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PROSPECTUS Dated June 16, 1999 Pricing Supplement No. 3 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-79493
Dated September 2, 1999 Rule 424(b)(2)
August 17, 2000
LOGO OF WELLS FARGO & COMPANY
Wells Fargo & Company
MEDIUM-TERM NOTES, SERIES A
Senior Floating Rate Notes
---------------
EXtendible Liquidity Securities SM (EXLs SM)
The senior floating rate notes (EXtendible Liquidity Securities) described
in this pricing supplement, which we refer to as the EXLs, will mature on the
initial maturity date, unless the maturity of all or any portion of the
principal amount of the EXLs is extended in accordance with the procedures
described below. In no event will the maturity of the EXLs be extended beyond
the final maturity date.
On each election date, you may elect to extend the maturity of all or any
portion of the principal amount of your EXLs so that the maturity of your EXLs
will be extended to the date occurring 366 calendar days from and including the
14th day of the next succeeding month. However, if that 366th calendar day is
not a Business Day, the maturity of your EXLs will be extended to the
immediately preceding Business Day. The election dates will be the fourteenth
calendar day of each month from September 2000 to August 2004 inclusive,
whether or not any such day is a Business Day.
You may elect to extend the maturity of all of your EXLs or of any portion
thereof having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The
notice period for each election date will begin on the fifth Business Day prior
to the election date and end on the election date, whether or not the election
date is a Business Day. Your notice of election must be delivered to the Paying
Agent for the EXLs, through the normal clearing system channels described in
more detail below, no later than the last Business Day in the notice period.
Upon delivery to the Paying Agent of a notice of election to extend the
maturity of the EXLs or any portion thereof, that election will be irrevocable.
If on any election date you do not make an election to extend the maturity
of all or any portion of the principal amount of your EXLs, the principal
amount of the EXLs for which you have failed to make such an election will
become due and payable on the initial maturity date, or any later date to which
the maturity of your EXLs have previously been extended. The principal amount
of the EXLs for which such election is not exercised will be represented by a
note issued on such election date. The note so issued will have the same terms
as the EXLs, except that it will not be extendible, will have a separate CUSIP
number and its maturity date will be the date that is 366 calendar days from
and including such election date or, if such 366th calendar day is not a
Business Day, the immediately preceding Business Day. The failure to elect to
extend the maturity of all or any portion of the EXLs will be irrevocable and
will be binding upon any subsequent holder of such EXLs.
(continued on next page)
Terms not defined herein have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
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The EXLs will bear interest from the date of issuance until the principal
amount thereof is paid or made available for payment at a rate determined for
each Interest Reset Period by reference to the Base Rate, based on the Index
Maturity, plus the applicable Spread for the applicable Interest Reset Date.
We describe how floating rates are determined and calculated in the section
called "Description of Notes -- Floating Rate Notes" in the accompanying
prospectus supplement, subject to and as modified by the provisions described
herein.
The EXLs will be issued in registered global form and will remain on
deposit with The Depository Trust Company, as depositary for the EXLs.
Therefore, you must exercise the option to extend the maturity of your EXLs
through the depositary. To ensure that the depositary will receive timely
notice of your election to extend the maturity of all or a portion of your
EXLs, so that it can deliver notice of your election to the Paying Agent prior
to the close of business on the last Business Day in the notice period, you
must instruct the direct or indirect participant through which you hold an
interest in the EXLs to notify the depositary of your election to extend the
maturity of your EXLs in accordance with the then applicable operating
procedures of the depositary.
The depositary must receive any notice of election from its participants no
later than 12:00 noon (New York City time) on the last Business Day in the
notice period for any election date. Different firms have different deadlines
for accepting instructions from their customers. You should consult the direct
or indirect participant through which you hold an interest in the EXLs to
ascertain the deadline for ensuring that timely notice will be delivered to
the depositary. If you hold your interest in the EXLs through Euroclear or
Clearstream, additional time may be needed to give your notice. If the
election date is not a Business Day, notice of your election to extend the
maturity date of your EXLs must be delivered to the depositary by its
participants no later than 12:00 noon (New York City time) on the last
Business Day preceding the election date.
The distribution of this pricing supplement and the accompanying prospectus
supplement and prospectus and the offering of the EXLs in certain
jurisdictions may be restricted by law. Persons into whose possession this
pricing supplement and accompanying prospectus supplement and prospectus come
should inform themselves about and observe any such restrictions. This pricing
supplement and accompanying prospectus supplement and prospectus do not
constitute, and may not be used in connection with, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.
We will not pay any additional amounts on the EXLs to compensate any
beneficial owner for any United States tax withheld from payments of principal
or interest on the EXLs.
The EXLs will initially be limited to $1,500,000,000 in aggregate principal
amount. We may create and issue additional floating rate renewable notes with
the same terms as the EXLs so that the additional floating rate renewable
notes will be combined with this initial issuance of EXLs.
"EXtendible Liquidity Securities" and "EXLs" are the service marks of
Morgan Stanley Dean Witter & Co.
<TABLE>
<S> <C> <C> <C>
Principal Amount: $1,500,000,000 Base Rate: LIBOR
Initial Maturity September 14, 2001, Index Maturity: One month
Date: or if such day is not
a Business Day, the
immediately preceding
Business Day
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Final Maturity Date: September 14, 2005,
or if such day is not
a Business Day, the
immediately preceding
Business Day
Spread: The table below Interest Payment The fourteenth day of
indicates the Dates: each month,
applicable spread for commencing September
the Interest Reset 14, 2000. The final
Dates occurring Interest Payment Date
during each of the for the EXLs, or any
indicated periods. portion of the EXLs
maturing prior to the
Final Maturity Date,
will be the maturity
date and interest for
the final interest
payment period will
accrue from and
including the
Interest Payment Date
in the month
immediately preceding
such maturity date to
but excluding the
maturity date.
For Interest Reset Spread
Dates occurring:
From the original Minus 0.03%
issue date to but
excluding September
14, 2001
From and including Plus 0.0%
September 14, 2001 to
but excluding
September 14, 2002
From and including Plus 0.04% Interest Two London Banking
September 14, 2002 to Determination Dates: Days prior to
but excluding Interest Reset Dates.
September 14, 2003
From and including Plus 0.07% Election Dates: The fourteenth day of
September 14, 2003 to each month from
but excluding September 2000 to
September 14, 2004 August 2004,
inclusive, whether or
not such day is a
Business Day.
From and including Plus 0.07% Redemption Dates: N/A
September 14, 2004 to
but excluding
September 14, 2005
Redemption N/A
Percentage:
Optional Repayment N/A
Dates:
Sinking Fund: N/A
Spread Multiplier: N/A Specified Currency: U.S. Dollars
Maximum Interest N/A Issue Price: 100%
Rate:
Minimum Interest N/A Original Issue Date: August 24, 2000
Rate:
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Initial Interest One month LIBOR, Book Entry Note or Book Entry Note
Rate: minus 0.03%; to be Certificated Note:
determined two London
Banking Days prior to Reporting Pqge: Telerate Page 3750
the Original Issue
Date.
Initial Interest September 14, 2000 Calculation Agent: Wells Fargo Bank
Reset Date: Minnesota, N.A.
Paying Agent: Wells Fargo Bank
Minnesota, N.A.
Interest Reset Dates: The fourteenth day of Agent: Morgan Stanley & Co.
each month commencing Incorporated
September 14, 2000
Interest Accrual August 24, 2000
Date:
Interest Reset The first Interest Denominations: $1,000 and integral
Periods: Reset Period will be multiples thereof
the period from and
including September CUSIP No: 949746CB5
14, 2000 to but
excluding the Common Code: 011684947
immediately
succeeding Interest ISIN: US 949746CB51
Reset Date.
Thereafter, the Delivery and We will deposit the
Interest Reset Clearance: EXLs with The
Periods will be the Depository Trust
periods from and Company in New York.
including an Interest You may hold an
Reset Date to but interest in the EXLs
excluding the through The
immediately Depository Trust
succeeding Interest Company, Euroclear or
Reset Date; provided Clearstream, directly
that the final as a participant of
Interest Reset Period any such system or
for the EXLs, or any indirectly through
portion of the EXLs organizations which
maturing prior to the are participants in
Final Maturity Date, such systems. See
will be the period "Description of Notes
from and including -- Book Entry System"
the Interest Reset in the accompanying
Date in the month prospectus supplement
immediately preceding and "Additional
the maturity of the Information Regarding
EXLs, or any portion Clearing Systems"
of the EXLs, to the below.
relevant maturity
date.
</TABLE>
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Additional Information Regarding Clearing Systems:
The EXLs will be issued as fully-registered global notes which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York, which we refer to as "DTC," and registered, at the request of DTC, in
the name of Cede & Co. Beneficial interests in the global notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as participants in DTC. Investors may elect to
hold their interest in the global notes through DTC in the United States or,
in Europe, through Clearstream Banking S.A., or "Clearstream," or through
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System, or "Euroclear." Investors may hold their interest in the
EXLs directly if they are participants in such systems, or indirectly through
organizations that are participants in these systems. Clearstream and
Euroclear will hold interests on behalf of their participants through
customers' securities accounts in Clearstream's and Euroclear's names on the
books of their respective depositaries, which in turn will hold these
interests in customers' securities accounts in the depositaries' names on the
books of DTC. Citibank, N.A. will act as depositary for Clearstream and The
Chase Manhattan Bank, N.A. will act as depositary for Euroclear. We will refer
to Citibank and The Chase Manhattan Bank in these capacities as the "U.S.
Depositaries." See "Description of Notes -- Book Entry System" in the
accompanying prospectus supplement for information regarding DTC.
Clearstream
Clearstream Banking S.A., formerly Cedelbank, has advised us that it is
incorporated under the laws of Luxembourg as a bank. Clearstream holds
securities for its participating organizations, or "Clearstream participants,"
and facilitates the clearance and settlement of securities transactions
between Clearstream participants through electronic book-entry changes in
accounts of Clearstream participants, thereby eliminating the need for
physical movement of certificates. Clearstream provides to its participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream interacts with domestic securities markets in over 30
countries through established depository and custodial relationships. As a
bank, Clearstream is subject to regulation by the Luxembourg Commission for
the Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream participants are financial institutions recognized
around the world and include underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations,
and may include the agent. Clearstream's U.S. customers are limited to
securities brokers and dealers and banks. Indirect access to Clearstream is
also available to others, such as banks, brokers, dealers and trust companies,
that clear through or maintain a custodial relationship with a Clearstream
participant either directly or indirectly.
Payments with respect to EXLs held beneficially through Clearstream will be
credited to cash accounts of Clearstream participants in accordance with its
rules and procedures, when received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities for
its participants and to clear and settle transactions between its participants
through simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous delivery of securities and cash. Euroclear provides
various other services, including securities lending and borrowing, and
interacts with domestic markets in several countries. Euroclear is operated by
the Brussels, Belgium office of
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Morgan Guaranty Trust Company of New York, referred to as the "Euroclear
Operator," under contract with Euroclear Clearance Systems, S.C., a Belgian
cooperative corporation. All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not Euroclear Clearance
Systems. Euroclear Clearance Systems establishes policy for Euroclear on
behalf of Euroclear participants. Euroclear participants include banks
(including central banks), securities brokers and dealers and other
professional financial intermediaries, and may include the agent. Indirect
access to Euroclear is also available to others that clear through or maintain
a custodial relationship with a Euroclear participant, either directly or
indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law, which we will refer to in this pricing supplement as the "Terms and
Conditions." The Terms and Conditions govern transfers of securities and cash
within Euroclear, withdrawals of securities and cash from Euroclear, and
receipt of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear participants,
and has no record of or relationship with persons holding interests in
securities through Euroclear participants.
Distributions with respect to EXLs held beneficially through Euroclear will
be credited to the cash accounts of Euroclear participants in accordance with
the Terms and Conditions, when received by the U.S. Depositary for Euroclear.
Euroclear has further advised us that investors that acquire, hold and
transfer interests in the EXLs by book-entry through accounts with the
Euroclear Operator or any other securities intermediary are subject to the
laws and contractual provisions governing their relationship with their
intermediary, as well as the laws and contractual provisions governing the
relationship between such an intermediary and each other intermediary, if any,
standing between themselves and the global notes.
The Euroclear Operator has advised us that under Belgian law, investors
which are credited with securities on the records of the Euroclear Operator
have a co-proprietary right in the fungible pool of interests in securities on
deposit with the Euroclear Operator in an amount equal to the amount of
interests in securities credited to their accounts. In the event of the
insolvency of the Euroclear Operator, Euroclear participants would have a
right under Belgian law to the return of the amount and type of interests in
securities credited to their accounts with the Euroclear Operator. If the
Euroclear Operator did not have a sufficient amount of interests in securities
on deposit of a particular type to cover the claims of all participants
credited with such interests in securities on the Euroclear Operator's
records, all participants having an amount of interests in securities of such
type credited to their accounts with the Euroclear Operator would then have
the right under Belgian law only to the return of their pro rata share of the
amount of interests in securities actually on deposit.
Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited
with such interest in securities on its records.
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Global Clearance and Settlement
Initial settlement for the EXLs will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market
trading between Clearstream participants and/or Euroclear participants will
occur in the ordinary way in accordance with the applicable rules and
operating procedures of Clearstream and Euroclear and will be settled in
immediately available funds using the procedures applicable to conventional
eurobonds.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear participants, on the other, will be effected through
DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such cross-
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving EXLs through DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Clearstream participants and Euroclear participants may not deliver
instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of EXLs received through
Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any
transactions in such EXLs settled during such processing will be reported to
the relevant Euroclear participants or Clearstream participants on such
business day. Cash received in Clearstream or Euroclear as a result of sales
of EXLs by or through a Clearstream participant or a Euroclear participant to
a DTC participant will be received with value on the DTC settlement date but
will be available in the relevant Clearstream or Euroclear cash account only
as of the business day following settlement in DTC.
Although DTC, Euroclear and Clearstream have agreed to the procedures
described above in order to facilitate transfers of EXLs among participants of
DTC, Euroclear and Clearstream, they are under no obligation to perform or
continue to perform such procedures and such procedures may be modified or
discontinued at any time. Neither we nor the Paying Agent will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective direct or indirect participants of their obligations under the
rules and procedures governing their operations.
Plan of Distribution:
On August 17, 2000, we agreed to sell to Morgan Stanley & Co. Incorporated,
and it agreed to purchase, $1,500,000,000 of EXLs at a net price of 99.75%,
which we refer to as the "purchase price." The purchase price equals the
stated issue price of 100% less an underwriting commission of 0.25% of the
principal amount of these EXLs.
We expect that delivery of the EXLs will be made against payment therefor
on or about the closing date specified in this pricing supplement, which will
be on the fifth business day following the date the EXLs are priced. Under
Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in three business days after the date
the securities are priced, unless the parties to any such trade expressly
agree otherwise.
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Accordingly, purchasers who wish to trade EXLs on the date of pricing or on
any of the next four succeeding business days will be required, by virtue of
the fact that the notes will settle in T+5, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement;
such purchasers should also consult their own advisors in this regard.
The agent has agreed that it will not offer or sell any of the EXLs in any
jurisdiction if such offer or sale would not be in compliance with any
applicable law or regulation or if any consent, approval or permission is
needed for such offer or sale by the agent or for or on our behalf unless such
consent, approval or permission has been previously obtained. Subject to our
obligations to cooperate in obtaining any necessary consents and approvals, we
shall have no responsibility for, and the agent will obtain, any consent,
approval or permission required by the agent for the subscription, offer, sale
or delivery by the agent of the EXLs, or the distribution of any offering
materials, under the laws and regulations in force in any jurisdiction to
which the agent is subject or in or from which the agent makes any
subscription, offer, sale or delivery.
Purchasers of the EXLs may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth herein.
United States Federal Taxation:
The following discussions are based on the opinion of Faegre & Benson LLP,
our special tax counsel.
An election to extend the maturity of all or any portion of the principal
amount of the EXLs in accordance with the procedures described above should
not be a taxable event for U.S. federal income tax purposes. In addition, the
EXLs should not constitute contingent payment debt instruments that would be
subject to certain Treasury regulations governing contingent payment
obligations (the "Contingent Payment Regulations").
Prospective investors should note that no assurance can be given that the
IRS will accept, or that the courts will uphold, the characterization and the
tax treatment of the EXLs described above. If the IRS were successful in
asserting that an election to extend the maturity of all or any portion of the
principal amount of the EXLs is a taxable event for U.S. federal income tax
purposes, then you would be required to recognize gain upon the exercise of
such election. Also, if the IRS were successful in asserting that the EXLs
were subject to the Contingent Payment Regulations, the timing and character
of income thereon would be affected. Among other things, you may be required
to accrue as OID income, subject to adjustments, at a "comparable yield" on
the issue price. Furthermore, any gain recognized with respect to the EXLs
would generally be treated as ordinary income. However, because the EXLs bear
a variable interest rate that is reset every month, Wells Fargo & Company
expects that (i) the accrual of income at the comparable yield will not
significantly alter the timing of income inclusion; and (ii) any gain
recognized with respect to the notes will not be significant. You are urged to
consult your tax advisor regarding the U.S. federal income tax consequences of
investing in the EXLs.
Prospective investors should consult the summary describing the principal
U.S. federal income tax consequences of the ownership and disposition of the
EXLs contained in the section called "United States Federal Taxation" in the
accompanying prospectus supplement.
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