AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WELLS FARGO FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
IOWA 42-1186565
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
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206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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STEVE R. WAGNER, ESQ.
206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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COPIES TO:
FRED C. BYERS, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this form is filed to register additional securities pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
Debt Securities............................. $4,000,000,000 100% $4,000,000,000 $1,000,000
(1) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as may result in the initial offering prices aggregating
$4,000,000,000.
(2) Estimated solely for purposes of computing the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION DATED FEBRUARY , 2001
PROSPECTUS
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WELLS FARGO FINANCIAL, INC.
$4,000,000,000
DEBT SECURITIES
---------------
We may issue up to an aggregate $4.0 billion of debt securities at one or
more times. We will describe the specific terms of each series of debt
securities that we offer in a supplement to this prospectus. Supplements will be
made available at the time of each offering of debt securities.
You should read this prospectus and any supplement carefully before you
invest.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Information contained herein is subject to completion or amendment. A
registration statement for these securities has been filed with the SEC. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall
there be any sale of these securities in any state in which an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The date of this prospectus is February , 2001
TABLE OF CONTENTS
PAGE
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WHERE YOU CAN FIND MORE INFORMATION ABOUT WELLS FARGO
FINANCIAL................................................. 1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........... 1
WELLS FARGO FINANCIAL, INC.................................. 2
USE OF PROCEEDS............................................. 2
RATIOS OF EARNINGS TO FIXED CHARGES......................... 2
DESCRIPTION OF DEBT SECURITIES.............................. 2
PLAN OF DISTRIBUTION........................................ 10
LEGAL OPINIONS.............................................. 11
EXPERTS..................................................... 11
WHERE YOU CAN FIND MORE INFORMATION ABOUT WELLS FARGO FINANCIAL
We file annual, quarterly and current reports and other information with the
Securities and Exchange Commission. You may read and copy any document we file
with the Securities and Exchange Commission at the Securities and Exchange
Commission's public reference rooms in Washington, D.C., Chicago, Illinois, and
New York, New York. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
Securities and Exchange Commission filings are also available over the Internet
at the Securities and Exchange Commission's website at http://www.sec.gov.
Effective at the close of business on June 30, 2000, we changed our name from
Norwest Financial, Inc. to Wells Fargo Financial, Inc. Filings made by us with
the Securities and Exchange Commission prior to July 1, 2000 will be found
indexed and filed under Norwest Financial, Inc.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission allows us to incorporate by reference
the information we file with them, which means that we can disclose important
information to you by referring you directly to those documents. The information
incorporated by reference is an important part of this prospectus. Information
that we file later with the Securities and Exchange Commission will
automatically update and supercede information contained in this prospectus and
the accompanying prospectus supplement. We incorporate by reference the
documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the securities we are offering:
- Annual Report on Form 10-K for the year ended December 31, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2000;
- Current Report on Form 8-K dated June 30, 2000.
You may request a free copy of any of these filings by writing or
telephoning us at:
Wells Fargo Financial, Inc.
206 Eighth Street
Des Moines, Iowa 50309
Attn: Treasurer's Department
Telephone: (515) 243-2131
Because we list some of our debt securities on the New York Stock Exchange,
you may also inspect the filings described above, as well as other information,
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with additional or different information. If anyone
else provided you with different information, you should not rely on it. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
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WELLS FARGO FINANCIAL, INC.
Wells Fargo Financial is a leading diversified consumer finance company. Our
consumer finance operations make loans to individuals and purchase sales finance
contracts though 906 branch offices primarily in 46 states, Guam, Saipan, Puerto
Rico, Argentina and the ten Canadian provinces.
We are a wholly-owned subsidiary of Wells Fargo & Company. Wells Fargo &
Company is a diversified financial services organization which, at December 31,
1999, had consolidated assets totaling approximately $218 billion.
Our principal executive offices are located at 206 Eighth Street, Des
Moines, Iowa 50309. Our telephone number is (515) 243-2131. When we refer to
"Wells Fargo Financial," "we" or "our" in this prospectus, we mean Wells Fargo
Financial, Inc. and its subsidiaries on a consolidated basis, unless the context
otherwise requires. We use "Wells Fargo Financial" to refer to us both before
and after the close of business on June 30, 2000, when we changed our name from
Norwest Financial, Inc. to Wells Fargo Financial, Inc., except in referring to
specific documents and financial statements dated, filed or issued prior to
July 1, 2000.
USE OF PROCEEDS
Unless we indicate otherwise in a prospectus supplement, we will use the net
proceeds from the sale of the debt securities for general corporate purposes.
These purposes may include bulk purchases of finance receivables, acquisitions
of branch offices, consumer finance operations and other related businesses or
the repayment of outstanding indebtedness. The net proceeds may be invested
temporarily or applied to repay short term debt until they are used for their
stated purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Wells Fargo Financial is set
forth below for the periods indicated:
YEARS ENDED DECEMBER 31,
- -------------------------------- NINE MONTHS ENDED
1995 1996 1997 1998 1999 SEPTEMBER 30, 2000
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2.13 2.11 2.00 1.72 1.78 1.58
For the purpose of calculating the ratio of earnings to fixed charges we
have divided earnings plus fixed charges and income taxes by fixed charges.
Fixed charges consist of interest and debt expenses plus the portion of rentals,
which we deem to be representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The securities we are offering will be either senior or senior subordinated
debt. The senior debt securities and subordinated debt securities will be issued
under separate indentures. The senior debt securities will be issued under an
indenture, dated as of November 1, 1991, between Norwest Financial, Inc. (now
called Wells Fargo Financial, Inc.) and The First National Bank of Chicago (now
called Bank One Trust Company, National Asssociation), as trustee. The
subordinated debt securities will be issued under an Indenture, dated as of
May 1, 1986, as amended and supplemented by a First Supplemental Indenture dated
as of February 15, 1991, between Norwest Financial, Inc. (now called Wells Fargo
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Financial, Inc.) and BNY Midwest Trust Company as successor to Harris Trust and
Savings Bank, as trustee. Unless otherwise indicated, Bank One Trust Company,
National Association and BNY Midwest Trust Company will be referred to herein as
the "trustee".
The following summaries of the material provisions of the indentures are not
complete. You should read all of the provisions of the indentures, including the
definitions of certain terms. These summaries set forth certain general terms
and provisions of the securities to which any prospectus supplement may relate.
The particular terms of the securities offered by any prospectus supplement and
the applicability of the general provisions will be described in the appropriate
prospectus supplement. Unless otherwise indicated, parenthetical section
references refer to each of the indentures.
SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of debt securities, the prospectus
supplement relating to that new series will specify the particular amount, price
or other terms of these debt securities. These terms may include:
- the title of the debt securities and whether they will be senior or
subordinated debt;
- any limit on the total principal amount of the series of debt securities;
- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- the interest rate or rates on the series of debt securities and the date
from which any such interest will accrue;
- the dates on which we will pay interest on the series of debt securities
and the regular record date for determining who is entitled to the
interest payable on any interest payment date;
- the place or places where principal of and premium, if any, and interest
on the debt securities will be payable;
- any redemption dates, prices, obligations and restrictions on the series
of debt securities;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the series of debt securities;
- the denominations in which the series of debt securities will be issued,
if other than denominations of $1,000 and multiples of $1,000;
- the portion of the principal amount of the debt securities, other than
their principal amount, that is payable on the declaration of acceleration
of the maturity;
- the applicable overdue rate if other than the interest rate stated in the
title of the series of debt securities;
- any modifications of or additions to the events of default;
- the currency in which the debt securities will be denominated or in which
payment of the principal of and premium and interest on any debt
securities will be made, if other than U.S. dollars;
- if the principal of and premium or interest on any series of debt
securities is to be payable at our election or at the election of a holder
of the debt securities in a currency other than that in which the debt
securities are denominated, the period or
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periods within which and the terms and conditions on which these elections
may be made;
- if the amount of principal of and premium or interest on any series of
debt securities may be determined by reference to an index based on either
a currency other than that in which the debt securities are payable or any
other method specifying the manner in which these amounts will be
determined;
- whether and to what extent any other means of satisfaction and discharge,
which is sometimes referred to as "defeasance" will be applicable to the
debt securities other than as described below under "Satisfaction and
Discharge; Defeasance";
- if the debt securities are to be issued in the form of one or more global
security and, if so, the identity of the depositary or depositaries of
such global debt security or global debt securities; and
- any other specific terms of the debt securities that are not inconsistent
with each Indenture. (Section 3.01)
We may issue debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is below market rates. If we issue these kinds of debt securities, we will
provide you with additional information in a prospectus supplement.
FORM, DENOMINATION AND EXCHANGE
We may issue the debt securities in registered form, without coupons, in
increments of $1,000 or multiples thereof, unless the prospectus supplement
states otherwise.
Alternatively, we may issue the debt securities in the form of one or more
global certificates.
No service charge will be made for any transfer or exchange of the
securities, but we may require payment of an amount sufficient to cover any tax
or other governmental charge payable in connection with a transfer or exchange.
(Section 3.02)
NO EVENT OF RISK COVENANT
Neither indenture contains any covenant or other provision that restricts
Wells Fargo Financial from incurring, assuming or becoming liable for any type
of debt or other obligations, from creating liens on its property, from paying
dividends or making distributions on its capital stock or purchasing or
redeeming its capital stock. Neither indenture requires Wells Fargo Financial to
maintain any financial ratios or specified levels of net worth. In addition,
neither indenture gives holders of the debt securities protection upon the
occurrence of a change in control or in the event of a highly leveraged
transaction involving Wells Fargo Financial.
LIMITATION ON MERGER, CONSOLIDATION AND CERTAIN SALE OF ASSETS
We may not merge into or consolidate with any other corporation, or convey
or transfer our properties and assets substantially as an entirety to any person
unless:
- the successor is a U.S. corporation;
- the successor assumes on the same terms and conditions all the obligations
under the debt securities and each indenture; and
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- immediately after giving effect to the transaction, there is no default
under each indenture.
(Section 10.01) Upon any merger, consolidation, conveyance or transfer, the
successor will succeed to, and will be substituted in lieu of Wells Fargo
Financial. (Section 10.02).
COMPUTATION OF INTEREST
We will calculate the interest that is due on the debt securities based on a
360-day year of twelve 30 day months, unless the prospectus supplement states
otherwise. (Section 3.11)
PAYMENTS ON REGISTERED DEBT SECURITIES
We will pay principal, interest and any premium on registered debt
securities in the designated currency at the office of a designated paying
agent. At our option, payment of interest on fully registered securities may
also be made by check mailed to the person in whose names the securities are
registered on the days specified in the indentures or any prospectus supplement.
(Section 3.12)
PAYING AGENT
Bank One Trust Company, National Association will be designated as Wells
Fargo Financial's paying agent for the senior debt securities unless the
prospectus supplement states otherwise. BNY Midwest Trust Company will be
designated as Wells Fargo Financial's paying agent for the subordinated debt
securities unless the prospectus supplement states otherwise. (Section 8.14)
If we authorize any other person to make payments on debt securities for us,
we will identify them in the applicable prospectus supplement.
GLOBAL SECURITIES
We may issue debt securities of a series in whole or in part in the form of
one or more global certificates that will be deposited with a depository that we
will identify in a prospectus supplement. Unless and until it is exchanged in
whole or in part for individual certificates evidencing securities in definitive
form represented thereby, a global security may not be transferred except as a
whole by the depository to a nominee of that depository or by a nominee of that
depository to a depository or another nominee of that depository.
(Section 3.01)
The specific terms of the depositary arrangement for each series of debt
securities will be described in the applicable prospectus supplement.
RANKING
The senior debt securities will be the unsecured obligations of Wells Fargo
Financial and will rank equally among themselves and with all of Wells Fargo
Financial's other unsecured and unsubordinated debt.
The prospectus supplement will describe the specific terms and conditions
upon which the subordinated debt securities will be subordinated to other
indebtedness of Wells Fargo Financial. Such terms may include:
- indebtedness ranking senior to the subordinated debt securities;
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- restrictions on payments to the holders of such subordinated debt
securities while a default relating to such senior indebtedness is
continuing;
- restrictions on payments to the holders of such subordinated debt
securities following an event of default; and
- provisions requiring holders of senior debt securities to receive certain
payments prior to holders of subordinated debt securities. (Section 15.01)
SATISFACTION AND DISCHARGE
At our request, each indenture will terminate as to the debt securities of
any series (except for certain obligations to register the transfer or exchange
of the debt securities) when either:
- all the debt securities have been delivered to the trustee for
cancellation; or
- we have deposited with the trustee in trust, an amount sufficient to make
all remaining payments on these debt securities. (Section 6.01)
DEFEASANCE
We may satisfy our obligations with respect to payments of principal of the
debt securities, and premium, if any, and interest, if any, on the debt
securities of any series by irrevocably depositing in trust with the trustee
money or U.S. government obligations sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written opinion of independent
public accountants, to make all payments of:
- interest, if any, on the debt securities of such series prior to and on
their redemption or maturity, as the case may be; and
- principal of the debt securities, and premium, if any, on the debt
securities of such series when due upon redemption or at the designated
maturity date, as the case may be
then all of our obligations with respect to the debt securities of such series
and the indentures which relate to the debt securities will be satisfied and
discharged.
To elect either option described above, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related payment described
above would not cause the holders of that series to recognize, income, gain or
loss for U.S. federal income tax purposes and that the holders of that series
will be subject to U.S. federal income tax in the same amounts, in the same
manner and at the same times as would have been the case if that option had not
been exercised. (Section 14.02)
EVENTS OF DEFAULT
An "event of default" regarding any series of debt securities is any one of
the following events, subject to various grace periods:
- failure to pay principal of, or any premium on, any debt security when
due;
- failure to deposit any sinking fund payments for any series of debt
security when due;
- failure to pay any interest when due and payable;
- failure to perform any covenants or warranties in either indenture, which
failure has continued for 60 days after written notice to Wells Fargo
Financial by the trustee or
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by the holders of 50% in principal amount of the outstanding debt
securities of that series;
- certain events in bankruptcy, insolvency or reorganization of Wells Fargo
Financial;
- default regarding any other series of debt securities, which results in
the acceleration of such other series of debt securities; and
- any other events of default regarding that series of debt securities that
is specified in the prospectus supplement. (Section 7.01)
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series. A default under other debt of
Wells Fargo Financial will not be a default under either indenture.
If an event of default for any series of debt securities occurs and is
continuing, either the trustee or the holders of 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount of
all the debt securities of that series to be immediately due and payable by
notice in writing to Wells Fargo Financial. If the debt securities of that
series are original issue discount debt securities, the portion of the principal
amount as is specified in that series may declare the principal amount of the
debt securities of that series to be immediately declared payable by notice in
writing to Wells Fargo Financial. If the holders of debt securities give notice
of the declaration of acceleration to Wells Fargo Financial, then they must also
give notice to the trustee. (Section 7.02)
The holders of a majority in principal amount of the outstanding debt
securities may rescind a declaration of acceleration if:
- Wells Fargo Financial has paid or deposited with the trustee a sum
sufficient to pay principal, interest, including overdue interest and
interest thereon, any premium and the fee and expenses of the trustee
(Section 7.02); and
- any other event of default, besides the failure to pay principal due
because of the declaration of acceleration, has been cured or waived.
(Section 7.13)
We are required to file every year with the trustee an officers' certificate
stating whether any default exists and specifying any default that exists.
(Section 12.05)
NOTICE OF DEFAULTS
The trustee is required to give notice to holders of debt securities of a
default, which remains uncured or has not been waived, that is known to the
trustee within 90 days after the occurrence of the default. The trustee may
withhold this notice, however, if it determines in good faith that the
withholding of notice is in the interest of the holders of the debt securities.
However, the trustee may not withhold notice in the case of a default in the
payment of principal of and premium or interest on or a sinking fund installment
on any of the debt securities. In addition, the trustee is only required to give
notice of the failure by Wells Fargo Financial to perform any covenant until at
least 30 days after the failure has become a default. The term "default" for
this purpose means any event which is, or after notice or lapse of time or both
would become, an event of default. (Section 8.02)
RIGHTS OF THE TRUSTEE
The holders of a majority in principal amount of outstanding debt securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy
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available to the trustee or exercising any trust or other power conferred on the
trustee. The trustee may decline to follow that direction, however, if it either
would involve the trustee in personal liability or would be unduly prejudicial
to holders of the debt securities of that series that do not join in that
direction. (Section 7.12) During a default, the trustee is required to exercise
the standard of care that a prudent man would exercise or use under the
circumstances in the conduct of his own affairs (Section 8.0) Otherwise, the
trustee is not obligated, however, to exercise any of its rights or powers under
each indenture at the request or direction of any of the holders of debt
securities unless those holders have offered to the trustee reasonable security
or indemnity. (Section 8.03)
MODIFICATION AND WAIVER OF EACH INDENTURE
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive any past default under the applicable
indenture. The following defaults may not, however, be waived:
- a default in the payment of the principal, or any premium, interest or
additional amounts payable on a series of debt securities, or in the
payment of any sinking fund installment with respect to that series, which
has not been cured until that time; or
- a default regarding a covenant or provision of either indenture which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected. (Section 7.13)
MODIFICATION WITHOUT CONSENT OF THE HOLDERS
Without the consent of the holders of debt securities, we and the trustee
may modify each indenture for any of the following purposes:
- to name a successor entity to Wells Fargo Financial;
- to add to our covenants for the benefit of the holders of all or any
series of debt securities;
- to establish the form or terms of securities of any series of debt
securities and any related coupons;
- to cure any ambiguity or inconsistency in the applicable indenture;
- to modify, eliminate and add to the provisions of either indenture to
enable it to qualify under the Trust Indenture Act of 1939; or
- to provide for the acceptance or appointment of a successor trustee.
(Section 11.01)
MODIFICATION REQUIRING CONSENT OF THE HOLDERS
Each indenture provides that modifications and amendments may be made by us
and the trustee with the consent of the holders of at least a majority in
principal amount of the outstanding debt securities of each series affected by
the amendment or modification of each indenture. However, no modification or
amendment may, without the consent of each holder affected:
- change the stated maturity of the principal of, or any installment of
interest on, any debt security;
- reduce the principal amount, the rate of interest, or any additional
amounts in respect of any debt security or reduce the amount of any
premium payable upon the redemption of any debt security;
8
- reduce the principal amount of original issued discount debt securities
that would be due and payable upon acceleration of their maturity;
- change the place of payment, the currency in which, any debt security or
any premium or interest thereon is payable;
- reduce the amount of, or postpone the date fixed for, any payment under
the sinking fund for any debt security;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date of the security or, in the case of
redemption, on or after the redemption date;
- reduce the percentage of securities required to consent to any
modification, amendment or waiver under either indenture;
- modify, except under limited circumstances, any provisions of the
applicable indenture relating to modification and amendment of the
indenture or waiver of compliance with conditions and defaults thereunder;
or
- in the case of the subordinated indenture, alter the provisions regarding
the subordination of the subordinated debt securities in any way that
would be adverse to the holders of such debt securities. (Section 11.02)
MUTILATED, DESTROYED, STOLEN OR LOST SECURITIES
We will replace any mutilated debt security at the expense of the holder and
on surrender of that mutilated debt security to the trustee. We will also
replace debt securities that are destroyed, lost or stolen at the expense of the
holder and on delivery to the security registrar of evidence of that
destruction, loss or theft which is satisfactory to us and the trustee. Before
we issue a replacement debt security, we and the trustee may require an
indemnity from the party seeking the replacement security. (Section 3.06)
NOTICES
Except as otherwise provided in each Indenture, notices to holders of debt
securities will be given by mail to the addresses of those holders as they
appear in the security register. (Section 1.06)
GOVERNING LAW
The laws of the State of New York govern each Indenture and will govern the
debt securities, including any matters of interpretation under them.
(Section 1.13)
INFORMATION CONCERNING THE TRUSTEE
We may from time to time engage in general financing and banking
transactions with Bank One Trust Company, National Association or with its
affiliates or with BNY Midwest Trust Company or with its affiliates.
9
PLAN OF DISTRIBUTION
We may sell the debt securities in one or more of the following ways:
- through underwriters or dealers;
- directly to one or more purchasers;
- through agents; or
- in a combination of any of the above transactions.
The prospectus supplement for each series of debt securities will describe
that offering, including:
- the name or names of any underwriters;
- the purchase price and the proceeds we will receive from such sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which the debt securities of such series may
be listed.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold by them from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt securities may be sold directly by us or through agents designated by
us from time to time. We will name any agent involved in the offer or sale of
the debt securities and will list commissions payable by us to these agents in
the prospectus supplement. These agents will be acting on a best efforts basis
to solicit purchases for the period of its appointment, unless we state
otherwise in the prospectus supplement.
We may sell debt securities directly to purchasers. In this case, we will
not engage underwriters or agents in the offer and sale of debt securities.
INDEMNIFICATION
Underwriters, dealers or agents who participate in the distribution of debt
securities may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which these underwriters, dealers or agents may be required
to make.
NO ASSURANCE OF LIQUIDITY
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriters that purchase debt securities from
us may make a market in these debt securities. The underwriters will not be
obligated, however, to make such a market and may discontinue market-making at
any time without notice to holders of the debt securities. We cannot assure you
that there will be liquidity in the trading market for any debt securities of
any series.
10
LEGAL OPINIONS
The legality of the debt securities will be passed upon for us by Steve R.
Wagner, Esq., who is our Senior Assistant General Counsel, and for the
underwriters, dealers or agents by Orrick, Herrington & Sutcliffe LLP, New York,
New York.
EXPERTS
The consolidated financial statements of Wells Fargo Financial, Inc. and
subsidiary companies as of and for the year ended December 31, 1999, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent auditors, incorporated by reference
herein, and upon authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Norwest Financial, Inc. and
subsidiaries as of December 31, 1998, and for each of the two years in the
period ended December 31, 1998, incorporated by reference herein and in the
registration statement from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities covered hereby, other than underwriting discounts and commissions,
are, subject to further contingencies, estimated to be as follows:
Registration Statement Filing Fee..................... $1,000,000
Printing and Engraving*............................... 200,000
Blue Sky Expenses*.................................... 10,000
Rating Agency Fees*................................... 1,200,000
Accounting Fees*...................................... 200,000
Legal Fees and Expenses*.............................. 100,000
Trustee Fees*......................................... 150,000
Miscellaneous*........................................ 140,000
----------
Total............................................. $3,000,000
==========
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 490.850 through 490.858 of the Iowa Business Corporations Act, and
Article X of the Company's By-Laws permit the indemnification of certain
persons, including directors and officers of the Company, under certain
circumstances.
The Company's By-Laws provide that the Company shall indemnify any person
who was or is a party or is threatened to be made party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action or suit by or in the right
of the Company) by reason of the fact that he is or was a director or officer of
the Company, a member of any committee of the Board of Directors, or a fiduciary
of an employee benefit plan of the Company or its affiliated companies (provided
such fiduciary is or was simultaneously a director, officer or employee of the
Company), or any director, officer or employee of the Company who is or was
serving at the request of the Company as a director or officer or equivalent
official of another company, partnership, joint venture, trust, association or
other enterprise or organization, against all expenses of whatever nature,
including (but not limited to) counsel fees and disbursements, judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, also had no
reasonable cause to believe his conduct was unlawful.
The Company's By-Laws also provide that the Company shall indemnify any
person (or his heirs, executors or administrators) who was or is involved or is
threatened to be involved as a party or otherwise to any threatened, pending or
completed action or suit by or in the right of the Company to procure a
judgement in its favor by reason of the fact that he is or was a director or
officer of the Company, a member of any committee of the Board of Directors, or
a fiduciary of an employee benefit plan of the Company or its affiliated
companies (provided such fiduciary is or was simultaneously a director, officer
or employee of the Company), or any director, officer or employee of the
II-1
Company who is or was serving at the request of the Company as a director or
officer or equivalent official of another corporation, partnership, joint
venture, trust, association or other enterprise or organization, against all
expenses of whatever nature, including (but not limited to) counsel fees and
disbursements, actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company, unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
Wells Fargo & Company maintains policies of insurance under which directors
and officers of the Company are insured, subject to certain specific exclusions
and deductible maximum amounts, against loss arising from any civil claim which
may be made against them, or any of them, arising out of any misstatement,
misleading statement, omission or other act done or alleged to have been done,
or wrongfully attempted, while acting in their representative capacities.
Any agreement with underwriters or agents may contain provisions providing
for the indemnification of the Company and certain of its directors and officers
in certain circumstances.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
1.1 -- Form of Underwriting Agreement filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-3 (Commission
File No. 333-33096) is hereby incorporated by reference.
3(a) -- Articles of Incorporation of the Company filed as Exhibit
(3)(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1983 is hereby incorporated by
reference.
3(b) -- By-Laws of the Company filed as Exhibit (3)(b) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1983 is hereby incorporated by reference.
4(a) -- Norwest Financial, Inc. Standard Multiple--Series Indenture
Provisions dated May 1, 1986 filed as Exhibit 4(a) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(b) -- Conformed Copy of Indenture dated as of November 1, 1991
between the Company and The First National Bank of Chicago
(now called Bank One Trust Company, National Association),
as Trustee, relating to the Senior Securities filed as
Exhibit 2(a) to the Company's Form 8-A Registration
Statement dated May 24, 1993 is hereby incorporated herein
by reference.
II-2
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
4(c)(1) -- Conformed copy of Indenture dated as of May 1, 1986 between
the Company and BNY Midwest Trust Company as successor to
Harris Trust and Savings Bank, as Trustee, relating to the
Senior Subordinated Securities filed as Exhibit 4(p) to the
Company's Form 10-K Annual Report for the year ended
December 31, 1986 is hereby incorporated herein by
reference.
4(c)(2) -- Conformed copy of First Supplemental Indenture dated as of
February 15, 1991 between the Company and BNY Midwest Trust
Company as successor to Harris Trust and Savings Bank, as
Trustee, relating to the Senior Subordinated Securities
filed as Exhibit 4.4 to the Company's Form 8-K Current
Report dated February 25, 1991 is hereby incorporated by
reference.
4(d)(1) -- Form of Senior Note with Optional Redemption Provisions
filed as Exhibit 4(d)(1) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
4(d)(2) -- Form of Senior Debenture with Optional Redemption and
Sinking Fund Provisions filed as Exhibit 4(d)(2) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(3) -- Form of Variable Rate Senior Note with Optional Redemption
and Repayment Provisions filed as Exhibit 4(d)(3) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(4) -- Form of Extendible Senior Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(d)(4) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(5) -- Form of Original Issue Discount Senior Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(d)(5) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(d)(6) -- Form of Zero Coupon Senior Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(d)(6) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(e)(1) -- Form of Senior Subordinated Note with Optional Redemption
Provisions filed as Exhibit 4(e)(1) to the Company's
Registration Statement on Form S-3 (Commission File
No. 33-5392) is hereby incorporated by reference.
4(e)(2) -- Form of Senior Subordinated Debenture with Optional
Redemption and Sinking Fund Provisions filed as
Exhibit 4(e)(2) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
II-3
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
4(e)(3) -- Form of Variable Rate Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(3) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(4) -- Form of Extendible Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(4) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(5) -- Form of Original Issue Discount Senior Subordinated Note
with Optional Redemption and Repayment Provisions filed as
Exhibit 4(e)(5) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(6) -- Form of Zero Coupon Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(6) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
* 5 -- Opinion of Counsel of the Company.
12 -- Computation of ratios of earnings to fixed charges for the
years ended December 31, 1999, 1998, 1997, 1996 and 1995 and
the nine months ended September 30, 2000 filed as
Exhibit 12 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000 is hereby
incorporated by reference.
*23(a) -- Consent of Steve R. Wagner, Esq. (included in Exhibit 5).
*23(b)(1) -- Consent of KPMG LLP.
*23(b)(2) -- Consent of Deloitte & Touche LLP.
*25(a) -- Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939 of Bank One Trust Company, National Association,
as Trustee.
*25(b) -- Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939 of BNY Midwest Trust Company, as Trustee.
- ------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(A) UNDERTAKINGS PURSUANT TO ITEM 512 OF REGULATION S-K.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that is incorporated
in this registration statement by reference;
II-4
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that is
incorporated in this registration statement by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment and each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(B) UNDERTAKINGS IN RESPECT OF INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised 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. In the event that a claim
for indemnification by the registrant against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa on the 26th day of
January, 2001.
WELLS FARGO FINANCIAL, INC.
By: /s/ DENNIS E. YOUNG
--------------------------------
Dennis E. Young
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed below by the following
persons, in the capacities indicated, on the 26th day of January, 2001.
SIGNATURE TITLES
--------- ------
/s/ DANIEL W. PORTER Chairman of the Board and Chief
------------------------------------------- Executive Officer (Principal
(Daniel W. Porter) Executive Officer)
/s/ THOMAS P. SHIPPEE President and Chief Operating
------------------------------------------- Officer and Director
(Thomas P. Shippee)
/s/ PATRICIA J. MCFARLAND Senior Vice President, General
------------------------------------------- Counsel and Secretary and Director
(Patricia J. McFarland)
Director
-------------------------------------------
Stanley S. Stroup
/s/ DENNIS E. YOUNG Executive Vice President and Chief
------------------------------------------- Financial Officer and Director
(Dennis E. Young) (Principal Financial Officer)
/s/ ERIC T. TORKELSON Senior Vice President and Controller
------------------------------------------- (Principal Accounting Officer)
(Eric T. Torkelson)
II-6
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ------------------------------------------------------------
5 Opinion of Counsel of the Company.
23(a) Consent of Steve R. Wagner, Esq. (included in Exhibit 5).
23(b)(1) Consent of KPMG LLP.
23(b)(2) Consent of Deloitte & Touche LLP.
25(a) Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Bank One Trust Company,
National Association, as Trustee.
25(b) Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of BNY Midwest Trust
Company, as Trustee.