<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 8, 1995
[LOGO OF WELLS FARGO & COMPANY APPEARS HERE]
$500,000,000
Wells Fargo & Company
6 7/8% Subordinated Notes due April 1, 2006
Interest payable April 1 and October 1
------------
The 6 7/8% Subordinated Notes due April 1, 2006 (the "Notes") are not subject to
redemption or repayment prior to maturity and will not be subject to any sinking
fund. The Notes will be unsecured debt obligations of Wells Fargo & Company (the
"Company") and will be subordinate and junior in right of payment to all present
and future Senior Indebtedness of the Company. Payment of principal of the Notes
may be accelerated only in the case of bankruptcy, insolvency or reorganization
of the Company or the receivership, conservatorship or liquidation of Wells
Fargo Bank, National Association. There will be no right of acceleration in the
case of a default in the performance of any covenant with respect to the Notes,
including the payment of interest or principal. See "Description of the Notes--
Events of Default" in the accompanying Prospectus.
The Notes will be represented by Global Securities registered in the name of a
nominee of The Depository Trust Company, as Depositary (the "Depositary"). The
Notes will be available for purchase in minimum denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000 in book-entry
form only. Beneficial interests in the Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as described under "Description of
Notes--Global Securities" in the accompanying Prospectus, owners of beneficial
interests in the Global Securities will not be entitled to receive Notes in
definitive form. Settlement for the Notes will be made in immediately available
funds. The Notes will trade in the Depositary's Same-Day Funds Settlement System
until maturity and secondary market trading activity in the Notes will therefore
settle in immediately available funds. See "Description of Notes--Book-Entry"
herein and "Description of Notes--Global Securities" in the accompanying
Prospectus.
------------
THE NOTES ARE UNSECURED OBLIGATIONS OF THE COMPANY AND WILL BE SUBORDINATED TO
THE CLAIMS OF GENERAL UNSECURED CREDITORS OF THE COMPANY. THE NOTES ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK
SUBSIDIARY OF THE COMPANY, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(2)
------------ -------------- ------------
<S> <C> <C> <C>
Per Note................................... 99.79% .65% 99.14%
Total...................................... $498,950,000 $3,250,000 $495,700,000
</TABLE>
(1) Plus accrued interest, if any, from April 9, 1996.
(2) Before deduction of expenses payable by the Corporation estimated at
$150,000.
------------
The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Global Securities, in book-entry form, will be made through the
facilities of the Depositary on or about April 9, 1996, against payment in
immediately available funds.
CS First Boston
Merrill Lynch & Co.
Salomon Brothers Inc
The date of this Prospectus Supplement is April 3, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Notes set forth in the
accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not defined herein have the meanings assigned to such terms
in the Prospectus.
GENERAL
The Notes will bear interest from April 9, 1996, payable semiannually on
each April 1 and October 1, beginning October 1, 1996, to the persons in whose
names the Notes are registered at the close of business on the March 15 or
September 15, as the case may be, next preceding such April 1 or October 1.
Interest on the Notes will be computed on the basis of a 360-day year of
twelve 30-day months. The Notes are not redeemable prior to maturity. The
Notes constitute a single series and will be issued under the Subordinated
Indenture described in the accompanying Prospectus.
The Notes will be issued initially as book-entry notes. See "Book-Entry."
The Notes will be sold in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. The Notes constitute Subordinated Notes of the
Company and 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 Prospectus.
Payment of the principal of the Notes may be accelerated only in the case of
certain events of bankruptcy, insolvency or reorganization of the Company or
the receivership, conservatorship or liquidation of Wells Fargo Bank, National
Association. There is no right of acceleration in the case of a default in the
performance of any covenant with respect to the Notes, including the payment
of interest or principal. See "Description of Notes--Events of Default" in the
accompanying Prospectus.
BOOK-ENTRY
Upon issuance, all Notes will be represented by Global Securities. Global
Securities representing the Notes will be deposited with, or on behalf of The
Depository Trust Company (the "Depositary") and registered in the name of a
nominee of the Depositary. Notes will not be exchangeable for certificated
notes, provided that if the Depositary 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 certificated notes in exchange
for the Global Securities. In addition, the Company may at any time and in its
sole discretion determine not to have book-entry notes represented by the
Global Securities, and, in such event, will issue certificated notes in
exchange therefor.
A further description of the Depositary's procedures with respect to Global
Securities representing book-entry notes is set forth in the attached
prospectus under "Description of Notes--Global Securities." The Depositary has
confirmed to the Company, the Underwriters and the Subordinated Trustee that
it intends to follow such procedures.
S-2
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in the Underwriting
Agreement, the Company has agreed to sell to each of the underwriters (the
"Underwriters") named below, and each of the Underwriters has severally but
not jointly agreed to purchase, the principal amount of Notes set forth below
opposite its name.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
<S> <C>
CS First Boston Corporation.................................. $166,800,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........... 166,600,000
Salomon Brothers Inc......................................... 166,600,000
------------
Total.................................................... $500,000,000
============
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Notes offered
hereby if any Notes are purchased. The Company has been advised by the
Underwriters that they propose initially to offer the Notes to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession not in
excess of .40% of the principal amount of the Notes. The Underwriters may
allow and such dealers may reallow a concession not in excess of .25% of such
principal amount. After the initial public offering, the public offering price
and such concessions may be changed.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, or contribute to payments the Underwriters may be
required to make in respect thereof.
Certain of the Underwriters and their associates may be customers of, engage
in transactions with, and perform services for, the Company and its
subsidiaries in the ordinary course of business.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that one or more of them
intends to act as a market maker for the Notes. However, the Underwriters are
not obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the Notes.
Warren E. Buffett, Chairman of the Executive Committee of the Board of
Directors of Salomon Inc, the parent of one of the Underwriters, is the
Chairman of the Board and Chief Executive Officer of Berkshire Hathaway Inc.
("Berkshire"). Charles T. Munger, the Vice Chairman of Berkshire, is a member
of the Board of Directors of Salomon Inc. According to the most recent
information available to the Company, Mr. Buffett, his wife, and a trust of
which Mr. Buffett is a trustee, but in which he has no economic interest, own
approximately 44% of the outstanding shares of Berkshire. Berkshire and its
subsidiaries own all of the outstanding shares of Series A Cumulative
Convertible Preferred Stock (the "Preferred Stock") of Salomon Inc, the parent
of Salomon Brothers Inc. The Preferred Stock is entitled to 14,736,842 votes,
constituting approximately 12.2% of the votes entitled to be cast by the
outstanding voting securities of Salomon Inc. The Preferred Stock is
convertible into 14,736,842, or approximately 12.2% of the outstanding shares
of common stock of Salomon Inc. According to the most recent information
available to the Company at the date of this Prospectus Supplement, Berkshire
and its subsidiaries own 6,791,218 shares, or approximately 7.1%, of the
common stock of the Company. Berkshire has received approval from the Federal
Reserve Board to purchase up to 22% of the Company's common stock. Berkshire
has made passivity commitments to the Federal Reserve Board which are designed
to assure that Berkshire will not exercise or attempt to exercise a
controlling influence over the management or policies of the Company or any of
its subsidiaries. In addition, Berkshire has granted an irrevocable proxy to
the Secretary of the Company to vote Berkshire's shares in accordance with the
recommendations of the Board of Directors of the Company. Neither Mr. Buffett
nor any representative of Berkshire is a director of the Company or any of its
subsidiaries. Salomon Brothers Inc may from time to time own shares of Common
Stock of the Company.
S-3
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference: (a) the consolidated financial
statements of First Interstate Bancorp ("First Interstate") as of December 31,
1995 and 1994 and for each of the years in the three-year period ended
December 31, 1995, as contained in First Interstate's Annual Report on Form
10-K for the year ended December 31, 1995 and (b) the Pro Forma Combined
Financial Information (Unaudited) of the Company and First Interstate, as
contained in the Company's Proxy Statement, dated February 27, 1996, at pages
81-89.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1995
and 1994 and for each of the three years in the three-year period ended
December 31, 1995 incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 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.
The consolidated financial statements of First Interstate as of December 31,
1995 and 1994 and for each of the three years in the three-year period ended
December 31, 1995 incorporated by reference in First Interstate's Annual
Report on Form 10-K for the year ended December 31, 1995 incorporated by
reference herein have been incorporated by reference herein in reliance upon
the report of Ernst & Young LLP, independent certified public accountants,
incorporated by reference herein, given upon the authority of said firm as
experts in accounting and auditing.
S-4
<PAGE>
$2,335,000,000
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
$2,335,000,000 (or the equivalent in foreign currencies or
composite currencies) 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 or Common Stock of the
Company. The Preferred Stock may be convertible or exchangeable
into Notes or Common Stock of the Company.
The Offered Securities may be offered and sold
directly by the Company 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 or agents. 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 REPRE-
SENTATION 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 August 8, 1995
2.
<PAGE>
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, 1994;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31 1995; and (iii) the Company's Current Reports on
Form 8-K filed on January 17, April 18, June 22 and July 18, 1995.
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 December 31, 1994,
the Company was the fifteenth largest bank holding company in the
United States. As of December 31, 1994, the Company had loans of
$36.3 billion, total assets of $53.4 billion, total deposits of
$42.3 billion and stockholders' equity of
3.
<PAGE>
$3.9 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.
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, and proceeds may be used to finance repurchase of
Company securities from time to time.
4.
<PAGE>
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,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(in millions)
Consolidated Summary of Income:
Interest income................................. $ 3,765 $ 3,761 $ 4,145 $ 4,972 $ 5,051
Interest expense.................................... 1,155 1,104 1,454 2,452 2,737
------ ------ ------ ------ ------
Net interest income................................. 2,610 2,657 2,691 2,520 2,314
Provision for loan losses........................... 200 550 1,215 1,335 310
------ ------ ------ ------ ------
Net interest income after
provision for loan losses.......................... 2,410 2,107 1,476 1,185 2,004
Noninterest income.................................. 1,200 1,093 1,059 889 909
Noninterest expense................................. 2,156 2,162 2,035 2,020 1,717
------ ------ ------ ------ ------
Income before income tax expense.................... 1,454 1,038 500 54 1,196
Income tax expense.................................. 613 426 217 33 484
------ ------ ------ ------ ------
Net income.......................................... $ 841 $ 612 $ 283 $ 21 $ 712
====== ====== ====== ====== ======
Net income applicable to common stock............... $ 798 $ 562 $ 235 $ 2 $ 685
====== ====== ====== ====== ======
Net income per common share..................... $ 14.78 $ 10.10 $ 4.44 $ .04 $ 13.39
====== ====== ====== ====== ======
Average common shares outstanding............... 53.9 55.6 52.9 51.8 51.2
====== ====== ====== ====== ======
Consolidated Average Balance Sheet Data:
Loans........................................... $ 34,039 $ 34,304 $ 40,406 $ 46,736 $ 44,061
Total assets....................................... 51,849 51,110 52,497 55,022 51,109
Core deposits....................................... 39,592 40,389 41,779 41,523 36,219
Total deposits...................................... 40,821 40,727 42,266 42,642 37,075
Stockholders' equity................................ 4,079 3,996 3,573 3,352 3,137
Net Interest Margin(1).............................. 5.55% 5.74% 5.70% 5.18% 5.12%
Consolidated Profitability Ratios:
Net income to average total assets (ROA)........ 1.62% 1.20% .54% .04% 1.39%
Net income applicable to common stock to
average common stockholders'
equity (ROE)................................. 22.41 16.74 7.93 .07 25.07
<FN>
- - --------
(1) Net interest margin is defined as net interest income on a taxable-equivalent basis
divided by average total earning assets.
</FN>
</TABLE>
5.
<PAGE>
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(in millions)
Consolidated Period-End Capital Ratios:(2)
Common stockholders' equity to assets............ 6.41% 7.00% 6.03% 5.24% 5.26%
Stockholders' equity to assets...................... 7.33 8.22 7.25 6.11 5.98
Consolidated Period-End Loan Data:
Allowance for loan losses........................ $ 2,082 $ 2,122 $ 2,067 $ 1,646 $ 885
Allowance for loan losses as a percentage of
total loans................................... 5.73% 6.41% 5.60% 3.73% 1.81%
Nonaccrual and restructured loans................... $ 582 $ 1,200 $ 2,142 $ 1,981 $ 1,013
Nonaccrual and restructured loans
as a percentage of total loans................ 1.6% 3.6% 5.8% 4.5% 2.1%
Consolidated Loan Charge-Off Data:
Net loan charge-offs............................. $ 240 $ 495 $ 798 $ 572 $ 168
Net loan charge-offs as a percentage
of average total loans........................ 0.70% 1.44% 1.97% 1.22% 0.38%
Consolidated Ratios of Earnings to Fixed
Charges:(3)(5)
Including interest on deposits.................. 2.20 1.90 1.33 1.02 1.43
Excluding interest on deposits...................... 5.04 4.53 2.56 1.10 2.42
Consolidated Ratios of Earnings to
Fixed Charges and Preferred
Stock Dividends: (3) (4) (5)
Including interest on deposits.................. 2.07 1.77 1.26 1.00 1.41
Excluding interest on deposits...................... 4.18 3.51 2.02 1.01 2.30
<FN>
- - --------
(2) Based on the Federal Reserve Board's guidelines, the Company's
total risk-based capital ratio was 13.16%, 15.12%, 13.15%, 10.19%
and 9.27% at December 31, 1994, 1993, 1992, 1991 and 1990,
respectively. The Company's Tier 1 risk-based capital ratio was
9.09%, 10.48%, 8.22%, 5.78% and 5.03% at December 31, 1994, 1993,
1992, 1991 and 1990, 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.
</FN>
</TABLE>
6.
<PAGE>
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, 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." As used
in this Prospectus, the term "Senior Notes" means the Senior
Notes offered hereby and, unless the context otherwise requires,
any other debt securities heretofore or hereafter issued under
the Senior Indenture, the term "Subordinated Notes" means the
Subordinated Notes offered hereby and, unless the context
otherwise requires, any other debt securities heretofore or
hereafter issued under the Subordinated Indenture, and the term
"Notes" means the Notes offered hereby and, unless the context
otherwise requires, any other debt securities hereto or hereafter
issued under the Indentures; and references to "principal" of the
Notes shall be deemed to include, unless the context otherwise
requires, a reference to premium, if any, on the Notes. Copies of
the Indentures and the forms of the notes are filed or
incorporated by reference as exhibits to the Registration
Statement. The following summaries of certain provisions of the
Indentures and the summary of certain provisions of a particular
series of Notes set forth in the Prospectus Supplement relating
thereto 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 and the respective forms of the Notes,
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 debt securities
which can be issued thereunder and provide that debt securities
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. If so indicated in the applicable prospectus
supplement, the terms of the Notes offered thereby may differ
from those set forth herein.
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
7.
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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, without coupons, 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 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
Subordinated Indenture or thereafter incurred, other than
obligations "ranking on a parity" with the Subordinated Notes or
"ranking junior" to the Subordinated Notes (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 (the "Prior Subordinated Debt",
which term excludes any Subordinated Notes issued under the
Subordinated Indenture) 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 Prior Subordinated Debt and, under the
circumstances described in the following paragraph, holders of
Subordinated Notes may receive less, ratably, than holders of
such Prior Subordinated Debt. As of December 31, 1994, there was
$1.4 billion of Senior Indebtedness of the Company and $1.5
billion of obligations
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ranking on a parity (as defined in the Subordinated Indenture)
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
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
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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 or persons who
hold interests through Participants to owners of beneficial
interests in such Global Security held through such Participants
or persons 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 or
persons. 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 or Preferred
Stock 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 or Preferred Stock to be received by the holders of
Notes would be calculated according to the market price of Common
Stock or Preferred Stock 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
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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 also defines an Event of
Default with respect to any series of Senior Notes 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 with respect thereto, or the occurrence of any event of
default as defined in any mortgage, indenture or instrument
(including the Senior Indenture) 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 all
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, or of all such series in the case of an
Event of Default under clause (c) above, in each case together
with any accrued interest, to be due and 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 as were entitled to declare such
default (such series or all such series voting as one class, if
more than one series is so entitled). 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
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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 as to which such Event of Default has
occurred (voting as one class) may declare the principal (or a
portion thereof specified in the terms of any series) of all
Subordinated Notes as to which such Event of Default under clause
(d) has occurred, together with any accrued interest, to be due
and payable immediately. 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 (such series or all
series voting as one class, if more than one series is so
entitled). In addition, past defaults 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 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, or upon a default in the
payment or acceleration of other indebtedness of the Company. 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
holders (Section 7.02). Each Indenture also provides that the
holders of a majority in principal amount of the outstanding
Notes issued thereunder 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).
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).
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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 under such Indenture (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 is the Trustee under the
Subordinated Indenture. Notices to the Subordinated Trustee
should be directed to Marine Midland Bank, 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. The Company and the parent of HSBC have
agreed in principle to establish a jointly owned trade bank
called Wells Fargo HSBC Trade Bank.
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
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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
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 three series of Preferred Stock outstanding
consisting of 1,500,000 shares of Adjustable Rate Cumulative
Preferred Stock, Series B, 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
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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.
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
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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.
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.
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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.
CONVERSION AND EXCHANGE
The terms, if any, on which shares of any series of
Preferred Stock are convertible into or exchangeable for Notes or
Common Stock 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
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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.
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).
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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 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,
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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 deposit, holders of Depositary
Shares or other persons believed to be competent and on documents
believed to be genuine.
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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 three
series of preferred stock outstanding, consisting of 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
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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 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.
PLAN OF DISTRIBUTION
The Company 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 from such sale,
any underwriting discounts, agency fees and other items
constituting underwriters' or agents' compensation, any initial
public offering price and any discounts or concessions allowed,
reallowed or paid to dealers.
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. 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.
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EXPERTS
The consolidated financial statements of the Company as of
December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994 incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 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 LLP, independent certified
public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
23.
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLE-
MENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Description of Notes....................................................... S-2
Underwriting............................................................... S-3
Incorporation of Certain Information by Reference.......................... S-4
Experts.................................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Wells Fargo & Company...................................................... 2
Use of Proceeds............................................................ 3
Summary Financial Data..................................................... 4
Description of Notes....................................................... 6
Description of Preferred Stock............................................. 12
Description of Depositary Shares........................................... 16
Description of Capital Stock............................................... 19
Plan of Distribution....................................................... 20
Legal Opinions............................................................. 20
Experts.................................................................... 20
</TABLE>
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[LOGO OF WELLS FARGO & COMPANY APPEARS HERE]
$500,000,000
6 7/8% Subordinated Notes due April 1, 2006
PROSPECTUS SUPPLEMENT
CS First Boston
Merrill Lynch & Co.
Salomon Brothers Inc
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