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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): June 21, 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
Attached hereto as Exhibit 99 is a Press Release announcing a signed
definitive agreement in which Wells Fargo & Company and Nikko
Securities Co., Ltd. will sell their joint venture interest in Wells
Fargo Nikko Investment Advisors to Barclays Bank PLC of England.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 Copy of the Press Release announcing the events described in
Item 5 of this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 21, 1995.
WELLS FARGO & COMPANY
By: /S/ RODNEY L. JACOBS
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Rodney L. Jacobs
Vice Chairman and Chief Financial Officer
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FOR IMMEDIATE RELEASE
Wed. June 21, 1995
WELLS FARGO AND NIKKO SELL WFNIA TO BARCLAYS PLC
Wells Fargo & Co. and The Nikko Securities Co., Ltd. today announced
that they have signed a definitive agreement to sell their joint venture
interest in Wells Fargo Nikko Investment Advisors (WFNIA) to Barclays PLC of the
U.K. The sale, which is subject to the approval of appropriate regulatory
authorities, is expected to close in the fourth quarter of 1995. Under terms of
the sale, Wells Fargo and Nikko will receive a total of about $440 million.
Barclays' purchase includes all of WFNIA's businesses, which encompass
institutional investment management for defined benefit and defined contribution
plans, and capital markets services. As part of the sale, Barclays will also
acquire Wells Fargo Bank's MasterWorks division. MasterWorks will merge its
operation with WFNIA's defined contribution group, finalizing a consolidation of
those two groups that had been underway prior to this sale. MasterWorks is an
integrated, full-service 401(k) management program for defined contribution
plans that Wells Fargo has offered since 1989.
"Barclays is one of the foremost providers of financial services in the
world and we cannot think of a better fit for WFNIA and its clients," said Paul
Hazen, chairman of Wells Fargo. "Our company will now be a big client of the
new organization through our defined contribution plan, and we will continue to
promote and sell the various mutual funds we have developed over the past few
years with WFNIA. We envision a long, productive relationship," noted Hazen.
-more-
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2/WFNIA SALE
Nikko intends to retain a 50 percent joint venture ownership with
Barclays in Japan. Kichiro Takao, president of Nikko, added, "We look
forward to continuing our successful joint venture in Japan, and to welcoming
Barclays as a strong, committed partner."
Barclays will combine WFNIA with the quantitative group of BZW Asset
Management (BZWAM), its international asset management arm, to form a separate
combined business. BZWAM is the largest quantitative fund manager in Europe,
with approximately $32 billion of quantitative funds under management, as of
Mar. 31, 1995. BZW is the investment banking arm of Barclays and offers a full
range of investment banking, capital markets and asset management services.
"The complementary expertise and technology of the merged businesses
will enable us to address the worldwide growth opportunity in quantitative fund
management," said Fred Grauer, chairman of WFNIA. "Our team eagerly looks
forward to joining BZWAM."
The combined quantitative business will manage approximately $205
billion in assets, as of Mar. 31, 1995, of which an estimated 70 percent will
be invested in the U.S. and about 30 percent will be invested outside the U.S.
It will be the largest global manager of both U.S. and non-U.S. quantitative
assets.
"Asset management is a high quality business in terms of earnings
sustainability and growth potential," said Martin Taylor, chief executive of
Barclays PLC. "This is an area of considerable strategic interest to us as a
group, in respect of future product capabilities. WFNIA itself is a world leader
in its field: an advanced, technology driven business with strong management.
It is an excellent product and geographical fit."
Barclays is the second largest bank in the U.K. by market
capitalization, with $259 billion in assets. It has 3,000 offices in over 70
countries, with commercial, retail and investment banking activities as well as
custody, asset management, capital markets and trading businesses. Barclays
provides custody services across 66 markets worldwide, managing institutional
and private assets for clients from its own proprietary custody centers in 26
countries and the remainder through its sub-custody relationships.
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3/WFNIA SALE
WFNIA, which pioneered indexed and quantitative investing, is the
largest U.S. pension investment manager, with approximately $171 billion in
assets under management as of Mar. 31, 1995. It has more than 500 employees
around the world, with offices in San Francisco, London, Tokyo and Toronto. It
currently offers more than 190 globally diversified funds.
MasterWorks provides companies with a full range of investment,
administration and professional plan services in a single package. MasterWorks
will provide another $2 billion in assets under management to the newly formed
company.
From this sale, Wells Fargo expects to realize an after-tax gain of
approximately $100 million. This transaction is subject to a number of closing
contingencies that may affect both the total proceeds and the gain. The impact
to Wells Fargo's income after tax in 1994 from WFNIA and MasterWorks was
approximately $10 million.
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