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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-33096
PROSPECTUS SUPPLEMENT
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(TO PROSPECTUS DATED APRIL 18, 2000)
$300,000,000
[LOGO]
WELLS FARGO FINANCIAL, INC.
FLOATING RATE SENIOR NOTES DUE JANUARY 11, 2002
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These floating rate notes will bear interest at the rate of LIBOR minus
0.1% per year. Interest on the notes is payable quarterly on January 11,
April 11, July 11 and October 11, commencing April 11, 2001. LIBOR, for the
purpose of setting the interest rate on the floating rate notes from time to
time, will be determined effective at the beginning of the initial interest
period and redetermined effective at the beginning of each subsequent quarterly
interest period. The floating rate notes will mature on January 11, 2002 and are
not redeemable before that date.
The floating rate notes are unsecured and rank equally with all of our
other senior unsecured and unsubordinated debt.
Wells Fargo Financial, Inc. was formerly known as Norwest Financial,
Inc. Its name was changed at the close of business on June 30, 2000.
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<TABLE>
<CAPTION>
PER NOTE TOTAL
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<S> <C> <C>
Price to investors(1)................................... 100% $300,000,000
Underwriting discount................................... .125% $375,000
Proceeds, before expenses, to Wells Fargo Financial..... 99.875% $299,625,000
</TABLE>
(1) Plus accrued interest from December 20, 2000, if settlement occurs
after that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the floating rate notes or determined
if this prospectus supplement and accompanying prospectus are truthful and
complete. Any representation to the contrary is a criminal offense.
The floating rate notes will be ready for delivery in New York, New York
on or about
December 20, 2000.
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MERRILL LYNCH & CO.
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The date of this prospectus supplement is December 13, 2000.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WELLS
FARGO FINANCIAL HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WELLS FARGO FINANCIAL IS NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED BY THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PROSPECTUS SUPPLEMENT.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
Prospectus Supplement --------
<S> <C>
Selected Financial Data..................................... S-3
Ratios of Earnings to Fixed Charges......................... S-3
Description of the Floating Rate Notes...................... S-3
Underwriting................................................ S-8
Prospectus
Where You Can Find More Information About Wells Fargo
Financial................................................. 1
Incorporation of Information We File with the SEC........... 1
Wells Fargo Financial, Inc.................................. 1
Use of Proceeds............................................. 2
Ratios of Earnings to Fixed Charges......................... 2
Description of the Debt Securities.......................... 2
Plan of Distribution........................................ 9
Legal Opinions.............................................. 10
Experts..................................................... 10
</TABLE>
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SELECTED FINANCIAL DATA
In Wells Fargo Financial's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, it reported total assets of $12,326,141,000, total
liabilities of $10,662,510,000 and total stockholder's equity of $1,663,631,000.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Wells Fargo Financial is set
forth below for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------- NINE MONTHS ENDED
1995 1996 1997 1998 1999 SEPTEMBER 30, 2000
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<S> <C> <C> <C> <C> <C>
2.13x 2.11x 2.00x 1.72x 1.78x 1.58x
</TABLE>
For the purpose of calculating the ratios of earnings to fixed charges we
have divided earnings plus fixed charges and income taxes by fixed charges.
Fixed charges consist of interest and debt expense plus the portion of rentals,
which we deem to be representative of the interest factor.
DESCRIPTION OF THE FLOATING RATE NOTES
The following description of the particular terms of the floating rate notes
offered by this prospectus supplement and the accompanying prospectus (the
"floating rate notes") hereby supplements the description of the general terms
and provisions of the debt securities set forth in the accompanying prospectus.
General
The floating rate notes will be issued under an Indenture, dated as of
November 1, 1991, between us and Bank One Trust Company, National Association
(formerly known as The First National Bank of Chicago), as trustee.
PRINCIPAL AMOUNT, MATURITY AND INTEREST
We are issuing $300,000,000 of our floating rate notes which will mature on
January 11, 2002. Floating rate notes will be sold only in denominations of
$1,000 and any larger amount that is an integral multiple of $1,000.
We will pay interest quarterly in arrears on each January 11, April 11,
July 11 and October 11 (each an interest payment date), commencing on April 11,
2001, and on the maturity date. If any of the quarterly interest payment dates
listed above falls on a day that is not a business day, we will postpone the
interest payment date to the next succeeding business day. Interest on the
floating rate notes will be computed on the basis of a 360-day year for the
actual number of days elapsed.
If the maturity date of the floating rate notes falls on a day that is not a
business day, we will pay principal and interest on the next succeeding business
day, but we will consider that payment as being made on the date that the
payment was due to you. Accordingly, no
S-3
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interest will accrue on the payment for the period from and after the maturity
date to the date we make the payment to you (the next succeeding business day).
The interest payable by us on a floating rate note on any interest payment
date and on the maturity date, subject to certain exceptions, will be paid to
the person in whose name such floating rate note is registered at the close of
business on the fifteenth calendar day preceding such interest payment date,
whether or not a business day. However, interest that we pay on the maturity
date, will be payable to the person to whom the principal will be payable.
Interest on the floating rate notes will accrue from, and including,
December 20, 2000, to, and excluding, the first interest payment date and then
from, and including, the immediately preceding interest payment date to which
interest has been paid or duly provided for to, but excluding, the next interest
payment date or the maturity date, as the case may be. We will refer to each of
these periods as an "interest period." Interest on the floating rate notes will
be calculated on the basis of the actual number of days in the applicable
interest period divided by 360.
The interest rate on the floating rate notes will be a per annum rate equal
to (i) LIBOR (determined for the initial interest period and, quarterly, for
each subsequent interest period in the manner described below) minus (ii) 0.1%.
The interest rate will be set for the initial interest period (commencing
December 20, 2000) and reset for each subsequent quarterly interest period,
effective the first day in such interest period. For each interest period, the
interest rate in effect will be based on LIBOR as determined on the second
London business day preceding the first day of such interest period (each such
date is referred to as an interest determination date). We will determine LIBOR
for each interest period in accordance with the following provisions:
- On the initial interest determination date, December 18, 2000, we will
ascertain the offered rate based on a weighted average (based on the
actual number of days in the initial interest period) of the respective
offered rates for three-month and four-month deposits in U.S. dollars in
the London interbank market, which appear on the Telerate Page 3750 as of
11:00 a.m. (London time) on such interest determination date.
- On each interest determination date subsequent to the initial interest
determination date, we will ascertain the offered rate for three-month
deposits in U.S. dollars in the London interbank market, which appears on
the Telerate Page 3750 as of 11:00 a.m. (London time) on such interest
determination date.
- If such rate does not appear on the Telerate Page 3750, or the Telerate
Page 3750 is unavailable, we will request four major banks in the London
interbank market (referred to as the reference banks) to provide us with
their offered quotation (expressed as a rate per annum) for three-month
deposits in U.S. dollars to leading banks in the London interbank market,
in a principal amount equal to an amount of not less than $1 million that
is representative for a single transaction in such market at such time, at
approximately 11:00 a.m. (London time) on the interest determination date.
If at least two such quotations are provided, LIBOR in respect of that
interest determination date will be the arithmetic mean of such
quotations.
- If less than two of the reference banks provide us with such offered
quotations, LIBOR in respect of that interest determination date will be
the arithmetic mean of
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the rates quoted by three major banks in The City of New York selected by
us at approximately 11:00 a.m., New York City time, on that interest
determination date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less than
$1 million that is representative for a single transaction in such market
at such time; provided, however, that if the banks we so selected are not
quoting as mentioned in this sentence, LIBOR will remain LIBOR in effect
on such interest determination date.
As used in this prospectus supplement, "business day" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York and "London business day" means any day
on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
Telerate Page 3750 means the display designated as page "3750" on Bridge
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).
Book-Entry System
Upon issuance, the floating rate notes will be represented by global
securities registered in the name of Cede & Co., as nominee of The Depository
Trust Company, which will act as the depositary for the floating rate notes (the
"Depositary"). The Depositary has advised Wells Fargo Financial as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "Direct Participants" include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. The Depositary is owned by a number of its Direct
Participants and by The New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the Depositary's system is also available to others, such as securities
brokers and dealers, banks and trust companies, that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.
Purchases of the floating rate notes under the Depositary's system must be
made by or through Direct Participants, which will receive a credit for the
floating rate notes on the Depositary's records. The ownership interest of each
actual purchaser of a floating rate note (a "Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the floating
rate notes are to be accomplished by entries
S-5
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made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in global securities, except in the event that use of the book-entry
system for the floating rate notes is discontinued.
To facilitate subsequent transfers, all floating rate notes deposited by
Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. The deposit of floating rate notes with the
Depositary and their registration in the name of Cede & Co. effect no change in
beneficial ownership. The Depositary has no knowledge of the actual Beneficial
Owners of the floating rate notes; the Depositary's records reflect only the
identity of the Direct Participants to whose accounts the floating rate notes
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.
As long as the floating rate notes are held by the Depositary or its nominee
and the Depositary continues to make its same-day funds settlement system
available to us, all payments of principal of and interest on the floating rate
notes will be made by us in immediately available funds to the Depositary. Wells
Fargo Financial has been advised that the Depositary's practice is to credit
Direct Participants' accounts on the applicable payment date in accordance with
their respective holdings shown on the Depositary's records unless the
Depositary has reason to believe that it will not receive payment on such date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of the Depositary, the
trustee or Wells Fargo Financial, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of Wells Fargo Financial or the
trustee, disbursement of such payments to Direct Participants shall be the
responsibility of the Depositary and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the floating
rate notes will trade in the Depositary's Same-Day Funds Settlement system.
Accordingly, the Depositary will require that secondary trading activity in the
floating rate notes settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the floating rate notes.
Wells Fargo Financial expects that conveyance of notices and other
communications by the Depositary to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. In
addition, neither the Depositary nor Cede & Co. will consent or vote with
respect to the floating rate notes; Wells Fargo Financial has been advised that
the Depositary's usual procedure is to mail an omnibus proxy to an issuer of
securities as soon as possible after the record date with respect to such
consent or vote. In the case of the floating rate notes, the omnibus proxy would
assign Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the floating rate notes are credited on such record date
(identified in a listing attached to the omnibus proxy).
The Depositary may discontinue providing its services as securities
depositary with respect to the floating rate notes at any time by giving
reasonable notice to Wells Fargo Financial or the trustee. Under such
circumstances, if a successor depositary is not
S-6
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appointed by us within 90 days, we will issue individual definitive floating
rate notes in exchange for all the global securities representing such notes. In
addition, we may at any time and in our sole discretion determine not to have
the floating rate notes represented by global securities and, in such event,
will issue individual definitive floating rate notes in exchange for all the
global securities representing the floating rate notes. Individual definitive
floating rate notes so issued will be issued in denominations of $1,000 and any
larger amount that is an integral multiple of $1,000 and registered in such
names as the Depositary shall direct.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that Wells Fargo
Financial believes to be reliable, but we take no responsibility for the
accuracy thereof.
Redemption
The floating rate notes may not be redeemed prior to maturity.
Concerning the Trustee
Bank One Trust Company, National Association, or its affiliates, have
extended a line of credit to Wells Fargo Financial. Wells Fargo Financial
borrows money and has other customary banking relationships with Bank One Trust
Company, National Association, or its affiliates.
ADDITIONAL INFORMATION
See "Description of the Debt Securities" in the accompanying prospectus for
additional important information about the floating rate notes. That information
includes:
- additional information about the terms of the floating rate notes;
- general information about the indenture and the trustee;
- a description of certain restrictions; and
- a description of events of default under the indenture.
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UNDERWRITING
We are selling the floating rate notes to Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the underwriter, pursuant to the terms of an underwriting
agreement dated December 13, 2000. The underwriter is purchasing the floating
rate notes as principal in this transaction for sale to one or more investors or
other purchasers
The underwriter proposes initially to offer the floating rate notes to the
public at the public offering price set forth on the cover of this prospectus
supplement and to certain dealers at such price less a concession not in excess
of .05% of the principal amount of the floating rate notes. The underwriter may
allow, and such dealers may reallow, a discount not in excess of .01% of the
principal amount of the floating rate notes to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.
In connection with the sale of any floating rate notes, the underwriter may
be considered to have received compensation from us equal to the difference
between the amount received by the underwriter in that sale and the price at
which the underwriter purchased the floating rate notes from us. In addition,
the underwriter may sell the floating rate notes to or through certain dealers,
and those dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriter or from any
purchasers of the floating rate notes for whom it may act as agent (which may be
in excess of customary compensation).
The underwriter has agreed to reimburse us for expenses related to this
offering in the total amount of $375,000.
The floating rate notes are an issue of securities with no established
trading market and will not be listed on any national securities exchange. The
underwriter has advised us that it intends to make a market in the floating rate
notes, but it is not obligated to do so. The underwriter may discontinue any
market making in the floating rate notes at any time in its sole discretion. No
assurance can be given as to the liquidity of any trading market for the
floating rate notes.
To facilitate this offering, the underwriter may engage in transactions that
stabilize, maintain or otherwise affect the price of the floating rate notes.
Specifically, the underwriter may over-allot in connection with the offering,
creating a short position in the floating rate notes for its own account. In
addition, to cover over-allotments or to stabilize the price of the floating
rate notes, the underwriter may bid for and purchase floating rate notes in the
open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the floating rate notes to be
higher than it might be in the absence of such purchases.
The underwriter does not, nor do we, make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the floating rate notes. In addition, neither we
nor the underwriter makes any representation that the underwriter will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.
We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. We have also
agreed to contribute to the payments the underwriter may be required to make
because of those liabilities.
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$300,000,000
[LOGO]
WELLS FARGO FINANCIAL, INC.
FLOATING RATE SENIOR NOTES DUE JANUARY 11, 2002
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
DECEMBER 13, 2000
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