<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
WELLS FARGO & COMPANY
(Exact name of Registrant as specified in its charter)
-----------------------
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 Montgomery Street
San Francisco, California 94163
1-800-411-4932
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Stanley S. Stroup
Executive Vice President and General Counsel
Wells Fargo & Company
MAC #A0149-072
633 Folsom Street
San Francisco, California 94107
415-396-6019
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
-----------------------
With a copy to:
Mary E. Schaffner Sonia A. Shewchuk Douglas D. Smith
Wells Fargo & Company Faegre & Benson LLP Gibson, Dunn & Crutcher
MAC #N9305-173 2200 Wells Fargo Center LLP
Wells Fargo Center, 17th 90 South Seventh Street One Montgomery Street
Floor Minneapolis, Minnesota Telesis Tower, 26th
Sixth and Marquette 55402-3901 Floor
Minneapolis, Minnesota San Francisco,
55479 California 94104
-----------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
<PAGE>
CALCULATION OF REGISTRATION FEE (1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
(2) REGISTERED (3) UNIT (4) PRICE FEE
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (5),
Preferred Stock,
Depositary Shares,
Common Stock, par
value $1-2/3 per share
(6), and Securities
Warrants.............. $10,000,000,000 $10,000,000,000(7)(8) $2,640,000
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
(2) Any securities registered hereunder may be sold separately or as units
with other securities registered hereunder.
(3) Includes such indeterminate number of shares of Preferred Stock, but with
an aggregate initial offering price not to exceed $10,000,000,000, plus
such indeterminate number of shares of Preferred Stock as may be issued
upon exercise of Securities Warrants or in exchange for, or upon
conversion of, Debt Securities or other Preferred Stock registered
hereunder, such indeterminate number of Depositary Shares as may be
issued in the event the Registrant elects to offer fractional interests
in shares of Preferred Stock registered hereunder, and such indeterminate
number of shares of Common Stock as may be issued upon exercise of
Securities Warrants or in exchange for, or upon conversion of, Debt
Securities or Preferred Stock registered hereunder. Also includes such
additional principal amount as may be necessary such that, if Debt
Securities are issued with an original issue discount, the aggregate
initial offering price of all Debt Securities will equal $10,000,000,000
less the dollar amount of other securities previously issued.
(4) Omitted pursuant to General Instruction II.D of Form S-3.
(5) The Debt Securities to be offered hereunder will consist of one or more
series of Senior Debt Securities or Subordinated Debt Securities, or any
thereof, as more fully described herein.
(6) Common Stock will be issued only upon conversion, exchange or exercise of
Debt Securities, Preferred Stock, Depositary Shares or Securities
Warrants. Associated with the Common Stock are preferred share purchase
rights that will not be exercisable or evidenced separately from the
Common Stock prior to the occurrence of certain events.
(7) No separate consideration will be received for Debt Securities, Common
Stock, Preferred Stock or Depositary Shares that are issued upon
conversion of Debt Securities, Preferred Shares or Depositary Shares.
(8) In U.S. dollars or the equivalent thereof in one or more foreign
currencies or composite currencies.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
WELLS FARGO & COMPANY
420 Montgomery Street
San Francisco, California 94163
1-800-411-4932
$10,000,000,000
Debt Securities
Preferred Stock
Depositary Shares
Securities Warrants
------------
We may also issue common stock upon conversion, exchange or exercise of any
of the securities listed above. We will provide the specific terms of these
securities in supplements to this prospectus. You should read this prospectus
and the applicable supplement carefully before you invest.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
------------
These securities are our unsecured obligations and are not savings accounts,
deposits or other obligations of any of our bank or nonbank subsidiaries and
are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency.
------------
This prospectus is dated , 2000.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf process, we may sell debt securities, preferred stock,
depositary shares and securities warrants in one or more offerings up to a
total dollar amount of $10,000,000,000. We may sell these securities either
separately or in units. We may also issue common stock upon conversion,
exchange or exercise of any of the securities mentioned above.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. Such prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and the
applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
us and the securities offered under this prospectus. That registration
statement can be read at the Securities and Exchange Commission, or SEC, web
site or at the SEC offices mentioned under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the offices of the
New York Stock Exchange and Chicago Stock Exchange. For further information on
obtaining copies of our public filings at the New York Stock Exchange, you
should call (212) 656-5060, and for further information on obtaining copies of
our public filings at the Chicago Stock Exchange, you should call (312) 663-
2423.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained
in this prospectus updates the information incorporated by reference, and
information that we file subsequently with the SEC will automatically update
this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information incorporated
by reference into this prospectus, you should rely on the information contained
in the document that was filed later. We incorporate by reference the documents
listed below and any filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange
2
<PAGE>
Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that we sell all the securities
offered by this prospectus:
. Annual Report on Form 10-K for the year ended December 31, 1999,
including information specifically incorporated by reference into our
Form 10-K from our 1999 Annual Report to Stockholders and our
definitive Proxy Statement for our 2000 Annual Meeting of
Stockholders;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
. Current Reports on Form 8-K filed January 18, 2000, January 26, 2000,
April 12, 2000, April 18, 2000, and July 18, 2000;
. the description of our preferred share purchase rights contained in
the Registration Statement on Form 8-A dated October 21, 1998; and
. the description of our common stock contained in the Current Report
on Form 8-K filed October 14, 1997.
You may request a copy of these filings, other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing to or telephoning us at the following address:
Laurel A. Holschuh
Corporate Secretary
Wells Fargo & Company
Wells Fargo Center
MAC #N9305-173
Sixth and Marquette
Minneapolis, Minnesota 55479
Phone: (612) 667-8655
You should rely only on the information incorporated by reference or
presented in this prospectus or the applicable prospectus supplement. Neither
we, nor any underwriters or agents, have authorized anyone else to provide you
with different information. We may only use this prospectus to sell securities
if it is accompanied by a prospectus supplement. We are only offering these
securities in states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus supplement is
accurate as of any date other than the dates on the front of those documents.
3
<PAGE>
THE COMPANY
Wells Fargo & Company is a diversified financial services company
organized under the laws of the State of Delaware and a financial holding
company and is registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.
Our subsidiaries provide retail, commercial and corporate banking
services to customers through banks located in Alaska, Arizona, California,
Colorado, Idaho, Illinois, Indiana, Iowa, Michigan, Minnesota, Montana,
Nebraska, Nevada, New Mexico, North Dakota, Ohio, Oregon, South Dakota, Texas,
Utah, Washington, Wisconsin and Wyoming. We provide additional financial
services to customers through subsidiaries engaged in various businesses, such
as wholesale banking, mortgage banking, consumer finance, equipment leasing,
agricultural finance, commercial finance, securities brokerage and investment
banking, insurance agency services, computer and data processing services,
trust services, mortgage-backed securities servicing and venture capital
investment. At December 31, 1999 our significant subsidiaries were Wells Fargo
Bank Minnesota, National Association and its consolidated subsidiaries, Norwest
Limited LP, LLLP, Norwest Venture Partners VI, LP and WFC Holdings Corporation
and its consolidated subsidiaries, including its principal subsidiary, Wells
Fargo Bank, National Association.
On November 2, 1998, we changed our name to "Wells Fargo & Company" from
"Norwest Corporation" following the merger of the former Wells Fargo & Company
into one of our wholly-owned subsidiaries. At June 30, 2000, we had
consolidated total assets of $234 billion, seventh largest among U.S. bank
holding companies.
We are a separate and distinct legal entity from our banking and other
subsidiaries. Our principal source of funds to pay dividends on our common and
preferred stock and debt service on our debt is dividends from our
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.
When we refer to "our company," "we," "our" and "us" in this prospectus
under the headings "The Company" and "Ratios of Earnings to Fixed Charges and
to Fixed Charges and Preferred Stock Dividends," we mean Wells Fargo & Company
and its subsidiaries unless the context indicates otherwise. When such terms
are used elsewhere in this prospectus, we refer only to Wells Fargo & Company
unless the context indicates otherwise.
4
<PAGE>
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the offered securities will be added to our general
funds and will be available for general corporate purposes, including:
. investments in or advances to our existing or future subsidiaries;
. repayment of obligations that have matured; and
. reducing our outstanding commercial paper and other debt.
Until the net proceeds have been used, they will be invested in short-term
marketable securities.
5
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FISCAL YEAR ENDED DECEMBER 31, JUNE 30 ,
---------------------------------- -------------
1995 1996 1997 1998 1999 1999 2000
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges:
Excluding interest on
deposits..................... 2.73x 2.98 3.10 2.56 3.49 3.69 3.07
Including interest on
deposits..................... 1.80x 1.78 1.81 1.63 2.16 2.17 2.02
Ratio of Earnings to Fixed
Charges and
Preferred Stock Dividends:
Excluding interest on
deposits..................... 2.55x 2.77 2.99 2.49 3.41 3.60 3.04
Including interest on
deposits..................... 1.74x 1.73 1.79 1.61 2.13 2.14 2.01
</TABLE>
. The ratio of earnings to fixed charges is calculated as follows:
(income before income taxes) + (fixed charges) - (capitalized interest)
(fixed charges)
. The ratio of earnings to fixed charges and preferred stock dividends is
calculated as follows:
(income before income taxes) + (fixed charges) - (capitalized interest)
(fixed charges) + (pretax earnings required to cover preferred stock dividends)
. Pretax earnings required to cover preferred stock dividends are calculated
as follows:
preferred stock dividends
1 - (our effective income tax rate)
. Fixed charges, excluding interest on deposits, consist of
. interest on short-term borrowings and long-term debt,
. amortization of debt expense,
. capitalized interest, and
. one-third of net rental expense, which we believe is representative of
the interest factor.
. Fixed charges, including interest on deposits, consist of all of the items
listed immediately above plus interest on deposits.
We have included these computations in compliance with SEC regulations.
However, we believe that the fixed charge ratios are not meaningful measures
for our business due to two factors. First, even if our net income did not
change, our ratios would decline if the proportion of our income that is tax-
exempt increased. Conversely, our ratios would increase if the proportion of
our income that is tax-exempt decreased. Second, even if our net income did not
change, our ratios would decline if our interest income and interest expense
increased by the same amount due to an increase in the level of interest rates.
Conversely, our ratios would increase if our interest income and interest
expense decreased by the same amount due to a decrease in the level of interest
rates.
6
<PAGE>
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of our debt
securities, which could be senior debt securities or subordinated debt
securities. The prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those debt securities.
The senior debt securities will be issued under a senior indenture
between us and the senior trustee named in the applicable prospectus supplement
and the subordinated debt securities will be issued under a subordinated
indenture between us and the subordinated trustee named in the applicable
prospectus supplement.
We have summarized the material terms and provisions of the indentures in
this section. We have also filed the form of each of the indentures as exhibits
to the registration statement. You should read the applicable indenture for
additional information before you buy any debt securities. The summary that
follows includes references to section numbers of the indentures so that you
can more easily locate these provisions.
GENERAL
The debt securities will be our direct unsecured obligations. Neither of
the indentures limits the amount of debt securities that we may issue. Both
indentures permit us to issue debt securities from time to time and debt
securities issued under an indenture will be issued as part of a series that
has been established by us under such indenture. (Section 301)
The senior debt securities will be unsecured and will rank equally with
all of our other Senior Debt, as defined under "--Subordination" below. The
subordinated debt securities will be unsecured and will rank equally with all
of our other subordinated debt and, together with such other subordinated debt,
will be subordinated to all of our existing and future Senior Debt. See "--
Subordination" below.
The debt securities are our unsecured senior or subordinated debt
securities, as the case may be, but our assets consist primarily of equity in
our subsidiaries. As a result, our ability to make payments on our debt
securities depends on our receipt of dividends, loan payments and other funds
from our subsidiaries. In addition, if any of our subsidiaries becomes
insolvent, the direct creditors of that subsidiary will have a prior claim on
its assets. Our rights and the rights of our creditors, including your rights
as an owner of our debt securities, will be subject to that prior claim, unless
we are also a direct creditor of that subsidiary. This subordination of
creditors of a parent company to prior claims of creditors of its subsidiaries
is commonly referred to as structural subordination.
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. (Section 301)
These terms will include some or all of the following:
. the title and type of the debt securities;
. any limit on the total principal amount of the debt securities of
that series;
. the price at which the debt securities will be issued;
. the date or dates on which the principal of and any premium on the
debt securities will be payable;
7
<PAGE>
. the maturity date or dates of the debt securities or the method by
which those dates can be determined;
. if the debt securities will bear interest:
. the interest rate on the debt securities or the method by which
the interest rate may be determined;
. the date from which interest will accrue;
. the record and interest payment dates for the debt securities;
. the first interest payment date; and
. any circumstances under which we may defer interest payments;
. the place or places where:
. we can make payments on the debt securities;
. the debt securities can be surrendered for registration of
transfer or exchange; and
. notices and demands can be given to us relating to the debt
securities and under the applicable indenture;
. any optional redemption provisions that would permit us or the
holders of debt securities to elect redemption of the debt securities
before their final maturity;
. any sinking fund provisions that would obligate us to redeem the debt
securities before their final maturity;
. whether the subordinated debt securities will be convertible into
shares of common stock, shares of preferred stock or depositary
shares and, if so, the terms and conditions of any such conversion,
and, if convertible into shares of preferred stock or depositary
shares, the terms of such preferred stock or depositary shares;
. if the debt securities will be issued in bearer form, the terms and
provisions contained in the bearer securities and in the applicable
indenture specifically relating to the bearer securities;
. the currency or currencies in which the debt securities will be
denominated and payable, if other than U.S. dollars and, if a
composite currency, any special provisions relating thereto;
. any circumstances under which the debt securities may be paid in a
currency other than the currency in which the debt securities are
denominated and any provisions relating thereto;
. whether the provisions described below under the heading "--
Defeasance" apply to the debt securities;
. any events of default which will apply to the debt securities in
addition to those contained in the applicable indenture;
. any additions or changes to the covenants contained in the applicable
indenture and the ability, if any, of the holders to waive our
compliance with those additional or changed covenants;
8
<PAGE>
. whether all or part of the debt securities will be issued in whole or
in part as temporary or permanent global securities and, if so, the
depositary for those global securities and a description of any book-
entry procedures relating to the global securities--a "global
security" is a debt security that we issue in accordance with the
applicable indenture to represent all or part of a series of debt
securities;
. if we issue temporary global securities, any special provisions
dealing with the payment of interest and any terms relating to the
ability to exchange interests in a temporary global security for
interests in a permanent global security or for definitive debt
securities;
. the identity of the security registrar and paying agent for the debt
securities if other than the applicable trustee;
. any special tax implications of the debt securities;
. any special provisions relating to the payment of any additional
amounts on the debt securities;
. the terms of any securities being offered together with or separately
from the debt securities; and
. any other terms of the debt securities.
When we use the term "holder" in this prospectus with respect to a registered
debt security, we mean the person in whose name such debt security is
registered in the security register. (Section 101)
PAYMENT; EXCHANGE; TRANSFER
We will designate a place of payment where you can receive payment of
the principal of and any premium and interest on the debt securities. Even
though we will designate a place of payment, we may elect to pay any interest
on the debt securities by mailing a check to the person listed as the owner of
the debt securities in the security register or by wire transfer to an account
designated by that person in writing not less than ten days before the date of
the interest payment. Unless we state otherwise in the applicable prospectus
supplement, we will pay interest on a debt security:
. on an interest payment date, to the person in whose name that debt
security is registered at the close of business on the record date
relating to that interest payment date; and
. on the date of maturity or earlier redemption or repayment, to the
person who surrenders the debt security at the office of our
appointed paying agent. (Sections 307, 1002)
Any money that we pay to a paying agent for the purpose of making
payments on the debt securities and that remain unclaimed two years after the
payments were due will, at our request, be returned to us and after that time
any holder of a debt security can only look to us for the payments on the debt
security. (Section 1003)
Any debt securities of a series can be exchanged for other debt
securities of that series so long as the other debt securities are denominated
in authorized denominations and have the same aggregate principal amount and
same terms as the debt securities that were surrendered for exchange. The debt
securities may be presented for registration of transfer, duly endorsed or
accompanied by a
9
<PAGE>
satisfactory written instrument of transfer, at the office or agency maintained
by us for that purpose in a place of payment. There will be no service charge
for any registration of transfer or exchange of the debt securities, but we may
require you to pay any tax or other governmental charge payable in connection
with a transfer or exchange of the debt securities. (Sections 305, 1002) If the
applicable prospectus supplement refers to any office or agency, in addition to
the security registrar, initially designated by us where you can surrender the
debt securities for registration of transfer or exchange, we may at any time
rescind the designation of any such office or agency or approve a change in the
location. However, we will be required to maintain an office or agency in each
place of payment for that series. (Section 1002)
DENOMINATIONS
Unless we state otherwise in the applicable prospectus supplement, the
debt securities will be issued only in registered form, without coupons, in
denominations of $1,000 each or multiples of $1,000.
BEARER DEBT SECURITIES
If we ever issue bearer debt securities, the applicable prospectus
supplement will describe all of the special terms and provisions of debt
securities in bearer form, and the extent to which those special terms and
provisions are different from the terms and provisions which are described in
this prospectus, which generally apply to debt securities in registered form,
and will summarize provisions of the applicable indenture that relate
specifically to bearer debt securities.
ORIGINAL ISSUE DISCOUNT
Debt securities may be issued under the indentures as original issue
discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an original issue discount security,
that means that an amount less than the principal amount of the debt security
will be due and payable upon a declaration of acceleration of the maturity of
the debt security under the applicable indenture. (Section 101) The applicable
prospectus supplement will describe the federal income tax consequences and
other special factors you should consider before purchasing any original issue
discount securities.
COVENANTS CONTAINED IN INDENTURES
Except as otherwise set forth in the next sentence, the senior indenture:
. prohibits us and our subsidiaries from selling, pledging, assigning
or otherwise disposing of shares of capital stock, or securities
convertible into capital stock, of any Principal Subsidiary Bank or
of any subsidiary owning, directly or indirectly, any capital stock
of a Principal Subsidiary Bank; and
. prohibits any Principal Subsidiary Bank from issuing any shares of
its capital stock or securities convertible into its capital stock.
This restriction does not apply to:
. sales, pledges, assignments or other dispositions or issuances of
directors' qualifying shares;
10
<PAGE>
. sales, pledges, assignments or other dispositions or issuances, so
long as, after giving effect to the disposition and to the issuance
of any shares issuable upon conversion or exchange of securities
convertible or exchangeable into capital stock, we would own directly
or through one or more of our subsidiaries not less than 80% of the
shares of each class of capital stock of the applicable Principal
Subsidiary Bank;
. sales, pledges, assignments or other dispositions or issuances made
in compliance with an order or direction of a court or regulatory
authority of competent jurisdiction; or
. sales of capital stock by any Principal Subsidiary Bank to its
stockholders so long as before the sale we own directly or indirectly
shares of the same class and the sale does not reduce the percentage
of the shares of that class of capital stock owned by us. (Section
1005 of the senior indenture)
When we use the term "subsidiary" in this section, we mean any
corporation of which we own more than 50% of the outstanding shares of voting
stock, except for directors' qualifying shares, directly or through one or more
of our other subsidiaries. Voting stock is stock that is entitled in the
ordinary course to vote for the election of a majority of the directors of a
corporation and does not include stock that is entitled to so vote only as a
result of the happening of certain events.
When we use the term "Principal Subsidiary Bank" above, we mean any
commercial bank or trust company organized in the United States under Federal
or state law of which we own at least a majority of the shares of voting stock
directly or through one or more of our subsidiaries if such commercial bank or
trust company has total assets, as set forth in its most recent statement of
condition, equal to more than 10% of our total consolidated assets, as set
forth in our most recent financial statements filed with the SEC under the
Exchange Act. (Section 101 of the senior indenture) As of the date hereof, our
Principal Subsidiary Banks are Wells Fargo Bank Minnesota, National
Association, and Wells Fargo Bank, National Association.
The subordinated indenture does not contain the restriction described
above.
Neither of the indentures contains restrictions on our ability to:
. incur, assume or become liable for any type of debt or other
obligation;
. create liens on our property for any purpose; or
. pay dividends or make distributions on our capital stock or
repurchase or redeem our capital stock.
The indentures do not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. In addition, the indentures do not
contain any provisions which would require us to repurchase or redeem or modify
the terms of any of the debt securities upon a change of control or other event
involving us which may adversely affect the creditworthiness of the debt
securities.
CONSOLIDATION, MERGER OR SALE
Each of the indentures generally permits a consolidation or merger
between us and another entity. They also permit the sale or transfer by us of
all or substantially all of our property and assets. These transactions are
permitted if:
. the resulting or acquiring entity, if other than us, is organized and
existing under the laws of a domestic jurisdiction and assumes all of
our responsibilities and liabilities
11
<PAGE>
under the applicable indenture, including the payment of all amounts
due on the debt securities and performance of the covenants in the
applicable indenture; and
. immediately after the transaction, and giving effect to the
transaction, no event of default under the applicable indenture
exists. (Section 801)
If we consolidate or merge with or into any other entity or sell or lease
all or substantially all of our assets according to the terms and conditions of
the indentures, the resulting or acquiring entity will be substituted for us in
the indentures with the same effect as if it had been an original party to the
indentures. As a result, such successor entity may exercise our rights and
powers under the indentures, in our name and, except in the case of a lease of
all or substantially all of our properties, we will be released from all our
liabilities and obligations under the indentures and under the debt securities.
(Section 802)
MODIFICATION AND WAIVER
Under each of the indentures, certain of our rights and obligations and
certain of the rights of holders of the debt securities may be modified or
amended with the consent of the holders of at least a majority of the aggregate
principal amount of the outstanding debt securities of all series of debt
securities affected by the modification or amendment, acting as one class.
However, the following modifications and amendments will not be effective
against any holder without its consent:
. a change in the stated maturity date of any payment of principal or
interest;
. a reduction in payments due on the debt securities;
. a change in the place of payment or currency in which any payment on
the debt securities is payable;
. a limitation of a holder's right to sue us for the enforcement of
payments due on the debt securities;
. a reduction in the percentage of outstanding debt securities required
to consent to a modification or amendment of the applicable indenture
or required to consent to a waiver of compliance with certain
provisions of the applicable indenture or certain defaults under the
applicable indenture;
. a reduction in the requirements contained in the applicable indenture
for quorum or voting;
. a limitation of a holder's right, if any, to repayment of debt
securities at the holder's option;
. in the case of subordinated debt securities convertible into common
stock, a limitation of any right to convert the subordinated debt
securities; and
. a modification of any of the foregoing requirements contained in the
applicable indenture. (Section 902)
Under each of the indentures, the holders of at least a majority of the
aggregate principal amount of the outstanding debt securities of all series of
debt securities affected by a particular covenant or condition, acting as one
class, may, on behalf of all holders of such series of debt
12
<PAGE>
securities, waive compliance by us with any covenant or condition contained in
the applicable indenture unless we specify that such covenant or condition
cannot be so waived at the time we establish the series. The senior indenture
provides that compliance with the covenant relating to Principal Subsidiary
Banks described above under "--Covenants Contained in Indentures" can be waived
in this manner. (Section 1008 of the senior indenture, Section 1005 of the
subordinated indenture)
In addition, under each of the indentures, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series of
debt securities may, on behalf of all holders of that series, waive any past
default under the applicable indenture, except:
. a default in the payment of the principal of or any premium or
interest on any debt securities of that series; or
. a default under any provision of the applicable indenture which
itself cannot be modified or amended without the consent of the
holders of each outstanding debt security of that series. (Section
513)
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the senior indenture with respect to any
series of senior debt securities, means any of the following:
. failure to pay interest on any senior debt security of that series
for 30 days after the payment is due;
. failure to pay the principal of or any premium on any senior debt
security of that series when due;
. failure to deposit any sinking fund payment on senior debt securities
of that series when due;
. failure to perform any of the covenants regarding capital stock of
Principal Subsidiary Banks described above under "--Covenants
Contained in Indentures";
. failure to perform any other covenant in the senior indenture that
applies to senior debt securities of that series for 90 days after we
have received written notice of the failure to perform in the manner
specified in the senior indenture;
. certain events in bankruptcy, insolvency or reorganization; or
. any other event of default that may be specified for the senior debt
securities of that series when that series is created. (Section 501
of the senior indenture)
Unless otherwise specified in the applicable prospectus supplement, an
"event of default," when used in the subordinated indenture with respect to any
series of subordinated debt securities, means any of the following:
. certain events in bankruptcy, insolvency or reorganization; or
. any other event of default that may be specified for the subordinated
debt securities of that series when that series is created. (Section
501 of the subordinated indenture)
If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the series
13
<PAGE>
may declare the entire principal of all the debt securities of that series to
be due and payable immediately. If such a declaration occurs, the holders of a
majority of the aggregate principal amount of the outstanding debt securities
of that series can, subject to conditions, rescind the declaration. (Sections
502, 513) Unless we state otherwise in the applicable prospectus supplement,
the holders of subordinated debt securities will not have the right to
accelerate the payment of principal of the subordinated debt securities as a
result of our failure to perform any covenant or agreement contained in the
subordinated debt securities or the subordinated indenture.
The prospectus supplement relating to a series of debt securities which
are original issue discount securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal
amount of the series when an event of default occurs and continues.
Each of the indentures requires us to file an officers' certificate with
the applicable trustee each year that states, to the knowledge of the
certifying officer, no defaults exist under the terms of the applicable
indenture. (Section 1007 of the senior indenture, Section 1004 of the
subordinated indenture). The trustee may withhold notice to the holders of debt
securities of any default, except defaults in the payment of principal,
premium, interest or any sinking fund installment, if it considers the
withholding of notice to be in the best interests of the holders. For purposes
of this paragraph, "default" means any event which is, or after notice or lapse
of time or both would become, an event of default under the applicable
indenture with respect to the debt securities of the applicable series.
(Section 602)
Other than its duties in the case of a default, a trustee is not
obligated to exercise any of its rights or powers under the applicable
indenture at the request, order or direction of any holders, unless the holders
offer that trustee reasonable indemnification. (Sections 601, 603) If
reasonable indemnification is provided, then, subject to other rights of the
trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that
series, direct the time, method and place of:
. conducting any proceeding for any remedy available to the trustee; or
. exercising any trust or power conferred upon the trustee. (Sections
512, 603)
The holder of a debt security of any series will have the right to begin
any proceeding with respect to the applicable indenture or for any remedy only
if:
. the holder has previously given the trustee written notice of a
continuing event of default with respect to that series;
. the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written
request of, and offered reasonable indemnification to, the trustee to
begin such proceeding;
. the trustee has not started such proceeding within 60 days after
receiving the request; and
. the trustee has not received directions inconsistent with such
request from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series during those 60
days. (Section 507)
However, the holder of any senior debt security will have an absolute right to
receive payment of principal of and any premium and interest on the senior debt
security when due and to institute suit to enforce this payment, and the holder
of any subordinated debt security will have, subject to the
14
<PAGE>
subordination provisions discussed below under "--Subordination," the absolute
right to receive payment of principal of and any premium and interest on the
subordinated debt security when due in accordance with the subordinated
indenture and to institute suit to enforce the payment. (Section 508)
DEFEASANCE
DEFEASANCE AND DISCHARGE. At the time that we establish a series of debt
securities under the applicable indenture, we can provide that the debt
securities of that series are subject to the defeasance and discharge
provisions of that indenture. If we so provide, we will be discharged from our
obligations on the debt securities of that series if:
. we deposit with the applicable trustee, in trust, sufficient money
or, if the debt securities of that series are denominated and payable
in U.S. dollars only, Eligible Instruments, to pay the principal, any
interest, any premium and any other sums due on the debt securities
of that series, such as sinking fund payments, on the dates the
payments are due under the applicable indenture and the terms of the
debt securities;
. we deliver to the applicable trustee an opinion of counsel that
states that the holders of the debt securities of that series will
not recognize income, gain or loss for federal income tax purposes as
a result of the deposit and will be subject to federal income tax on
the same amounts and in the same manner and at the same times as
would have been the case if no deposit had been made; and
. if the debt securities of that series are listed on any domestic or
foreign securities exchange, the debt securities will not be delisted
as a result of the deposit. (Section 403)
When we use the term "Eligible Instruments" in this section, we mean
monetary assets, money market instruments and securities that are payable in
dollars only and essentially risk free as to collection of principal and
interest, including:
. direct obligations of the United States backed by the full faith and
credit of the United States; or
. any obligation of a person controlled or supervised by and acting as
an agency or instrumentality of the United States if the timely
payment of the obligation is unconditionally guaranteed as a full
faith and credit obligation by the United States. (Section 101)
In the event that we deposit money and/or Eligible Instruments in trust
and discharge our obligations under a series of debt securities as described
above, then:
. the applicable indenture, including, in the case of subordinated debt
securities, the subordination provisions contained in the
subordinated indenture, will no longer apply to the debt securities
of that series; however, certain obligations to compensate, reimburse
and indemnify the trustee, to register the transfer and exchange of
debt securities, to replace lost, stolen or mutilated debt
securities, to maintain paying agencies and the trust funds and to
pay additional amounts, if any, required as a result of U.S.
withholding taxes imposed on payments to non-U.S. persons will
continue to apply; and
. holders of debt securities of that series can only look to the trust
fund for payment of principal, any premium and any interest on the
debt securities of that series. (Section 403)
15
<PAGE>
DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. At the
time that we establish a series of debt securities under the applicable
indenture, we can provide that the debt securities of that series are subject
to the covenant defeasance provisions of that indenture. If we so provide and
we make the deposit and deliver the opinion of counsel described above in this
section under the heading "--Defeasance and Discharge" we will not have to
comply with the following restrictive covenants contained in the applicable
indenture:
. Restrictions Upon Sale or Issuance of Capital Stock of Certain
Subsidiary Banks (Section 1005 of the senior indenture) discussed
above under "--Covenants Contained in Indentures"; and
. any other covenant we designate when we establish the series of debt
securities.
In the event of a covenant defeasance, our obligations under the applicable
indenture and the debt securities, other than with respect to the covenants
specifically referred to above, will remain in effect. (Section 1501 of the
senior indenture, Section 1701 of the subordinated indenture)
If we exercise our option not to comply with the covenants listed above
and the debt securities of the series become immediately due and payable
because an event of default has occurred, other than as a result of an event of
default specifically referred to above, the amount of money and/or Eligible
Instruments on deposit with the applicable trustee will be sufficient to pay
the principal, any interest, any premium and any other sums, due on the debt
securities of that series, such as sinking fund payments, on the date the
payments are due under the applicable indenture and the terms of the debt
securities, but may not be sufficient to pay amounts due at the time of
acceleration. However, we would remain liable for the balance of the payments.
(Section 1501 of the senior indenture, Section 1701 of the subordinated
indenture)
SUBORDINATION
The subordinated debt securities will be subordinate to all of our
existing and future Senior Debt, as defined below. Our Senior Debt includes the
senior debt securities and means
. any of our indebtedness for borrowed or purchased money, whether or
not evidenced by bonds, debentures, notes or other written
instruments,
. our obligations under letters of credit,
. any of our indebtedness or other obligations with respect to
commodity contracts, interest rate and currency swap agreements, cap,
floor and collar agreements, currency spot and forward contracts, and
other similar agreements or arrangements designed to protect against
fluctuations in currency exchange or interest rates, and
. any guarantees, endorsements (other than by endorsement of negotiable
instruments for collection in the ordinary course of business) or
other similar contingent obligations in respect of obligations of
others of a type described above, whether or not such obligation is
classified as a liability on a balance sheet prepared in accordance
with generally accepted accounting principles,
whether outstanding on the date of execution of the subordinated indenture or
thereafter incurred, other than obligations expressly on a parity with or
junior to the subordinated debt securities.
16
<PAGE>
If certain events in bankruptcy, insolvency or reorganization occur, we
will first pay all Senior Debt, including any interest accrued after the events
occur, in full before we make any payment or distribution, whether in cash,
securities or other property, on account of the principal of or interest on the
subordinated debt securities. In such an event, we will pay or deliver directly
to the holders of Senior Debt any payment or distribution otherwise payable or
deliverable to holders of the subordinated debt securities. We will make the
payments to the holders of Senior Debt according to priorities existing among
those holders until we have paid all Senior Debt, including accrued interest,
in full. Notwithstanding the subordination provisions discussed in this
paragraph, we may make payments or distributions on the subordinated debt
securities so long as:
. the payments or distributions consist of securities issued by us or
another company in connection with a plan or reorganization or
readjustment; and
. payment on those securities is subordinate to outstanding Senior Debt
and any securities issued with respect to Senior Debt under such plan
of reorganization or readjustment at least to the same extent
provided in the subordination provisions of the subordinated debt
securities. (Section 1801 of the subordinated indenture)
If such events in bankruptcy, insolvency or reorganization occur after we
have paid in full all amounts owed on Senior Debt:
. the holders of subordinated debt securities,
. together with the holders of any of our other obligations ranking
equal with those subordinated debt securities,
will be entitled to receive from our remaining assets any principal, premium or
interest due at that time on the subordinated debt securities and such other
obligations before we make any payment or other distribution on account of any
of our capital stock or obligations ranking junior to those subordinated debt
securities.
If we violate the subordinated indenture by making a payment or
distribution to holders of the subordinated debt securities before we have paid
all the Senior Debt in full, then such holders of the subordinated debt
securities will be deemed to have received the payments or distributions in
trust for the benefit of, and will have to pay or transfer the payments or
distributions to, the holders of the Senior Debt outstanding at the time. The
payment or transfer to the holders of the Senior Debt will be made according to
the priorities existing among those holders. Notwithstanding the subordination
provisions discussed in this paragraph, holders of subordinated debt securities
will not be required to pay, or transfer payments or distributions to, holders
of Senior Debt so long as:
. the payments or distributions consist of securities issued by us or
another company in connection with a plan of reorganization or
readjustment; and
. payment on those securities is subordinate to outstanding Senior Debt
and any securities issued with respect to Senior Debt under such plan
of reorganization or readjustment at least to the same extent
provided in the subordination provisions of those subordinated debt
securities. (Section 1801 of the subordinated indenture)
Because of the subordination, if we become insolvent, holders of Senior
Debt may receive more, ratably, and holders of the subordinated debt securities
having a claim pursuant to those securities may receive less, ratably, than our
other creditors. This type of subordination will not
17
<PAGE>
prevent an event of default from occurring under the subordinated indenture in
connection with the subordinated debt securities.
We may modify or amend the subordinated indenture as provided under "--
Modification and Waiver" above. However, the modification or amendment may not,
without the consent of the holders of all Senior Debt outstanding, modify any
of the provisions of the applicable indenture relating to the subordination of
the subordinated debt securities in a manner that would adversely affect the
holders of Senior Debt. (Section 902 of the subordinated indenture)
CONVERSION AND EXCHANGE
If any offered debt securities are convertible into preferred stock,
depositary shares or common stock at the option of the holders or exchangeable
for preferred stock, depositary shares or common stock at our option, the
prospectus supplement relating to those debt securities will include the terms
and conditions governing any conversions and exchanges.
DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of our preferred
stock and preference stock that may be offered by this prospectus. Unless we
specifically note otherwise, we will generally refer to our preferred stock and
preference stock collectively in this prospectus as preferred stock. The
prospectus supplement will describe the specific terms of the series of the
preferred stock offered through that prospectus supplement and any general
terms outlined in this section that will not apply to that series of preferred
stock.
We have summarized the material terms and provisions of the preferred
stock in this section. We have also filed our restated certificate of
incorporation, as amended, and the form of certificate of designations of
powers, preferences and rights of preferred stock, which we will refer to as
the "certificate of designation," as exhibits to the registration statement.
You should read our restated certificate of incorporation and the certificate
of designations relating to the applicable series of the preferred stock for
additional information before you buy any preferred stock.
GENERAL
Pursuant to our restated certificate of incorporation, as amended, our
board of directors has the authority, without further stockholder action, to
issue a maximum of 24,000,000 shares of preferred stock, consisting of a
maximum of 20,000,000 shares of preferred stock and a maximum of 4,000,000
shares of preference stock, including shares issued or reserved for issuance.
As of June 30, 2000 we had 5,666,090 issued and outstanding shares of preferred
stock. As of June 30, 2000, there were no shares of preference stock
outstanding. The board of directors has the authority to determine or fix the
following terms with respect to shares of any series of preferred stock:
. the number of shares and designation or title of the shares;
. dividend rights;
. whether and upon what terms the shares will be redeemable;
. the rights of the holders upon our dissolution or upon the
distribution of our assets;
18
<PAGE>
. whether and upon what terms the shares will have a purchase,
retirement or sinking fund;
. whether and upon what terms the shares will be convertible;
. the voting rights, if any, which will apply; provided, however, that
holders of preference stock will not be entitled to more than 1 vote
per share; and
. any other preferences, rights, limitations or restrictions of the
series.
If we purchase, redeem or convert shares of preferred stock, we will retire
and cancel them and restore them to the status of authorized but unissued
shares of preferred stock or preference stock, as the case may be. Those
shares will not be part of any particular series of preferred stock and may be
reissued by us.
As described under "Description of Depositary Shares" below, we may
elect to offer depositary shares represented by depositary receipts. If we so
elect, each depositary share will represent a fractional interest, to be
specified in the applicable prospectus supplement, in a share of preferred
stock. If we issue depositary shares representing interests in preferred
stock, those shares of preferred stock will be deposited with a depositary.
Under regulations of the Federal Reserve Board, our preferred stock is a
voting security at all times for purposes of the Bank Holding Company Act
because the holders of our preferred stock are entitled to vote for the
election of directors if we do not pay preferred stock dividends. Any holder
of more than 25% of a class of our voting securities, or less than 25% if the
holder otherwise exercises a "controlling influence" over us, would be
regulated as a bank holding company under the Bank Holding Company Act. In
addition, an existing bank holding company would need to obtain the Federal
Reserve Board's approval before acquiring 5% or more of any class of our
voting securities. Separately, under the Change in Bank Control Act of 1978,
any "person," including an individual or company other than a bank holding
company, may need to obtain the Federal Reserve Board's approval before
acquiring 10% or more of any class of our voting securities. All series of our
preferred stock are considered a single "class of voting shares" under the
Bank Holding Company Act because they generally vote together on all matters
as described below under "--Voting Rights."
The preferred stock will have the dividend, liquidation, redemption,
voting and conversion rights described in this section unless the applicable
prospectus supplement provides otherwise. You should read the prospectus
supplement relating to the particular series of the preferred stock it offers
for specific terms, including:
. the title, stated value and liquidation preference of the preferred
stock and the number of shares offered;
. the initial public offering price at which we will issue the
preferred stock;
. the dividend rate or rates, or method of calculation of dividends,
the dividend periods, the dates on which dividends will be payable
and whether the dividends will be cumulative or noncumulative and, if
cumulative, the dates from which the dividends will start to
cumulate;
. any redemption or sinking fund provisions;
. any conversion provisions;
19
<PAGE>
. whether we have elected to offer depositary shares as described under
"Description of Depositary Shares" below; and
. any additional dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, limitations and restrictions.
When we issue shares of preferred stock, they will be fully paid and
nonassessable. This means you will have paid the full purchase price for your
shares of preferred stock and you will not be assessed any additional amount
for your stock. Unless the applicable prospectus supplement specifies
otherwise:
. each series of preferred stock will rank equally in all respects with
the outstanding shares of preferred stock and each other series of
preferred stock offered under this prospectus;
. each series of preferred stock will rank senior to our series C
junior participating preferred stock described below under the
heading "Description of Common Stock--Rights Agreement";
. the preferred stock will have no preemptive rights to subscribe for
any additional securities which we may issue in the future, which
means that the holders of shares of preferred stock will have no
right, as holders of shares of preferred stock, to buy any portion of
those issued securities; and
. Wells Fargo Bank Minnesota, N.A. will be the transfer agent and
registrar for the preferred stock and any depositary shares.
DIVIDENDS
The holders of the preferred stock of each series will be entitled to
receive cash dividends, if declared by our board of directors or its duly
authorized committee, out of our assets that we can legally use to pay
dividends. The applicable prospectus supplement relating to a particular series
of preferred stock will describe the dividend rates and dates on which
dividends will be payable. The rates may be fixed or variable or both. If the
dividend rate is variable, the applicable prospectus supplement will describe
the formula used to determine the dividend rate for each dividend period. We
will pay dividends to the holders of record as they appear on our stock books
on the record dates fixed by our board of directors or its duly authorized
committee.
We are incorporated in Delaware, and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.
The applicable prospectus supplement will also state whether the
dividends on any series of the preferred stock are cumulative or noncumulative.
If our board of directors does not declare a dividend payable on a dividend
payment date on any noncumulative series of preferred stock, then the holders
of that series will not be entitled to receive a dividend for that dividend
period and we will not be obligated to pay the dividend for that dividend
period even if our board declares a dividend on that series payable in the
future.
20
<PAGE>
Our board will not declare and pay a dividend on any of our stock
ranking, as to dividends, equal with or junior to the preferred stock unless
full dividends on the preferred stock have been declared and paid, or declared
and sufficient money is set aside for payment. Until full dividends are paid,
or declared and payment is set aside, on all preferred stock ranking equal as
to dividends, then:
. we will declare any dividends pro rata among the shares of preferred
stock of each series offered under this prospectus and any other
series of preferred stock ranking equal to such series of preferred
stock offered under this prospectus as to dividends, which means that
the dividends we declare per share on each series of such preferred
stock will bear the same relationship to each other that the full
accrued dividends per share on each such series of the preferred
stock bear to each other;
. other than the above-described pro rata dividends, we will not
declare or pay any dividends or declare or make any distributions
upon any security ranking junior to or equal with the preferred stock
offered under this prospectus as to dividends or upon liquidation,
except dividends or distributions paid for with securities ranking
junior to the preferred stock as to dividends and upon liquidation;
and
. we will not redeem, purchase or otherwise acquire, or set aside money
for a sinking fund for, any securities ranking junior to or equal
with the preferred stock offered under this prospectus as to
dividends or upon liquidation, except by conversion into or exchange
for stock junior to the preferred stock as to dividends and upon
liquidation.
We will not owe any interest, or any money in lieu of interest, on any dividend
payment(s) on any series of the preferred stock which may be past due.
REDEMPTION
We may redeem all or part of a series of the preferred stock and that
series may be subject to mandatory redemption under a sinking fund or
otherwise, as described in the applicable prospectus supplement. Redeemed
shares of preferred stock will become authorized but unissued shares of
preferred stock or preference stock, as the case may be, that we may issue in
the future.
If a series of the preferred stock is subject to mandatory redemption,
the applicable prospectus supplement will specify the number of shares that we
will redeem each year and the redemption price. If shares of preferred stock
are redeemed, we will pay all accrued and unpaid dividends on those shares to,
but excluding, the redemption date. The prospectus supplement will also specify
whether the redemption price will be paid in cash or other property. If we are
only permitted to pay the redemption price for a series of preferred stock from
the proceeds of a capital stock issuance, and the proceeds from the issuance
are insufficient or no such issuance has occurred, then the terms of that
series may provide that the preferred stock will automatically and mandatorily
be converted into that capital stock.
If fewer than all of the outstanding shares of any series of the
preferred stock are to be redeemed, our board of directors will determine the
number of shares to be redeemed. We will redeem the shares pro rata from the
holders of record in proportion to the number of shares held by them, with
adjustments to avoid redemption of fractional shares.
Even though the terms of a series of preferred stock may permit
redemption of all or a part of the preferred stock, if any dividends, including
accumulated dividends, on that series are past due:
. we will not redeem any preferred stock of that series unless we
simultaneously redeem all outstanding preferred stock of that series;
and
21
<PAGE>
. we will not purchase or otherwise acquire any preferred stock of that
series.
The prohibition discussed in the prior sentence will not prohibit us from
purchasing or acquiring preferred stock of that series under a purchase or
exchange offer if we make the offer on the same terms to all holders of that
series.
Unless the applicable prospectus supplement specifies otherwise, we will
give notice of a redemption by mailing a notice to each record holder of the
shares to be redeemed, between 30 to 60 days prior to the date fixed for
redemption, unless we issue depositary shares representing interests in shares
of preferred stock, in which case we will send a notice to the depositary
between 40 to 70 days prior to the date fixed for redemption. We will mail the
notices to the holders' addresses as they appear on our stock records. Each
notice will state:
. the redemption date;
. the number of shares and the series of the preferred stock to be
redeemed;
. the redemption price;
. the place or places where holders can surrender the certificates for
the preferred stock for payment of the redemption price;
. that dividends on the shares to be redeemed will cease to accrue on
the redemption date; and
. the date when the holders' conversion rights, if any, will terminate.
If we redeem fewer than all shares of any series of the preferred stock held by
any holder, we will also specify the number of shares to be redeemed from the
holder in the notice.
If we have given notice of the redemption and have provided the funds for
the payment of the redemption price, then beginning on the redemption date:
. the dividends on the preferred stock called for redemption will no
longer accrue;
. those shares will no longer be considered outstanding; and
. the holders will no longer have any rights as stockholders except to
receive the redemption price.
When the holder properly surrenders the redeemed shares, the redemption price
will be paid out of the funds provided by us. If we redeem fewer than all of
the shares represented by any certificate, we will issue a new certificate
representing the unredeemed shares without cost to the holder.
If a redemption described above is deemed to be a "tender offer" within
the meaning of Rule 14e-1 under the Exchange Act, we will comply with all
applicable provisions of the Exchange Act.
CONVERSION OR EXCHANGE
The applicable prospectus supplement relating to a series of convertible
preferred stock will describe the terms on which shares of that series are
convertible into shares of common stock or a different series of preferred
stock or exchangeable for debt securities.
22
<PAGE>
RIGHTS UPON LIQUIDATION
Unless the applicable prospectus states otherwise, if we voluntarily or
involuntarily liquidate, dissolve or wind up our business, the holders of
shares of each series of the preferred stock offered under this prospectus and
any preferred stock ranking equal to the preferred stock offered under this
prospectus will be entitled to receive:
. liquidation distributions in the amount stated in the applicable
prospectus supplement; and
. all accrued and unpaid dividends, whether or not earned or declared.
We will pay these amounts to the holders of shares of each series of the
preferred stock, and all amounts owing on any preferred stock ranking equally
with such series of preferred stock as to distributions upon liquidation, out
of our assets available for distribution to stockholders before any
distribution is made to holders of any securities ranking junior to the series
of preferred stock upon liquidation.
The sale of all or substantially all of our property and assets, our
merger into or consolidation with any other corporation or the merger of any
other corporation into us will not be considered a dissolution, liquidation or
winding up of our business.
We will make pro rata distributions to the holders of a series of
preferred stock and any other shares of our stock ranking equal to that series
of preferred stock as to distributions upon dissolution, liquidation or winding
up of our business if
. we voluntarily or involuntarily liquidate, dissolve or wind up our
business, and
. we do not have enough assets available for distribution to the
holders of such series of preferred stock and any other shares of our
stock ranking equal with such series as to any such distribution to
pay all amounts to which the holders are entitled.
This means the distributions we pay to the holders of all shares ranking equal
as to distributions upon dissolution, liquidation or winding up of our business
will bear the same relationship to each other that the full distributable
amounts for which those holders are respectively entitled upon dissolution,
liquidation or winding up of our business bear to each other.
After we pay the full amount of the liquidation distribution to which the
holders of a series of the preferred stock are entitled, those holders will
have no right or claim to any of our remaining assets.
VOTING RIGHTS
Except as described in this section or in the applicable prospectus
supplement, or except as expressly required by applicable law, the holders of
the preferred stock will not be entitled to vote. If the holders of a series of
preferred stock are entitled to vote and the applicable prospectus supplement
does not state otherwise, then each share of preferred stock will have one
vote; provided, however, that under no circumstances will the holders of
preference stock have more than one vote per share. As more fully described
under "Description of Depositary Shares" below, if we issue depositary shares
representing fractional interests in a share of preferred stock, the holders of
each depositary share will be entitled to a fraction of a vote.
23
<PAGE>
For any series of preferred stock having one vote per share, the voting
power of the series, on matters on which holders of that series and holders of
any other series of preferred stock are entitled to vote as a single class,
will solely depend on the total number of shares in that series and not the
aggregate liquidation preference or initial offering price.
If we have not paid dividends on any series of preferred stock offered
under this prospectus for more than 540 days, the holders of that series,
together with the holders of outstanding shares of all other series of
preferred stock ranking equally to that series as to distribution upon
liquidation and having similar voting rights which are then exercisable, will
be entitled to vote for the election of two additional directors at the next
annual meeting of our stockholders. If the holders of a series of preferred
stock are entitled to elect two additional directors, then each share of
preferred stock will have one vote. In such case, the size of our board of
directors will increase by two directors. After we pay the full amount of
dividends to which the holders of the series of preferred stock are entitled,
those holders will no longer have a vote for the election of two additional
directors.
Unless we receive the consent of the holders of an outstanding series of
preferred stock and the outstanding shares of all other series of preferred
stock which
. rank equal with that series either as to dividends or the
distribution of assets upon liquidation, dissolution or winding up of
our business, and
. have voting rights that are exercisable and that are similar to those
of that series, we will not:
. authorize, create or issue, or increase the authorized or issued
amount of, any class or series of stock ranking prior to that
outstanding preferred stock with respect to payment of dividends
or the distribution of assets upon liquidation, dissolution or
winding up of our business; or
. amend, alter or repeal, whether by merger, consolidation or
otherwise, the provisions of our restated certificate of
incorporation, as amended, or of the resolutions contained in a
certificate of designation creating that series of the preferred
stock in a way that materially and adversely affects any right,
preference, privilege or voting power of that outstanding
preferred stock.
This consent must be given by the holders of at least two-thirds of all
outstanding preferred stock described in the preceding sentence, voting
together as a single class. However, we will not be required to obtain this
consent with respect to any amendment, alteration or repeal affecting the
rights, preferences, privileges or voting powers of preferred stock of the type
described above, if we only:
. increase the amount of the authorized preferred stock;
. create and issue another series of preferred stock; or
. increase the amount of authorized shares of any series of preferred
stock;
so long as that preferred stock in each case ranks equal with or junior to the
shares of preferred stock offered under this prospectus with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of our business.
The holders of our ESOP preferred stock, 1995 ESOP preferred stock, 1996
ESOP preferred stock, 1997 ESOP preferred stock, 1998 ESOP preferred stock,
1999 ESOP preferred stock, 2000
24
<PAGE>
ESOP preferred stock, series B preferred stock and series H preferred stock
described below under "--Outstanding Preferred Stock" have voting rights
similar to those described in this section.
OUTSTANDING PREFERRED STOCK
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock offered by this prospectus will rank equally in all respects
with our outstanding preferred stock. Our common stock, including the common
stock that may be issued upon conversion of preferred stock or in exchange for,
or upon conversion of, debt securities or upon exercise of securities warrants,
will be subject to any prior rights of the preferred stock then outstanding.
Therefore, the rights of the outstanding preferred stock described below and
any preferred stock that may be issued after the date hereof, may limit the
rights of the holders of the common stock. At June 30, 2000, we had
outstanding:
. 3,681 shares of ESOP cumulative convertible preferred stock, which we
refer to as our ESOP preferred stock;
. 11,853 shares of 1995 ESOP cumulative convertible preferred stock,
which we refer to as our 1995 ESOP preferred stock;
. 11,810 shares of 1996 ESOP cumulative convertible preferred stock,
which we refer to as our 1996 ESOP preferred stock;
. 10,640 shares of 1997 ESOP cumulative convertible preferred stock,
which we refer to as our 1997 ESOP preferred stock;
. 8,215 shares of 1998 ESOP cumulative convertible preferred stock,
which we refer to as our 1998 ESOP preferred stock;
. 21,726 shares of 1999 ESOP cumulative convertible preferred stock,
which we refer to as our 1999 ESOP preferred stock;
. 98,165 shares of 2000 ESOP cumulative convertible preferred stock,
which we refer to as our 2000 ESOP preferred stock;
. 1,500,000 shares of adjustable rate cumulative preferred stock,
series B, which we refer to as our series B preferred stock; and
. 4,000,000 shares of fixed/adjustable rate noncumulative preferred
stock, series H, which we refer to as our series H preferred stock.
ESOP PREFERRED STOCK. The ESOP preferred stock has a stated value of
$1,000.00 per share. The ESOP preferred stock provides for cumulative quarterly
dividends at the annual rate of 9% calculated as a percentage of stated value.
All outstanding shares of ESOP preferred stock are held of record by a trustee
acting on behalf of the Wells Fargo & Company 401(k) Plan, or any successor to
that plan, which we refer to as the Plan in this prospectus. The ESOP preferred
stock is subject to redemption, in whole or in part, at our option, at a price
equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of ESOP preferred stock, as that term
is used in the certificate of designations for the ESOP preferred
stock, on the date fixed for redemption.
25
<PAGE>
The ESOP preferred stock is mandatorily convertible, without any further
action on our part or on the part of the holder, into common stock at the then-
applicable Conversion Price, as defined in the certificate of designations for
the ESOP preferred stock, when:
. the ESOP preferred stock is released from the unallocated reserve of
the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of ESOP preferred stock is entitled, at any time before
the date fixed for redemption, to convert shares of ESOP preferred stock held
by that holder into shares of common stock at the then-applicable Conversion
Price.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of ESOP preferred stock are entitled to
receive out of our assets available for distribution to stockholders, before
any distribution of assets is made to holders of common stock, $1,000.00 per
share, plus accrued and unpaid dividends.
Except as required by law, the holders of ESOP preferred stock are not
entitled to vote, except under the limited circumstances described above under
"--Voting Rights". The ESOP preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the ESOP preferred stock.
1995 ESOP PREFERRED STOCK. The 1995 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1995 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of 10% calculated as a
percentage of stated value. All outstanding shares of 1995 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1995 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 1995 ESOP preferred stock, as that
term is used in the certificate of designations for the 1995 ESOP
preferred stock, on the date fixed for redemption.
The 1995 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the then-applicable Conversion Price, as that term is used in the certificate
of designations for our 1995 ESOP preferred stock, when:
. the 1995 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when a record ownership of the shares of 1995 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 1995 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1995 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
26
<PAGE>
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1995 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 1995 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1995 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1995 ESOP preferred stock.
1996 ESOP PREFERRED STOCK. The 1996 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1996 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $85.00, $90.00 or $95.00
based on the Current Market Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, of one share of common stock as
of a fixed trading date. All outstanding shares of 1996 ESOP preferred stock
are held of record by a trustee acting on behalf of the Plan. The 1996 ESOP
preferred stock is subject to redemption, in whole or in part, at our option,
at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 1996 ESOP preferred stock, as that
term is used in the certificate of designations for the 1996 ESOP
preferred stock, on the date fixed for redemption.
The 1996 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1996 ESOP preferred stock, when:
. the 1996 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of 1996 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 1996 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1996 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1996 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 1996 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1996 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1996 ESOP preferred stock.
1997 ESOP PREFERRED STOCK. The 1997 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1997 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $95.00, $100.00 or $105.00
based on the Current Market Price, as that term is used in the
27
<PAGE>
certificate of designations for the 1997 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1997 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1997 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 1997 ESOP preferred stock, as that
term is used in the certificate of designations for the 1997 ESOP
preferred stock, on the date fixed for redemption.
The 1997 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1997 ESOP preferred stock, when:
. the 1997 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of 1997 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 1997 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1997 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1997 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 1997 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1997 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1997 ESOP preferred stock.
1998 ESOP PREFERRED STOCK. The 1998 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1998 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $107.50, $112.50 or
$117.50 based on the Current Market Price, as that term is used in the
certificate of designations for the 1998 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1998 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1998 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 1998 ESOP preferred stock, as that
term is used in the certificate of designations for the 1998 ESOP
preferred stock, on the date fixed for redemption.
28
<PAGE>
The 1998 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1998 ESOP preferred stock, when:
. the 1998 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of 1998 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 1998 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1998 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1998 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 1998 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1998 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1998 ESOP preferred stock.
1999 ESOP PREFERRED STOCK. The 1999 ESOP preferred stock has a stated
value of $1,000.00 per share. The 1999 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $103.00, $108.00 or
$113.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 1999 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 1999 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 1999 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 1999 ESOP preferred stock, as that
term is used in the certificate of designations for the 1999 ESOP
preferred stock, on the date fixed for redemption.
The 1999 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 1999 ESOP preferred stock, when:
. the 1999 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of 1999 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 1999 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 1999 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
29
<PAGE>
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 1999 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 1999 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 1999 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 1999 ESOP preferred stock.
2000 ESOP PREFERRED STOCK. The 2000 ESOP preferred stock has a stated
value of $1,000.00 per share. The 2000 ESOP preferred stock provides for
cumulative quarterly dividends at the annual rate of $115.00, $120.00 or
$125.00 based on the Current Market Price, as that term is used in the
certificate of designations for the 2000 ESOP preferred stock, of one share of
common stock as of a fixed trading date. All outstanding shares of 2000 ESOP
preferred stock are held of record by a trustee acting on behalf of the Plan.
The 2000 ESOP preferred stock is subject to redemption, in whole or in part, at
our option, at a price equal to the higher of:
. $1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption; and
. the Fair Market Value per share of 2000 ESOP preferred stock, as that
term is used in the certificate of designations for the 2000 ESOP
preferred stock, on the date fixed for redemption.
The 2000 ESOP preferred stock is mandatorily convertible, without any
further action on our part or on the part of the holder, into common stock at
the applicable Conversion Price, as that term is used in the certificate of
designations for the 2000 ESOP preferred stock, when:
. the 2000 ESOP preferred stock is released from the unallocated
reserve of the Plan in accordance with the terms of the Plan; or
. when record ownership of the shares of 2000 ESOP preferred stock is
transferred to any person other than a successor trustee under the
Plan.
In addition, a holder of 2000 ESOP preferred stock is entitled, at any time
before the date fixed for redemption, to convert shares of 2000 ESOP preferred
stock held by that holder into shares of common stock at the then-applicable
Conversion Price.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of 2000 ESOP preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to holders of common
stock, $1,000.00 per share, plus accrued and unpaid dividends.
Except as required by law, the holders of 2000 ESOP preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". The 2000 ESOP preferred stock does not have preemptive
rights and is not subject to any sinking fund and we are not otherwise
obligated to repurchase or redeem the 2000 ESOP preferred stock.
30
<PAGE>
SERIES B PREFERRED STOCK. The series B preferred stock provides for
quarterly cumulative dividends. Each quarterly dividend payment equals $50.00
multiplied by the dividend rate for that dividend period, divided by four. The
dividend rate for a given dividend payment is equal to 76% of the highest of:
. the three-month Treasury Bill Rate;
. the Ten Year Constant Maturity Rate; or
. the Twenty Year Constant Maturity Rate, as each term is used in the
certificate of designations for the series B preferred stock.
In no event, however, will the dividend rate be less than 5.5% on an
annual basis or greater than 10.5% on an annual basis. The series B preferred
stock is subject to redemption, in whole or in part, at our option, at a per
share price equal to $50.00, plus accrued and unpaid dividends thereon to the
date fixed for redemption.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series B preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to the holders of
common stock, a per share amount equal to $50.00, plus accrued and unpaid
dividends to the date of final distribution.
Except as required by law, the holders of series B preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series B preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series B preferred stock does not have preemptive rights and
is not subject to any sinking fund, and we are not otherwise obligated to
repurchase or redeem the series B preferred stock. Our outstanding shares of
series B preferred stock are listed on the New York Stock Exchange under the
symbol "WFCPRB".
SERIES H PREFERRED STOCK. The series H preferred stock provides for
quarterly noncumulative dividends. The dividend rate for each quarter through
October 1, 2001 will be based upon an annual rate of 6.59%, and any quarterly
dividend will equal the amount obtained by multiplying $50.00 by the quarterly
dividend rate. The quarterly dividend rate through October 1, 2001 equals
1.6475%, or 6.59% divided by four. After October 1, 2001, the dividend rate for
each quarter will be based upon an annual rate equal to .44% plus the highest
of:
. the Treasury Bill Rate;
. the Ten Year Constant Maturity Rate; or
. the Thirty Year Constant Maturity Rate, as each term is used in the
certificate of designations for the series H preferred stock.
We may be required to adjust this rate, however, in the case of amendments to
the Internal Revenue Code of 1986. In no event will the annual dividend rate
after October 1, 2001 be less than 7% or greater than 13%. Any quarterly
dividend paid after October 1, 2001 will equal the amount obtained by
multiplying $50.00 by the quarterly dividend rate, or the annual dividend rate
divided by four.
Except as set forth below, we may not redeem the series H preferred stock
before October 1, 2001. At any time after October 1, 2001, we may redeem the
series H preferred stock, in whole or in
31
<PAGE>
part, at our option, at a per share price equal to $50.00, plus accrued and
unpaid dividends to the date fixed for redemption. Notwithstanding the
foregoing, we may redeem all, but not less than all, of the outstanding shares
of series H preferred stock at any time at our option if the percentage of
dividends received deduction as specified in Section 243(a)(1) of the Internal
Revenue Code of 1986 or any successor provision is equal to or less than 40%
and as a result the dividends payable on the series H preferred stock will be
adjusted upward as specified in the certificate of designations for the series
H preferred stock. In this event, the per share redemption price will initially
equal $51.50, plus accrued and unpaid dividends from the immediately preceding
dividend payment date, whether or not earned or declared, and the redemption
price will decrease each twelve-month period thereafter by $.50 but not below
$50.00 plus accrued and unpaid dividends from the immediately preceding
dividend payment date, whether or not earned or declared.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up of our business, the holders of series H preferred stock are
entitled to receive out of our assets available for distribution to
stockholders, before any distribution of assets is made to the holders of
common stock, a per share amount equal to $50.00, plus an amount equal to all
dividends, whether or not earned or declared, from the immediately preceding
dividend payment date to the date of final distribution. Holders of series H
preferred stock will not be entitled to receive payment for unpaid dividends
for any periods before the immediately preceding dividend payment date.
Except as required by law, the holders of series H preferred stock are
not entitled to vote, except under the limited circumstances described above
under "--Voting Rights". Holders of series H preferred stock have no rights to
convert their shares into or exchange their shares for any other shares of our
capital stock. The series H preferred stock does not have preemptive rights and
is not subject to any sinking fund and we are not otherwise obligated to
repurchase or redeem the series H preferred stock.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary
shares. The prospectus supplement will describe the specific terms of the
depositary shares offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those depositary shares.
We have summarized the material terms and provisions of the deposit
agreement, the depositary shares and the depositary receipts in this section.
We have also filed the form of deposit agreement, including the form of
depositary receipt, as an exhibit to the registration statement. You should
read the forms of deposit agreement and depositary receipt relating to a series
of preferred stock for additional information before you buy any depositary
shares that represent preferred stock of that series.
GENERAL
We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for the issuance by a
depositary to the public of receipts for depositary shares, each of which will
represent a fractional interest in a share of a particular series of preferred
stock.
32
<PAGE>
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a separate deposit agreement between us and a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50 million, which we refer
to in this prospectus as the depositary. We will name the depositary in the
applicable prospectus supplement. Subject to the terms of the deposit
agreement, each owner of a depositary share will have a fractional interest in
all the rights and preferences of the preferred stock underlying the depositary
share. Those rights include any dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued
under the deposit agreement. If you purchase fractional interests in shares of
the related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts
although not in final form. The holders of the temporary depositary receipts
will be entitled to the same rights as if they held the depositary receipts in
final form. Holders of the temporary depositary receipts can exchange them for
the final depositary receipts at our expense.
Unless we specify otherwise in the applicable prospectus supplement, you
will not be entitled to receive the whole shares of preferred stock underlying
the depositary shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record
holders of depositary shares representing the shares of preferred stock in
proportion to the numbers of depositary shares owned by the holders on the
relevant record date. The depositary will not distribute amounts less than one
cent. The depositary will distribute any balance with the next sum received for
distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make the distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.
The deposit agreement will also contain provisions relating to how any
subscription or similar rights offered by us to holders of the preferred stock
will be made available to the holders of depositary shares.
CONVERSION AND EXCHANGE
If any series of preferred stock underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.
REDEMPTION OF DEPOSITARY SHARES
If the series of the preferred stock underlying the depositary shares is
subject to redemption, all or a part of the depositary shares will be redeemed
from the redemption proceeds of that series of
33
<PAGE>
the preferred stock held by the depositary. The depositary will mail notice of
redemption between 30 to 60 days prior to the date fixed for redemption to the
record holders of the depositary shares to be redeemed at their addresses
appearing in the depositary's records. The redemption price per depositary
share will bear the same relationship to the redemption price per share of
preferred stock that the depositary share bears to the underlying preferred
stock. Whenever we redeem preferred stock held by the depositary, the
depositary will redeem, as of the same redemption date, the number of
depositary shares representing the preferred stock redeemed. If less than all
the depositary shares are to be redeemed, the depositary shares to be redeemed
will be selected by lot or pro rata as determined by the depositary.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon the redemption. Payments will be made when holders
surrender their depositary receipts to the depositary.
VOTING THE PREFERRED STOCK
When the depositary receives notice of any meeting at which the holders
of the preferred stock may vote, the depositary will mail information about the
meeting contained in the notice, and any accompanying proxy materials, to the
record holders of the depositary shares relating to the preferred stock. Each
record holder of such depositary shares on the record date, which will be the
same date as the record date for the preferred stock, will be entitled to
instruct the depositary as to how the preferred stock underlying the holder's
depositary shares should be voted.
The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested by and deemed necessary by
the depositary in order to enable the depositary to vote the preferred stock in
that manner. The depositary will not vote any preferred stock for which it does
not receive specific instructions from the holders of the depositary shares
relating to such preferred stock.
TAXATION
Owners of depositary shares will be treated for federal income tax
purposes as if they were owners of the preferred stock represented by the
depositary shares. Accordingly, for federal income tax purposes they will have
the income and deductions to which they would be entitled if they were holders
of the preferred stock. In addition:
. no gain or loss will be recognized for federal income tax purposes
upon the withdrawal of preferred stock in exchange for depositary
shares as provided in the deposit agreement;
. the tax basis of each share of preferred stock to an exchanging owner
of depositary shares will, upon the exchange, be the same as the
aggregate tax basis of the depositary shares exchanged for such
preferred stock; and
. the holding period for the preferred stock, in the hands of an
exchanging owner of depositary shares who held the depositary shares
as a capital asset at the time of the exchange, will include the
period that the owner held the depositary shares.
34
<PAGE>
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary at any time. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless approved by the record holders of at least a majority
of the depositary shares then-outstanding. A deposit agreement may be
terminated by us or the depositary only if:
. all outstanding depositary shares relating to the deposit agreement
have been redeemed; or
. there has been a final distribution on the preferred stock of the
relevant series in connection with our liquidation, dissolution or
winding up of our business and the distribution has been distributed
to the holders of the related depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay
associated charges of the depositary for the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary shares
will pay transfer and other taxes and governmental charges and any other
charges that are stated to be their responsibility in the deposit agreement.
MISCELLANEOUS
We will forward to the depositary, for distribution to the holders of
depositary shares, all reports and communications that we must furnish to the
holders of the preferred stock.
Neither the depositary nor we will be liable if the depositary is
prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit agreement. Our obligations and the
depositary's obligations under the deposit agreement will be limited to
performance in good faith of duties set forth in the deposit agreement. Neither
the depositary nor we will be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or preferred stock unless
satisfactory indemnity is furnished to us and/or the depositary. We and the
depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to us. We may
also remove the depositary at any time. Resignations or removals will take
effect when a successor depositary is appointed and it accepts the appointment.
The successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.
35
<PAGE>
DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions of the shares of
our common stock. The prospectus supplement will describe the specific terms of
the common stock offered through that prospectus supplement in connection with
the conversion, exchange or exercise of debt securities, preferred stock,
depositary shares or securities warrants and any general terms outlined in this
section that will not apply to that common stock.
We have summarized the material terms and provisions of the common stock
in this section. We have also filed our restated certificate of incorporation,
as amended, our bylaws and the certificate of designation relating to our
series C junior participating preferred stock, referred to in this prospectus
as our series C preferred stock, as exhibits to the registration statement. You
should read our restated certificate of incorporation, as amended, and our
bylaws and the certificate of designation relating to the series C preferred
stock for additional information before you buy any securities which may be
exercised or exchangeable for or converted into common stock.
GENERAL
SHARES OUTSTANDING. As of June 30, 2000, our authorized common stock was
4,000,000,000 shares. From these authorized shares, we had issued 1,666,095,285
shares, of which 1,619,141,306 shares were outstanding and 46,953,959 shares
were held as treasury shares.
DIVIDENDS. Holders of common stock may receive dividends when declared by
our board of directors out of our funds that we can legally use to pay
dividends. We may pay dividends in cash, stock or other property. In certain
cases, holders of common stock may not receive dividends until we have
satisfied our obligations to any holders of outstanding preferred stock. Other
restrictions on our ability to pay dividends are described below under "--
Dividend Restrictions" and above under "Description of Preferred Stock--
Outstanding Preferred Stock."
VOTING RIGHTS. Holders of common stock have the exclusive power to vote
on all matters presented to our stockholders unless Delaware law or the
certificate of designation for an outstanding series of preferred stock gives
the holders of that preferred stock the right to vote on certain matters. Each
holder of common stock is entitled to one vote per share. Holders of common
stock have no cumulative voting rights for the election of directors. This
means a holder of a single share of common stock cannot cast more than one vote
for each position to be filled on our board of directors.
OTHER RIGHTS. If we voluntarily or involuntarily liquidate, dissolve or
wind up our business, holders of common stock will receive pro rata, according
to shares held by them, any of our remaining assets available for distribution
to stockholders after we have provided for payment of all debts and other
liabilities, including any liquidation preference for outstanding shares of
preferred stock. When we issue securities in the future, holders of common
stock have no preemptive rights. This means the holders of common stock have no
right, as holders of common stock, to buy any portion of those issued
securities. Each share of common stock includes a right to purchase series C
preferred stock if certain conditions occur. The conditions under which a
holder may exercise that purchase right are discussed below under the heading
"--Rights Agreement".
LISTING. Our outstanding shares of common stock are listed on the New
York Stock Exchange and Chicago Stock Exchange under the symbol "WFC." Wells
Fargo Bank Minnesota, N.A. serves as the transfer agent and registrar for the
common stock.
36
<PAGE>
FULLY PAID. The outstanding shares of common stock are fully paid and
nonassessable. This means the full purchase price for the outstanding shares of
common stock has been paid and the holders of such shares will not be assessed
any additional amounts for such shares. Any additional common stock that we may
issue in the future upon the conversion or exercise of other securities offered
under this prospectus will also be fully paid and nonassessable.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
We are incorporated in Delaware and are governed by the Delaware General
Corporation Law. Delaware law allows a corporation to pay dividends only out of
surplus, as determined under Delaware law, or, if there is no surplus, out of
net profits for the fiscal year in which the dividend was declared and for the
preceding fiscal year. However, under Delaware law, we cannot pay dividends out
of net profits if, after we pay the dividend, our capital would be less than
the capital represented by the outstanding stock of all classes having a
preference upon the distribution of our assets.
ANTI-TAKEOVER PROVISIONS CONTAINED IN THE CERTIFICATE OF INCORPORATION AND
BYLAWS
Certain provisions of our restated certificate of incorporation, as
amended, may make it less likely that our management would be changed or
someone would acquire voting control of our company without our board's
consent. These provisions may delay, deter or prevent tender offers or takeover
attempts that stockholders may believe are in their best interests, including
tender offers or attempts that might allow stockholders to receive premiums
over the market price of their common stock.
PREFERRED STOCK. Our board of directors can at any time, under our
restated certificate of incorporation, as amended, and without stockholder
approval, issue one or more new series of preferred stock. In some cases, the
issuance of preferred stock without stockholder approval could discourage or
make more difficult attempts to take control of our company through a merger,
tender offer, proxy contest or otherwise. Preferred stock with special voting
rights or other features issued to persons favoring our management could stop a
takeover by preventing the person trying to take control of our company from
acquiring enough voting shares necessary to take control.
NOMINATION PROCEDURES. In addition to our board of directors,
stockholders can nominate candidates for our board of directors. However, a
stockholder must follow the advance notice procedures described in Section 16
of our bylaws. In general, a stockholder must submit a written notice of the
nomination to our corporate secretary at least 30 but not more than 60 days
before a scheduled meeting of our stockholders.
PROPOSAL PROCEDURES. Stockholders can propose that business other than
nominations to our board of directors be considered at an annual meeting of
stockholders only if a stockholder follows the advance notice procedures
described in our bylaws. In general, a stockholder must submit a written notice
of the proposal and the stockholder's interest in the proposal to our corporate
secretary at least 90 but not more than 120 days before the date set for the
annual meeting of our stockholders.
AMENDMENT OF BYLAWS. Under our bylaws, our board of directors can adopt,
amend or repeal the bylaws, subject to limitations under the Delaware General
Corporation Law. Our stockholders also have the power to change or repeal our
bylaws.
37
<PAGE>
RIGHTS AGREEMENT
Each share of our common stock, including those that may be issued upon
the conversion or exercise of other securities offered under this prospectus,
carries with it one preferred share purchase right, referred to in this
prospectus as a "Right." If the Rights become exercisable, each Right entitles
the registered holder to purchase one one-thousandth of a share of the series C
preferred stock, subject to a proportionate decrease in the fractional number
of shares of series C preferred stock that may be purchased if a stock split,
stock dividend or similar transaction occurs with respect to the common stock
and a proportionate increase in the event of a reverse stock split. Until a
Right is exercised, the holder of the Right has no right to vote or receive
dividends or any other rights as a stockholder as a result of holding the
Right. The description and terms of the Rights are described in the Rights
Agreement, dated as of October 21, 1998, between us and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, that has been filed with the SEC as an
exhibit to the registration statement.
The Rights trade automatically with shares of common stock. A holder of
common stock may exercise the Rights only under the circumstances described
below. The Rights will generally cause substantial dilution to a person or
group that attempts to acquire us on terms not approved by our board of
directors. The Rights should not interfere with any merger or other business
combination that our board of directors approves since we may redeem the Rights
before a person or group acquires 15% or more of the outstanding shares of our
common stock. The Rights may, but are not intended to, deter takeover proposals
that may be in the interests of our stockholders.
Shares of series C preferred stock will rank junior to all other series
of our preferred stock, including the preferred stock offered under this
prospectus, if our board, in creating such preferred stock, provides that they
will rank senior to our series C preferred stock. If our stockholders purchase
series C preferred stock, we cannot repurchase that stock from stockholders who
do not want to resell it. Subject to the rights of our senior securities, a
holder of the series C preferred stock will be entitled, for each share owned,
to:
. a quarterly dividend payment equal to the greater of
. $10.00 per share, or
. 1,000 times the aggregate of all dividends declared per share of
common stock,
before any amounts are distributed to holders of common stock or any
other capital stock ranking junior to the series C preferred stock
either as to dividends or upon our liquidation, dissolution or
winding up of our business, so that if the dividend is not paid on
the series C preferred stock in one or more quarters, no dividend may
be paid on common stock or such other junior capital stock until all
previously unpaid dividends on series C preferred stock have been
paid;
. a liquidation payment equal to the greater of
. $1,000 per share plus all accrued and unpaid dividends, or
. 1,000 times the payment made per share of common stock, if we
liquidate our company,
before any amounts are distributed to holders of common stock or any
other capital stock ranking junior to the series C preferred stock
either as to dividends or upon our liquidation, dissolution or
winding up of our business;
38
<PAGE>
. receive 1,000 times the amount received per share of common stock in
the event of any merger, consolidation, statutory share exchange or
other similar transaction; and
. 1,000 votes per share and will vote together with the common stock
unless applicable law requires otherwise.
These rights of the series C preferred stock are protected by customary
antidilution provisions which automatically increase dividend, liquidation,
merger and voting rights in proportion to increases in common stock resulting
from stock dividends, stock splits and similar transactions. These rights are
proportionately decreased in the event of decreases in common stock resulting
from reverse stock splits and similar transactions.
The purchase price for each one one-thousandth of a share of series C
preferred stock is $160. We must adjust the purchase price if certain events
occur, such as:
. if we pay stock dividends on the series C preferred stock or split
the series C preferred stock;
. if we declare a reverse stock split on the series C preferred stock;
or
. if we issue any shares of capital stock in a reclassification of the
series C preferred stock to holders of series C preferred stock.
We are not required to adjust the purchase price, however, until cumulative
adjustments equal or exceed 1% of the purchase price.
Holders may exercise their Rights only following a distribution date. A
distribution date will occur on the earlier of:
. 10 days after a public announcement that a person or group acquired
15% or more of the outstanding shares of common stock; or
. 10 business days after a person or group makes or announces an offer
to purchase common stock, which, if successful, would result in the
acquisition of 15% or more of the outstanding shares of common stock.
The Rights have additional features that will be triggered upon the
occurrence of specified events, including:
. if a person or group acquires 15% or more of the outstanding shares
of common stock, holders of the Rights, other than such person or
group whose Rights will have become void, may purchase our common
stock, instead of our series C preferred stock, at 50% of the market
value of the purchased common stock;
. if a person or group acquires 15% or more of the outstanding shares
of common stock, our board of directors may, at any time before the
person or group acquires 50% or more of the outstanding shares of
common stock, exchange all or part of the Rights, other than Rights
held or previously held by the 15% or greater stockholder, for common
stock or equivalent securities at an exchange ratio per Right equal
to the exercise price of a Right divided by the current per share
market price of the common stock, subject to adjustment; and
39
<PAGE>
. if our company is involved in certain business combinations or the
sale of 50% or more of our assets or earning power after a person or
group acquires 15% or more of our outstanding common stock, the
holders of the Rights, other than such person or group whose Rights
will have become void, may purchase common stock of the acquiror or
an affiliated company at 50% of market value.
Any time before a person or group acquires 15% or more of the outstanding
shares of common stock, our board of directors may redeem all of the Rights at
a price of $.01 per Right, subject to adjustment for stock dividends, stock
splits and similar transactions. Our board of directors in its sole discretion
may establish the effective time, basis and conditions of the redemption.
Immediately upon redemption of the Rights, the holder can no longer exercise
the Rights and can only receive the redemption price described above.
The Rights will expire on November 23, 2008, unless we redeem or exchange
them before then or extend the expiration date. Our board of directors may
amend the terms of the Rights without the consent of the holders of the Rights
at any time before the distribution date in any manner our board deems
desirable, including reducing certain thresholds described above to the greater
of:
. the sum of .001% and the largest percentage of outstanding common
stock that we know a person or group owns; or
. 10%.
Our board of directors may amend the terms of the Rights without the consent of
the holders of the Rights after the distribution date only if the amendment
does not adversely affect the interests of the holders of the Rights.
DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the securities
warrants. The prospectus supplement will describe the specific terms of the
securities warrants offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those securities
warrants.
We may issue warrants for the purchase of debt securities, preferred
stock, depositary shares or common stock. Securities warrants may be issued
alone or together with debt securities, preferred stock or depositary shares
offered by any prospectus supplement and may be attached to or separate from
those securities. Each series of securities warrants will be issued under a
separate securities warrant agreement between us and a bank or trust company,
as securities warrant agent, which will be described in the applicable
prospectus supplement. The securities warrant agent will act solely as our
agent in connection with the securities warrants and will not act as an agent
or trustee for any holders of securities warrants.
We have summarized the material terms and provisions of the securities
warrant agreements and securities warrants in this section. We have also filed
the forms of securities warrant agreements and the certificates representing
the securities warrants as exhibits to the registration statement. You should
read the applicable forms of securities warrant agreement and securities
warrant certificate for additional information before you buy any securities
warrants.
40
<PAGE>
GENERAL
If we offer securities warrants, the applicable prospectus supplement
will describe their terms. If securities warrants for the purchase of debt
securities are offered, the applicable prospectus supplement will describe the
terms of those securities warrants, including the following if applicable:
. the offering price;
. the currencies in which the securities warrants are being offered;
. the designation, aggregate principal amount, currencies,
denominations and terms of the series of the debt securities that can
be purchased if a holder exercises the securities warrants;
. the designation and terms of any series of debt securities, preferred
stock or depositary shares with which the securities warrants are
being offered and the number of securities warrants offered with each
debt security, share of preferred stock or depositary share;
. the date on and after which the holder of the securities warrants can
transfer them separately from the related series of debt securities,
preferred stock or depositary shares;
. the principal amount of the series of debt securities that can be
purchased if a holder exercises the securities warrant and the price
at which and currencies in which the principal amount may be
purchased upon exercise;
. the date on which the right to exercise the securities warrants
begins and the date on which the right expires;
. whether the securities warrants will be in registered or bearer form;
. United States federal income tax consequences; and
. any other terms of the securities warrants.
Unless we state otherwise in the applicable prospectus supplement, the
securities warrants for the purchase of debt securities will be in registered
form only.
If securities warrants for the purchase of preferred stock, depositary
shares or common stock are offered, the applicable prospectus supplement will
describe the terms of those securities warrants, including the following where
applicable:
. the offering price;
. the total number of shares that can be purchased if a holder of the
securities warrants exercises them and, in the case of securities
warrants for preferred stock or depositary shares, the designation,
total number and terms of the series of preferred stock that can be
purchased upon exercise or that are underlying the depositary shares
that can be purchased upon exercise;
. the designation and terms of the series of debt securities, preferred
stock or depositary shares with which the securities warrants are
being offered and the number of securities warrants being offered
with each debt security, share of preferred stock or depositary
share;
. the date on and after which the holder of the securities warrants can
transfer them separately from the related series of debt securities,
preferred stock or depositary shares;
41
<PAGE>
. the number of shares of preferred stock, depositary shares or shares
of common stock that can be purchased if a holder exercises the
securities warrant and the price at which the preferred stock,
depositary shares or common stock may be purchased upon each
exercise;
. the date on which the right to exercise the securities warrants
begins and the date on which the right expires;
. United States federal income tax consequences; and
. any other terms of the securities warrants.
Securities warrants for the purchase of preferred stock, depositary shares or
common stock will be in registered form only.
A holder of securities warrant certificates may exchange them for new
certificates of different denominations, present them for registration of
transfer, and exercise them at the corporate trust office of the securities
warrant agent or any other office indicated in the applicable prospectus
supplement.
Until any securities warrants to purchase debt securities are exercised,
the holder of such securities warrants will not have any of the rights of
holders of the debt securities that can be purchased upon exercise, including
any right to receive payments of principal, premium or interest on the
underlying debt securities or to enforce covenants in the applicable indenture.
Until any securities warrants to purchase preferred stock, depositary shares or
common stock are exercised, holders of such securities warrants will not have
any rights of holders of the underlying preferred stock, depositary shares or
common stock, including any right to receive dividends or to exercise any
voting rights.
EXERCISE OF SECURITIES WARRANTS
Each holder of a securities warrant is entitled to purchase the principal
amount of debt securities or number of shares of preferred stock, depositary
shares or shares of common stock, as the case may be, at the exercise price
described in the applicable prospectus supplement. After the close of business
on the day when the right to exercise terminates, or a later date if we extend
the time for exercise, unexercised securities warrants will become void.
A holder of securities warrants may exercise them by following the
general procedure outlined below:
. delivering to the securities warrant agent the payment required by
the applicable prospectus supplement to purchase the underlying
security;
. properly completing and signing the reverse side of the securities
warrant certificate representing the securities warrants; and
. delivering the securities warrant certificate representing the
securities warrants to the securities warrant agent, or other office
indicated in the applicable prospectus supplement, within five
business days of the securities warrant agent receiving payment of
the exercise price.
42
<PAGE>
If you comply with the procedures described above, your securities
warrants will be considered to have been exercised when the securities warrant
agent receives payment of the exercise price. After you have completed those
procedures, we will, as soon as practicable, issue and deliver to you the debt
securities, preferred stock, depositary shares or common stock that you
purchased upon exercise. If you exercise fewer than all of the securities
warrants represented by a securities warrant certificate, the securities
warrant agent will issue to you a new securities warrant certificate for the
unexercised amount of securities warrants. Holders of securities warrants will
be required to pay any tax or governmental charge that may be imposed in
connection with transferring the underlying securities in connection with the
exercise of the securities warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS
We may amend or supplement a securities warrant agreement without the
consent of the holders of the applicable securities warrants if the changes are
not inconsistent with the provisions of the securities warrants and do not
materially adversely affect the interests of the holders of the securities
warrants. We, along with the securities warrant agent, may also modify or amend
a securities warrant agreement and the terms of the securities warrants if a
majority of the then--outstanding unexercised securities warrants affected by
the modification or amendment consent. However, no modification or amendment
that accelerates the expiration date, increases the exercise price, reduces the
majority consent requirement for any such modification or amendment, or
otherwise materially adversely affects the rights of the holders of the
securities warrants may be made without the consent of each holder affected by
the modification or amendment.
COMMON STOCK WARRANT ADJUSTMENTS
Unless the applicable prospectus supplement states otherwise, the
exercise price of, and the number of shares of common stock covered by, a
warrant for common stock will be adjusted in the manner set forth in the
applicable prospectus supplement if certain events occur, including:
. if we issue capital stock as a dividend or distribution on the common
stock;
. if we subdivide, reclassify or combine the common stock;
. if we issue rights or warrants to all holders of common stock
entitling them, for a period expiring 45 days after the date fixed
for determining the stockholders entitled to receive such rights or
warrants, to purchase common stock at less than the current market
price, as defined in the warrant agreement for such series of common
stock warrants; or
. if we distribute to all holders of common stock evidences of our
indebtedness or our assets, excluding certain cash dividends and
distributions, or if we distribute to all holders of common stock
rights or warrants, excluding those referred to in the bullet point
above.
Except as stated above, the exercise price and number of shares of common
stock covered by a common stock warrant will not be adjusted if we issue common
stock or any securities convertible into or exchangeable for common stock, or
securities carrying the right to purchase common stock or securities
convertible into or exchangeable for common stock.
Holders of common stock warrants may have additional rights under the
following circumstances:
. a reclassification or change of the common stock;
43
<PAGE>
. a consolidation or merger involving our company; or
. a sale or conveyance to another corporation of all or substantially
all of our property and assets.
If one of the above transactions occurs and holders of our common stock are
entitled to receive stock, securities, other property or assets, including
cash, with respect to or in exchange for common stock, the holders of the
common stock warrants then outstanding will be entitled to receive upon
exercise of their common stock warrants the kind and amount of shares of stock
and other securities or property that they would have received upon the
reclassification, change, consolidation, merger, sale or conveyance if they had
exercised their common stock warrants immediately before the transaction.
PLAN OF DISTRIBUTION
We may sell the securities offered under this prospectus through agents,
through underwriters or dealers or directly to one or more purchasers. We may
also offer the securities in exchange for our outstanding indebtedness.
Underwriters, dealers and agents that participate in the distribution of
the securities offered under this prospectus may be underwriters as defined in
the Securities Act of 1933 and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation, including
underwriting discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including the initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.
The distribution of the securities offered under this prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.
If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will set
forth the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.
If the applicable prospectus supplement indicates, we will authorize
dealers or our agents to solicit offers by institutions to purchase offered
securities from us under contracts that provide for payment and delivery on a
future date. We must approve all institutions, but they may include, among
others:
. commercial and savings banks;
. insurance companies;
. pension funds;
. investment companies; and
. educational and charitable institutions.
44
<PAGE>
The institutional purchaser's obligations under the contract are only subject
to the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and our
agents will not be responsible for the validity or performance of the
contracts.
One of our wholly-owned subsidiaries, Wells Fargo Brokerage Services,
LLC, or WFBS, may help place some of the securities offered under this
prospectus. If this occurs, the placement will comply with Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc. and will
be made under an agreement between us and WFBS. This agreement will authorize
WFBS to contact its existing customers, which are financial institutions and
sophisticated investors, to inform them that the securities offered by this
prospectus can be purchased from us. WFBS will forward any orders for such
securities to us for acceptance. We will pay WFBS a commission at the same rate
as the commissions we pay to the other agents that are offering securities
under the same prospectus supplement.
We may have agreements with the underwriters, dealers and agents,
including WFBS, to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make as a result
of those certain civil liabilities.
If we offer bearer debt securities under this prospectus, each
underwriter, dealer and agent that participates in the distribution of any
original issuance of bearer debt securities will agree not to offer, sell or
deliver bearer debt securities to a United States citizen or to any person
within the United States, unless federal law permits otherwise.
When we issue the securities offered by this prospectus, except for
shares of common stock, they may be new securities without an established
trading market. If we sell a security offered by this prospectus to an
underwriter for public offering and sale, the underwriter may make a market for
that security, but the underwriter will not be obligated to do so and could
discontinue any market making without notice at any time. Therefore, we cannot
give any assurances to you concerning the liquidity of any security offered by
this prospectus.
Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.
LEGAL OPINIONS
Laurel A. Holscuh, who is our Senior Vice President and Assistant General
Counsel, or another of our lawyers, will issue an opinion about the legality of
the securities offered by this prospectus. Ms. Holscuh owns, or has the right
to acquire, a number of shares of our common stock which represents less than
0.1% of the total outstanding common stock. Certain legal matters will be
passed upon for any underwriters or agents by Gibson, Dunn & Crutcher LLP, San
Francisco, California. Gibson, Dunn & Crutcher LLP represents us and certain of
our subsidiaries in other legal matters. Ms. Holscuh may rely on Gibson, Dunn &
Crutcher LLP as to matters of New York law.
45
<PAGE>
EXPERTS
The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1999 have been incorporated by
reference in this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on our consolidated financial
statements issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in this prospectus in reliance upon their report and said authority.
46
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Registration Fee............................................. $2,640,000
Legal Fees and Expenses*..................................... 200,000
Trustee Fees and Expenses*................................... 25,000
Accounting Fees and Expenses*................................ 55,000
Blue Sky and Legal Investment Fees and Expenses*............. 25,000
Printing and Engraving Fees*................................. 100,000
Rating Agency Fees*.......................................... 200,000
Listing Fees*................................................ 100,000
Miscellaneous*............................................... 50,000
----------
Total*....................................................... $3,395,000
==========
</TABLE>
-------------
*Estimated pursuant to instruction to Item 511 of Regulation S-K.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with litigation. Article Fourteenth of the restated certificate of
incorporation of the Registrant provides for broad indemnification of directors
and officers. The Registrant also maintains insurance coverage relating to
certain liabilities of directors and officers.
Pursuant to the terms of forms of underwriting agreements and form of
distribution agreement filed as Exhibits 1(a), 1(b) and 1(c) to this
Registration Statement, the directors and officers of the Registrant will be
indemnified against certain civil liabilities that they may incur under the
Securities Act of 1933 in connection with this Registration Statement and the
related Prospectus and applicable Prospectus Supplement.
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
<C> <S>
1(a) Form of Underwriting Agreement for Debt Securities (incorporated by
reference to the same numbered exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 dated June 15,
1999).
1(b) Form of Underwriting Agreement for Preferred Stock (incorporated by
reference to the same numbered exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 dated June 15,
1999).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
1(c) Form of Distribution Agreement (incorporated by reference to the
same numbered exhibit to Amendment No. 1 to the Registrant's
Registration Statement on Form S-3 dated June 15, 1999).
4(a) Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(b) to Registrant's Current Report on Form 8-K
dated June 28, 1993, Exhibit 3 to Registrant's Current Report on
Form 8-K dated July 3, 1995, and Exhibits 3(b) and 3(c) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
4(b) Certificate of Designations for ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994).
4(c) Certificate of Designations for 1995 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995).
4(d) Certificate of Designations for 1996 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated November 26, 1996).
4(e) Certificate of Designations for 1997 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated April 14, 1997).
4(f) Certificate of Designations for 1998 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated April 20, 1998).
4(g) Certificate of Designations for 1999 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3(b) to
Registrant's Current Report on Form 8-K dated April 21, 1999).
4(h) Certificate of Designations for 2000 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3(o) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
4(i) Certificate of Designations for Adjustable Cumulative Preferred
Stock, Series B (incorporated by reference to Exhibit 3(j) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
4(j) Certificate of Designations for Fixed/Adjustable Rate Noncumulative
Preferred Stock, Series H (incorporated by reference to Exhibit 3(k)
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
4(k) Certificate of Designations for Series C Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3(l) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1998).
4(l) Certificate Eliminating the Certificate of Designations for
Cumulative Convertible Preferred Stock, Series B (incorporated by
reference to Exhibit 3(a) to Registrant's Current Report on Form 8-K
dated November 1, 1995).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
4(m) Certificate Eliminating the Certificate of Designations for 10.24%
Cumulative Preferred Stock (incorporated by reference to Exhibit 3
to Registrant's Current Report on Form 8-K dated February 20, 1996).
4(n) Certificate Eliminating the Certificate of Designations for Series A
Junior Participating Preferred Stock (incorporated by reference to
Exhibit 3(a) to Registrant's Current Report on Form 8-K dated April
21, 1999).
4(o) Certificate Eliminating the Certificate of Designations for
Cumulative Tracking Preferred Stock (incorporated by reference to
Exhibit 3(o) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
4(p) By-Laws (incorporated by reference to Exhibit 3(m) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998).
4(q) Rights Agreement, dated as of October 21, 1998, between Norwest
Corporation (now named Wells Fargo & Company) and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4.1 to Registrant's Registration Statement on
Form 8-A dated October 21, 1998).
4(r) Form of Senior Indenture (incorporated by reference to Exhibit 4(q)
to Amendment No. 1 to Registrant's Registration Statement on
Form S-3 dated June 15, 1999).
4(s) Form of Subordinated Indenture (incorporated by reference to Exhibit
4(r) to Amendment No. 1 to Registrant's Registration Statement on
Form S-3 dated June 15, 1999).
4(t) Forms of Registered Medium-Term Notes (incorporated by reference to
Exhibit 4(s) to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated June 15, 1999).
4(u) Form of Senior Note (incorporated by reference to Exhibit 4(t) to
Amendment No. 1 to Registrant's Registration Statement on Form S-3
dated June 15, 1999).
4(v) Form of Subordinated Note (incorporated by reference to Exhibit 4(u)
to Amendment No. 1 to Registrant's Registration Statement on
Form S-3 dated June 15, 1999).
4(w) Form of Certificate of Designations of Powers, Preferences and
Rights of Preferred Stock (incorporated by reference to Exhibit 4(v)
to Amendment No. 1 to Registrant's Registration Statement on
Form S-3 dated June 15, 1999).
4(x) Form of Preferred Stock Certificate (incorporated by reference to
Exhibit 4(w) to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated June 15, 1999).
4(y) Form of Convertible Preferred Stock Certificate (incorporated by
reference to Exhibit 4(x) to Amendment No. 1 to Registrant's
Registration Statement on Form S-3 dated June 15, 1999).
4(z) Form of Deposit Agreement, including form of Depositary Receipt
(incorporated by reference to Exhibit 4(y) to Amendment No. 1 to
Registrant's Registration Statement on Form S-3 dated June 15,
1999).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
4(aa) Form of Debt Warrant Agreement, including form of Debt Warrant
Certificate (incorporated by reference to Exhibit 4(z) to
Amendment No. 1 to Registrant's Registration Statement on Form S-3
dated June 15, 1999).
4(bb) Form of Preferred Stock Warrant Agreement, including form of
Preferred Stock Warrant Certificate (incorporated by reference to
Exhibit 4(a)(a) to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated June 15, 1999).
4(cc) Form of Common Stock Warrant Agreement, including form of Common
Stock Warrant Certificate (incorporated by reference to
Exhibit 4(b)(b) to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated June 15, 1999).
4(dd) Form of Common Stock Certificate (incorporated by reference to
Exhibit 4(c)(c) to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated June 15, 1999). The Registrant and
certain of its consolidated subsidiaries have outstanding certain
long-term debt. No individual series of such debt exceeds 10% of
the total assets of the Registrant and its consolidated
subsidiaries. Copies of instruments with respect to long-term debt
will be furnished to the Commission upon request.
5 Opinion of Assistant General Counsel of the Registrant.
12 Computations of ratio of earnings to fixed charges and ratio of
earnings to fixed charges and Preferred Stock dividends
(incorporated by reference to Exhibits 99(a) and 99(b) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000).
23(a) Consent of Assistant General Counsel of the Registrant (included as
part of Exhibit 5).
23(b) Consent of KPMG LLP.
24 Powers of Attorney.
</TABLE>
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i)to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii)to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii)to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2)That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN
FRANCISCO, STATE OF CALIFORNIA, ON OCTOBER 4, 2000.
WELLS FARGO & COMPANY
/s/ Richard M. Kovacevich
By: _________________________________
Richard M. Kovacevich
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON OCTOBER 4, 2000 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:
/s/ Richard M. Kovacevich President and Chief Executive Officer
_____________________________________ (Principal Executive Officer)
Richard M. Kovacevich
/s/ Ross J. Kari Executive Vice President and Chief
_____________________________________ Financial Officer
Ross J. Kari (Principal Financial Officer)
/s/ Les L. Quock Senior Vice President and Controller
_____________________________________ (Principal Accounting Officer)
Les L. Quock
J.A. BLANCHARD III
MICHAEL R. BOWLIN
DAVID A. CHRISTENSEN
SUSAN E. ENGEL
PAUL HAZEN
REATHA CLARK KING
RICHARD M. KOVACEVICH A majority of the Board of
RICHARD D. McCORMICK Directors*
CYNTHIA H. MILLIGAN
BENJAMIN F. MONTOYA
PHILIP J. QUIGLEY
DONALD B. RICE
JUDITH M. RUNSTAD
SUSAN G. SWENSON
MICHAEL W. WRIGHT
-------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by the directors named and filed with the Securities and
Exchange Commission on behalf of such directors.
/s/ Richard M. Kovacevich
_____________________________________
Richard M. Kovacevich, Attorney-
in-Fact
II-7
