Filed by Brenton Banks, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Brenton Banks, Inc.
Commission File No. 000-06216
On July 7, 2000, Brenton Banks Inc., an Iowa Corporation ("Brenton"),
and Wells Fargo & Company, a Delaware corporation ("Wells Fargo"), jointly
released the following press release:
[WELLS FARGO LOGO]
NEWS RELEASE
CONTACTS:
H. Lynn Horak Dan Frahm (media) Teresa Morrow (media)
Wells Fargo & Company Wells Fargo & Company Wells Fargo & Company
515-245-3311 515-221-5177 612-667-0148
www.wellsfargo.com
Jeanine Sundt (investors) Robert L. DeMeulenaere
Wells Fargo & Company Brenton Banks, Inc.
612-667-9799 515-237-5207
WELLS FARGO AND BRENTON BANKS, INC.
AGREE TO MERGER
DES MOINES, July 7, 2000 - Wells Fargo & Company (NYSE: WFC) and Brenton Banks,
Inc. (NASD: BRBK) said today they have signed a definitive agreement for the
acquisition of Brenton Banks, Inc. by Wells Fargo & Company.
Brenton Banks, Inc., headquartered in Des Moines, Iowa, is a bank holding
company with $2.0 billion in assets. Brenton Banks, Inc. owns two banking
subsidiaries, Brenton Bank and Brenton Savings Bank, as well as Brenton
Investments, Inc., Brenton Mortgages, Inc., Brenton Insurance, Inc., and
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Brenton Realty. It is the largest Iowa-based banking company and has 43
locations and 679 employees throughout the state. The company ranks second in
mortgage originations in Iowa behind Wells Fargo Home Mortgage, Inc.
The acquisition, which is subject to regulatory approval and the approval of
Brenton shareholders, is expected to close in the second half of this year.
Under the terms of the agreement, Wells Fargo will exchange a total of
approximately $255,694,000 of its common stock for all of the outstanding common
stock of Brenton Banks, Inc. and a total of approximately $8,806,000 of its
common stock for all of the outstanding common stock of Brenton Bank owned by
shareholders other than Brenton Banks, Inc., bringing the total deal value to
$264,500,000. The per-share exchange ratio will depend on the average of the New
York Stock Exchange only closing prices of a share of Wells Fargo common stock
during a measurement period covering the 15 consecutive trading days ending on
the trading day immediately preceding the meeting at which Brenton Banks, Inc.
shareholders vote on the acquisition.
"Wells Fargo and Brenton Bank share many values that have helped both of us
become outstanding companies, including great customer service, building strong
communities, and valuing our team members," said Lynn Horak, chairman and CEO of
Wells Fargo Bank Iowa, N.A. "The combined company will continue to focus on
earning 100% of our customers' business and helping them succeed financially.
This is an outstanding opportunity for our company to continue its growth and
succeed in an even-larger capacity throughout the entire state."
"Selecting a partner that shares our strong commitment to employees,
shareholders, clients, and to supporting great communities is very important to
us," said Robert L. DeMeulenaere, president and CEO of Brenton Banks, Inc. "We
feel our acquisition by Wells Fargo & Company will serve the best long-term
interests of our people, our clients, our shareholders and the communities we
serve. Our belief -- that
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local managers are best qualified to make the right decisions for the
communities where they live and work -- is an integral part of the way Wells
Fargo does business too. With its outstanding reputation as a company that
values staff, clients, community support, an excellent track record of providing
value for shareholders and the broadest product line in the business, we're
confident that Wells Fargo is the right choice."
Robert Brenton, chairman of the board of Brenton Banks, Inc., said "Brenton Bank
was established in the small, central Iowa town of Dallas Center in 1881 by my
great-grandfather, William Brenton. Our banking culture and values were
originally established in small rural communities where we were very close to
our customers. Our philosophy of banking has focused on working to help small
businesses get started, supporting the communities we serve and especially
working with individuals and families to achieve their financial goals and
improve their quality of life. We are pleased that Wells Fargo, our new partner,
shares our values and culture and we are proud to be a part of the leading
financial services company in the nation."
"My father, Harold Brenton, was president of Iowa-Des Moines National bank (now
Wells Fargo) in Des Moines in the 1930s and then a senior vice president and
director of Northwest Bancorporation (now Wells Fargo) in Minneapolis throughout
the 1940s. Because of this history, we understand their values and banking
philosophy and feel that together we will continue to build a strong future for
Iowa families and businesses."
Brenton has locations in Cedar Rapids, Davenport, the Des Moines metro area
(eight offices in Clive, Johnston, Urbandale, and Des Moines), Adel, Ames,
Ankeny, Clarion, Coralville, Dallas Center, Dexter, Dubuque, Eagle Grove,
Emmetsburg, Granger, Grinnell, Indianola, Jefferson, Knoxville, Marion,
Marshalltown, Newton, Pella, Perry, Redfield, Story City, Van Meter, Waukee, and
Woodward.
"We look forward to continuing the excellent relationships that Brenton Bank has
built with its individual and business clients," Horak said. "Like Wells Fargo,
Brenton has built a reputation of focusing on customers by serving them when,
where and how they want to be served."
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Wells Fargo & Company is a $222 billion diversified financial services company
providing banking, investment management, brokerage services, trust and private
banking, insurance, mortgage and consumer finance through 5,310 stores, the
Internet (www.wellsfargo.com) and other distribution channels across North
America and elsewhere internationally.
###
This news release contains forward-looking statements about Wells Fargo &
Company ("Wells Fargo") and its proposed acquisition of Brenton Banks, Inc.
These statements include descriptions of (a) the anticipated closing date of the
transaction and (b) plans and objectives of Wells Fargo's management for future
operations, products and services of Brenton Banks, Inc. following the
transaction. Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often include the
words "believe," "expect," "anticipate," "intend," "plan," "estimate" or words
of similar meaning, or future or conditional verbs such as "will," "would,"
"should," "could" or "may."
Forward-looking statements, by their nature, are subject to risks and
uncertainties. A number of factors-many of which are beyond Wells Fargo's
control-could cause actual conditions, events or results to differ significantly
from those described in the forward-looking statements. Wells Fargo's reports
filed with the SEC, including Wells Fargo's Form 10-Q for the quarter ended
March 31, 2000 and/or Form 10-K for the year ended December 31, 1999, describe
some of these factors, including certain credit, market, operational, liquidity
and interest rate risks associated with Wells Fargo's business and operations.
Other factors described in these reports include changes in business and
economic conditions, competition, fiscal and monetary policies,
disintermediation, legislation, the combination of the former Norwest
Corporation and the former Wells Fargo & Company, and other mergers and
acquisitions.
This news release may be deemed to be solicitation material in respect of the
proposed acquisition of Brenton Banks, Inc. by Wells Fargo. Brenton Banks, Inc.
and its directors and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed
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transaction. These directors and executive officers include the following:
William H. Brenton and C. Robert Brenton are both directors of Brenton Banks,
Inc. As of March 31, 2000, William H. Brenton owned or had a beneficial interest
in 3,675,295 shares (17.33%) of common stock of the company and C. Robert
Brenton, who is also an executive officer of Brenton Banks, Inc., owned or had a
beneficial interest in 3,580,793 shares (16.88%) of common stock of the company.
In connection with the proposed transaction, Wells Fargo will file a
registration statement on Form S-4 with the SEC. Shareholders of Brenton Banks,
Inc. are encouraged to read the registration statement, including the final
proxy statement-prospectus that will be part of the registration statement,
because it will contain important information about the proposed merger. After
the registration statement is filed with the SEC, it will be available for free,
both on the SEC's web site (www.sec.gov) and from Brenton Banks' and Wells
Fargo's respective corporate secretaries.
###
Brenton and Wells Fargo will be filing a proxy statement/prospectus and
other relevant documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Brenton will be available free of charge from
the Secretary of Brenton at Suite 200, Capital Square, 400 Locust, Des Moines,
Iowa 50309, Telephone (515) 237-5100.
READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
Brenton and its board of directors will be soliciting proxies from
Brenton stockholders in favor of the merger. Brenton's board of directors is
comprised of C. Robert Brenton, William H. Brenton, Junius C. Brenton, Robert L.
DeMeulenaere, Robert C. Carr, Gary M. Christensen and Robert J. Currey. Other
participants in the solicitation may include the executive officers of Brenton.
For information about these directors and executive officers, shareholders are
urged to refer to the most recent proxy statement issued by Brenton, which is
available free of charge at the SEC's website, www.sec.gov.
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