<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Wells Fargo & Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
949740-10-4
(CUSIP Number)
William J. Henrich, Jr., Esq.,
Dilworth, Paxson, Kalish & Kauffman LLP
3200 Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103
(215) 575-7080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 1, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box |_|.
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Check the following box if a fee is being paid with the statement|_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 949740-10-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter H. Annenberg
Social Security Number: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK. 00
The shares held by the Reporting Person were purchased from
borrowed funds. The shares held by each other Holder were
purchased from such Holder's funds
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF
SHARES 4,030,010 Shares
BENEFICIALLY -----------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 8,400 Shares
PERSON -----------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
4,030,010 Shares
-----------------------------------------
10. SHARED DISPOSITIVE POWER
8,400 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,038,410 Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.22%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer
----------------------------
This Amendment No. 4 to Statement on Schedule 13D
(the "Statement") relates to shares of common stock, par value
$5.00 per share (the "Common Stock"), of Wells Fargo &
Company, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 420 Montgomery
Street, San Francisco, California 94163.
Item 2. Identity and Background
--------------------------------
Set forth below is certain information concerning
the natural person filing this Statement (the "Reporting
Person"):
(a) Name: Walter H. Annenberg
Business Address:
St. Davids Center, Suite A-200
150 Radnor-Chester Road
St. Davids, PA 19087
(b) Principal Occupation: Private foundation executive,
private investor and trustee
(d), (e) Legal Proceedings: During the last five years, the
Reporting Person: (i) has not been convicted in a
criminal proceeding (excluding traffic violations
or similar misdemeanors); and (ii) has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(f) Citizenship: The Reporting Person is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration
---------------------------------------------------------
The shares of Common Stock reported in this Statement are
variously held by the Reporting Person and others (the Reporting
Person and such others being referred to collectively as the
"Holders") as set forth in the following table, which also sets
forth the total purchase price for such shares paid by the
Holders.
<TABLE>
<CAPTION>
Total Purchase
Holder No. of Shares Price*
------ -------------- --------------
<S> <C> <C>
Walter H. Annenberg 500,000 $ 37,963,282
(the Reporting Person)
Leonore Annenberg 8,400 953,281
The Annenberg Foundation 2,000,000 160,223,790
Walter H. Annenberg as sole
Trustee of Trust under Will
of Moses L. Annenberg 1,500,000 161,123,773
Various Family Trusts 30,010 3,954,746
---------- ------------
4,038,410 shares $364,218,872
========== ============
<FN>
*Does not include brokers' commissions.
</TABLE>
<PAGE>
Item 4. Purpose of Transaction
-------------------------------
The shares of Common Stock reported in this Statement were in all cases
purchased solely for the investment purposes of the respective Holders.
Although neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the other Holders has any contract or agreement
to purchase shares of Common Stock from any person, the Reporting Person
and the other Holders may purchase additional shares from time to time
for investment if shares are available at prices considered by the
respective Holders to be favorable. The Reporting Person anticipates
that any such additional purchases would be made in open market brokerage
transactions. The Reporting Person anticipates that whether any of the
Holders purchases additional shares and, if so, the number of shares
to be purchased by such Holder, will depend upon a variety of factors,
including, among others, the market price of the shares, market
conditions, availability of funds, evaluation of alternative investments
and the need of funds for other purposes.
Except as described in this Statement, neither the Reporting Person nor,
to the Reporting Person's knowledge, any of the other Holders presently
has any plans or proposals which would relate to or would result in any
of the following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term
of Directors or
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
----------------------------------------------
(a) As of the close of business on April 30, 1996, Walter H.
Annenberg, the Reporting Person, ceased to be a beneficial owner
of five percent or more of the Common Stock of the Issuer and
accordingly will not be filing additional Schedule 13D
Amendments with respect thereto. As of that date, the Reporting
Person beneficially owned a total of 4,038,410 shares of
Common Stock (as determined in accordance with Rule 13d-3 under
the Exchange Act). Such shares constituted approximately 4.22%
of the 95,727,820 shares of Common Stock outstanding on
April 30, 1996 (as advised to us by the Issuer). Such shares
respectively are held by the Holders as follows:
<TABLE>
<CAPTION>
Percentage of
Outstanding
Holder No. of Shares Shares
------ -------------- --------------
<S> <C> <C>
Walter H. Annenberg 500,000 0.52%
(Reporting Person)
Leonore Annenberg 8,400 0.01
The Annenberg Foundation 2,000,000 2.09
Trust under Will of
Moses L. Annenberg(1) 1,500,000 1.57
Various Family Trusts(2) 30,010 0.03
---------- --------
4,038,410 shares 4.22%
========== ========
<FN>
---------
(1) For the benefit of certain members of the Annenberg Family including
the Reporting Person.
(2) For the benefit of certain nephews and nieces of the Reporting Person.
</TABLE>
Set forth below is certain information regarding each of the
Holders in addition to the Reporting Person.
1. Leonore Annenberg is the Reporting Person's wife. The Reporting
Person disclaims beneficial ownership of the shares of Common Stock held
by her.
2. The Annenberg Foundation (the "Foundation") is a Pennsylvania
nonprofit stock corporation whose sole shareholder is the Reporting
Person. The Reporting Person is also sole Director, Chairman and
President of the Foundation.
3. The Reporting Person is the sole trustee of the Trust under
Will of Moses L. Annenberg who was the Reporting Person's father. The
Reporting Person presently has a life interest in two-fifteenths of the
income of the Trust under Will of Moses L. Annenberg.
4. The Reporting Person is the sole trustee of various family
trusts for the benefit of certain nephews and nieces of the Reporting
Person.
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(b) In his capacities as sole Director, Chairman and President of
the Foundation, and as sole trustee of the Trust under Will of
Moses L. Annenberg and under the various family Trusts referred
to in Item 5(a) above, the Reporting Person has sole power to
vote, or to direct the vote of, and to dispose of or to direct
the disposition of, all shares of Common Stock reported in this
Statement as held by him, by the Foundation, or by such Trusts
(the "Trusts").
(c) The following table sets forth all transactions in the Common
Stock that were effected during the past sixty days by the Holders named
in response to paragraph (a) of this Item 5:
<TABLE>
<CAPTION>
Purchase No. of Price Per
Holder Date Shares Share*
------ ---------- -------- ---------
<S> <C> <C> <C>
Trust under Will of
Moses L. Annenberg 03/07/96 3,000 $248.250
03/07/96 34,900 248.000
03/07/96 39,300 247.750
03/07/96 18,200 247.500
03/07/96 2,700 247.375
03/07/96 1,900 247.000
<FN>
*Does not include brokers' commission.
</TABLE>
All such transactions were effected in open market transactions on the
New York Stock Exchange.
(d) The Reporting Person has the sole right to receive and the sole
power to direct the receipt of dividends from, and the proceeds from the
sale of, the shares of Common Stock reported herein as held by the
Reporting Person.
Leonore Annenberg has the sole right to receive and the sole
power to direct the receipt of dividends from, and the proceeds from the
sale of, the shares of Common Stock reported herein as held by her.
The Foundation has the sole right to receive and the sole
power to direct the receipt of dividends from, and the proceeds from
the sale of, the shares of Common Stock held by it. The Foundation
makes charitable grants to public charities and, in limited instances,
to other private foundations, and activities involving educational
programs.
The Trusts referred to in paragraph (a) of this Item 5
have in each case the right to receive and, acting through the Reporting
Person in his capacity as sole trustee of each such trust, the sole
power to direct the receipt of dividends from, and the proceeds from
the sale of, the shares of Common Stock respectively held by them.
(e) Not Applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
----------------------------------------------------------------
The following sets forth information regarding relationships among
the persons and entities listed in Item 5(a) as holders of shares of
Common Stock of the Issuer. The Reporting Person is sole shareholder,
Director, Chairman and President of the Foundation and, in those
capacities, has sole power to vote, or to direct the voting of, and to
dispose of, or to direct the disposition of, the shares of Common Stock
held by the Foundation. The Reporting Person is the sole trustee of the
Trust under Will of Moses L. Annenberg and, in that capacity, has sole
power to vote, or to direct the voting of, and to disose of, or to direct
the disposition of, the shares of Common Stock held by such Trust.
Leonore Annenberg is the Reporting Person's wife. In addition the
Reporting Person is the sole trustee of various family Trusts referred
to in Item 5(a) and, in that capacity, has sole power to vote, or to
direct the voting of, and to dispose of, or to direct the disposition
of, the shares of Common Stock held by such Trusts.
Except as described above in this Statement, no contracts,
arrangements, understandings or relationships (legal or otherwise)
exist among the Reporting Person, any Holder, and any other person
with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of such securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
------------------------------------------
(a) Letter Agreement dated March 11, 1994
for Line of Credit and Committed Line
of Credit Note (Previously filed)
(b) Excerpt from Will of Moses L. Annenberg. (Previously filed)
(c) Excerpts from various family Trust instruments.
(Previously filed)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true,
complete and correct.
Dated: May 2, 1996 Walter H. Annenberg
