-----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, Q+7qJpQN1FUOv4SgWQz8B9B/CmJtp1fPaMOchIc7FRpatysLu1g3nAhNWcCWbc+A E6kSWcJWqU52JZQSGW0nOA== 0000950149-96-000415.txt : 19960423 0000950149-96-000415.hdr.sgml : 19960423 ACCESSION NUMBER: 0000950149-96-000415 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960422 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-47434 FILM NUMBER: 96549326 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 424B5 1 PROSPECTUS DATED APRIL 19, 1996 1 Filed pursuant to rule 424b5 Registation Statement No. 33-47434 LOGO 4,075,689 SHARES COMMON STOCK ($5 PAR VALUE) DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE AND SHARE CUSTODY PLAN ---------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------------------- THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. ---------------------------------- THE DATE OF THIS PROSPECTUS IS APRIL 19, 1996 ---------------------------------- 2 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission. Proxy statements, reports and other information concerning the Company can be inspected at public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048) and Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois 60611-2511), 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., Washington, D.C. 20549, at prescribed rates. 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 documents: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; and (ii) the Company's Current Reports on Form 8-K filed on January 16, January 24, January 31, February 29, April 1, April 4, April 10 and April 16, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock 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 94104, (415) 396-0560. The executive offices of the Company are located at 420 Montgomery Street, San Francisco, California 94104, (415) 477-1000. 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 3 LOGO April 19, 1996 Dear Shareholder: I am pleased to send you this Prospectus describing our amended Dividend Reinvestment and Common Stock Purchase and Share Custody Plan. This Plan offers you a convenient opportunity to purchase additional shares of Wells Fargo Common Stock. Here are some highlights of the new Plan, effective May 20, 1996: -- You can purchase additional Wells Fargo Common Stock by reinvesting dividends on all or any number of your shares. Dividends will no longer be reinvested at a discount. -- You may also make optional cash payments of between $150 and $2,000 per month to purchase Wells Fargo Common Stock. This maximum amount will not be waived. -- You will pay no service charges or brokerage commissions for purchases made under the Plan. -- Shares may be held in custody under the Plan, even without the reinvestment of dividends if desired. -- Holders of shares in broker or nominee name may participate in the Plan. -- Your recordkeeping is simplified since you will receive periodic statements from the Plan Administrator, and you will avoid the need for safekeeping certificates for shares held for your account under the Plan. -- Your investment will build upon itself. Dividends that are reinvested will purchase additional shares, which should in turn generate additional dividend income. While I have outlined the highlights of the Plan, the following pages of the Prospectus give complete details in simple question-and-answer form. I urge you to read the Prospectus carefully since it should answer most questions you may have about the Plan. Any further questions should be directed to the Plan Administrator, First Chicago Trust Company of New York, Wells Fargo & Company Dividend Reinvestment Plan, P.O. Box 2598, Jersey City, New Jersey 07303-2598, (800) 756-8200, TDD: (201) 222-4955. On the Internet, the Plan Administrator may be reached at http://www.fctc.com. Please mention the Plan in your correspondence. If you are not currently enrolled in the Plan and you wish to join, simply obtain an Enrollment Authorization Form from the Plan Administrator. If you are currently enrolled, you will continue in the Plan without any further action on your part. Please retain this Prospectus for future reference. Sincerely, PAUL HAZEN Chairman 420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94104 3 4 DIVIDENDS The following table sets forth, for the periods indicated, dividends declared per share of Common Stock. 1991.............................. $3.50 1992.............................. $1.50 1993.............................. $2.25 1994.............................. $4.00 1995.............................. $4.60 1996 First Quarter................... $1.30 Second Quarter.................. $1.30
No dividend was declared in the fourth quarter of 1992 because of a change in the Company's dividend declaration schedule. See Question 5 for the current schedule. The Company or its predecessor, Wells Fargo Bank, has paid cash dividends to shareholders in every year consecutively since 1936. Future dividends will be declared by the Board of Directors in light of the earnings and financial condition of the Company and other relevant factors. The Plan does not represent a change in the Company's dividend policy or a guarantee of future dividends. PRICE RANGE OF COMMON STOCK The Common Stock is listed on the New York, Pacific, London and Frankfurt Stock Exchanges. The following table sets forth, for the periods indicated, the high and low closing prices per share of the Common Stock as reported on the New York Stock Exchange Consolidated Transaction Reporting System.
HIGH LOW ----- ----- 1992................. $86 3/8 $ 59 1993................. $ 133 $75 1/2 1994 First Quarter...... $147 1/2 $127 5/8 Second Quarter..... $159 1/2 $136 5/8 HIGH LOW ----- ----- 1994 Third Quarter...... $160 3/8 $145 1/8 Fourth Quarter..... $149 5/8 $ 141 1995 First Quarter...... $160 5/8 $143 3/8 Second Quarter..... $185 7/8 $ 157 Third Quarter...... $ 189 $177 3/4 Fourth Quarter..... $ 229 $ 190 1996 First Quarter...... $261 1/4 $203 1/8 Second Quarter (through April 18)............. $264 1/2 $ 245
4 5 DESCRIPTION OF THE PLAN The following, in question-and-answer form, are the provisions of the Plan. Those holders of the Company's Common Stock who do not participate in the Plan will receive cash dividends, as declared, as usual. PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide holders of the Company's Common Stock with a simple and convenient way to invest cash dividends on all or any part of their shares. The Plan also enables participants to make optional cash payments of between $150 and $2,000 per month for investment in Common Stock. Both types of investment are made without payment of any brokerage commission or service charge. The Plan may also be used to maintain a custody account, with or without the reinvestment of dividends. See Question 23. To the extent that shares of Common Stock issued under the Plan are purchased directly from the Company, the Company will receive additional funds for general corporate purposes, including investments in, or extensions of credit to, the Company's subsidiaries. ADVANTAGES 2. What are the advantages of the Plan? Participants in the Plan may: (a) Automatically reinvest all, a portion or none of the cash dividends on their Common Stock in additional shares of Common Stock. (b) Make optional cash payments of between $150 and $2,000 per month to purchase additional shares of Common Stock. (c) Have dividends or optional payments reinvested in Common Stock without any charges for brokerage commissions or recordkeeping. (d) Obtain full investment of funds, as the Plan provides for fractional shares to be credited to participants' accounts. (e) Avoid cumbersome safekeeping requirements and record-keeping costs through the free custodial service and reporting provisions of the Plan, also available at no charge for certificates registered in your name and held outside the Plan. PARTICIPATION 3. Who is eligible to participate? Registered holders with addresses in the United States are eligible to participate in the Plan. Beneficial owners whose shares are held of record by a holder with an address in the United States are also eligible to participate in the Plan. You are a registered holder if your shares are registered in your name on the stock transfer books of the Company. You are a beneficial owner if your shares are registered in some other name, like that of a bank, broker or other nominee. While a registered holder may participate in the Plan directly, a beneficial owner must either become a registered holder, by having shares transferred into his or her own name, or must make arrangements with his or her broker, bank or other nominee to participate in the Plan on his or her behalf. 5 6 You will not be eligible to participate in the Plan if you reside in a jurisdiction in which it is unlawful for the Company to permit your participation. Your right to participate in the Plan is not transferable apart from a transfer of your underlying Common Stock to another person. 4. How does an eligible shareholder participate? A registered holder of Common Stock not already enrolled in the Plan may join by signing an Enrollment Authorization Form and returning it to First Chicago Trust Company of New York, which is acting as the Plan Administrator. Enrollment Authorization Forms may be obtained at any time by written or telephone request to the Plan Administrator at the address or telephone number given in Question 36. If a participant's shares are registered in more than one name or a representative capacity is indicated (e.g., joint tenants, trustees, etc.), all registered holders must sign the Enrollment Authorization Form exactly as their names appear on the account registration. Beneficial owners whose shares are held at a securities depository and who wish to participate in the Plan must instruct their broker, bank or other nominee to make arrangements with the depository to permit such beneficial owners to participate in the Plan. All other beneficial owners must instruct their nominees to complete a Broker and Nominee Authorization Form (a "B & N Form") and return it to the Plan Administrator. In either case, the Plan Administrator must receive a B & N Form or instructions from a securities depository on behalf of a beneficial owner each time such beneficial owner wishes to reinvest a quarterly dividend or make an optional cash payment. B & N Forms will be furnished at any time upon request to the Plan Administrator at the address or telephone number specified in Question 36. See Question 13 for information regarding optional cash payments by beneficial owners. Current participants in the Plan who own shares of Common Stock and who wish to continue the reinvestment of the cash dividends on such Common Stock or who wish to make optional cash payments do not need to complete and return a new Enrollment Authorization Form. 5. When may I join the Plan? An eligible shareholder may join the Plan at any time. If an Enrollment Authorization Form specifying reinvestment of dividends is received by the Plan Administrator on or before the record date established for a particular dividend, reinvestment will commence with that dividend. Dividend payment dates for the Common Stock and the related record dates are typically as follows:
APPROXIMATE APPROXIMATE DIVIDEND RECORD DATE PAYMENT DATE - --------------------------- ------------- January 31................. February 20 April 30................... May 20 July 31.................... August 20 October 31................. November 20
If the Enrollment Authorization Form is received after the record date established for a particular dividend, then the reinvestment of dividends will not begin until the dividend payment date following the next record date. See 6 7 Question 16 for information concerning the timing of optional cash payments. 6. What does the Enrollment Authorization Form provide? The Enrollment Authorization Form provides for the purchase of additional shares of Common Stock through the following investment choices: (a) Full Dividend Reinvestment directs the Company to invest in accordance with the Plan all of your cash dividends on all of the shares then or subsequently registered in your name, and also permits you to make optional cash payments for the purchase of additional shares in accordance with the Plan. Dividends paid on shares accumulated by you under the Plan and held in your Plan account will also be fully reinvested. (b) Partial Dividend Reinvestment directs the Company to invest in accordance with the Plan the cash dividends on only that number of shares registered in your name outside the Plan which you indicate on the Enrollment Authorization Form. This choice also permits you to make optional cash payments for the purchase of additional shares in accordance with the Plan. Dividends paid on shares in your Plan account will be fully reinvested. (c) Optional Cash Purchase Only permits you to make optional cash payments for the purchase of additional shares at the time or times selected by you, or not at all if you wish, in accordance with the Plan. Dividends on shares registered in your name outside the Plan as well as shares held in your Plan account will be paid to you in cash and not automatically reinvested. Only under investment options (a) and (b) will dividends paid on shares held in your Plan account continue to be automatically reinvested so long as you participate in the Plan. Once in the Plan, a participant will continue with the investment option most recently selected until a new Enrollment Authorization Form is submitted or until participation in the Plan is terminated. See Question 24 for more information about terminating participation. 7. How may I change my dividend reinvestment option under the Plan? As a participant, you may change your investment option at any time by requesting a new Enrollment Authorization Form and returning it to the Plan Administrator at the address given in Question 36. COSTS 8. Are there any expenses to participants in connection with the Plan? Participants will incur no brokerage commissions or service charges for purchases made under the Plan. All costs of record-keeping, reporting, custody and administration of the Plan will be paid by the Company. There is no charge for the issuance of a certificate for Common Stock purchased under the Plan. See Question 21 for more information on obtaining a certificate for shares held in your Plan account. You will pay a brokerage commission and service fee, however, if you request that shares held in your Plan account be sold. 7 8 TIME AND MANNER OF PLAN PURCHASES 9. When will shares be purchased under the Plan? Dividends and optional cash payments will be reinvested or invested, as the case may be, on the "Investment Date," which will be the dividend payment date during a month in which a dividend is paid (see Question 5), and in any other month the Investment Date will be the twentieth day of such month. No interest will be paid on funds held by the Plan Administrator pending reinvestment or investment. 10. At what price will shares of Common Stock be purchased under the Plan? Shares of Common Stock acquired directly from the Company with reinvested dividends or with optional cash payments will be purchased at the average of the high and low sales prices of the Common Stock in New York Stock Exchange consolidated trading on the Investment Date if the Investment Date is a Trading Day. If the Investment Date is not a Trading Day, the purchase price will be the average of the high and low sales prices of the Common Stock in New York Stock Exchange consolidated trading on the next succeeding Trading Day. A "Trading Day" means a day on which the New York Stock Exchange is open and for which trades in the Common Stock are reported. In the event that the Company is not at the time making newly issued shares available under the Plan, shares for the Plan will be purchased on the open market. The price of Common Stock purchased on the open market with either reinvested dividends or optional cash payments will be the weighted average of the purchase price(s) of the Common Stock purchased for the Plan. If shares are acquired through a combination of purchases directly from the Company and on the open market, the price will be a weighted average depending on how the shares are acquired. 11. How are shares acquired under the Plan? The Plan Administrator will apply any dividends and any optional cash payments timely received to the purchase of Common Stock pursuant to the Plan on the applicable Investment Date, except when prohibited under any applicable federal or state securities laws. For the purpose of making purchases, the Plan Administrator will commingle the funds of the participants. Common Stock acquired under the Plan will be newly issued shares or shares purchased in the open market. If the Company is not then making newly issued shares of Common Stock available for purchase under the Plan, the Plan Administrator, as agent for participants, will purchase shares in the open market. If the Company is making newly issued shares available in limited quantities only, shares will be acquired through a combination of open market purchases and direct purchases from the Company. Purchases of shares of Common Stock in the open market may be made on any securities exchange where the shares are traded, in the over-the-counter market or in negotiated transactions. The Plan Administrator will acquire shares of Common Stock with cash dividends promptly after their receipt and will acquire 8 9 shares with optional cash payments as elsewhere described. The entire amount of the dividends being reinvested will be used to purchase additional shares, except in the case of participants subject to backup withholding, as described in Question 30. In the event that the number of shares of Common Stock purchased for the account of any participant is not a whole number of shares, the participant's account will be credited with the number of whole shares and fractional shares computed to three decimal places. OPTIONAL CASH PAYMENTS 12. How do I make optional cash payments? Each month the Plan Administrator will apply any optional cash payment in good funds timely received from a participant to the purchase of Common Stock for the account of the participant on the following Investment Date. The "Investment Date" will be the dividend payment date during a month in which a dividend is paid (see Question 5), and in any other month the Investment Date will be the twentieth day of such month. Optional cash payments are limited to a minimum of $150 and a maximum of $2,000 each month per participant. These limits will not be waived. See Question 16 regarding the key dates for optional cash payments and the timely receipt of such payments. All registered holders of the Company's Common Stock with an address in the United States who have submitted a signed Enrollment Authorization Form are eligible to make optional cash payments at any time. A beneficial owner whose shares are held in the name of a broker, bank, nominee or securities depository in the United States must follow the procedure discussed in Question 13. Eligible registered holders may make optional cash payments by mailing to the Plan Administrator, at the address specified in Question 36, a check or money order payable to "First Chicago-Wells Fargo," accompanied by either a completed and signed Enrollment Authorization Form or the tear-off portion, properly completed and signed, of a Plan account statement. 13. How do I make optional cash payments if my shares are held in the name of a broker, bank or other nominee? In the event you are not a registered holder and your broker, bank or other nominee holds your shares in its name or in the name of a securities depository, optional cash payments must be made through your broker, bank or other nominee. A nominee who is a member of a securities depository must make arrangements with the depository to transmit optional cash payments on your behalf. Nominees may make optional cash payments using the Broker and Nominee Authorization Form (the "B & N Form"). A separate B & N Form must be delivered each time that a broker, bank or other nominee wishes to transmit an optional cash payment on behalf of a beneficial owner. B & N Forms will be furnished at any time upon request to the Plan Administrator at the address or telephone number specified in Question 36. 9 10 14. Are there maximum or minimum limits on the amount I can invest using optional cash payments? For any month, your optional cash payments are subject to a minimum limit of $150 and a maximum limit of $2,000. While the Company reserves the right to change these limits, any limits once established will not be waived. Optional cash payments of less than $150 and that portion of any optional cash payment which exceeds the allowable monthly maximum amount will be returned to the participant without interest. 15. What if I have more than one account? For the purpose of these limitations, in the Company's discretion all optional cash payments for holders with more than one account using the same Social Security or Taxpayer Identification Number may be aggregated. For holders unable to supply a Social Security or Taxpayer Identification Number, the holder's participation may, in the Company's discretion, be limited to only one Plan account. Also for the purpose of these limitations, all Plan accounts which the Company, in its sole judgment, believes to be under common control or management or to have common ultimate beneficial ownership will be aggregated. If the Company determines that such accounts will be aggregated, unless the Company has also determined that individual investments of optional cash payments for such accounts would be consistent with the purposes of the Plan, the Company will have the right to return within 30 days of receipt any amount in excess of $2,000 per month received in respect of such accounts. 16. What are the important dates to remember for optional cash payments? Optional cash payments received prior to the Investment Date in any month will be invested on or as of that Investment Date. In the case of optional cash payments made for investment in a month when dividends are paid, the Investment Date is the dividend payment date. See Question 5 for approximate dividend payment dates. With respect to optional cash payments made for investment in a month when dividends are not paid, the Investment Date is the twentieth day of the month. No interest will be paid by the Company or the Plan Administrator on optional cash payments held pending investment. Therefore, although optional cash payments may be made at any time, it is advisable to send them shortly before an Investment Date. In order for optional cash payments to be invested on the next Investment Date, in addition to the timely receipt of good funds, the Plan Administrator must have received an Enrollment Authorization Form and, if required, a B & N Form. See Question 13 for the use of B & N Forms. 17. Under what circumstances will optional cash payments be returned? Optional cash payments which are received by the Plan Administrator on or after an Investment Date will be applied to purchase Common Stock on the Investment Date in the following month. Such payments will be returned to a participant, however, upon written request by such participant received by the Plan Administrator at least 48 hours before the applicable Investment Date. 10 11 Optional cash payments of less than $150 and that portion of any optional cash payment which exceeds the allowable monthly maximum amount will be returned to the participant without interest. ADMINISTRATION 18.Who administers the Plan for participants? First Chicago Trust Company of New York, as Plan Administrator, administers the Plan for participants, keeps records, sends statements of account to participants and performs other duties relating to the Plan. If newly issued shares of Common Stock are not available, the Plan Administrator, as agent, will purchase shares in the open market or otherwise for the account of the Plan. Shares of Common Stock purchased under the Plan will be registered in the name of the Plan Administrator (or its nominee), as agent, and credited to the respective accounts maintained in the names of the participants or their nominees. REPORTS TO PARTICIPANTS 19. What kind of reports will Plan participants receive? As soon as practicable after each Investment Date which is a dividend payment date, participants who are record holders will receive a cumulative quarterly statement showing the effective purchase price and the number of shares most recently acquired, comparable information for all previous transactions for the year and the current balance of shares held in the Participant's Plan account. Brokers, banks and other nominees who are participating on behalf of beneficial owners but who do not belong to a securities depository will also receive such reports. These statements reflect a record holder's cost for the purchase of shares under the Plan and should be retained for tax purposes. The stubs of these statements may also be used to request certificates for shares held by a record holder under the Plan. Since beneficial owners using B & N Forms will receive only whole shares, no accounts will be maintained for them and they will receive no account statements. Participants who make optional cash payments which are invested on Investment Dates other than dividend payment dates will receive an advice of transaction showing the effective purchase price, the number of shares acquired on that date only and the participant's current share balance. Cumulative quarterly statements will summarize all transactions for the year, including all purchases made with optional cash payments, and give the participant's current share balance. Annually, the total amount of dividends considered paid to a participant who is a record holder, including amounts reinvested, and the cash proceeds from the sale of shares will be reported to such participant, to the Internal Revenue Service and, if required, to state taxation authorities. Such reports will also be sent to brokers, banks and other nominees who are participating in the Plan on behalf of beneficial owners but who do not belong to a securities depository. As shareholders, participants will also receive copies of the Company's annual reports to shareholders and proxy statements. 11 12 PARTICIPANTS' ACCOUNTS 20. How will I be credited with dividends and how are shares added to my Plan account? The Plan Administrator maintains a separate account for each participant in the Plan. As the record holder for the shares purchased under the Plan and held in those accounts, the Plan Administrator will receive dividends on all Plan shares held on the dividend record date. The Plan Administrator will credit such dividends to Plan accounts on the basis of whole and fractional shares held in such accounts and, to the extent authorized to do so, will automatically reinvest such dividends in additional shares of Common Stock. All funds so authorized are invested, and any resulting fractional shares are computed to three decimal places. Participants who make the "Optional Cash Purchase Only" investment election will receive cash dividends on the shares held in their Plan accounts. CERTIFICATES FOR SHARES PURCHASED UNDER PLAN 21. Will certificates be issued for shares of Common Stock I purchase under the Plan? Except as stated below, the Company will not issue certificates for shares of Common Stock purchased under the Plan unless requested to do so. Your shares will be held for your account in the name of the Plan Administrator or its nominee. The number of shares held under the Plan will be shown on the statement of account of each record holder. This feature protects against loss, theft or destruction of stock certificates. Certificates for any number of whole shares held for you under the Plan will be issued to you upon written request. This request should be sent to the Plan Administrator at the address given in Question 36. A participant who is a record holder may also receive a certificate for any or all whole shares held in his or her Plan account by appropriately completing the stub of a Plan account statement and returning it to First Chicago Trust Company of New York at the above address. In no case will certificates for fractional shares be issued. Instead, fractional shares will be paid in cash. Whole shares purchased through a broker, bank or other nominee by means of a B & N Form, whether using reinvested dividends or optional cash payments, will be issued in the form of certificates. Cash not used to purchase whole shares will be refunded. Dividends on shares for which certificates are issued will continue to be paid in cash or reinvested, in accordance with your most recent Enrollment Authorization Form or a timely B & N Form, as the case may be. 22. If I request share certificates for Common Stock purchased under the Plan, how will they be registered? Accounts under the Plan will be maintained in the names in which certificates of the participants were registered at the time they entered the Plan. Therefore, certificates for whole shares purchased through the Plan will be registered in a name corresponding to the name of the account from which they are issued. Should you want your shares registered and issued in a different name or should you want to change the name in which your account is maintained, you must so indicate in a written request. In such event, you will have to comply with any applicable transfer requirements. 12 13 PUTTING ADDITIONAL CERTIFICATES IN CUSTODY 23. Will the Plan Administrator take custody of certificates for Common Stock held by me outside the Plan? If you are a record holder, you may add certificates for Common Stock you hold outside the Plan to the shares held in custody in your Plan account at no charge. You may do so by sending share certificates to the Plan Administrator at the address given in Question 36. Because you bear the risk of loss in sending stock certificates to the Plan Administrator, it is recommended that certificates be sent by registered mail, return receipt requested, and properly insured. Certificates should not be endorsed. Dividends on additional shares placed in custody will be automatically reinvested or not, to the extent directed by you in your most recent Enrollment Authorization Form. See Question 6 for a discussion of the investment options available under the Plan. TERMINATION OF DIVIDEND REINVESTMENT 24. How may I terminate my participation in the Plan? A registered shareholder wishing to terminate participation in the Plan should submit a written request clearly indicating his or her intention to receive a certificate for all remaining shares held under the Plan and to terminate the reinvestment of dividends on all other shares owned by the participant. Such termination would also preclude any further optional cash investments. A request to terminate all interest in the Plan should be sent to the Plan Administrator at the address given in Question 36. A participant who is a record holder may also terminate all interest in the Plan by appropriately completing the stub of his or her Plan account statement and returning it to the Plan Administrator at the address given in Question 36. Unless the Plan Administrator is requested to sell the shares (as explained in Question 26), certificates for whole shares, together with a cash payment for any fractional share, will be mailed directly to the terminating participant by the Plan Administrator. If the registered shareholder's request to terminate is received by the Plan Administrator on or after the record date for a dividend payment, the Plan Administrator, in its sole discretion, may either pay such dividend in cash or reinvest it in Common Stock in accordance with the participant's most recent Enrollment Authorization Form. If such dividend is reinvested, the Plan Administrator may sell the shares purchased and remit the proceeds to the terminating participant, less a fee of $15 plus the participant's proportionate share of brokerage commissions and any other costs incurred in effecting the sale. Any optional cash payments which had been sent to the Plan Administrator prior to the request to terminate may also be invested unless return of the amount is specified in the request for termination and such request is received at least two business days prior to the dividend payment date. See Question 5 for the approximate timing of dividend record and payment dates. 25. What happens to my Plan shares if all Common Stock I hold outside the Plan is sold or transferred? If you sell or transfer all shares of Common Stock held by you outside the Plan, dividends on the shares held for you under the Plan will continue to be automatically reinvested or not, in accordance with your most recent Enrollment Authorization Form, until you sell or 13 14 transfer those Plan shares. See Question 6 for a discussion of the investment options available under the Plan. The Plan Administrator, in its discretion, may terminate the account of any participant who has no shares outside the Plan and whose Plan account has a balance of less than a whole share. In the event of any such termination, the Plan Administrator will make a cash payment for the value of such fractional share as of the termination date. This payment will equal the market price of the Common Stock in New York Stock Exchange consolidated trading at the time of sale multiplied by such fraction less the participant's share of brokerage commissions, any other costs incurred in effecting the sale and a $15 fee. Certificates for fractions of shares will not be issued. SALE OF PLAN SHARES 26. How may I sell shares of Common Stock held for me under the Plan? You may sell shares held for you under the Plan in one of two ways. You may request that the Plan Administrator issue a certificate for any or all of the shares held for you under the Plan and sell any or all of such shares through your own broker at the time you choose. See Question 21 concerning certificates for shares. On the other hand, you may request that the Plan Administrator sell any or all of the shares held for you under the Plan. Shares you sell in this manner would be aggregated with those of other participants selling at the same time and would be sold as soon as practicable after receipt of your request. Any such sale would be executed at the price then current in New York Stock Exchange consolidated trading. Your sales proceeds would then be remitted to you by check, less a fee of $15 plus your proportionate share of the brokerage commissions and any other costs incurred in effecting the sale. The Plan Administrator cannot accept any kind of limit order to sell shares. PLEDGE OF PLAN SHARES 27. How may I pledge shares of Common Stock held in my Plan account? A participant who wishes to pledge shares held for him or her under the Plan must first request a certificate for such shares. See Question 21 concerning certificates for shares. Any purported pledge or assignment of shares held under the Plan will not be recognized by the Plan Administrator. OTHER INFORMATION 28. What happens if the Company has a Common Stock rights offering, issues a stock dividend or declares a stock split? Participation in any rights offering will be based upon both the shares of Common Stock held by a participant outside the Plan and whole shares held by a participant under the Plan. Shares of Common Stock resulting from stock splits or stock dividends with respect to shares of Common Stock, both whole and fractional, held by a Plan participant will be added to his or her Plan shares. 29. How will shares held for me under the Plan be voted at a meeting of shareholders? All whole shares of Common Stock held for you under the Plan will be voted as you direct. If on the record date for a meeting of shareholders there is one or more shares held for you under the Plan, you will be sent the proxy materials for such meeting, and such 14 15 whole shares will be voted as you indicate. Or, if you so elect, you may vote all of such whole shares in person at the shareholders' meeting. 30. What are the federal income tax consequences of participation in the Plan? The following summary is based upon an interpretation of current federal tax law, which the Company intends to follow for information reporting purposes. Each participant should consult his or her own tax advisor to determine particular tax consequences, including state tax consequences (which will vary from state to state), resulting from participation in the Plan and a subsequent disposition of shares of Common Stock acquired pursuant to the Plan. Dividend Reinvestment. A participant will be treated for federal income tax purposes as having received, on the dividend payment date, a dividend equal to the amount reinvested by the participant on that date in Common Stock acquired directly from the Company. Such shares will have a tax basis equal to the same amount. In the case of shares purchased in the open market with reinvested dividends, the amount of the total taxable dividend would be the amount actually paid for the Common Stock plus the participant's allocable share of any brokerage commissions paid by the Company. The tax basis of such shares would be the same as the total taxable dividend. Optional Cash Purchase. In the case of shares purchased from the Company with optional cash payments, the tax basis of such shares for federal income tax purposes will be equal to the cash paid for them. In the case of shares purchased on the open market with optional cash payments, a participant will be deemed to have received as a dividend an allocable share of any brokerage commissions paid by the Company. The tax basis of such shares would be the sum of the participant's optional cash payment and allocable share of brokerage commissions. Holding Period. A participant's holding period for Common Stock acquired pursuant to the Plan will begin on the day following the Trading Day on which shares are acquired for the participant's account. Backup Withholding. Any dividends credited to a participant who is subject to 31 percent backup withholding under federal income tax law will have the required amount withheld before the dividends are reinvested under the Plan. Additional Information. A participant will not realize any taxable income when he or she receives certificates for whole shares held for him or her under the Plan, either upon a request for such certificates or upon withdrawal from or termination of the Plan. However, a participant who receives, upon withdrawal from or termination of the Plan, a cash payment for a fractional share then held for him or her under the Plan will realize gain or loss measured by the difference between the amount of the cash received and the price at which such fractional share was purchased for the participant under the Plan. A participant will realize gain or loss upon the sale or exchange of shares of Common Stock acquired under the Plan. The amount of any such gain or loss will be the difference between the amount that the participant received for the shares, or fractional share equivalent, and the tax basis therefor. Such gain or loss will be capital in character if such shares 15 16 are, or fractional share is, a capital asset in the hands of the participant. For further information as to tax consequences of participation in the Plan, participants should consult their own tax advisors. Information for income tax purposes for participants in the Plan will appear on the statements of account described in Question 19. 31. What is the responsibility of the Plan Administrator under the Plan? The Plan Administrator will not be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a participant's account upon such participant's death, the prices at which shares are purchased or sold for the participant's account, the times when purchases or sales are made or fluctuations in the market value of the Common Stock. The participant should recognize that neither the Company nor the Plan Administrator can provide any assurance of a profit or protection against loss on any shares purchased under the Plan. 32. Can the Company or the Plan Administrator terminate a person's participation in the Plan? The Company or the Plan Administrator may terminate any person's participation in the Plan at any time for any reason by notice in writing mailed to the participant. In addition, if a participant no longer owns shares outside the Plan and if his or her Plan shares are less than one whole share, the Plan Administrator is authorized to terminate such participant's Plan account. In any such event, the Plan Administrator will follow the procedures for termination described in Question 24. 33. What happens if the Plan Administrator cannot make purchases in the open market? If the Company determines not to make newly issued shares of Common Stock available for purchase pursuant to the Plan and in the event that applicable law or the closing of securities markets requires the temporary curtailment or suspension of open market purchases of shares under the Plan, the Plan Administrator is not accountable for its inability to make purchases at such times. If shares of Common Stock are not available for purchase for a period longer than 30 days, the Plan Administrator will promptly mail to the participant a check payable to the participant's order in the amount of any unapplied funds in the participant's account. 34. May the Plan be changed or discontinued? The Company reserves the right to suspend or terminate the Plan at any time, including the period between a dividend record date and the related dividend payment date. It also reserves the right to make modifications to the Plan. Participants will be notified of any such suspension, termination or modification. The Company also reserves the right to terminate the participation of any person in the Plan at any time. 35. Who may interpret questions arising under the Plan? Any question of interpretation arising under the Plan will be determined by the Company and any such determination will be final. 16 17 36. Where should I send correspondence regarding the Plan? All correspondence and other communications regarding the Plan should be directed to: Wells Fargo & Company Dividend Reinvestment Plan First Chicago Trust Company of New York P.O. Box 2598 Jersey City, New Jersey 07303-2598 (800) 756-8200; TDD: (201) 222-4955 http:/ /www.fctc.com Customer service representatives are available from 9:00 a.m. to 6:00 p.m., Eastern time, each business day. Messages forwarded on the Internet will receive a response within one business day. Please mention the Wells Fargo & Company Dividend Reinvestment Plan in all correspondence. DESCRIPTION OF CAPITAL STOCK COMMON STOCK The Company is authorized to issue 500 million shares of Common Stock, par value $5 per share. As of the date of this Prospectus, the Company had approximately 96 million shares of Common Stock outstanding. Holders of Common Stock are entitled to one vote for each share of Common Stock held. All shares of Common Stock are fully paid and non-assessable. 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 Common Stock are entitled to receive pro rata any assets distributable after payment of liabilities and the liquidation preference on shares of Preferred Stock then outstanding. There are no sinking fund, conversion, preemptive or redemption rights of Common Stock. The rights, preferences and privileges of holders of shares of Preferred Stock currently outstanding are, and those of series of Preferred Stock which may subsequently be issued are likely to be, superior to those of the holders of Common Stock. The transfer agent and registrar for the Common Stock is First Chicago Trust Company of New York located at the address given in Question 37, above. PREFERRED STOCK The Company is authorized to issue 25 million shares of Preferred Stock, par value $5 per share. The Board of Directors has the authority to issue Preferred Stock in one or more series and to fix the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), liquidation preferences, and the number of shares constituting any such series without any further action by the shareholders unless such action is required by applicable rules or regulations or by the terms of other outstanding series of Preferred Stock. 17 18 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, 350,000 shares of 8 7/8% Preferred Stock, Series D, 1,000,000 shares of 9 7/8% Preferred Stock, Series F, and 750,000 shares of 9% Preferred Stock, Series G. The Series B Preferred Stock has a liquidation preference of $50 per share, the Series C and D Preferred Stock have a liquidation preference of $500 per share and the Series F and G Preferred Stock have a liquidation preference of $200 per share. The Series C and D Preferred Stock have been issued as depositary shares each representing one-twentieth of a share of the underlying Preferred Stock, and the Series F and G Preferred Stock have been issued as depositary shares each representing one-eighth of a share of the underlying Preferred Stock. All outstanding series rank on a parity as to payment of dividends, liquidation and voting rights. Unless cumulative dividends on the 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, including the Common Stock. Whenever dividends on the Series B, C or D Preferred Stock have been in arrears at least six calendar quarters, or in the event that dividends on the Series F or G Preferred Stock are in arrears at the time of the annual meeting of stockholders of the Company, the holders of such series of Preferred Stock (voting as a class with all other affected series of Preferred Stock ranking on a parity with such series either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote as a class 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 accumulated on the affected series of Preferred Stock have been fully paid or set apart for payment. The holders of Preferred Stock have priority over holders of Common Stock in the event of liquidation of the Company to the extent of the amount of the liquidation preference of the Preferred Stock plus all accrued and unpaid dividends thereon. LEGAL OPINION The legality of the shares of Common Stock described herein have been passed upon for the Company by Guy Rounsaville, Jr., Executive Vice President, Chief Counsel and Secretary of the Company. As of the date hereof, Mr. Rounsaville owned 5,351 shares of Common Stock and had been awarded options to purchase 19,181 shares of Common Stock. 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 in the Registration Statement have been incorporated herein and therein 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. 18 19 INDEMNIFICATION Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securitie Act of 1933. The Company's By-Laws require the Company 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 of any certificate of incorporation, by-law, agreement, vote of stockholders, disinterested directors or otherwise. The Restated Certificate of Incorporation of the Company precludes, with certain exceptions, the Company 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 the Company. Subject to certain exclusions as to coverage, under policies of insurance issued to the Company each director and each officer of the Company and all of its subsidiaries, and each such person serving at the request of the Company as a director of an unaffiliated corporation, is insured against liability for losses incurred while acting as such director or officer. Subject to a deductible and certain exclusions, the Company is entitled to reimbursement under such policies for amounts paid by it as indemnification to such directors and officers. As authorized by Section 145 of the Delaware General Corporation Law, the cost of such insurance is borne by the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. 19 20 This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. No person has been authorized to give any information or to make any representation other than those contained in this Prospectus in connection with the offering made hereby, and if given or made such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstance, create any implication that information herein is correct as of any time subsequent to the date hereof. --------------------------------- TABLE OF CONTENTS
PAGE ---- Available Information.............. 2 Incorporation of Certain Documents by Reference..................... 2 Chairman's Letter.................. 3 Dividends.......................... 4 Price Range of Common Stock........ 4 Description of the Plan............ 5 Description of Capital Stock....... 17 Legal Opinion...................... 18 Experts............................ 18 Indemnification.................... 19
- ----------------------------------------- PROSPECTUS - ----------------------------------------- (PHOTO) April 19, 1996 WELLS FARGO & COMPANY 21 LOGO April 22, 1996 Dear Participant: The Wells Fargo Dividend Reinvestment and Common Stock Purchase and Share Custody Plan has recently been amended to eliminate the 3 percent discount that had been available for purchases of up to $6,000 per quarter using reinvested dividends. Effective with the next quarterly dividend payment, expected May 20, 1996, all Wells Fargo Common Stock purchased with reinvested dividends will be sold at current market value. As in the past, shares purchased with additional cash payments will continue to be sold at current market value. A complete description of the amended Plan is contained in the enclosed prospectus, which you should retain for future reference. In the event you wish to terminate your participation or change your investment option under the Plan before the next dividend, please contact the Plan Administrator no later than May 10, 1996, as follows: First Chicago Trust Company of New York P. O. Box 2598 Jersey City, NJ 07303-2598 (800) 756-8200; TDD (201) 222-4955 http:/ /www.fctc.com For those of you who are receiving part of your dividends in cash, you may be interested in a service Wells Fargo will be inaugurating in the second quarter to permit the direct deposit of your Wells Fargo dividends to your bank account. We will be sending you the details of this service in the near future. Thank you for your interest in the Plan. Sincerely, WELLS FARGO & COMPANY 22 LOGO April 22, 1996 To Participants in the First Interstate Bancorp Dividend Reinvestment and Stock Purchase Plan: Our records indicate that you were a participant in the First Interstate Bancorp Dividend Reinvestment and Stock Purchase Plan. Effective with the merger of First Interstate into Wells Fargo on April l, you are now a participant in the Wells Fargo Dividend Reinvestment and Common Stock Purchase and Share Custody Plan, subject to your right to terminate your participation at any time. This means that the number of shares of First Interstate Common Stock you have accumulated under the First Interstate Plan will be automatically converted into shares of Wells Fargo Common Stock at the rate of two-thirds of a share for each share of First Interstate Common Stock you held under the First Interstate Plan. Dividends on the new Wells Fargo shares held in your Plan account will continue to be reinvested in Wells Fargo Common Stock to the same extent as your First Interstate dividends were reinvested under the First Interstate Plan. By contrast, dividends on any shares registered in your name and held outside the Plan will not be paid until you exchange your First Interstate Common Stock certificates for Wells Fargo Common Stock certificates in accordance with the letter of transmittal sent to you. At that time, any dividends that may have accumulated on these shares will be paid in cash and newly declared dividends will be reinvested in accordance with your most recent election under the First Interstate Plan. A full description of the Wells Fargo Plan is contained in the enclosed prospectus, which you should retain for future reference. Starting with the next dividend, expected to be payable May 20, and with each dividend thereafter, you will receive a cumulative quarterly statement of your Plan account. In the event that you do not wish to participate in the Wells Fargo Plan, or if you wish to change your investment option, please contact the Plan Administrator as follows: First Chicago Trust Company of New York P. O. Box 2598 Jersey City, NJ 07303-2598 (800) 756-8200; TDD (201) 222-4955 http:/ /www.fctc.com In order for your instructions to take effect before the next quarterly dividend, please make contact before May 10, 1996. For those of you who are receiving part of your dividends in cash, you may be interested in a service Wells Fargo will be inaugurating in the second quarter to permit the direct deposit of your Wells Fargo dividends to your bank account. We will be sending you the details of this service in the near future. Thank you for your interest in Wells Fargo. Sincerely, WELLS FARGO & COMPANY -----END PRIVACY-ENHANCED MESSAGE-----