File Pursuant to Rule 424(b)(5)
Registration No. 333-33096
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 18, 2000)
$500,000,000
WELLS FARGO FINANCIAL, INC.
6.125% SENIOR NOTES DUE FEBRUARY 15, 2006
---------------
These notes bear interest at the rate of 6.125% per year. Interest on the
notes is payable on February 15 and August 15 of each year, beginning
August 15, 2001. The notes will mature on February 15, 2006 and are not
redeemable before that date unless certain events occur involving U.S. taxation
as described under "Description of the Notes--Redemption Upon Tax Event."
We have applied to list the notes on the Luxembourg Stock Exchange in
accordance with the rules of the Luxembourg Stock Exchange.
The notes are unsecured and rank equally with all of our other senior
unsecured and unsubordinated debt. The notes will be issued only in registered
form in denominations of $1,000 and integral multiples thereof.
------------------------
PER NOTE TOTAL
-------- ------------
Price to investors (1)..................................... 99.885% $499,425,000
Underwriting discount...................................... 0.350% $ 1,750,000
Proceeds, before expenses, to Wells Fargo Financial........ 99.535% $497,675,000
- ------------------------
(1) Plus accrued interest from February 14, 2001, if settlement occurs after
that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION NOR THE LUXEMBOURG STOCK EXCHANGE NOR ANY FOREIGN GOVERNMENTAL AGENCY
HAS APPROVED OR DISAPPROVED OF THE NOTES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL AND COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about February 14, 2001. The notes have been
approved for clearance through the Clearstream and Euroclear systems.
------------------------
DEUTSCHE BANC ALEX. BROWN SALOMON SMITH BARNEY
---------------
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS
MERRILL LYNCH & CO.
JP MORGAN
------------------------
MIZUHO INTERNATIONAL PLC WELLS FARGO INSTITUTIONAL BROKERAGE
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 7, 2001.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Wells
Fargo Financial has not authorized anyone to provide you with different
information. Wells Fargo Financial is not making an offer of these securities in
any state or other jurisdiction where the offer is not permitted. You should not
assume that the information provided by this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the
front of this prospectus supplement.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
--------
Where You Can Find More Information About Wells Fargo
Financial................................................. S-3
Incorporation of Information We File with the SEC........... S-3
Recent Financial Results.................................... S-4
Ratios of Earnings to Fixed Charges......................... S-4
Capitalization.............................................. S-5
Selected Financial Data..................................... S-6
Description of the Notes.................................... S-8
Material U.S. Federal Income Tax Consequences............... S-16
Underwriting................................................ S-20
Listing and General Information............................. S-22
PROSPECTUS
Where You Can Find More Information About Wells Fargo
Financial................................................. 1
Incorporation of Information We File with the SEC........... 1
Wells Fargo Financial, Inc.................................. 1
Use of Proceeds............................................. 2
Ratios of Earnings to Fixed Charges......................... 2
Description of the Debt Securities.......................... 2
Plan of Distribution........................................ 9
Legal Opinions.............................................. 10
Experts..................................................... 10
The notes are offered globally for sale in those jurisdictions in the United
States, Canada, Europe, Asia and elsewhere where it is lawful to make such
offers. See "Underwriting."
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to Wells Fargo Financial. Wells Fargo Financial accepts
responsibility for the information contained in this prospectus supplement and
the accompanying prospectus and confirms, having made all reasonable inquiries,
that to the best of its knowledge and belief there are no other facts the
omission of which would make any statement herein or in the prospectus
misleading in any material respect.
The Luxembourg Stock Exchange takes no responsibility for the contents of
this document, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss however arising from
or in reliance upon the
S-2
whole or any part of the contents of this prospectus supplement and the
accompanying prospectus.
References herein to "$" and "dollars" are to the currency of the United
States.
In connection with this offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may over-allot or effect transactions which stabilize or
maintain the market price of the notes at a level which might not otherwise
prevail. Any stabilizing, if commenced, may discontinue at any time. These
transactions are to be carried out in accordance with applicable laws and
regulations.
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 supplement.
Information that we file later with the Securities and Exchange Commission will
automatically update and supercede information contained in this prospectus
supplement and the accompanying prospectus. We incorporate by reference the
documents listed below and any past or 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 Report on Form 10-Q for the quarter ended March 31, 2000;
--Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
--Quarterly Report on Form 10-Q for the quarter ended September 30, 2000;
--Current Report on Form 8-K dated June 30, 2000.
You may request a free copy of any of these filings (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this prospectus
supplement incorporates by reference) 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
S-3
In addition, copies of any of these filings, as well as our annual report on
Form 10-K for the year ended December 31, 1998, may be obtained free of charge
from Banque Generale du Luxembourg S.A., 50, Avenue J.F. Kennedy, L-2951,
Luxembourg, our listing agent, paying agent and transfer agent for the notes in
Luxembourg.
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.
RECENT FINANCIAL RESULTS
On January 17, 2001, Wells Fargo Financial announced total income (revenues)
of $2,233,484,000 and net income of $241,054,000 for the year ended
December 31, 2000. These results reflect a 2% increase from total income and a
9% decrease from net income for the year ended December 31, 1999.
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:
YEAR ENDED DECEMBER 31,
- --------------------------------- NINE MONTHS ENDED
1995 1996 1997 1998 1999 SEPTEMBER 30, 2000
- ----- ----- ----- ----- ----- ------------------
2.13x 2.11x 2.00x 1.72x 1.78x 1.58x
For the purpose of calculating the ratios 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 expense plus the portion of rentals,
which we deem to be representative of the interest factor.
S-4
CAPITALIZATION
The following table presents the consolidated capitalization of Wells Fargo
Financial at September 30, 2000.
SEPTEMBER 30,
2000
--------------
(IN THOUSANDS)
Short-term debt
Commercial paper.......................................... $ 2,567,988
Indebtedness to affiliates due within one year............ 443,737
Other short-term indebtedness............................. 179,340
-----------
Total short-term debt................................. 3,191,065
-----------
Long-term debt
Senior debt............................................... 6,233,852
Indebtedness to affiliate................................. 500,000
-----------
Total long-term debt.................................. 6,733,852
-----------
Stockholder's equity
Common stock (without par value; 1,000 shares authorized;
1,000 shares issued and outstanding).................... 3,855
Additional paid-in capital................................ 209,124
Retained earnings......................................... 1,465,892
Accumulated other comprehensive loss, net of income
taxes................................................... (15,240)
-----------
Total stockholder's equity............................ 1,663,631
-----------
Total debt and stockholder's equity................... $11,588,548
===========
The above table does not give effect to our issuance or assumption of
$1,420,754,000 in aggregate principal amount of indebtedness, the issuance of
the notes and our repayment of $190,816,000 in aggregate principal amount of
indebtedness subsequent to September 30, 2000. Since September 30, 2000, we
issued $300,000,000 of 7% Senior Notes due November 1, 2005 and $300,000,000 of
Floating Rate Senior Notes due January 11, 2002, we assumed $807,410,000 of
indebtedness in connection with two acquisitions, we repaid $150,000,000 in
long-term senior debt and one of our Canadian subsidiaries issued $13,344,000 in
aggregate principal amount of indebtedness and paid $40,816,000 in aggregate
principal amount of indebtedness that matured on December 1, 2000. Except as
noted above, there has been no material change in the consolidated
capitalization of Wells Fargo Financial since September 30, 2000.
All of the outstanding common stock of Wells Fargo Financial, Inc. is fully
paid and nonassessable.
S-5
SELECTED FINANCIAL DATA
The following table presents selected financial data of Wells Fargo
Financial and its subsidiaries for the periods specified. We have derived this
data from, and you should read this data in conjunction with, our audited
consolidated financial statements filed as part of our Annual Reports on
Form 10-K for our fiscal years ended December 31, 1995, 1996, 1997, 1998 and
1999 and our unaudited consolidated financial statements filed as part of our
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999 and
2000, which are available as described under "Where You Can Find More
Information" in this prospectus supplement and the accompanying prospectus.
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1995 1996 1997 1998 1999 1999 2000
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)
(IN THOUSANDS)
INCOME STATEMENT DATA:
Income:
Finance charges and
interest.................... $1,118,265 $1,208,794 $1,282,576 $1,498,692 $1,637,441 $1,211,569 $1,394,702
Insurance premiums and
commissions................. 141,233 182,259 232,890 280,207 305,320 253,811 83,781
Other income.................. 167,847 191,940 213,330 226,866 241,503 182,656 156,626
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total income.................... 1,427,345 1,582,993 1,728,796 2,005,765 2,184,264 1,648,036 1,635,109
Expenses:
Operating expenses............ 461,910 514,890 551,829 678,197 781,366 576,590 606,017
Interest and debt expense..... 359,079 372,859 401,736 485,784 520,063 381,620 466,067
Provision for credit losses... 143,318 198,480 235,877 304,274 272,136 196,611 252,097
Insurance losses and loss
expenses.................... 47,224 72,337 125,822 177,238 196,148 179,832 36,267
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Expenses.................. 1,011,531 1,158,566 1,315,264 1,645,493 1,769,713 1,334,653 1,360,448
Income before income taxes...... 415,814 424,427 413,532 360,272 414,551 313,383 274,661
Income taxes.................... 147,873 148,096 144,082 121,668 149,190 112,329 101,159
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income...................... $ 267,941 $ 276,331 $ 269,450 $ 238,604 $ 265,361 $ 201,054 $ 173,502
========== ========== ========== ========== ========== ========== ==========
S-6
AS OF DECEMBER 31, AS OF SEPTEMBER 30,
---------------------------------------------------------------- -------------------------
1995 1996 1997 1998 1999 1999 2000
---------- ---------- ---------- ----------- ----------- ----------- -----------
(UNAUDITED)
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents... $ 72,991 $ 141,692 $ 94,600 $ 139,184 $ 178,970 $ 184,419 $ 183,631
Securities
available-for-sale........ 757,291 816,980 1,063,600 1,203,500 1,224,666 1,209,755 1,198,378
Total finance receivables... 5,834,844 5,949,435 7,114,121 8,270,227 9,072,306 8,800,985 10,361,768
Less allowance for credit
losses.................... 158,618 169,133 297,800 350,984 367,712 363,896 414,259
---------- ---------- ---------- ----------- ----------- ----------- -----------
Finance receivables--net.... 5,676,226 5,780,302 6,816,321 7,919,243 8,704,594 8,437,089 9,947,509
Notes and other
receivables--
affiliates................ 583,648 574,344 646,832 499,123 487,822 408,953 401,675
Property and equipment (at
cost, less accumulated
depreciation)............. 63,888 75,068 102,537 187,695 69,374 248,086 62,793
Deferred income taxes....... 40,072 34,456 64,420 60,717 130,496 76,950 148,893
Other assets................ 345,143 338,003 533,614 506,745 487,491 454,822 383,262
---------- ---------- ---------- ----------- ----------- ----------- -----------
Total assets................ $7,539,259 $7,760,845 $9,321,924 $10,516,207 $11,283,413 $11,020,074 $12,326,141
========== ========== ========== =========== =========== =========== ===========
Loans payable--short-term:
Commercial paper.......... $1,739,683 $1,732,095 $1,664,796 $ 2,662,321 $ 2,437,676 $ 1,985,017 $ 2,567,988
Affiliates................ -- 173,006 392,165 194,453 432,199 473,945 443,737
Other..................... 218,800 195,000 170,000 237,467 256,916 46,788 179,340
Unearned insurance premiums
and commissions........... 140,020 136,564 143,478 132,793 140,547 136,747 142,078
Insurance claims and policy
reserves.................. 34,683 35,893 30,566 29,750 34,124 33,883 34,698
Accrued interest payable.... 76,916 75,765 93,344 96,482 102,695 108,675 118,326
Other payables to
affiliates................ -- 5,565 13,815 44,173 3,297 -- 99,932
Other liabilities........... 210,029 216,031 228,557 280,737 374,558 370,912 342,559
Long-term debt:
Senior.................... 4,081,531 4,132,894 5,221,413 5,272,818 5,913,837 6,277,445 6,233,852
Affiliate................. -- -- -- -- -- -- 500,000
---------- ---------- ---------- ----------- ----------- ----------- -----------
Total liabilities........... 6,501,662 6,702,813 7,958,134 8,950,994 9,695,849 9,433,412 10,662,510
Stockholder's equity........ 1,037,597 1,058,032 1,363,790 1,565,213 1,587,564 1,586,662 1,663,631
---------- ---------- ---------- ----------- ----------- ----------- -----------
Total liabilities and
stockholder's equity...... $7,539,259 $7,760,845 $9,321,924 $10,516,207 $11,283,413 $11,020,074 $12,326,141
========== ========== ========== =========== =========== =========== ===========
S-7
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered by
this prospectus supplement and the accompanying prospectus (the "notes") hereby
supplements the description of the general terms and provisions of the debt
securities set forth in the accompanying prospectus.
GENERAL
The notes will be issued under an Indenture, dated as of November 1, 1991
(the "Indenture"), between us and Bank One Trust Company, National Association
(formerly known as The First National Bank of Chicago), as trustee (the
"Trustee").
The notes initially will be limited to $500,000,000 in aggregate principal
amount and will mature on February 15, 2006. The notes will bear interest from
February 14, 2001 at 6.125% per year. We will pay interest semi-annually on each
February 15 and August 15, beginning on August 15, 2001, to the person in whose
name the notes are registered at the close of business on the February 1 or
August 1 record date prior to the payment date. If the interest payment date is
not a Business Day at the relevant place of payment, payment of interest will be
made on the next Business Day at such place of payment. Interest will not accrue
as a result of any delayed payment. "Business Day" means any day that is not a
Saturday or Sunday and that is not a day on which banking institutions are
generally authorized or obligated by law to close in the City of New York and,
for any place of payment outside of the City of New York, in such place of
payment. Unless previously redeemed or purchased and cancelled, the notes will
mature on February 15, 2006, and we will pay 100% of the principal amount
thereof together with accrued and unpaid interest thereon.
FURTHER ISSUES
We may from time to time, without notice to, or the consent of, the
registered holders of the notes, create and issue further notes equal in rank to
the notes offered by this prospectus supplement in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of
the further notes or except for the first payment of interest following the
issue date of the further notes). These further notes may be consolidated and
form a single series with the notes and will have the same terms as to status,
redemption or otherwise as the notes.
PAYMENT OF ADDITIONAL AMOUNTS
We will pay to the holder of any note who is a United States Alien, as
defined below, additional amounts as may be necessary so that every net payment
of the principal of, interest on and any other amounts payable under that note,
after deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon that holder by the United
States or any taxing authority thereof or therein, will not be less than the
amount provided in that note to be then due and payable. We will not be
required, however, to make any payment of additional amounts for or on account
of:
(a) any tax, assessment or other governmental charge that would not have
been imposed but for (1) the existence of any present or former connection
between that holder (or between a fiduciary, settlor, beneficiary of, member
or shareholder of, or possessor of a power over, that holder, if that holder
is an estate, trust, limited liability company, partnership or corporation)
and the United States including, without limitation, that holder, or that
fiduciary, settlor, beneficiary, member, shareholder or
S-8
possessor, being or having been a citizen or resident or treated as a
resident of the United States or being or having been engaged in trade or
business in, or present in, the United States;
(b) any tax, assessment or other governmental charge to the extent such
tax, assessment or governmental charge would not have been imposed but for
the presentation of a note for payment on a date more than 30 days after the
later of the date on which that payment becomes due and payable or the date
on which payment is duly provided for and notice is given to holders;
(c) any estate, inheritance, gift, sales, transfer, excise, personal
property or similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental charge imposed by reason
of that holder's past or present status as a passive foreign investment
company, a controlled foreign corporation, a personal holding company or
foreign personal holding company (in each case, with respect to the United
States) or as a corporation which accumulates earnings to avoid United
States federal income tax;
(e) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payment of the principal of, interest on
or any other amounts payable under that note;
(f) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of the principal of, interest
on or any other amounts payable under any note if that payment can be made
without withholding by any other paying agent;
(g) any tax, assessment or other governmental charge which would not
have been imposed but for the failure of the holder to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connections with the
United States of the holder or beneficial owner of that note, if such
compliance is required by statute or by regulation of the U.S. Treasury
Department as a precondition to a partial or complete relief or exemption
from such tax, assessment or other governmental charge (including, but not
limited to, the failure to provide IRS Forms W-8BEN, W-8ECI or any
subsequent versions thereof or successors thereto);
(h) any tax, assessment or other governmental charge imposed by reason
of the holder or beneficial owner (1) owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all
classes of our stock or (2) being a controlled foreign corporation with
respect to the United States with respect to which we are a "related
person"; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);
nor will we pay any additional amounts to any holder who is a fiduciary or
partnership other than the sole beneficial owner of that note to the extent that
a beneficiary or settlor with respect to that fiduciary, or a member of that
partnership or a beneficial owner thereof would not have been entitled to the
payment of those additional amounts had that beneficiary, settlor, member or
beneficial owner been the holder of that note.
"United States Alien" means any person that is, as to the United States, a
foreign corporation, foreign partnership, foreign trust, foreign estate or a
non-resident alien individual.
S-9
REDEMPTION UPON TAX EVENT
The notes may be redeemed at our option in whole, but not in part, on not
more than 60 days' and not less than 30 days' notice, at a redemption price
equal to 100% of their principal amount, plus accrued and unpaid interest on the
notes, if we determine that as a result of any change in or amendment to the
laws, treaties, regulations or rulings of the United States or any political
subdivision or taxing authority thereof, or any proposed change in such laws,
treaties, regulations or rulings, or any change in the official application,
enforcement or interpretation of those laws, treaties, regulations or rulings,
including a holding by a court of competent jurisdiction in the United States,
or any other action, other than an action predicated on law generally known on
or before February 7, 2001, taken by any taxing authority or a court of
competent jurisdiction in the United States, or the official proposal of any
action, whether or not the action or proposal was taken or made with respect to
our company, (A) we have or will become obligated on the next interest payment
date to pay additional amounts as described under "--Payment of Additional
Amounts" on any note or (B) there is a substantial likelihood that we will be
required to pay such additional amounts on the next interest payment date. Prior
to the publication of any notice of redemption, we will deliver to the trustee
(1) an officers' certificate stating that we are entitled to effect a redemption
and setting forth a statement of facts showing that the conditions precedent to
our right to so redeem have occurred and (2) an opinion of counsel to that
effect based on that statement of facts. If we redeem the notes upon a tax
event, we will publish a notice of that redemption in Luxembourg in the
LUXEMBURGER WORT at the time notice is given to the holders of the notes as
described above and notify the Luxembourg Stock Exchange.
DEPOSITARY
Upon issuance, all notes will be represented by one or more fully registered
global notes ("Global Notes"). Each such Global Note will be deposited with, or
on behalf of, The Depository Trust Company or any successor thereto ("DTC" or
the "Depositary"), as Depositary, and registered in the name of Cede & Co.
(DTC's partnership nominee). Investors may elect to hold interests in the Global
Notes through either the Depositary (in the United States) or Clearstream
Banking Luxembourg S.A. ("Clearstream"), or Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), if they are participants in such
systems, or indirectly through organizations which are participants in such
systems. See "--Book-Entry System" and "--Global Clearance and Settlement
Procedures" below.
BOOK-ENTRY SYSTEM
As indicated above, upon issuance, all notes will be represented by one or
more Global Notes. Each Global Note will be deposited with, or on behalf of, DTC
and registered in the name of Cede & Co. (the Depositary's partnership nominee).
Unless and until exchanged in whole or in part for notes in definitive form, no
Global Note may be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor of such Depositary or a nominee of such successor.
Investors may elect to hold interests in Global Notes through either the
Depositary (in the United States) or Clearstream, or Euroclear, if they are
participants in such systems, or indirectly through organizations which are
participants in such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the
S-10
depositaries' names on the books of the Depositary. Citibank, N.A. will act as
depositary for Clearstream and The Chase Manhattan Bank will act as depositary
for Euroclear (in such capacities, the "U.S. Depositaries").
So long as the Depositary, or its nominee, is a registered owner of a Global
Note, the Depositary or its nominee, as the case may be, will be considered the
sole owner or holder of notes represented by such Global Note for all purposes
under the Indenture. Except as provided below, the actual owner of notes
represented by a Global Note (the "Beneficial Owner") will not be entitled to
have the notes represented by such Global Note registered in their names, will
not receive or be entitled to receive physical delivery of the notes in
definitive form and will not be considered the owners or holders thereof under
the Indenture, including for purposes of receiving any reports delivered by
Wells Fargo Financial or the Trustee pursuant to the Indenture. Accordingly,
each person owning a beneficial interest in a Global Note must rely on the
procedures of the Depositary and, if such person is not a participant of the
Depositary (a "Participant"), on the procedures of the Participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture. Wells Fargo Financial understands that under existing industry
practices, in the event that Wells Fargo Financial requests any action of
holders or that an owner of a beneficial interest which a holder is entitled to
give or take under the Indenture, the Depositary would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by the Depositary to Participants, by Participants to Indirect
Participants, as defined below, and by Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
If (x) the Depositary is at any time unwilling or unable to continue as
Depositary and a successor depositary is not appointed by Wells Fargo Financial
within 90 days, (y) Wells Fargo Financial executes and delivers to the Trustee a
company order to the effect that Global Notes shall be exchangeable or (z) an
event of default (as defined in the prospectus) has occurred and is continuing
with respect to the notes, the Global Notes will be exchangeable for notes in
definitive form of like tenor and of an equal aggregate principal amount, in
denominations of $1,000 and integral multiples thereof. Such definitive notes
shall be registered in such name or names as the Depositary shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from Participants with respect to ownership of
beneficial interests in such Global Notes.
The following is based on information furnished by DTC:
DTC will act as securities depositary for the notes. Notes will be issued as
fully registered notes registered in the name of Cede & Co. (DTC's partnership
nominee). One or more fully registered Global Notes will be issued for the notes
in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its Participants deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
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electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants of DTC ("Direct Participants") include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by The
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to DTC's system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
Purchases of notes under DTC's system must be made by or through Direct
Participants, which will receive a credit for notes on DTC's records. The
ownership interest of each Beneficial Owner is in turn to be recorded on the
records of Direct Participants and Indirect Participants. Beneficial Owners will
not receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
Participants or Indirect Participants through which such Beneficial Owner
entered into the transaction. Transfers of ownership interests in notes are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in notes, except as provided above.
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
notes with DTC and their registration in the name of Cede & Co. effect no change
in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to notes. Under
its usual procedures, DTC mails an Omnibus Proxy to Wells Fargo Financial as
soon as possible after the applicable record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts notes are credited on the applicable record date (identified in a
listing attached to the Omnibus Proxy).
Principal and/or interest payments on notes will be made in immediately
available funds to DTC. DTC's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on the Depositary's records unless DTC has reason to believe that
it will not receive payment on such date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of DTC, the Trustee, any Paying Agent or Wells Fargo Financial, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and/or interest to DTC is the responsibility of Wells
Fargo Financial or the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of
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such payments to the Beneficial Owners shall be the responsibility of Direct
Participants and Indirect Participants.
DTC may discontinue providing its services as securities depositary with
respect to notes at any time by giving reasonable notice to Wells Fargo
Financial or the Trustee. Under such circumstances, in the event that a
successor securities depositary is not obtained, definitive notes are required
to be printed and delivered.
Wells Fargo Financial may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). In that
event, definitive notes will be printed and delivered.
Clearstream advises that it is incorporated under the laws of Luxembourg as
a professional depositary. Clearstream holds securities for its participating
organizations ("Clearstream Participants") and facilitates the clearance and
settlement of securities transactions between Clearstream Participants through
electronic book-entry changes in accounts of Clearstream Participants, thereby
eliminating the need for physical movement of certificates. Clearstream provides
to Clearstream Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream interfaces with domestic
markets in several countries. As a professional depositary, Clearstream is
subject to regulation by the Luxembourg Monetary Institute. Clearstream
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, trust companies, clearing
corporations and certain other organizations and may include the underwriters of
the notes. Indirect access to Clearstream is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream Participant either directly or
indirectly.
Distributions with respect to notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream Participants in accordance with
its rules and procedures, to the extent received by the U.S. Depositary for
Clearstream.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear
Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the underwriters of the notes. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or
indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of
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payments with respect to securities in Euroclear. All securities in Euroclear
are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants, and has no record
of or relationship with persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear Participants in accordance with
the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with the Depositary's rules and will be settled in
immediately available funds using the Depositary's Same-Day Funds Settlement
System. Secondary market trading between Clearstream Participants and/or
Euroclear Participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream and Euroclear and will
be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depositary on the one hand, and directly or indirectly through
Clearstream or Euroclear Participants, on the other, will be effected in the
Depositary in accordance with the Depositary rules on behalf of the relevant
European international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving notes in the Depositary, and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable to
the Depositary. Clearstream Participants and Euroclear Participants may not
deliver instructions directly to the Depositary.
Because of time-zone differences, credits of notes received in Clearstream
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and will be credited the
business day following the Depositary settlement date. Such credits or any
transactions in notes settled during such processing will be reported to the
relevant Euroclear or Clearstream Participants on such business day. Cash
received in Clearstream or Euroclear as a result of sales of notes by or through
a Clearstream Participant or a Euroclear Participant to a DTC Participant will
be received with value on the Depositary settlement date but will be available
in the relevant Clearstream or Euroclear cash account only as of the business
day following settlement in the Depositary.
Although the Depositary, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of notes among
participants of the Depositary, Clearstream and Euroclear, they are under no
obligation to perform or continue to perform such procedures and such procedures
may be discontinued at any time.
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NOTICES
Notices to holders of the notes will be sent by mail to the registered
holders and will be published, whether the notes are in global or definitive
form, and so long as the notes are listed on the Luxembourg Stock Exchange, in a
daily newspaper of general circulation in Luxembourg. It is expected that
publication will be made in Luxembourg in the LUXEMBURGER WORT. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. So long as
the notes are listed on the Luxembourg Stock Exchange, any change in the
Luxembourg Paying Agent and Transfer Agent will be published in Luxembourg in
the manner set forth above.
REDEMPTION
The notes may not be redeemed prior to maturity except as described under
"--Redemption Upon Tax Event."
PRESCRIPTION
Under New York's statute of limitations, any legal action to enforce our
payment obligations evidenced by the notes must be commenced within six years
after payment is due. Thereafter our payment obligations will generally become
unenforceable.
CONCERNING THE TRUSTEE
An affiliate of the Trustee, Banc One Capital Markets, Inc., is an
underwriter for this offering. Bank One N.A., another affiliate of the Trustee,
provides commercial banking services to us and certain of our affiliates from
time to time.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following section summarizes certain United States federal income tax
consequences relating to the ownership of the notes. This section does not apply
to you if you are subject to special tax rules, such as those that apply to:
- brokers and security dealers;
- traders in securities that elect to mark to market;
- banks;
- life insurance companies;
- tax-exempt organizations;
- persons who will hold the notes as part of a hedging, straddle, integrated
or conversion transaction; or
- persons whose functional currency for tax purposes is not the U.S. dollar.
This section is based upon the laws, regulations, rulings and decisions
currently in effect, which could change at any time (possibly with retroactive
effect). The discussion does not address foreign, state and local tax issues and
does not address estate, gift or alternative minimum tax issues. Additionally,
this section, except as otherwise noted, deals only with persons who will hold
their notes as capital assets. You should consult with your own tax advisor
concerning all of the tax consequences of owning a note.
U.S. BENEFICIAL OWNERS
This section describes your tax consequences if you are a "U.S. beneficial
owner." You are a U.S. beneficial owner if you are a beneficial owner of a note
and you are, for United States federal income tax purposes:
- a citizen or resident of the United States;
- a domestic corporation;
- a domestic partnership (except as may be provided in Treasury
Regulations);
- an estate the income of which is includible in gross income for United
States tax purposes regardless of its source; or
- a trust where a United States court is able to exercise primary
supervision over your administration and where one or more U.S. persons
have authority to control all your substantial decisions (or if you are a
trust that was in existence on or before August 20, 1997, you were
properly treated as U.S. person for U.S. federal income tax purposes under
the law in effect prior to August 20, 1997 and you properly elected to
continue to be treated as a U.S. person for U.S. federal income tax
purposes subsequent to August 20, 1997).
If you are not a U.S. beneficial owner, this section does not apply to you, and
you should refer to the section entitled "Non-U.S. beneficial owners."
INTEREST. For United States federal income tax purposes, interest on the
notes will be taxable to you when it is received or accrued, depending upon your
method of tax accounting.
SALE OF NOTES. Upon a sale, exchange or redemption of a note, you will
generally recognize gain or loss equal to the difference between the amount
realized on the sale (not
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including any amounts attributable to accrued and unpaid interest) and your
adjusted basis in the note for United States federal income tax purposes. Except
to the extent attributable to accrued but unpaid interest on the note (and
subject to the market discount rules discussed below), any gain or loss you
recognize on the sale of a note will be capital gain or loss.
MARKET DISCOUNT. If the amount you pay for a note is less than its
principal amount (other, generally, than on original issuance) that difference
will constitute market discount, unless the market discount rules treat the
difference as DE MINIMIS. In general, unless you elect to include market
discount in income currently:
- any gain realized on a sale of a note acquired with market discount or
upon any payment of principal on such a note will be ordinary income to
the extent of accrued market discount; and
- deductions for interest on any debt you incur or continue to purchase or
carry the note may be deferred until you sell the note.
You may elect to include market discount in income currently, but generally
this election will apply to all debt instruments you acquire during or after the
first taxable year to which the election applies and you may not revoke this
election without the consent of the Internal Revenue Service ("IRS"). You should
consult a tax advisor before making this election.
PREMIUM. If you buy a note for an amount in excess of its principal amount,
that excess will constitute bond premium. You may elect to amortize bond
premium. If you make this election:
- amortizable bond premium will generally be treated as a reduction of your
interest income from the notes determined on a constant yield basis;
- you will be required to reduce your basis in the notes by the amount of
your amortized bond premium.
Your election to amortize bond premium will generally apply to all debt
instruments (other than tax-exempt obligations) you hold on or after the first
day of the first taxable year to which the election applies, and you may not
revoke this election without the consent of the IRS. You should consult a tax
advisor before making the election. If you do not make (or have not previously
made) the election, you will not be entitled to amortize any bond premium on the
notes.
NON-U.S. BENEFICIAL OWNERS
This section describes the tax consequences to a non-U.S. beneficial owner.
You are a non-U.S. beneficial owner if:
- you are the beneficial owner of a note;
- you have no connection with the United States other than holding a note;
and
- for United States federal income tax purposes, you are:
- a nonresident alien individual;
- a foreign corporation;
- a foreign partnership; or
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- an estate or trust that is not subject to United State income tax on a
net income basis.
If you are not a non-U.S. beneficial owner, this section does not apply to you.
Any gain you recognize on a sale of a note will not be subject to any
deduction or withholding for United States federal income tax purposes (except
possibly, for backup withholding as discussed below). Additionally, no United
States federal income tax deduction or withholding will be made from interest
paid on your notes, provided that:
- you do not actually or constructively own 10% or more of the combined
voting power of all classes of our stock;
- you are not a controlled foreign corporation with respect to which we are
a "related person" within the meaning of Section 864(d)(4) of the Code;
and
- you provide the U.S. paying agent with a statement signed by you under
penalties of perjury that (i) certifies that you are not a U.S. beneficial
owner and (ii) provides your name and address (or, instead, you may
provide your statement to a non-U.S. securities clearing organization or
other financial institution that holds customers' securities in the
ordinary course of its trade or business and that holds your notes, but
this entity must certify to the U.S. paying agent that you have provided
the required statement to it, or to a similar financial institution
between it and you, and must furnish the U.S. paying agent with a copy of
the statement).
Recently issued tax regulations, generally effective for payments after
December 31, 2000 subject to certain transition rules (the "New Regulations"),
attempt to unify the certification requirements discussed above, clarify
reliance standards and provide special rules applicable to "qualified
intermediaries" who enter into withholding agreements with the IRS.
Additionally, the New Regulations require, in the case of notes held by a
foreign partnership, that (a) the certification described above be provided by
the partners as well as the foreign partnership and (b) the partnership provide
certain information, including a United States taxpayer identification number.
Prospective investors are urged to consult their own tax advisors regarding the
effect and application of the New Regulations.
BACKUP WITHHOLDING
U.S. BENEFICIAL OWNERS. Generally, if you are a non-corporate U.S.
beneficial owner, payments made on your notes will have to be reported to the
IRS. In addition, any proceeds received from a sale of your notes will generally
have to be reported to the IRS. Backup withholding, at the rate of 31%, may
apply to payments made on your notes and to proceeds received from a sale of
your notes if you fail to provide an accurate certified taxpayer identification
number to the appropriate party or if you are notified by the IRS that you have
failed to report all interest and dividends required to be shown on your United
States federal income tax returns. Backup withholding is not an additional tax
and you will be able to claim a refund or credit for taxes withheld during any
taxable year at the time you file your U.S. federal income tax return for that
year.
NON-U.S. BENEFICIAL OWNERS. If you are a non-U.S. beneficial owner, you
will generally be exempt from backup withholding with respect to payments made
on your notes so long as you provide the certification described above under
"Non-U.S. beneficial owners." Even if you provide the certification, however,
payments of interest made to you will generally have to be reported to the IRS
by the payor on Form 1042-S.
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Proceeds you receive from a sale of your notes effected outside the United
States to or though a foreign office of a broker will generally be exempt from
backup withholding and information reporting. However, unless you certify as to
your non-U.S. status or otherwise establish an exemption, information reporting
(but not backup withholding) may apply to proceeds made though the foreign
office of a broker, if the broker is
- a U.S. person;
- a controlled foreign corporation for United States income tax purposes;
- a foreign person 50% or more of whose gross income from all sources for a
specified 3-year period is effectively connected with the conduct of a
trade or business within the United States; or
- under the New Regulations, a foreign partnership if it is engaged in a
trade or business in the United States or if 50% or more of its income or
capital interests are held by U.S. persons.
Proceeds received from a sale of your notes effected through the United States
office of a broker will be subject to backup withholding and reporting, unless
you certify as to your non-U.S. status or otherwise establish an exemption.
POSSIBLE EUROPEAN UNION REQUIREMENTS
The European Union is considering new procedures that would apply to you if
you are a tax resident of a member state and you receive interest on notes from
a paying agent located in another member state. Under these procedures, the
paying agent's member state would adopt one of the following rules:
- the paying agent would be required to withhold tax on interest paid to you
on the notes, unless you follow specified procedures to show that you have
reported the interest to the tax authorities in your state of residence;
or
- the interest paid to you would be reported to the tax authorities in your
state of residence by the paying agent's member state.
No decision has been made whether to adopt these requirements. Even if they are
adopted, it is not clear what their effective date will be. We advise you to
consult your tax advisor about the possible implications of these requirements.
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UNDERWRITING
We are selling the notes to the underwriters named below under an
underwriting agreement dated February 7, 2001. The underwriters, and the
principal amount of the notes that each of them has severally agreed to purchase
from us, are as follows:
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
Deutsche Banc Alex. Brown Inc........................ $175,000,000
Salomon Smith Barney Inc............................. 175,000,000
Banc of America Securities LLC....................... 25,000,000
Banc One Capital Markets, Inc........................ 25,000,000
BNP Paribas Securities Corp.......................... 25,000,000
Chase Securities Inc................................. 25,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated... 25,000,000
Mizuho International plc............................. 12,500,000
Wells Fargo Brokerage Services, LLC.................. 12,500,000
------------
Total............................................ $500,000,000
============
The underwriters propose initially to offer the notes to the public at the
public offering price set forth on the cover of this prospectus supplement and
to certain dealers at such price less a concession not in excess of 0.25% of the
principal amount of the notes. The underwriters may allow, and such dealers may
reallow, a discount not in excess of 0.20% of the principal amount of the notes
to certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
To facilitate this offering, Salomon Smith Barney Inc., on behalf of the
underwriters, may engage in transactions that stabilize, maintain or otherwise
affect the price of the notes. Specifically, Salomon Smith Barney Inc. may
over-allot in connection with the offering, creating a short position in the
notes for its own account. In addition, to cover over-allotments or to stabilize
the price of the notes, Salomon Smith Barney Inc. may bid for and purchase notes
in the open market. Finally, the underwriting syndicate may reclaim selling
concessions allowed to an underwriter or a dealer if the syndicate repurchases
previously distributed notes in transactions to cover syndicate short positions,
in stabilization transactions or otherwise.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the notes to be higher than it
might be in the absence of such purchases.
The underwriters do not, nor do we, make any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any of the
underwriters make any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
The notes are offered for sale in those jurisdictions in the United States,
Canada, Europe, Asia and elsewhere where it is lawful to make such offers. Each
of the underwriters has represented and agreed that it has not offered, sold or
delivered and will not offer, sell or deliver any of the notes directly or
indirectly, or distribute this prospectus supplement or the accompanying
prospectus or any other offering material relating to the notes, in or from any
jurisdiction except under circumstances that will result in compliance with the
applicable laws and regulations thereof and that will not impose any obligations
on Wells Fargo
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Financial except as set forth in the underwriting agreement. In particular, each
underwriter has represented and agreed that:
(i) it has not offered or sold and will not offer or sell any notes to
persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the notes except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995 (as amended);
(ii) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue
of the notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom such document may otherwise
lawfully be issued or passed on;
(iii) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to any notes in, from or otherwise involving the United Kingdom;
(iv) it will not offer or sell any notes directly or indirectly in Japan
or to, or for the benefit of any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, Securities and Exchange Law of Japan
and any other applicable laws and regulations of Japan. For purposes of this
paragraph, "Japanese person" shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan;
(v) it is aware of the fact that no German selling prospectus
(VERKAUFSPROSPEKT) has been or will be published in respect of the sale of
the notes and that it will comply with the Securities Selling Prospectus Act
(the "Act") of the Federal Republic of Germany
(WERTPAPIER-VERKAUFSPROSPEKTGESET). In particular, each underwriter has
undertaken not to engage in public offering (OFFENTLICHE ANBIETEN) in the
Federal Republic of Germany with respect to any notes otherwise than in
accordance with the Act and any other act replacing or supplementing the Act
and all other applicable laws and regulations; and
(vi) the notes are being issued and sold outside the Republic of France
and that, in connection with their initial distribution, it has not offered
or sold and will not offer or sell, directly or indirectly, any notes to the
public in the Republic of France, and that it has not distributed and will
not distribute or cause to be distributed to the public in the Republic of
France the prospectus supplement, the prospectus or any other offering
material relating to the notes, and that such offers, sales and
distributions have been and shall be made in France only to (a) qualified
investors (INVESTISSEURS QUALFIES) and/or (b) a restricted group of
investors (CERCLE RESTREINT D'INVESTISSEURS), all as defined in Article 6 of
ordonnance no. 67-833 dated 28th September, 1967 (as amended) and decret
no. 98-880 dated 1st October, 1998.
We estimate our expenses in connection with this offering, other than
underwriting discounts and commissions, will be approximately $50,000. We
estimate the net proceeds of this offering, after estimated expenses, will be
approximately $497,625,000.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. We have also
agreed to contribute to the payments the underwriters may be required to make
because of those liabilities.
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One of the underwriters, Wells Fargo Brokerage Services, LLC, is an
affiliate of Wells Fargo Financial. The participation of Wells Fargo Brokerage
Services, LLC in the offer and sale of the notes as described in this prospectus
supplement complies and will comply with Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD") regarding the
offer and sale of securities of an affiliate. No NASD member participating in
offers and sales of securities will execute a transaction in the notes in a
discretionary account without the prior specific written approval of the
members' customer. Any obligation of Wells Fargo Brokerage Services, LLC is the
sole obligation of Wells Fargo Brokerage Services, LLC and does not create an
obligation on the part of Wells Fargo Financial or any other affiliate of Wells
Fargo Financial.
This prospectus supplement and the accompanying prospectus may be used by
Wells Fargo Brokerage Services, LLC in connection with offers and sales related
to secondary market transactions in the notes. Wells Fargo Brokerage Services,
LLC may act as principal or agent in such transactions. These sales will be made
at prices related to prevailing market prices at the time of sale.
One of the underwriters, Banc One Capital Markets, Inc., is an affiliate of
the Trustee, Bank One Trust Company, National Association. Certain affiliates of
certain of the underwriters also provide commercial banking services to us and
certain of our affiliates from time to time.
LISTING AND GENERAL INFORMATION
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, Wells Fargo Financial has
deposited its certificate of incorporation and by-laws and a legal notice
relating to the issuance of the notes with the Registrar of the District Court
of Luxembourg (GREFFIER EN CHEF DU TRIBUNAL D'ARRONDISSEMENT DE ET A
LUXEMBOURG), where copies may be obtained upon request. So long as any of the
notes is outstanding, copies of these documents, together with this prospectus
supplement, the accompanying prospectus, the Indenture, a copy of the Global
Note representing the notes, our annual reports on Form 10-K for the years ended
December 31, 1998 and 1999 our quarterly report on Form 10-Q for the quarter
ended September 30, 2000, and all future annual reports and quarterly reports,
will be made available free of charge at the main office of Banque Generale du
Luxembourg S.A. our listing agent, paying agent and transfer agent for the notes
in Luxembourg. Banque Generale du Luxembourg S.A., will act as intermediary
between the Luxembourg Stock Exchange and Wells Fargo Financial and the holders
of the notes.
Except as disclosed in this prospectus supplement or the accompanying
prospectus, including the documents incorporated by reference, there has been no
material adverse change in the financial position of Wells Fargo Financial since
December 31, 1999.
Our annual reports include our audited consolidated financial statements as
of the dates and for the periods presented in those reports. The quarterly
reports include our unaudited consolidated financial statements as of the dates
and for the periods presented in those reports. We do not make non-consolidated
financial statements publicly available. The independent auditors of Wells Fargo
Financial are KPMG LLP. Neither we nor any of our subsidiaries is involved in
litigation, arbitration, or administrative proceedings relating to claims or
amounts that are material in the context of the offering of the notes.
We are not aware of any material litigation, arbitration or administrative
proceedings pending or threatened.
S-22
Resolutions authorizing the issue and sale of the notes were adopted by our
board of directors effective as of February 7, 2001.
The notes have been accepted for clearance through Clearstream and Euroclear
and have been assigned Euroclear and Clearstream Common Code No. 012473044,
International Security Identification Number (ISIN) US 94975CAD92 and CUSIP
No. 94975CAD9.
Wells Fargo Financial is an Iowa corporation and was incorporated on
August 19, 1982. Wells Fargo Financial is a leading diversified consumer finance
company which primarily makes loans to consumers and purchases sales finance
contracts through offices in the United States and Canada. Wells Fargo Financial
has subsidiaries which, among other activities, provide credit life, credit
disability, credit property, involuntary unemployment and federally insured
multiple peril crop insurance, issue credit cards, purchase sales finance
contracts directly from automobile dealers, make loans secured by automobiles
and provide lease financing, rediscounting and accounts receivable financing.
Wells Fargo Financial is a wholly-owned subsidiary of Wells Fargo & Company, a
$218 billion diversified financial services organization.
S-23
PRINCIPAL OFFICE OF WELLS FARGO FINANCIAL
206 Eighth Street
Des Moines, IA 50309
TRUSTEE AND REGISTRAR PRINCIPAL PAYING AGENT
Bank One Trust Company, National Bank One Trust Company, National
Association Association
1 Bank One Plaza 1 Bank One Plaza
Suite IL1-0126 Suite IL1-0126
Chicago, IL 60670-0126 Chicago, IL 60670-0126
LISTING AGENT LUXEMBOURG PAYING AGENT
AND TRANSFER AGENT
Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg S.A.
50, Avenue J.F. Kennedy 50, Avenue J.F. Kennedy
L-2951 Luxembourg L-2951 Luxembourg
LEGAL ADVISERS
To WELLS FARGO FINANCIAL To the Underwriters
Steve R. Wagner Orrick, Herrington & Sutcliffe LLP
Wells Fargo Financial, Inc. 666 Fifth Avenue
206 Eighth Street New York, NY 10103
Des Moines, IA 50309
AUDITORS TO WELLS FARGO FINANCIAL
KPMG LLP
4200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
S-24
PROSPECTUS
- ---------
WELLS FARGO FINANCIAL, INC.
$3,000,000,000
DEBT SECURITIES
---------------
We may issue up to an aggregate $3.0 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.
--------------------
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.
--------------------
The date of this prospectus is April 18, 2000
TABLE OF CONTENTS
PAGE
--------
WHERE YOU CAN FIND MORE INFORMATION ABOUT WELLS FARGO
FINANCIAL................................................. 1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........... 1
WELLS FARGO FINANCIAL, INC.................................. 1
USE OF PROCEEDS............................................. 2
RATIOS OF EARNINGS TO FIXED CHARGES......................... 2
DESCRIPTION OF DEBT SECURITIES.............................. 2
PLAN OF DISTRIBUTION........................................ 9
LEGAL OPINIONS.............................................. 10
EXPERTS..................................................... 10
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;
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.
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.
1
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,
- --------------------------------
1995 1996 1997 1998 1999
- ---- ---- ---- ---- ----
2.13 2.11 2.00 1.72 1.78
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
Financial, Inc.) and Harris Trust and Savings Bank, as trustee. Unless otherwise
indicated, Bank One Trust Company, National Association and Harris Trust and
Savings Bank 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
2
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 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;
3
- 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
- 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).
4
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. Harris Trust and Savings Bank 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;
- 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)
5
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 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)
6
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 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)
7
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;
- 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;
8
- 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 Harris Trust and Savings Bank or with its affiliates.
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.
9
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.
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 Norwest 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
subsidiary companies as of December 31, 1998 and for each of the two years in
the period ended December 31, 1998, have been incorporated by reference herein
and in the registration statement in reliance upon the report of Deloitte &
Touche LLP, independent auditors, incorporated by reference herein, and upon
authority of that firm as experts in accounting and auditing.
10
- --------------------------------------------------------------------------------
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$500,000,000
WELLS FARGO FINANCIAL, INC.
6.125% SENIOR NOTES DUE FEBRUARY 15, 2006
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
DEUTSCHE BANC ALEX. BROWN SALOMON SMITH BARNEY
---------------
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS
MERRILL LYNCH & CO.
JP MORGAN
------------------------
MIZUHO INTERNATIONAL PLC WELLS FARGO INSTITUTIONAL BROKERAGE
FEBRUARY 7, 2001
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