Wells Fargo & Company/MN – ‘8-K’ for 4/9/00 – EX-99.1

On:  Wednesday, 4/12/00   ·   For:  4/9/00   ·   Accession #:  912057-0-17693   ·   File #:  1-02979

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     13K 
 2: EX-99.1     Miscellaneous Exhibit                                  5     19K 
 3: EX-99.2     Miscellaneous Exhibit                                 16     20K 

EX-99.1   —   Miscellaneous Exhibit

EX-99.1
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EXHIBIT 99.1                                                                    

                                                        [Enlarge/Download Table]

MEDIA                  INVESTORS                                                                    

                                                                                                    
Larry Haeg             Robert S. Strickland   Brad Hardy                  Scott Ulbrich             
Wells Fargo & Company  Wells Fargo & Company  First Security Corporation  First Security Corporation
415-396-3070           415-396-0523           801-246-5976                801-246-5706              
wellsfargo.com                                firstsecuritybank.com                                 

 WELLS FARGO & COMPANY AND FIRST SECURITY CORPORATION AGREE TO MERGE

SAN FRANCISCO and SALT LAKE CITY, April 10, 2000 -- Wells Fargo & Company (NYSE:
WFC) and First Security Corporation (NASDAQ: FSCO) said today they have signed a
definitive agreement for the merger of Wells Fargo and First Security. The      
combined company will be the largest banking franchise in deposits in Utah,     
Nevada, New Mexico, and Idaho, which comprise the nation's fastest growing      
regional economy.                                                               

First Security, based in Salt Lake City, at year-end 1999 had $23 billion in    
assets, 333 banking locations (including 45 in-store locations), 535 ATMs, and  
9,600 employees. The company owns Utah's largest bank, is the second largest    
independent bank holding company in the western United States and the nation's  
oldest multi-state bank holding company, founded in June 1928. Among its        
subsidiaries are CrossLand Mortgage, which has 135 offices in 28 states and     
originated $14.5 billion in mortgages last year, and FS Van Kasper, a full      
service investment banking and brokerage business with 12 regional offices.     

Under terms of the agreement, approved by the boards of both companies, First   
Security stockholders will receive 0.355 of a share of Wells Fargo common stock 
in exchange for each share of First Security common stock.                      

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EX-99.1
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The transaction is expected to be completed in the second half of this year. It 
is expected to be accounted for as a pooling of interests and requires approval 
from banking regulators and First Security shareholders. The transaction is     
expected to be tax-free for First Security stockholders.                        

In addition, First Security has granted to Wells Fargo an option exercisable, in
whole or in part, under certain circumstances to purchase authorized but        
unissued shares of First Security common stock equal to 19.9 percent of First   
Security's shares currently outstanding.                                        

The transaction, based on Wells Fargo's closing stock price of $43.6875 on April
3, 2000, values each First Security share at $15.50 for a total transaction     
value of approximately $3.2 billion. First Security has approximately 206       
million diluted shares. The transaction exceeds Wells Fargo's internal rate of  
return goals and is expected to add to Wells Fargo's earnings per share in the  
second year of operations. For the integration of the two companies, Wells Fargo
expects to incur merger and integration charges of approximately $375 million.  

"After careful consideration of our alternatives, we believe it's in the        
long-term best interests of our employees, customers, communities and           
stockholders that First Security partner with an outstanding organization whose 
vision, values and history are very similar to ours," said Spencer F. Eccles,   
First Security's chairman and CEO. "Like First Security, Wells Fargo is         
committed to its employees, has a reputation for outstanding customer service   
and local decision-making, and is committed to being an outstanding corporate   
citizen.                                                                        

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This combination will provide our customers with more convenience than ever     
before across virtually all of the midwestern and western United States. It also
will provide our stockholders with an investment in a highly-regarded company   
with significant growth potential." Eccles is expected to be elected to the     
Wells Fargo board of directors.                                                 

"First Security and its outstanding team of people have earned a reputation as  
one of the best banking franchises in the western United States because they put
customers and communities first," said Dick Kovacevich, Wells Fargo's President 
and Chief Executive Officer. "The customers and cultures of our two companies   
are remarkably similar. Both companies compete not just in banking but in the   
far larger, faster growing industry called financial services. First Security   
and Wells Fargo also share a commitment to people as a competitive advantage,   
outstanding customer service, local decision-making and community involvement.  
We look forward to combining our resources so we can satisfy all the financial  
needs of First Security's customers - individuals, small businesses, middle     
market businesses, farmers and ranchers, and large corporate customers - and    
help them succeed financially. Together, we want to be known as the premier     
provider of financial services in every single one of our communities across our
combined banking franchise, soon to be 23 states."                              

To receive federal regulatory approval and comply with government anti-trust    
guidelines, Wells Fargo and First Security expect to sell about $1.2 billion of 
deposits and associated loans. First Security expects to release its first      
quarter 2000 earnings on April 19, 2000. First Security's earnings will reflect 
special charges incurred for its termination of the merger agreement with Zions 
Bancorporation.                                                                 

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First Security has banking operations in seven states: Utah (138 locations),    
Idaho (87), New Mexico (45), Nevada (23), California (15), Oregon (14), and     
Wyoming (8).                                                                    

Wells Fargo has banking operations in 22 states: Arizona (312 banking stores),  
California (1,006), Colorado (116), Idaho (17), Illinois (8), Indiana (43), Iowa
(43), Michigan (34), Minnesota (163), Montana (41), Nebraska (30), Nevada (116),
New Mexico (93), North Dakota (26), Ohio (1), Oregon (126), South Dakota (51),  
Texas (430), Utah (24), Washington (136), Wisconsin (60), and Wyoming (9). By   
the end of this quarter, Wells Fargo is scheduled to enter its 23rd banking     
state with the acquisition of National Bancorp of Alaska which has $3 billion in
assets and 54 banking locations.                                                

Wells Fargo is a $218 billion diversified financial services company providing  
banking, insurance, investments, mortgage and consumer finance from more than   
5,300 financial services stores and the Internet (wellsfargo.com) across North  
America and elsewhere internationally.                                          

This news release has forward-looking statements about the financial condition, 
results of operations and business of Wells Fargo on a pro forma basis assuming 
completion of the proposed merger transaction with First Security. These include
statements about: (a) the anticipated closing date of the merger; (b) the       
expected effect of the merger on Wells Fargo's future earnings per share; (c)   
the expenses expected to be incurred by Wells Fargo to integrate the two        
companies; (d) the accounting method Wells Fargo is expected to use to account  
for the merger; (e) the business opportunities and strategies expected for Wells
Fargo and First Security after the merger; and (f) other statements that include
the words "believes," "expects," "anticipates," "intends," "estimates," "should"
or similar expressions.                                                         

These forward-looking statements involve risks and uncertainties. Factors that  
could cause actual conditions, events or results to differ significantly from   
those described in the forward-looking statements include, among other things:  
(a) expected cost savings from the merger cannot be fully realized or realized  
within the expected time; (b) revenues following the merger are lower than      
expected; (c) costs or difficulties related to the integration of the businesses
of Wells Fargo and First Security are greater than expected; and (d) the merger 
is accounted for as a purchase instead of a pooling of interests.               

Wells Fargo's reports filed with the SEC, including Wells Fargo's Form 10-K for 
the year ended December 31, 1999, describe more factors that could cause actual 
conditions, events or results to differ significantly from those described in   
the forward-looking statements, including certain credit, market, operational,  
liquidity and interest rate risks associated with Wells Fargo's business and    
operations. Other factors described in Wells Fargo's December 31, 1999 Form 10-K
include changes in business and economic conditions, competition, fiscal and    
monetary policies, customers choosing not to use banks for transactions,        
legislation, the combination of the former Norwest Corporation and the former   
Wells Fargo & Company, and other acquisitions by Wells Fargo.                   

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 * * *

This news release may be deemed to be solicitation material in respect of the   
proposed acquisition of First Security by Wells Fargo through the merger of a   
wholly-owned subsidiary of Wells Fargo with and into First Security, pursuant to
an Agreement and Plan of Reorganization, dated as of April 9, 2000, by and      
between First Security and Wells Fargo (including all exhibits attached thereto,
the "Agreement"). This filing is being made in connection with Regulation of    
Takeovers and Security Holder Communications (Release No. 33-7760, 34-42055)    
promulgated by the Securities and Exchange Commission (SEC). First Security and 
its directors and executive officers may be deemed to be participants in the    
solicitation of proxies in respect of the transactions contemplated by the      
Agreement. These directors and executive officers include the following: Spencer
F. Eccles, Morgan J. Evans, L. Scott Nelson, J. Pat McMurray, Brad D. Hardy,    
Scott C. Ulbrich, Michael P. Caughlin, Mark D. Howell and David R. Golden       

Of these directors and executive officers, Spencer F. Eccles may be deemed a    
beneficial owner of approximately 6,999,381 million shares of First Security's  
common stock (constituting approximately 3.3% of the outstanding common stock). 
None of the other persons listed above owns more than 1% of the outstanding     
shares of First Security's common stock. The ownership information is as of     
December 31, 1999. In addition, in connection with the merger, each of Spencer  
F. Eccles, Morgan J. Evans, L. Scott Nelson, J. Pat McMurray, Brad D. Hardy,    
Scott C. Ulbrich, Michael P. Caughlin, Mark D. Howell and David R. Golden has   
entered into an employment agreement that provides for payments in connection   
with continued employment after certain business combinations, including the    
merger.                                                                         

In connection with the proposed merger, Wells Fargo will file a registration    
statement on Form S-4 with the SEC. Stockholders of First Security are          
encouraged to read the registration statement, including the proxy              
statement-prospectus that will be part of the registration statement, because it
will contain important information about the merger. After the registration     
statement is filed with the SEC, it will be available for free, both on the     
SEC's web site (www.sec.gov) and from First Security's and Wells Fargo's        
corporate secretaries.                                                          

 # # #

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/19/00		3					S-4,  SC 13D
Filed on:		4/12/00							425
		4/10/00		1					425
For Period End:		4/9/00		5
		4/3/00		2
		12/31/99		4		5			10-K,  13F-HR
									List all Filings