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First Commerce Bancshares Inc – ‘PREA14A’ for 12/31/99 – PRE 14A

On: Thursday, 2/3/00 · For: 12/31/99 · Accession #: 768532-0-4 · File #s: 0-14277 (PRE 14A), 0-14277 · Correction: This Filing was Corrected by the SEC on 2/23/00. `®`

  As Of                Filer                Filing    For·On·As Docs:Size

 2/03/00  First Commerce Bancshares Inc     PREA14A®   12/31/99    1:37K

Additional Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Press Conference Documents                            16±    58K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) First Commerce Wells Fargo
1	1st Page - Filing Submission
2	Wells Fargo
9	First Commerce

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                SCHEDULE 14A INFORMATION

                         Proxy Statement Pursuant to Section 14(a)
                of the Securities Exchange Act of 1934

|X| Filed by the Registrant |_| Filed by a Party other than the Registrant Check
the appropriate box:                                                            

|_|               Preliminary Proxy Statement                                   

|_|               Confidential, for Use of the Commission Only (as permitted by 
Rule 14a-6(e)(2))                           
|_|               Definitive Proxy Statement                                    
|_|               Definitive Additional Materials                               

|X|               Soliciting Material Pursuant to Rule Rule 14(a)-12            

FIRST COMMERCE BANCSHARES, INC. 
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

|X|               No fee required.                                              
|_|               Fee computed on table below per Exchange Act                  
Rules 14(a)-6(i)(1)                         
                  --------------------------------------------------------------
and 0-11.                                   
                  (Title  of each  class  of  securities  to  which  transaction
applies:                                  

                  --------------------------------------------------------------
                 (Aggregate number of securities to which transaction applies:

                  --------------------------------------------------------------
                  (Per  unit  price  or other  underlying  value of  transaction
                   computed  pursuant to  Exchange  Act Rule 0-11 (set forth the
                   amount on which the filing fee is calculated and state how it
was determined):                          

                  --------------------------------------------------------------
     (Proposed maximum aggregate value of transaction:

                  --------------------------------------------------------------
(Total fee paid:                            

                  --------------------------------------------------------------
|_|               Fee paid previously with preliminary materials.               
|_|               Check box if any part of the fee is offset as provided by     
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                  the offsetting fee was paid previously.  Identify the previous
                  filing  by  registration  statement  number,  or the  Form  or
                 Schedule and the date of its filing. (Amount previously paid:

                  --------------------------------------------------------------
  (Form, Schedule or Registration Statement no.:

                  --------------------------------------------------------------
(Filing Party:                              

                  --------------------------------------------------------------
(Date Filed:                                
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First Commerce / Wells Fargo-Norwest

Profile Document

Wells Fargo                                                                     

Headquarters:              San Francisco, CA                                    
Total Assets:                       $218 billion                                
Team Members:              102,000                                              
# Locations:               nearly 6000 in all 50 states and around the world    
# ATMs:                    6100+                                                
# Customers:               15 million+                                          
Size:                      7th largest holding company in the United States     
                           #1 in agricultural lending in US #1 in small business
                         loans #1 in internet banking #3 most ATMs in the US

First Commerce Bancshares, Inc. / Norwest Nebraska                              
Combined Profile                                                                

Headquarters:              Omaha, NE                                            
Total Assets:                       $4.85 billion                               
Deposit Base:              $3.5 billion                                         

Team Members:              2,275                                                
# Locations:               56                                                   
# ATMs:                    215                                                  
Size:                      13.1% deposit share in NE*                           
   2nd largest based on deposit*

                     First Commerce Bancshares        Norwest Nebraska

Headquarters:       Lincoln, NE                        Omaha, NE                
Founded:            1902                               1856                     
Total Assets:       $2.55 billion                      $2.3 billion             
Deposit Base:       $1.7 billion*                      $1.8 billion*            
Team Members:       1,375                              900                      
# Locations:        26 in NE, CO and KS                30 in NE                 
# ATMs:             115                                100                      
Size:               6.3% deposit share in NE*          6.7% deposit share in NE*
                4th largest based on deposit*      3rd largest based on deposit*

*Deposit base as of 6-3-98                                                      

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Organization                                                                    

The merger between Wells Fargo/Norwest and First Commerce Bancshares of Lincoln,
combines Nebraska's *3rd and *4th largest financial  institutions.  Post merger,
the combined entity will have a total of $4.85 billion in assets,  making it the
second largest banking organization in Nebraska with over 13% marketshare.      

In November, 1998 Norwest Corporation, headquartered in Minneapolis, MN acquired
Wells  Fargo,  headquartered  in San  Francisco,  CA and assumed the Wells Fargo
name.  Norwest  Nebraska  operates as a separately  chartered  bank in Nebraska.
First Commerce Bancshares' banks will be combined with Norwest Banks .          

The President and CEO of Wells Fargo is Richard  Kovacevich.  Norwest Nebraska's
Regional  President is Judith Owen.  Judith will remain Regional  President once
the merger with First Commerce is complete.                                     

Brad Korell,  Stuart  Bartruff,  Jo Kinsey and Mark Hansen,  the First  Commerce
senior management team will all stay on board after the merger.                 

Careful Management of Acquisitions                                              

Wells  Fargo-Norwest  follows  avery  careful and  deliberate  path when merging
organizations.  They have acquired 67 organizations and have refined the process
of combining  companies so that disruption to the customer is kept at a minimum.
First Commerce Bancshares is in the top 10 in terms of size of company they have
merged.                                                                         

Impact On Employees                                                             

Norwest realizes that what makes First Commerce  Bancshares worth purchasing are
the people working there.  Therefore,  retaining  excellent team members is very
important  to  them.   In  the  event  of  job   duplication   between  the  two
organizations,  Norwest has a program in place to minimize the overall impact on
the employees who may be faced with a job elimination.                          

Wells  Fargo-Norwest  uses a "Retain and  Retrain"  concept to help team members
actively  search for  alternative  job  opportunities  across the  company.  The
"Retain and Retrain"  program  takes into account  team member  skills,  job and
geographic preferences.                                                         

Commitment To Agriculture                                                       

Wells  Fargo-Norwest  shares First Commerce  Bancshares  commitment to the local
farmer and rancher.  In fact, Wells Fargo-Norwest is #1 in agricultural loans in
the United States.                                                              

Decisions Made Locally                                                          

Wells  Fargo-Norwest's  banking  philosophy  respects the authority of the local
manager to make decisions that affect their  marketplace  while allowing them to
tap into the  collective  strength of products  and services  shared  across the
system.  This allows the company to "out-local" the nationals and "out-national"
the locals.                                                                     

Most loan  decisions  will still be made locally and loan  commitments up to $10
million will be approved at the Nebraska level.                                 

Leading Technology                                                              

Wells  Fargo-Norwest  is truly a leader in technology in the financial  services
industry.  They have the #1 internet banking product and offer  state-of-the-art
ATM technology.  Over 1 Million customers use the Wells  Fargo-Norwest  internet
banking service.                                                                

Investing In The Community                                                      

Wells Fargo-Norwest is recognized in Nebraska for its community  involvement and
leadership.  It  invests  heavily  both  financially  as well as with  volunteer
activities.  Norwest Nebraska is able to contribute as it deems  appropriate and
over   the  last   five   years   has   contributed   over   $3.5   million   to
organizations/events in Nebraska.                                               

Correspondent Banking                                                           

Wells Fargo-Norwest has a sizeable number of correspondent banking relationships
and  shares  the  same  commitment  and  focus to this  group as First  Commerce
Bancshares does.                                                                

When Will Customers See A Change                                                

Until the  merger is final,  it is  business  as usual for both  banks and their
customers.  The merger is anticipated to be complete in Q3 2000. Once the merger
is complete,  a very diligent and methodical  conversion process will take place
so as to minimize  disruptions.  Customers  will be notified in advance if there
are changes to the features of their accounts. Nothing will be changed until the
organization feels confident that service levels will not be affected.          

Benefits To The Customer                                                        

The merger with Wells Fargo-Norwest  provides a level of convenience that is far
superior to that which First  Commerce  Bancshares  offers.  Customers will have
access to over  6,300  ATMs in 21 states,  100 of which are  located  throughout
Nebraska. They will be able to access their account and conduct banking business
in over 2000+ banks in 21 states.  They will be able to utilize  the  industry's
leading internet banking system www.wellsfargo.com.  And, they will benefit from
a superior  set of products  and services  from the  nation's  most  diversified
financial services company.                                                     

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10 Principles in Serving our Communities

1. Local  decision  making.  In  Nebraska,  Norwest's  business  philosophy  of 
    community reinvestment is based on local  decision-making.  It is the key to
    serving our communities effectively. We believe the best decisions are local
decisions made by local people.                                         

2. We trust our  people.  This  process  starts  with our team  members who are 
    closest  to our  customers;  it does  not  start  from a  distant  corporate
    headquarters.  These decisions at the local level are made by people whom we
    trust -- people who know our communities  better than anyone else. These are
    people who live and work in the communities and who have firsthand knowledge
of what really matters in our communities.                              

3. Community involvement decisions are made locally. Those decisions, just like 
our business  decisions about serving our customers and meeting their needs, are
made  in the  marketplace,  close  to the  customer.  It is our  belief  that in
Nebraska,  our market  managers  are in the best  position to  understand  their
community and are to make decisions on local community involvement.             

4. Each of our communities is different.  The needs of Omaha are different than 
    the needs of Hastings or Norfolk.  In small towns or large cities, our local
    managers  are  actively  involved  in their  communities  and are leaders in
    helping  communities  succeed.  They're there to listen to their communities
and respond to the needs identified through our planning process.       

5. The CRA Planning  process is formalized.  We created a CRA planning  process 
    that  focuses  on the  needs of each  local  market.  We use it to  identify
    business   opportunities,   assess  financial   services  needs,   community
    development  opportunities,  the distribution of loans and deposits, and the
    strengths and weaknesses of the market. Then we incorporate that information
    into our  business  plans.  It's a  disciplined  way to be  involved  in the
community's social and economic development.                            

6. We're  not just a bank.  We're a  diversified  financial  services  company. 
    Therefore,   all  of  our  businesses  across  our  combined   companies  --
    traditional banking, mortgage lending, insurance,  investments,  specialized
    lending -- serve the communities in which we do business.  Customers of each
banking store have access to our full array of products and services.   

7. Our team members pitch in. In Nebraska,  hundreds of team members  volunteer 
    their time to improve their  communities - with projects such as Habitat for
    Humanity,  local  Paint-A-Thons,  teaching school children and adults how to
    manage personal finances and teaching prospective home buyers how to prepare
for home ownership.                                                     

8. Every business decision has a community impact. We consider  community needs 
    when we make business  decisions -- because  supporting our  communities and
    promoting their long-term success is essential to our long-term success. For
    example,  to  minimize  job  losses  in some  banking  communities,  Norwest
    Corporation spent nearly $15 million recently to "retain and retrain" valued
 team members in our two-year consolidation of banking operations centers.

9.  We  value  local   partnerships.   We  work  with   hundreds  of   community
    organizations  to revitalize our  neighborhoods  through  programs that make
    housing  affordable  and stimulate  business  growth.  We work with Nebraska
    cities and other local  government  agencies to identify needs and to create
solutions, including public/private financing and other partnerships.   

10. We're a leader in non-profit organization contributions.  Over the last five
    years,   Norwest  has   contributed   nearly  $3.5  million  to   non-profit
    organizations in Nebraska. This giving - driven by the consistent growth and
    profitability of our company - has allowed many non-profit organizations the
    means to make a positive  difference  in the  communities  in which  Norwest
    operates.  In  addition  to this  investment,  we also  contribute  creative
    thinking,  partnerships  and  hundreds of  volunteer  hours from many of the
1,000+ team members in Nebraska.                                        

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Approved Quotes                                                                 

Jim Stuart, Jr.                                                                 
Chairman and CEO                                                                

First Commerce Bancshares, Inc                                                  

" We looked for a partner who appreciates quality people and quality service. As
we worked through the process with Wells Fargo, we saw that they shared the same
set of  values  that we have  held  true to over  the  years - take  care of the
customer  and take care of the  employee.  We have  world  class  people in this
organization  and  Wells  Fargo  recognizes  the  impact  they  have made on our
communities.  The friendly  smiles you see today will be there for our customers
tomorrow, regardless of what name is on our buildings."                         

" I am proud of this organization and the people in it.                         

"We have always  maintained a strong  commitment to the communities we serve and
that commitment will still be there after we change the name on our building. My
family has strong  roots in  Nebraska  and our  interest  in the welfare of this
state will continue."                                                           

"The only way we would do this is if our customers  wouldn't be affected.  Wells
Fargo/Norwest  shares this sentiment and thus,  customers  should feel confident
that the  service  that have come to expect  and  deserve  from us will still be
there.  In fact, by combining,  we will be able to provide our customers  with a
set of services  that we weren't able to offer - the  convenience  of a national
network of banking  outlets and a industry  leading online banking product as an
example."                                                                       

"We have  learned  and  validated  the fact that most  decisions  are truly made
locally within the Wells Fargo system. Our executive team will still be in place
to serve our  customers  and provide  strategic  direction  for the markets they
manage.  And  because of this,  you can  continue to count on us to look out for
your concerns - as any neighbor would."                                         

"Not only do we share  common  values  and  business  philosophies,  we are both
focused on the types of organizations within Nebraska. Wells Fargo/Norwest is #1
provider of small business loans and ag loans in the nation. And, they, like us,
have a focus on servicing correspondent banks."                                 

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Wells Fargo History FAQs

Since 1852, Wells Fargo moved along the mining trails,  stagecoach  routes,  and
railroad tracks crossing the American West. The express network grew,  decade by
decade,  and in 1888,  Wells Fargo & Co.'s lines  reached  "Ocean-to-Ocean."  By
1918, Wells Fargo had over 10,000 agencies nationwide.                          

Quick answers about our 146 years.

When did Wells Fargo start, and why is that its name?                           

     In 1852,  Henry Wells and William G. Fargo,  eastern  express  businessmen,
     founded Wells,  Fargo & Co. to do express and banking business for the Gold
     Rush West. The first offices opened in San Francisco and Sacramento on July
13, 1852.                                                             

Where did Wells Fargo have offices?                                             

     Almost  everywhere,  with  connections  to any place else. At first,  Wells
     Fargo linked the Gold Rush Pacific Coast with eastern and European  cities.
     Wells  Fargo  agencies  and express  routes then spread  across the Western
     plains  and  mountains  -  part  of  the  nation's  great  transcontinental
     transportation   achievement.  In  1888,  Wells  Fargo  established  direct
     "Ocean-to-Ocean"  service,  with large  networks in the  Northeast  and the
     Midwest.  By the early  twentieth  Century,  Wells  Fargo  had over  10,000
     offices  nationwide,  plus an  extensive  network in Mexico,  and  overseas
agencies from Shanghai to Berlin.                                     

When did Wells Fargo open in various states?                                    

Arizona -    1860              Nevada -         1860                  
California - 1852              New Mexico -     1881                  
Colorado -   1866              North Dakota -   1886                  
Idaho -      1861              Ohio -            1886                 
Illinois -   1871              Oregon -          1852                 
Indiana -    1888              South Dakota -    1909                 
Iowa -       1883              Texas -           1881                 
Minnesota -  1886              Utah -           1865                  
Montana -    1866              Washington -     1857                  
Nebraska -   1867              Wisconsin -      1909                  
             Wyoming -        1866
Note:  Wells Fargo's  messengers  traveled across this territory and served many
towns well before the Company opened offices in them.                           

When did Wells Fargo become a bank?                                             

     1852 - from the  beginning:  signs on the  first  office  in San  Francisco
     proclaimed it an "Express and Banking  House." The first ads in 1852 listed
     the banking services: buying and transporting gold; cashing checks; selling
     bank drafts  payable in other  states and  overseas  [known as  exchanges];
     accepting  deposits  and making  loans.  In the 19th  Century,  Wells Fargo
     maintained  large banking  offices in the major cities of the West, as well
     as in New York.  Wells Fargo's Express network brought its banking services
virtually anywhere.                                                   

What's the stagecoach story?                                                    

     Wells Fargo  contracted  with many  transportation  companies  -steamships,
     railroads,  and stagelines - to carry its express. After the Gold Rush, the
     new   Westerners   wanted   rapid   transcontinental   transportation   and
     communications. In 1858, Wells Fargo and other express companies formed the
     Overland  Mail  Company,  known as the  "Butterfield  Line"  after  company
     president John  Butterfield.  Its stagecoaches  linked  California with the
     railroads at St. Louis via the Southwest. In 1866, Wells Fargo combined the
     large western  overland  stagelines  into Wells Fargo's Great Overland Mail
     stageline.  It stretched over the Sierra and the Rockies,  across the Great
Plains and up to Idaho and Montana.                                   

What happened to the Express?                                                   

     In  1918,  the  federal  government  assumed  operations  of  the  nation's
     railroads and express as a wartime measure.  Wells Fargo, American Express,
     Southern Express,  and all other express companies' offices,  equipment and
     employees  were merged into one vast American  Railway  Express.  The Wells
     Fargo name  disappeared from express wagons and offices at 10,000 locations
     worldwide,  ending an era in American transportation history. At the end of
     the First World War, there was mutual  agreement to continue with a unified
     express  company,  and the Railway  Express  Agency  continued  until 1972.
     American Express built on its financial services for travelers. Wells Fargo
     continued its banking operations in San Francisco,  where, "our ambition is
     not to be the largest bank," said bank president Isaias W. Hellman," but to
be the soundest and the best."                                        

What's Wells Fargo Armored Car Service?                                         

     It is a separate company with permission to use the name and the pony rider
logo.                                                                           

     Wells  Fargo   Protective   Services  and  Armored  Car  Services   have  a
     long-standing  exclusive  license  from Wells Fargo & Company.  Their money
     transport,  alarm and guard  services  have  carried  the Wells  Fargo name
     across the nation. They now operate as Loomis Fargo & Co. It is not part of
Wells Fargo & Company or Wells Fargo Bank.                            

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[GRAPHIC OMITTED][GRAPHIC OMITTED] At-A-Glance               Fourth Quarter 1999
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WHO WE ARE                                                                      

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Wells Fargo (NYSE: WFC) is a diversified  financial services company - providing
banking, insurance, investments, mortgage and consumer finance from almost 6,000
stores, the Internet (www.wellsfargo.com) and other distribution channels across
North America and elsewhere internationally.                                    

We're headquartered in San Francisco, but we're decentralized in such a way that
every  local  Wells  Fargo  store  is a  headquarters  for  satisfying  all  our
customer's financial needs and helping them succeed financially. Wells Fargo has
$218 billion in assets, 15 million customers and 102,000 team members. We ranked
seventh in assets and fourth in the market  value of our stock at June 30, among
our peers.                                                                      

                  Our vision is to become the premier financial services company
in North America. We want to satisfy all our customers' financial needs and help
them become financially successful.                                             

Forbes Global Business & Finance magazine  recently ranked Wells Fargo as the #1
bank in the world* and Smart Money  magazine named Wells Fargo its #1 stock pick
in the banking segment of the financial services industry for 1999.             

*  Based on average  annual  return on  capital  and sales  growth  ('93 - '97),
   change in the company's stock price for 52 weeks ending 12/14/98,  net profit
   per team member, and securities analysts' consensus estimated forecast of '99
earnings per share growth.                                                

                                                         KEY FACTS (6/30/99)
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Assets...................................205 billion                            
Team Members.............................102,000                                
Customers................................15 million                             
Stores...................................nearly 6,000                           
ATMs.....................................over 6,100                             
Stockholders.............................88,648                                 
Market Capitalization....................$70.5 billion                          
Common Shares Outstanding................1.65 billion                           
Return on Assets *** ....................2.23 %                                 
Return on Equity *** ....................33.43 %                                

 INDUSTRY RANKINGS

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Retail banking cross-sell           #1                                          
Mortgage originations                             #1                            
Small business lending              #1                                          
(Source: Psi Services, Inc. - Boston)                                 
Agricultural lending                                          #1                
Online financial services                            #1                         
Supermarket banking                                           #1                
Education finance                   #1                                          
Commercial real estate lending      #1                                          
Insurance agency sales              #1                                          

                          -17-

*Information as of June 30, 1999. **Does not include stockholders holding shares
in broker accounts. ***Cash basis, before charges for goodwill (premium over the
fair value of net assets acquired) and  non-qualifying  core deposit  intangible
(acquired after regulatory capital rule changes in 1992).                       

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DIVERSITY OF BUSINESSES                                                         

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Our  diversity  of  business  lines  makes  us much  more  than a bank.  We're a
diversified financial services company. Our diversity helps us weather downturns
that inevitably affect any one segment of our industry.                         

At-A-Glance/Page 2                                                              

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POWERFUL DISTRIBUTION                                                           

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POWERFUL  DISTRIBUTION  #1 in Total Stores (5,925 stores) #3 Bank (2,932 stores)
#1 Mortgage  (795  stores) #1  Supermarket  (1,093  stores) #1 Consumer  Finance
(1,311 stores) #1 Internet Bank Leading Phone Bank (20 million calls monthly) #3
ATM network (6,301 ATMs)                                                        

OUR BUSINESSES                                                                  

COMMUNITY BANKING                                                               
o        2,932 banking stores in 21 states                                      
o        9.1 million customers                                                  
o        USA's largest contiguous banking franchise                             

 Number of Banking Stores by State

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o        Arizona (316)                  o        Minnesota (163)               o  Oregon (121)     
o        California (1,057)             o        Montana (41)                  o  South Dakota (52)
o        Colorado (114)                 o        Nebraska (30)                 o  Texas (446)      
o        Idaho (17)                     o        Nevada (128)                  o  Utah (24)        
o        Illinois (9)                   o        New Mexico (96)               o  Washington (133) 
o        Indiana (43)                   o        North Dakota (26)             o  Wisconsin (61)   
o        Iowa (45)                      o        Ohio (1)                      o  Wyoming (9)      

Wells Fargo Card Services                                                       

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o        4.8 million credit card accounts                                       
o        $5.0 billion in outstanding balances                                   

NORWEST MORTGAGE                                                                
o 795 stores,  presence in all 50 states o 2.4 million  customers o Originations
totaled  $51 billion  (2Q99) o Servicing  totaled  $266  billion  (2Q99) o USA's
leading mortgage lender o USA's leading lender to first-time  homebuyers o USA's
leading lender to home builders                                                 

o USA's leading lender to ethnic minority and low- to moderate-income homebuyers
At-A-Glance/Page 3                                                              

                                     Number of Mortgage Stores by State*

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o        Alabama (6)            o        Illinois (24)       o        Montana (9)         o        Rhode Island (2)   
o        Alaska (3)             o        Indiana (11)        o        Nebraska (8)        o        South Carolina (7) 
o        Arizona (16)           o        Iowa (22)           o        Nevada (15)         o        South Dakota (10)  
o        Arkansas (9)           o        Kansas (1)          o        New Hampshire (6)   o        Tennessee (9)      
o        California (102)       o        Kentucky (6)        o        New Jersey (15)     o        Texas (39)         
o        Colorado (52)          o        Louisiana (9)       o        New Mexico (15)     o        Utah (16)          
o        Connecticut (3)        o        Maine (3)           o        New York (22)       o        Vermont (2)        
o        Delaware (5)           o        Maryland (11)       o        North Carolina      o        Virginia (14)      
                                      (25)                                                                            

o        Washington, DC (NA)    o        Massachusetts (10)  o        North Dakota (10)   o        Washington (37)    
o        Florida (30)           o        Michigan (19)       o        Ohio (26)           o        West Virginia (2)  
o        Georgia (20)           o        Minnesota (60)      o        Oklahoma (6)        o        Wisconsin (16)     
o        Hawaii (NA)            o        Mississippi (1)     o        Oregon (20)         o        Wyoming (7)        
o        Idaho (6)              o        Missouri (9)        o        Pennsylvania (19)                               

* Does not include Mortgage locations inside banking stores.                    

NORWEST FINANCIAL                                                               
Consumer finance (closed-end and revolving loans and sales finance,  real estate
loans,  data  processing  provider  for the consumer  finance  industry) o 1,311
consumer finance stores in 47 states and elsewhere internationally              

     Norwest  Financial -- 862 stores in 47 states  Trans  Canada  Credit -- 148
stores in all 10 provinces                                            

     National  Retail  Credit  Services  (managed  by Trans  Canada  Credit)  --
     Private-label  credit card operation  serving large retailers across Canada
Island Finance -- 148 stores in Caribbean, Latin America              

     Community Credit,  Fidelity  Financial  Services -- 214 stores in 32 states
(auto finance) 
                                                        [Enlarge/Download Table]
                                                                                                       

                                     Number of Norwest Financial Stores by State                                      

----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
o        Alabama (33)           o        Indiana (17)        o        Montana (7)         o        Rhode Island (3)   
o        Alaska (6)             o        Iowa (15)           o        Nebraska (10)       o        South Carolina     
                                                                                               (26)                   

o        Arizona (17)           o        Kansas (9)          o        Nevada (15)         o        South Dakota (4)   
o        California (86)        o        Kentucky (20)       o        New Jersey (8)      o        Tennessee (28)     
o        Colorado (16)          o        Louisiana (30)      o        New Mexico (20)     o        Texas (52)         
o        Connecticut (3)        o        Maine (2)           o        New York (14)       o        Utah (13)          
o        Delaware (2)           o        Maryland (22)       o        North Carolina      o        Virginia (11)      
                                      (33)                                                                            

o        Florida (57)           o        Massachusetts (11)  o        North Dakota (6)    o        Washington (21)    
o        Georgia (21)           o        Michigan (5)        o        Ohio (31)           o        West Virginia (6)  
o        Hawaii (11)            o        Minnesota (14)      o        Oklahoma (16)       o        Wisconsin (14)     
o        Idaho (10)             o        Mississippi (16)    o        Oregon (16)         o        Wyoming (4)        
o        Illinois (26)          o        Missouri (27)       o        Pennsylvania (28)                               

*  Does not include Trans Canada Credit, National Retail Credit Services, Island                                      
   Finance and Community Credit, Fidelity Financial Services stores.                                                  


INVESTMENTS GROUP                                                               

Institutional Trust                                                             

Employee benefit plan and master trust/custody assets under administration: $260
billion. Assets under management: $24 billion. 650,000 plan participants. One of
USA's 20 largest 401 (k) providers.                                             

Institutional Brokerage                                                         

69 registered representatives, 14,000 customers                                 

At-A-Glance/Page 4                                                              

Private Client Services                                                         

Integrated  financial  solutions  for high net worth and  affluent  individuals.
Largest personal trust company in Western USA.                                  

Online Financial Services                                                       

..............................................................................
USA's  largest  online  banking  provider - 980,000  online  banking  customers,
900,000 of which access us through the Internet.  Online Financial Services aims
to be our customer's  "trusted  gateway" - the single resource bringing together
all the tools,  financial products and related life event goods and services our
customers  will need to  realize  their  financial  goals and make  their  lives
easier.                                                                         

Mutual Funds                                                                    

..............................................................................
Two fund families, Stagecoach Funds with 42 funds plus 6 annuity funds with over
$29 billion in assets and Norwest  Advantage  Funds with 43 funds plus 4 annuity
funds with over $25 billion in assets.                                          

Wells Capital Management                                                        

 ...............................................................................
Investment  management for large institutional  clients including  corporations,
pension plans and foundations.                                                  

AUTO FINANCE                                                                    
o        $10 billion in assets                                                  
o        7,000 car dealer customers coast to coast                              
o        #3 in USA in leasing                                                   
o        #4 in USA in all auto finance categories combined                      

EDUCATION FINANCE                                                               
o #1 in USA in  originations;  originates  $2.3  billion per year in federal and
private loans and services over $5.5 billion in loans                           

o    Serves more than  775,000  customers  in all 50 states,  offering  the most
     extensive  product  offering in the  industry to  undergraduate,  graduate,
business, law, and medical students                                   

o        Receivables:  $6 billion                                               

NORWEST INSURANCE                                                               
o        USA's largest bank-affiliated insurance agency                         
o        USA's second largest crop insurer                                      

NORWEST EQUITY PARTNERS                                                         
Invests   in   mature,   growing   companies   including   management   buyouts,
recapitalizations  and  industry  consolidations.  Norwest  Equity  Partners  VI
capitalized at $300 million. Locations: Minneapolis, Los Angeles                

NORWEST VENTURE PARTNERS                                                        
Provides  equity  capital  for early stage  emerging  companies  in  information
technology industries.  Norwest Venture Partners VII capitalized at $250 million
of commitments. Locations: Palo Alto, Calif. and Wellesley, Mass.               

BUSINESS BANKING                                                                
Provides  capital and financial  services to businesses with sales less than $10
million. Primary products/services include cash management;  lending; credit and
debit  card  processing;  investments  and  retirement  plans;  payroll  and tax
services and online banking.                                                    

At-A-Glance/Page 5                                                              

WHOLESALE BANKING                                                               

Capital Markets Group                                                           

..............................................................................
Debt and equity capital for customers across USA                                

Corporate Banking                                                               

..............................................................................
Serving large corporate customers with annual sales of $250+ million            

Commercial Banking                                                              

 ...............................................................................
The Commercial Banking Group serves  middle-market  businesses with annual sales
in excess of $5 million by offering a variety of products and services including
traditional commercial lines and loans, cash management and electronic products.

The Foothill Group                                                              

..............................................................................
Asset based lending throughout the United States and asset management for       
institutional investors                                                         

Norwest Equipment Finance                                                       

 ...............................................................................
A leading provider of equipment loans/leases                                    

Norwest Business Credit                                                         

..............................................................................
Asset based lending, factoring, debtor in possession financing                  

Real Estate Lending Group                                                       

..............................................................................
Serves large scale real estate customers                                        

Shareowner Services                                                             

............................................................................. 
USA's 6th largest stock transfer agent                                          

Treasury Management                                                             

............................................................................. 
USA's 2nd largest originator of automated clearinghouse transactions            

International Banking                                                           

 ...............................................................................
Wells Fargo HSBC Trade bank - USA's only nationally chartered bank exclusively  
for international trade.                                                        

Foreign Exchange                                                                

 ...............................................................................
Assists middle market companies manage currency trading risk.                   

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MAP OF STATE OF NEBRASKA SHOWING COMBINED NORWEST NEBRASKA / FIRST COMMERCE     
BANCSHARES, INC.  BANKING LOCATIONS                                             

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###         
This press release contains forward-looking statements about Wells Fargo and its
proposed acquisition of First Commerce. These statements include descriptions of
(a) the anticipated closing date of the acquisition and (b) plans and objectives
of Wells  Fargo's  management  for future  operations,  products and services of
First  Commerce  following the  acquisition.  Forward-looking  statements can be
identified by the fact that they do not relate strictly to historical or current
facts. They often include the words "believe," "expect," "anticipate," "intend,"
"plan,"  "estimate" or words of similar meaning,  or future or conditional verbs
such as "will, "would," "should," "could" or "may."                             

Forward-looking   statements,   by  their  nature,  are  subject  to  risks  and
uncertainties.  A number of  factors--many  of which are  beyond  Wells  Fargo's
control--could   cause   actual   conditions,   events  or   results  to  differ
significantly  from those  described in the  forward-looking  statements.  Wells
Fargo's  reports filed with the SEC,  including  Wells Fargo's Form 10-Q for the
quarter ended  September 30, 1999,  describe  some of these  factors,  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  September  30, 1999 Form 10-Q include  changes in business and
economic    conditions,    competition,    fiscal   and    monetary    policies,
disintermediation,   legislation,   the   combination   of  the  former  Norwest
Corporation  and the  former  Wells  Fargo &  Company,  and  other  mergers  and
acquisitions.                                                                   

There are other factors besides these that could cause actual conditions, events
or results to differ  significantly from those described in the  forward-looking
statements or otherwise affect in the future Wells Fargo's business,  results of
operations and financial condition.                                             

The  material  from the  press  conference  described  above may be deemed to be
solicitation  material in respect of the proposed  acquisition of First Commerce
Bancshares,  Inc.  ("First  Commerce") by Wells Fargo & Company  ("Wells Fargo")
through the merger of a wholly-owned  subsidiary Wells Fargo with and into First
Commerce,  pursuant  to a  Agreement  and  Plan of  Reorganization,  dated as of
February  1,  2000,  by  and  between  First   Commerce  and  Wells  Fargo  (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  Commerce 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:  Stuart L. Bartruff,  David T. Calhoun, Mark Hansen, Brad Korell,
Connie Lapaseotes,  John G. Lowe, John C. Os-borne, Richard C. Schmoker, William
C. Schmoker,  Kenneth W. Staab,  James Stuart,  Jr., James Stuart, III and Scott
Stuart. Of these directors and executive officers,  Richard C. Schmoker, William
C. Schmoker, James Stuart, Jr., James Stuart, III and Scott Stuart may be deemed
beneficial  owners of  approximately  (i) 1.6 million shares of First Commerce's
Class A common stock (constituting  approximately 60.7% of the outstanding Class
A shares) and (ii) 5.9 million shares of First  Commerce's  Class B common stock
(constituting  approximately  54.8% of the outstanding Class B shares).  None of
the other persons  listed above owns more than 1% of the  outstanding  shares of
either First  Commerce's  Class A common stock or its Class B common stock.  The
ownership  information  is as of December 31, 1999.  In addition,  in connection
with the  Merger,  each of Stuart L.  Bartruff,  Mark Hansen and Brad Korell has
entered into an  employment/non-compete  agreement, and each of James Stuart Jr.
and James Stuart III has entered into a  non-compete  agreement.  The  foregoing
persons are also  parties to retention  agreements  that provide for payments in
connection  with  continued  employment  after  certain  business  combinations,
including the merger.                                                           

Shareholders  of First Commerce and other  investors are urged to read the proxy
statement-prospectus  which will be included in the  registration  statement  on
Form S-4 to be filed by Wells Fargo with the SEC in connection with the proposed
merger because it will contain important information. After it is filed with the
SEC,  the proxy  statement-prospectus  will be available  for free,  both on the
SEC's  web site  (www.sec.gov)  and from  First  Commerce's  and  Wells  Fargo's
respective corporate secretaries, as follows:                                   

First Commerce:                                      Wells Fargo:               
Corporate Secretary                                  Corporate Secretary        
First Commerce Bancshares Inc.                       Wells Fargo & Company      
NBC Center                                           MAC N9305-173              
1248 "O" Street                                      Sixth and Marquette        
Lincoln, NE, 68508                                   Minneapolis, MN 55479      
(402) 434-4110                                       (612) 667-8655

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREA14A’ Filing	Date	First	Last	Other Filings

Corrected on:	2/23/00
Filed on:	2/3/00
	2/1/00	9
For Period End:	12/31/99	9		10-K, DEF 14A, DEFA14A
	9/30/99	9		10-Q
	6/30/99	7		10-Q
				List all Filings

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Filing Submission 0000768532-00-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

First Commerce Bancshares Inc – ‘PREA14A’ for 12/31/99 – PRE 14A

On: Thursday, 2/3/00 · For: 12/31/99 · Accession #: 768532-0-4 · File #s: 0-14277 (PRE 14A), 0-14277 · Correction: This Filing was Corrected by the SEC on 2/23/00. ®

Additional Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

On: Thursday, 2/3/00 · For: 12/31/99 · Accession #: 768532-0-4 · File #s: 0-14277 (PRE 14A), 0-14277 · Correction: This Filing was Corrected by the SEC on 2/23/00. `®`

Additional Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents