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
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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
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Title:
By: /s/ Guy Rounsaville, Jr.
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Title:
4.