SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 1, 1996
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
. Delaware 1-6214 No. 13-2553920
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 477-1000
Not applicable
(Former name or former address, if changed since last report)
Item 2: ACQUISITION OR DISPOSITION OF ASSETS
On January 24, 1996, Wells Fargo & Company (Company) announced it had
entered into a definitive merger agreement (Merger Agreement) with First
Interstate Bancorp (First Interstate). On April 1, 1996, the Company
completed the merger with First Interstate. In accordance with the terms of
the Merger Agreement, First Interstate shareholders received a tax-free
exchange of two-thirds of a share of the Company's common stock for each
share of First Interstate common stock. All information required by Item 2 of
Form 8-K relating to this merger has been previously filed with the
Securities and Exchange Commission.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of First Interstate:
(1) The Consolidated Financial Statements as of December 31,
1995 and 1994 and for each of the years in the three-year
period ended December 31, 1995 (incorporated by reference
from First Interstate's Annual Report on Form 10-K for the
year ended December 31, 1995).
(b) Pro forma financial information:
Wells Fargo & Company and First Interstate Bancorp Pro Forma
Combined Financial Information (unaudited) (incorporated by
reference from the Proxy Statement, dated February 27, 1996, of
Wells Fargo & Company at pages 81-89).
(c) Exhibits
2 Merger Agreement announced January 24, 1996 between the
Company and First Interstate (incorporated by reference from
Appendix A in the Company's Registration Statement on Form
S-4 No. 33-64575 dated February 27, 1996).
4(a) Certificate of Determination for 9 7/8 % Preferred Stock,
Series F dated February 26, 1996
4(b) Certificate of Determination for 9 % Preferred Stock,
Series G dated February 26, 1996
23 Consent of Independent Accountants for First Interstate
Bancorp (incorporated by reference from Exhibit 99(b) on
Form 8-K filed by the Company on April 4, 1996).
27 First Interstate Financial Data Schedule for the year ended
December 31, 1995
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 10, 1996.
WELLS FARGO & COMPANY
By: FRANK A. MOESLEIN
-----------------------------
Frank A. Moeslein
Executive Vice President and Controller
EXHIBIT INDEX
Exhibit Item Page
- ------- ---- ----
2 Merger Agreement announced January 24, 1996 between the Company
and First Interstate (incorporated by reference from Appendix A
in the Company's Registration Statement on Form S-4 No. 33-64575
dated February 27, 1996)
4(a) Certificate of Determination for 9 7/8% Preferred Stock, Series F
dated February 26, 1996
4(b) Certificate of Determination for 9% Preferred Stock, Series G
dated February 26, 1996
23 Consent of Independent Accountants for First Interstate Bancorp
(incorporated by reference from Exhibit 99(b) on Form 8-K filed
by the Company on April 4, 1996)
27 First Interstate Financial Data Schedule for the year ended
December 31, 1995