-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RvYHenGilet7YD21BOOaGESIB4O+yADxxM8YC0H9K+DryPnwLs9EoN0C4Lkdtp/m A7zjnvO/3HNUibhrEme5GQ== 0000912057-95-004754.txt : 19950623 0000912057-95-004754.hdr.sgml : 19950623 ACCESSION NUMBER: 0000912057-95-004754 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950621 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950622 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06214 FILM NUMBER: 95548447 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 21, 1995 WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6214 No. 13-2553920 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 420 Montgomery Street, San Francisco, California 94163 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 477-1000 Not applicable (Former name or former address, if changed since last report) Item 5: OTHER EVENTS Attached hereto as Exhibit 99 is a Press Release announcing a signed definitive agreement in which Wells Fargo & Company and Nikko Securities Co., Ltd. will sell their joint venture interest in Wells Fargo Nikko Investment Advisors to Barclays Bank PLC of England. Item 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99 Copy of the Press Release announcing the events described in Item 5 of this Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 21, 1995. WELLS FARGO & COMPANY By: /S/ RODNEY L. JACOBS --------------------------- Rodney L. Jacobs Vice Chairman and Chief Financial Officer EX-99 2 EXHIBIT 99 FOR IMMEDIATE RELEASE Wed. June 21, 1995 WELLS FARGO AND NIKKO SELL WFNIA TO BARCLAYS PLC Wells Fargo & Co. and The Nikko Securities Co., Ltd. today announced that they have signed a definitive agreement to sell their joint venture interest in Wells Fargo Nikko Investment Advisors (WFNIA) to Barclays PLC of the U.K. The sale, which is subject to the approval of appropriate regulatory authorities, is expected to close in the fourth quarter of 1995. Under terms of the sale, Wells Fargo and Nikko will receive a total of about $440 million. Barclays' purchase includes all of WFNIA's businesses, which encompass institutional investment management for defined benefit and defined contribution plans, and capital markets services. As part of the sale, Barclays will also acquire Wells Fargo Bank's MasterWorks division. MasterWorks will merge its operation with WFNIA's defined contribution group, finalizing a consolidation of those two groups that had been underway prior to this sale. MasterWorks is an integrated, full-service 401(k) management program for defined contribution plans that Wells Fargo has offered since 1989. "Barclays is one of the foremost providers of financial services in the world and we cannot think of a better fit for WFNIA and its clients," said Paul Hazen, chairman of Wells Fargo. "Our company will now be a big client of the new organization through our defined contribution plan, and we will continue to promote and sell the various mutual funds we have developed over the past few years with WFNIA. We envision a long, productive relationship," noted Hazen. -more- 2/WFNIA SALE Nikko intends to retain a 50 percent joint venture ownership with Barclays in Japan. Kichiro Takao, president of Nikko, added, "We look forward to continuing our successful joint venture in Japan, and to welcoming Barclays as a strong, committed partner." Barclays will combine WFNIA with the quantitative group of BZW Asset Management (BZWAM), its international asset management arm, to form a separate combined business. BZWAM is the largest quantitative fund manager in Europe, with approximately $32 billion of quantitative funds under management, as of Mar. 31, 1995. BZW is the investment banking arm of Barclays and offers a full range of investment banking, capital markets and asset management services. "The complementary expertise and technology of the merged businesses will enable us to address the worldwide growth opportunity in quantitative fund management," said Fred Grauer, chairman of WFNIA. "Our team eagerly looks forward to joining BZWAM." The combined quantitative business will manage approximately $205 billion in assets, as of Mar. 31, 1995, of which an estimated 70 percent will be invested in the U.S. and about 30 percent will be invested outside the U.S. It will be the largest global manager of both U.S. and non-U.S. quantitative assets. "Asset management is a high quality business in terms of earnings sustainability and growth potential," said Martin Taylor, chief executive of Barclays PLC. "This is an area of considerable strategic interest to us as a group, in respect of future product capabilities. WFNIA itself is a world leader in its field: an advanced, technology driven business with strong management. It is an excellent product and geographical fit." Barclays is the second largest bank in the U.K. by market capitalization, with $259 billion in assets. It has 3,000 offices in over 70 countries, with commercial, retail and investment banking activities as well as custody, asset management, capital markets and trading businesses. Barclays provides custody services across 66 markets worldwide, managing institutional and private assets for clients from its own proprietary custody centers in 26 countries and the remainder through its sub-custody relationships. 3/WFNIA SALE WFNIA, which pioneered indexed and quantitative investing, is the largest U.S. pension investment manager, with approximately $171 billion in assets under management as of Mar. 31, 1995. It has more than 500 employees around the world, with offices in San Francisco, London, Tokyo and Toronto. It currently offers more than 190 globally diversified funds. MasterWorks provides companies with a full range of investment, administration and professional plan services in a single package. MasterWorks will provide another $2 billion in assets under management to the newly formed company. From this sale, Wells Fargo expects to realize an after-tax gain of approximately $100 million. This transaction is subject to a number of closing contingencies that may affect both the total proceeds and the gain. The impact to Wells Fargo's income after tax in 1994 from WFNIA and MasterWorks was approximately $10 million. ### -----END PRIVACY-ENHANCED MESSAGE-----