-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/BBF5TYAXPMpODAK6uPCu/YXn+Mn2crEFLS0CxjWFujGcoxBuq0GzjdYPwDuSHt u6ZHqWNSCGLSh6HyLwKjJg== 0000898430-96-003960.txt : 19960928 0000898430-96-003960.hdr.sgml : 19960928 ACCESSION NUMBER: 0000898430-96-003960 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960820 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10469 FILM NUMBER: 96617997 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 S-3 1 FORM S-3 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 13-2553920 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (415) 477-1000 (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) ALAN J. PABST SENIOR VICE PRESIDENT AND TREASURER WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (415) 477-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) --------------- COPIES TO: GEORGE D. TUTTLE, ESQ. ERIC S. HAUETER, ESQ. E. WAIDE WARNER, JR., DOUGLAS D. SMITH, ESQ. BROWN & WOOD LLP ESQ. BROBECK PHLEGER & 555 CALIFORNIA STREET DAVIS POLK & WARDWELL HARRISON LLP SAN FRANCISCO, 450 LEXINGTON AVENUE ONE MARKET PLAZA CALIFORNIA 94104 NEW YORK, NEW YORK SAN FRANCISCO, 10017 CALIFORNIA 94105 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, please 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 of 1933, please check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 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] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED(1) PER SECURITY OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Notes.................. Preferred Stock(3)..... Depositary Shares(4)(5).......... $3,500,000,000 100%(2) $3,500,000,000 $1,206,897 Common Stock(5)(6).....
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) In United States dollars or the equivalent thereof in foreign currency or currency units. If any of the Notes are issued at an original issue discount, this amount will be increased such that the public offering price will equal $3,500,000,000. (2) Estimated solely for the purpose of calculating the registration fee. The aggregate public offering price of Notes and Preferred Stock sold will not exceed $3,500,000,000. (3) Such indeterminate number of shares of Preferred Stock as may from time to time be issued at indeterminate prices and, in addition, as may be issuable upon conversion, exchange or in payment of the Notes registered hereunder. (4) 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. (5) No additional consideration will be received for the Depositary Shares or Common Stock and therefore no registration fee is required pursuant to Rule 457(j). (6) Such indeterminate number of shares of Common Stock as may be issuable upon conversion or in payment of the Notes and Preferred Stock registered hereunder. 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Subject to Completion, dated August 20, 1996 $3,500,000,000 WELLS FARGO & COMPANY SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES PREFERRED STOCK WELLS FARGO & COMPANY (the "Company") intends to offer and sell from time to time its debt securities (the "Notes") and its Preferred Stock, $5.00 par value ("Preferred Stock"), with an aggregate public offering price of $3,500,000,000 (or the equivalent in foreign currencies or composite currencies) on terms to be determined by market conditions at the time of sale. The Notes and the Preferred Stock (together the "Offered Securities") may be offered separately or together, in separate series, in amounts and at prices and terms to be set forth in an accompanying Prospectus Supplement ("Prospectus Supplement"). At the option of the Company, the Notes may be issued as senior debt securities ("Senior Notes") or as subordinated debt securities ("Subordinated Notes"). The Offered Securities may be denominated in United States dollars or, at the option of the Company, in any other currency, in a composite currency or in amounts determined by reference to an index which is specified in the Prospectus Supplement. The specific terms of the Offered Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying Prospectus Supplement. The Notes may be convertible or exchangeable into Preferred Stock or Common Stock of the Company. The Preferred Stock may be convertible or exchangeable into Notes or Common Stock of the Company. The Offered Securities may be offered and sold directly by the Company or through one or more underwriters or agents. In addition, the Prospectus Supplement will set forth the terms of sale of the Offered Securities and the identity of any underwriters or agents. Any underwriters, dealers or agents participating in any offering of the Offered Securities may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended. See "Plan of Distribution." Payment of the principal of the Subordinated Notes may be accelerated only in the case of certain events of bankruptcy, insolvency or reorganization of the Company or the Bank. There is no right of acceleration in the case of a default in the performance of any covenant with respect to the Subordinated Notes, including the payment of interest or principal. See "Description of Notes -- Events of Default." ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU- RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE- SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE UNSECURED DEBT OBLIGATIONS OF, OR EQUITY INTERESTS IN, WELLS FARGO & COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. ------------------------- This Prospectus may not be used to consummate sales of Offered Securities unless accompanied by a Prospectus Supplement. ------------------------- The date of this Prospectus is , 1996 No person has been authorized to give any information or to make any representations other than those contained in this Prospectus and the Prospectus Supplement in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any underwriters or agents. Neither the delivery of this Prospectus and the Prospectus Supplement nor any sale made thereunder shall, under any circumstances, create any implication that information herein or therein is correct as of any time subsequent to the date hereof or thereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning the Company can be inspected at the Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and the Commission's Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from such facilities and the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. Such material may also be accessed electronically by means of the Commission's home page on the Internet at http://www.sec.gov. In addition, such material can be inspected at the offices of the New York and Pacific Stock Exchanges on which certain of the Company's securities are listed. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933 and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference in this Prospectus the following reports filed with the Commission pursuant to Section 13 of the Act: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1995, (ii) the Company's Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30, 1996; (iii) the Company's Current Reports on Form 8-K filed on January 16, January 24, January 31, February 29, April 1, April 5, April 10, April 16, July 16 and August 9, 1996 and (iv) the consolidated financial statements of First Interstate Bancorp ("First Interstate") as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995, as contained in First Interstate's Annual Report on Form 10-K for the year ended December 31, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Offered Securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any person receiving a copy of this Prospectus may obtain without charge, upon oral or written request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents unless such exhibits are specifically incorporated by reference into the information that the Prospectus incorporates. Requests should be directed to Wells Fargo & Company, Investor/Public Relations, MAC #0163-029, 343 Sansome Street, San Francisco, California 94163, telephone (415) 396-0560. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 WELLS FARGO & COMPANY Wells Fargo & Company ("Company") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. On April 1, 1996, the Company completed its acquisition of First Interstate Bancorp ("First Interstate"). On the basis of assets as of June 30, 1996, the Company was the ninth largest bank holding company in the United States. As of June 30, 1996, the Company had loans of $70.5 billion, total assets of $108.6 billion, total deposits of $83.9 billion and stockholders' equity of $15.0 billion. Its principal subsidiary is Wells Fargo Bank, National Association (the "Bank"). The Bank is primarily engaged in retail, commercial and corporate banking, real estate lending and trust and investment services. The Company is a legal entity separate and distinct from the Bank and its other affiliates. There are various legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to the Company or various of its affiliates. The executive offices of the Company are located at 420 Montgomery Street, San Francisco, California 94163. The Company's telephone number is (415) 477-1000. Since the Company is a holding company, the rights of the Company to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise (and thus the ability of holders of the Offered Securities to benefit indirectly from such distribution) are subject to the prior claims of creditors of that subsidiary, except to the extent that the Company may itself be a creditor of that subsidiary. Claims on the Company's subsidiaries by creditors other than the Company include long- term debt and substantial obligations in respect of federal funds purchased, securities sold under repurchase agreements and certain other short-term borrowings, as well as deposit liabilities. USE OF PROCEEDS The net proceeds from the sale of the Offered Securities will be used for general corporate purposes. Specific allocations of the proceeds to such purposes have not been determined. The net proceeds may be used to reduce outstanding commercial paper and other debt of the Company. Based upon the anticipated future funding requirements of the Company and its subsidiaries, the Company expects that it will, from time to time, engage in additional financings of a character and in amounts to be determined and that its commercial paper borrowings and other short-term debt may be increased above the level prevailing after the initial use of proceeds. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the historical ratios of earnings to fixed charges and the historical ratios of earnings to fixed charges and preferred dividends of the Company for the periods indicated:
QUARTER ENDED SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 1996 JUNE 30, 1996 1995 1994 1993 1992 1991 ------------- ---------------- ---- ---- ---- ---- ---- Consolidated Ratios of Earnings to Fixed Charges /1/,/3/ Including interest on deposits.............. 2.11 2.19 2.19 2.20 1.90 1.33 1.02 Excluding interest on deposits.............. 5.73 5.55 4.56 5.04 4.53 2.56 1.10 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividends /1/,/2/,/3/ Including interest on deposits.............. 2.00 2.08 2.09 2.07 1.77 1.26 1.00 Excluding interest on deposits.............. 4.58 4.59 3.99 4.18 3.51 2.02 1.01
- -------- /1/For purposes of computing these ratios, earnings represent income before income tax expense plus fixed charges. Fixed charges represent interest expense plus the estimated interest component of net rental expense. /2/The preferred stock dividends are increased to amounts representing the pretax earnings required to cover such dividends. /3/These computations are included herein in compliance with Securities and Exchange Commission regulations. However, management believes the fixed charge ratios are not meaningful measures for the business of the Company because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates. 3 DESCRIPTION OF NOTES The Senior Notes will be issued under an Indenture, dated as of September 1, 1984, as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987, and the Third Supplemental Indenture dated as of January 23, 1991 (together, the "Senior Indenture"), between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as successor Trustee (the "Senior Trustee"). The Subordinated Notes will be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture"), between the Company and Marine Midland Bank, as Trustee (the "Subordinated Trustee"). In this Prospectus, the Senior Indenture and the Subordinated Indenture are referred to as the "Indentures." The Senior Trustee and the Subordinated Trustee are referred to as the "Trustees." As used in this Prospectus, the term "Senior Notes" means the Senior Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Senior Indenture, the term "Subordinated Notes" means the Subordinated Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Subordinated Indenture, and the term "Notes" means the Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Indentures; and references to "principal" of the Notes shall be deemed to include, unless the context otherwise requires, a reference to premium, if any, on the Notes. Copies of the Indentures and the forms of the Notes are filed or incorporated by reference as exhibits to the Registration Statement. The following summaries of certain provisions of the Indentures and the summary of certain provisions of a particular series of Notes set forth in the Prospectus Supplement relating thereto do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures and the respective forms of the Notes, including the definitions therein of certain terms. Whenever particular Sections, Articles or defined terms of the Indentures are referred to, it is intended that such Sections, Articles or defined terms shall be incorporated herein by reference. GENERAL The Indentures do not limit the amount of debt securities which can be issued thereunder and provide that debt securities of any series may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. The Indentures do not limit the amount of other indebtedness or securities which may be issued by the Company. The Notes may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, may be payable in currencies other than United States dollars, in composite currencies or in amounts determined by reference to an index and may otherwise vary, all as provided in the Indentures. The Prospectus Supplement will set forth the following specific terms regarding the series of Notes offered thereby: (i) the designation and aggregate principal amount of Notes of such series; (ii) the ranking of the Notes as Senior Notes or Subordinated Notes; (iii) the percentage of their principal amount at which such Notes will be issued; (iv) the date or dates on which such Notes will mature, if any; (v) the rate per annum or the method of determining the rate or rates per annum, if any, at which such Notes will bear interest; (vi) the dates from and on which such interest, if any, will accrue and be payable and the designated record dates for such interest payments; (vii) the currency (which may be a composite currency) in which payment of principal and interest, if any, shall be payable if other than United States dollars; (viii) the index, if any, upon which the amount of principal or interest is determined; (ix) any redemption terms; (x) any conversion or exchange provisions; (xi) provisions for issuance of global securities; and (xii) other specific terms. If so indicated in the applicable Prospectus Supplement, the terms of the Notes offered thereby may differ from those set forth herein. Some of the Notes may be issued as discounted Notes (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a discount below their stated principal amount. Some of the Notes may be perpetual and have no stated maturity. Federal income tax consequences and other special considerations applicable to such perpetual or discounted Notes will be described in the Prospectus Supplement relating thereto. 4 Interest on the Notes of any series will be payable to the persons in whose names the Notes are registered at the close of business on the record date designated for an interest payment date (Section 2.03). The Notes may be presented for the payment of principal and interest, if any, transfer and exchange at the offices or agencies of the Company maintained for such purposes in San Francisco and New York City. Payment of any installment of interest may be made at the option of the Company by check, mailed to the address of the person entitled thereto as it appears on the Register of the Notes of such series (Sections 2.05, 4.01 and 4.02). The Notes will be issued in fully registered form, without coupons, in denominations of $1,000 and any whole multiple of $1,000, unless different authorized denominations are stated in the Prospectus Supplement. No service charge will be made for any exchange or registration of transfer of a Note, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge (Section 2.05). The Indentures provide that if a series of Notes is denominated in a currency other than United States dollars or in a composite currency, in the absence of a contrary provision in the Notes any action or distribution under the Indentures will be based on the relative amount of United States dollars that could be obtained on such reasonable basis of exchange on such date as is specified by the Company to the Trustee (Sections 14.10 of the Senior Indenture and 16.10 of the Subordinated Indenture). All of the Notes will be unsecured general obligations of the Company. The Senior Notes will not be subordinated in right of payment to any other indebtedness of the Company. Unless otherwise set forth in the applicable Prospectus Supplement, neither the Indentures nor the Notes contain provisions which would afford holders of the Notes protection in the event of a takeover, recapitalization or similar restructuring involving the Company which could adversely affect the Notes. SUBORDINATION OF SUBORDINATED NOTES The obligation of the Company to make any payment on account of the principal of and interest on the Subordinated Notes of any series will be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness of the Company to the extent described in the next paragraph. Senior Indebtedness of the Company includes the Senior Notes and means (i) any indebtedness of the Company for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) obligations under letters of credit, (iii) any indebtedness or other obligations of the Company 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 (iv) 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 in (i), (ii) or (iii) above, whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with generally accepted accounting principles, in each case listed in (i), (ii), (iii) and (iv) above, whether outstanding on the date of execution of the Subordinated Indenture or thereafter incurred, other than obligations "ranking on a parity" with the Subordinated Notes or "ranking junior" to the Subordinated Notes (as those terms are defined in the Subordinated Indenture) (Section 1.01). The definition of senior indebtedness in certain previously issued subordinated debt of the Company (the "Prior Subordinated Debt", which term excludes any Subordinated Notes issued under the Subordinated Indenture) includes only indebtedness of or guaranteed by the Company for borrowed money and any deferred obligation for the payment of the purchase price of property or assets, other than obligations ranking on a parity with or junior to such subordinated indebtedness. As a result of this difference, the holders of Subordinated Notes are subordinated to greater amounts of senior indebtedness of the Company than holders of such Prior Subordinated Debt and, under the circumstances described in the following paragraph, holders of Subordinated Notes may receive less, ratably, than holders of such Prior Subordinated Debt. As of June 30, 1996, there was $2.6 billion of Senior Indebtedness of the Company and $2.6 billion of obligations ranking on a parity (as defined in the Subordinated Indenture) with the Subordinated Notes. The Subordinated Indenture does not limit the amount of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the 5 Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Subordinated Notes, together with the holders of any obligations of the Company ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Subordinated Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Subordinated Notes (Section 14.01). By reason of such subordination, in the event of the insolvency of the Company, holders of Senior Indebtedness of the Company may receive more, ratably, and holders of the Subordinated Notes having a claim pursuant to the Subordinated Notes may receive less, ratably, than the other creditors of the Company. Such subordination will not prevent the occurrence of any Event of Default in respect of the Subordinated Notes (Section 14.10). GLOBAL SECURITIES The Notes of a series may be issued in whole or in part in the form of one or more global securities ("Global Security") that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to such series. Global Securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Security may not be transferred except as a whole by the depositary for such Global Security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor (Sections 2.02 and 2.05). The specific terms of the depositary arrangement with respect to any Notes of a series will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Global Security, the depositary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with such depositary ("Participants"). The accounts to be credited shall be designated by the underwriters of such Notes, by certain agents of the Company or by the Company, if such Notes are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold interests through Participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary with respect to Participants' interests in such Global Security or by Participants or by persons that hold through Participants with respect to beneficial owners' interests. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such ownership limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the depositary for a Global Security, or its nominee, is the holder of such Global Security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Security for all purposes under the Indenture governing such Notes. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have Notes of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Notes of such series in definitive form and will not be considered the owners or holders thereof under the Indenture governing such Notes. Principal and interest payments on Notes registered in the name of or held by a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. The Company expects that the depositary for Notes of a series, upon receipt of any 6 payment of principal or interest in respect of a Global Security, will immediately credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such depositary. The Company also expects that payments by Participants or persons who hold interests through Participants to owners of beneficial interests in such Global Security held through such Participants or persons will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants or persons. None of the Company, the Trustee for such Notes, any paying agent or any registrar for such Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If a depositary for Notes of a series is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing the Notes of such series. In addition, the Company may at any time and in its sole discretion determine not to have any Notes of a series represented by one or more Global Securities and, in such event, will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing such Notes. CONVERSION AND EXCHANGE The terms, if any, on which Notes of any series are convertible into or exchangeable for Common Stock or Preferred Stock will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which the number of shares of Common Stock or Preferred Stock to be received by the holders of Notes would be calculated according to the market price of Common Stock or Preferred Stock as of a time stated in the Prospectus Supplement. LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OR CONVERTIBLE SECURITIES OF, AND MERGER OR SALE OF ASSETS BY, THE BANK The Senior Indenture contains a covenant that (i) the Company will not, and will not permit the Bank to issue, sell, transfer, assign, pledge or otherwise dispose of any shares of Capital Stock of any class of the Bank or any securities convertible or exchangeable into shares of Capital Stock of any class of the Bank, unless, after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into such Capital Stock (including such securities, if any, which may be the subject of such transaction), at least 80% of the outstanding shares of Capital Stock of each class of the Bank shall be owned at that time directly or indirectly by the Company; and (ii) the Company will not permit the Bank to merge or consolidate or convey or transfer all or substantially all of its assets, unless at least 80% of the outstanding shares of Capital Stock of each class (after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into Capital Stock, including such securities, if any, which may be issued in such transaction) of the surviving corporation in the case of merger or consolidation or of the transferee corporation in the case of a conveyance or transfer shall be owned at that time directly or indirectly by the Company (Section 4.07 of the Senior Indenture). There is no similar covenant in the Subordinated Indenture. EVENTS OF DEFAULT An Event of Default with respect to any series of Senior Notes is defined in the Senior Indenture as being: (a) default for 30 days in payment of any installment of interest on Senior Notes of such series; (b) default in payment of any principal on Senior Notes of such series; (c) default by the Company in performance in any material respect of any of the covenants or agreements in the Senior Notes or in the Senior Indenture specifically contained therein for the benefit of the Senior Notes of such series which shall not have been remedied for a 7 period of 90 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of the Senior Notes of such series and all other series so benefited (all such series voting as one class) then outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of the Company or of the Bank (Section 6.01 of the Senior Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Senior Notes necessarily constitutes an Event of Default with respect to any other series of Senior Notes. In addition, the Senior Indenture also defines an Event of Default with respect to any series of Senior Notes as being default in the payment of any indebtedness for borrowed money of the Company (including a default with respect to Senior Notes of any series other than such series) or of the Bank in principal amount in excess of $1,000,000 and the expiration of any period of grace with respect thereto, or the occurrence of any event of default as defined in any mortgage, indenture or instrument (including the Senior Indenture) evidencing, securing or under which there is issued any indebtedness for borrowed money of the Company or of the Bank in principal amount in excess of $1,000,000 that results in the acceleration of such indebtedness, and such default in payment is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of all Senior Notes then outstanding (all series voting as one class), provided that so long as the Company or the Bank, as the case may be, is contesting in good faith such default in payment or event of default and the Company delivers to the Trustee a certificate that the Company or the Bank, as the case may be, is contesting in good faith the existence of such payment default or event of default, then no Event of Default shall be deemed to exist under this clause; such Event of Default is herein called a "Cross Default." The Senior Indenture provides that if an Event of Default under clause (a), (b) or (c) above shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to less than all series of Senior Notes then outstanding under such Indenture), either the Trustee or the holders of not less than 25% in principal amount of the then outstanding Senior Notes of the series as to which the Event of Default has occurred (each such series voting as a separate class in the case of an Event of Default under clause (a) or (b), and all such series voting as one class in the case of an Event of Default under clause (c)) may declare the principal (or portion thereof specified in the terms of such series) of all the Senior Notes of such series, or of all such series in the case of an Event of Default under clause (c) above, in each case together with any accrued interest, to be due and payable immediately. The Senior Indenture also provides that if an Event of Default under clause (c) or (d) above or the Cross Default clause shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to all the Senior Notes then outstanding under the Senior Indenture), either the Trustee or the holders of not less than 25% in principal amount of all the Senior Notes then outstanding (voting as one class) may declare the principal (or portion thereof specified in the terms of any series) of all the Senior Notes, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration (including a declaration caused by a default in the payment of principal or interest, the payment for which has subsequently been provided) may be annulled by the holders of a majority in principal amount of the Senior Notes of the series then outstanding as were entitled to declare such default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Senior Notes of all series then outstanding (all series voting as one class), except a default in the payment of principal of or interest on the Senior Notes or in respect of a covenant or provision of the Senior Indenture which cannot be modified or amended without the consent of the holder of each Senior Note so affected (Sections 6.01 and 6.06 of the Senior Indenture). An Event of Default with respect to any series of Subordinated Notes is defined in the Subordinated Indenture as being: (a) default for 30 days in payment of any installment of interest on Subordinated Notes of such series; (b) default in payment of any principal on Subordinated Notes of such series; (c) default by the Company in performance in any material respect of any of the covenants or agreements in the Subordinated Notes or in the Subordinated Indenture specifically contained therein for the benefit of the Subordinated Notes of such series which shall not have been remedied for a period of 90 days after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in principal amount of the Subordinated Notes of such series and all other series so benefited (all such series voting as one class) then 8 outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of the Company or the Bank (Section 6.01 of the Subordinated Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Subordinated Notes necessarily constitutes an Event of Default with respect to any other series of Subordinated Notes. No Event of Default described in clause (a), (b) or (c) above permits acceleration of the payment of principal of the Subordinated Notes. The Subordinated Indenture provides that if an Event of Default under clause (d) above shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all the then outstanding Subordinated Notes of each series as to which such Event of Default has occurred (voting as one class) may declare the principal (or a portion thereof specified in the terms of any series) of all Subordinated Notes as to which such Event of Default under clause (d) has occurred, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration may be annulled by a majority in principal amount of the Subordinated Notes of the series then outstanding as were entitled to declare such Event of Default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Subordinated Notes of all series then outstanding as to which the default has occurred (all series voting as one class), except a default in the payment of principal or interest on any such Subordinated Notes or in respect of a covenant or provision of the Subordinated Indenture which cannot be modified or amended without the consent of the holder of each Subordinated Note so affected (Sections 6.01 and 6.06 of the Subordinated Indenture). As a result of the provisions stated in the prior paragraph, the Subordinated Indenture does not provide for any right to accelerate the payment of principal of the Subordinated Notes upon a default in payment of principal or interest or in the performance of any covenant or agreement in the Subordinated Notes or the Subordinated Indenture, or upon a default in the payment or acceleration of other indebtedness of the Company. In the case of a default in the payment of principal or interest, the Trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce payment of such principal or interest (Section 6.02 of the Subordinated Indenture). Each Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during default to act with the required standard of care, to be indemnified by the holders of Notes issued under such Indenture before proceeding to exercise any right or power under the Indenture at the request of such holders (Section 7.02). Each Indenture also provides that the holders of a majority in principal amount of the outstanding Notes issued thereunder of all series affected (voting as one class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series (Section 6.06). Each Indenture contains a covenant that the Company will file annually with the Trustee a certificate as to the absence of any default or specifying any default that exists (Section 4.06). MODIFICATION OF THE INDENTURE AND WAIVER Each Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66 2/3% in principal amount of the Notes of all series then outstanding under such Indenture affected by such supplemental indenture (voting as one class), to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such Indenture or modifying the rights of the holders of Notes of each such series, except that no such supplemental indenture may (i) extend the fixed maturity of any Notes, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or reduce any amount payable upon any redemption thereof, or change the currency of payment of principal of or any interest thereon or on any overdue principal amount, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all outstanding Notes under such Indenture (Section 10.02). Each Indenture provides that the Company may omit in any particular instance to comply with any covenant or condition specifically contained in such Indenture for the benefit of one or more series of Notes (including in 9 the case of the Senior Indenture, the covenant described above under "Limitation on Sale or Issuance of Capital Stock or Convertible Securities of, and Merger or Sale of Assets by, the Bank") if before the time for such compliance the holders of a majority in principal amount of the Notes of all series then outstanding under such Indenture, and, in the case of the Subordinated Indenture, affected by the omission (voting as one class) waive such compliance in such instance, but such waiver shall not extend to or affect such covenant or condition except to the extent so expressly waived (Section 4.08 of the Senior Indenture and Section 4.07 of the Subordinated Indenture). CONSOLIDATION, MERGER AND SALE OF ASSETS Each Indenture provides that the Company may not merge or consolidate or sell or convey all or substantially all of its assets unless the successor corporation (if other than the Company) is a domestic corporation, assumes the Company's obligations under such Indenture and on the Notes issued under such Indenture, and, after giving effect to such transaction, the Company or the successor corporation would not be in default under such Indenture (Section 11.01). CONCERNING THE TRUSTEES The Chase Manhattan Bank (formerly known as Chemical Bank) is the successor Trustee under the Senior Indenture. Notices to the Senior Trustee should be directed to The Chase Manhattan Bank, Corporate Trust Department, 450 West 33rd Street, New York, New York 10001, Attention: Vice President. The Company and the Bank maintain deposit accounts and conduct other banking transactions with the Senior Trustee in the ordinary course of business. Marine Midland Bank is the Trustee under the Subordinated Indenture. Notices to the Subordinated Trustee should be directed to Marine Midland Bank, 140 Broadway, New York, New York 10015, Attention: Vice President--Corporate Trust Administration. The Bank has entered into correspondent banking relationships with the Subordinated Trustee and with its corporate parent, The Hong Kong and Shanghai Banking Corporation Limited ("HSBC"), involving various banking transactions in the ordinary course of business. As part of their relationship, the Bank and HSBC have an arrangement providing for the referral of customers to each other. The Company and the parent of HSBC established a jointly owned trade bank called Wells Fargo HSBC Trade Bank. DESCRIPTION OF PREFERRED STOCK The following description of Preferred Stock sets forth certain general terms and provisions of the series of Preferred Stock to which any Prospectus Supplement may relate. The specific terms of a particular series of Preferred Stock will be described in the Prospectus Supplement relating to such series of Preferred Stock. If so indicated in the Prospectus Supplement relating thereto, the terms of any such series of Preferred Stock may differ from the terms set forth below. The description of Preferred Stock set forth below and the description of the terms of a particular series of Preferred Stock set forth in the Prospectus Supplement relating thereto do not purport to be complete and are qualified in their entirety by reference to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Certificate of Designation relating to such series of Preferred Stock, which are filed or incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL The Company is authorized to issue 25,000,000 shares of Preferred Stock. The Board of Directors has the authority to issue Preferred Stock in one or more series and to fix the specific number of shares, title, liquidation preference of each share, issue price, dividend rate or rates (or method of calculation), dividend periods, dividend payment dates, any redemption or sinking fund provisions, any conversion provisions and any other specific terms of any series without any further action by stockholders of the Company unless action is required by applicable laws or regulations or by the terms of other outstanding preferred stock. As of the date of this 10 Prospectus, the Company had five series of Preferred Stock outstanding consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B ("Adjustable Rate Preferred Stock"), 477,500 shares of 9% Preferred Stock, Series C ("9% Preferred Stock") represented by 9,550,000 Depositary Shares each representing a one-twentieth interest in a share of 9% Preferred Stock, 350,000 shares of 8 7/8% Preferred Stock, Series D (the "8 7/8% Preferred Stock" and together with the 9% Preferred Stock, the "Fixed Rate Preferred Stock") represented by 7,000,000 Depositary Shares each representing a one-twentieth interest in a share of 8 7/8% Preferred Stock, 1,000,000 shares of 9 7/8% Preferred Stock, Series F ("9 7/8% Preferred Stock") represented by 8,000,000 Depositary Shares each representing a one-eighth interest in a share of 9 7/8% Preferred Stock and 750,000 shares of 9% Preferred Stock, Series G ("9% Series G Preferred Stock" and together with the 9 7/8% Preferred Stock, the "New Wells Fargo Preferred Stock") represented by 6,000,000 Depositary Shares each representing a one-eighth interest in a share of 9% Series G Preferred Stock. The Adjustable Rate Preferred Stock has a liquidation preference of $50 per share, the Fixed Rate Preferred Stock has a liquidation preference of $500 per share or $25 per Depositary Share and the New Wells Fargo Preferred Stock has a liquidation preference of $200 per share or $25 per Depositary Share. See "Description of Capital Stock--Existing Preferred Stock." Unless otherwise specified in the Prospectus Supplement relating thereto, the shares of each series of Preferred Stock will rank on a parity as to dividends and distributions of assets with each other and with the Adjustable Rate Preferred Stock, the Fixed Rate Preferred Stock and the New Wells Fargo Preferred Stock. The Prospectus Supplement will set forth the following specific terms regarding the series of Preferred Stock offered thereby: (i) the designation, number of shares and liquidation preference per share; (ii) the initial public offering price; (iii) the dividend rate or rates, or the method of determining the dividend rate or rates; (iv) the index, if any, upon which the amount of dividends, if any, is determined; (v) the dates on which dividends, if any, will accrue and be payable and the designated record dates for determining the holders entitled to such dividends; (vi) any redemption or sinking fund provisions; (vii) any conversion or exchange provisions; (viii) whether the Company has elected to offer Depositary Shares as described under "Description of Depositary Shares"; (ix) provisions for issuance of global securities; (x) the currency (which may be composite currency) in which payment of dividends, if any, shall be payable if other than United States dollars; (xi) voting rights, if different from those described under "Description of Preferred Stock--Voting Rights"; and (xii) any additional terms, preferences or rights. As described under "Description of Depositary Shares," the Company may, at its option, elect to offer depositary shares ("Depositary Shares") evidenced by depositary receipts ("Depositary Receipts"), each representing a fractional interest (to be specified in the Prospectus Supplement relating to the particular series of the Preferred Stock) in a share of the particular series of the Preferred Stock issued and deposited with a Depositary (as defined below). Under regulations adopted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), if the holders of shares of any series of preferred stock of the Company become entitled to vote for the election of directors because the Board of Directors of the Company has failed to declare or pay dividends on such series (see "Description of Preferred Stock Voting Rights"), such series may then be deemed a class of "voting securities" and a holder of 25 percent or more of such series (or a holder of five percent or more if it otherwise exercises a "controlling influence" over the Company) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956, as amended. In addition, at such time as such series is deemed a class of voting securities, any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire five percent or more of such series and any person other than a bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire ten percent or more of such series. The shares of Preferred Stock will, when issued, be fully paid and nonassessable and will have no preemptive rights. The transfer agent, registrar, dividend disbursing agent and redemption agent for the Preferred Stock will be specified in the Prospectus Supplement relating thereto. 11 DIVIDENDS The holders of the Preferred Stock of each series will be entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cumulative or non-cumulative cash or other dividends at such rate or rates and on such dates as will be set forth in the Prospectus Supplement relating to such series. Such rates may be fixed or variable or both. If variable, the formula used for determining the dividend rate for each dividend period will be set forth in the Prospectus Supplement. Dividends will be payable to the holders of record as they appear on the stock books of the Company on such record dates as will be fixed by the Board of Directors of the Company and specified in the Prospectus Supplement. If the Board of Directors of the Company fails to declare a dividend payable on a dividend payment date on any series of the Preferred Stock for which dividends are noncumulative ("Noncumulative Preferred Stock"), then the holders of such series of the Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and the Company will have no obligation to pay a dividend for such period, whether or not dividends on such series are declared payable on any future dividend payment dates. No dividends may be declared in respect of any dividend period on any other series or class of preferred stock ranking on a parity as to dividends with the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock unless full cumulative dividends on all outstanding shares of each series of Preferred Stock on which dividends are cumulative and on the Adjustable Rate Preferred Stock, the Fixed Rate Preferred Stock and the New Wells Fargo Preferred Stock shall have been paid in full or contemporaneously are declared and paid through the most recent dividend payment date, unless otherwise indicated in the Prospectus Supplement. In the event that full cumulative dividends on such Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock have not been declared and paid or set apart when due, the Company may not declare or pay any dividends on, or make other distributions on or make any payment on account of the purchase, redemption, or other retirement, of its Common Stock or any other stock of the Company ranking as to dividends or upon liquidation junior to such Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock (other than, in the case of dividends or distributions, dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or such other junior ranking stock), until full cumulative dividends on such Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock are made or set apart for payment, unless otherwise indicated in the Prospectus Supplement. When dividends are not paid in full upon any series of Preferred Stock, the Adjustable Rate Preferred Stock, the Fixed Rate Preferred Stock, the New Wells Fargo Preferred Stock and any other preferred stock ranking on a parity therewith all dividends declared or made upon shares of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock, New Wells Fargo Preferred Stock and any other series of preferred stock ranking on a parity therewith shall be declared pro rata so that the amount of dividends declared per share on Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock, New Wells Fargo Preferred Stock and such other preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share (which, in the case of Noncumulative Preferred Stock, shall not include any accumulation in respect of unpaid dividends for prior dividend periods) on shares of each series of the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock, New Wells Fargo Preferred Stock and such other preferred stock bear to each other. No interest shall be payable in respect of any dividend payment which may be in arrears unless otherwise indicated in the Prospectus Supplement. REDEMPTION The shares of any series of Preferred Stock may be redeemable at the option of the Company and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, in each case upon the terms, on the date or dates and at the redemption price or prices set forth in the Prospectus Supplement relating to such series. If fewer than all shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by the Company pro rata or by lot, or by any other method determined by the Board of Directors to be equitable. 12 Under regulations of the Federal Reserve Board, any perpetual preferred stock with a feature permitting redemption at the option of the issuer may qualify as capital only if the redemption is subject to prior approval of the Federal Reserve Board. Therefore, any redemption of Preferred Stock at the option of the Company will require the prior approval of the Federal Reserve Board in order for the Preferred Stock to qualify as capital for bank regulatory purposes. If any dividends on shares of any series of Preferred Stock are in arrears, no shares of Common Stock or shares of capital stock ranking junior to or on parity with the Preferred Stock shall be redeemed and no shares of such series of Preferred Stock shall be redeemed unless all outstanding shares of such series are simultaneously redeemed, and the Company shall not purchase or otherwise acquire any shares of such series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of such series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of such series. Notice of redemption shall be given by mailing the same to each record holder of the shares to be redeemed, not less than 40 nor more than 70 days prior to the date fixed for redemption thereof (and, in the case of New Wells Fargo Preferred Stock, not less than 40 nor more than 60 days' notice), to the respective addresses of such holders as the same shall appear on the Company's stock books. Each such notice shall state: (i) the redemption date; (ii) the number of shares and series of the Preferred Stock to be redeemed; (iii) the redemption price and the manner in which such redemption price is to be paid and delivered; (iv) the place or places where certificates for such shares of Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of any series of the Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares to be redeemed from such holder. If notice of redemption has been given, from and after the redemption date for the shares of the series of the Preferred Stock called for redemption (unless default shall be made by the Company in providing money for the payment of the redemption price of the shares so called for redemption), dividends on the shares of Preferred Stock so called for redemption will cease to accrue, any right to convert the shares of Preferred Stock will terminate, such shares will no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company (except the right to receive the redemption price) will cease. Upon surrender in accordance with such notice of the certificates representing any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Company will so require and the notice shall so state), the redemption price set forth above will be paid out of funds provided by the Company. If fewer than all of the shares represented by any such certificate are redeemed, a new certificate will be issued representing the unredeemed shares without cost to the holder thereof. LIQUIDATION PREFERENCE Upon any liquidation, dissolution or winding up of the Company, the holders of shares of each series of Preferred Stock and of the Adjustable Rate Preferred Stock, the Fixed Rate Preferred Stock and the New Wells Fargo Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to stockholders, before any distribution of assets is made to or set apart for the holders of Common Stock or of any other shares of stock of the Company ranking as to such a distribution junior to the shares of such series, with respect to the Preferred Stock, an amount described in the Prospectus Supplement relating to such series of Preferred Stock, and with respect to the Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock, an amount equal to the liquidation value of such shares. See "Description of Capital Stock--Existing Preferred Stock." If, in any case of any such liquidation, dissolution or winding up of the Company, the assets of the Company or the proceeds thereof shall be insufficient to pay in full the amounts payable with respect to shares of each series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock and any other shares of stock of the Company ranking as to any such distribution on a parity therewith, the holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Company in proportion to the full respective 13 preferential amounts to which they are entitled. After payment to the holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock of the full preferential amounts to which they are entitled, the holders of shares of such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company, unless otherwise provided in the Prospectus Supplement. A consolidation or merger of the Company with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of the Company. CONVERSION AND EXCHANGE The terms, if any, on which shares of any series of Preferred Stock are convertible into or exchangeable for Notes or Common Stock will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which the number of shares of Common Stock to be received by the holders of Preferred Stock would be calculated according to the market price of Common Stock as of a time stated in the Prospectus Supplement. VOTING RIGHTS Except as indicated below or in the Prospectus Supplement relating to a particular series of the Preferred Stock, or except as expressly required by applicable law, the holders of Preferred Stock will not be entitled to vote. On matters on which holders of such series and holders of any other series of Preferred Stock are entitled to vote as a single class, each full share of any series of the Preferred Stock shall be entitled to one vote. Therefore, the voting power of such series will depend on the number of shares in such series, not the liquidation preference or initial offering price of the shares of such series of the Preferred Stock. However, as more fully described under "Description of Depositary Shares," if the Company elects to provide for the issuance of Depositary Shares representing fractional interests in a share of a series of the Preferred Stock, the holders of each such Depositary Share will, in effect, be entitled through the Depositary to such fraction of a vote, rather than a full vote. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote such shares of Preferred Stock in accordance with the recommendation of the Company, unless otherwise indicated in the Prospectus Supplement. Whenever the Board of Directors shall have failed to declare and pay dividends on a series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock (voting as a class with all other affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock ranking on a parity therewith either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of the Company at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock have been fully paid or set apart for payment. In addition, under such circumstances, certain holders of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock may become subject to regulation as a bank holding company. See "Description of Preferred Stock-- General." The term of office of all directors elected by the holders of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock shall terminate immediately upon the termination of the right of the holders of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock to vote for directors. 14 So long as any shares of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock remain outstanding, the Company shall not, without the consent of the holders of at least two-thirds of the shares of the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock outstanding at the time (voting separately as a class with all other affected series of Preferred Stock ranking on a parity with the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock), (i) authorize, create or issue, or increase the authorized amount of, any class or series of stock ranking prior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock as to dividends or upon liquidation; or (ii) amend, alter or repeal the provisions of the Company's Restated Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Common Stock or authorized Preferred Stock or the creation and issuance of other series of common stock or preferred stock ranking on a parity with or junior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock as to dividends and upon liquidation shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. DESCRIPTION OF DEPOSITARY SHARES The description set forth below and in any Prospectus Supplement of certain provisions of the Deposit Agreement (as defined below) and of the Depositary Shares and Depositary Receipts does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of Deposit Agreement and form of Depositary Receipts relating to each series of the Preferred Stock which are filed with the Commission as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL The Company may, at its option, elect to offer fractional interests in shares of Preferred Stock. The shares of any series of the Preferred Stock underlying the Depositary Shares will be deposited under a separate Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company (the "Depositary"). The Prospectus Supplement relating to a series of Depositary Shares will set forth the name and address of the Depositary. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fractional interest in a share of Preferred Stock underlying such Depositary Share, to all the rights and preferences of the Preferred Stock underlying such Depositary Share (including dividend, voting, redemption, conversion and liquidation rights). The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement, each of which will represent the fractional interest in a share of a particular series of the Preferred Stock described in the Prospectus Supplement. Unless otherwise specified in the Prospectus Supplement, a holder of Depositary Shares is not 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 in respect of the Preferred Stock to the record holders of Depositary Shares relating to such Preferred Stock in proportion to the numbers of such Depositary Shares owned by such holders on the relevant record date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any holder of Depositary 15 Shares a fraction of one cent, and any balance not so distributed shall be added to and treated as part of the next sum received by the Depositary for distribution to record holders of Depositary Shares. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of the Company, sell such property and distribute the net proceeds from such sale to such holders. The Deposit Agreement also contains provisions relating to the manner in which any subscription or similar rights offered by the Company to holders of the Preferred Stock shall be made available to holders of Depositary Shares. REDEMPTION OF DEPOSITARY SHARES If a series of the Preferred Stock underlying the Depositary Shares is subject to redemption, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such series of the Preferred Stock held by the Depositary. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share payable with respect to such series of the Preferred Stock. 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 may be determined by the Depositary. After the date fixed for redemption, the Depositary Shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the Depositary Shares will cease, except the right to receive the moneys payable upon such redemption and any money or other property to which the holders of such Depositary Shares were entitled upon such redemption upon surrender to the Depositary of the Depositary Receipts evidencing such Depositary Shares. Any funds deposited by the Company with the Depositary for any Depositary Shares which the holders thereof fail to redeem shall be returned to the Company after a period of two years from the date such funds are so deposited. VOTING Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such 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 the exercise of the voting rights pertaining to the number of shares of Preferred Stock underlying such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the number of shares of Preferred Stock underlying such Depositary Shares in accordance with such instructions, and the Company will agree to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote shares of Preferred Stock in accordance with the recommendation of the Company, unless otherwise indicated in the Prospectus Supplement. AMENDMENT OF THE DEPOSIT AGREEMENT The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between the Company and the Depositary, provided, however, that any amendment which materially and adversely alters the rights of the existing holder of Depositary Shares will not be effective unless such amendment has been approved by the record holders of at least a majority of the Depositary Shares then outstanding. 16 CHARGES OF DEPOSITARY The Company will pay all transfer and other taxes and governmental charges that arise solely from the existence of the depositary arrangements. The Company will pay charges of the Depositary in connection with the initial deposit of the Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary Shares will pay all other transfer and other taxes and governmental charges, and, in addition, such other charges as are expressly provided in the Deposit Agreement to be for their accounts. TAXATION Owners of Depositary Shares will be treated for Federal income tax purposes as if they were owners of the Preferred Stock represented by such Depositary Shares and, accordingly, will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of such Preferred Stock. In addition, (i) 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, (ii) the tax basis of each share of Preferred Stock to an exchanging owner of Depositary Shares will, upon such exchange, be the same as the aggregate tax basis of the Depositary Shares exchanged therefor, and (iii) the holding period for shares of the Preferred Stock in the hands of an exchanging owner of Depositary Shares who held such Depositary Shares at the time of the exchange thereof for Preferred Stock will include the period during which such person owned such Depositary Shares. MISCELLANEOUS The Company, or at the option of the Company, the Depositary, will forward to the holders of Depositary Shares all reports and communications from the Company which the Company is required to furnish to the holders of the Preferred Stock. Neither the Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of the Company and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and they will not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished. They 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; TERMINATION OF THE DEPOSIT AGREEMENT The Depositary may resign at any time by delivering to the Company notice of its election to do so, and the Company may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment. Such successor Depositary will be appointed by the Company within 60 days after delivery of the notice of resignation or removal. The Deposit Agreement may be terminated at the direction of the Company or by the Depositary if a period of 90 days shall have expired after the Depositary has delivered to the Company written notice of its election to resign and a successor depositary shall not have been appointed. Upon termination of the Deposit Agreement, the Depositary will discontinue the transfer of Depositary Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement except that the Depositary will continue to deliver Preferred Stock certificates together with such dividends and distributions and the net proceeds of any sales of rights, preferences, privileges or other property in exchange for Depositary Receipts surrendered. Upon request of the Company, the Depositary shall deliver all books, records, certificates evidencing Preferred Stock, Depositary Receipts and other documents respecting the subject matter of the Deposit Agreement to the Company. 17 DESCRIPTION OF CAPITAL STOCK GENERAL The Company is authorized to issue 150,000,000 shares of Common Stock, par value $5.00 per share, and 25,000,000 shares of preferred stock, par value $5.00 per share. COMMON STOCK Holders of Common Stock are entitled to one vote for each share of Common Stock held. All outstanding shares of Common Stock are fully paid and nonassessable. Holders of Common Stock are entitled to receive such dividends as are declared by the Board of Directors out of funds legally available therefor subject to the limitations described below. In the event of liquidation, holders of the Common Stock are entitled to receive pro rata any assets distributable after payment of liabilities and the liquidation preference, if any, on any shares of Preferred Stock then outstanding. There are no conversion, preemptive or redemption rights of the Common Stock. The dividend rights and liquidation preferences relating to the preferred stock are superior to those relating to the Common Stock. The transfer agent and registrar for the Common Stock is First Chicago Trust Company of New York, New York. EXISTING PREFERRED STOCK As of the date of this Prospectus, the Company had five series of preferred stock outstanding, consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B, 477,500 shares of 9% Preferred Stock, Series C represented by 9,550,000 Depositary Shares each representing a one- twentieth interest in a share of 9% Preferred Stock, 350,000 shares of 8 7/8% Preferred Stock, Series D represented by 7,000,000 Depositary Shares each representing a one-twentieth interest in a share of 8 7/8% Preferred Stock, 1,000,000 shares of 9 7/8% Preferred Stock, Series F represented by 8,000,000 Depositary Shares each representing a one-eighth interest in a share of 9 7/8% Preferred Stock and 750,000 shares of 9% Preferred Stock, Series G represented by 6,000,000 Depositary Shares each representing a one-eighth interest in a share of 9% Series G Preferred Stock. The Adjustable Rate Preferred Stock has a liquidation preference of $50 per share, the Fixed Rate Preferred Stock has a liquidation preference of $500 per share or $25 per Depositary Share and the New Wells Fargo Preferred Stock has a liquidation preference of $200 per share or $25 per Depositary Share. Unless full cumulative dividends on the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock have been paid, the Company may not declare dividends on or make any other payment in respect of any class of stock ranking junior to the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock, including the Common Stock. Whenever the Board of Directors of the Company shall have failed to declare and pay dividends on any series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock (voting as a class with all other affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock ranking on a parity therewith either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of the Company at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on the affected series of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock or New Wells Fargo Preferred Stock have been fully paid or set apart for payment. The holders of Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock have preference and priority over holders of Common Stock in the event of liquidation for payment of the liquidation preference of the Preferred Stock, Adjustable Rate Preferred Stock, Fixed Rate Preferred Stock and New Wells Fargo Preferred Stock plus an amount equal to all accrued and unpaid dividends thereon. 18 PLAN OF DISTRIBUTION The Company may offer and sell the Offered Securities to one or more underwriters for resale by them or through agents, or to investors directly. The Prospectus Supplement with respect to each series of Offered Securities will set forth the terms of the offering of the Offered Securities, including the name or names of any underwriters or agents, the purchase price of the Offered Securities and the net proceeds to the Company from such sale, any underwriting discounts, agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price and any discounts or concessions allowed, reallowed or paid to dealers. If any underwriters are involved in the offer and sale, the Offered Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise set forth in the accompanying Prospectus Supplement, the obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Offered Securities described in such Prospectus Supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Underwriters and agents may be entitled, under agreements entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the Securities Act of 1933. Employees of the Bank may act as finders of purchasers of Offered Securities. Their activities will be limited to contacting customers and informing them of the terms of the Offered Securities offered by the Company. The Company believes that such persons are not required to be registered as brokers or dealers under Section 3(a)(4) and 3(a)(5) of the Act since they are acting as employees on behalf of a bank. LEGAL OPINIONS The legality of the Offered Securities offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, San Francisco, for the underwriters, if any, by Davis Polk & Wardwell, New York City and for the agents, if any, by Brown & Wood LLP, San Francisco. Davis Polk & Wardwell may rely on the opinion of Brobeck, Phleger & Harrison LLP as to matters of California law. Davis Polk & Wardwell represents the Company from time to time. EXPERTS The consolidated financial statements of the Company as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 incorporated by reference herein and elsewhere in the Registration Statement have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of First Interstate as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 incorporated by reference herein have been incorporated by reference herein in reliance upon the report of Ernst & Young LLP, independent auditors, incorporated by reference herein, given upon the authority of said firm as experts in accounting and auditing. 19 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Registration Fee............................................... $1,206,897 Printing and Engraving......................................... 20,000 Legal Fees..................................................... 175,000 Accounting Fees................................................ 40,000 Blue Sky and Legal Investment Fees............................. 35,000 Rating Agencies' Fees.......................................... 900,000 Trustee's Fees................................................. 40,000 Miscellaneous.................................................. 103 ---------- Total........................................................ $2,417,000 ==========
The foregoing amounts are the best estimates of the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the Delaware General Corporation Law, the Registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933. Registrant's By-Laws require Registrant to indemnify its directors, officers and employees to the full extent permitted by Delaware law against certain liabilities and expenses incurred as a result of proceedings involving such persons in their capacities as such, including proceedings under the Securities Act of 1933 or the Securities Exchange Act of 1934. The By-Laws further provide that rights conferred under such By-Laws shall not be deemed to be exclusive of any other right such persons may have or acquire under any statute, provision or any certificate of incorporation, by-law, agreement, vote of stockholders, disinterested directors or otherwise. The Restated Certificate of Incorporation of Registrant precludes, with certain exceptions, Registrant and its stockholders from recovering monetary damages from directors for business decisions found by a court to have been negligent or grossly negligent, including decisions relating to a change in control of Registrant. Reference is made to Article VI of the form of Underwriting Agreements and Section 5 of the forms of Distribution Agreement and Finder Agreement filed as exhibits hereto pursuant to which underwriters, agents or finders may under certain circumstances indemnify the directors and officers of the Registrant. Directors and officers of the Registrant may also be indemnified in certain circumstances under the terms of other underwriting agreements entered into by the Registrant in connection with prior public offerings. ITEM 16. EXHIBITS. 1(a) --Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) --Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) --Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) --Form of Distribution Agreement. Incorporated by reference to Exhibit 1(d) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(e) --Finder Agreement. Incorporated by reference to Exhibit 1(d) of the Company's Report on Form 8-K filed January 23, 1991. II-1 1(f) --Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) --Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(h) --Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) --Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) --Amendment No. 5 to Finder Agreement. Incorporated by reference to Exhibit 1(j) to Registration Statement No. 33-60573 filed on June 26, 1995 . 1(k) --Amendment No. 6 to Finder Agreement, dated August 24, 1995. 1(l) --Form of Amendment No. 7 to Finder Agreement. 4(a) --Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. 4(b) --Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) --Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) --Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) --Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) --Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(g) --Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) --Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) --Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(j) --Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) --Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) --Form of Medium-Term Fixed Rate Note. Incorporated by reference to Exhibit 4(l) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(m) --Form of Medium-Term Floating Rate Note. Incorporated by reference to Exhibit 4(m) to Registration Statement No. 33-60573 filed on June 26, 1995. II-2 4(n) --Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(o) --Certificate of Determination for 9 7/8% Preferred Stock, Series F. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on April 10, 1996. 4(p) --Certificate of Determination for 9% Preferred Stock, Series G. Incorporated by reference to Exhibit 4(b) to Form 8-K filed on April 10, 1996. 4(q) --Bylaws of the Company. Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on April 18, 1995. 4(r) --Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 4 to Registration Statement No. 33-45066 filed on January 22, 1992. 4(s) --Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(t) --Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) --Opinion of Brobeck, Phleger & Harrison LLP with respect to the validity of the Offered Securities. 12(a) --Ratio of earnings to fixed charges (consolidated). Incorporated by reference to Exhibit 12(a) to Form 10-K filed March 19, 1996 and to Exhibit 99(a) to Form 10-Q filed August 14, 1996. 12(b) --Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). Incorporated by reference to Exhibit 12(b) to Form 10-K filed March 19, 1996 and to Exhibit 99(b) to Form 10-Q filed August 14, 1996. 23(a) --Consent of KPMG Peat Marwick LLP. 23(b) --Consent of Ernst & Young LLP. 23(c) --Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5(a)). 24(a) --Power of Attorney (included on page II-5). 25(a) --Statement of Eligibility of The Chase Manhattan Bank (formerly known as Chemical Bank). 25(b) --Statement of Eligibility of Marine Midland Bank. ITEM 17. UNDERTAKINGS. 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; and (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 (i) and (ii) do not apply if the Registration is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15 of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. Notwithstanding subparagraph (ii) above, 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 II-3 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) under the Securities Act of 1933 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. (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. (4) 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. 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 provisions described under Item 15 above, 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 persons of the Registrant in the successful defense of any action, suit or proceeding and other than indemnification covered by insurance) is asserted by such director, officer or controlling persons 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. II-4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA, THIS 19TH DAY OF AUGUST, 1996. Wells Fargo & Company /s/ Rodney L. Jacobs By: _________________________________ RODNEY L. JACOBS VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS: That the undersigned officers and directors of Wells Fargo & Company, a Delaware corporation, do hereby constitute and appoint Paul Hazen, William F. Zuendt, Rodney L. Jacobs, Alan J. Pabst and any one of them, the lawful attorneys and agents or attorney and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents or any of them shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: SIGNATURE TITLE DATE /s/ Paul Hazen Chairman and Chief August 19, 1996 - ------------------------------------- Executive Officer PAUL HAZEN (Principal Executive Officer) /s/ William F. Zuendt President and August 19, 1996 - ------------------------------------- Director WILLIAM F. ZUENDT /s/ Rodney L. Jacobs Vice Chairman and August 19, 1996 - ------------------------------------- Chief Financial RODNEY L. JACOBS Officer (Principal Financial Officer) II-5 SIGNATURE TITLE DATE /s/ Frank A. Moeslein Executive Vice August 19, 1996 - ------------------------------------- President and FRANK A. MOESLEIN Controller (Principal Accounting Officer) /s/ H. Jesse Arnelle Director August 19, 1996 - ------------------------------------- H. JESSE ARNELLE /s/ Michael R. Bowlin Director August 19, 1996 - ------------------------------------- MICHAEL R. BOWLIN /s/ Rayburn S. Dezember Director August 19, 1996 - ------------------------------------- RAYBURN S. DEZEMBER /s/ Myron DuBain Director August 19, 1996 - ------------------------------------- MYRON DUBAIN /s/ Don C. Frisbee Director August 19, 1996 - ------------------------------------- DON C. FRISBEE /s/ Robert K. Jaedicke Director August 19, 1996 - ------------------------------------- ROBERT K. JAEDICKE /s/ Thomas L. Lee Director August 19, 1996 - ------------------------------------- THOMAS L. LEE /s/ Philip J. Quigley Director August 19, 1996 - ------------------------------------- PHILIP J. QUIGLEY II-6 SIGNATURE TITLE DATE /s/ Carl E. Reichardt Director August 19, 1996 - ------------------------------------- CARL E. REICHARDT /s/ Donald B. Rice Director August 19, 1996 - ------------------------------------- DONALD B. RICE /s/ Richard J. Stegemeier Director August 19, 1996 - ------------------------------------- RICHARD J. STEGEMEIER /s/ Susan G. Swenson Director August 19, 1996 - ------------------------------------- SUSAN G. SWENSON /s/ Daniel M. Tellep Director August 19, 1996 - ------------------------------------- DANIEL M. TELLEP /s/ Chang-Lin Tien Director August 19, 1996 - ------------------------------------- CHANG-LIN TIEN /s/ John A. Young Director August 19, 1996 - ------------------------------------- JOHN A. YOUNG II-7 INDEX OF EXHIBITS FOUND ON SEQUENTIALLY NUMBERED PAGE ------------- 1(a) --Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) --Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) --Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) --Form of Distribution Agreement. Incorporated by reference to Exhibit 1(d) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(e) --Finder Agreement. Incorporated by reference to Exhibit 1(d) of the Company's Report on Form 8-K filed January 23, 1991. 1(f) --Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) --Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(h) --Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) --Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) --Amendment No. 5 to Finder Agreement. Incorporated by reference to Exhibit 1(j) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(k) --Amendment No. 6 to Finder Agreement, dated August 24, 1995. 1(l) --Form of Amendment No. 7 to Finder Agreement. 4(a) --Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. 4(b) --Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) --Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) --Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) --Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) --Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985. II-8
FOUND ON SEQUENTIALLY NUMBERED PAGE ------------- 4(g) --Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) --Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) --Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(j) --Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) --Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) --Form of Medium-Term Fixed Rate Note. Incorporated by reference to Exhibit 4(l) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(m) --Form of Medium-Term Floating Rate Note. Incorporated by reference to Exhibit 4(m) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(n) --Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(o) --Certificate of Determination for 9-7/8% Preferred Stock, Series F. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on April 10, 1996. 4(p) --Certificate of Determination for 9% Preferred Stock, Series G. Incorporated by reference to Exhibit 4(b) to Form 8-K filed on April 10, 1996. 4(q) --Bylaws of the Company. Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on April 18, 1995. 4(r) --Form of Certificate of Designation for Preferred Stock. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(s) --Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33- 45066 filed on January 22, 1992. 4(t) --Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) --Opinion of Brobeck, Phleger & Harrison LLP with respect to the validity of the Offered Securities. 12(a) --Ratio of earnings to fixed charges (consolidated). Incorporated by reference to Exhibit 12(a) to Form 10-K filed March 19, 1996 and to Exhibit 99(a) to Form 10-Q filed August 14, 1996. 12(b) --Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). Incorporated by reference to Exhibit 12(b) to Form 10-K filed March 19, 1996 and to Exhibit 99(b) to Form 10-Q filed August 14, 1996. 23(a) --Consent of KPMG Peat Marwick LLP. 23(b) --Consent of Ernst & Young LLP. 23(c) --Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5(a)).
II-9 FOUND ON SEQUENTIALLY NUMBERED PAGE ------------- 24(a) --Power of Attorney (included on page II-5). 25(a) --Statement of Eligibility of The Chase Manhattan Bank (formerly known as Chemical Bank). 25(b) --Statement of Eligibility of Marine Midland Bank. II-10 EX-1.(K) 2 AMENDMENT NO. 6 TO FINDER AGREEMENT Exhibit 1(k) WELLS FARGO & COMPANY $2,335,000,000 Medium-Term Notes and Subordinated Medium-Term Notes, Series B Due from Nine Months to 12 Years from Date of Issue AMENDMENT NO. 6 TO THE FINDER AGREEMENT DATED JANUARY 23, 1991, AS AMENDED BY AMENDMENT NO. 1 DATED MARCH 14, 1991 AND AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991 AND AMENDMENT NO. 3 DATED APRIL 29, 1992 AND AMENDMENT NO. 4 DATED DECEMBER 23, 1992 AND AMENDMENT NO. 5 DATED MARCH 24, 1994 August 24, 1995 Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, California 94163 Ladies and Gentlemen: Reference is made to the Finder Agreement dated January 23, 1991 (the "Finder Agreement"), as amended by Amendment No. 1 thereto dated March 14, 1991 ("Amendment No. 1"), Amendment No. 2 thereto dated September 27, 1991 ("Amendment No. 2"), Amendment No. 3 thereto dated April 29, 1992 ("Amendment No. 3"), Amendment No. 4 thereto dated December 23, 1992 ("Amendment No. 4") and Amendment No. 5 thereto dated March 24, 1994 ("Amendment No. 5") each between Wells Fargo & Company, a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Finder"), with respect to the issuance and sale by the Company of its Medium-Term Notes described therein. The parties hereto acknowledge that (i) this Amendment No. 6 ("Amendment No. 6") shall relate only to the Company's Medium-Term Notes that are issued, or as to which offers to purchase have been accepted by the Company, on or after the date hereof; and (ii) the Company's Medium-Term Notes that have been issued and sold, or as to which offers to 1. purchase have been accepted by the Company, prior to the date hereof shall not be affected by this Amendment No. 6, but shall instead continue to be governed by the Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 or the Distribution Agreement dated August 24, 1995 between the Company and the Agents named therein, as the case may be. Terms not otherwise defined herein shall have the meanings ascribed to them in the Finder Agreement. With respect to the Medium-Term Notes issuable pursuant to this Amendment No. 6, references in the Finder Agreement to the "Agreement" shall be deemed to mean the Finder Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6 thereto, and references therein to the date of the Agreement shall be deemed to be to the date of this Amendment No. 6 thereto. Additionally, references to the Senior Trustee or Subordinated Trustee, as the case may be, shall be deemed to refer to its authenticating agent if one has been appointed. The Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, is hereby further amended by the parties thereto as follows: 1. The dollar amount in the heading is deleted and replaced with $2,335,000,000. 2. The introductory paragraph beginning on page 1 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, is deleted and replaced with the following: Wells Fargo & Company, a Delaware corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $2,335,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) aggregate principal amount of its Medium-Term Notes due from Nine Months to Twelve Years from Date of Issue (the "Notes," which term shall include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the Company's Medium-Term Notes to be issued under an Indenture dated as of September 1, 1984 between the Company and Chemical Bank as successor trustee (the "Senior Trustee"), as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental Indenture dated as of January 23, 1991 (collectively, the "Senior Indenture"). The "Subordinated Notes" are the Company's Subordinated Medium-Term Notes, Series B, to be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between the Company and Marine Midland Bank (the "Subordinated Trustee"). The Notes will have the maturities, interest rates, redemption 2. provisions, if any, and other terms as set forth in one or more supplements to the Prospectus referred to below. The Senior Indenture and the Subordinated Indenture are sometimes herein referred to together as the "Indentures" or individually as an "Indenture," and the Senior Trustee and the Subordinated Trustee are sometimes herein referred to together as the "Trustees" or individually as a "Trustee." The Company shall designate at the time of such issuance whether the Notes to be issued are Senior Notes or Subordinated Notes. The Finder Agreement supersedes the agreement dated April 21, 1986. 2. Section 1.(a) beginning on page 2 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, is deleted and replaced with the following: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") registration statements on such Form (Registration Nos. 33-51227 and 33-60573), which registration statements, as amended (if applicable), have become effective, for the registration under the Act of the Notes. Such registration statements, including the exhibits thereto, as amended at the date of this Agreement, are hereinafter called the "Registration Statements." The Registration Statements, as amended at the date of this Agreement, meet the requirements set forth in Rule 415(a)(1)(x) under the Act and comply in all other material respects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b)(3) under the Act, supplements to the prospectus and prospectus supplement relating to the Notes transmitted for filing with the Commission pursuant to Rule 424(b) under the Act which will describe certain terms of the Notes and, subject to Section 3(a), prior to any such filing will advise the Finder of all further information (financial and other) with respect to the Company to be set forth therein other than the specific terms of the Notes offered thereby. Such prospectus and prospectus supplement in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on August 24, 1995, is herein called the "Prospectus." Any reference herein to the Registration Statements or Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Act or under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this Agreement, or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statements or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement or such 3. Prospectus, as the case may be, deemed to be incorporated therein by reference. 3. The first dollar amount contained in Section 4(b)(i)(C) on page 13 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, is deleted and replaced with $2,335,000,000 and the parenthetical phrase in such Section is deleted and replaced with "(in addition to $272,250,000 aggregate principal amount of Notes previously authorized for issuance)." If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, Wells Fargo & Company By: /s/ Alan J. Pabst ---------------------------- Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Wells Fargo Bank, National Association By: /s/ Rodney L. Jacobs ------------------------- Title: By: /s/ Guy Rounsaville, Jr. -------------------------- Title: 4. EX-1.(L) 3 FORM OF AMENDMENT NO. 7 TO FINDER AGREEMENT Exhibit 1(l) WELLS FARGO & COMPANY $3,500,000,000 Medium-Term Notes and Subordinated Medium-Term Notes, Series B Due from Nine Months to 12 Years from Date of Issue AMENDMENT NO. 7 TO THE FINDER AGREEMENT DATED JANUARY 23, 1991, AS AMENDED BY AMENDMENT NO. 1 DATED MARCH 14, 1991 AND AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991 AND AMENDMENT NO. 3 DATED APRIL 29, 1992 AND AMENDMENT NO. 4 DATED DECEMBER 23, 1992 AND AMENDMENT NO. 5 DATED MARCH 24, 1994 AND AMENDMENT NO. 6 DATED AUGUST 24, 1995 ________ ___, 1996 Wells Fargo Bank, National Association 420 Montgomery Street San Francisco, California 94163 Ladies and Gentlemen: Reference is made to the Finder Agreement dated January 23, 1991 (the "Finder Agreement"), as amended by Amendment No. 1 thereto dated March 14, 1991 ("Amendment No. 1"), Amendment No. 2 thereto dated September 27, 1991 ("Amendment No. 2"), Amendment No. 3 thereto dated April 29, 1992 ("Amendment No. 3"), Amendment No. 4 thereto dated December 23, 1992 ("Amendment No. 4"), Amendment No. 5 thereto dated March 24, 1994 ("Amendment No. 5") and Amendment No. 6 thereto dated August 24, 1995 ("Amendment No. 6") each between Wells Fargo & Company, a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Finder"), with respect to the issuance 1. and sale by the Company of its Medium-Term Notes described therein. The parties hereto acknowledge that (i) this Amendment No. 7 ("Amendment No. 7") shall relate only to the Company's Medium-Term Notes that are issued, or as to which offers to purchase have been accepted by the Company, on or after the date hereof; and (ii) the Company's Medium-Term Notes that have been issued and sold, or as to which offers to purchase have been accepted by the Company, prior to the date hereof shall not be affected by this Amendment No. 7, but shall instead continue to be governed by the Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 or the Distribution Agreement dated _____ __, 1996 between the Company and the Agents named therein, as the case may be. Terms not otherwise defined herein shall have the meanings ascribed to them in the Finder Agreement. With respect to the Medium-Term Notes issuable pursuant to this Amendment No. 7, references in the Finder Agreement to the "Agreement" shall be deemed to mean the Finder Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 7 thereto, and references therein to the date of the Agreement shall be deemed to be to the date of this Amendment No. 7 thereto. Additionally, references to the Senior Trustee or Subordinated Trustee, as the case may be, shall be deemed to refer to its authenticating agent if one has been appointed. The Finder Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is hereby further amended by the parties thereto as follows: 1. The introductory paragraph beginning on page 1 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is deleted and replaced with the following: Wells Fargo & Company, a Delaware corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $3,500,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) aggregate principal amount of its Medium-Term Notes due from Nine Months to Twelve Years from Date of Issue (the "Notes," which term shall include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the Company's Medium-Term Notes to be issued under an Indenture dated as of September 1, 1984 between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank) as successor trustee (the "Senior Trustee"), as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental Indenture dated as of January 23, 1991 2. (collectively, the "Senior Indenture"). The "Subordinated Notes" are the Company's Subordinated Medium-Term Notes, Series B, to be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between the Company and Marine Midland Bank (the "Subordinated Trustee"). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in one or more supplements to the Prospectus referred to below. The Senior Indenture and the Subordinated Indenture are sometimes herein referred to together as the "Indentures" or individually as an "Indenture," and the Senior Trustee and the Subordinated Trustee are sometimes herein referred to together as the "Trustees" or individually as a "Trustee." The Company shall designate at the time of such issuance whether the Notes to be issued are Senior Notes or Subordinated Notes. The Finder Agreement supersedes the agreement dated April 21, 1986. 2. Section 1.(a) beginning on page 2 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is deleted and replaced with the following: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form (Registration No. 333-________), which registration statement, as amended (if applicable), has become effective, for the registration under the Act of the Notes. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement." The Registration Statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule. The Company proposes to file with the Commission from time to time, pursuant to Rule 424(b)(3) under the Act, supplements to the prospectus and prospectus supplement relating to the Notes transmitted for filing with the Commission pursuant to Rule 424(b) under the Act which will describe certain terms of the Notes and, subject to Section 3(a), prior to any such filing will advise the Finder of all further information (financial and other) with respect to the Company to be set forth therein other than the specific terms of the Notes offered thereby. Such prospectus and prospectus supplement in the form transmitted for filing with the Commission pursuant to Rule 424(b) under the Act on _______________, 1996, is herein called the "Prospectus." Any reference herein to the Registration Statements or Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 3. 12 of Form S-3 which were filed under the Act or under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this Agreement, or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statements or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement or such Prospectus, as the case may be, deemed to be incorporated therein by reference. 3. The first dollar amount contained in Section 4(b)(i)(C) on page 13 thereof, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is deleted and replaced with $3,500,000,000 and the parenthetical phrase in such Section is deleted. 4. References in the Procedures (as defined in Section 2(c) on page 6 thereof) to each "Agent" or to the "Agents" shall mean the Agents, individually or collectively, as the case may be. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, Wells Fargo & Company By: ______________________ Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Wells Fargo Bank, National Association By: _________________________ Title: By: __________________________ Title: 4. EX-5.(A) 4 OPINION OF BROBECK, PHLEGER & HARRISON LLP Exhibit 5(a) August 19, 1996 Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 Re: Wells Fargo & Company Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 19, 1996 -------------------------------------- Ladies and Gentlemen: In connection with the registration by you pursuant to the above referenced Registration Statement under the Securities Act of 1933, as amended, of debt securities, preferred stock and common stock (together the "Offered Securities") with an aggregate public offering price of $3,500,000,000 we advise you that, in our opinion, when the Offered Securities have been issued and sold as contemplated by the above Registration Statement and upon the receipt of the requisite consideration therefor, the Offered Securities will be valid and legally binding obligations of Wells Fargo & Company and, if applicable, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption of "Legal Opinions" therein. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23.(A) 5 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23(a) The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333- ) of Wells Fargo & Company of our report dated January 16, 1996 except as to Note 15, which is as of February 27, 1996, incorporated by reference in the Annual Report on Form 10-K of Wells Fargo & Company for the year ended December 31, 1995 and to the reference of our firm under the heading "Experts" in the prospectus. San Francisco, CA August 19, 1996 EX-23.(B) 6 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23(b) Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Wells Fargo & Company for the registration of its debt securities and Preferred Stock and to the incorporation by reference therein of our report dated January 23, 1996 with respect to the consolidated financial statements of First Interstate Bancorp incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Los Angeles, California August 19, 1996 EX-25.(A) 7 STATEMENT OF ELIGIBILITY OF CHASE MANHATTEN BANK Exhibit 25(a) ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE -------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------- ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- WELLS FARGO & COMPANY (Exact name of obligor as specified in its charter) California 13-2553920 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 444 Market Street San Francisco, California 94163 (Address of principal executive offices) (Zip Code) ------------------------------------------- Senior Debt Securities (Title of the indenture securities) ----------------------------------------------------- GENERAL Item 1.General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2.Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 13th day of August, 1996. THE CHASE MANHATTAN BANK By /s/ R. Lorenzen ------------------------------------- R. Lorenzen Senior Trust Officer - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1996, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................................... $ 3,391 Interest-bearing balances ............................ 2,075 Securities: .................. Held to maturity securities............................. 3,607 Available for sale securities........................... 29,029 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold...................... 1,264 Securities purchased under agreements to resell....... 354 Loans and lease financing receivables: Loans and leases, net of unearned income $ 73,216 Less: Allowance for loan and lease losses 1,854 Less: Allocated transfer risk reserve..... 104 -------- Loans and leases, net of unearned income, allowance, and reserve................................ 71,258 Trading Assets.......................................... 25,919 Premises and fixed assets (including capitalized leases)............................................... 1,337 Other real estate owned................................. 30 Investments in unconsolidated subsidiaries and associated companies.................................. 187 Customer's liability to this bank on acceptances outstanding........................................... 1,082 Intangible assets....................................... 419 Other assets............................................ 7,406 -------- TOTAL ASSETS............................................ $147,358 ========
-4- LIABILITIES
Deposits In domestic offices................................... $ 45,786 Noninterest-bearing............................$14,972 Interest-bearing............................... 30,814 ------ In foreign offices, Edge and Agreement subsidiaries, and IBF's............................................. 36,550 Noninterest-bearing ............................$ 202 Interest-bearing................................36,348 ------ Federal funds purchased and securities sold under agree- ments to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased.............................. 11,412 Securities sold under agreements to repurchase....... 2,444 Demand notes issued to the U.S. Treasury............... 699 Trading liabilities.................................... 19,998 Other Borrowed money: With a remaining maturity of one year or less........ 11,305 With a remaining maturity of more than one year...... 130 Mortgage indebtedness and obligations under capitalized leases............................................... 13 Bank's liability on acceptances executed and outstanding 1,089 Subordinated notes and debentures...................... 3,411 Other liabilities...................................... 6,778 TOTAL LIABILITIES...................................... 139,615 -------- EQUITY CAPITAL Common stock........................................... 620 Surplus................................................ 4,664 Undivided profits and capital reserves................. 3,058 Net unrealized holding gains (Losses) on available-for-sale securities....................... (607) Cumulative foreign currency translation adjustments.... 8 TOTAL EQUITY CAPITAL................................... 7,743 -------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL............................. $147,358 ========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS THOMAS G. LABRECQUE ) -5- EX-25.(B) 8 STATEMENT OF ELIGIBILITY OF MARINE MIDLAND BANK Exhibit 25(b) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ----------- Marine Midland Bank (Exact name of trustee as specified in its charter) New York 16-1057879 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 140 Broadway, New York, N.Y. 10005-1180 (212) 658-1000 (Zip Code) (Address of principal executive offices) Eric Parets Senior Vice President 140 Broadway New York, New York 10005-1180 Tel: (212) 658-6560 (Name, address and telephone number of agent for service) Wells Fargo & Company (Exact name of obligor as specified in its charter) Delaware 13-2553920 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 420 Montgomery Street San Francisco, California 10017 (415) 477-1000 (Zip Code) (Address of principal executive offices) Debt Securities (Title of Indenture Securities) General Item 1. General Information. -------------------- Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. -------------------------- If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 16. List of Exhibits. -----------------
Exhibit - ------- T1A(i) * - Copy of the Organization Certificate of Marine Midland Bank. T1A(ii) * - Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of Marine Midland Bank to commence business. T1A(iii) - Not applicable. T1A(iv) * - Copy of the existing By-Laws of Marine Midland Bank as adopted on January 20, 1994. T1A(v) - Not applicable. T1A(vi) * - Consent of Marine Midland Bank required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) - Copy of the latest report of condition of the trustee (March 31, 1996), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) - Not applicable. T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Marine Midland Bank, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 1st day of August 1996. MARINE MIDLAND BANK By: /s/ Richard G. Pittius ------------------------------------ Richard G. Pittius Vice President Exhibit T1A (vii) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31, 1999 Federal Financial Institutions Examination Council ================================================================================ 1 This financial information has not been reviewed, or confirmed for accuracy or relevance, by the Federal Reserve System. Please refer to page 1, Table of Contents, for the required disclosure of estimated burden. - -------------------------------------------------------------------------------- Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices--FFIEC 031 Report at the close of business March 31, 1996 This report is required by law; 12 U.S.C. (S)324 (State member banks); 12 U.S.C. (S) 1817 (State nonmember banks); and 12 U.S.C. (S)161 (National banks). (950630) ------------- (RCRI 9999) This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. - -------------------------------------------------------------------------------- NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks. I, Gerald A. Ronning, Executive VP & Controller -------------------------------------------- Name and Title of Officer Authorized to Sign Report of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe. /s/ Gerald A. Ronning ---------------------------------------- Signature of Officer Authorized to Sign Report 4/25/96 - ----------------------------------- Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. NOTE: These instructions may in some cases differ from generally accepted accounting principles. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ Henry J. Nowak - ---------------------------------------- Director (Trustee) /s/ Bernard J. Kennedy - ---------------------------------------- Director (Trustee) /s/ James H. Cleave - ---------------------------------------- Director (Trustee) - -------------------------------------------------------------------------------- For Banks Submitting Hard Copy Report Forms: State Member Bank: Return the original and one copy to the appropriate Federal Reserve District Bank. State Nonmember Banks: Return the original only in the special return address envelope provided. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. National Banks: Return the original only in the special return address envelope provided. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. - -------------------------------------------------------------------------------- FDIC Certificate Number 0 0 5 8 9 ------------- (RCRI 9030) NOTICE This form is intended to assist institutions with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the Marine Midland Bank of Buffalo Name of Bank City in the state of New York, at the close of business March 31, 1996 ASSETS
Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances currency and coin......................... $ 1,344,915 Interest-bearing balances................. 1,536,664 Held-to-maturity securities............... 0 Available-for-sale securities............. 3,338,156 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold........................ 439,200 Securities purchased under agreements to resell...................... 323,578 Loans and lease financing receivables: Loans and leases net of unearned income.................................... 13,404,283 LESS: Allowance for loan and lease losses.................................... 470,421 LESS: Allocated transfer risk reserve 0 Loans and lease, net of unearned income, allowance, and reserve............ 12,933,862 Trading assets............................ 818,882 Premises and fixed assets (including capitalized leases)....................... 177,937 Other real estate owned...................... 4,004 Investments in unconsolidated subsidiaries and associated companies........ 0 Customers' liability to this bank on acceptances outstanding...................... 24,688 Intangible assets............................ 60,829 Other assets................................. 436,079 Total assets................................. 21,438,794
LIABILITIES Deposits: In domestic offices....................... 13,972,231 Noninterest-bearing....................... 3,227,485 Interest-bearing.......................... 10,744,746 In foreign offices, Edge, and Agreement subsidiaries, and IBFs....................... 2,915,229 Noninterest-bearing....................... 0 Interest-bearing.......................... 2,915,229 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased................... 759,940 Securities sold under agreements to repurchase................................ 809,703 Demand notes issued to the U.S. Treasury 111,294 Trading Liabilities.......................... 323,875 Other borrowed money: With original maturity of one year or less................................... 83,438 With original maturity of more than one year.................................. 0 Mortgage indebtedness and obligations under capitalized leases..................... 34,696 Bank's liability on acceptances executed and outstanding..................... 24,688 Subordinated notes and debentures............ 225,000 Other liabilities............................ 467,094 Total liabilities............................ 19,727,188 Limited-life preferred stock and related surplus.............................. 0 EQUITY CAPITAL Perpetual preferred stock and related surplus...................................... 0 Common Stock................................. 185,000 Surplus...................................... 1,633,098 Undivided profits and capital reserves....... (115,039) Net unrealized holding gains (losses) on available-for-sale securities............. 8,547 Cumulative foreign currency translation adjustments.................................. 0 Total equity capital......................... 1,711,606 Total liabilities, limited-life preferred stock, and equity capital.......... 21,438,794
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