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Filed by Wells Fargo & Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject company: Wells Fargo & Company
Commission File No. 001-02979
On February 4, 2000, Wells Fargo & Company issued the following press release:
1st Choice Financial Corp. and Wells Fargo & Company
announce definitive agreement
DENVER, February 4, 2000 - Wells Fargo & Company (NYSE:WFC) and 1st Choice
Financial Corp. announced today they have signed a definitive agreement for
Wells Fargo to acquire 1st Choice. 1st Choice is a privately held bank holding
company which owns 1st Choice Bank with seven locations in northern Colorado.
Wells Fargo has eight banking stores in northern Colorado under the Norwest Bank
name.
"We chose to partner with Norwest and Wells Fargo because they share our
community banking philosophy which starts with local management and local
decision-making. This partnership is good for our shareholders, good for our
customers and good for our employees," said Darrell D. McAllister, founder and
chief executive officer of 1st Choice. "For our shareholders, they'll get stock
as an investment, a stock that has performed well in the past. Our employees
will have virtually unlimited opportunities for growth and our customers will
have access to an expanded product line delivered to them when, where and how
they want."
"I can't think of a better partner than 1st Choice to help us strengthen our
position in northern Colorado," said John Nelson, group executive vice president
and head of Wells Fargo in Colorado. "The 1st Choice team has a great reputation
that they've earned by serving their customers well. We look forward to
welcoming them to Wells Fargo."
Headquartered in Greeley, Colo., 1st Choice has more than $410 million in
assets. 1st Choice Bank has seven locations in Weld and Larimer counties,
including banking stores in Fort Collins, Greeley, Loveland and Windsor.
The companies expect to complete the merger in the second quarter of this year,
pending approval from banking regulators and 1st Choice shareholders.
1st Choice's Founder and Chief Executive Officer Darrell McAllister will join
Wells Fargo when the merger is complete. 1st Choice will eventually convert to
Wells Fargo's computer systems and change its name to Wells Fargo, but a
definite date for that has not yet been determined.
Wells Fargo & Company is a $218 billion diversified financial services company
providing banking, insurance, investments, mortgage and consumer finance through
about 6,000 stores, the Internet and other distribution channels across North
America, including all 50 states, and elsewhere internationally. In Colorado,
Wells Fargo has more than 100 Norwest banking stores and 16 Wells Fargo banking
stores. Wells Fargo also serves customers in Colorado through Norwest Investment
Services (33 stores), Norwest Investment Management & Trust (eight), and Norwest
Mortgage (45).
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This news release may be deemed to be offering materials of Wells Fargo &
Company in connection with Wells Fargo's proposed acquisition of 1st Choice
Financial Corp. through the merger of a wholly-owned subsidiary of Wells Fargo
with and into 1st Choice upon the terms and subject to the conditions set forth
in the Agreement and Plan of Reorganization, dated as of February 3, 2000, by
and between Wells Fargo and 1st Choice (the "Agreement"). This filing is being
made in connection with Regulation of Takeovers and Security Holder
Communications (Release Nos. 33-7760 and 34-42055) adopted by the Securities and
Exchange Commission (SEC).
1st Choice and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the transactions
contemplated by the Agreement. These directors and executive officers include
the following: David J. Calvin, Bruce Deifik, Sue A. Foster, W. West Foster,
Patty Gates, Robert Hinderaker, William H. Lacock, Darrell D. McAllister,
Carroll D. Miller, Jocelyn Pring, John R. Puma, Michael K. Sanders, Marsha
Sword, William J. Sanders, William J. Warren, Daniel L. White and John
Zurbrigen. Of these directors and executive officers, David J. Calvin, Bruce
Deifik, and Carroll D. Miller may be deemed beneficial owners of approximately
950,722 shares of 1st Choice's common stock (constituting approximately 29.1% of
the outstanding shares). As of October 31, 1999, none of the other persons
listed above owns more than 5% of the outstanding shares of 1st Choice's common
stock. In addition, in connection with the Merger, Darrell D. McAllister has
entered into an employment/non-compete agreement, and Robert Hinderaker has
entered into a non-compete agreement.
Shareholders of 1st Choice and other investors are urged to read the proxy
statement-prospectus which will be included in the registration statement on
Form S-4 to be filed by Wells Fargo with the SEC in connection with the proposed
merger because it will contain important information. After it is filed with the
SEC, the proxy statement-prospectus will be available for free, both on the
SEC's web site (www.sec.gov) and from 1st Choice's and Wells Fargo's respective
corporate secretaries, as follows:
1st Choice: Wells Fargo:
Corporate Secretary Corporate Secretary
1st Choice Financial Corp. Wells Fargo & Company
5801 West 11th Street MAC N9305-173
Greeley, CO 80634 Sixth and Marquette
(970) 356-7700 Minneapolis, MN 55479
(612) 667-8655
