<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD WITHOUT +
+THE DELIVERY OF A FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS PROSPECTUS +
+SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO +
+SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF +
+THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD +
+BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-10469
Subject to Completion, dated September 17, 1996
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 30, 1996)
LOGO
4,000,000 SHARES
WELLS FARGO & COMPANY
FIXED/ADJUSTABLE RATE NONCUMULATIVE
PREFERRED STOCK, SERIES H
-------------
This Prospectus Supplement relates to 4,000,000 shares of Fixed/Adjustable
Rate Noncumulative Preferred Stock, Series H, $50 liquidation preference per
share (the "Series H Preferred Stock"), of Wells Fargo & Company (the
"Company"). Dividends on the Series H Preferred Stock are payable quarterly on
January 1, April 1, July 1 and October 1 of each year, commencing January 1,
1997, at a rate of % per annum through October 1, 2001. Thereafter, the
dividend rate on the Series H Preferred Stock will be the Applicable Rate from
time to time in effect. The Applicable Rate per annum for any dividend period
beginning October 1, 2001 will be equal to % plus the highest of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate (each as defined herein), as determined in advance of such
dividend period. The Applicable Rate per annum for each dividend period
beginning October 1, 2001 will not be less than % nor greater than %. The
amount of dividends payable in respect of the Series H Preferred Stock will be
adjusted in the event of certain amendments to the Internal Revenue Code of
1986, as amended (the "Code"), in respect of the dividends received deduction.
See "Description of Series H Preferred Stock--Dividends."
The Series H Preferred Stock is redeemable at any time on and after October
1, 2001, at the option of the Company, in whole or in part, at $50 per share
plus accrued and unpaid dividends (whether or not declared) from the
immediately preceding Dividend Payment Date, as defined herein (but without any
cumulation for unpaid dividends for prior dividend periods) to the date fixed
for redemption. The Series H Preferred Stock may also be redeemed prior to
October 1, 2001, in whole, at the option of the Company, in the event of
certain amendments to the Code in respect of the dividends received deduction.
See "Description of Series H Preferred Stock--Redemption." For a description of
the rights and preferences of the Series H Preferred Stock, see "Description of
Series H Preferred Stock."
The shares of Series H Preferred Stock are not deposits or savings accounts
but are equity interests in Wells Fargo & Company and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
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 RELATED PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
================================================================================
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................... $50.00 $ $
- --------------------------------------------------------------------------------
Total................................... $200,000,000 $ $
================================================================================
</TABLE>
(1) Plus accrued dividends, if any, from September , 1996 to the date of
delivery.
(2) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $ .
-------------
The shares of Series H Preferred Stock are offered by the Underwriters,
subject to prior sale, when, as and if issued to and accepted by it and subject
to approval of certain legal matters by counsel for the Underwriters. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the Series H
Preferred Stock will be made on or about September , 1996 at the office of
Lehman Brothers, New York, New York, against payment therefor in immediately
available funds.
LEHMAN BROTHERS
MORGAN STANLEY & CO.
INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
September , 1996
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES H
PREFERRED STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF SERIES H PREFERRED STOCK
The following description of the particular terms of the 4,000,000 shares of
Series H Preferred Stock supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of Preferred
Stock set forth in the accompanying Prospectus, to which description reference
is hereby made. The description of certain provisions of the Series H
Preferred Stock set forth below does not purport to be complete and is subject
to and qualified in its entirety by reference to the provisions of the
Certificate of Designation relating to the Series H Preferred Stock, a form of
which will be filed with the Securities and Exchange Commission at or prior to
the time of sale of the Series H Preferred Stock. Capitalized terms not
defined herein have the meanings assigned to such terms in the Prospectus.
GENERAL
The Series H Preferred Stock is a single series consisting of 4,000,000
shares. The holders of Series H Preferred Stock will have no preemptive
rights. The Series H Preferred Stock will not be convertible into shares of
Common Stock of the Company. The Series H Preferred Stock will be fully paid
and nonassessable.
The Series H Preferred Stock will, on the date of original issuance, rank on
a parity as to payment of dividends and distribution of assets upon
dissolution, liquidation or winding up of the Company with each other
outstanding series of Preferred Stock. See "Description of Preferred Stock" in
the Prospectus. The Series H Preferred Stock, together with each other series
of Preferred Stock, will rank prior to the Common Stock of the Company as to
the payment of dividends and distribution of assets upon dissolution,
liquidation or winding up of the Company.
DIVIDENDS
General. Cash dividends will be payable on each share of Series H Preferred
Stock when, as and if declared by the Board of Directors of the Company or a
duly authorized committee thereof out of the assets of the Company legally
available therefor.
The initial dividend for the dividend period commencing on September ,
1996 to (but excluding) January 1, 1997 will be $ per share and will be
payable on January 1, 1997. Thereafter, dividends on the Series H Preferred
Stock will be payable quarterly, as, if and when declared by the Board of
Directors of the Company on January 1, April 1, July 1 and October 1 of each
year (each a "Dividend Payment Date") at the annual rate of % or $ per
share through October 1, 2001. After October 1, 2001, dividends on the Series
H Preferred Stock will be payable on each Dividend Payment Date, as, if and
when declared by the Board of Directors of the Company at the Applicable Rate
from time to time in effect. The Applicable Rate per annum for each dividend
period beginning October 1, 2001 will be equal to % plus the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined below under "Adjustable Rate
Dividends"), as determined in advance of such dividend period. The Applicable
Rate per annum for each dividend period beginning October 1, 2001, will not be
less than % nor greater than % (without taking into account any
adjustments as described below under "Changes in the Dividends Received
Percentage").
If a Dividend Payment Date is not a business day, dividends (if declared) on
the Series H Preferred Stock will be paid on the next business day, without
interest. A dividend period with respect to a Dividend Payment Date is the
period commencing on the preceding Dividend Payment Date and ending on the day
immediately prior to the next Dividend Payment Date. Dividends will be payable
to holders of record as they appear on the stock books of the Company on the
record date fixed by the Board of Directors of the Company. The record date
will be between 15 and 30 days preceding the associated Dividend Payment Date.
S-2
<PAGE>
Dividends on the Series H Preferred Stock will not be cumulative and no rights
will accrue to the holders of the Series H Preferred Stock if the Company
fails to declare one or more dividends on the Series H Preferred Stock in any
amount, whether or not the earnings or financial condition of the Company were
sufficient to pay such dividends in whole or in part except as stated in the
Prospectus under "Description of Preferred Stock--Voting Rights."
Adjustable Rate Dividends. The "Applicable Rate" per annum for each dividend
period beginning October 1, 2001 will be equal to % plus the Effective Rate
(as defined below) for such dividend period, but not less than % nor greater
than % (without taking into account any adjustments as described below under
"Changes in the Dividends Received Percentage") except as provided below in
this paragraph. The "Effective Rate" for each dividend period beginning
October 1, 2001 will be equal to the highest of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate
(each as defined below) for such dividend period. In the event that the
Company determines in good faith that for any reason: (i) any one of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate cannot be determined for any dividend period, then the
Effective Rate for such dividend period will be equal to the higher of
whichever two of such rates can be so determined; (ii) only one of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year
Constant Maturity Rate can be determined for any dividend period, then the
Effective Rate for such dividend period will be equal to whichever one of such
rates as can be so determined; or (iii) none of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can
be determined for any dividend period, then the Effective Rate for the
preceding dividend period will be continued for the succeeding dividend
period.
The "Treasury Bill Rate" will be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period (as defined below)) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board (as defined below) during the
Calendar Period immediately preceding the last ten calendar days preceding the
dividend period for which the dividend rate on the Series H Preferred Stock is
being determined, except as described below in this paragraph. In the event
that the Federal Reserve Board does not publish such a weekly per annum market
discount rate during any such Calendar Period, then the Treasury Bill Rate for
such dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant Calendar
Period) for three-month U.S. Treasury bills, as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event that a per annum
market discount rate for three-month U.S. Treasury bills is not published by
the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per
annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for all of the U.S. Treasury bills then having
remaining maturities of not less than 80 nor more than 100 days, as published
during such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board does not publish such rates, by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Company. In the event
that the Company determines in good faith that for any reason no such U.S.
Treasury bill rates are published as provided above during such Calendar
Period, then the Treasury Bill Rate for such dividend period will be the
arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a remaining maturity of not
less than 80 nor more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Company by
at least three recognized dealers in U.S. Government securities selected by
the Company. In the event that the Company determines in good faith that for
any reason the Company cannot determine the Treasury Bill Rate for any
dividend period as provided above in this paragraph, the Treasury Bill Rate
for such dividend period will be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar Period
for each of the issues of marketable interest-bearing U.S. Treasury securities
with a remaining maturity
S-3
<PAGE>
of not less than 80 or more than 100 days, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations are not
generally available) to the Company by at least three recognized dealers in
U.S. Government securities selected by the Company.
The "Ten Year Constant Maturity Rate" will be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (as defined below)
(or the one weekly per annum Ten Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the dividend period for which the dividend
rate on the Series H Preferred Stock is being determined, except as described
below in this paragraph. In the event that the Federal Reserve Board does not
publish such a weekly per annum Ten Year Average Yield during such Calendar
Period, then the Ten Year Constant Maturity Rate for such dividend period will
be the arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield, if only
one such yield is published during the relevant Calendar Period), as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that a
per annum Ten Year Average Yield is not published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent weekly
per annum average yields to maturity (or the one weekly per annum average
yield to maturity, if only one such yield is published during the relevant
Calendar Period) for all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities (as defined below))
then having remaining maturities of not less than eight nor more than twelve
years, as published during such Calendar Period by the Federal Reserve Board
or, if the Federal Reserve Board does not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that the Company determines in good faith that for any
reason the Company cannot determine the Ten Year Constant Maturity Rate for
any dividend period as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic average
of the per annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than twelve years from the
date of each such quotation, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not generally
available) to the Company by at least three recognized dealers in U.S.
Government securities selected by the Company.
The "Thirty Year Constant Maturity Rate" will be the arithmetic average of
the two most recent weekly per annum Thirty Year Average Yields (as defined
below) (or the one weekly per annum Thirty Year Average Yield, if only one
such yield is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the dividend period for which
the dividend rate on the Series H Preferred Stock is being determined, except
as described below in this paragraph. In the event that the Federal Reserve
Board does not publish such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year Constant Maturity Rate for
such dividend period will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (or the one weekly per annum
Thirty Year Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that a per annum Thirty Year Average
Yield is not published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar
Period, then the Thirty Year Constant Maturity Rate for such dividend period
will be the arithmetic average of the two most recent weekly per annum average
yields to maturity (or the one weekly per annum average yield to maturity, if
only one such yield is published during the relevant Calendar Period) for all
of the actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) then having remaining maturities of not less
than twenty-eight nor more than thirty years, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or by any U.S.
Government
S-4
<PAGE>
department or agency selected by the Company. In the event that the Company
determines in good faith that for any reason the Company cannot determine the
Thirty Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, then the Thirty Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the per annum average yields
to maturity based upon the closing bids during such Calendar Period for each
of the issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date not less
than twenty-eight nor more than thirty years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to the
Company by at least three recognized dealers in U.S. Government securities
selected by the Company.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate will each be rounded to the nearest five
hundredths of a percent.
The Applicable Rate with respect to each dividend period beginning October
1, 2001 will be calculated as promptly as practicable by the Company according
to the appropriate method described above. The Company will cause notice of
the Applicable Rate for the next dividend period to be enclosed with each
dividend payment check mailed to the holders of Series H Preferred Stock.
As used above, the term "Calendar Period" means a period of fourteen
calendar days; the term "Federal Reserve Board" means the Board of Governors
of the Federal Reserve System; the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to the holder
and are priced to reflect such tax benefits or which were originally issued at
a deep or substantial discount; the term "Ten Year Average Yield" means the
average yield to maturity for actively traded marketable U.S. Treasury fixed
interest rate securities (adjusted to constant maturities of ten years); and
the term "Thirty Year Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of thirty years).
Changes in the Dividends Received Percentage. If one or more amendments to
the Internal Revenue Code of 1986, as amended (the "Code"), are enacted which
change the percentage of the dividends received deduction (currently 70%) as
specified in Section 243(a)(1) of the Code or any successor provision (the
"Dividends Received Percentage"), the amount of each dividend on each share of
the Series H Preferred Stock for dividend payments made on or after the date
of enactment of such change will be adjusted by multiplying the amount of the
dividend payable determined as described above under "Dividends" (before
adjustment) by a factor, which will be the number determined in accordance
with the following formula (the "DRD Formula"), and rounding the result to the
nearest cent:
1-[.35 (1-.70)]
---------------------
1-[.35 (1-DRP)]
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question. No amendment to the Code,
other than a change in the percentage of the dividends received deduction set
forth in Section 243(a)(1) of the Code or any successor provision, will give
rise to an adjustment. Notwithstanding the foregoing provisions, in the event
that, with respect to any such amendment, the Company will receive either an
unqualified opinion of nationally recognized independent tax counsel selected
by the Company or a private letter ruling or similar form of authorization
from the Internal Revenue Service to the effect that such an amendment would
not apply to dividends payable on the Series H Preferred Stock, then any such
amendment will not result in the adjustment provided for pursuant to the DRD
Formula. The opinion referenced in the previous sentence will be based upon a
specific exception in the legislation amending the DRP or upon a published
pronouncement of the Internal Revenue Service addressing such legislation.
Unless the context otherwise requires, references to dividends in this
Prospectus Supplement will mean dividends as
S-5
<PAGE>
adjusted by the DRD Formula. The Company's calculation of the dividends
payable as so adjusted and as certified accurate as to calculation and
reasonable as to method by the independent certified public accountants then
regularly engaged by the Company, will be final and not subject to review.
If any amendment to the Code which reduces the Dividends Received Percentage
is enacted after a record date or before the next Dividend Payment Date, the
amount of dividend payable on such Dividend Payment Date will not be
increased; but instead, an amount, equal to the excess of (x) the product of
the dividends paid by the Company on such Dividend Payment Date and the DRD
Formula (where the DRP used in the DRD Formula would be equal to the reduced
Dividends Received Percentage) and (y) the dividends paid by the Company on
such Dividend Payment Date, will be payable (if declared) to holders of record
on the next succeeding Dividend Payment Date in addition to any other amounts
payable on such date.
In addition, if prior to March 31, 1997, an amendment to the Code is enacted
that reduces the Dividends Received Percentage and such reduction
retroactively applies to a Dividend Payment Date as to which the Company
previously paid dividends on the Series H Preferred Stock (each an "Affected
Dividend Payment Date"), the Company will pay (if declared) additional
dividends (the "Additional Dividends") on the next succeeding Dividend Payment
Date (or if such amendment is enacted after the dividend payable on such
Dividend Payment Date has been declared, on the second succeeding Dividend
Payment Date following the date of enactment) to holders of record on such
succeeding Dividend Payment Date in an amount equal to the excess of (x) the
product of the dividends paid by the Company on each Affected Dividend Payment
Date and the DRD Formula (where the DRP used in the DRD Formula would be equal
to the Dividends Received Percentage applied to each Affected Dividend Payment
Date) and (y) the dividends paid by the Company on each Affected Dividend
Payment Date.
Additional Dividends will not be paid as a result of the enactment of any
amendment to the Code on or after March 31, 1997 which retroactively reduces
the Dividends Received Percentage, or if prior to March 31, 1997, such
amendment would not result in an adjustment due to the Company having received
either an opinion of counsel or tax ruling referred to in the third preceding
paragraph. The Company will only make one payment of Additional Dividends.
In the event that the amount of dividend payable per share of the Series H
Preferred Stock will be adjusted pursuant to the DRD Formula and/or Additional
Dividends are to be paid, the Company will cause notice of each such
adjustment and, if applicable, any Additional Dividends, to be sent to the
holders of the Series H Preferred Stock with the payment of dividends on the
next Dividend Payment Date after the date of such adjustment.
If the Dividends Received Percentage is reduced to 40% or less, the Company
may at its option, redeem the Series H Preferred Stock as a whole but not in
part as described below. See "Redemption." See also "Recent Tax Proposals" for
a discussion of certain Proposals (as defined below) to reduce the Dividends
Received Percentage.
LIQUIDATION PREFERENCE
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of shares of Series H Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made on the
Company's Common Stock or any other class or series of stock of the Company
ranking junior to the Series H Preferred Stock upon liquidation, liquidating
distributions in the amount of $50 per share, plus an amount equal to the sum
of all accrued and unpaid dividends (whether or not earned or declared) for
the then-current dividend period and all dividend periods prior thereto. See
"Description of Preferred Stock--Liquidation Preference" in the accompanying
Prospectus.
S-6
<PAGE>
VOTING RIGHTS
The holders of shares of Series H Preferred Stock will not be entitled to
vote, except as described in the accompanying Prospectus, or as expressly
required by applicable law.
REDEMPTION
Prior to October 1, 2001, the Series H Preferred Stock is not redeemable,
except under certain limited circumstances as described below. On or after
such date, each share of Series H Preferred Stock will be redeemable, in whole
or in part, at the option of the Company, at any time and from time to time
upon not less than thirty nor more than sixty days' notice, at $50 per share,
plus accrued and unpaid dividends (whether or not declared) from the preceding
Dividend Payment Date (but without any cumulation for unpaid dividends for
prior dividend periods on the Series H Preferred Stock) to the date fixed for
redemption, including any increase in dividends payable due to changes in the
Dividends Received Percentage and Additional Dividends.
However, if the Dividends Received Percentage is equal to or less than 40%
and, as a result, the amount of dividends on the Series H Preferred Stock
payable on any Dividend Payment Date will be or is adjusted upwards as
described above under "Changes in the Dividends Received Percentage," the
Company, at its option, may redeem all, but not less than all, of the
outstanding shares of the Series H Preferred Stock notwithstanding the
preceding paragraph, provided that within sixty days of the date on which an
amendment to the Code is enacted which reduces the Dividends Received
Percentage to 40% or less, the Company sends notice to holders of the Series H
Preferred Stock of such redemption. Any redemption of the Series H Preferred
Stock pursuant to this paragraph will take place on the date specified in the
notice, which will not be less than thirty nor more than sixty days' from the
date such notice is sent to holders of the Series H Preferred Stock. Any
redemption of the Series H Preferred Stock will be at the applicable
redemption price set forth in the following table, in each case plus accrued
and unpaid dividends (whether or not declared) thereon from the immediately
preceding Dividend Payment Date (but without any cumulation for unpaid
dividends for prior dividend periods on the Series H Preferred Stock) to the
date fixed for redemption, including any increase in dividends payable due to
changes in the Dividends Received Percentage and Additional Dividends.
<TABLE>
<CAPTION>
REDEMPTION PRICE
REDEMPTION PERIOD PER SHARE
----------------- ----------------
<S> <C>
September , 1996 to September 30, 1997.................. $52.50
October 1, 1997 to September 30, 1998.................... 52.00
October 1, 1998 to September 30, 1999.................... 51.50
October 1, 1999 to September 30, 2000.................... 51.00
October 1, 2000 to September 30, 2001.................... 50.50
On or after October 1, 2001.............................. 50.00
</TABLE>
In addition, if the holders of the shares of the Series H Preferred Stock
are entitled to vote upon or consent to a merger or consolidation of the
Company, and if the Company offers to purchase all of the outstanding shares
of the Series H Preferred Stock (the "Offer"), then each holder of Series H
Preferred Stock who does not sell their shares of Series H Preferred Stock
pursuant to the Offer shall be deemed irrevocably to have voted or consented
all shares of Series H Preferred Stock owned by such holder in favor of the
merger or consolidation of the Company without any further action by the
holder. The Offer shall be at a price of $50 per share, together with accrued
and unpaid dividends, if any, from the immediately preceding dividend payment
date (but without any cumulation for unpaid dividends for prior Dividend
Periods on the Series H Preferred Stock) to the date fixed for redemption,
including any increase in dividends payable due to increases in the Dividends
Received Percentage and Additional Dividends. The Offer must remain open for
acceptance for a period of at least 30 days.
Under certain circumstances, the Company may need the approval of the
Federal Reserve Board prior to exercising its right to redeem shares of Series
H Preferred Stock.
S-7
<PAGE>
Holders of Series H Preferred Stock will have no right to require redemption
of the Series H Preferred Stock.
The Series H Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions.
Transfer Agent And Registrar. First Chicago Trust Company of New York will
be the transfer agent, registrar, dividend disbursing agent and redemption
agent for the Series H Preferred Stock.
RECENT TAX PROPOSALS
On March 19, 1996, the Clinton Administration released a budget plan for the
fiscal year 1997 that includes certain tax proposals that may affect holders
of the Series H Preferred Stock. On August 27, 1996, the Clinton
Administration issued additional tax legislative proposals. (The various
Clinton Administrative legislative proposals are referred to hereinafter as
the "Proposals.")
Under the Proposals, the Dividends Received Percentage that is currently
available to corporate shareholders for certain dividends received from
another corporation in which the shareholder owns less than a 20% interest (by
vote and value) would be reduced from 70% to 50%. As proposed, this provision
would be effective for dividends paid after 30 days from the enactment of the
provision. In addition, under the Proposals, the dividends received deduction
would be eliminated for "certain debt-like preferred stock" (including
adjustable rate preferred stock). As proposed, this provision would be
effective for shares issued after the date of enactment. Thus, if enacted as
currently proposed, the Proposal to eliminate the Dividends Received Deduction
for certain preferred stock would not apply to the Series H Preferred Stock.
Furthermore, under current law, the dividends received deduction is allowed to
a corporate shareholder only if the shareholder satisfies a 46-day holding
period for the dividend-paying stock (or a 91-day period for certain dividends
on preferred stock). The Proposals provide that a taxpayer is not entitled to
a dividends received deduction if the taxpayer's holding period for the
dividend-paying stock is not satisfied over a period immediately before or
immediately after the taxpayer becomes entitled to receive the dividend.
To the extent the Dividends Received Percentage is changed, the amount of
dividends payable per share may be adjusted as described under "Description of
Series H Preferred Stock--Dividends--Changes in the Dividends Received
Percentage" and the Company may have the right to redeem the Series H
Preferred Stock as described under "Description of Series H Preferred Stock--
Redemption." Due to the inherently uncertain nature of proposed changes to the
tax law such as the Proposals, there can be no assurance as to whether, or in
what form, the Proposals may be enacted into law, as to the effective dates of
any such changes to the law or as to the effect of any changes to the law on
the holders of the Series H Preferred Stock. See "Description of Series H
Preferred Stock--Dividends--Changes in the Dividends Received Percentage" and
"--Redemption."
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to Lehman
Brothers Inc., Morgan Stanley & Co. Incorporated, and Donaldson, Lufkin &
Jenrette Securities Corporation (collectively, the "Underwriters") and the
Underwriters have agreed to purchase the number of shares of Series H
Preferred Stock set forth below. In the Underwriting Agreement, the
Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Series H Preferred Stock offered
hereby if any of the Series H Preferred Stock is purchased.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Lehman Brothers Inc.............................................
Morgan Stanley & Co. Incorporated...............................
Donaldson, Lufkin & Jenrette Securities Corporation.............
Total....................................................... 4,000,000
=========
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Series H Preferred Stock 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 $ per share of
Series H Preferred Stock. The Underwriters may allow, and such dealers may
reallow, a discount not in excess of $ per share of Series H Preferred Stock
to certain other dealers. After the initial offering, the public offering
price, concession and discount may be changed.
The Company has not applied for listing of the Series H Preferred Stock on a
national securities exchange, but has been advised by the Underwriters that
they intend to make a market in the Series H Preferred Stock, as permitted by
applicable laws and regulations. The Underwriters will have no obligation to
make a market in the Series H Preferred Stock, however, and may cease market-
making activities, if commenced, at any time. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, the Series H Preferred
Stock.
The Company has agreed to indemnify the Underwriters against, or contribute
to payments that the Underwriters may be required to make in respect of,
certain liabilities, including liabilities under the Securities Act of 1933,
as amended.
The Underwriters may engage in transactions with and perform services for
the Company in the ordinary course of business.
S-9
<PAGE>
$3,500,000,000
WELLS FARGO & COMPANY
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
WELLS FARGO & COMPANY (the "Company") intends to offer and sell from time to
time its debt securities (the "Notes") and its Preferred Stock, $5.00 par value
("Preferred Stock"), with an aggregate public offering price of $3,500,000,000
(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 ACCU-
RACY 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 30, 1996
<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 or therein is correct as of any time subsequent to the
date hereof or thereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Act") and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"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. Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. 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,
1995, (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1996; (iii) the Company's Current Reports on Form 8-K
filed on January 16, January 24, January 31, February 29, April 1, April 5,
April 10, April 16, July 16 and August 9, 1996 and (iv) 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. 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.
2
<PAGE>
WELLS FARGO & COMPANY
Wells Fargo & Company ("Company") is a bank holding company registered under
the Bank Holding Company Act of 1956, as amended. On April 1, 1996, the
Company completed its acquisition of First Interstate Bancorp ("First
Interstate"). On the basis of assets as of June 30, 1996, the Company was the
ninth largest bank holding company in the United States. As of June 30, 1996,
the Company had loans of $70.5 billion, total assets of $108.6 billion, total
deposits of $83.9 billion and stockholders' equity of $15.0 billion. Its
principal subsidiary is Wells Fargo Bank, National Association (the "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,
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.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges and the historical ratios of earnings to fixed charges and preferred
stock dividends of the Company for the periods indicated:
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1996 JUNE 30, 1996 1995 1994 1993 1992 1991
------------- ---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated Ratios of
Earnings to Fixed
Charges /1/,/3/
Including interest on
deposits.............. 2.11 2.19 2.19 2.20 1.90 1.33 1.02
Excluding interest on
deposits.............. 5.73 5.55 4.56 5.04 4.53 2.56 1.10
Consolidated Ratios of
Earnings to Fixed
Charges and Preferred
Stock
Dividends /1/,/2/,/3/
Including interest on
deposits.............. 2.00 2.08 2.09 2.07 1.77 1.26 1.00
Excluding interest on
deposits.............. 4.58 4.59 3.99 4.18 3.51 2.02 1.01
</TABLE>
- --------
/1/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.
/2/The preferred stock dividends are increased to amounts representing the
pretax earnings required to cover such dividends.
/3/These computations are included herein in compliance with Securities and
Exchange Commission regulations. However, management believes the 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.
3
<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 The Chase Manhattan Bank
(formerly known as 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 heretofore 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 considerations applicable to such perpetual or discounted Notes
will be described in the Prospectus Supplement relating thereto.
4
<PAGE>
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 certain 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 June 30, 1996, there was $2.6
billion of Senior Indebtedness of the Company and $2.6 billion of obligations
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
5
<PAGE>
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 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
6
<PAGE>
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 the Bank to issue, sell, transfer, assign, pledge or otherwise
dispose of any shares of Capital Stock of any class of the Bank or any
securities convertible or exchangeable into shares of Capital Stock of any
class of the Bank, unless, after giving effect to such transaction and to
shares issuable upon conversion or exchange of outstanding securities
convertible or exchangeable into such Capital Stock (including such
securities, if any, which may be the subject of such transaction), at least
80% of the outstanding shares of Capital Stock of each class of the Bank shall
be owned at that time directly or indirectly by the Company; and (ii) the
Company will not permit the Bank to merge or consolidate or convey or transfer
all or substantially all of its assets, unless at least 80% of the outstanding
shares of Capital Stock of each class (after giving effect to such transaction
and to shares issuable upon conversion or exchange of outstanding securities
convertible or exchangeable into Capital Stock, including such securities, if
any, which may be issued in such transaction) of the surviving corporation in
the case of merger or consolidation or of the transferee corporation in the
case of a conveyance or transfer shall be owned at that time directly or
indirectly by the Company (Section 4.07 of the Senior Indenture). There is no
similar covenant in the Subordinated Indenture.
EVENTS OF DEFAULT
An Event of Default with respect to any series of Senior Notes is defined in
the Senior Indenture as being: (a) default for 30 days in payment of any
installment of interest on Senior Notes of such series; (b) default in payment
of any principal on Senior Notes of such series; (c) default by the Company in
performance in any material respect of any of the covenants or agreements in
the Senior Notes or in the Senior Indenture specifically contained therein for
the benefit of the Senior Notes of such series which shall not have been
remedied for a
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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 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 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
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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).
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
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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
The Chase Manhattan Bank (formerly known as Chemical Bank) is the successor
Trustee under the Senior Indenture. Notices to the Senior Trustee should be
directed to The Chase Manhattan 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 established 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 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
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Prospectus, the Company had five series of Preferred Stock outstanding
consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock,
Series B ("Adjustable Rate Preferred Stock"), 477,500 shares of 9% Preferred
Stock, Series C ("9% Preferred Stock") represented by 9,550,000 Depositary
Shares each representing a one-twentieth interest in a share of 9% Preferred
Stock, 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, 1,000,000
shares of 9 7/8% Preferred Stock, Series F ("9 7/8% Preferred Stock")
represented by 8,000,000 Depositary Shares each representing a one-eighth
interest in a share of 9 7/8% Preferred Stock and 750,000 shares of 9%
Preferred Stock, Series G ("9% Series G Preferred Stock" and together with the
9 7/8% Preferred Stock, the "New Wells Fargo Preferred Stock") represented by
6,000,000 Depositary Shares each representing a one-eighth interest in a share
of 9% Series G Preferred Stock. The Adjustable Rate Preferred Stock has a
liquidation preference of $50 per share, the Fixed Rate Preferred Stock has a
liquidation preference of $500 per share or $25 per Depositary Share and the
New Wells Fargo Preferred Stock has a liquidation preference of $200 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, the Fixed Rate Preferred Stock and the
New Wells Fargo Preferred Stock.
The Prospectus Supplement will set forth the following specific terms
regarding the series of Preferred Stock offered thereby: (i) the designation,
number of shares and liquidation preference per share; (ii) the initial public
offering price; (iii) the dividend rate or rates, or the method of determining
the dividend rate or rates; (iv) the index, if any, upon which the amount of
dividends, if any, is determined; (v) the dates on which dividends, if any,
will accrue and be payable and the designated record dates for determining the
holders entitled to such dividends; (vi) any redemption or sinking fund
provisions; (vii) any conversion or exchange provisions; (viii) whether the
Company has elected to offer Depositary Shares as described under "Description
of Depositary Shares"; (ix) provisions for issuance of global securities; (x)
the currency (which may be composite currency) in which payment of dividends,
if any, shall be payable if other than United States dollars; (xi) voting
rights, if different from those described under "Description of Preferred
Stock--Voting Rights"; and (xii) any additional terms, preferences or rights.
As described under "Description of Depositary Shares," the Company may, at
its option, elect to offer depositary shares ("Depositary Shares") evidenced
by depositary receipts ("Depositary Receipts"), each representing a fractional
interest (to be specified in the Prospectus Supplement relating to the
particular series of the Preferred Stock) in a share of the particular series
of the Preferred Stock issued and deposited with a Depositary (as defined
below).
Under regulations adopted by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), if the holders of shares of any series
of preferred stock of the Company become entitled to vote for the election of
directors because the Board of Directors of the Company has failed to declare
or pay dividends on such series (see "Description of Preferred Stock Voting
Rights"), such series may then be deemed a class of "voting securities" and a
holder of 25 percent or more of such series (or a holder of five percent or
more if it otherwise exercises a "controlling influence" over the Company) may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956, as amended. In addition, at such time as
such series is deemed a class of voting securities, any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire five percent or more of such series and any person other than
a bank holding company may be required to obtain the prior approval of the
Federal Reserve Board to acquire ten percent or more of such series.
The shares of Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for the Preferred Stock will be specified in the Prospectus Supplement
relating thereto.
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DIVIDENDS
The holders of the Preferred Stock of each series will be entitled to
receive, when, as and if declared by the Board of Directors of the Company,
out of funds legally available therefor, cumulative or non-cumulative cash or
other dividends at such rate or rates and on such dates as will be set forth
in the Prospectus Supplement relating to such series. Such rates may be fixed
or variable or both. If variable, the formula used for determining the
dividend rate for each dividend period will be set forth in the Prospectus
Supplement. Dividends will be payable to the holders of record as they appear
on the stock books of the Company on such record dates as will be fixed by the
Board of Directors of the Company and specified in the Prospectus Supplement.
If the Board of Directors of the Company fails to declare a dividend payable
on a dividend payment date on any series of the Preferred Stock for which
dividends are noncumulative ("Noncumulative Preferred Stock"), then the
holders of such series of the Preferred Stock will have no right to receive a
dividend in respect of the dividend period ending on such dividend payment
date, and the Company will have no obligation to pay a dividend for such
period, whether or not dividends on such series are declared payable on any
future dividend payment dates.
No dividends may be declared in respect of any dividend period on any other
series or class of preferred stock ranking on a parity as to dividends with
the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred
Stock or New Wells Fargo 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, the Fixed Rate
Preferred Stock and the New Wells Fargo 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, Fixed Rate Preferred Stock or New
Wells Fargo 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, Fixed Rate Preferred Stock or New Wells Fargo
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, Fixed Rate Preferred Stock and New Wells
Fargo 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, the New Wells
Fargo 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, New Wells Fargo
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, New Wells Fargo Preferred Stock and such other preferred
stock shall in all cases bear to each other the same ratio that accrued
dividends per share (which, in the case of Noncumulative Preferred Stock,
shall not include any accumulation in respect of unpaid dividends for prior
dividend periods) on shares of each series of the Preferred Stock, Adjustable
Rate Preferred Stock, Fixed Rate Preferred Stock, New Wells Fargo 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.
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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 (and, in the case of New Wells
Fargo Preferred Stock, not less than 40 nor more than 60 days' notice), to the
respective addresses of such holders as the same shall appear on the Company's
stock books. Each such notice shall state: (i) the redemption date; (ii) the
number of shares and series of the Preferred Stock to be redeemed; (iii) the
redemption price and the manner in which such redemption price is to be paid
and delivered; (iv) the place or places where certificates for such shares of
Preferred Stock are to be surrendered for payment of the redemption price; and
(v) that dividends on the shares to be redeemed will cease to accrue on such
redemption date. If fewer than all shares of any series of the Preferred Stock
held by any holder are to be redeemed, the notice mailed to such holder shall
also specify the number of shares to be redeemed from such holder.
If notice of redemption has been given, from and after the redemption date
for the shares of the series of the Preferred Stock called for redemption
(unless default shall be made by the Company in providing money for the
payment of the redemption price of the shares so called for redemption),
dividends on the shares of Preferred Stock so called for redemption will cease
to accrue, any right to convert the shares of Preferred Stock will terminate,
such shares will no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Company (except the right to receive
the redemption price) will cease. Upon surrender in accordance with such
notice of the certificates representing any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the Company
will so require and the notice shall so state), the redemption price set forth
above will be paid out of funds provided by the Company. If fewer than all of
the shares represented by any such certificate are redeemed, a new certificate
will be issued representing the unredeemed shares without cost to the holder
thereof.
LIQUIDATION PREFERENCE
Upon any liquidation, dissolution or winding up of the Company, the holders
of shares of each series of Preferred Stock and of the Adjustable Rate
Preferred Stock, the Fixed Rate Preferred Stock and the New Wells Fargo
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, Fixed Rate Preferred Stock and
New Wells Fargo 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, Fixed Rate Preferred Stock and New
Wells Fargo 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,
Fixed Rate Preferred Stock and New Wells Fargo 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
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preferential amounts to which they are entitled. After payment to the holders
of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock,
Fixed Rate Preferred Stock and New Wells Fargo 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, Fixed Rate
Preferred Stock and New Wells Fargo 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,
Fixed Rate Preferred Stock or New Wells Fargo 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, Fixed Rate Preferred Stock
or New Wells Fargo Preferred Stock (voting as a class with all other affected
series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate
Preferred Stock and New Wells Fargo 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, Fixed
Rate Preferred Stock or New Wells Fargo 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, Fixed Rate
Preferred Stock and New Wells Fargo 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, Fixed Rate Preferred Stock
and New Wells Fargo Preferred Stock shall terminate immediately upon the
termination of the right of the holders of Preferred Stock, Adjustable Rate
Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred
Stock to vote for directors.
14
<PAGE>
So long as any shares of Preferred Stock, Adjustable Rate Preferred Stock,
Fixed Rate Preferred Stock and New Wells Fargo 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, Fixed Rate Preferred Stock and New Wells
Fargo 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, Fixed
Rate Preferred Stock and New Wells Fargo 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, Fixed Rate Preferred Stock and New Wells Fargo 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, Fixed Rate Preferred Stock
or New Wells Fargo 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, Fixed Rate Preferred
Stock or New Wells Fargo 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).
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
15
<PAGE>
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,
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.
16
<PAGE>
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.
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.
17
<PAGE>
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 five 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, 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,
1,000,000 shares of 9 7/8% Preferred Stock, Series F represented by 8,000,000
Depositary Shares each representing a one-eighth interest in a share of 9 7/8%
Preferred Stock and 750,000 shares of 9% Preferred Stock, Series G represented
by 6,000,000 Depositary Shares each representing a one-eighth interest in a
share of 9% Series G Preferred Stock. The Adjustable Rate Preferred Stock has
a liquidation preference of $50 per share, the Fixed Rate Preferred Stock has
a liquidation preference of $500 per share or $25 per Depositary Share and the
New Wells Fargo Preferred Stock has a liquidation preference of $200 per share
or $25 per Depositary Share. Unless full cumulative dividends on the Preferred
Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New
Wells Fargo 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, Fixed
Rate Preferred Stock or New Wells Fargo Preferred Stock, including the Common
Stock. Whenever the Board of Directors of the Company shall have failed to
declare and pay dividends on any series of Preferred Stock, Adjustable Rate
Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo 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, Fixed Rate
Preferred Stock or New Wells Fargo Preferred Stock (voting as a class with all
other affected series of Preferred Stock, Adjustable Rate Preferred Stock,
Fixed Rate Preferred Stock or New Wells Fargo 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, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock have been
fully paid or set apart for payment. The holders of Preferred Stock,
Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells
Fargo 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, Fixed Rate Preferred
Stock and New Wells Fargo Preferred Stock plus an amount equal to all accrued
and unpaid dividends thereon.
18
<PAGE>
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 LLP, San Francisco, for the
underwriters, if any, by Davis Polk & Wardwell, New York City and for the
agents, if any, by Brown & Wood LLP, San Francisco. Davis Polk & Wardwell may
rely on the opinion of Brobeck, Phleger & Harrison LLP as to matters of
California law. Davis Polk & Wardwell represents the Company from time to
time.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1995
and 1994 and for each of the 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 LLP, 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 period ended December 31,
1995 incorporated by reference herein have been incorporated by reference
herein in reliance upon the report of Ernst & Young LLP, independent auditors,
incorporated by reference herein, given upon the authority of said firm as
experts in accounting and auditing.
19
<PAGE>
LOGO
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No dealer, salesman or other person has been authorized to give any informa-
tion or to make any representations other than those contained in this Prelimi-
nary Prospectus Supplement or the Prospectus in connection with the offer made
by this Preliminary Prospectus Supplement and the Prospectus. If given or made,
such information or representations must not be relied upon as having been au-
thorized by the Company or by the Underwriters. Neither the delivery of this
Preliminary Prospectus Supplement and the Prospectus nor any sale made hereun-
der and thereunder shall under any circumstances create an implication that
there has been no change in the affairs of the Company since the date hereof.
This Preliminary Prospectus Supplement and the Prospectus do not constitute an
offer or solicitation by anyone in any state in which such offer or solicita-
tion is not authorized or in which the person making such offer or solicitation
is not qualified to do so or to anyone to whom it is unlawful to make such of-
fer or solicitation.
-----------------
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Description of Series H Preferred Stock.................................... S-2
Recent Tax Proposals....................................................... S-8
Underwriting............................................................... S-9
Prospectus
Available Information...................................................... 2
Incorporation of Certain Documents by
Reference................................................................. 2
Wells Fargo & Company...................................................... 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Notes....................................................... 4
Description of Preferred Stock............................................. 10
Description of Depositary Shares........................................... 15
Description of Capital Stock............................................... 18
Plan of Distribution....................................................... 19
Legal Opinions............................................................. 19
Experts.................................................................... 19
</TABLE>
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4,000,000 SHARES
LOGO
WELLS FARGO & COMPANY
FIXED/ADJUSTABLE RATE
NONCUMULATIVE
PREFERRED STOCK,
SERIES H
-----------------
PROSPECTUS SUPPLEMENT
September , 1996
-----------------
Lehman Brothers
Morgan Stanley & Co.
Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
================================================================================
