interest on the Subordinated
Notes before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the
Subordinated Notes (Section 14.01). By reason of such
subordination, in the event of the insolvency of the Company,
holders of Senior Indebtedness of the Company may receive more,
ratably, and holders of the Subordinated Notes having a claim
pursuant to the Subordinated Notes may receive less, ratably, than
the other creditors of the Company. Such subordination will not
prevent the occurrence of any Event of Default in respect of the
Subordinated Notes (Section 14.10).
Global Securities
The Notes of a series may be issued in whole or in part
in the form of one or more global securities ("Global Security")
that will be deposited with, or on behalf of, a depositary
identified in the Prospectus Supplement relating to such series.
Global Securities will be issued in registered form and in either
temporary or definitive form. Unless and until it is exchanged in
whole or in part for Notes in definitive form, a Global Security
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may not be transferred except as a whole by the depositary for such
Global Security to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor
of such depositary or a nominee of such successor (Sections 2.02
and 2.05).
The specific terms of the depositary arrangement with
respect to any Notes of a series will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the depositary
for such Global Security will credit, on its book-entry
registration and transfer system, the respective principal amounts
of the Notes represented by such Global Security to the accounts of
institutions that have accounts with such depositary
("Participants"). The accounts to be credited shall be
designated by the underwriters of such Notes, by certain agents of
the Company or by the Company, if such Notes are offered and sold
directly by the Company. Ownership of beneficial interests in a
Global Security will be limited to Participants or persons that may
hold interests through Participants. Ownership of beneficial
interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records
maintained by the depositary with respect to Participants'
interests in such Global Security or by Participants or by persons
that hold through Participants with respect to beneficial owners'
interests. The laws of some states require that certain purchasers
of securities take physical delivery of such securities in
definitive form. Such ownership limits and such laws may impair
the ability to transfer beneficial interests in a Global Security.
So long as the depositary for a Global Security, or its
nominee, is the holder of such Global Security, such depositary or
such nominee, as the case may be, will be considered the sole owner
or holder of the Notes represented by such Global Security for all
purposes under the Indenture governing such Notes. Except as set
forth below, owners of beneficial interests in a Global Security
will not be entitled to have Notes of the series represented by
such Global Security registered in their names, will not receive or
be entitled to receive physical delivery of Notes of such series in
definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Notes.
Principal and interest payments on Notes registered in
the name of or held by a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the
registered owner of the Global Security representing such Notes.
The Company expects that the depositary for Notes of a series, upon
receipt of any payment of principal or interest in respect of a
Global Security, will immediately credit Participants' accounts
with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global
Security as shown on the records of such depositary. The Company
also expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will
be the responsibility of such Participants. None of the Company,
the Trustee for such Notes, any paying agent or any registrar for
such Notes will have any responsibility or liability for any aspect
of the records relating to or payments made on account of
beneficial ownership interests in a Global Security for such Notes
or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
If a depositary for Notes of a series is at any time
unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, the
Company will issue Notes of such series in definitive form in
exchange for the Global Security or Securities representing the
Notes of such series. In addition, the Company may at any time and
in its sole discretion determine not to have any Notes of a series
represented by one or more Global Securities and, in such event,
will issue Notes of such series in definitive form in exchange for
the Global Security or Securities representing such Notes.
Conversion and Exchange
The terms, if any, on which Notes of any series are
convertible into or exchangeable for Common Stock, Preferred Stock
or Capital Securities will be set forth in the Prospectus
Supplement relating thereto. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the
holder, or at the option of the Company, in which the number of
shares of Common Stock, Preferred Stock or Capital Securities
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to be received by the holders of Notes would be calculated according to
the market price of Common Stock, Preferred Stock or Capital
Securities as of a time stated in the Prospectus Supplement.
Limitation on Sale or Issuance of Capital Stock or Convertible
Securities of, and Merger or Sale of Assets by, the Bank
The Senior Indenture contains a covenant that (i) the
Company will not, and will not permit Wells Fargo Bank, National
Association (or its successors or survivors) ("Bank") to issue,
sell, transfer, assign, pledge or otherwise dispose of any shares
of Capital Stock of any class of the Bank or any securities
convertible or exchangeable into shares of Capital Stock of any
class of the Bank, unless, after giving effect to such transaction
and to shares issuable upon conversion or exchange of outstanding
securities convertible or exchangeable into such Capital Stock
(including such securities, if any, which may be the subject of
such transaction), at least 80% of the outstanding shares of
Capital Stock of each class of the Bank shall be owned at that time
directly or indirectly by the Company; and (ii) the Company will
not permit the Bank to merge or consolidate or convey or transfer
all or substantially all of its assets, unless at least 80% of the
outstanding shares of Capital Stock of each class (after giving
effect to such transaction and to shares issuable upon conversion
or exchange of outstanding securities convertible or exchangeable
into Capital Stock, including such securities, if any, which may be
issued in such transaction) of the surviving corporation in the
case of merger or consolidation or of the transferee corporation in
the case of a conveyance or transfer shall be owned at that time
directly or indirectly by the Company (Section 4.07 of the Senior
Indenture). There is no similar covenant in the Subordinated
Indenture.
Events of Default
An Event of Default with respect to any series of Senior
Notes is defined in the Senior Indenture as being: (a) default for
30 days in payment of any installment of interest on Senior Notes
of such series; (b) default in payment of any principal on Senior
Notes of such series; (c) default by the Company in performance in
any material respect of any of the covenants or agreements in the
Senior Notes or in the Senior Indenture specifically contained
therein for the benefit of the Senior Notes of such series which
shall not have been remedied for a period of 90 days after written
notice to the Company by the Trustee or to the Company and the
Trustee by the holders of not less than 25% in principal amount of
the Senior Notes of such series and all other series so benefited
(all such series voting as one class) then outstanding; or (d)
certain events of bankruptcy, insolvency or reorganization of the
Company or of the Bank (Section 6.01 of the Senior Indenture). No
Event of Default described in clause (a), (b) or (c) above with
respect to a particular series of Senior Notes necessarily
constitutes an Event of Default with respect to any other series of
Senior Notes. In addition, the Senior Indenture defines an Event
of Default as being default in the payment of any indebtedness for
borrowed money of the Company (including a default with respect to
Senior Notes of any series other than such series) or of the Bank
in principal amount in excess of $1,000,000 and the expiration of
any period of grace, or the occurrence of any event of default
under any mortgage, indenture or instrument (including the
Indentures) evidencing, securing or under which there is issued any
indebtedness for borrowed money of the Company or of the Bank in
principal amount in excess of $1,000,000 that results in the
acceleration of such indebtedness, and such default in payment is
not cured or such acceleration is not rescinded or annulled within
10 days after written notice to the Company by the Trustee or to
the Company and the Trustee by the holders of not less than 25% in
principal amount of the Senior Notes then outstanding (all series
voting as one class), provided that so long as the Company or the
Bank, as the case may be, is contesting in good faith such default
in payment or event of default and the Company delivers to the
Trustee a certificate that the Company or the Bank, as the case may
be, is contesting in good faith the existence of such payment
default or event of default, then no Event of Default shall be
deemed to exist under this clause; such Event of Default is herein
called a "Cross Default."
The Senior Indenture provides that if an Event of Default
under clause (a), (b) or (c) above shall have occurred and be
continuing (but only if, in the case of clause (c), the Event of
Default is with respect to less than all series of Senior Notes
then outstanding under such Indenture), either the Trustee or the
holders of not less than 25% in principal amount of the then
outstanding Senior Notes of the series as to which the Event of
Default has occurred (each such series voting as a separate class
in the case of an Event of Default under clause (a) or (b), and all
such series voting as one class in the case of an Event of Default
under clause (c)) may declare the principal (or portion thereof
specified in the terms of such series) of all the Senior Notes of
such series, together with any accrued interest, to be due and
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payable immediately. The Senior Indenture also provides that if an
Event of Default under clause (c) or (d) above or the Cross Default
clause shall have occurred and be continuing (but only if, in the
case of clause (c), the Event of Default is with respect to all the
Senior Notes then outstanding under the Senior Indenture), either
the Trustee or the holders of not less than 25% in principal amount
of all the Senior Notes then outstanding (voting as one class) may
declare the principal (or portion thereof specified in the terms of
any series) of all the Senior Notes, together with any accrued
interest, to be due and payable immediately. Upon certain
conditions, such declaration (including a declaration caused by a
default in the payment of principal or interest, the payment for
which has subsequently been provided) may be annulled by the
holders of a majority in principal amount of the Senior Notes of
the series then outstanding (voting as one class) as were entitled
to declare such default. In addition, past defaults may be waived
by the holders of a majority in principal amount of the Senior
Notes of all series then outstanding (all series voting as one
class), except a default in the payment of principal of or interest
on the Senior Notes or in respect of a covenant or provision of the
Senior Indenture which cannot be modified or amended without the
consent of the holder of each Senior Note so affected (Sections
6.01 and 6.06 of the Senior Indenture).
An Event of Default with respect to any series of
Subordinated Notes is defined in the Subordinated Indenture as
being: (a) default for 30 days in payment of any installment of
interest on Subordinated Notes of such series; (b) default in
payment of any principal on Subordinated Notes of such series; (c)
default by the Company in performance in any material respect of
any of the covenants or agreements in the Subordinated Notes or in
the Subordinated Indenture specifically contained therein for the
benefit of the Subordinated Notes of such series which shall not
have been remedied for a period of 90 days after written notice to
the Company by the Trustee or to the Company and the Trustee by the
holders of not less than 25% in principal amount of the Subordinated Notes
of such series and all other series so benefited (all such series voting as
one class) then outstanding; or (d) certain events of bankruptcy, insolvency
or reorganization of the Company or the Bank (Section 6.01 of the Subordinated
Indenture). No Event of Default described in clause (a), (b) or (c) above with
respect to a particular series of Subordinated Notes necessarily constitutes
an Event of Default with respect to any other series of Subordinated Notes.
No Event of Default described in clause (a), (b) or (c) above permits
acceleration of the payment of principal of the Subordinated Notes. The
Subordinated Indenture provides that if an Event of Default under clause (d)
above shall have occurred and be continuing, either the Trustee or the holders
of not less than 25% in principal amount of all the then outstanding
Subordinated Notes of each series (voting as one class) may declare the
principal (or a portion thereof specified in the terms of any series) of the
Subordinated Notes of all such series, together with any accrued interest, to
be due and payable immediately unless the terms of a series of Notes provide
otherwise. Upon certain conditions, such declaration may be annulled by a
majority in principal amount of the Subordinated Notes of the series then
outstanding as were entitled to declare such Event of Default (voting as one
class). In addition, past defaults in respect of such Subordinated Notes may
be waived by the holders of a majority in principal amount of the Subordinated
Notes of all series then outstanding as to which the default has occurred (all
series voting as one class), except a default in the payment of principal or
interest on any such Subordinated Notes of such series or in respect of a
covenant or provision of the Subordinated Indenture which cannot be modified
or amended without the consent of the holder of each Subordinated Note so
affected (Sections 6.01 and 6.06 of the Subordinated Indenture).
As a result of the provisions stated in the prior paragraph, the
Subordinated Indenture does not provide for any right to accelerate the
payment of principal of the Subordinated Notes upon a default in payment of
principal or interest or in the performance of any covenant or agreement in
the Subordinated Notes or the Subordinated Indenture. In the case of a
default in the payment of principal or interest, the Trustee, subject to
certain limitations and conditions, may institute judicial proceedings to
enforce payment of such principal or interest (Section 6.02 of the
Subordinated Indenture).
Each Indenture contains a provision entitling the
Trustee, subject to the duty of the Trustee during default to act
with the required standard of care, to be indemnified by the
holders of Notes issued under such Indenture before proceeding to
exercise any right or power under the Indenture at the request of
such Noteholders (Section 7.02). Each Indenture also provides that
the holders of a majority in principal amount of the outstanding
Notes of all series affected (voting as one class) may direct the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Notes of such series
(Section 6.06).
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Each Indenture contains a covenant that the Company will
file annually with the Trustee a certificate as to the absence of
any default or specifying any default that exists (Section 4.06).
Modification of the Indenture and Waiver
Each Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less than
66-2/3% in principal amount of the Notes of all series then
outstanding under such Indenture affected by such supplemental
indenture (voting as one class), to execute supplemental indentures
adding any provisions to or changing or eliminating any of the
provisions of such Indenture or modifying the rights of the holders
of Notes of each such series, except that no such supplemental
indenture may (i) extend the fixed maturity of any Notes, or reduce
the rate or extend the time of payment of any interest thereon or
on any overdue principal amount, or reduce the principal amount
thereof, or reduce any amount payable upon any redemption thereof,
or change the currency of payment of principal of or any interest
thereon or on any overdue principal amount, without the consent of
the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent
to any such supplemental indenture, without the consent of the
holders of all outstanding Notes (Section 10.02).
Each Indenture provides that the Company may omit in any
particular instance to comply with any covenant or condition
specifically contained in such Indenture for the benefit of one or
more series of Notes (including in the case of the Senior
Indenture, the covenant described above under "Limitation on Sale
or Issuance of Capital Stock or Convertible Securities of, and
Merger or Sale of Assets by, the Bank") if before the time for
such compliance the holders of a majority in principal amount of
the Notes of all series then outstanding under such Indenture, and,
in the case of the Subordinated Indenture, affected by the omission
(voting as one class) waive such compliance in such instance, but
such waiver shall not extend to or affect such covenant or
condition except to the extent so expressly waived (Section 4.08 of
the Senior Indenture and Section 4.07 of the Subordinated
Indenture).
Consolidation, Merger and Sale of Assets
Each Indenture provides that the Company may not merge or
consolidate or sell or convey all or substantially all of its
assets unless the successor corporation (if other than the Company)
is a domestic corporation, assumes the Company's obligations under
such Indenture and on the Notes issued under such Indenture, and,
after giving effect to such transaction, the Company or the
successor corporation would not be in default under such Indenture
(Section 11.01).
Concerning the Trustees
Chemical Bank is the successor Trustee under the Senior
Indenture. Notices to the Senior Trustee should be directed to
Chemical Bank, Corporate Trust Department, 450 West 33rd Street,
New York, New York 10001, Attention: Vice President. The Company
and the Bank maintain deposit accounts and conduct other banking
transactions with the Senior Trustee in the ordinary course of
business. Marine Midland Bank, N.A. is the Trustee under the
Subordinated Indenture. Notices to the Subordinated Trustee should
be directed to Marine Midland Bank, N.A., 140 Broadway, New York,
New York 10015, Attention: Vice President--Corporate Trust
Administration. The Bank has entered into correspondent banking
relationships with the Subordinated Trustee and with its corporate
parent, The Hong Kong and Shanghai Banking Corporation Limited
("HSBC"), involving various banking transactions in the ordinary
course of business. As part of their relationship, the Bank and
HSBC have an arrangement providing for the referral of customers to
each other.
DESCRIPTION OF PREFERRED STOCK
The following description of Preferred Stock sets forth
certain general terms and provisions of the series of Preferred
Stock to which any Prospectus Supplement may relate. The specific
terms of a particular series of Preferred Stock will be described
in the Prospectus Supplement relating to such series of Preferred
Stock. If so indicated in the Prospectus Supplement relating
thereto, the terms of any such series of Preferred Stock may
differ from the terms set forth below. The description of
Preferred Stock set forth below and the description of the terms of
a particular series of Preferred Stock set forth in the Prospectus
Supplement relating thereto do not purport to be complete and are
qualified in their entirety by reference to the Company's Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and the Certificate of Designation relating to
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such series of Preferred Stock, which are filed or incorporated by
reference as an exhibit to the Registration Statement of which this
Prospectus is a part.
General
The Company is authorized to issue 25,000,000 shares of
Preferred Stock. The Board of Directors has the authority to issue
Preferred Stock in one or more series and to fix the specific
number of shares, title, liquidation preference of each share,
issue price, dividend rate or rates (or method of calculation),
dividend periods, dividend payment dates, any redemption or sinking
fund provisions, any conversion provisions and any other specific
terms of any series without any further action by stockholders of
the Company unless action is required by applicable laws or
regulations or by the terms of other outstanding preferred stock.
As of the date of this Prospectus, the Company had four series of
Preferred Stock outstanding consisting of 3,000,000 shares of
Adjustable Rate Cumulative Preferred Stock, Series A, 1,500,000
shares of Adjustable Rate Cumulative Preferred Stock, Series B
(together, "Adjustable Rate Preferred Stock"), 477,500 shares of
9% Preferred Stock, Series C ("9% Preferred Stock") represented
by 9,550,000 Depositary Shares each representing a one-twentieth
interest in a share of 9% Preferred Stock and 350,000 shares of
8-7/8% Preferred Stock, Series D (the "8-7/8% Preferred Stock"
and together with the 9% Preferred Stock, the "Fixed Rate
Preferred Stock") represented by 7,000,000 Depositary Shares each
representing a one-twentieth interest in a share of 8-7/8%
Preferred Stock. The Adjustable Rate Preferred Stock has a
liquidation preference of $50 per share and the Fixed Rate
Preferred Stock has a liquidation preference of $500 per share or
$25 per Depositary Share. See "Description of Capital Stock--
Existing Preferred Stock." Unless otherwise specified in the
Prospectus Supplement relating thereto, the shares of each series
of Preferred Stock will rank on a parity as to dividends and
distributions of assets with each other and with the Adjustable
Rate Preferred Stock and the Fixed Rate Preferred Stock.
The Prospectus Supplement will set forth the following
specific terms regarding the series of Preferred Stock offered
thereby: (i) the designation, number of shares and liquidation
preference per share; (ii) the initial public offering price; (iii)
the dividend rate or rates, or the method of determining the
dividend rate or rates; (iv) the index, if any, upon which the
amount of dividends, if any, is determined; (v) the dates on which
dividends, if any, will accrue and be payable and the designated
record dates for determining the holders entitled to such
dividends; (vi) any redemption or sinking fund provisions; (vii)
any conversion or exchange provisions; (viii) whether the Company
has elected to offer Depositary Shares as described under
"Description of Depositary Shares"; (ix) provisions for issuance
of global securities; (x) the currency (which may be composite
currency) in which payment of dividends, if any, shall be payable
if other than United States dollars; (xi) voting rights, if
different from those described under "Description of Preferred
Stock--Voting Rights"; and (xii) any additional terms,
preferences or rights.
As described under "Description of Depositary Shares,"
the Company may, at its option, elect to offer depositary shares
("Depositary Shares") evidenced by depositary receipts ("Depositary
Receipts"), each representing a fractional interest (to be specified
in the Prospectus Supplement relating to the particular series of
the Preferred Stock) in a share of the particular series of the
Preferred Stock issued and deposited with a Depositary (as defined
below).
Under regulations adopted by the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board"), if the
holders of shares of any series of preferred stock of the Company
become entitled to vote for the election of directors because the
Board of Directors of the Company has failed to declare or pay
dividends on such series (see "Description of Preferred Stock--
Voting Rights"), such series may then be deemed a class of
"voting securities" and a holder of 25 percent or more of such
series (or a holder of five percent or more if it otherwise
exercises a "controlling influence" over the Company) may then be
subject to regulation as a bank holding company in accordance with
the Bank Holding Company Act of 1956, as amended. In addition, at
such time as such series is deemed a class of voting securities,
any other bank holding company may be required to obtain the prior
approval of the Federal Reserve Board to acquire five percent or
more of such series and any person other than a bank holding
company may be required to obtain the prior approval of the Federal
Reserve Board to acquire ten percent or more of such series.
The shares of Preferred Stock will, when issued, be fully
paid and nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent
and redemption agent for the Preferred Stock will be specified in
the Prospectus Supplement relating thereto.
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Dividends
The holders of the Preferred Stock of each series will be
entitled to receive, when, as and if declared by the Board of
Directors of the Company, out of funds legally available therefor,
cumulative or non-cumulative cash or other dividends at such rate
or rates and on such dates as will be set forth in the Prospectus
Supplement relating to such series. Such rates may be fixed or
variable or both. If variable, the formula used for determining
the dividend rate for each dividend period will be set forth in the
Prospectus Supplement. Dividends will be payable to the holders of
record as they appear on the stock books of the Company on such
record dates as will be fixed by the Board of Directors of the
Company and specified in the Prospectus Supplement. If the Board
of Directors of the Company fails to declare a dividend payable on
a dividend payment date on any series of the Preferred Stock for
which dividends are noncumulative ("Noncumulative Preferred
Stock"), then the holders of such series of the Preferred Stock
will have no right to receive a dividend in respect of the dividend
period ending on such dividend payment date, and the Company will
have no obligation to pay a dividend for such period, whether or
not dividends on such series are declared payable on any future
dividend payment dates.
No dividends may be declared in respect of any dividend
period on any other series or class of preferred stock ranking on
a parity as to dividends with the Preferred Stock, Adjustable Rate
Preferred Stock or Fixed Rate Preferred Stock unless full
cumulative dividends on all outstanding shares of each series of
Preferred Stock on which dividends are cumulative and on the
Adjustable Rate Preferred Stock and the Fixed Rate Preferred Stock
shall have been paid in full or contemporaneously are declared and
paid through the most recent dividend payment date, unless
otherwise indicated in the Prospectus Supplement. In the event
that full cumulative dividends on such Preferred Stock, Adjustable
Rate Preferred Stock or Fixed Rate Preferred Stock have not been
declared and paid or set apart when due, the Company may not
declare or pay any dividends on, or make other distributions on or
make any payment on account of the purchase, redemption, or other
retirement, of its Common Stock or any other stock of the Company
ranking as to dividends or upon liquidation junior to such
Preferred Stock, Adjustable Rate Preferred Stock or Fixed Rate
Preferred Stock (other than, in the case of dividends or
distributions, dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of,
Common Stock or such other junior ranking stock), until full
cumulative dividends on such Preferred Stock, Adjustable Rate
Preferred Stock and Fixed Rate Preferred Stock are made or set
apart for payment, unless otherwise indicated in the Prospectus
Supplement.
When dividends are not paid in full upon any series of
Preferred Stock, the Adjustable Rate Preferred Stock, the Fixed
Rate Preferred Stock and any other preferred stock ranking on a
parity therewith all dividends declared or made upon shares of
Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate
Preferred Stock and any other series of preferred stock ranking on
a parity therewith shall be declared pro rata so that the amount of
dividends declared per share on Preferred Stock, Adjustable Rate
Preferred Stock, Fixed Rate Preferred Stock and such other
preferred stock shall in all cases bear to each other the same
ratio that accrued dividends per share (which, in the case of
Noncumulative Preferred Stock, shall not include any accumulation
in respect of unpaid dividends for prior dividend periods) on
shares of each series of the Preferred Stock, Adjustable Rate
Preferred Stock, Fixed Rate Preferred Stock and such other
preferred stock bear to each other. No interest shall be payable
in respect of any dividend payment which may be in arrears unless
otherwise indicated in the Prospectus Supplement.
Redemption
The shares of any series of Preferred Stock may be
redeemable at the option of the Company and may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, in
each case upon the terms, on the date or dates and at the
redemption price or prices set forth in the Prospectus Supplement
relating to such series. If fewer than all shares of Preferred
Stock are to be redeemed, the shares to be redeemed shall be
selected by the Company pro rata or by lot, or by any other method
determined by the Board of Directors to be equitable.
Under regulations of the Federal Reserve Board, any
perpetual preferred stock with a feature permitting redemption at
the option of the issuer may qualify as capital only if the
redemption is subject to prior approval of the Federal Reserve
Board. Therefore, any redemption of Preferred Stock at the option
of the Company will require the prior approval of the Federal
Reserve Board in order for the Preferred Stock to qualify as
capital for bank regulatory purposes.
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If any dividends on shares of any series of Preferred
Stock are in arrears, no shares of Common Stock or shares of
capital stock ranking junior to or on parity with the Preferred
Stock shall be redeemed and no shares of such series of Preferred
Stock shall be redeemed unless all outstanding shares of such
series are simultaneously redeemed, and the Company shall not
purchase or otherwise acquire any shares of such series; provided,
however, that the foregoing shall not prevent the purchase or
acquisition of shares of such series pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding
shares of such series.
Notice of redemption shall be given by mailing the same
to each record holder of the shares to be redeemed, not less than
40 nor more than 70 days prior to the date fixed for redemption
thereof, to the respective addresses of such holders as the same
shall appear on the Company's stock books. Each such notice shall
state: (i) the redemption date; (ii) the number of shares and
series of the Preferred Stock to be redeemed; (iii) the redemption
price and the manner in which such redemption price is to be paid
and delivered; (iv) the place or places where certificates for such
shares of Preferred Stock are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If fewer
than all shares of any series of the Preferred Stock held by any
holder are to be redeemed, the notice mailed to such holder shall
also specify the number of shares to be redeemed from such holder.
If notice of redemption has been given, from and after
the redemption date for the shares of the series of the Preferred
Stock called for redemption (unless default shall be made by the
Company in providing money for the payment of the redemption price
of the shares so called for redemption), dividends on the shares of
Preferred Stock so called for redemption will cease to accrue, any
right to convert the shares of Preferred Stock will terminate, such
shares will no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Company (except the
right to receive the redemption price) will cease. Upon surrender
in accordance with such notice of the certificates representing any
shares so redeemed (properly endorsed or assigned for transfer, if
the Board of Directors of the Company will so require and the
notice shall so state), the redemption price set forth above will
be paid out of funds provided by the Company. If fewer than all of
the shares represented by any such certificate are redeemed, a new
certificate will be issued representing the unredeemed shares
without cost to the holder thereof.
Liquidation Preference
Upon any liquidation, dissolution or winding up of the
Company, the holders of shares of each series of Preferred Stock
and of the Adjustable Rate Preferred Stock and the Fixed Rate
Preferred Stock shall be entitled to receive out of the assets of
the Company available for distribution to stockholders, before any
distribution of assets is made to or set apart for the holders of
Common Stock or of any other shares of stock of the Company ranking
as to such a distribution junior to the shares of such series, with
respect to the Preferred Stock, an amount described in the
Prospectus Supplement relating to such series of Preferred Stock,
and with respect to the Adjustable Rate Preferred Stock and Fixed
Rate Preferred Stock, an amount equal to the liquidation value of
such shares. See "Description of Capital Stock--Existing
Preferred Stock." If, in any case of any such liquidation,
dissolution or winding up of the Company, the assets of the Company
or the proceeds thereof shall be insufficient to pay in full the
amounts payable with respect to shares of each series of Preferred
Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred
Stock and any other shares of stock of the Company ranking as to
any such distribution on a parity therewith, the holders of shares
of such series of Preferred Stock, Adjustable Rate Preferred Stock
and Fixed Rate Preferred Stock and of such other shares will share
ratably in any such distribution of assets of the Company in
proportion to the full respective preferential amounts to which
they are entitled. After payment to the holders of shares of such
series of Preferred Stock, Adjustable Rate Preferred Stock and
Fixed Rate Preferred Stock of the full preferential amounts to
which they are entitled, the holders of shares of such series of
Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate
Preferred Stock will not be entitled to any further participation
in any distribution of assets by the Company, unless otherwise
provided in the Prospectus Supplement. A consolidation or merger
of the Company with one or more corporations shall not be deemed to
be a liquidation, dissolution or winding up of the Company.
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Conversion and Exchange
The terms, if any, on which shares of any series of
Preferred Stock are convertible into or exchangeable for Notes,
Common Stock or Capital Securities will be set forth in the
Prospectus Supplement relating thereto. Such terms may include
provisions for conversion or exchange, either mandatory, at the
option of the holder, or at the option of the Company, in which the
number of shares of Common Stock to be received by the holders of
Preferred Stock would be calculated according to the market price
of Common Stock as of a time stated in the Prospectus Supplement.
Voting Rights
Except as indicated below or in the Prospectus Supplement
relating to a particular series of the Preferred Stock, or except
as expressly required by applicable law, the holders of Preferred
Stock will not be entitled to vote.
On matters on which holders of such series and holders of
any other series of Preferred Stock are entitled to vote as a
single class, each full share of any series of the Preferred Stock
shall be entitled to one vote. Therefore, the voting power of such
series will depend on the number of shares in such series, not the
liquidation preference or initial offering price of the shares of
such series of the Preferred Stock. However, as more fully
described under "Description of Depositary Shares," if the
Company elects to provide for the issuance of Depositary Shares
representing fractional interests in a share of a series of the
Preferred Stock, the holders of each such Depositary Share will, in
effect, be entitled through the Depositary to such fraction of a
vote, rather than a full vote. To the extent the Depositary does
not receive specific instructions from the holders of Depositary
Shares relating to such Preferred Stock, it will vote such shares
of Preferred Stock in accordance with the recommendation of the
Company, unless otherwise indicated in the Prospectus Supplement.
Whenever the Board of Directors shall have failed to
declare and pay dividends on a series of Preferred Stock,
Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock for
dividend periods, whether or not consecutive, containing in the
aggregate a number of days equivalent to six calendar quarters, the
holders of such series of Preferred Stock, Adjustable Rate
Preferred Stock or Fixed Rate Preferred Stock (voting as a class
with all other affected series of Preferred Stock, Adjustable Rate
Preferred Stock and Fixed Rate Preferred Stock ranking on a parity
therewith either as to dividends or upon liquidation and upon which
like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of two of the authorized number
of directors of the Company at the next annual meeting of
stockholders and at each subsequent meeting until all dividends
which the Board of Directors failed to declare or pay on such
series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed
Rate Preferred Stock have been fully paid or set apart for payment.
In addition, under such circumstances, certain holders of Preferred
Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred
Stock may become subject to regulation as a bank holding company.
See "Description of Preferred Stock--General." The term of
office of all directors elected by the holders of Preferred Stock,
Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock
shall terminate immediately upon the termination of the right of
the holders of Preferred Stock, Adjustable Rate Preferred Stock and
Fixed Rate Preferred Stock to vote for directors.
So long as any shares of Preferred Stock, Adjustable Rate
Preferred Stock and Fixed Rate Preferred Stock remain outstanding,
the Company shall not, without the consent of the holders of at
least two-thirds of the shares of the affected series of Preferred
Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred
Stock outstanding at the time (voting separately as a class with
all other affected series of Preferred Stock ranking on a parity
with the affected series of Preferred Stock, Adjustable Rate
Preferred Stock and Fixed Rate Preferred Stock), (i) authorize,
create or issue, or increase the authorized amount of, any class or
series of stock ranking prior to the affected series of Preferred
Stock, Adjustable Rate Preferred Stock and Fixed Rate Preferred
Stock as to dividends or upon liquidation; or (ii) amend, alter or
repeal the provisions of the Company's Restated Certificate of
Incorporation, whether by merger, consolidation or otherwise, so as
to materially and adversely affect any right, preference, privilege
or voting power of the affected series of Preferred Stock,
Adjustable Rate Preferred Stock or Fixed Rate Preferred Stock or
the holders thereof; provided, however, that any increase in the
amount of the authorized Common Stock or authorized Preferred Stock
or the creation and issuance of other series of common stock or
preferred stock ranking on a parity with or junior to the affected
series of Preferred Stock, Adjustable Rate Preferred Stock or Fixed
Rate Preferred Stock as to dividends and upon liquidation shall not
be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
-16-
<PAGE>
<PAGE>
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus
Supplement of certain provisions of the Deposit Agreement (as
defined below) and of the Depositary Shares and Depositary Receipts
does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the form of Deposit Agreement and
form of Depositary Receipts relating to each series of the
Preferred Stock which are filed with the Commission as an exhibit
to the Registration Statement of which this Prospectus is a part.
General
The Company may, at its option, elect to offer fractional
interests in shares of Preferred Stock. The shares of any series
of the Preferred Stock underlying the Depositary Shares will be
deposited under a separate Deposit Agreement (the "Deposit
Agreement") between the Company and a bank or trust company
selected by the Company (the "Depositary"). The Prospectus
Supplement relating to a series of Depositary Shares will set forth
the name and address of the Depositary. Subject to the terms of
the Deposit Agreement, each owner of a Depositary Share will be
entitled, in proportion to the applicable fractional interest in a
share of Preferred Stock underlying such Depositary Share, to all
the rights and preferences of the Preferred Stock underlying such
Depositary Share (including dividend, voting, redemption,
conversion and liquidation rights).
The Depositary Shares will be evidenced by Depositary
Receipts issued pursuant to the Deposit Agreement, each of which
will represent the fractional interest in a share of a particular
series of the Preferred Stock described in the Prospectus
Supplement.
Unless otherwise specified in the Prospectus Supplement,
a holder of Depositary Shares is not entitled to receive the whole
shares of Preferred Stock underlying the Depositary Shares.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or
other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary Shares relating to such
Preferred Stock in proportion to the numbers of such Depositary
Shares owned by such holders on the relevant record date. The
Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares
a fraction of one cent, and any balance not so distributed shall be
added to and treated as part of the next sum received by the
Depositary for distribution to record holders of Depositary Shares.
In the event of a distribution other than in cash, the
Depositary will distribute property received by it to the record
holders of Depositary Shares entitled thereto, unless the
Depositary determines that it is not feasible to make such
distribution, in which case the Depositary may, with the approval
of the Company, sell such property and distribute the net proceeds
from such sale to such holders.
The Deposit Agreement also contains provisions relating
to the manner in which any subscription or similar rights offered
by the Company to holders of the Preferred Stock shall be made
available to holders of Depositary Shares.
Redemption of Depositary Shares
If a series of the Preferred Stock underlying the
Depositary Shares is subject to redemption, the Depositary Shares
will be redeemed from the proceeds received by the Depositary
resulting from the redemption, in whole or in part, of such series
of the Preferred Stock held by the Depositary. The redemption
price per Depositary Share will be equal to the applicable fraction
of the redemption price per share payable with respect to such
series of the Preferred Stock. If less than all the Depositary
Shares are to be redeemed, the Depositary Shares to be redeemed
will be selected by lot or pro rata as may be determined by the
Depositary.
After the date fixed for redemption, the Depositary
Shares so called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the Depositary Shares
will cease, except the right to receive the moneys payable upon
such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such
redemption upon surrender to the Depositary of the Depositary
Receipts evidencing such Depositary Shares. Any funds deposited by
-17-
<PAGE>
<PAGE>
the Company with the Depositary for any Depositary Shares which the
holders thereof fail to redeem shall be returned to the Company
after a period of two years from the date such funds are so
deposited.
Voting
Upon receipt of notice of any meeting at which the
holders of the Preferred Stock are entitled to vote, the Depositary
will mail the information contained in such notice of meeting to
the record holders of the Depositary Shares relating to such
Preferred Stock. Each record holder of such Depositary Shares on
the record date (which will be the same date as the record date for
the Preferred Stock) will be entitled to instruct the Depositary as
to the exercise of the voting rights pertaining to the number of
shares of Preferred Stock underlying such holder's Depositary
Shares. The Depositary will endeavor, insofar as practicable, to
vote the number of shares of Preferred Stock underlying such
Depositary Shares in accordance with such instructions, and the
Company will agree to take all action which may be deemed necessary
by the Depositary in order to enable the Depositary to do so. To
the extent the Depositary does not receive specific instructions
from the holders of Depositary Shares relating to such Preferred
Stock, it will vote shares of Preferred Stock in accordance with
the recommendation of the Company, unless otherwise indicated in
the Prospectus Supplement.
Amendment of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary
Shares and any provision of the Deposit Agreement may at any time
be amended by agreement between the Company and the Depositary,
provided, however, that any amendment which materially and
adversely alters the rights of the existing holder of Depositary
Shares will not be effective unless such amendment has been
approved by the record holders of at least a majority of the
Depositary Shares then outstanding.
Charges of Depositary
The Company will pay all transfer and other taxes and
governmental charges that arise solely from the existence of the
depositary arrangements. The Company will pay charges of the
Depositary in connection with the initial deposit of the Preferred
Stock and any redemption of the Preferred Stock. Holders of
Depositary Shares will pay all other transfer and other taxes and
governmental charges, and, in addition, such other charges as are
expressly provided in the Deposit Agreement to be for their
accounts.
Taxation
Owners of Depositary Shares will be treated for Federal
income tax purposes as if they were owners of the Preferred Stock
represented by such Depositary Shares and, accordingly, will be
entitled to take into account for Federal income tax purposes
income and deductions to which they would be entitled if they were
holders of such Preferred Stock. In addition, (i) no gain or loss
will be recognized for Federal income tax purposes upon the
withdrawal of Preferred Stock in exchange for Depositary Shares as
provided in the Deposit Agreement, (ii) the tax basis of each share
of Preferred Stock to an exchanging owner of Depositary Shares
will, upon such exchange, be the same as the aggregate tax basis of
the Depositary Shares exchanged therefor, and (iii) the holding
period for shares of the Preferred Stock in the hands of an
exchanging owner of Depositary Shares who held such Depositary
Shares at the time of the exchange thereof for Preferred Stock will
include the period during which such person owned such Depositary
Shares.
Miscellaneous
The Company, or at the option of the Company, the
Depositary, will forward to the holders of Depositary Shares all
reports and communications from the Company which the Company is
required to furnish to the holders of the Preferred Stock.
Neither the Depositary nor the Company will be liable if
it is prevented or delayed by law or any circumstance beyond its
control in performing its obligations under the Deposit Agreement.
The obligations of the Company and the Depositary under the Deposit
Agreement will be limited to performance in good faith of their
duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Shares or
Preferred Stock unless satisfactory indemnity is furnished. They
may rely upon written advice of counsel or accountants, or
information provided by persons presenting Preferred Stock for
-18-
<PAGE>
<PAGE>
deposit, holders of Depositary Shares or other persons believed to
be competent and on documents believed to be genuine.
Resignation and Removal of Depositary; Termination of the Deposit
Agreement
The Depositary may resign at any time by delivering to
the Company notice of its election to do so, and the Company may at
any time remove the Depositary, any such resignation or removal to
take effect upon the appointment of a successor Depositary and its
acceptance of such appointment. Such successor Depositary will be
appointed by the Company within 60 days after delivery of the
notice of resignation or removal. The Deposit Agreement may be
terminated at the direction of the Company or by the Depositary if
a period of 90 days shall have expired after the Depositary has
delivered to the Company written notice of its election to resign
and a successor depositary shall not have been appointed. Upon
termination of the Deposit Agreement, the Depositary will
discontinue the transfer of Depositary Receipts, will suspend the
distribution of dividends to the holders thereof, and will not give
any further notices (other than notice of such termination) or
perform any further acts under the Deposit Agreement except that
the Depositary will continue to deliver Preferred Stock
certificates together with such dividends and distributions and the
net proceeds of any sales of rights, preferences, privileges or
other property in exchange for Depositary Receipts surrendered.
Upon request of the Company, the Depositary shall deliver all
books, records, certificates evidencing Preferred Stock, Depositary
Receipts and other documents respecting the subject matter of the
Deposit Agreement to the Company.
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 150,000,000 shares of
Common Stock, par value $5.00 per share, and 25,000,000 shares of
preferred stock, par value $5.00 per share.
Common Stock
Holders of Common Stock are entitled to one vote for each
share of Common Stock held. All outstanding shares of Common Stock
are fully paid and nonassessable.
Holders of Common Stock are entitled to receive such
dividends as are declared by the Board of Directors out of funds
legally available therefor subject to the limitations described
below. In the event of liquidation, holders of the Common Stock
are entitled to receive pro rata any assets distributable after
payment of liabilities and the liquidation preference, if any, on
any shares of Preferred Stock then outstanding. There are no
conversion, preemptive or redemption rights of the Common Stock.
The dividend rights and liquidation preferences relating to the
preferred stock are superior to those relating to the Common Stock.
The transfer agent and registrar for the Common Stock is
First Chicago Trust Company of New York, New York.
Existing Preferred Stock
As of the date of this Prospectus, the Company had four
series of preferred stock outstanding, consisting of 3,000,000
shares of Adjustable Rate Cumulative Preferred Stock, Series A,
1,500,000 shares of Adjustable Rate Cumulative Preferred Stock,
Series B, 477,500 shares of 9% Preferred Stock, Series C
represented by 9,550,000 Depositary Shares each representing a
one-twentieth interest in a share of 9% Preferred Stock and 350,000
shares of 8-7/8% Preferred Stock, Series D represented by 7,000,000
Depositary Shares each representing a one-twentieth interest in a
share of 8-7/8% Preferred Stock. The Adjustable Rate Preferred
Stock has a liquidation preference of $50 per share and the Fixed
Rate Preferred Stock has a liquidation preference of $500 per share
or $25 per Depositary Share. Unless full cumulative dividends on
the Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate
Preferred Stock have been paid, the Company may not declare
dividends on or make any other payment in respect of any class of
stock ranking junior to the Preferred Stock, Adjustable Rate
Preferred Stock or Fixed Rate Preferred Stock, including the Common
Stock. Whenever the Board of Directors of the Company shall have
failed to declare and pay dividends on any series of Preferred
Stock, Adjustable Rate Preferred Stock or Fixed Rate Preferred
Stock for dividend periods, whether or not consecutive, containing
in the aggregate a number of days equivalent to six calendar
quarters, the holders of such series of Preferred Stock, Adjustable
Rate Preferred Stock or Fixed Rate Preferred Stock (voting as a
-19-
<PAGE>
<PAGE>
class with all other affected series of Preferred Stock, Adjustable
Rate Preferred Stock or Fixed Rate Preferred Stock ranking on a
parity therewith either as to dividends or upon liquidation and
upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of two of
the authorized number of directors of the Company at the next
annual meeting of stockholders and at each subsequent meeting until
all dividends which the Board of Directors failed to declare or pay
on the affected series of Preferred Stock, Adjustable Rate
Preferred Stock or Fixed Rate Preferred Stock have been fully paid
or set apart for payment. The holders of Preferred Stock,
Adjustable Rate Preferred Stock and Fixed Rate Preferred Stock have
preference and priority over holders of Common Stock in the event
of liquidation for payment of the liquidation preference of the
Preferred Stock, Adjustable Rate Preferred Stock and Fixed Rate
Preferred Stock plus an amount equal to all accrued and unpaid
dividends thereon.
Capital Securities
Capital Securities may consist of Common Stock, Preferred
Stock or other capital securities of the Company that qualify at
the time of exchange or conversion as Capital Securities as
determined by the Company's primary federal regulator. Such other
Capital Securities will have such terms as may be determined by the
Company. All such Capital Securities that will be exchangeable for
Offered Securities or issuable upon conversion of Offered
Securities will be, upon issuance, duly authorized, validly issued
and, if applicable, fully paid and nonassessable. See "Description
of Preferred Stock" and "Description of Capital Stock--Common
Stock."
PLAN OF DISTRIBUTION
The Company and certain holders of Offered Securities may
offer and sell the Offered Securities to one or more underwriters
for resale by them or through agents, or to investors directly.
The Prospectus Supplement with respect to each series of Offered
Securities will set forth the terms of the offering of the Offered
Securities, including the name or names of any underwriters or
agents, the purchase price of the Offered Securities and the net
proceeds to the Company or selling securityholders from such sale,
any underwriting discounts, agency fees and other items
constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed,
reallowed or paid to dealers and the place and time of delivery.
If any underwriters are involved in the offer and sale,
the Offered Securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. Unless otherwise set forth in the accompanying Prospectus
Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all the Offered
Securities described in such Prospectus Supplement if any are
purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Underwriters and agents may be entitled, under agreements
entered into with the Company, to indemnification by the Company
against certain liabilities, including liabilities under the
Securities Act of 1933.
Employees of the Bank may act as finders of purchasers of
Offered Securities. Their activities will be limited to contacting
customers and informing them of the terms of the Offered Securities
offered by the Company. The Company believes that such persons are
not required to be registered as brokers or dealers under Section
3(a)(4) and 3(a)(5) of the Act since they are acting as employees
on behalf of a bank.
LEGAL OPINIONS
The legality of the Offered Securities offered hereby
will be passed upon for the Company by Brobeck, Phleger & Harrison,
San Francisco, for the underwriters, if any, by Davis Polk &
Wardwell, New York City and for the agents, if any, by Brown &
Wood, San Francisco. Brobeck, Phleger & Harrison may rely on the
opinion of Davis Polk & Wardwell or Brown & Wood, as the case may
be, as to matters of New York law. Davis Polk & Wardwell may rely
on the opinion of Brobeck, Phleger & Harrison as to matters of
California law. Davis Polk & Wardwell represents the Company from
time to time.
-20-
<PAGE>
<PAGE>
EXPERTS
The consolidated financial statements of the Company as
of December 31, 1992 and 1991 and for each of the years in the
three-year period ended December 31, 1992 incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 incorporated by reference herein and elsewhere in
the Registration Statement have been incorporated by reference
herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
-21-<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
12(a) -Computation of Ratios of Earnings to Fixed Charges.
12(b) -Computation of Ratios of Earnings to Fixed Charges and Preferred
Dividends.
23(a) -Consent of KPMG Peat Marwick.
-II-1-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City and County of San Francisco, State of California, this 25th
day of January, 1994.
WELLS FARGO & COMPANY
By: /s/ ALAN J. PABST
______________________________________________
Alan J. Pabst
(Senior Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
Signature Title Date
_________ _____ ____
CARL E. REICHARDT* Chairman and Chief Executive January 25, 1994
- ---------------------
Carl E. Reichardt Officer (Principal Executive Officer)
PAUL HAZEN* President and Director January 25, 1994
- --------------------
Paul Hazen
RODNEY L. JACOBS* Vice Chairman and Chief Financial January 25, 1994
- --------------------
Rodney L. Jacobs Officer (Principal Financial Officer)
FRANK A. MOESLEIN* Executive Vice President and January 25, 1994
- ---------------------
Frank A. Moeslein Controller (Principal Accounting
Officer)
H. JESSEE ARNELLE* Director January 25, 1994
- ---------------------
H. Jessee Arnelle
-II-2-
<PAGE>
<PAGE>
WILLIAM R. BREUNER* Director January 25, 1994
- ----------------------
William R. Breuner
WILLIAM S. DAVILA* Director January 25, 1994
- ---------------------
William S. Davila
RAYBURN S. DEZEMBER* Director January 25, 1994
- -----------------------
Rayburn S. Dezember
ROBERT K. JAEDICKE* Director January 25, 1994
- ----------------------
Robert K. Jaedicke
Director January 25, 1994
- ------------------
Paul A. Miller
ELLEN M. NEWMAN* Director January 25, 1994
- -------------------
Ellen M. Newman
DONALD B. RICE* Director January 25, 1994
- ------------------
Donald B. Rice
CHANG-LIN TIEN* Director January 25, 1994
- ------------------
Chang-Lin Tien
JOHN A. YOUNG* Director January 25, 1994
- -----------------
John A. Young
*By /s/ ALAN J. PABST
--------------------
Alan J. Pabst, as
attorney-in-fact
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INDEX OF EXHIBITS
Found on
Sequentially
Numbered Page
(______________)
<S> <C>
12(a) -Computation of Ratios of Earnings to Fixed Charges.
12(b) -Computation of Ratios of Earnings to Fixed Charges
and Preferred Dividends.
23(a) -Consent of KPMG Peat Marwick.
</TABLE>
-II-4-
<PAGE>
<PAGE>
EXHIBIT 12(a)
WELLS FARGO & COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year ended December 31,
___________________________________________________________________________________________________
(in millions) 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Earnings, including
interest on
deposits(1):
Income before
income tax expense $ 1,038 $ 500 $ 54 $ 1,196 $ 1,001
Fixed charges 1,157 1,505 2,504 2,784 2,759
________ ________ ________ ________ ________
$ 2,195 $ 2,005 $ 2,558 $ 3,980 $ 3,760
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Fixed charges(1):
Interest expense $ 1,104 $ 1,454 $ 2,452 $ 2,737 $ 2,712
Estimated interest
component of net
rental expense 53 51 52 47 47
________ ________ ________ ________ ________
$ 1,157 $ 1,505 $ 2,504 $ 2,784 $ 2,759
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Ratio of earnings to
fixed charges(2) 1.90 1.33 1.02 1.43 1.36
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Earnings, excluding
interest on deposits:
Income before income
tax expense $ 1,038 $ 500 $ 54 $ 1,196 $ 1,001
Fixed Charges 294 320 539 839 949
________ ________ ________ _______ ________
$ 1,332 $ 820 $ 593 $ 2,035 $ 1,950
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Fixed Charges:
Interest Expense $ 1,104 $ 1,454 $ 2,452 $ 2,737 $ 2,712
Less interest on
deposits (863) (1,185) (1,965) (1,945) (1,810)
Estimated interest
component of net
rental expense 53 51 52 47 47
________ ________ ________ ________ ________
$ 294 $ 320 $ 539 $ 839 $ 949
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Ratio of earnings to
fixed charges 4.53 2.56 1.10 2.42 2.05
________ ________ ________ ________ ________
________ ________ ________ ________ ________
<FN>
(1) As defined in Item 503(d) of Regulation S-K.
(2) These computations are included herein in compliance with Securities and
Exchange Commission regulations. However, management believes that fixed charge
ratios are not meaningful measures for the business of the Company because of
two factors. First, even if there were no change in net income, the ratios
would decline with an increase in the proportion of income which is tax-exempt
or, conversely, they would increase with a decrease in the proportion of income
which is tax-exempt. Second, even if there were no change in net income,
the ratios would decline if interest income and interest expense increase by
the same amount due to an increase in the level of interest rates or,
conversely, they would increase if interest income and interest expense
decrease by the same amount due to a decrease in the level of interest rates.
</TABLE>
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<PAGE>
<PAGE>
EXHIBIT 12(b)
WELLS FARGO & COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS
<TABLE>
<CAPTION>
Year ended December 31,
__________________________________________________________________________________________
(in millions) 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Earnings, including
interest on
deposits(1):
income before
income tax expense $ 1,038 $ 500 $ 54 $ 1,196 $ 1,001
Fixed Charges 1,157 1,505 2,504 2,784 2,759
________ ________ ________ ________ ________
$ 2,195 $ 2,005 $ 2,558 $ 3,980 $ 3,760
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Preferred dividend
requirement $ 50 $ 48 $ 19 $ 27 $ 28
Ratio of income before
income tax expense to
net income 1.70 1.77 2.57 1.68 1.66
________ ________ ________ ________ ________
Preferred dividends(2) $ 85 $ 85 $ 49 $ 45 $ 46
________ ________ ________ ________ ________
Fixed charges(1):
Interest expense 1,104 1,454 2,452 2,737 2,712
Estimated interest
component of net
rental expense 53 51 52 47 47
_________ ________ ________ ________ ________
1,157 1,505 2,504 2,784 2,759
_________ ________ ________ ________ ________
Fixed charges and
preferred dividends $ 1,242 $ 1,590 $ 2,553 $ 2,829 $ 2,805
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Ratio of earnings to
fixed charges and
preferred dividends(3) 1.77 1.26 1.00 1.41 1.34
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Earnings, excluding
interest on deposits:
Income before income
tax expense $ 1,038 $ 500 $ 54 $ 1,196 $ 1,001
Fixed charges 294 320 539 839 949
________ ________ ________ ________ ________
$ 1,332 $ 820 $ 593 $ 2,035 $ 1,950
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Preferred dividends(2) $ 85 $ 85 $ 49 $ 45 $ 46
________ ________ ________ ________ ________
Fixed Charges:
Interest Expense 1,104 1,454 2,452 2,737 2,712
Less Interest on
deposits (863) (1,185) (1,965) (1,945) (1,810)
Estimated interest
component of
net rental expense 53 51 52 47 47
________ ________ ________ ________ ________
294 320 539 839 949
________ ________ ________ ________ ________
Fixed charges and
preferred dividends $ 379 $ 405 $ 588 $ 884 $ 995
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Ratio of earnings to
fixed charges and
preferred dividends 3.51 2.02 1.01 2.30 1.96
________ ________ ________ ________ ________
________ ________ ________ ________ ________
__________________________
<FN>
(1) As defined in Item 503(d) of Regulation S-K.
(2) The preferred dividends were increased to amounts representing the pretax
earnings that would be required to cover such dividend requirements.
(3) These computations are included herein in compliance with Securities and
Exchange Commission regulations. However, management believes that fixed
charge ratios are not meaningful measures for the business of the Company
because of two factors. First, even if there were no change in net income,
the ratios would decline with an increase in the proportion of income which
is tax-exempt or, conversely, they would increase with a decrease in the
proportion of income which is tax-exempt. Second, even if there were no change
in net income, the ratios would decline if interest income and interest expense
increase by the same amount due to an increase in the level of interest rates
or, conversely, they would increase if interest income and interest expense
decrease by the same amount due to a decrease in the level of interest rates.
</TABLE>
II-6
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The Board of Directors
Wells Fargo & Company
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement (No. 33-51227) on Form S-3 of Wells Fargo & Company
of our report dated January 19, 1993, relating to the consolidated balance
sheet of Wells Fargo & Company and Subsidiaries as of December 31, 1992
and 1991 and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1992.
We also consent to the reference of our Firm under the caption
"Experts" in the above registration statement.
KPMG PEAT MARWICK
San Francisco, California
January 25, 1994
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