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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) NOVEMBER 2, 1998
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WFC HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6214 41-1921346
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163
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(Address of principal executive offices and zip code)
1-800-411-4932
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(Registrant's telephone number, including area code)
WELLS FARGO & COMPANY
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective November 2, 1998, Wells Fargo & Company ("Former Wells
Fargo") merged with and into WFC Holdings Corporation (the "Corporation"),
a Delaware corporation and a wholly-owned subsidiary of Norwest Corporation
("Norwest"), with the Corporation as the surviving corporation. Also, in
conjunction with the merger, Norwest changed its name to "Wells Fargo &
Company."
The merger was consummated pursuant to an Agreement and Plan of Merger,
by and among Former Wells Fargo, Norwest and the Corporation dated as of
June 7, 1998, and amended and restated as of September 10, 1998 (the
"Agreement"). Pursuant to the Agreement, upon consummation of the merger on
November 2, 1998, each share of Former Wells Fargo common stock was converted
into the right to receive ten shares of Norwest common stock. A copy of the
press release announcing the close of the merger transaction is filed as
Exhibit 99(a) to this Current Report on Form 8-K.
The Joint Proxy Statement/Prospectus dated September 11, 1998 of Norwest
and Former Wells Fargo, forming a part of Norwest's Registration Statement
on Form S-4 (Registration No. 333-63247), sets forth additional information
regarding the merger, including a description of the transaction, information
concerning Norwest and Former Wells Fargo and the intended structure and
operation of the combined company created by the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Former Wells Fargo as of December 31,
1997 and 1996 and for each of the three years ended December 31, 1997,
1996 and 1995 are incorporated by reference to Norwest's Registration
Statement on Form S-4 (Registration No. 333-63247). The financial
statements of Former Wells Fargo as of September 30, 1998 and 1997 and
for the nine months ended September 30, 1998 and 1997 are incorporated
by reference to Former Wells Fargo's Current Report on Form 8-K
(Commission File 1-6214) dated and filed October 20, 1998.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma condensed combined financial information for
each of the three years ended December 31, 1997, 1996 and 1995 is
incorporated by reference to Norwest's Registration Statement on Form
S-4 (Registration No. 333-63247). The unaudited pro forma condensed
combined financial information as of September 30, 1998 and for the
nine months ended September 30, 1998 and 1997 is incorporated by
reference to Norwest's Current Report on Form 8-K (Commission File
1-2979) dated November 2, 1998.
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(c) EXHIBITS. The following exhibits are filed with this Current Report on Form
8-K:
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Exhibit No. Description
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<C> <S>
99(a) Press Release dated November 2, 1998, issued by Norwest
99(b) Joint Proxy Statement/Prospectus dated September 11, 1998
(incorporated by reference to Norwest's Registration Statement
on Form S-4 (Registration No. 333-63247) previously filed on
September 11, 1998).
99(c) Unaudited pro forma condensed combined financial information
as of September 30, 1998 and for the nine months ended
September 30, 1998 and 1997 (incorporated by reference to
Norwest's Current Report on Form 8-K (Commission File 1-2979)
dated November 2, 1998).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WFC HOLDINGS CORPORATION
By /s/ Stanley S. Stroup
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Name: Stanley S. Stroup
Title: Senior Vice President
Date: November 16, 1998
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MONDAY NOVEMBER 2, 5:00 PM EASTERN TIME
COMPANY PRESS RELEASE
SOURCE: NORWEST CORPORATION
MERGER OF WELLS FARGO AND NORWEST COMPLETED
SAN FRANCISCO, Nov. 2/PRNewswire/ -- Wells Fargo & Company (NYSE: WFC - NEWS)
and Norwest Corporation said today they have completed their merger --
creating the new Wells Fargo, a diversified financial services company. The
new company is headquartered in San Francisco and has $196 billion in assets,
15 million customers, 5,836 stores and almost 102,000 team members. It ranks
seventh in assets and third in the market value of its stock at September 30
among U.S. bank holding companies.
"We firmly believe this new company -- which combines the best of both
organizations -- will become the premier financial services company in the
United States and the leading banking franchise in the Midwest and Western
United States," said Dick Kovacevich, president and chief executive officer
of the new company. "Our customers, communities, shareowners and team members
all will benefit from this merger with greater convenience and a broader
array of products and services."
Added Kovacevich, "For our 15 million customers, nothing changes yet.
Integrating systems is expected to take from six months to two years to
complete.
"During the second half of next year, Norwest customers will begin seeing the
Norwest name change to Wells Fargo on their stores, checks, statements and
other materials."
Paul Hazen, chairman of Wells Fargo, said the key to a successful integration
will be execution. "We're committed to the goal of doing it right so we can
continue to provide outstanding customer service throughout the integration,"
he said. "Dozens of transition teams comprised of hundreds of team members
are committed to making sure we begin every discussion with what's best for
the customer and ensure the interests of our team members and shareholders
are aligned. We're going to take our time. We're doing it right."
The combined franchise has 2,859 banking stores and covers 21 states from
California to Ohio.
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Norwest Mortgage -- the nation's leading originator and servicer of mortgages
- -- has 824 stores and a presence in all 50 states. Norwest Financial -- the
premier consumer finance company in the hemisphere -- has 1,349 stores in 47
states, all 10 Canadian provinces, the Caribbean, Latin America and elsewhere
internationally.
As previously announced, Wells Fargo's Hazen is chairman, Norwest's
Kovacevich is president and chief executive officer, Norwest's Les Biller is
chief operating officer and vice chairman, and Wells Fargo's Rod Jacobs is
chief financial officer and vice chairman.
The four will work closely together and will be involved in all major
decisions affecting the combined company.
Common stockholders of Wells Fargo receive 10 shares of common stock of
Norwest in exchange for each share of Wells Fargo common stock.
Norwest's stock symbol NOB has been retired -- stock of the new company will
now trade under the symbol WFC. The two companies announced a definitive
agreement June 8. The Board of Governors of the Federal Reserve system
approved the merger October 14; stockholders of both companies approved the
merger October 20.
- The new company:
- ranks 1st in financial services stores in the Western Hemisphere,
- ranks 1st in mortgage originations and servicing,
- ranks 1st in Internet banking,
- ranks 1st in agricultural lending among U.S. banks,
- ranks 1st in student loans,
- ranks 1st in the number of small business loans among U.S. banks,
- ranks 1st in commercial real estate lending,
- ranks 1st in auto finance,
- ranks 1st among banks in insurance agency sales,
- ranks 3rd in the number of ATMs in the U.S.,
- ranks 4th in middle-market lending among all banks,
- ranks 4th among all banks in mutual funds under management,
- ranks 3rd in market capitalization among U.S. bank holding companies,
- ranks 7th in assets among U.S. bank holding companies,
- is an industry leader in alternative banking strategy, developed by
Wells Fargo, and
- is an industry leader in community banking strategy, developed by Norwest.
- Combined data (pro forma 9/30/98)
- Assets (billions) $196
- Loans (billions) $108
- Deposits (billions) $130
- Net income (billions - ytd) $2.1
- Revenue (billions - ytd) $15.3*
- Customers (millions) 15
- Mortgage originations
- (billions - ytd) $75
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Mortgage servicing (billions) $233
Credit card loans (billions) $6
Consumer credit card accounts
(millions) 4
Stores 5,836
ATMs 6,065
Market capitalization
(billions - 9/30/98) $58.3
Common shares outstanding (millions) 1,620
Net interest margin (ytd) 5.88%
Team members 101,591
* -- Interest income plus non-interest income
Wells Fargo is a $196 billion diversified financial services company
providing banking, insurance, investments, mortgage and customer finance
through 5,836 stores in all 50 states, Canada, the Caribbean, Latin America
and elsewhere internationally.
This news release contains forward-looking statements with respect to
financial conditions, results of operations and businesses of Wells Fargo,
Norwest and the combined company including statements relating to: (a) the
cost savings and accretion to reported earnings that will be realized from
the merger; (b) the impact on revenues of the merger; and (c) the
restructuring charges expected to be incurred in connection with the merger.
These forward looking statements involve certain risks and uncertainties.
Factors that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the merger cannot be
fully realized or realized within this expected time frame; (2) revenues
following the merger are lower than expected; (3) competitive pressure among
financial services companies increases significantly; (4) costs or
difficulties related to the integration of the businesses of Wells Fargo and
Norwest are greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic conditions, either
internationally or nationally or in the states in which the combined company
will be doing business, are less favorable than expected; or (7) legislation
or regulatory requirements or changes adversely affect the businesses in
which the combined company would be engaged.
SOURCE: NORWEST CORPORATION
