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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 1999
MICHIGAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
0-7515 38-2011532
(Commission File Number) (IRS Employer Identification No.)
101 West Washington Street, Marquette, Michigan 49855
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (906) 228-6940
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Information to be Included
In the Report
Item 5. Other Events.
On November 2, 1999, Michigan Financial Corporation ("MFC") executed
an Agreement and Plan of Reorganization with Wells Fargo & Company ("Wells
Fargo") (the "Agreement") providing for the merger of a wholly-owned subsidiary
of Wells Fargo ("Merger Sub") with and into MFC (the "Merger"). As a result of
the Merger, MFC will become a wholly-owned subsidiary of Wells Fargo and each
share of common stock of MFC ("MFC Common Stock") outstanding immediately prior
to the Effective Time of the Merger shall be exchanged for the number of shares
of common stock of Wells Fargo, $1-2/3 par value per share ("Wells Fargo Common
Stock"), determined by dividing 4,418,605 by the number of shares of MFC Common
Stock then outstanding.
As of the date of this Form 8-K, there were 6,464,961 shares of MFC
Common Stock outstanding. The maximum number of shares of MFC Common Stock that
would be outstanding as of the effective date of the Merger if all options,
warrants, conversion rights and other rights with respect thereto were exercised
is 6,724,894.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of MFC's shareholders, registration under the
Securities Act of 1933, as amended, of the shares of Wells Fargo Common Stock to
be issued in the Merger, listing of the shares of Wells Fargo Common Stock on
the New York Stock Exchange and the Chicago Stock Exchange and receipt of all
required approvals by all governmental agencies of the transactions contemplated
by the Agreement. It is expected that consummation of the Merger will occur as
soon as practicable after the satisfaction of all such conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits are filed as part of this
report:
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated
November 2, 1999 by and between Michigan
Financial Corporation and Wells Fargo &
Company
99.1 Press release dated November 3, 1999
announcing the execution of the Agreement
between Michigan Financial Corporation and
Wells Fargo & Company
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SIGNATURES
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 hereunto duly authorized.
MICHIGAN FINANCIAL CORPORATION
Dated: November 3, 1999 By: /s/ Howard L. Cohodas
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Howard L. Cohodas, President
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated
November 2, 1999 by and between Michigan
Financial Corporation and Wells Fargo &
Company
99.1 Press release dated November 3, 1999
announcing the execution of the Agreement
between Michigan Financial Corporation and
Wells Fargo & Company
EXHIBIT 2.1
AGREEMENT
AND
PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into
as of the 2nd day of November, 1999, by and between MICHIGAN FINANCIAL
CORPORATION ("Company"), a Michigan corporation, and WELLS FARGO & COMPANY
("Wells Fargo"), a Delaware corporation.
WHEREAS, the parties hereto desire to effect a reorganization
whereby a wholly-owned subsidiary of Wells Fargo will merge with and into
Company (the "Merger") pursuant to an agreement and plan of merger (the "Merger
Agreement") in substantially the form attached hereto as Exhibit A, which
provides, among other things, for the exchange of the shares of Common Stock of
Company, no par value ("Company Common Stock"), outstanding immediately prior to
the time the Merger becomes effective in accordance with the provisions of the
Merger Agreement into shares of voting Common Stock of Wells Fargo of the par
value of $1-2/3 per share ("Wells Fargo Common Stock"),
NOW, THEREFORE, to effect such reorganization and in consideration
of the premises and the mutual covenants and agreements contained herein, the
parties hereto do hereby represent, warrant, covenant and agree as follows:
1. BASIC PLAN OF REORGANIZATION
(a) Merger. Subject to the terms and conditions contained herein, a
wholly-owned subsidiary of Wells Fargo (the "Merger Co.") will be merged by
statutory merger with and into Company pursuant to the Merger Agreement, with
Company as the surviving corporation, in which merger each share of Company
Common Stock outstanding immediately prior to the Effective Time of the Merger
(as defined below) (other than shares as to which statutory dissenters'
appraisal rights have been exercised) will be exchanged for the number of shares
of Wells Fargo Common Stock determined by dividing the "Adjusted Wells Fargo
Shares" (as defined below) by the number of shares of Company Common Stock then
outstanding.
The "Adjusted Wells Fargo Shares" shall be equal to the sum of (A)
4,418,605 plus (B) a number equal to the Additional Share Amount divided by the
Wells Fargo Measurement Price. The "Wells Fargo Measurement Price" is defined as
the average of the closing prices of a share of Wells Fargo Common Stock as
reported on the consolidated tape of the New York Stock Exchange during the
period of 20 trading days ending on the day immediately preceding the meeting of
shareholders required by paragraph 4(c) of this Agreement. The "Additional Share
Amount" shall be a number equal to the aggregate exercise price of all Options
exercised by cash payments between the date hereof and the day immediately prior
to the Closing Date.
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(b) Wells Fargo Common Stock Adjustments. If, between the date
hereof and the Effective Time of the Merger, shares of Wells Fargo Common Stock
shall be changed into a different number of shares or a different class of
shares by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or if a stock dividend thereon
shall be declared with a record date within such period (a "Common Stock
Adjustment"), then the number of shares of Wells Fargo Common Stock into which a
share of Company Common Stock shall be converted pursuant to subparagraph (a),
above, will be appropriately and proportionately adjusted so that the number of
such shares of Wells Fargo Common Stock into which a share of Company Common
Stock shall be converted will equal the number of shares of Wells Fargo Common
Stock which holders of shares of Company Common Stock would have received
pursuant to such Common Stock Adjustment had the record date therefor been
immediately following the Effective Time of the Merger.
(c) Fractional Shares. No fractional shares of Wells Fargo Common
Stock and no certificates or scrip certificates therefor shall be issued to
represent any such fractional interest, and any holder thereof shall be paid an
amount of cash equal to the product obtained by multiplying the fractional share
interest to which such holder is entitled by the average of the closing prices
of a share of Wells Fargo Common Stock as reported by the consolidated tape of
the New York Stock Exchange for each of the five (5) trading days ending on the
day immediately preceding the meeting of shareholders required by paragraph 4(c)
of this Agreement.
(d) Mechanics of Closing Merger. Subject to the terms and conditions
set forth herein, the Merger Agreement shall be executed and Articles of Merger
shall be filed with the Department of Consumer and Industry Services of the
State of Michigan within ten (10) business days following the satisfaction or
waiver of all conditions precedent set forth in Sections 6 and 7 of this
Agreement or on such other date as may be agreed to by the parties (the "Closing
Date"), provided that the Closing Date shall not occur prior to March 16, 2000
and shall not occur on the last business day of a calendar month. Each of the
parties agrees to use its best efforts to cause the Merger to be completed as
soon as practicable after the receipt of final regulatory approval of the Merger
and the expiration of all required waiting periods. The time that the filing
referred to in the first sentence of this paragraph is made is herein referred
to as the "Time of Filing." The day on which such filing is made and accepted is
herein referred to as the "Effective Date of the Merger." The "Effective Time of
the Merger" shall be 11:59 p.m. Lansing, Michigan time on the Effective Date of
the Merger. At the Effective Time of the Merger on the Effective Date of the
Merger, the separate existence of Merger Co. shall cease and Merger Co. will be
merged with and into Company pursuant to the Merger Agreement.
The closing of the transactions contemplated by this Agreement and
the Merger Agreement (the "Closing") shall take place on the Closing Date at the
offices of Wells Fargo, Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota, or such other place mutually agreed upon by Wells Fargo and Company.
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2. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and
warrants to Wells Fargo as follows:
(a) Organization and Authority. Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Michigan, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified and failure to be so qualified would
have a material adverse effect on Company and the Company Subsidiaries taken as
a whole and has corporate power and authority to own its properties and assets
and to carry on its business as it is now being conducted. Company is registered
as a bank holding company with the Federal Reserve Board under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). Company has furnished Wells
Fargo true and correct copies of its articles of incorporation and by-laws, as
amended.
(b) Company's Subsidiaries. Schedule 2(b) sets forth a complete and
correct list of all of Company's subsidiaries as of the date hereof
(individually a "Company Subsidiary" and collectively the "Company
Subsidiaries"), all shares of the outstanding capital stock of each of which,
except as set forth on Schedule 2(b), are owned directly or indirectly by
Company. No equity security of any Company Subsidiary is or may be required to
be issued by reason of any option, warrant, scrip, preemptive right, right to
subscribe to, call or commitment of any character whatsoever relating to, or
security or right convertible into, shares of any capital stock of such
subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Company Subsidiary is bound to issue additional shares
of its capital stock, or any option, warrant or right to purchase or acquire any
additional shares of its capital stock. Subject to 12 U.S.C. ss. 55 (1982), all
of such shares so owned by Company are fully paid and nonassessable and are
owned by iT free and clear of any lien, claim, charge, option, encumbrance or
agreement with respect thereto. Each Company Subsidiary is a corporation or
national banking association duly organized, validly existing, duly qualified to
do business and in good standing under the laws of its jurisdiction of
incorporation, and has corporate power and authority to own or lease its
properties and assets and to carry on its business as it is now being conducted.
Except as set forth on Schedule 2(b), Company does not own beneficially,
directly or indirectly, more than 5% of any class of equity securities or
similar interests of any corporation, bank, business trust, association or
similar organization, and is not, directly or indirectly, a partner in any
partnership or party to any joint venture.
(c) Capitalization. The authorized capital stock of Company consists
of 10,000,000 shares of common stock, no par value per share, of which as of the
close of business on September 30, 1999, 6,462,745 shares of common stock were
outstanding and no shares of common stock were held in the treasury. The maximum
number of shares of Company Common Stock (assuming for this purpose that phantom
shares and other share-equivalents constitute Company Common Stock) that would
be outstanding as of the Effective Date of the Merger if all options, warrants,
conversion rights and other
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rights with respect thereto were exercised is 6,724,894. All of the outstanding
shares of capital stock of Company have been duly and validly authorized and
issued and are fully paid and nonassessable. Except as set forth in Schedule
2(c), there are no outstanding subscriptions, contracts, conversion privileges,
options, warrants, calls, preemptive rights or other rights obligating Company
or any Company Subsidiary to issue, sell or otherwise dispose of, or to
purchase, redeem or otherwise acquire, any shares of capital stock of Company or
any Company Subsidiary. Since September 30, 1999, no shares of Company capital
stock have been purchased, redeemed or otherwise acquired, directly or
indirectly, by Company or any Company Subsidiary and no dividends or other
distributions have been declared, set aside, made or paid to the shareholders of
Company. A true and correct copy of the Michigan Financial Corporation Stock
Option Plan and all option agreements related thereto, as amended effective the
date hereof, has been provided to Wells Fargo.
(d) Authorization. Company has the corporate power and authority to
enter into this Agreement and the Merger Agreement and, subject to any required
approvals of its shareholders, to carry out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Merger Agreement by Company and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by the Board of
Directors of Company. Subject to such approvals of shareholders and of
government agencies and other governing boards having regulatory authority over
Company as may be required by statute or regulation, this Agreement and the
Merger Agreement are valid and binding obligations of Company enforceable
against Company in accordance with their respective terms.
Except as set forth on Schedule 2(d), neither the execution,
delivery and performance by Company of this Agreement or the Merger Agreement,
nor the consummation of the transactions contemplated hereby and thereby, nor
compliance by Company with any of the provisions hereof or thereof, will (i)
violate, conflict with, or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration of,
or result in the creation of, any lien, security interest, charge or encumbrance
upon any of the properties or assets of Company or any Company Subsidiary under
any of the terms, conditions or provisions of (x) its articles of incorporation
or by-laws or (y) any material note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument or obligation to which Company or
any Company Subsidiary is a party or by which it may be bound, or to which
Company or any Company Subsidiary or any of the properties or assets of Company
or any Company Subsidiary may be subject, or (ii) subject to compliance with the
statutes and regulations referred to in the next paragraph, to the best
knowledge of Company, violate any judgment, ruling, order, writ, injunction,
decree, statute, rule or regulation applicable to Company or any Company
Subsidiary or any of their respective properties or assets.
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Other than in connection or in compliance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"), the securities or blue
sky laws of the various states or filings, consents, reviews, authorizations,
approvals or exemptions required under the BHC Act or the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 ("HSR Act"), and filings required to effect
the Merger under Michigan law, no notice to, filing with, exemption or review
by, or authorization, consent or approval of, any public body or authority is
necessary for the consummation by Company of the transactions contemplated by
this Agreement and the Merger Agreement.
(e) Company Financial Statements. The consolidated balance sheets of
Company and Company's Subsidiaries as of December 31, 1998 and 1997 and related
consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for the three years ended December 31, 1998,
together with the notes thereto, certified by Crowe, Chizek and Company, LLP and
included in Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Company 10-K") as filed with the Securities and Exchange
Commission (the "SEC"), and the unaudited consolidated statements of financial
condition of Company and Company's Subsidiaries as of June 30, 1999 and the
related unaudited consolidated statements of income, comprehensive income, and
cash flows for the six (6) months then ended included in Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1999 as filed with the
SEC (collectively, the "Company Financial Statements"), have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis and present fairly (subject, in the case of financial statements for
interim periods, to normal recurring adjustments) the consolidated financial
position of Company and Company's Subsidiaries at the dates and the consolidated
results of operations and cash flows of Company and Company's Subsidiaries for
the periods stated therein.
(f) Reports. Since December 31, 1993, Company and each Company
Subsidiary has filed all reports, registrations and statements, together with
any required amendments thereto, that it was required to file with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements, (ii)
the Federal Reserve Board, (iii) the Federal Deposit Insurance Corporation (the
"FDIC"), and (iv) any applicable state securities or banking authorities. All
such reports and statements filed with any such regulatory body or authority are
collectively referred to herein as the "Company Reports." As of their respective
dates, the Company Reports complied in all material respects with all the rules
and regulations promulgated by the SEC, the Federal Reserve Board, the FDIC, and
applicable state securities or banking authorities, as the case may be, and did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Copies of all the Company Reports have been made available to Wells
Fargo by Company.
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(g) Properties and Leases. Except as may be reflected in the Company
Financial Statements and except for any lien for current taxes not yet
delinquent, Company and each Company Subsidiary have good title free and clear
of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Company's
consolidated balance sheet as of June 30, 1999 included in Company's Quarterly
Report on Form 10-Q for the period then ended, and all real and personal
property acquired since such date, except such real and personal property as has
been disposed of in the ordinary course of business. All leases of real property
and all other leases material to Company or any Company Subsidiary pursuant to
which Company or such Company Subsidiary, as lessee, leases real or personal
property, which leases are described on Schedule 2(g), are valid and effective
in accordance with their respective terms, and there is not, under any such
lease, any material existing default by Company or such Company Subsidiary or
any event which, with notice or lapse of time or both, would constitute such a
material default. Substantially all Company's and each Company Subsidiary's
buildings and equipment in regular use have been well maintained and are in good
and serviceable condition, reasonable wear and tear excepted.
(h) Taxes. Each of Company and the Company Subsidiaries has filed
all federal, state, county, local and foreign tax returns, including information
returns, required to be filed by it, and paid all taxes owed by it, including
those with respect to income, withholding, social security, unemployment,
workers compensation, franchise, ad valorem, premium, excise and sales taxes,
and no taxes shown on such returns to be owed by it or assessments received by
it are delinquent. The federal income tax returns of Company and the Company
Subsidiaries for the fiscal year ended December 31, 1995, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. Except only as set forth on
Schedule 2(h), (i) neither Company nor any Company Subsidiary is a party to any
pending action or proceeding, nor is any such action or proceeding threatened by
any governmental authority, for the assessment or collection of taxes, interest,
penalties, assessments or deficiencies and (ii) no issue has been raised by any
federal, state, local or foreign taxing authority in connection with an audit or
examination of the tax returns, business or properties of Company or any Company
Subsidiary which has not been settled, resolved and fully satisfied. Each of
Company and the Company Subsidiaries has paid all taxes owed or which it is
required to withhold from amounts owing to employees, creditors or other third
parties. The consolidated balance sheet as of June 30, 1999, referred to in
paragraph 2(e) hereof, includes adequate provision for all accrued but unpaid
federal, state, county, local and foreign taxes, interest, penalties,
assessments or deficiencies of Company and the Company Subsidiaries with respect
to all periods through the date thereof.
(i) Absence of Certain Changes. Since June 30, 1999 there has been
no change in the business, financial condition or results of operations of
Company or any Company Subsidiary, which has had, or may reasonably be expected
to have, a material adverse
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effect on the business, financial condition or results of operations of Company
and the Company Subsidiaries taken as a whole.
(j) Commitments and Contracts. Except as set forth on Schedule 2(j),
neither Company nor any Company Subsidiary is a party or subject to any of the
following (whether written or oral, express or implied):
(i) any employment contract or understanding (including
any understandings or obligations with respect to severance or
termination pay liabilities or fringe benefits) with any present or
former officer, director, employee or consultant (other than those
which are terminable at will by Company or such Company Subsidiary);
(ii) any plan, contract or understanding providing for
any bonus, pension, option, deferred compensation, retirement
payment, profit sharing or similar arrangement with respect to any
present or former officer, director, employee or consultant;
(iii) any labor contract or agreement with any labor
union;
(iv) any contract not made in the ordinary course of
business containing covenants which limit the ability of Company or
any Company Subsidiary to compete in any line of business or with
any person or which involve any restriction of the geographical area
in which, or method by which, Company or any Company Subsidiary may
carry on its business (other than as may be required by law or
applicable regulatory authorities);
(v) any other contract or agreement which is a "material
contract" within the meaning of Item 601(b)(10) of Regulation S-K;
(vi) any lease with annual rental payments aggregating
$10,000 or more;
(vii) any agreement or commitment with respect to the
Community Reinvestment Act with any state or federal bank regulatory
authority or any other party; or
(viii) any current or past agreement, contract or
understanding with any current or former director, officer,
employee, consultant, financial adviser, broker, dealer, or agent
providing for any rights of indemnification in favor of such person
or entity.
(k) Litigation and Other Proceedings. Company has furnished Wells
Fargo copies of (i) all attorney responses to the request of the independent
auditors for Company with respect to loss contingencies as of December 31, 1998
in connection with the Company financial statements included in the Company
10-K, and (ii) a written list of
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legal and regulatory proceedings filed against Company or any Company Subsidiary
since said date. Neither Company nor any Company Subsidiary is a party to any
pending or, to the best knowledge of Company, threatened, claim, action, suit,
investigation or proceeding, or is subject to any order, judgment or decree,
except for matters which, in the aggregate, will not have, or cannot reasonably
be expected to have, a material adverse effect on the business, financial
condition or results of operations of Company and the Company Subsidiaries taken
as a whole.
(l) Insurance. Company and each Company Subsidiary is presently
insured, and during each of the past five calendar years (or during such lesser
period of time as Company has owned such Company Subsidiary) has been insured,
for reasonable amounts with financially sound and reputable insurance companies
against such risks as companies engaged in a similar business would, in
accordance with good business practice, customarily be insured and has
maintained all insurance required by applicable law and regulation.
(m) Compliance with Laws. Company and each Company Subsidiary has
all permits, licenses, authorizations, orders and approvals of, and has made all
filings, applications and registrations with, federal, state, local or foreign
governmental or regulatory bodies that are required in order to permit it to own
or lease its properties and assets and to carry on its business as presently
conducted and that are material to the business of Company or such Company
Subsidiary; all such permits, licenses, certificates of authority, orders and
approvals are in full force and effect and, to the best knowledge of Company, no
suspension or cancellation of any of them is threatened; and all such filings,
applications and registrations are current. The conduct by Company and each
Company Subsidiary of its business and the condition and use of its properties
does not violate or infringe, in any respect material to any such business, any
applicable domestic (federal, state or local) or foreign law, statute,
ordinance, license or regulation. Neither Company nor any Company Subsidiary is
in default under any order, license, regulation or demand of any federal, state,
municipal or other governmental agency or with respect to any order, writ,
injunction or decree of any court. Except for statutory or regulatory
restrictions of general application and except as set forth on Schedule 2(m), no
federal, state, municipal or other governmental authority has placed any
restriction on the business or properties of Company or any Company Subsidiary
which reasonably could be expected to have a material adverse effect on the
business or properties of Company and the Company Subsidiaries taken as a whole.
(n) Labor. No work stoppage involving Company or any Company
Subsidiary is pending or, to the best knowledge of Company, threatened. Neither
Company nor any Company Subsidiary is involved in, or threatened with or
affected by, any labor dispute, arbitration, lawsuit or administrative
proceeding which could materially and adversely affect the business of Company
or such Company Subsidiary. Employees of Company and the Company Subsidiaries
are not represented by any labor union nor are any collective bargaining
agreements otherwise in effect with respect to such employees.
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(o) Material Interests of Certain Persons. Except as set forth on
Schedule 2(o), to the best knowledge of Company no officer or director of
Company or any Company Subsidiary, or any "associate" (as such term is defined
in Rule l4a-1 under the Exchange Act) of any such officer or director, has any
interest in any material contract or property (real or personal), tangible or
intangible, used in or pertaining to the business of Company or any Company
Subsidiary.
Schedule 2(o) sets forth a correct and complete list of any loan
from Company or any Company Subsidiary to any present officer, director,
employee or any associate or related interest of any such person which was
required under Regulation O of the Federal Reserve Board to be approved by or
reported to Company's or such Company Subsidiary's Board of Directors.
(p) Company Benefit Plans.
(i) Schedule 2(p)(i) sets forth each employee benefit
plan with respect to which Company or any Company Subsidiary
contributes, sponsors or otherwise has any obligation (the "Plans").
For purposes of this Section 2(p) and Schedule 2(p)(i), "ERISA"
means the Employee Retirement Income Security Act of 1974, as
amended, and the term "Plan" or "Plans" means all employee benefit
plans as defined in Section 3(3) of ERISA, and all other benefit
arrangements including, without limitation, any plan, program,
agreement, policy or commitment providing for insurance coverage of
employees, workers' compensation, disability benefits, supplemental
unemployment benefits, vacation benefits, retirement benefits,
severance or termination of employment benefits, life, health,
death, disability or accidental benefits.
(ii) Except as disclosed on Schedule 2(p)(ii), no Plan
is a "multiemployer plan" within the meaning of Section 3(37) of
ERISA.
(iii) Except as disclosed on Schedule 2(p)(iii), no Plan
promises or provides health or life benefits to retirees or former
employees except as required by federal continuation of coverage
laws or similar state laws.
(iv) Except as disclosed on Schedule 2(p)(iv), (a) each
Plan is and has been in all material respects operated and
administered in accordance with its provisions and applicable law
including, if applicable, ERISA and the Code; (b) all reports and
filings with governmental agencies (including but not limited to the
Department of Labor, Internal Revenue Service, Pension Benefit
Guaranty Corporation and the Securities and Exchange Commission)
required in connection with each Plan have been timely made; (c) all
disclosures and notices required by law or Plan provisions to be
given to participants and beneficiaries in connection with each Plan
have been properly and timely made; (d) there are no actions, suits
or claims pending, other than routine uncontested claims for
benefits with respect to each Plan; and (e) each Plan intended to be
qualified under Section 401(a) of
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the Code has received a favorable determination letter from the
Internal Revenue Service stating that the Plan (including all
amendments) is tax qualified under Section 401(a) of the Code and
Company knows of no reason that any such Plan is not qualified
within the meaning of Section 401(a) of the Code and knows of no
reason that each related Plan trust is not exempt from taxation
under Section 501(a) of the Code.
(v) Except as disclosed on Schedule 2(p)(v), (a) all
contributions, premium payments and other payments required to be
made in connection with the Plans as of the date of this Agreement
have been made; (b) a proper accrual has been made on the books of
Company for all contributions, premium payments and other payments
due in the current fiscal year but not made as of the date of this
Agreement; (c) no contribution, premium payment or other payment has
been made in support of any Plan that is in excess of the allowable
deduction for federal income tax purposes for the year with respect
to which the contribution was made (whether under Sections 162,
280G, 404, 419, 419A of the Code or otherwise); and (d) with respect
to each Plan that is subject to Section 301 of ERISA or Section 412
of the Code, Company is not liable for any accumulated funding
deficiency as that them is defined in Section 412 of the Code and
the projected benefit obligations determined as of the date of this
Agreement do not exceed the assets of the Plan.
(vi) Except as disclosed in Schedule 2(p)(vi) and to
best knowledge of Company, no Plan or any trust created thereunder,
nor any trustee, fiduciary or administrator thereof, has engaged in
a "prohibited transaction," as such term is defined in Section 4975
of the Code or Section 406 of ERISA or violated any of the fiduciary
standards under Part 4 of Title 1 of ERISA which could subject such
Plan or trust, or any trustee, fiduciary or administrator thereof,
or any party dealing with any such Plan or trust, to a tax penalty
or prohibited transactions imposed by Section 4975 of the Code or
would result in material liability to Company and the Company
Subsidiaries as a whole.
(vii) No Plan subject to Title IV of ERISA or any trust
created thereunder has been terminated, nor have there been any
"reportable events" as that term is defined in Section 4043 of
ERISA, with respect to any Plan, other than those events which may
result from the transactions contemplated by this Agreement and the
Merger Agreement.
(viii) Except as disclosed in Schedule 2(p)(viii),
neither the execution and delivery of this Agreement and the Merger
Agreement nor the consummation of the transactions contemplated
hereby and thereby will (a) result in any material payment
(including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any
director or employee or former employee of Company under any Plan or
otherwise, (b) materially increase
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any benefits otherwise payable under any Plan, or (c) result in the
acceleration of the time of payment or vesting of any such benefits
to any material extent.
(q) Proxy Statement, etc. None of the information regarding Company
and the Company Subsidiaries supplied or to be supplied by Company for inclusion
in (i) a Registration Statement on Form S-4 to be filed with the SEC by Wells
Fargo for the purpose of registering the shares of Wells Fargo Common Stock to
be exchanged for shares of Company Common Stock pursuant to the provisions of
the Merger Agreement (the "Registration Statement"), (ii) the proxy statement to
be mailed to Company's shareholders in connection with the meeting to be called
to consider the Merger (the "Proxy Statement") and (iii) any other documents to
be filed with the SEC or any regulatory authority in connection with the
transactions contemplated hereby or by the Merger Agreement will, at the
respective times such documents are filed with the SEC or any regulatory
authority and, in the case of the Registration Statement, when it becomes
effective and, with respect to the Proxy Statement, when mailed, be false or
misleading with respect to any material fact, or omit to state any material fact
necessary in order to make the statements therein not misleading or, in the case
of the Proxy Statement or any amendment thereof or supplement thereto, at the
time of the meeting of shareholders referred to in paragraph 4(c), be false or
misleading with respect to any material fact, or omit to state any material fact
necessary to correct any statement in any earlier communication with respect to
the solicitation of any proxy for such meeting. Wells Fargo agrees to permit the
Company and Company representatives to review the Registration Statement as it
relates to the Company prior to the filing thereof. All documents which Company
and the Company Subsidiaries are responsible for filing with the SEC and any
other regulatory authority in connection with the Merger will comply as to form
in all material respects with the provisions of applicable law.
(r) Registration Obligations. Except as set forth on Schedule 2(r),
neither Company nor any Company Subsidiary is under any obligation, contingent
or otherwise, which will survive the Merger by reason of any agreement to
register any of its securities under the Securities Act.
(s) Brokers and Finders. Except for McConnell, Budd & Downes, Inc.,
neither Company nor any Company Subsidiary nor any of their respective officers,
directors or employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no broker or finder has acted directly or indirectly for
Company or any Company Subsidiary in connection with this Agreement and the
Merger Agreement or the transactions contemplated hereby and thereby.
(t) Administration of Trust Accounts. Company and each Company
Subsidiary has properly administered in all respects material and which could
reasonably be expected to be material to the financial condition of Company and
the Company Subsidiaries taken as a whole all accounts for which it acts as a
fiduciary, including but not limited to accounts for which it serves as a
trustee, agent, custodian, personal
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representative, guardian, conservator or investment advisor, in accordance with
the terms of the governing documents and applicable state and federal law and
regulation and common law. Neither Company, any Company Subsidiary, nor any
director, officer or employee of Company or any Company Subsidiary has committed
any breach of trust with respect to any such fiduciary account which is material
to or could reasonably be expected to be material to the financial condition of
Company and the Company Subsidiaries taken as a whole, and the accountings for
each such fiduciary account are true and correct in all material respects and
accurately reflect the assets of such fiduciary account.
(u) No Defaults. Neither Company nor any Company Subsidiary is in
default, nor has any event occurred which, with the passage of time or the
giving of notice, or both, would constitute a default, under any material
agreement, indenture, loan agreement or other instrument to which it is a party
or by which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Company and the Company Subsidiaries, taken as a
whole. To the best of Company's knowledge, all parties with whom Company or any
Company Subsidiary has material leases, agreements or contracts or who owe to
Company or any Company Subsidiary material obligations other than with respect
to those arising in the ordinary course of the banking business of the Company
Subsidiaries are in compliance therewith in all material respects.
(v) Environmental Liability. There is no legal, administrative, or
other proceeding, claim, or action of any nature seeking to impose, or that
could result in the imposition of, on Company or any Company Subsidiary, any
liability relating to the release of hazardous substances as defined under any
local, state or federal environmental statute, regulation or ordinance
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), pending or to the
best of Company's knowledge, threatened against Company or any Company
Subsidiary the result of which has had or could reasonably be expected to have a
material adverse effect upon Company and Company's Subsidiaries taken as a
whole; to the best of Company's knowledge there is no reasonable basis for any
such proceeding, claim or action; and to the best of Company's knowledge neither
Company nor any Company Subsidiary is subject to any agreement, order, judgment,
or decree by or with any court, governmental authority or third party imposing
any such environmental liability. Company has provided Wells Fargo with copies
of all environmental assessments, reports, studies and other related information
in its possession with respect to each bank facility and each non-residential
OREO property.
(w) Compliance with Year 2000 Requirements. Company is in full
compliance with its Year 2000 project management process as set forth in the May
5, 1997 Federal Financial Institutions Examination Council ("FFIEC") Interagency
Statement on the Year 2000 and subsequent guidance documents (the "FFIEC
Requirements"). Company has made its Year 2000 project assessment and
remediation plan available to Wells Fargo for review and has furnished Wells
Fargo with copies of all communications between
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Company or any Company Subsidiary and regulators having responsibility for
overseeing compliance with such FFIEC Requirements.
(x) Required Shareholder Approval. The affirmative vote of a
majority in outstanding shares and qualified to vote of Company is sufficient to
approve the Merger, this Agreement, and the Merger Agreement, and the
transactions contemplated thereby pursuant to the Michigan Business Corporation
Act and pursuant to the articles and bylaws of Company.
3. REPRESENTATIONS AND WARRANTIES OF WELLS FARGO. Wells Fargo
represents and warrants to Company as follows:
(a) Organization and Authority. Wells Fargo is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified and failure to be so qualified would
have a material adverse effect on Wells Fargo and its subsidiaries taken as a
whole and has corporate power and authority to own its properties and assets and
to carry on its business as it is now being conducted. Wells Fargo is registered
as a bank holding company with the Federal Reserve Board under the BHC Act.
(b) Wells Fargo Subsidiaries. Schedule 3(b) sets forth a complete
and correct list as of December 31, 1998, of Wells Fargo's Significant
Subsidiaries (as defined in Regulation S-X promulgated by the SEC) (individually
a "Wells Fargo Subsidiary" and collectively the "Wells Fargo Subsidiaries"), all
shares of the outstanding capital stock of each of which, except as set forth in
Schedule 3(b), are owned directly or indirectly by Wells Fargo. No equity
security of any Wells Fargo Subsidiary is or may be required to be issued to any
person or entity other than Wells Fargo by reason of any option, warrant, scrip,
right to subscribe to, call or commitment of any character whatsoever relating
to, or security or right convertible into, shares of any capital stock of such
subsidiary, and there are no contracts, commitments, understandings or
arrangements by which any Wells Fargo Subsidiary is bound to issue additional
shares of its capital stock, or options, warrants or rights to purchase or
acquire any additional shares of its capital stock. Subject to 12 U.S.C. ss. 55
(1982), all of such shares so owned by Wells Fargo are fully paid and
nonassessable and are owned by it free and clear oF any lien, claim, charge,
option, encumbrance or agreement with respect thereto. Each Wells Fargo
Subsidiary is a corporation or national banking association duly organized,
validly existing, duly qualified to do business and in good standing under the
laws of its jurisdiction of incorporation, and has corporate power and authority
to own or lease its properties and assets and to carry on its business as it is
now being conducted.
(c) Wells Fargo Capitalization. As of June 30, 1999, the authorized
capital stock of Wells Fargo consists of (i) 20,000,000 shares of Preferred
Stock, without par value, of which as of the close of business on June 30, 1999,
955,000 shares of Cumulative
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Tracking Preferred Stock, at $200 stated value, 9,596 shares of ESOP Cumulative
Convertible Preferred Stock, at $1,000 stated value, 19,903 shares of 1995 ESOP
Cumulative Convertible Preferred Stock, at $1,000 stated value, 21,288 shares of
1996 ESOP Cumulative Convertible Preferred Stock, at $1,000 stated value, 18,639
shares of 1997 ESOP Cumulative Convertible Preferred Stock, at $1,000 stated
value, 8,560 shares of 1998 ESOP Cumulative Convertible Preferred Stock, $1,000
stated value, 45,508 shares of 1999 ESOP Cumulative Convertible Preferred Stock,
$1,000 stated value, 1,500,000 shares of Adjustable-Rate Cumulative Preferred
Stock, Series B, $50 stated value, and 4,000,000 shares of 6.59% Adjustable Rate
Noncumulative Preferred Stock, Series B, $50 stated value, were outstanding;
(ii) 4,000,000 shares of Preference Stock, without par value, of which as of the
close of business on June 30, 1999, no shares were outstanding; and (iii)
4,000,000,000 shares of Common Stock, $1-2/3 par value, of which as of the close
of business on June 30, 1999, 1,650,629,353 shares were outstanding and
15,465,932 shares were held in the treasury. All of the outstanding shares of
capital stock of Wells Fargo have been duly and validly authorized and issued
and are fully paid and nonassessable. The Year 2000 disclosure contained in
Wells Fargo's Quarterly report on Form 10-Q for the fiscal quarter ended June
30, 1999 as filed with the SEC and designated as Year 2000 Readiness Disclosures
related to the Year 2000 Information and Readiness Disclosure Act is true and
correct in all material respects as of the date hereof.
(d) Authorization. Wells Fargo has the corporate power and authority
to enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Wells Fargo and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of Wells Fargo. No approval or consent by the
stockholders of Wells Fargo is necessary for the execution and delivery of this
Agreement and the Merger Agreement and the consummation of the transactions
contemplated hereby and thereby. Subject to such approvals of government
agencies and other governing boards having regulatory authority over Wells Fargo
as may be required by statute or regulation, this Agreement is a valid and
binding obligation of Wells Fargo enforceable against Wells Fargo in accordance
with its terms.
Neither the execution, delivery and performance by Wells Fargo of
this Agreement or the Merger Agreement, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Wells Fargo with any of the
provisions hereof or thereof, will (i) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of, any lien,
security interest, charge or encumbrance upon any of the properties or assets of
Wells Fargo or any Wells Fargo Subsidiary under any of the terms, conditions or
provisions of (x) its certificate of incorporation or by-laws or (y) any
material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which Wells Fargo or any Wells
Fargo Subsidiary is a party or by which it may be bound, or to which Wells Fargo
or any Wells Fargo Subsidiary or any
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<PAGE>
of the properties or assets of Wells Fargo or any Wells Fargo Subsidiary may be
subject, or (ii) subject to compliance with the statutes and regulations
referred to in the next paragraph, to the best knowledge of Wells Fargo, violate
any judgment, ruling, order, writ, injunction, decree, statute, rule or
regulation applicable to Wells Fargo or any Wells Fargo Subsidiary or any of
their respective properties or assets.
Other than in connection with or in compliance with the provisions
of the Securities Act, the Exchange Act, the securities or blue sky laws of the
various states or filings, consents, reviews, authorizations, approvals or
exemptions required under the BHC Act or the HSR Act, and filings required to
effect the Merger under Michigan law, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any public body or
authority is necessary for the consummation by Wells Fargo of the transactions
contemplated by this Agreement and the Merger Agreement.
(e) Wells Fargo Financial Statements. The consolidated balance
sheets of Wells Fargo and Wells Fargo's subsidiaries as of December 31, 1998 and
1997 and related consolidated statements of income, changes in stockholders'
equity and comprehensive income, and cash flows for the three years ended
December 31, 1998, together with the notes thereto, certified by KPMG and
included in Wells Fargo's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Wells Fargo 10-K") as filed with the SEC, and the
unaudited consolidated balance sheets of Wells Fargo and its subsidiaries as of
June 30, 1999 and the related unaudited consolidated statements of income,
changes in stockholders' equity and comprehensive income, and cash flows for the
six (6) months then ended included in Wells Fargo's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1999, as filed with the SEC
(collectively, the "Wells Fargo Financial Statements"), have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis and present fairly (subject, in the case of financial statements for
interim periods, to normal recurring adjustments) the consolidated financial
position of Wells Fargo and its subsidiaries at the dates and the consolidated
results of operations, changes in financial position and cash flows of Wells
Fargo and its subsidiaries for the periods stated therein.
(f) Reports. Since December 31, 1993, Wells Fargo and each Wells
Fargo Subsidiary has filed all reports, registrations and statements, together
with any required amendments thereto, that it was required to file with (i) the
SEC, including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements,
(ii) the Federal Reserve Board, (iii) the FDIC, (iv) the United States
Comptroller of the Currency ("Comptroller"), and (v) any applicable state
securities or banking authorities. All such reports and statements filed with
any such regulatory body or authority are collectively referred to herein as the
"Wells Fargo Reports." As of their respective dates, the Wells Fargo Reports
complied in all material respects with all the rules and regulations promulgated
by the SEC, the Federal Reserve Board, the FDIC, the Comptroller and any
applicable state securities or banking authorities, as the case may be, and did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated
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<PAGE>
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(g) Properties and Leases. Except as may be reflected in the Wells
Fargo Financial Statements and except for any lien for current taxes not yet
delinquent, Wells Fargo and each Wells Fargo Subsidiary has good title free and
clear of any material liens, claims, charges, options, encumbrances or similar
restrictions to all the real and personal property reflected in Wells Fargo's
consolidated balance sheet as of June 30, 1999 included in Wells Fargo's
Quarterly Report on Form 10-Q for the period then ended, and all real and
personal property acquired since such date, except such real and personal
property has been disposed of in the ordinary course of business. All leases of
real property and all other leases material to Wells Fargo or any Wells Fargo
Subsidiary pursuant to which Wells Fargo or such Wells Fargo Subsidiary, as
lessee, leases real or personal property, are valid and effective in accordance
with their respective terms, and there is not, under any such lease, any
material existing default by Wells Fargo or such Wells Fargo Subsidiary or any
event which, with notice or lapse of time or both, would constitute such a
material default. Substantially all Wells Fargo's and each Wells Fargo
Subsidiary's buildings and equipment in regular use have been well maintained
and are in good and serviceable condition, reasonable wear and tear excepted.
(h) Taxes. Each of Wells Fargo and the Wells Fargo Subsidiaries has
filed all material federal, state, county, local and foreign tax returns,
including information returns, required to be filed by it, and paid or made
adequate provision for the payment of all taxes owed by it, including those with
respect to income, withholding, social security, unemployment, workers
compensation, franchise, ad valorem, premium, excise and sales taxes, and no
taxes shown on such returns to be owed by it or assessments received by it are
delinquent. The federal income tax returns of Wells Fargo and the Wells Fargo
Subsidiaries for the fiscal year ended December 31, 1982, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. Except only as set forth on
Schedule 3(h), (i) neither Wells Fargo nor any Wells Fargo Subsidiary is a party
to any pending action or proceeding, nor to Wells Fargo's knowledge is any such
action or proceeding threatened by any governmental authority, for the
assessment or collection of taxes, interest, penalties, assessments or
deficiencies which could reasonably be expected to have any material adverse
effect on Wells Fargo and its subsidiaries taken as a whole, and (ii) no issue
has been raised by any federal, state, local or foreign taxing authority in
connection with an audit or examination of the tax returns, business or
properties of Wells Fargo or any Wells Fargo Subsidiary which has not been
settled, resolved and fully satisfied, or adequately reserved for. Each of Wells
Fargo and the Wells Fargo Subsidiaries has paid all taxes owed or which it is
required to withhold from amounts owing to employees, creditors or other third
parties.
(i) Absence of Certain Changes. Since June 30, 1999, there has been
no change in the business, financial condition or results of operations of Wells
Fargo or any Wells Fargo Subsidiary which has had, or may reasonably be expected
to have, a material
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<PAGE>
adverse effect on the business, financial condition or results of operations of
Wells Fargo and its subsidiaries taken as a whole.
(j) Commitments and Contracts. Except as set forth on Schedule 3(j),
as of December 31, 1996 neither Wells Fargo nor any Wells Fargo Subsidiary is a
party or subject to any of the following (whether written or oral, express or
implied):
(i) any labor contract or agreement with any labor
union;
(ii) any contract not made in the ordinary course of
business containing covenants which materially limit the ability of
Wells Fargo or any Wells Fargo Subsidiary to compete in any line of
business or with any person or which involve any material
restriction of the geographical area in which, or method by which,
Wells Fargo or any Wells Fargo Subsidiary may carry on its business
(other than as may be required by law or applicable regulatory
authorities); or
(iii) any other contract or agreement which is a
"material contract" within the meaning of Item 601(b)(10) of
Regulation S-K.
(k) Litigation and Other Proceedings. Neither Wells Fargo nor any
Wells Fargo Subsidiary is a party to any pending or, to the best knowledge of
Wells Fargo, threatened, claim, action, suit, investigation or proceeding, or is
subject to any order, judgment or decree, except for matters which, in the
aggregate, will not have, or cannot reasonably be expected to have, a material
adverse effect on the business, financial condition or results of operations of
Wells Fargo and its subsidiaries taken as a whole.
(l) Insurance. Wells Fargo and each Wells Fargo Subsidiary is
presently insured or self insured, and during each of the past five calendar
years (or during such lesser period of time as Wells Fargo has owned such Wells
Fargo Subsidiary) has been insured or self-insured, for reasonable amounts with
financially sound and reputable insurance companies against such risks as
companies engaged in a similar business would, in accordance with good business
practice, customarily be insured and has maintained all insurance required by
applicable law and regulation.
(m) Compliance with Laws. Wells Fargo and each Wells Fargo
Subsidiary has all permits, licenses, authorizations, orders and approvals of,
and has made all filings, applications and registrations with, federal, state,
local or foreign governmental or regulatory bodies that are required in order to
permit it to own or lease its properties or assets and to carry on its business
as presently conducted and that are material to the business of Wells Fargo or
such Subsidiary; all such permits, licenses, certificates of authority, orders
and approvals are in full force and effect, and to the best knowledge of Wells
Fargo, no suspension or cancellation of any of them is threatened; and all such
filings, applications and registrations are current. The conduct by Wells Fargo
and each Wells Fargo Subsidiary of its business and the condition and use of its
properties does not violate or infringe, in any respect material to any such
business, any applicable domestic
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(federal, state or local) or foreign law, statute, ordinance, license or
regulation. Neither Wells Fargo nor any Wells Fargo Subsidiary is in default
under any order, license, regulation or demand of any federal, state, municipal
or other governmental agency or with respect to any order, writ, injunction or
decree of any court. Except for statutory or regulatory restrictions of general
application, no federal, state, municipal or other governmental authority has
placed any restrictions on the business or properties of Wells Fargo or any
Wells Fargo Subsidiary which reasonably could be expected to have a material
adverse effect on the business or properties of Wells Fargo and its subsidiaries
taken as a whole.
(n) Labor. No work stoppage involving Wells Fargo or any Wells Fargo
Subsidiary is pending or, to the best knowledge of Wells Fargo, threatened.
Neither Wells Fargo nor any Wells Fargo Subsidiary is involved in, or threatened
with or affected by, any labor dispute, arbitration, lawsuit or administrative
proceeding which could materially and adversely affect the business of Wells
Fargo or such Wells Fargo Subsidiary. Except as set forth on Schedule 3(j),
employees of Wells Fargo and the Wells Fargo Subsidiaries are not represented by
any labor union nor are any collective bargaining agreements otherwise in effect
with respect to such employees.
(o) Wells Fargo Benefit Plans.
(i) For purposes of this Section 3(o), the term "Wells
Fargo Plan" or "Wells Fargo Plans" means all employee benefit plans
as defined in Section 3(3) of ERISA, to which Wells Fargo
contributes, sponsors, or otherwise has any obligations.
(ii) No Wells Fargo Plan is a "multiemployer plan"
within the meaning of Section 3(37) of ERISA.
(iii) Each Wells Fargo Plan is and has been in all
material respects operated and administered in accordance with its
provisions and applicable law, including, if applicable, ERISA and
the Code.
(iv) Each Wells Fargo Plan intended to be qualified
under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service stating that
the Wells Fargo Plan (including all amendments) is tax qualified
under Section 401(a) of the Code and Wells Fargo knows of no reason
that any such Wells Fargo Plan is not qualified within the meaning
of Section 401(a) of the Code and knows of no reason that each
related Wells Fargo Plan trust is not exempt from taxation under
Section 501(a) of the Code.
(v) All contributions, premium payments, and other
payments required to be made in connection with the Wells Fargo
Plans as of the date of this Agreement have been made.
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(vi) With respect to each Wells Fargo Plan that is
subject to Section 301 of ERISA or Section 412 of the Code, neither
Wells Fargo nor any Wells Fargo Subsidiary is liable for any
accumulated funding deficiency as that term is defined in Section
412 of the Code.
(vii) The present value of all benefits vested and all
benefits accrued under each Wells Fargo Plan that is subject to
Title IV of ERISA does not, in each case, exceed the value of the
assets of the Wells Fargo Plans allocable to such vested or accrued
benefits as of the end of the most recent Plan Year.
(p) Registration Statement, etc. None of the information regarding
Wells Fargo and its subsidiaries supplied or to be supplied by Wells Fargo for
inclusion in (i) the Registration Statement, (ii) the Proxy Statement, or (iii)
any other documents to be filed with the SEC or any regulatory authority in
connection with the transactions contemplated hereby or by the Merger Agreement
will, at the respective times such documents are filed with the SEC or any
regulatory authority and, in the case of the Registration Statement, when it
becomes effective and, with respect to the Proxy Statement, when mailed, be
false or misleading with respect to any material fact, or omit to state any
material fact necessary in order to make the statements therein not misleading
or, in the case of the Proxy Statement or any amendment thereof or supplement
thereto, at the time of the meeting of shareholders referred to in paragraph
4(c), be false or misleading with respect to any material fact, or omit to state
any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for such meeting.
All documents which Wells Fargo and the Wells Fargo Subsidiaries are responsible
for filing with the SEC and any other regulatory authority in connection with
the Merger will comply as to form in all material respects with the provisions
of applicable law.
(q) Brokers and Finders. Neither Wells Fargo nor any Wells Fargo
Subsidiary nor any of their respective officers, directors or employees has
employed any broker or finder or incurred any liability for any financial
advisory fees, brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for Wells Fargo or any Wells Fargo
Subsidiary in connection with this Agreement and the Merger Agreement or the
transactions contemplated hereby and thereby.
(r) No Defaults. Neither Wells Fargo nor any Wells Fargo Subsidiary
is in default, nor has any event occurred which, with the passage of time or the
giving of notice, or both, would constitute a default under any material
agreement, indenture, loan agreement or other instrument to which it is a party
or by which it or any of its assets is bound or to which any of its assets is
subject, the result of which has had or could reasonably be expected to have a
material adverse effect upon Wells Fargo and its subsidiaries taken as a whole.
To the best of Wells Fargo's knowledge, all parties with whom Wells Fargo or any
Wells Fargo Subsidiary has material leases, agreements or contracts or who owe
to Wells Fargo or any Wells Fargo Subsidiary material obligations
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other than with respect to those arising in the ordinary course of the banking
business of the Wells Fargo Subsidiaries are in compliance therewith in all
material respects.
(s) Environmental Liability. There is no legal, administrative, or
other proceeding, claim, or action of any nature seeking to impose, or that
could result in the imposition, on Wells Fargo or any Wells Fargo Subsidiary of
any liability relating to the release of hazardous substances as defined under
any local, state or federal environmental statute, regulation or ordinance
including, without limitation, CERCLA, pending or to the best of Wells Fargo's
knowledge, threatened against Wells Fargo or any Wells Fargo Subsidiary, the
result of which has had or could reasonably be expected to have a material
adverse effect upon Wells Fargo and its subsidiaries taken as a whole; to the
best of Wells Fargo's knowledge there is no reasonable basis for any such
proceeding, claim or action; and to the best of Wells Fargo's knowledge neither
Wells Fargo nor any Wells Fargo Subsidiary is subject to any agreement, order,
judgment, or decree by or with any court, governmental authority or third party
imposing any such environmental liability.
(t) Merger Co. As of the Closing Date, Merger Co. will be a
corporation duly organized, validly existing, duly qualified to do business and
in good standing under the laws of its jurisdiction of incorporation, and will
have corporate power and authority to own or lease its properties and assets and
to carry on its business.
4. COVENANTS OF COMPANY. Company covenants and agrees with Wells
Fargo as follows:
(a) Except as otherwise permitted or required by this Agreement,
from the date hereof until the Effective Time of the Merger, Company, and each
Company Subsidiary will: maintain its corporate existence in good standing;
maintain the general character of its business and conduct its business in its
ordinary and usual manner; extend credit in accordance with existing lending
policies and provide Wells Fargo access to its loan files (including credits
extended after the date hereof), except that it shall not, without the prior
written consent of Wells Fargo (which shall be deemed to be waived if Wells
Fargo has made no response by the end of the second complete business day
following the receipt (by confirmed facsimile) of the request by a Wells Fargo
representative designated in writing) (and except for commitments made prior to
the date of this Agreement), make any new loan ("New Loan") or modify,
restructure or renew any existing loan ("Renewals") to any borrower if the
amount of the resulting loan, when aggregated with all other loans or extensions
of credit to such person, would be in excess of $250,000, in the case of a New
Loan, or $350,000, in the case of Renewals; maintain proper business and
accounting records in accordance with generally accepted principles; maintain
its properties in good repair and condition, ordinary wear and tear excepted;
maintain in all material respects presently existing insurance coverage; use its
best efforts to preserve its business organization intact, to keep the services
of its present principal employees and to preserve its good will and the good
will of its suppliers, customers and others having business relationships with
it; use its best efforts to obtain any approvals or consents required to
maintain existing leases and other contracts in effect following the Merger;
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comply in all material respects with all laws, regulations, ordinances, codes,
orders, licenses and permits applicable to the properties and operations of
Company and each Company Subsidiary the non-compliance with which reasonably
could be expected to have a material adverse effect on Company and the Company
Subsidiaries taken as a whole; and permit Wells Fargo and its representatives
(including KPMG) to examine its and its subsidiaries books, records and
properties and to interview officers, employees and agents at all reasonable
times when it is open for business. No such examination by Wells Fargo or its
representatives either before or after the date of this Agreement shall in any
way affect, diminish or terminate any of the representations, warranties or
covenants of Company herein expressed.
(b) Except as otherwise contemplated or required by this Agreement,
from the date hereof until the Effective Time of the Merger, Company and each
Company Subsidiary will not (without the prior written consent of Wells Fargo):
amend or otherwise change its articles of incorporation or association or
by-laws; issue or sell or authorize for issuance or sale, or grant any options
or make other agreements with respect to the issuance or sale or conversion of,
any shares of its capital stock, phantom shares or other share-equivalents, or
any other of its securities or amend or modify the terms of the Michigan
Financial Corporation Stock Option Plan, except as contemplated by paragraph
4(q) hereof, except that Company may issue shares of Company Common Stock upon
the exercise of outstanding stock options described in Schedule 4(b); authorize
or incur any long-term debt (other than deposit liabilities); mortgage, pledge
or subject to lien or other encumbrance any of its properties, except in the
ordinary course of business; enter into any material agreement, contract or
commitment in excess of $10,000 except banking transactions in the ordinary
course of business and in accordance with policies and procedures in effect on
the date hereof; make any investments except investments made by bank
subsidiaries in the ordinary course of business for terms of up to one year and
in amounts of $100,000 or less (which consent requirement shall be deemed to be
waived as to any investment to which Wells Fargo has made no response by the end
of the second complete business day following the receipt of the request by a
Wells Fargo representative designated in writing); amend or terminate any Plan
except as required by law or the terms of this Agreement; make any contributions
to any Plan except as required by the terms of such Plan in effect as of the
date hereof; declare, set aside, make or pay any dividend or other distribution
with respect to its capital stock except any dividend declared by the Board of
Directors of a Company Subsidiary in accordance with applicable law and
regulation, provided, however, that the Board of Directors of Company may
declare and pay cash dividends to the Company shareholders out of the net
earnings of Company between October 18, 1999 and the Effective Time of the
Merger in accordance with applicable law and regulation and in accordance with
past practice in an amount not to exceed a quarterly rate of $.30 per share and
PROVIDED FURTHER, HOWEVER, that Company shareholders shall be entitled to a
dividend on Company Common Stock or Wells Fargo Common Stock, but not both, in
the calendar quarter in which the Closing shall occur; redeem, purchase or
otherwise acquire, directly or indirectly, any of the capital stock of Company
(except shares of Company Common Stock acquired from holders of options granted
under the Michigan Financial Corporation
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Stock Option Plan in connection with the exercise of options thereunder);
increase the compensation of any officers, directors or executive employees,
except pursuant to existing compensation plans and practices; sell or otherwise
dispose of any shares of the capital stock of any Company Subsidiary; or sell or
otherwise dispose of any of its assets or properties other than in the ordinary
course of business.
(c) The Board of Directors of Company will duly call, and will cause
to be held on a date agreeable to Wells Fargo, but not later than twenty-five
(25) business days following the effective date of the Registration Statement
referred to in paragraph 5(c) hereof, a meeting of its shareholders and will
direct that this Agreement and the Merger Agreement be submitted to a vote at
such meeting. The Board of Directors of Company will (i) cause proper notice of
such meeting to be given to its shareholders in compliance with the Michigan
Business Corporation Act and other applicable law and regulation, (ii) recommend
by the affirmative vote of the Board of Directors a vote in favor of approval of
this Agreement and the Merger Agreement, and (iii) use its best efforts to
solicit from its shareholders proxies in favor thereof.
(d) Company will furnish or cause to be furnished to Wells Fargo all
the information concerning Company and its subsidiaries required for inclusion
in the Registration Statement referred to in paragraph 5(c) hereof, or any
statement or application made by Wells Fargo to any governmental body in
connection with the transactions contemplated by this Agreement. Any financial
statement for any fiscal year provided under this paragraph must include the
audit opinion and the consent of Crowe, Chizek and Company, LLP to use such
opinion in such Registration Statement.
(e) Company will take all necessary corporate and other action and
use its best efforts to obtain all approvals of regulatory authorities, consents
and other approvals required of Company to carry out the transactions
contemplated by this Agreement and will cooperate with Wells Fargo to obtain all
such approvals and consents required of Wells Fargo.
(f) Company will use its best efforts to deliver to the Closing all
opinions, certificates and other documents required to be delivered by it at the
Closing.
(g) Company will hold in confidence all documents and information
concerning Wells Fargo and its subsidiaries furnished to Company and its
representatives in connection with the transactions contemplated by this
Agreement and will not release or disclose such information to any other person,
except as required by law and except to Company's outside professional advisers
in connection with this Agreement, with the same undertaking from such
professional advisers. If the transactions contemplated by this Agreement shall
not be consummated, such confidence shall be maintained and such information
shall not be used in competition with Wells Fargo (except to the extent that
such information can be shown to be previously known to Company, in the public
domain, or later acquired by Company from other legitimate sources) and, upon
request,
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all such documents, any copies thereof and extracts therefrom shall immediately
thereafter be returned to Wells Fargo.
(h) Neither Company, nor any Company Subsidiary, nor any director,
officer, representative or agent thereof, will, directly or indirectly, solicit,
authorize the solicitation of or enter into any discussions with any
corporation, partnership, person or other entity or group (other than Wells
Fargo) concerning any offer or possible offer (i) to purchase any shares of
common stock, any option or warrant to purchase any shares of common stock, any
securities convertible into any shares of such common stock, or any other equity
security of Company or any Company Subsidiary, (ii) to make a tender or exchange
offer for any shares of such common stock or other equity security, (iii) to
purchase, lease or otherwise acquire the assets of Company or any Company
Subsidiary except in the ordinary course of business, or (iv) to merge,
consolidate or otherwise combine with Company or any Company Subsidiary. If any
corporation, partnership, person or other entity or group makes an offer or
inquiry to Company or any Company Subsidiary concerning any of the foregoing,
Company or such Company Subsidiary will promptly disclose such offer or inquiry,
including the terms thereof, to Wells Fargo.
(i) Company shall consult with Wells Fargo as to the form and
substance of any proposed press release or other proposed public disclosure of
matters related to this Agreement or any of the transactions contemplated
hereby.
(j) Company and each Company Subsidiary will take all action
necessary or required (i) to terminate or amend, if requested by Wells Fargo,
all qualified pension and welfare benefit plans and all non-qualified benefit
plans and compensation arrangements as of the Effective Date of the Merger, and
(ii) to submit application to the Internal Revenue Service for a favorable
determination letter for each of the Plans which is subject to the qualification
requirements of Section 401(a) of the Code prior to the Effective Date of the
Merger.
(k) [Intentionally omitted.]
(l) Company shall use its best efforts to obtain and deliver prior
to the Effective Date of the Merger signed representations substantially in the
form attached hereto as Exhibit B to Wells Fargo by each executive officer,
director or shareholder of Company who may reasonably be deemed an "affiliate"
of Company within the meaning of such term as used in Rule 145 under the
Securities Act.
(m) Company shall establish such additional accruals and reserves as
may be necessary to conform Company's accounting and credit loss reserve
practices and methods to those of Wells Fargo and Wells Fargo's plans with
respect to the conduct of Company's business following the Merger and to provide
for the costs and expenses relating to the consummation by Company of the Merger
and the other transactions contemplated by this Agreement; provided, however,
that (a) Company shall not be required to take such actions more than three (3)
business days prior to the Closing Date
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or prior to the time Wells Fargo agrees that all of the conditions to their
obligation to close as set forth in paragraph 7 have been satisfied or waived
(other than the deliveries to be made on the Closing Date) and no such
adjustment shall (i) require any prior filing with any governmental agency or
regulatory authority, or (ii) violate any law, rule or regulation applicable to
Company; provided that in any event no accrual or reserve made by Company
pursuant to this paragraph 4(m), shall constitute or be deemed to be a breach,
violation of or failure to satisfy any representation, warranty, covenant,
condition or other provision of this Agreement or otherwise be considered in
determining whether any such breach, violation or failure to satisfy shall have
occurred.
(n) Company shall obtain, at its sole expense, Phase I environmental
assessments for each bank facility and each non-residential OREO property. Oral
reports of such environmental assessments shall be delivered to Wells Fargo no
later than four (4) weeks and written reports shall be delivered to Wells Fargo
no later than eight (8) weeks from the date of this Agreement. Company shall
obtain, at its sole expense, Phase II environmental assessments for properties
identified by Wells Fargo on the basis of the results of such Phase I
environmental assessments. Company shall obtain a survey and assessment of all
potential asbestos containing material in owned or leased properties (other than
OREO property) and a written report of the results shall be delivered to Wells
Fargo within four (4) weeks of the date of this Agreement.
(o) Company shall obtain, at its sole expense, commitments for title
insurance and boundary surveys for each bank facility which shall be delivered
to Wells Fargo no later than four (4) weeks from the date of this Agreement.
(p) Company will assess the impact of the transactions contemplated
by this Agreement on Company's continued compliance with the FFIEC Requirements
and Company will take such action as may be necessary to amend Company's Year
2000 project assessment and remediation plan. Company will continue its current
preparations for compliance with the FFIEC Requirements and will not rely on the
consummation of the transactions contemplated by this Agreement to satisfy its
FFIEC requirements. Company will provide Wells Fargo with complete access to its
Year 2000 project and remediation plan documentation and permit Wells Fargo to
review and investigate Company's continuing Year 2000 compliance efforts and the
results thereof.
(q) Company shall take such action as is necessary to terminate the
Michigan Financial Corporation Stock Option Plan effective as of the Effective
Time.
(r) Company shall collect in cash (and timely pay) all applicable
withholding and payroll taxes from each holder of an option that is exercised
for shares of Company Common Stock and shall comply with all payroll reporting
requirements with respect thereto.
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<PAGE>
5. COVENANTS OF WELLS FARGO. Wells Fargo covenants and agrees with
Company as follows:
(a) From the date hereof until the Effective Time of the Merger,
Wells Fargo will maintain its corporate existence in good standing; conduct, and
cause the Wells Fargo Subsidiaries to conduct, their respective businesses in
compliance with all material obligations and duties imposed on them by all laws,
governmental regulations, rules and ordinances, and judicial orders, judgments
and decrees applicable to Wells Fargo or the Wells Fargo Subsidiaries, their
businesses or their properties; maintain all books and records of it and the
Wells Fargo Subsidiaries, including all financial statements, in accordance with
the accounting principles and practices consistent with those used for the Wells
Fargo Financial Statements, except for changes in such principles and practices
required under generally accepted accounting principles.
(b) Wells Fargo will furnish to Company all the information
concerning Wells Fargo required for inclusion in a proxy statement or statements
to be sent to the shareholders of Company, or in any statement or application
made by Company to any governmental body in connection with the transactions
contemplated by this Agreement.
(c) As promptly as practicable after the execution of this
Agreement, Wells Fargo will file with the SEC a registration statement on Form
S-4 (the "Registration Statement") under the Securities Act and any other
applicable documents, relating to the shares of Wells Fargo Common Stock to be
delivered to the shareholders of Company pursuant to the Merger Agreement, and
will use its best efforts to cause the Registration Statement to become
effective. At the time the Registration Statement becomes effective, the
Registration Statement will comply in all material respects with the provisions
of the Securities Act and the published rules and regulations thereunder, and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not false or misleading, and at the time of mailing thereof to the
Company shareholders, at the time of the Company shareholders' meeting referred
to in paragraph 4(c) hereof and at the Effective Time of the Merger the
prospectus included as part of the Registration Statement, as amended or
supplemented by any amendment or supplement filed by Wells Fargo (hereinafter
the "Prospectus"), will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not
false or misleading; provided, however, that none of the provisions of this
subparagraph shall apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity with
information furnished by Company or any Company Subsidiary for use in the
Registration Statement or the Prospectus.
(d) Wells Fargo will file all documents required to be filed to list
the Wells Fargo Common Stock to be issued pursuant to the Merger Agreement on
the New York Stock Exchange and the Chicago Stock Exchange and use its best
efforts to effect said listings.
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<PAGE>
(e) The shares of Wells Fargo Common Stock to be issued by Wells
Fargo to the shareholders of Company pursuant to this Agreement and the Merger
Agreement will, upon such issuance and delivery to said shareholders pursuant to
the Merger Agreement, be duly authorized, validly issued, fully paid and
nonassessable. The shares of Wells Fargo Common Stock to be delivered to the
shareholders of Company pursuant to the Merger Agreement are and will be free of
any preemptive rights of the stockholders of Wells Fargo.
(f) Wells Fargo will file all documents required to obtain, prior to
the Effective Time of the Merger, all necessary Blue Sky permits and approvals,
if any, required to carry out the transactions contemplated by this Agreement,
will pay all expenses incident thereto and will use its best efforts to obtain
such permits and approvals.
(g) Wells Fargo will take and will cause Merger Co. to take all
necessary corporate and other action and file all documents required to obtain
and will use its best efforts to obtain all approvals of regulatory authorities,
consents and approvals required of it to carry out the transactions contemplated
by this Agreement and will cooperate with Company to obtain all such approvals
and consents required by Company.
(h) Wells Fargo will hold and will cause Merger Co. to hold in
confidence all documents and information concerning Company and Company's
Subsidiaries furnished to it and its representatives in connection with the
transactions contemplated by this Agreement and will not release or disclose
such information to any other person, except as required by law and except to
its outside professional advisers in connection with this Agreement, with the
same undertaking from such professional advisers. If the transactions
contemplated by this Agreement shall not be consummated, such confidence shall
be maintained and such information shall not be used in competition with Company
(except to the extent that such information can be shown to be previously known
to Wells Fargo, in the public domain, or later acquired by Wells Fargo from
other legitimate sources) and, upon request, all such documents, copies thereof
or extracts therefrom shall immediately thereafter be returned to Company.
(i) Wells Fargo will file and will cause Merger Co. to file any
documents or agreements required to be filed in connection with the Merger under
the Michigan Business Corporation Act.
(j) Wells Fargo will use and will cause Merger Co. to use its best
efforts to deliver to the Closing all opinions, certificates and other documents
required to be delivered by it at the Closing.
(k) Wells Fargo shall consult with Company as to the form and
substance of any proposed press release or other proposed public disclosure of
matters related to this Agreement or any of the transactions contemplated
hereby.
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<PAGE>
(l) Wells Fargo shall give Company notice of receipt of the
regulatory approvals referred to in paragraph 7(e).
(m) [Intentionally omitted.]
(o) With respect to the indemnification of directors and officers,
Wells Fargo agrees as follows:
(i) Wells Fargo shall ensure that all rights to
indemnification and all limitations of liability existing in favor
of any person who is now, or has been at any time prior to the date
hereof, or who becomes prior to the Effective Time of the Merger, a
director or officer of Company or any Company Subsidiary (an
"Indemnified Party" and, collectively, the "Indemnified Parties"),
in Company's Articles of Incorporation or Bylaws or similar
governing documents of any Company Subsidiary, as applicable in the
particular case and as in effect on the date hereof, shall, with
respect to claims arising from (A) facts or events that occurred
before the Effective Time of the Merger, or (B) this Agreement or
any of the transactions contemplated by this Agreement, whether in
any case asserted or arising before or after the Effective Time of
the Merger, survive the Merger and shall continue in full force and
effect. Nothing contained in this paragraph 5(o)(i) shall be deemed
to preclude the liquidation, consolidation, or merger of Company or
any Company Subsidiary, in which case all of such rights to
indemnification and limitations on liability shall be deemed to
survive and continue as contractual rights notwithstanding any such
liquidation or consolidation or merger; provided, however, that in
the event of liquidation or sale of substantially all of the assets
of Company, Wells Fargo shall guarantee, to the extent of the net
asset value of Company or any Company Subsidiary as of the Effective
Date of the Merger, the indemnification obligations of Company or
any Company Subsidiary to the extent of indemnification obligations
of Company and the Company Subsidiaries described above.
Notwithstanding anything to the contrary contained in this paragraph
5(o)(i), nothing contained herein shall require Wells Fargo to
indemnify any person who was a directors or officer of Company or
any Company Subsidiary to a greater extent than Company or any
Company Subsidiary is, as of the date of this Agreement, required to
indemnify any such person; and
(ii) any Indemnified Party wishing to claim
indemnification under paragraph 5(o)(i), upon learning of any such
claim, action, suit, proceeding, or investigation, shall promptly
notify Wells Fargo thereof, but the failure to so notify shall not
relieve Wells Fargo of any liability it may have to such Indemnified
Party. In the event of any such claim, action, suit, proceeding, or
investigation (whether arising before of after the Effective Time of
the Merger) (A) Wells Fargo shall have the right to assume the
defense thereof and Wells Fargo shall not be liable to any
Indemnified Party for any legal expenses of other counsel or any
other expenses subsequently incurred by such Indemnified Party in
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connection with the defense thereof, except that if Wells Fargo
elects not to assume such defense or counsel for the Indemnified
Party advises that there are issues which raise conflicts of
interest between Wells Fargo and the Indemnified Party, the
Indemnified Party may retain counsel satisfactory to them, and Wells
Fargo shall pay the reasonable fees and expenses of such counsel for
the Indemnified Party promptly as statements therefor are received,
provided, however, that Wells Fargo shall be obligated pursuant to
this subparagraph (ii) to pay for only one firm of counsel for all
Indemnified Parties in any jurisdiction unless the use of one
counsel for such Indemnified Parties would present such counsel with
a conflict of interest, and (B) such Indemnified Party shall
cooperate in the defense of any such matter.
6. CONDITIONS PRECEDENT TO OBLIGATION OF COMPANY. The obligation of
Company to effect the Merger shall be subject to the satisfaction at or before
the Time of Filing of the following further conditions, which may be waived in
writing by Company:
(a) Except as they may be affected by transactions contemplated
hereby and except to the extent such representations and warranties are by their
express provisions made as of a specified date and except for activities or
transactions after the date of this Agreement made in the ordinary course of
business and not expressly prohibited by this Agreement, the representations and
warranties contained in paragraph 3 hereof shall be true and correct in all
respects material to Wells Fargo and its subsidiaries taken as a whole as if
made at the Time of Filing.
(b) Wells Fargo shall have, or shall have caused to be, performed
and observed in all material respects all covenants, agreements and conditions
hereof to be performed or observed by it and Merger Co. at or before the Time of
Filing.
(c) Company shall have received a favorable certificate, dated as of
the Effective Date of the Merger, signed by the Chairman, the President or any
Executive Vice President or Senior Vice President and by the Secretary or
Assistant Secretary of Wells Fargo, as to the matters set forth in subparagraphs
(a) and (b) of this paragraph 6.
(d) This Agreement and the Merger Agreement shall have been approved
by the affirmative vote of the holders of the percentage of the outstanding
shares of Company required for approval of a plan of merger in accordance with
the provisions of Company's Articles of Incorporation and the Michigan Business
Corporation Act.
(e) Wells Fargo shall have received approval by the Federal Reserve
Board and by such other governmental agencies as may be required by law of the
transactions contemplated by this Agreement and the Merger Agreement and all
waiting and appeal periods prescribed by applicable law or regulation shall have
expired.
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(f) No court or governmental authority of competent jurisdiction
shall have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(g) The shares of Wells Fargo Common Stock to be delivered to the
stockholders of Company pursuant to this Agreement and the Merger Agreement
shall have been authorized for listing on the New York Stock Exchange and the
Chicago Stock Exchange.
(h) Company shall have received an opinion, dated the Closing Date,
of counsel to Company, substantially to the effect that, for federal income tax
purposes: (i) the Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code; (ii) no gain or loss will be
recognized by the holders of Company Common Stock upon receipt of Wells Fargo
Common Stock except for cash received in lieu of fractional shares; (iii) the
basis of the Wells Fargo Common Stock received by the shareholders of Company
will be the same as the basis of Company Common Stock exchanged therefor; and
(iv) the holding period of the shares of Wells Fargo Common Stock received by
the shareholders of Company will include the holding period of the Company
Common Stock, provided such shares of Company Common Stock were held as a
capital asset as of the Effective Time of the Merger.
(i) The Registration Statement (as amended or supplemented) shall
have become effective under the Securities Act and shall not be subject to any
stop order, and no action, suit, proceeding or investigation by the SEC to
suspend the effectiveness of the Registration Statement shall have been
initiated and be continuing, or have been threatened and be unresolved. Wells
Fargo shall have received all state securities law or blue sky authorizations
necessary to carry out the transactions contemplated by this Agreement.
(j) Since June 30, 1999, no change shall have occurred and no
circumstances shall exist which has had or might reasonably be expected to have
a material adverse effect on the financial conditions, results of operations,
business or prospects of Wells Fargo and the Wells Fargo Subsidiaries taken as a
whole (other than changes in banking laws or regulations, or interpretations
thereof, that affect the banking industry generally or changes in the general
level of interest rates).
7. CONDITIONS PRECEDENT TO OBLIGATION OF WELLS FARGO. The obligation
of Wells Fargo to effect the Merger shall be subject to the satisfaction at or
before the Time of Filing of the following conditions, which may be waived in
writing by Wells Fargo:
(a) Except as they may be affected by transactions contemplated
hereby and except to the extent such representations and warranties are by their
express provisions made as of a specified date and except for activities or
transactions or events occurring after the date of this Agreement made in the
ordinary course of business and not expressly prohibited by this Agreement, the
representations and warranties contained in
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paragraph 2 hereof shall be true and correct in all respects material to Company
and the Company Subsidiaries taken as a whole as if made at the Time of Filing.
(b) Company shall have, or shall have caused to be, performed and
observed in all material respects all covenants, agreements and conditions
hereof to be performed or observed by it at or before the Time of Filing.
(c) This Agreement and the Merger Agreement shall have been approved
by the affirmative vote of the holders of the percentage of the outstanding
shares of Company required for approval of a plan of merger in accordance with
the provisions of Company's Articles of Incorporation and the Michigan Business
Corporation Act.
(d) Wells Fargo shall have received a favorable certificate dated as
of the Effective Date of the Merger signed by the Chairman or President and by
the Secretary or Assistant Secretary of Company, as to the matters set forth in
subparagraphs (a) through (c) of this paragraph 7.
(e) Wells Fargo shall have received approval by all governmental
agencies as may be required by law of the transactions contemplated by this
Agreement and the Merger Agreement and all waiting and appeal periods prescribed
by applicable law or regulation shall have expired. No approvals, licenses or
consents granted by any regulatory authority shall contain any condition or
requirement relating to Company or any Company Subsidiary that, in the good
faith judgment of Wells Fargo, is unreasonably burdensome to Wells Fargo.
(f) Company and each Company Subsidiary shall have obtained any and
all material consents or waivers from other parties to loan agreements, leases
or other contracts material to Company's or such subsidiary's business required
for the consummation of the Merger, and Company and each Company Subsidiary
shall have obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation by it of the Merger.
(g) No court or governmental authority of competent jurisdiction
shall have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(h) [Intentionally omitted.]
(i) At any time since the date hereof the total number of shares of
Company Common Stock outstanding and subject to issuance upon exercise (assuming
for this purpose that phantom shares and other share-equivalents constitute
Company Common Stock) of all warrants, options, conversion rights, phantom
shares or other share-equivalents, other than any option held by Wells Fargo,
shall not have exceeded 6,724,894.
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(j) The Registration Statement (as amended or supplemented) shall
have become effective under the Securities Act and shall not be subject to any
stop order, and no action, suit, proceeding or investigation by the SEC to
suspend the effectiveness of the Registration Statement shall have been
initiated and be continuing, or have been threatened or be unresolved. Wells
Fargo shall have received all state securities law or blue sky authorizations
necessary to carry out the transactions contemplated by this Agreement.
(k) Wells Fargo shall have received from the Chief Executive Officer
and Chief Financial Officer of Company a letter, dated as of the effective date
of the Registration Statement and updated through the date of Closing, in form
and substance satisfactory to Wells Fargo, to the effect that:
(i) the interim quarterly financial statements of
Company included or incorporated by reference in the Registration
Statement are prepared in accordance with generally accepted
accounting principles applied on a basis consistent with the audited
financial statements of Company;
(ii) the amounts reported in the interim quarterly
financial statements of Company agree with the general ledger of
Company;
(iii) the annual and quarterly financial statements of
Company and the Company Subsidiaries included in, or incorporated by
reference in, the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act and the published rules and regulations thereunder;
(iv) from the date of the most recent unaudited
consolidated financial statements of Company and the Company
Subsidiaries as may be included in the Registration Statement to a
date five (5) days prior to the effective date of the Registration
Statement or five (5) days prior to the Closing, there are no
increases in long-term debt, changes in the capital stock or
decreases in stockholders' equity of Company and the Company
Subsidiaries, except in each case for changes, increases or
decreases which the Registration Statement discloses have occurred
or may occur or which are described in such letters. For the same
period, there have been no decreases in consolidated net interest
income, consolidated net interest income after provision for credit
losses, consolidated income before income taxes, consolidated net
income and net income per share amounts of Company and the Company
Subsidiaries, or in income before equity in undistributed income of
subsidiaries, in each case as compared with the comparable period of
the preceding year, except in each case for changes, increases or
decreases which the Registration Statement discloses have occurred
or may occur or which are described in such letters;
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(v) they have reviewed certain amounts, percentages,
numbers of shares and financial information which are derived from
the general accounting records of Company and the Company
Subsidiaries, which appear in the Registration Statement under the
certain captions to be specified by Wells Fargo, and have compared
certain of such amounts, percentages, numbers and financial
information with the accounting records of Company and the Company
Subsidiaries and have found them to be in agreement with financial
records and analyses prepared by Company included in the annual and
quarterly financial statements, except as disclosed in such letters.
(l) Company and the Company Subsidiaries considered as a whole shall
not have sustained since June 30, 1999 any material loss or interference with
their business from any civil disturbance or any fire, explosion, flood or other
calamity, whether or not covered by insurance.
(m) There shall be no reasonable basis for any proceeding, claim or
action of any nature seeking to impose, or that could result in the imposition
on Company or any Company Subsidiary of, any liability relating to the release
of hazardous substances as defined under any local, state or federal
environmental statute, regulation or ordinance including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
as amended, which has had or could reasonably be expected to have a material
adverse effect upon Company and its subsidiaries taken as a whole.
(n) Since June 30, 1999, no change shall have occurred and no
circumstances shall exist which has had or might reasonably be expected to have
a material adverse effect on the financial condition, results of operations,
business or prospects of Company and the Company Subsidiaries taken as a whole
(other than changes in banking laws or regulations, or interpretations thereof,
that affect the banking industry generally or changes in the general level of
interest rates).
(o) Company shall be in full compliance with current FFIEC
Requirements. There shall be no feature of Company's data processing, operating
or platform systems that would prevent those systems from continuing to run
independently after December 31, 1999 until such time as a subsequent conversion
to Wells Fargo systems can be completed. Company's computer hardware and
software used in the receipt, transmission, processing, manipulation, storage,
retrieval, retransmission, or other utilization of data or in the operation of
mechanical or electrical systems of any kind will function at least as
effectively in all material respects after December 31, 1999 as in the case of
dates or time periods occurring prior to January 1, 2000.
(p) Company shall have taken the actions required by paragraph 4(q),
and the Plans and any unexercised options or awards shall have been terminated
as of immediately prior to the Effective Date.
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(q) The employment agreements of even date herewith between Wells
Fargo and the individuals listed on Schedule 7(q) shall be in full force and
effect.
(r) Company shall have taken the actions contemplated by paragraph
4(q).
(s) All options to acquire Company Common Stock granted under the
Michigan Financial Corporation Stock Option Plan that have not been exercised by
the date immediately preceding the Closing Date shall have been terminated in
accordance with the terms of the Michigan Financial Corporation Stock Option
Plan.
8. EMPLOYEE BENEFIT PLANS. Each person who is an employee of Company
or any Company Subsidiary as of the Effective Date of the Merger ("Company
Employees") shall be eligible for participation in the employee welfare and
retirement plans of Wells Fargo, as in effect from time to time, as follows:
(a) Employee Welfare Benefit Plans. Each Company Employee shall be
eligible for participation in the employee welfare benefit plans of Wells Fargo
listed below subject to any eligibility requirements applicable to such plans
(and not subject to pre-existing condition exclusions, except with respect to
the Wells Fargo Long Term Disability Plan and the Wells Fargo Long Term Care
Plan) and shall enter each plan no later than the first day of the calendar
quarter which begins at least thirty-two (32) days after the Effective Date of
the Merger ("Benefits Conversion Date") (provided, however, that it is Wells
Fargo's intent that the transition from Company's Plans to the Wells Fargo Plans
will be facilitated without gaps in coverage to the participants and without
duplication of costs to Wells Fargo):
Medical Plan
Dental Plan
Vision Plan
Short Term Disability Plan
Long Term Disability Plan
Long Term Care Plan
Flexible Benefits Plan
Basic Group Life Insurance Plan
Group Universal Life Insurance Plan
Dependent Group Life Insurance Plan
Business Travel Accident Insurance Plan
Accidental Death and Dismemberment Plan
Salary Continuation Pay Plan
Paid Time Off Program
For purposes of the foregoing, "Medical Plan" means any medical plan sponsored
by Wells Fargo that is available to similarly situated Wells Fargo employees.
Company Employees shall receive credit for years of service to Company, the
Company Subsidiaries and any predecessors of Company or the Company Subsidiaries
(to the
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extent credited under the vacation and short-term disability programs of
Company) for the purpose of determining benefits under the Wells Fargo Paid Time
Off Program, Salary Continuation Pay Plan, and Short Term Disability Plan. No
Company Employee who has an employment agreement with Company or any Company
Subsidiary on the date of this Agreement shall be eligible to participate in the
Wells Fargo Salary Continuation Pay Plan.
(b) Employee Retirement Benefit Plans. Each Company Employee shall
be eligible to participate in the Wells Fargo 401(k) Plan (the "401(k) Plan"),
subject to any eligibility requirements applicable to the 401(k) Plan (with full
credit for years of past service to Company and the Company Subsidiaries for the
purpose of satisfying any eligibility and vesting periods applicable to the
401(k) Plan), and shall enter the 401(k) Plan no later than the Benefits
Conversion Date.
Each Company Employee shall be eligible for participation, as a new
employee, in the Wells Fargo Cash Balance Plan pursuant to the terms thereof.
Each Company Employee shall be eligible for access to Wells Fargo's
retiree medical benefit, subject to any eligibility requirements applicable to
such benefit. Wells Fargo shall recognize years of past service with Company and
the Company Subsidiaries for the purpose of eligibility to access Wells Fargo's
retiree medical benefits.
9. TERMINATION OF AGREEMENT.
(a) This Agreement may be terminated at any time prior to the Time
of Filing:
(i) by mutual written consent of the parties hereto;
(ii) by either of the parties hereto upon written notice
to the other party if the Merger shall not have been consummated by
May 31, 2000 unless such failure of consummation shall be due to the
failure of the party seeking to terminate to perform or observe in
all material respects the covenants and agreements hereof to be
performed or observed by such party, provided that subject to the
terms and conditions contained in this Agreement, the parties hereto
agree to use their commercially reasonable efforts to consummate the
Merger on a mutually acceptable date between March 16, 2000 and
April 1, 2000; or
(iii) by Company or Wells Fargo upon written notice to
the other party if any court or governmental authority of competent
jurisdiction shall have issued a final order restraining, enjoining
or otherwise prohibiting the consummation of the transactions
contemplated by this Agreement; or
(iv) by Company, within five (5) business days after the
end of the Index Measurement Period (as defined in subparagraph
(c)(ii) below), if both of the following conditions are satisfied:
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(A) the Wells Fargo Measurement Price is
less than $35.00; and
(B) the number obtained by dividing the
Wells Fargo Measurement Price by the closing price of
Wells Fargo Common Stock on the trading day immediately
preceding the date of this Agreement is less than the
number obtained by dividing the Final Index Price (as
defined in subparagraph (c) below) by the Initial Index
Price (as defined in subparagraph (c) below) and
subtracting .15 from such quotient.
(b) Termination of this Agreement under this paragraph 9 shall not
release, or be construed as so releasing, either party hereto from any liability
or damage to the other party hereto arising out of the breaching party's willful
and material breach of the warranties and representations made by it, or willful
and material failure in performance of any of its covenants, agreements, duties
or obligations arising hereunder, and the obligations under paragraphs 4(g),
5(h) and 10 shall survive such termination.
(c) For purposes of this paragraph 9:
(i) The "Company Market Capitalization" shall mean (A)
the price of one share of the common stock of a given company at the
close of the trading day immediately preceding the date of this
Agreement multiplied by (B) the number of shares of common stock of
such company outstanding as of June 30, 1999 (adjusted for any stock
dividend, reclassification, recapitalization, exchange of shares or
similar transaction between June 30, 1999 and the close of the
trading day immediately preceding the date of this Agreement).
(ii) The "Index Group" shall mean all of those companies
listed on Exhibit C the common stock of which is publicly traded and
as to which there is, during the period of twenty (20) trading days
ending on the day immediately preceding the meeting of the
shareholders of Company held to vote on this Agreement and the
Merger Agreement (the "Index Measurement Period"), no pending
publicly announced proposal for such company to be acquired, nor has
there been any proposal by such company publicly announced
subsequent to the day before the date of this Agreement to acquire
another company in exchange for stock where, if the company to be
acquired were to become a subsidiary of the acquiring company, the
company to be acquired would be a "significant subsidiary" as
defined in Rule 1-02 of Regulation S-X promulgated by the SEC nor
has there been any program publicly announced subsequent to the day
before the date of this Agreement to repurchase 5% or more of the
outstanding shares of such company's common stock.
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(iii) The "Initial Index Price" shall mean the sum of
the following, calculated for each of the companies in the Index
Group: (A) the closing price per share of common stock of each such
company on the trading day immediately preceding the date of this
Agreement multiplied by (B) the Weighting Factor (as defined below)
for each such company.
(iv) The "Final Index Price" shall mean the sum of the
following, calculated for each of the companies in the Index Group:
(A) the Final Price for each such company multiplied by (B) the
Weighting Factor (as defined below) for each such company.
(v) The "Final Price" of any company in the Index Group
shall mean the average of the daily closing prices of a share of
common stock of such company, as reported on the consolidated
transaction reporting system for the market or exchange on which
such common stock is principally traded, during the Index
Measurement Period.
(vi) The "Total Market Capitalization" shall mean the
sum of the Company Market Capitalization for each of the companies
in the Index Group.
(vii) The "Weighting Factor" for any given company shall
mean the Company Market Capitalization for such company divided by
the Total Market Capitalization.
(vii) The "Wells Fargo Measurement Price" means the
average closing price of a share of Wells Fargo Common Stock as
reported on the composite tape of the New York Stock Exchange during
the Index Measurement Period.
If a Common Stock Adjustment occurs with respect to the shares of
Wells Fargo or any company in the Index Group between the date of this Agreement
and the Company shareholder meeting date, the closing prices for the common
stock of such company shall be appropriately and proportionately adjusted for
the purposes of the definitions above so as to be comparable to what the price
would have been if the record date of the Common Stock Adjustment had been
immediately following the Effective Time of the Merger.
10. EXPENSES. All expenses in connection with this Agreement and the
transactions contemplated hereby, including without limitation legal and
accounting fees, incurred by Company and Company Subsidiaries shall be borne by
Company, and all such expenses incurred by Wells Fargo shall be borne by Wells
Fargo.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, but shall not be assignable by either party hereto without the prior
written consent of the other party hereto.
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12. THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto.
13. NOTICES. Any notice or other communication provided for herein
or given hereunder to a party hereto shall be in writing and shall be delivered
in person or shall be mailed by first class registered or certified mail,
postage prepaid, addressed as follows:
If to Wells Fargo:
Wells Fargo & Company
MAC #N9305-173
Sixth and Marquette
Minneapolis, Minnesota 55479
Attention: Secretary
If to Company:
Michigan Financial Corporation
101 West Washington Street
Marquette, Michigan 49855
Attn: President
With a copy to:
Michael W. Puerner, Esq.
Foster, Swift, Collins & Smith, P.C.
313 South Washington Square
Lansing, MI 48933-2193
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
14. COMPLETE AGREEMENT. This Agreement and the Merger Agreement
contain the complete agreement between the parties hereto with respect to the
Merger and other transactions contemplated hereby and supersede all prior
agreements and understandings between the parties hereto with respect thereto.
15. CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.
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16. WAIVER AND OTHER ACTION. Either party hereto may, by a signed
writing, give any consent, take any action pursuant to paragraph 9 hereof or
otherwise, or waive any inaccuracies in the representations and warranties by
the other party and compliance by the other party with any of the covenants and
conditions herein.
17. AMENDMENT. At any time before the Time of Filing, the parties
hereto, by action taken by their respective Boards of Directors or pursuant to
authority delegated by their respective Boards of Directors, may amend this
Agreement; provided, however, that no amendment after approval by the
shareholders of Company shall be made which changes in a manner adverse to such
shareholders the consideration to be provided to said shareholders pursuant to
this Agreement and the Merger Agreement.
18. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
19. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. No
representation or warranty contained in the Agreement or the Merger Agreement
shall survive the Merger or except as set forth in paragraph 9(b), the
termination of this Agreement. Paragraph 10 shall survive the Merger.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.
[The rest of this page has intentionally been left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
WELLS FARGO & COMPANY
By /s/ John E. Ganoe
-------------------------------------
Its Executive Vice President
---------------------------------
MICHIGAN FINANCIAL
CORPORATION
By /s/ Howard L. Cohodas
-------------------------------------
Its President and Chairman
---------------------------------
[Signature page to Agreement and Plan of Reorganization]
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EXHIBIT 99.1
MEDIA
Howard Cohodas Teresa Morrow
Michigan Financial Corporation Wells Fargo & Company
906-228-1358 612-667-0148
INVESTORS
Howard Cohodas Robert S. Strickland
Michigan Financial Corporation Wells Fargo & Company
906-228-1358 612-667-7919 or 415-396-0523
MICHIGAN FINANCIAL CORPORATION, WELLS FARGO
ANNOUNCE DEFINITIVE AGREEMENT FOR WELLS FARGO TO
ACQUIRE MICHIGAN FINANCIAL CORPORATION
SAN FRANCISCO and MARQUETTE, Mich., November 3, 1999 -- Michigan Financial
Corporation (NASDAQ: MFCB) and Wells Fargo & Company (NYSE: WFC) said today they
have signed a definitive agreement for Wells Fargo to acquire Michigan Financial
Corporation. The acquisition will be Wells Fargo's entry into its 22nd banking
state.
Michigan Financial Corporation is the largest bank holding company headquartered
in Michigan's Upper Peninsula. It has 675 employees, $834 million in assets, and
offers a full range of financial services from 34 banking locations.
The acquisition, scheduled to be completed in the first quarter of next year,
requires approval from banking regulators and shareholders of Michigan Financial
Corporation. In the acquisition, Wells Fargo will issue 4,418,605 shares,
subject to certain possible adjustments described in the Agreement, of its
common stock in exchange for 100 percent of the stock of Michigan Financial
Corporation.
"As the banking industry continues to consolidate, we believe it's essential for
Michigan Financial Corporation to become part of a larger, more diversified
financial services company," said Michigan Financial's Chairman and President,
Howard Cohodas.
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"For our customers, becoming part of Wells Fargo will mean more convenience and
a broader array of products and services. For our shareholders, it represents an
outstanding investment opportunity. For our employees, it means more
opportunities for personal and professional growth. For our communities, it
means a continued emphasis on community banking and local decision-making. There
is real potential for growth in the Upper Peninsula and Wells Fargo recognizes
that. Through this single purchase, Wells is demonstrating its willingness to
invest in the future of the U.P. As always, decisions on lending and community
involvement will continue to be made by our people - those who live and work in
the Upper Peninsula communities they serve."
"We've long admired Michigan Financial Corporation for its commitment to
community banking in the Upper Peninsula and for its ability to grow beyond
traditional banking into a diversified financial services provider," said J.
Lanier Little, regional president for Norwest Banks in Wisconsin and Illinois, a
subsidiary of Wells Fargo. "We look forward to providing the same personal,
hometown service Michigan Financial Corporation's customers have come to expect,
understanding their needs and providing great service, while offering better
products and a broader product line that can help us earn 100 percent of their
financial services business."
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Michigan Financial Corporation has 11 banking locations in Marquette County,
including the cities of Ishpeming and Negaunee, two in Muninsing area, three in
Menominee, one in Stephenson, three in Escanaba, one in Manistique, four in the
Iron Mountain area, three in theHoughton area, two in Iron River, one in Crystal
Falls, two in Ironwood, and a loan production office in Marinette Wisconsin. It
also owns Michigan Financial Life Insurance Company, which underwrites credit
life, accident and health insurance for the banks' customers.
Wells Fargo has almost 6,000 banking stores in 21 other states: Arizona,
California, Colorado, Idaho, Illinois, Indiana, Iowa, Minnesota, Montana,
Nebraska, Nevada, New Mexico, North Dakota, Ohio, Oregon, South Dakota, Texas,
Utah, Washington, Wisconsin, and Wyoming.
Wells Fargo ranks #1 among all U.S. banks in Internet banking, commercial real
estate lending, small business lending, agricultural lending, and supermarket
banking. Wells Fargo is a $207 billion financial services company providing
banking, investments, insurance, mortgage and consumer finance from almost 6,000
stores, the Internet (www.wellsfargo.com) and other distribution channels across
North America and elsewhere internationally.
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