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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) JUNE 8, 1998
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WELLS FARGO & COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6214 13-2553920
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163
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(Address of principal executive offices) (zip code)
1-800-411-4932
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Exhibit 99 to this report contains a copy of materials concerning the
proposed merger of Norwest and Wells Fargo that have been used in presentations
to analysts. These materials are an abridged version of presentation materials
included as exhibits to Wells Fargo's current reports on Form 8-K filed on June
8,1998 and June 9,1998. To the extent of differences, the information in the
materials filed with this report supersedes the information in the earlier filed
reports.
Exhibit 99 to this current report on Form 8-K contains forward-
looking statements with respect to the financial conditions, results of
operations and businesses of each of Norwest and Wells Fargo and, assuming the
consummation of the merger, a combined Norwest/Wells Fargo 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 the expected timeframe; (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 Norwest and Wells Fargo 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.
Such forward-looking statements speak only as of the date on which such
statements were made, and Wells Fargo undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which any such statement is made to reflect the occurrence of unanticipated
events.
ITEM 7. EXHIBITS.
99 Abridged Analyst Presentation Materials, dated June 8,1998.
-2-
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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, on July 24, 1998.
WELLS FARGO & COMPANY
By /s/ Guy Rounsaville, Jr.
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Name: Guy Rounsaville, Jr.
Title: Executive Vice President and
General Counsel
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Wells Fargo and Norwest
"Creating ... The Premier Financial Services Company"
June 8, 1998
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Pro Forma Financial Results
<TABLE>
<CAPTION>
1999E 2000E 2001E
<S> <C> <C> <C>
Cash EPS $2.56 $2.91 $3.35
% Accretion 7.6% 9.4% 12.8%
GAAP EPS $2.23 $2.59 $3.03
% Accretion -- 3.2% 7.4%
% Change from prior yr. 13.2%(1) 16.1% 17.0%
</TABLE>
(1) Based on analyst estimates of $1.97 GAAP EPS for 1998.
Note: Estimates exclude one-time merger related costs
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Premier Banking Franchise in the West and Midwest
[Map]
<TABLE>
<CAPTION>
Deposit Rank # of States Total $
<S> <C> <C>
1 5 20.1
2 5 73.3
3 2 10.1
4 4 16.9
5+ 5 4.6
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Total 21 $125
</TABLE>
($ in billions)
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Leadership in Retail Distribution
- #1 in total stores (5,777)
- #3 Bank network (2,800 stores)
- #1 Retail mortgage network (741 stores)
- Largest mortgage banking originator (1 out of 15 mortgages)
- Largest mortgage banking servicer (2,000,000 customers)
- #1 Premier, U.S. Consumer finance company (1,425 stores)
- #3 ATM network in U.S. (6,500 ATMs)
- #1 Internet bank for consumers (460,000 customers)
- #1 Supermarket bank (900 stores)
- Leader in telephone banking functionality
- Leading NAFTA bank
- #1 Mexican border
- #1 Canadian border
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The New Wells Fargo
- #1, 2, or 3 Bank Deposit Share in 73 MSA's
- #1 Mortgage Originator and Servicer
- #1 Bank Commercial Real Estate Lender
- #1 Bank-Owned Insurance Agency
- #1 Agricultural Bank
- #2 Small Business Lender
- #4 Middle Market Lender
- #4 Bank Mutual Fund Manager
- #1 Internet Bank
- Premier Consumer Finance Company
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<TABLE>
<CAPTION>
Significant Customer Base
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Norwest Wells Fargo Combined
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<S> <C> <C> <C>
Retail Banking 3mm 6.1mm 9.1mm households
Mortgage 2.1mm - 2.1mm customers
Consumer Finance 3.2mm - 3.2mm customers
Small Business 284k 750k 1.0mm customers
Middle Market 10k 13k 23k customers
Large Corporate 1.2k 1.5k 2.7k customers
</TABLE>
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Leveraging Complementary Strengths
- Norwest
- Exceptional sales and service culture
- Strong revenue generation
- Wells Fargo
- Alternative delivery leader
- Outstanding expense efficiency
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Expense Savings
<TABLE>
<CAPTION>
Amount
Source of Savings ($mm) Comments
<S> <C> <C>
Systems $200 - Conversion to one system platform
- Elimination of duplicate systems
development and maintenance
Operations 120 - Consolidation of operations
Branch Consolidations 175 - Based on states with market place
overlap
General Administration 155 - Elimination of duplicate overhead
--- functions
Total Cost Saves $650
</TABLE>
%of combined expenses 8%
Note: Expenses excluding intangible amortization
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<TABLE>
<CAPTION>
Expense Savings Projected in
Recent Major Bank Transactions
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($ in Millions) Cost Saves as
a % of Smaller Pre-Tax
Non-Interest Non-Interest
Merger Partners Expense Base Expense Savings
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<S> <C> <C>
Norwest/Wells Fargo 17% $ 650
In-Market
Corestates/First Union 46% $ 723
First Interstate/Wells Fargo 37 800
Chase/Chemical 41 1,800
Market Extension
BankAmerica/NationsBank 27% $2,000
First Chicago NBD/Banc One 28 930
First America/National City 31 243
US Bancorp/First Banks 30 340
First Chicago/NBD Bancorp 16 200
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</TABLE>
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Opportunities Not Included in Financial Model
<TABLE>
<CAPTION>
Annual Pre-Tax
Income Potential
($mm)
----------------
<S> <C>
- - Increase Wells Fargo's current products per
household to Norwest average $700
- - Improve Norwest banking efficiency ratio to
level of Wells Fargo 400
- - Other cross-business integration revenue
opportunities 150
</TABLE>
