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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): Jan. 23, 1996
Wells Fargo & Company
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6214 13-2553920
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File 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)
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Item 5. Other Events.
On January 23, 1996, Wells Fargo & Company ("Wells Fargo")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
First Interstate Bancorp ("First Interstate"), pursuant to which First
Interstate will merge with and into Wells Fargo (the "Merger"). The Merger
was publicly announced on January 24, 1996.
1. The Merger
As a result of the Merger, subject to certain exceptions:
(i) Each share of common stock, par value $2.00 per share
("FI Common Stock"), of First Interstate outstanding immediately
prior to the effective time of the Merger, together with the rights
attached thereto, will be converted into the right to receive two-
thirds of a share of common stock, par value $5.00 per share ("WF
Common Stock"), of Wells Fargo;
(ii) Each share of 9.875% preferred stock, Series F, no par
value, of First Interstate outstanding immediately prior to the
effective time of the Merger will be converted into the right to
receive one share of 9.875% preferred stock, par value $5.00 per
share ("WF 9.875% Preferred Stock"), of Wells Fargo having
substantially the same terms; and
(iii) Each share of 9.0% preferred stock, Series G, no par
value, of First Interstate outstanding immediately prior to the
effective time of the Merger will be converted into the right to
receive one share of 9.0% preferred stock, par value $5.00 per share
("WF 9.0% Preferred Stock"), of Wells Fargo having substantially the
same terms.
The Merger is intended to constitute a tax-free reorganization
under the Internal Revenue Code of 1986 and will be accounted for under the
purchase method of accounting.
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Consummation of the Merger is subject to various conditions,
including without limitation:
(i) Receipt of the required approvals of Wells Fargo's and
First Interstate's stockholders;
(ii) Receipt of all requisite regulatory approvals, including
the approval of the Board of Governors of the Federal Reserve System
(the "Federal Reserve"), without the imposition of any condition or
requirement that the Board of Directors of Wells Fargo or First
Interstate reasonably determines in good faith would so materially
adversely impact the economic or business benefits of the
transactions contemplated by the Merger Agreement to Wells Fargo and
its stockholders or First Interstate and its stockholders, as the
case may be, as to render inadvisable the consummation of the Merger;
(iii) Receipt of an opinion of counsel as to the tax-free nature
of certain aspects of the Merger; and
(iv) Listing on the New York Stock Exchange, Inc. of the WF
Common Stock and depositary shares representing WF 9.875% Preferred
Stock and WF 9.0% Preferred Stock to be issued in the Merger.
The Merger Agreement will be submitted for approval at meetings
of the stockholders of Wells Fargo and First Interstate. Prior to the
meetings, Wells Fargo will amend the registration statement previously
filed with the Securities and Exchange Commission (relating to its proposed
exchange offer for FI Common Stock) to register under the Securities Act of
1933, as amended, the shares of WF Common Stock to be issued in the Merger.
2. Abandonment of the Exchange Offer
As a result of entering into the Merger Agreement and the
Settlement Agreement referred to below, Wells Fargo has determined to
abandon its proposed exchange offer for FI Common Stock (the "Exchange
Offer") and its related proxy and consent solicitations (the
"Solicitations"). The Exchange Offer and Solicitations were announced
November 13, 1995. The consideration to be received by holders of FI
Common Stock in the Merger is identical to that provided for in the
Exchange Offer.
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3. The Settlement Agreement
Concurrently with execution of the Merger Agreement, Wells
Fargo, First Interstate, First Bank System, Inc. ("FBS") and Eleven
Acquisition Corp., a wholly owned subsidiary of FBS ("Eleven"), entered
into an agreement (the "Settlement Agreement") relating to (i) the
Agreement and Plan of Merger, dated as of November 5, 1995 (the "FI/FBS
Agreement"), by and among FBS, Eleven and First Interstate; (ii) the stock
option agreements and fee letters related to the FI/FBS Agreement; and
(iii) the release of certain claims pending among Wells Fargo, First
Interstate, FBS and Eleven.
The Settlement Agreement terminates the FI/FBS Agreement and
the related stock option agreement and fee letter that FBS granted First
Interstate. The Settlement Agreement also provides that FBS will refrain
from exercising certain of its rights under the stock option agreement and
fee letter that First Interstate granted FBS on November 15, 1995, in
connection with the FBS/FI Agreement (respectively, the "FI Option
Agreement" and the "FI Fee Letter").
Upon execution of the Settlement Agreement, First Interstate
paid FBS $125 million. Upon the occurrence of an Acquisition Event (as
defined in the FI Fee Letter), which would include consummation of the
Merger, First Interstate has agreed to pay FBS an additional $75 million.
Upon the second payment, FBS will have no further rights under the FI
Option Agreement and the FI Fee Letter.
The Settlement Agreement also provides for the release of
claims among FBS or Eleven, on the one hand, and Wells Fargo or First
Interstate, on the other hand, related to the FI/FBS Agreement, the fee
letters and stock option agreements related to the FI/FBS Agreement, the
Exchange Offer and the claims currently asserted in various litigation
matters among the parties. Each of FBS, First Interstate and Wells Fargo
has also agreed to withdraw any protest or opposition it has filed with the
Federal Reserve or any other bank regulatory agency regarding any
application filed by either of the others.
4. The Fee Letters
As a condition to entering into the Merger Agreement, each of
Wells Fargo and First Interstate has entered into an agreement with the
other (collectively, the "Fee Letters") providing for payments of up to
$150 million
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in the event of the termination of the Merger Agreement under certain
circumstances and subject to certain terms and conditions.
Pursuant to the Fee Letters, Wells Fargo and First Interstate
have each agreed to pay the other, subject to certain conditions, a cash
fee of $50 million in the event the Merger Agreement is terminated and
certain initial triggering events occur prior to or concurrently with such
termination. In addition, Wells Fargo and First Interstate have each also
agreed to pay the other, subject to certain conditions, a cash fee of $150
million (less any amount paid as described in the preceding sentence) if
certain subsequent events occur within 18 months of the termination of the
Merger Agreement.
5. Further Information
For additional information regarding the Merger Agreement, the
Settlement Agreement or the Fee Letters, reference is made to the copies of
those documents and the joint Wells Fargo and First Interstate press
release, dated January 24, 1996, in connection with the Merger. Each of
such documents has been filed as an exhibit hereto and is incorporated by
reference herein. The foregoing discussion is qualified in its entirety by
reference to such documents.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The following exhibits, as required by Item 601 of Regulation
S-K, are attached to this Current Report:
2.1 - Agreement and Plan of Merger, dated as of January 23,
1996, by and between Wells Fargo and First Interstate,
including all annexes to the Agreement but excluding
schedules. The omitted schedules will be furnished
supplementally upon request to the Securities and
Exchange Commission.
2.2 - Settlement and Termination Agreement, dated January 23,
1996, among FBS, Eleven, First Interstate and Wells
Fargo, including all exhibits thereto.
2.3 - Termination Fee Letter, dated January 23, 1996, between
Wells Fargo and First Interstate.
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2.4 - Termination Fee Letter, dated January 23, 1996, between
First Interstate and Wells Fargo.
99.1 - Press release, dated January 24, 1996, issued by Wells
Fargo and First Interstate. (Incorporated herein by
reference to Exhibit 99 to Wells Fargo's Current Report
on Form 8-K, dated January 24, 1996.)
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SIGNATURES
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.
WELLS FARGO & COMPANY
By: /s/ Guy Rounsaville, Jr.
Name: Guy Rounsaville, Jr.
Title: Secretary
Date: January 31, 1996
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Exhibit Index
Exhibit Item Page
2.1 - Agreement and Plan of Merger, dated as of
January 23, 1996, by and between Wells Fargo &
Company ("Wells Fargo") and First Interstate
Bancorp ("First Interstate"), including all
annexes thereto but excluding schedules.
2.2 - Settlement and Termination Agreement, dated
January 23, 1996, among First Bank System,
Inc., Eleven Acquisition Corp., First
Interstate and Wells Fargo, including all
exhibits thereto.
2.3 - Termination Fee Letter, dated January 23, 1996,
between Wells Fargo and First Interstate.
2.4 - Termination Fee Letter, dated January 23, 1996,
between First Interstate and Wells Fargo.
99.1 - Press release, dated January 24, 1996, issued
by Wells Fargo and First Interstate.
(Incorporated herein by reference to Exhibit
99 to Wells Fargo's Current Report on Form 8-K,
dated January 24, 1996.)