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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 18, 1995
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6214 No. 13-2553920
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 477-1000
Not applicable
(Former name or former address, if changed since last report)
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Item 5: Other Events
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Attached hereto as Exhibit 99 is a Press Release announcing Wells
Fargo & Company's proposed merger with First Interstate Bancorp.
Item 7: Financial Statements and Exhibits
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(c) Exhibits
99 Copy of the Press Release announcing Wells Fargo & Company's
proposed merger with First Interstate Bancorp.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 18, 1995.
WELLS FARGO & COMPANY
By: /s/ FRANK A. MOESLEIN
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Frank A. Moeslein
Executive Vice President and Controller
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WELLS FARGO PROPOSES MERGER WITH FIRST INTERSTATE
SAN FRANCISCO -- Wells Fargo & Co. (NYSE:WFC) today announced that it has
submitted a merger proposal to First Interstate Bancorp (NYSE:I). If the
merger goes through, it would represent the largest bank merger in U.S.
history, valued at about $10 billion.
Under the terms of the merger proposal, First Interstate shareholders
would receive a tax-free exchange of 0.625 shares of Wells Fargo & Co for
each share of First Interstate. At the current price of Wells Fargo & Co.,
this exchange ratio represents a price of $133.50 for each First Interstate
share.
""The economic benefit of the proposed merger is significant for
shareholders of both companies,'' said Paul Hazen, chairman and CEO of Wells
Fargo. ""Not only do First Interstate shareholders receive an immediate
premium to market, but both sets of shareholders have the opportunity to
share in the price appreciation of what I believe will be the most dynamic
and efficient banking company in the country.
""Retail and business customers of both companies will benefit because
they'll have more convenience and better access to banking locations we plan
to add in California and First Interstate's other 12 states,'' noted Hazen.
""Both organizations have reputations for excellent customer service. By
combining our other strengths we will do an even better job in serving our
customers,'' he said.
Hazen also emphasized the benefits to the communities served by the two
banks. ""Wells Fargo has a strong record of commitment to its communities, as
evidenced in part by its outstanding CRA rating. The combined company will
be even better positioned to continue that performance,'' he said.
-more-
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Wells Fargo/2
""We are convinced that the state of California will benefit by having
two of the country's major banks headquartered in the state. If our banks
were instead to merge with or be acquired by a large out-of-state bank,
California's economic and social fabric would be diminished,'' he said.
Wells Fargo estimates that the transaction will substantially increase
cash and reported earnings because of increased efficiencies in its business.
These efficiencies in the combined company will result from an estimated net
reduction in annual expenses of about $700 million. It is anticipated that
the merger would be accounted for as a purchase. Wells Fargo believes that
this method of accounting is preferable to the more restrictive pooling
method because it is economically identical, avoids the potential dilution
caused by the reissue of previously repurchased shares and does not restrict
additional share repurchases before or after the merger is completed.
According to Wells Fargo, the combination of the two banks will,
inevitably, lead to some job losses, as has been the case in all bank
consolidations. ""Such measures would create a more competitive, even
stronger California-based institution that can best serve the needs of its
customers and communites,'' said Hazen. ""It is important to remember that
there is an annual turnover in banks of about 18%, so some of the attrition
would be accomplished naturally,'' said Hazen. ""Effective immediately, we
are imposing a hiring freeze across all of our operations at Wells so that
we can provide maximum opportunities for all employees if this merger is
successful.''
Wells Fargo has 861 banking outlets in California, including 312
supermarket locations (Sept. 30, 1995). Wells Fargo & Co is the 17th
largest bank holding company in the nation, with $51 billion in assets, and
it is the second largest California bank.
First Interstate has 1,133 offices in 13 Western states. It is the 14th
largest bank holding company nationally, with $55 billion in assets, and is
the third largest California bank.
(Merger Summary Table follows) - more -
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Wells Fargo/3
Merger Summary Table
Exchange Ratio 0.625 X
(All Common, Tax-Free Exchange)
Price Per share $ 133.50
Merger Value ($B) $ 10.1
Price/Earnings (LTM) 12.1X
Premium/Market 26%
Price/Book Value 278%
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