Filed Pursuant to Rule 424(b)(5)
Registration No. 333-54934
Prospectus Supplement
(To Prospectus dated February 13, 2001)
Wells Fargo Financial, Inc.
$500,000,000
5.45% SENIOR NOTES 2004 SERIES DUE MAY 3, 2004
These notes bear interest at the rate of 5.45% per year. Interest on the notes
is payable on May 3 and November 3 of each year, beginning November 3, 2001. The
notes will mature on May 3, 2004 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, although no assurances can be
given that the notes will be approved for such listing.
The notes are unsecured and rank equally with all of our other existing and
future senior unsecured and unsubordinated debt. The notes will be issued only
in registered form in denominations of $1,000 and integral multiples of $1,000.
- ---------------------------------------------------------------------------------------------------------
Proceeds, Before
Price to Underwriting Expenses, to
Investors(1) Discount Wells Fargo Financial
- ---------------------------------------------------------------------------------------------------------
Per Note 99.877% .250% 99.627%
- ---------------------------------------------------------------------------------------------------------
Total $499,385,000 $1,250,000 $498,135,000
- ---------------------------------------------------------------------------------------------------------
(1) Plus accrued interest from May 3, 2001, if settlement occurs after that
date.
None of the Securities and Exchange Commission, any state securities commission
nor the Luxembourg Stock Exchange or 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 May 3, 2001. The notes have been approved
for clearance through the Clearstream and Euroclear systems.
JOINT BOOK-RUNNING MANAGERS
Banc of America Securities LLC JPMorgan
Banc One Capital Markets, Inc.
Bear, Stearns & Co. Inc.
BNP PARIBAS
Merrill Lynch & Co.
Mizuho International plc
April 25, 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
Wells Fargo Financial....................................... S-4
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-15
Underwriting................................................ S-19
Experts..................................................... S-21
Listing and General Information............................. S-21
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.................................. 2
Use of Proceeds............................................. 2
Ratios of Earnings to Fixed Charges......................... 2
Description of the Debt Securities.......................... 2
Plan of Distribution........................................ 10
Legal Opinions.............................................. 11
Experts..................................................... 11
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 whole or any part of the contents of this prospectus
supplement and the accompanying prospectus.
S-2
References herein to "$" and "dollars" are to the currency of the United
States.
In connection with this offering, Banc of America Securities LLC, 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 Securities
and Exchange 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, 2000.
You may request a free copy of any of such filing (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
In addition, copies of such filing, as well as our annual report on Form
10-K for the year ended December 31, 1999, may be obtained free of charge from
Banque Generale du Luxembourg S.A., our listing agent, paying agent and transfer
agent for the notes in Luxembourg. at 50, Avenue J.F. Kennedy, L-2951,
Luxembourg.
Because we list some of our debt securities on the New York Stock Exchange,
you may also inspect the filing described above, as well as other information,
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
S-3
WELLS FARGO FINANCIAL
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 and involuntary unemployment 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 an indirect wholly-owned
subsidiary of Wells Fargo & Company, a $280 billion diversified financial
services organization.
RECENT FINANCIAL RESULTS
On April 18, 2001, Wells Fargo Financial announced total income (revenues)
of $637,426,000 and net income of $64,802,000 for three months ended March 31,
2001. These results reflect a 21% increase in total income and a 20% increase in
net income (earnings) for the three months ended March 31, 2000.
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,
- ---------------------------------
1996 1997 1998 1999 2000
- ----- ----- ----- ----- -----
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 net income (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 December 31, 2000.
DECEMBER 31,
2000
--------------
(IN THOUSANDS)
Short-term debt
Commercial paper.......................................... $ 2,973,508
Indebtedness to affiliates due within one year............ 99,379
Other short-term indebtedness............................. 709,988
-----------
Total short-term debt................................. 3,782,875
-----------
Long-term debt
Senior debt............................................... 6,968,803
Indebtedness to affiliate................................. 255,870
-----------
Total long-term debt.................................. 7,224,673
-----------
Stockholder's equity
Common stock (without par value; 1,000 shares authorized;
1,000 shares issued and outstanding).................... 3,855
Additional paid-in capital................................ 312,302
Retained earnings......................................... 1,540,902
Accumulated other comprehensive loss, net of income
taxes................................................... (2,444)
-----------
Total stockholder's equity............................ 1,854,615
-----------
Total debt and stockholder's equity................... $12,862,163
===========
The above table does not give effect to our issuance or assumption of
$1,070,315,000 in aggregate principal amount of long-term senior debt, the
issuance of the notes and our repayment of $409,389,000 in aggregate principal
amount of long-term senior debt subsequent to December 31, 2000. Since
December 31, 2000, we issued $500,000,000 of 6.125% Senior Notes due
February 15, 2006, we assumed $488,951,000 of long-term senior debt in
connection with an acquisition, we repaid $363,590,000 in long-term senior debt
and one of our Canadian subsidiaries issued $81,364,000 in aggregate principal
amount of long-term senior debt and repaid $45,799,000 in aggregate principal
amount of long-term senior debt. Except as noted above, there has been no
material change in the consolidated capitalization of Wells Fargo Financial
since December 31, 2000.
All of the outstanding common stock of Wells Fargo Financial is fully paid
and nonassessable.
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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, 1996, 1997, 1998, 1999 and
2000, respectively, which are available as described under "Where You Can Find
More Information About Wells Fargo Financial" in this prospectus supplement and
the accompanying prospectus.
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1996 1997 1998 1999 2000
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
INCOME STATEMENT DATA:
Income:
Finance charges and interest...................... $1,208,794 $1,282,576 $1,498,692 $1,637,441 $1,896,075
Insurance premiums and commissions................ 182,259 232,890 280,207 305,320 114,996
Other income...................................... 191,940 213,330 226,866 241,503 222,413
---------- ---------- ---------- ---------- ----------
Total income........................................ 1,582,993 1,728,796 2,005,765 2,184,264 2,233,484
Expenses:
Operating expenses................................ 514,890 551,829 678,197 781,366 808,583
Interest and debt expense......................... 372,859 401,736 485,784 520,063 639,444
Provision for credit losses....................... 198,480 235,877 304,274 272,136 358,308
Insurance losses and loss expenses................ 72,337 125,822 177,238 196,148 47,261
---------- ---------- ---------- ---------- ----------
Total Expenses...................................... 1,158,566 1,315,264 1,645,493 1,769,713 1,853,596
Income before income taxes.......................... 424,427 413,532 360,272 414,551 379,888
Income taxes........................................ 148,096 144,082 121,668 149,190 138,834
---------- ---------- ---------- ---------- ----------
Net Income.......................................... $ 276,331 $ 269,450 $ 238,604 $ 265,361 $ 241,054
========== ========== ========== ========== ==========
AS OF DECEMBER 31,
-----------------------------------------------------------------
1996 1997 1998 1999 2000
---------- ---------- ----------- ----------- -----------
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents........................ $ 141,692 $ 94,600 $ 139,184 $ 178,970 $ 205,036
Securities available-for-sale.................... 816,980 1,063,600 1,203,500 1,224,666 1,215,135
Total finance receivables........................ 5,949,435 7,114,121 8,270,227 9,072,306 11,417,862
Less allowance for credit losses................. 169,133 297,800 350,984 367,712 462,555
---------- ---------- ----------- ----------- -----------
Finance receivables--net......................... 5,780,302 6,816,321 7,919,243 8,704,594 10,955,307
Notes and other receivables--affiliates.......... 574,344 646,832 499,123 487,822 505,386
Property and equipment (at cost, less accumulated
depreciation).................................. 75,068 102,537 187,695 69,374 63,651
Deferred income taxes............................ 34,456 64,420 60,717 130,496 111,262
Other assets..................................... 338,003 533,614 506,745 487,491 520,971
---------- ---------- ----------- ----------- -----------
Total assets..................................... $7,760,845 $9,321,924 $10,516,207 $11,283,413 $13,576,748
========== ========== =========== =========== ===========
Loans payable--short-term:
Commercial paper............................... $1,732,095 $1,664,796 $ 2,662,321 $ 2,437,676 $ 2,973,508
Affiliates..................................... 173,006 392,165 194,453 432,199 99,379
Other.......................................... 195,000 170,000 237,467 256,916 709,988
Unearned insurance premiums and commissions...... 136,564 143,478 132,793 140,547 139,476
Insurance claims and policy reserves............. 35,893 30,566 29,750 34,124 34,978
Accrued interest payable......................... 75,765 93,344 96,482 102,695 121,007
Other payables to affiliates..................... 5,565 13,815 44,173 3,297 48,761
Other liabilities................................ 216,031 228,557 280,737 374,558 370,363
Long-term debt:
Senior......................................... 4,132,894 5,221,413 5,272,818 5,913,837 6,968,803
Affiliate...................................... -- -- -- -- 255,870
---------- ---------- ----------- ----------- -----------
Total liabilities................................ 6,702,813 7,958,134 8,950,994 9,695,849 11,722,133
Stockholder's equity............................. 1,058,032 1,363,790 1,565,213 1,587,564 1,854,615
---------- ---------- ----------- ----------- -----------
Total liabilities and stockholder's equity....... $7,760,845 $9,321,924 $10,516,207 $11,283,413 $13,576,748
========== ========== =========== =========== ===========
S-6
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered by
this prospectus supplement and the accompanying prospectus 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 May 3, 2004. The notes will bear interest from May 3,
2001 at 5.45% per year. We will pay interest semi-annually on each May 3 and
November 3, beginning on November 3, 2001, to the persons in whose names the
notes are registered at the close of business on the April 15 or October 15
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 May 3, 2004, and we will pay 100% of their principal amount, together
with accrued and unpaid interest thereon.
FURTHER ISSUES
We may from time to time, without notice to, or the consent of, the then
existing registered holders of the notes, create and issue further notes equal
in rank and having the same maturity, payment terms, redemption features and
other terms, except for the payment of interest accruing prior to the issue date
of the further notes and for the first payment of interest following the issue
date of the further notes, as the notes offered by this prospectus supplement.
These further notes may be consolidated and form a single series with the notes
offered by this prospectus supplement.
PAYMENT OF ADDITIONAL AMOUNTS
We will pay to the holder of any note who is a Non-U.S. beneficial owner, as
defined in "Material U.S. Federal Income Tax Consequences--Non-U.S. Benefical
Owners", 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 possessor, being or
having been a citizen or resident or treated as a resident of the
S-7
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.
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
S-8
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 April 25, 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. See "--Notices" below.
BOOK-ENTRY SYSTEM
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 ("DTC") and registered in the name of
Cede & Co. as DTC's nominee. Investors may hold interests in the Global Notes
through either DTC (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") (in Europe) if they are participants in such systems, or
indirectly through organizations that are participants in such systems.
Clearstream and Euroclear will hold interests in the Global Notes on behalf
of the Clearstream customers and Euroclear participants, respectively, through
customers' securities accounts in their respective names on the books of their
respective depositaries. The depositaries, in turn, will hold such interests in
customers' securities accounts in the depositaries' names on the books of DTC.
Transfers between DTC participants will occur in accordance with DTC rules.
Transfers between Clearstream customers and Euroclear participants will occur in
the ordinary way in accordance with their applicable rules and operating
procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
customers or Euroclear participants, on the other hand, will be effected in DTC
in accordance with DTC rules on behalf of the relevant European international
clearing system by its 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 depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC.
S-9
Clearstream customers and Euroclear participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits of interests in the Global Notes
received in Clearstream or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing,
dated the business day following the DTC settlement date, and such credits or
any transactions in such securities settled during such processing will be
reported to the relevant Clearstream customer or Euroclear participant on such
business day. Cash received in Clearstream or Euroclear as a result of sales of
interests in the Global Notes by or through a Clearstream customer or a
Euroclear participant to a DTC participant will be received with value on the
DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.
Wells Fargo Financial expects that pursuant to procedures established by
DTC, (a) upon the deposit of the Global Notes, DTC will credit, on its internal
system, the principal amount of the notes represented by such Global Notes to
the respective accounts of its participants and (b) ownership of such notes
represented by such Global Notes will be shown on, and the transfer of such
ownership will be effected only through, records maintained by DTC or its
nominee (with respect to DTC participants) or by DTC participants (with respect
to persons other than DTC participants).
Payments of the principal of and interest on the notes will be made to DTC
or its nominee, as the case may be, as the registered owner thereof. None of
Wells Fargo Financial, the Trustee or the paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.
Wells Fargo Financial expects that DTC or its nominee, upon receipt of any
payment of principal of or interest on the notes, will credit its participants'
accounts with payment on the payment date in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Notes as
shown on the records of DTC or its nominee, unless DTC has reason to believe it
will not receive payment on such payment date. Wells Fargo Financial also
expects that payments by DTC participants to holders of notes represented by the
Global Notes ("Beneficial Owners") held through such participants will be
governed by standing instructions and customary practice, as is now the case
with securities held for the accounts of customers registered in "street name."
Such payments will be the responsibility of such DTC participants, not the
responsibility of DTC, the Trustee or Wells Fargo Financial.
As long as DTC or its nominee is the registered holder of a Global Note, DTC
or such nominee, as the case may be, will be considered the sole owner and
holder of the notes represented by such Global Note for all purposes under the
Indenture. Except in the limited circumstances described below, the Beneficial
Owners will not be entitled to have the notes represented by the Global Notes
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 Beneficial Owner must rely on the procedures of DTC
and, if such Beneficial Owner is not a DTC participant, on the procedures of the
DTC participant through which such Beneficial Owner owns its interest in a
Global Note to exercise any rights of a holder under the Indenture. Such
Beneficial Owner will only be able to exercise
S-10
the rights of a holder under the Indenture indirectly through the DTC
participants who, in turn, will exercise their rights as holders under the
Indenture through DTC.
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer notes to such persons may be limited to that extent. Because DTC can
only act on behalf of its participants, who in turn act on behalf of indirect
participants and certain banks, the ability of a Beneficial Owner to pledge its
notes to persons or entities that do not participate in the DTC system, or
otherwise take actions with respect of such notes, may be affected by the lack
of a physical certificate representing such notes.
If (a) DTC discontinues providing its services as securities depositary with
respect to the notes at any time, and a successor securities depositary is not
obtained, (b) Wells Fargo Financial decides to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository or
(c) an event of default (as defined in the prospectus) has occurred and is
continuing with respect to the notes, definitive notes will be printed and
distributed.
Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedure to facilitate transfers of interests in the Global Notes among
participants in DTC and Euroclear and customers of Clearstream, they are under
no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither Wells Fargo Financial nor
the Trustee will have any responsibility for the performance by DTC, Euroclear
or Clearstream or their respective participants or indirect participants or
customers of their respective obligations under the rules and procedures
governing their operations.
DTC is a limited-purpose trust company organized under the laws of the State
of New York, 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 was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement
of certificates. Participants include securities brokers and dealers, (who may
include the underwriters of any series), banks, trust companies and clearing
corporations and may include certain other organizations. Indirect access to the
DTC system also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Clearstream is incorporated under the laws of Luxembourg. Clearstream holds
securities for its customers and facilitates the clearance and settlement of
securities transactions between Clearstream customers through electronic
book-entry changes in accounts of Clearstream customers, thereby eliminating the
need for physical movement of certificates. Transactions may be settled in
Clearstream in any of 36 currencies, including United States dollars.
Clearstream provides to its Clearstream customers, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream also deals
with domestic securities markets in over 30 countries through established
depositary and custodial relationships. Clearstream is registered as a bank in
Luxembourg, and as such is subject to regulation by the COMMISSION DE
SURVEILLANCE DU SECTEUR FINANCIER, which supervises Luxembourg banks.
Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
S-11
Clearstream's U.S. customers are limited to securities brokers and dealers and
banks. Currently, Clearstream has approximately 2,000 customers located in over
80 countries, including all major European countries, Canada and the United
States. Indirect access to Clearstream is also available to other institutions
that clear through or maintain a custodial relationship with an account holder
of Clearstream. Clearstream has established an electronic bridge with Euroclear
Bank S.A./N.V. as the operator of the Euroclear System in Brussels to facilitate
settlement of trades between Clearstream and Euroclear.
Euroclear was created in 1968 to hold securities for participants of the
Euroclear System 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.
Transactions may now be settled in any of 40 currencies, including United States
dollars. The Euroclear System includes various other services, including
securities lending and borrowing, and interfaces with domestic markets in
several countries generally similar to the arrangements for cross-market
transfers with DTC described above.
The Euroclear System is operated by Euroclear Bank S.A./N.V. as the
Euroclear operator. All operations are conducted by the Euroclear operator, and
all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear operator. The Euroclear operator establishes policy
for the Euroclear Systems 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 any series of certificates. Indirect access to the Euroclear
System 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. These rules and laws govern transfers of securities and cash within the
Euroclear System, withdrawals of securities and cash from the Euroclear System,
and receipts of payments with respect to securities in the Euroclear System. All
securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under these rules and laws 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 through Clearstream or Euroclear
will be credited to the cash accounts of Clearstream customers or Euroclear
participants in accordance with the relevant system's rules and procedures, to
the extent received by its depositary. Such distributions will be subject to tax
reporting in accordance with relevant U.S. tax laws and regulations.
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
S-12
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.
S-13
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following section summarizes certain U.S. 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 U.S. federal income tax purposes:
- a citizen or resident of the United States;
- a domestic corporation;
- a domestic partnership (except as may be provided in U.S. Treasury
Regulations);
- an estate the income of which is includible in gross income for U.S. tax
purposes regardless of its source; or
- a trust where a U.S. 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 U.S. 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 including any amounts attributable to accrued and
unpaid interest) and your adjusted basis
S-14
in the note for U.S. 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 U.S. 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 U.S. federal income tax purposes, you are:
- a non-resident alien individual;
- a foreign corporation;
- a foreign partnership; or
- an estate or trust that is not subject to United State income tax on a
net income basis.
S-15
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 U.S. federal income tax purposes (except possibly,
for backup withholding as discussed below). Additionally, no U.S. 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 U.S.
Internal Revenue Code of 1986; and
- you provide the U.S. paying agent with a statement signed by you under
penalties of perjury that (a) certifies that you are not a U.S. beneficial
owner and (b) 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 U.S. 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 U.S. 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 U.S.
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.
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
S-16
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 U.S. 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 U.S. 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.
S-17
UNDERWRITING
We are selling the notes to the underwriters named below under an
underwriting agreement dated April 25, 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
----------- ------------
Banc of America Securities LLC....................... $200,000,000
Chase Securities Inc................................. 200,000,000
Banc One Capital Markets, Inc........................ 20,000,000
Bear, Stearns & Co. Inc. ............................ 20,000,000
BNP Paribas Securities Corp.......................... 20,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated... 20,000,000
Mizuho International plc............................. 20,000,000
------------
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 0.15% 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, Banc of America Securities LLC, on behalf of
the underwriters, may engage in transactions that stabilize, maintain or
otherwise affect the price of the notes. Specifically, Banc of America
Securities LLC 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, Banc of America Securities LLC 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
S-18
Financial except as set forth in the underwriting agreement. In particular, each
underwriter has represented and agreed that:
(a) 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);
(b) 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;
(c) 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;
(d) 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;
(e) 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
(f) 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 (1) qualified
investors (INVESTISSEURS QUALFIES) and/or (2) 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 $498,085,000.
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.
S-19
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.
EXPERTS
The consolidated financial statements of Wells Fargo Financial and
subsidiary companies as of and for the year ended December 31, 2000 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 the firm as experts in accounting and auditing.
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 or copies of the
Global Note or Global Notes representing the notes, our annual reports on Form
10-K for the years ended December 31, 1999 and 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, 2000.
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.
Resolutions authorizing the issue and sale of the notes were adopted by our
board of directors effective as of April 25, 2001.
The notes have been accepted for clearance through Clearstream and Euroclear
and have been assigned Euroclear and Clearstream Common Code No. 12892411,
International Security Identification Number (ISIN) US94975CAE75 and CUSIP
No. 94975CAE7.
S-20
PROSPECTUS
- ---------
WELLS FARGO FINANCIAL, INC.
$4,000,000,000
DEBT SECURITIES
---------------
We may issue up to an aggregate $4.0 billion of debt securities at one or
more times. We will describe the specific terms of each series of debt
securities that we offer in a supplement to this prospectus. Supplements will be
made available at the time of each offering of debt securities.
You should read this prospectus and any supplement carefully before you
invest.
--------------------
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.
--------------------
Information contained herein is subject to completion or amendment. A
registration statement for these securities has been filed with the SEC. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall
there be any sale of these securities in any state in which an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The date of this prospectus is February 13, 2001
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.................................. 2
USE OF PROCEEDS............................................. 2
RATIOS OF EARNINGS TO FIXED CHARGES......................... 2
DESCRIPTION OF DEBT SECURITIES.............................. 2
PLAN OF DISTRIBUTION........................................ 10
LEGAL OPINIONS.............................................. 11
EXPERTS..................................................... 11
WHERE YOU CAN FIND MORE INFORMATION ABOUT WELLS FARGO FINANCIAL
We file annual, quarterly and current reports and other information with the
Securities and Exchange Commission. You may read and copy any document we file
with the Securities and Exchange Commission at the Securities and Exchange
Commission's public reference rooms in Washington, D.C., Chicago, Illinois, and
New York, New York. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
Securities and Exchange Commission filings are also available over the Internet
at the Securities and Exchange Commission's website at http://www.sec.gov.
Effective at the close of business on June 30, 2000, we changed our name from
Norwest Financial, Inc. to Wells Fargo Financial, Inc. Filings made by us with
the Securities and Exchange Commission prior to July 1, 2000 will be found
indexed and filed under Norwest Financial, Inc.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission allows us to incorporate by reference
the information we file with them, which means that we can disclose important
information to you by referring you directly to those documents. The information
incorporated by reference is an important part of this prospectus. Information
that we file later with the Securities and Exchange Commission will
automatically update and supercede information contained in this prospectus and
the accompanying prospectus supplement. We incorporate by reference the
documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the securities we are offering:
- Annual Report on Form 10-K for the year ended December 31, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2000;
- Current Report on Form 8-K dated June 30, 2000.
You may request a free copy of any of these filings by writing or
telephoning us at:
Wells Fargo Financial, Inc.
206 Eighth Street
Des Moines, Iowa 50309
Attn: Treasurer's Department
Telephone: (515) 243-2131
Because we list some of our debt securities on the New York Stock Exchange,
you may also inspect the filings described above, as well as other information,
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with additional or different information. If anyone
else provided you with different information, you should not rely on it. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
1
WELLS FARGO FINANCIAL, INC.
Wells Fargo Financial is a leading diversified consumer finance company. Our
consumer finance operations make loans to individuals and purchase sales finance
contracts though 906 branch offices primarily in 46 states, Guam, Saipan, Puerto
Rico, Argentina and the ten Canadian provinces.
We are a wholly-owned subsidiary of Wells Fargo & Company. Wells Fargo &
Company is a diversified financial services organization which, at December 31,
1999, had consolidated assets totaling approximately $218 billion.
Our principal executive offices are located at 206 Eighth Street, Des
Moines, Iowa 50309. Our telephone number is (515) 243-2131. When we refer to
"Wells Fargo Financial," "we" or "our" in this prospectus, we mean Wells Fargo
Financial, Inc. and its subsidiaries on a consolidated basis, unless the context
otherwise requires. We use "Wells Fargo Financial" to refer to us both before
and after the close of business on June 30, 2000, when we changed our name from
Norwest Financial, Inc. to Wells Fargo Financial, Inc., except in referring to
specific documents and financial statements dated, filed or issued prior to
July 1, 2000.
USE OF PROCEEDS
Unless we indicate otherwise in a prospectus supplement, we will use the net
proceeds from the sale of the debt securities for general corporate purposes.
These purposes may include bulk purchases of finance receivables, acquisitions
of branch offices, consumer finance operations and other related businesses or
the repayment of outstanding indebtedness. The net proceeds may be invested
temporarily or applied to repay short term debt until they are used for their
stated purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Wells Fargo Financial is set
forth below for the periods indicated:
YEARS ENDED DECEMBER 31,
- -------------------------------- NINE MONTHS ENDED
1995 1996 1997 1998 1999 SEPTEMBER 30, 2000
- ---- ---- ---- ---- ---- -------------------
2.13 2.11 2.00 1.72 1.78 1.58
For the purpose of calculating the ratio of earnings to fixed charges we
have divided earnings plus fixed charges and income taxes by fixed charges.
Fixed charges consist of interest and debt expenses plus the portion of rentals,
which we deem to be representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The securities we are offering will be either senior or senior subordinated
debt. The senior debt securities and subordinated debt securities will be issued
under separate indentures. The senior debt securities will be issued under an
indenture, dated as of November 1, 1991, between Norwest Financial, Inc. (now
called Wells Fargo Financial, Inc.) and The First National Bank of Chicago (now
called Bank One Trust Company, National Asssociation), as trustee. The
subordinated debt securities will be issued under an Indenture, dated as of
May 1, 1986, as amended and supplemented by a First Supplemental Indenture dated
as of February 15, 1991, between Norwest Financial, Inc. (now called Wells Fargo
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Financial, Inc.) and BNY Midwest Trust Company as successor to Harris Trust and
Savings Bank, as trustee. Unless otherwise indicated, Bank One Trust Company,
National Association and BNY Midwest Trust Company will be referred to herein as
the "trustee".
The following summaries of the material provisions of the indentures are not
complete. You should read all of the provisions of the indentures, including the
definitions of certain terms. These summaries set forth certain general terms
and provisions of the securities to which any prospectus supplement may relate.
The particular terms of the securities offered by any prospectus supplement and
the applicability of the general provisions will be described in the appropriate
prospectus supplement. Unless otherwise indicated, parenthetical section
references refer to each of the indentures.
SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of debt securities, the prospectus
supplement relating to that new series will specify the particular amount, price
or other terms of these debt securities. These terms may include:
- the title of the debt securities and whether they will be senior or
subordinated debt;
- any limit on the total principal amount of the series of debt securities;
- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- the interest rate or rates on the series of debt securities and the date
from which any such interest will accrue;
- the dates on which we will pay interest on the series of debt securities
and the regular record date for determining who is entitled to the
interest payable on any interest payment date;
- the place or places where principal of and premium, if any, and interest
on the debt securities will be payable;
- any redemption dates, prices, obligations and restrictions on the series
of debt securities;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the series of debt securities;
- the denominations in which the series of debt securities will be issued,
if other than denominations of $1,000 and multiples of $1,000;
- the portion of the principal amount of the debt securities, other than
their principal amount, that is payable on the declaration of acceleration
of the maturity;
- the applicable overdue rate if other than the interest rate stated in the
title of the series of debt securities;
- any modifications of or additions to the events of default;
- the currency in which the debt securities will be denominated or in which
payment of the principal of and premium and interest on any debt
securities will be made, if other than U.S. dollars;
- if the principal of and premium or interest on any series of debt
securities is to be payable at our election or at the election of a holder
of the debt securities in a currency other than that in which the debt
securities are denominated, the period or
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periods within which and the terms and conditions on which these elections
may be made;
- if the amount of principal of and premium or interest on any series of
debt securities may be determined by reference to an index based on either
a currency other than that in which the debt securities are payable or any
other method specifying the manner in which these amounts will be
determined;
- whether and to what extent any other means of satisfaction and discharge,
which is sometimes referred to as "defeasance" will be applicable to the
debt securities other than as described below under "Satisfaction and
Discharge; Defeasance";
- if the debt securities are to be issued in the form of one or more global
security and, if so, the identity of the depositary or depositaries of
such global debt security or global debt securities; and
- any other specific terms of the debt securities that are not inconsistent
with each Indenture. (Section 3.01)
We may issue debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is below market rates. If we issue these kinds of debt securities, we will
provide you with additional information in a prospectus supplement.
FORM, DENOMINATION AND EXCHANGE
We may issue the debt securities in registered form, without coupons, in
increments of $1,000 or multiples thereof, unless the prospectus supplement
states otherwise.
Alternatively, we may issue the debt securities in the form of one or more
global certificates.
No service charge will be made for any transfer or exchange of the
securities, but we may require payment of an amount sufficient to cover any tax
or other governmental charge payable in connection with a transfer or exchange.
(Section 3.02)
NO EVENT OF RISK COVENANT
Neither indenture contains any covenant or other provision that restricts
Wells Fargo Financial from incurring, assuming or becoming liable for any type
of debt or other obligations, from creating liens on its property, from paying
dividends or making distributions on its capital stock or purchasing or
redeeming its capital stock. Neither indenture requires Wells Fargo Financial to
maintain any financial ratios or specified levels of net worth. In addition,
neither indenture gives holders of the debt securities protection upon the
occurrence of a change in control or in the event of a highly leveraged
transaction involving Wells Fargo Financial.
LIMITATION ON MERGER, CONSOLIDATION AND CERTAIN SALE OF ASSETS
We may not merge into or consolidate with any other corporation, or convey
or transfer our properties and assets substantially as an entirety to any person
unless:
- the successor is a U.S. corporation;
- the successor assumes on the same terms and conditions all the obligations
under the debt securities and each indenture; and
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- immediately after giving effect to the transaction, there is no default
under each indenture.
(Section 10.01) Upon any merger, consolidation, conveyance or transfer, the
successor will succeed to, and will be substituted in lieu of Wells Fargo
Financial. (Section 10.02).
COMPUTATION OF INTEREST
We will calculate the interest that is due on the debt securities based on a
360-day year of twelve 30 day months, unless the prospectus supplement states
otherwise. (Section 3.11)
PAYMENTS ON REGISTERED DEBT SECURITIES
We will pay principal, interest and any premium on registered debt
securities in the designated currency at the office of a designated paying
agent. At our option, payment of interest on fully registered securities may
also be made by check mailed to the person in whose names the securities are
registered on the days specified in the indentures or any prospectus supplement.
(Section 3.12)
PAYING AGENT
Bank One Trust Company, National Association will be designated as Wells
Fargo Financial's paying agent for the senior debt securities unless the
prospectus supplement states otherwise. BNY Midwest Trust Company will be
designated as Wells Fargo Financial's paying agent for the subordinated debt
securities unless the prospectus supplement states otherwise. (Section 8.14)
If we authorize any other person to make payments on debt securities for us,
we will identify them in the applicable prospectus supplement.
GLOBAL SECURITIES
We may issue debt securities of a series in whole or in part in the form of
one or more global certificates that will be deposited with a depository that we
will identify in a prospectus supplement. Unless and until it is exchanged in
whole or in part for individual certificates evidencing securities in definitive
form represented thereby, a global security may not be transferred except as a
whole by the depository to a nominee of that depository or by a nominee of that
depository to a depository or another nominee of that depository.
(Section 3.01)
The specific terms of the depositary arrangement for each series of debt
securities will be described in the applicable prospectus supplement.
RANKING
The senior debt securities will be the unsecured obligations of Wells Fargo
Financial and will rank equally among themselves and with all of Wells Fargo
Financial's other unsecured and unsubordinated debt.
The prospectus supplement will describe the specific terms and conditions
upon which the subordinated debt securities will be subordinated to other
indebtedness of Wells Fargo Financial. Such terms may include:
- indebtedness ranking senior to the subordinated debt securities;
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- restrictions on payments to the holders of such subordinated debt
securities while a default relating to such senior indebtedness is
continuing;
- restrictions on payments to the holders of such subordinated debt
securities following an event of default; and
- provisions requiring holders of senior debt securities to receive certain
payments prior to holders of subordinated debt securities. (Section 15.01)
SATISFACTION AND DISCHARGE
At our request, each indenture will terminate as to the debt securities of
any series (except for certain obligations to register the transfer or exchange
of the debt securities) when either:
- all the debt securities have been delivered to the trustee for
cancellation; or
- we have deposited with the trustee in trust, an amount sufficient to make
all remaining payments on these debt securities. (Section 6.01)
DEFEASANCE
We may satisfy our obligations with respect to payments of principal of the
debt securities, and premium, if any, and interest, if any, on the debt
securities of any series by irrevocably depositing in trust with the trustee
money or U.S. government obligations sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written opinion of independent
public accountants, to make all payments of:
- interest, if any, on the debt securities of such series prior to and on
their redemption or maturity, as the case may be; and
- principal of the debt securities, and premium, if any, on the debt
securities of such series when due upon redemption or at the designated
maturity date, as the case may be
then all of our obligations with respect to the debt securities of such series
and the indentures which relate to the debt securities will be satisfied and
discharged.
To elect either option described above, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related payment described
above would not cause the holders of that series to recognize, income, gain or
loss for U.S. federal income tax purposes and that the holders of that series
will be subject to U.S. federal income tax in the same amounts, in the same
manner and at the same times as would have been the case if that option had not
been exercised. (Section 14.02)
EVENTS OF DEFAULT
An "event of default" regarding any series of debt securities is any one of
the following events, subject to various grace periods:
- failure to pay principal of, or any premium on, any debt security when
due;
- failure to deposit any sinking fund payments for any series of debt
security when due;
- failure to pay any interest when due and payable;
- failure to perform any covenants or warranties in either indenture, which
failure has continued for 60 days after written notice to Wells Fargo
Financial by the trustee or
6
by the holders of 50% in principal amount of the outstanding debt
securities of that series;
- certain events in bankruptcy, insolvency or reorganization of Wells Fargo
Financial;
- default regarding any other series of debt securities, which results in
the acceleration of such other series of debt securities; and
- any other events of default regarding that series of debt securities that
is specified in the prospectus supplement. (Section 7.01)
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series. A default under other debt of
Wells Fargo Financial will not be a default under either indenture.
If an event of default for any series of debt securities occurs and is
continuing, either the trustee or the holders of 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount of
all the debt securities of that series to be immediately due and payable by
notice in writing to Wells Fargo Financial. If the debt securities of that
series are original issue discount debt securities, the portion of the principal
amount as is specified in that series may declare the principal amount of the
debt securities of that series to be immediately declared payable by notice in
writing to Wells Fargo Financial. If the holders of debt securities give notice
of the declaration of acceleration to Wells Fargo Financial, then they must also
give notice to the trustee. (Section 7.02)
The holders of a majority in principal amount of the outstanding debt
securities may rescind a declaration of acceleration if:
- Wells Fargo Financial has paid or deposited with the trustee a sum
sufficient to pay principal, interest, including overdue interest and
interest thereon, any premium and the fee and expenses of the trustee
(Section 7.02); and
- any other event of default, besides the failure to pay principal due
because of the declaration of acceleration, has been cured or waived.
(Section 7.13)
We are required to file every year with the trustee an officers' certificate
stating whether any default exists and specifying any default that exists.
(Section 12.05)
NOTICE OF DEFAULTS
The trustee is required to give notice to holders of debt securities of a
default, which remains uncured or has not been waived, that is known to the
trustee within 90 days after the occurrence of the default. The trustee may
withhold this notice, however, if it determines in good faith that the
withholding of notice is in the interest of the holders of the debt securities.
However, the trustee may not withhold notice in the case of a default in the
payment of principal of and premium or interest on or a sinking fund installment
on any of the debt securities. In addition, the trustee is only required to give
notice of the failure by Wells Fargo Financial to perform any covenant until at
least 30 days after the failure has become a default. The term "default" for
this purpose means any event which is, or after notice or lapse of time or both
would become, an event of default. (Section 8.02)
RIGHTS OF THE TRUSTEE
The holders of a majority in principal amount of outstanding debt securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy
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available to the trustee or exercising any trust or other power conferred on the
trustee. The trustee may decline to follow that direction, however, if it either
would involve the trustee in personal liability or would be unduly prejudicial
to holders of the debt securities of that series that do not join in that
direction. (Section 7.12) During a default, the trustee is required to exercise
the standard of care that a prudent man would exercise or use under the
circumstances in the conduct of his own affairs (Section 8.0) Otherwise, the
trustee is not obligated, however, to exercise any of its rights or powers under
each indenture at the request or direction of any of the holders of debt
securities unless those holders have offered to the trustee reasonable security
or indemnity. (Section 8.03)
MODIFICATION AND WAIVER OF EACH INDENTURE
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive any past default under the applicable
indenture. The following defaults may not, however, be waived:
- a default in the payment of the principal, or any premium, interest or
additional amounts payable on a series of debt securities, or in the
payment of any sinking fund installment with respect to that series, which
has not been cured until that time; or
- a default regarding a covenant or provision of either indenture which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected. (Section 7.13)
MODIFICATION WITHOUT CONSENT OF THE HOLDERS
Without the consent of the holders of debt securities, we and the trustee
may modify each indenture for any of the following purposes:
- to name a successor entity to Wells Fargo Financial;
- to add to our covenants for the benefit of the holders of all or any
series of debt securities;
- to establish the form or terms of securities of any series of debt
securities and any related coupons;
- to cure any ambiguity or inconsistency in the applicable indenture;
- to modify, eliminate and add to the provisions of either indenture to
enable it to qualify under the Trust Indenture Act of 1939; or
- to provide for the acceptance or appointment of a successor trustee.
(Section 11.01)
MODIFICATION REQUIRING CONSENT OF THE HOLDERS
Each indenture provides that modifications and amendments may be made by us
and the trustee with the consent of the holders of at least a majority in
principal amount of the outstanding debt securities of each series affected by
the amendment or modification of each indenture. However, no modification or
amendment may, without the consent of each holder affected:
- change the stated maturity of the principal of, or any installment of
interest on, any debt security;
- reduce the principal amount, the rate of interest, or any additional
amounts in respect of any debt security or reduce the amount of any
premium payable upon the redemption of any debt security;
8
- reduce the principal amount of original issued discount debt securities
that would be due and payable upon acceleration of their maturity;
- change the place of payment, the currency in which, any debt security or
any premium or interest thereon is payable;
- reduce the amount of, or postpone the date fixed for, any payment under
the sinking fund for any debt security;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date of the security or, in the case of
redemption, on or after the redemption date;
- reduce the percentage of securities required to consent to any
modification, amendment or waiver under either indenture;
- modify, except under limited circumstances, any provisions of the
applicable indenture relating to modification and amendment of the
indenture or waiver of compliance with conditions and defaults thereunder;
or
- in the case of the subordinated indenture, alter the provisions regarding
the subordination of the subordinated debt securities in any way that
would be adverse to the holders of such debt securities. (Section 11.02)
MUTILATED, DESTROYED, STOLEN OR LOST SECURITIES
We will replace any mutilated debt security at the expense of the holder and
on surrender of that mutilated debt security to the trustee. We will also
replace debt securities that are destroyed, lost or stolen at the expense of the
holder and on delivery to the security registrar of evidence of that
destruction, loss or theft which is satisfactory to us and the trustee. Before
we issue a replacement debt security, we and the trustee may require an
indemnity from the party seeking the replacement security. (Section 3.06)
NOTICES
Except as otherwise provided in each Indenture, notices to holders of debt
securities will be given by mail to the addresses of those holders as they
appear in the security register. (Section 1.06)
GOVERNING LAW
The laws of the State of New York govern each Indenture and will govern the
debt securities, including any matters of interpretation under them.
(Section 1.13)
INFORMATION CONCERNING THE TRUSTEE
We may from time to time engage in general financing and banking
transactions with Bank One Trust Company, National Association or with its
affiliates or with BNY Midwest Trust Company or with its affiliates.
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PLAN OF DISTRIBUTION
We may sell the debt securities in one or more of the following ways:
- through underwriters or dealers;
- directly to one or more purchasers;
- through agents; or
- in a combination of any of the above transactions.
The prospectus supplement for each series of debt securities will describe
that offering, including:
- the name or names of any underwriters;
- the purchase price and the proceeds we will receive from such sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which the debt securities of such series may
be listed.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold by them from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt securities may be sold directly by us or through agents designated by
us from time to time. We will name any agent involved in the offer or sale of
the debt securities and will list commissions payable by us to these agents in
the prospectus supplement. These agents will be acting on a best efforts basis
to solicit purchases for the period of its appointment, unless we state
otherwise in the prospectus supplement.
We may sell debt securities directly to purchasers. In this case, we will
not engage underwriters or agents in the offer and sale of debt securities.
INDEMNIFICATION
Underwriters, dealers or agents who participate in the distribution of debt
securities may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which these underwriters, dealers or agents may be required
to make.
NO ASSURANCE OF LIQUIDITY
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriters that purchase debt securities from
us may make a market in these debt securities. The underwriters will not be
obligated, however, to make such a market and may discontinue market-making at
any time without notice to holders of the debt securities. We cannot assure you
that there will be liquidity in the trading market for any debt securities of
any series.
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LEGAL OPINIONS
The legality of the debt securities will be passed upon for us by Steve R.
Wagner, Esq., who is our Senior Assistant General Counsel, and for the
underwriters, dealers or agents by Orrick, Herrington & Sutcliffe LLP, New York,
New York.
EXPERTS
The consolidated financial statements of Wells Fargo Financial, Inc. and
subsidiary companies as of and for the year ended December 31, 1999, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent auditors, incorporated by reference
herein, and upon authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Norwest Financial, Inc. and
subsidiaries as of December 31, 1998, and for each of the two years in the
period ended December 31, 1998, incorporated by reference herein and in the
registration statement from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
11