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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 2, 2000, Wells Fargo & Company issued the following press release:
WELLS FARGO AGREES TO ACQUIRE
FIRST COMMERCE BANCSHARES
LINCOLN, Neb., Feb. 2, 2000 - Wells Fargo & Company (NYSE: WFC) and Lincoln-
based First Commerce Bancshares, Inc. (NASDAQ: FCBIA & FCBIB) announced today
that Wells Fargo has agreed to acquire First Commerce Bancshares.
First Commerce, the fourth-largest bank in Nebraska, has assets of $2.55
billion, 1,375 employees and 26 locations in 10 Nebraska communities and one
location in Colorado Springs, Colo.
The merger values First Commerce at approximately $480 million or $35.95 per
share of Class A common stock and Class B common stock.
This represents a premium of approximately 40.9% to the average closing price of
Class A common stock over the last 30 trading days and a premium of
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approximately 51.0% to the average closing price of Class B common stock over
the same period. The exchange ratio will be determined by dividing $35.95 by
the average of the closing prices of a share of Wells Fargo common as reported
on the consolidated tape of the New York Stock Exchange during the period of 20
trading days ending on the day immediately before the meeting of First Commerce
shareholders called to vote on the proposed merger.
The merger, which is subject to regulatory approval and the approval of First
Commerce shareholders, is expected to be completed in the third quarter of this
year.
Once the acquisition is complete, First Commerce will become part of Norwest
Bank Nebraska, a Wells Fargo subsidiary, making Norwest the second-largest bank
in Nebraska based on deposits.
"Selecting a merger partner that shares our strong commitment to customer
service and building great communities is very important to me," said Jim
Stuart, Jr., chairman and CEO of First Commerce Bancshares. "We feel our
combination with Norwest will serve the best long-term interests of our
employees, our customers and the communities we've helped nurture for most of
the 20th century. Our belief that local managers are best qualified to make the
right decisions for the communities where they live and work is an integral part
of the way Norwest does
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business. Norwest also recognizes the need to balance that approach with the
advantages gained by having banking resources and services available to more
completely serve customers. Coupled with its outstanding reputation as a company
that values employees, customers, community support, and the broadest product
line in the business, Norwest was the right choice."
"Norwest and First Commerce share many values that have helped both of us become
outstanding companies: great customer service, building strong communities, and
the value we place on our team members," said Judith Owen, president of Norwest
Bank Nebraska. "We think this is a great combination. The combined company will
be more focused than ever on earning 100 percent of our customers' business and
helping our customers succeed financially."
"Norwest's business philosophy of community reinvestment is based on local
decision-making," Owen said. "It is the key to serving our communities
effectively. We believe the best decisions are local decisions made by local
people. It is our belief that in Nebraska, our market managers are in the best
position to understand their community and to make decisions on local community
involvement."
Over the past five years, Norwest Bank Nebraska has contributed over $3.5
million to non-profit organizations in Nebraska.
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Norwest has 30 Nebraska banking stores serving Bellevue (2 stores), Grand Island
(3), Hastings (2), Lincoln (6), Norfolk (2), and Omaha (15). First Commerce has
26 banking locations serving the Nebraska communities of Alliance (1),
Bridgeport (1), Grand Island (3), Hastings (2), Kearney (3), Lincoln (9), McCook
(1), North Platte (3), Valentine (1), West Point (1), and one location in
Colorado Springs, Co.
"We have learned and validated the fact that decisions are truly made locally
within the Wells Fargo system," Stuart said. "Our executive team will still be
in place to serve our customers and provide strategic direction for the markets
they manage. And because of this, customers can continue to count on us to look
out for your concerns, as any neighbor would."
Wells Fargo and First Commerce expect regulators to require divestiture of some
stores before giving approval to the merger.
In addition to the banking locations, the acquisition includes all or parts of
other subsidiaries of First Commerce Bancshares:
. First Commerce Technologies - provides data processing to the company and
about 255 unaffiliated banks.
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. First Commerce Mortgage Company - purchases residential loans and packages
them as securities while retaining servicing rights. Servicing portfolio is
$1.8 billion.
. First Commerce Investors, Inc. - investment advisory firm
. Commerce Affiliated Life Insurance - credit life insurance company
. Peterson Building Corp. - owns and operates parking garage next to First
Commerce headquarters building in Lincoln.
. Commerce Court Inc. - owns the Commerce Court building adjacent to First
Commerce headquarters building.
"We also look forward to continuing the excellent relationships that First
Commerce has built with its 280 correspondent banking customers," Owen said.
Wells Fargo is among the nation's largest providers of correspondent banking
services.
Norwest Bank Nebraska, N.A., with assets of $2.3 billion, together with other
Wells Fargo subsidiaries, provide banking, insurance, investments, mortgage and
consumer finance through 30 banking stores statewide.
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This press release contains forward-looking statements about Wells Fargo and its
proposed acquisition of First Commerce. These statements include descriptions
of (a) the anticipated closing date of the acquisition and (b) plans and
objectives of Wells Fargo's management for future operations, products and
services of First Commerce following the acquisition. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. They often include the words "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or words of similar meaning, or
future or conditional verbs such as "will, "would," "should," "could" or "may."
Forward-looking statements, by their nature, are subject to risks and
uncertainties. A number of factors--many of which are beyond Wells Fargo's
control--could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. Wells
Fargo's reports filed with the SEC, including Wells Fargo's Form 10-Q for the
quarter ended September 30, 1999, describe some of these factors, including
certain credit, market, operational, liquidity and interest rate risks
associated with Wells Fargo's business and operations. Other factors described
in Wells Fargo's September 30, 1999 Form 10-Q include changes in business and
economic conditions, competition, fiscal and monetary policies,
disintermediation, legislation, the combination of the former Norwest
Corporation and the former Wells Fargo & Company, and other mergers and
acquisitions.
There are other factors besides these that could cause actual conditions, events
or results to differ significantly from those described in the forward-looking
statements or otherwise affect in the future Wells Fargo's business, results of
operations and financial condition.
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This press release may be deemed to be offering materials of Wells Fargo &
Company in connection with Wells Fargo's proposed acquisition of First Commerce
Bancshares, Inc. through the merger of a wholly-owned subsidiary of Wells Fargo
with and into First Commerce upon the terms and subject to the conditions set
forth in the Agreement and Plan of Reorganization, dated as of February 1, 2000,
by and between Wells Fargo and First Commerce (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).
First Commerce 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: Stuart L. Bartruff, David T. Calhoun, Mark Hansen, Brad Korell,
Connie Lapaseotes, John G. Lowe, John C. Os-borne, Richard C. Schmoker, William
C. Schmoker, Kenneth W. Staab, James Stuart, Jr., James Stuart, III and Scott
Stuart. Of these directors and executive officers, Richard C. Schmoker, William
C. Schmoker, James Stuart, Jr., James Stuart, III and Scott Stuart may be deemed
beneficial owners of approximately (i) 1.6 million shares of First Commerce's
Class A common stock (constituting approximately 60.7% of the outstanding Class
A shares) and (ii) 5.9 million shares of First Commerce's Class B common stock
(constituting approximately 54.8% of the outstanding Class B shares). None of
the other persons listed above owns more than 1% of the outstanding shares of
either First Commerce's Class A common stock or its Class B common stock. The
ownership information is as of December 31, 1999. In addition, in connection
with the Merger, each of Stuart L. Bartruff, Mark Hansen and Brad Korell has
entered into an employment/non-compete agreement, and each of James Stuart Jr.
and James Stuart III has entered into a non-compete agreement. The foregoing
persons are also parties to retention agreements that provide for payments in
connection with continued employment after certain business combinations,
including the merger.
Shareholders of First Commerce 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 First Commerce's and Wells Fargo's
respective corporate secretaries, as follows:
First Commerce: Wells Fargo:
Corporate Secretary Corporate Secretary
First Commerce Bancshares Inc. Wells Fargo & Company
NBC Center MAC N9305-173
1248 "O" Street Sixth and Marquette
Lincoln, NE, 68508 Minneapolis, MN 55479
(402) 434-4110 (612) 667-8655
