-----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, ONFkJNkXBvOazmnlsU59Arem7/AMj2F8IIvDsIbP34LAJ+M5UCLTJFFMmACYk51u ff1OTovdZWcQhCvpbdOG7w== 0001047469-98-028314.txt : 19980727 0001047469-98-028314.hdr.sgml : 19980727 ACCESSION NUMBER: 0001047469-98-028314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980608 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980724 SROS: NYSE SROS: PCX 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: SEC FILE NUMBER: 001-06214 FILM NUMBER: 98671158 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 8004114932 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, WELLS FARGO & COMPANY 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 8, 1998 ------------------------------ WELLS FARGO & COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6214 13-2553920 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation or organization) Identification No.) 420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) 1-800-411-4932 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Exhibit 99 to this report contains a copy of materials concerning the proposed merger of Norwest and Wells Fargo that have been used in presentations to analysts. These materials are an abridged version of presentation materials included as exhibits to Wells Fargo's current reports on Form 8-K filed on June 8,1998 and June 9,1998. To the extent of differences, the information in the materials filed with this report supersedes the information in the earlier filed reports. Exhibit 99 to this current report on Form 8-K contains forward- looking statements with respect to the financial conditions, results of operations and businesses of each of Norwest and Wells Fargo and, assuming the consummation of the merger, a combined Norwest/Wells Fargo including statements relating to: (a) the cost savings and accretion to reported earnings that will be realized from the merger; (b) the impact on revenues of the merger, and (c) the restructuring charges expected to be incurred in connection with the merger. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) expected cost savings from the merger cannot be fully realized or realized within the expected timeframe; (2) revenues following the merger are lower than expected; (3) competitive pressure among financial services companies increases significantly; (4) costs or difficulties related to the integration of the businesses of Norwest and Wells Fargo are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either internationally or nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory requirements or changes adversely affect the businesses in which the combined company would be engaged. Such forward-looking statements speak only as of the date on which such statements were made, and Wells Fargo undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made to reflect the occurrence of unanticipated events. ITEM 7. EXHIBITS. 99 Abridged Analyst Presentation Materials, dated June 8,1998. -2- 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 July 24, 1998. WELLS FARGO & COMPANY By /s/ Guy Rounsaville, Jr. -------------------------------------- Name: Guy Rounsaville, Jr. Title: Executive Vice President and General Counsel EX-99 2 ANALYST PRESENTATION MATERIALS Wells Fargo and Norwest "Creating ... The Premier Financial Services Company" June 8, 1998 Pro Forma Financial Results
1999E 2000E 2001E Cash EPS $2.56 $2.91 $3.35 % Accretion 7.6% 9.4% 12.8% GAAP EPS $2.23 $2.59 $3.03 % Accretion -- 3.2% 7.4% % Change from prior yr. 13.2%(1) 16.1% 17.0%
(1) Based on analyst estimates of $1.97 GAAP EPS for 1998. Note: Estimates exclude one-time merger related costs Premier Banking Franchise in the West and Midwest [Map]
Deposit Rank # of States Total $ 1 5 20.1 2 5 73.3 3 2 10.1 4 4 16.9 5+ 5 4.6 - -------------------------------------------------------------------------------- Total 21 $125
($ in billions) Leadership in Retail Distribution - #1 in total stores (5,777) - #3 Bank network (2,800 stores) - #1 Retail mortgage network (741 stores) - Largest mortgage banking originator (1 out of 15 mortgages) - Largest mortgage banking servicer (2,000,000 customers) - #1 Premier, U.S. Consumer finance company (1,425 stores) - #3 ATM network in U.S. (6,500 ATMs) - #1 Internet bank for consumers (460,000 customers) - #1 Supermarket bank (900 stores) - Leader in telephone banking functionality - Leading NAFTA bank - #1 Mexican border - #1 Canadian border The New Wells Fargo - #1, 2, or 3 Bank Deposit Share in 73 MSA's - #1 Mortgage Originator and Servicer - #1 Bank Commercial Real Estate Lender - #1 Bank-Owned Insurance Agency - #1 Agricultural Bank - #2 Small Business Lender - #4 Middle Market Lender - #4 Bank Mutual Fund Manager - #1 Internet Bank - Premier Consumer Finance Company
Significant Customer Base - -------------------------------------------------------------------------------- Norwest Wells Fargo Combined ---------------------------------------------- Retail Banking 3mm 6.1mm 9.1mm households Mortgage 2.1mm - 2.1mm customers Consumer Finance 3.2mm - 3.2mm customers Small Business 284k 750k 1.0mm customers Middle Market 10k 13k 23k customers Large Corporate 1.2k 1.5k 2.7k customers
Leveraging Complementary Strengths - Norwest - Exceptional sales and service culture - Strong revenue generation - Wells Fargo - Alternative delivery leader - Outstanding expense efficiency Expense Savings
Amount Source of Savings ($mm) Comments Systems $200 - Conversion to one system platform - Elimination of duplicate systems development and maintenance Operations 120 - Consolidation of operations Branch Consolidations 175 - Based on states with market place overlap General Administration 155 - Elimination of duplicate overhead --- functions Total Cost Saves $650
%of combined expenses 8% Note: Expenses excluding intangible amortization
Expense Savings Projected in Recent Major Bank Transactions - -------------------------------------------------------------------------------- ($ in Millions) Cost Saves as a % of Smaller Pre-Tax Non-Interest Non-Interest Merger Partners Expense Base Expense Savings - --------------- -------------- --------------- Norwest/Wells Fargo 17% $ 650 In-Market Corestates/First Union 46% $ 723 First Interstate/Wells Fargo 37 800 Chase/Chemical 41 1,800 Market Extension BankAmerica/NationsBank 27% $2,000 First Chicago NBD/Banc One 28 930 First America/National City 31 243 US Bancorp/First Banks 30 340 First Chicago/NBD Bancorp 16 200 - --------------------------------------------------------------------------------
Opportunities Not Included in Financial Model
Annual Pre-Tax Income Potential ($mm) ---------------- - - Increase Wells Fargo's current products per household to Norwest average $700 - - Improve Norwest banking efficiency ratio to level of Wells Fargo 400 - - Other cross-business integration revenue opportunities 150
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