Wells Fargo & Company
(NYSE:WFC) said today it has begun a tender offer for "any and all" of the
outstanding securities of 17 different series of debt of the Company and its
affiliates. The total principal amount outstanding of the securities included
in the offer is approximately $4.625 billion. The offer consists of a separate
offer for each series of securities listed in the table at the end of this
release. The Company will conduct each offer in accordance with the Offer to
Purchase dated June 17, 2004. Each offer will expire at 11:59 p.m., New York
City time, on Wednesday, June 23, 2004, unless extended or earlier terminated.
"The tender offer is consistent with the Company's strategy of
opportunistically reducing its long-term financing costs," said Howard Atkins,
Chief Financial Officer. "Most of the securities included in the tender offer
were issued by the Company's consumer finance subsidiary, Wells Fargo
Financial, Inc. As previously announced, the Company has consolidated the
funding for Wells Fargo Financial at the holding company level, and this tender
offer is an extension of that consolidation."
The Company is offering to purchase for cash any and all outstanding securities
of each series included in the tender offer. For each $1,000 principal amount
of securities of a series tendered and accepted, the holders will receive a
price calculated in accordance with the Offer to Purchase. That price is
intended to result in a yield to maturity equal to:
-- the yield to maturity of the U.S. Treasury reference security for that
series (as measured at 3:00 p.m., New York City time, on the last
New York Stock Exchange trading day before the day the offer for that
series expires) plus
-- the fixed spread for that series,
except that in no case will the Company pay more than the maximum purchase
price specified for that series. The table at the end of this release provides
the U.S. Treasury reference security, the fixed spread, and the maximum
purchase price per $1,000 principal amount for each series of securities
included in the tender offer.
Each offer is conditioned on the Company paying no more than $2.5 billion in
total (including interest) for all securities purchased in all of the offers.
If acceptance of all securities validly tendered in all of the offers would
require the Company to pay more than $2.5 billion in total (including
interest), the Company currently intends to terminate one or more offers so
that the total amount it pays for the securities it purchases in the remaining
offers is no more than this amount, but the Company is not obligated to do so.
Each offer is also conditioned on satisfaction of the other conditions
described in the Offer to Purchase. The offers are not conditioned on a
minimum principal amount of securities being tendered.
The Company will pay the purchase price plus accrued interest for any
securities it purchases in an offer in same-day funds on the second New York
Stock Exchange trading day after the date on which that offer expires, or as
soon thereafter as practicable.
Securities tendered for any series may be withdrawn before the expiration time
for that series, and the Company may terminate the offer for any series before
the applicable expiration time. The Company can give no assurance as to the
principal amount of securities of any series that will be tendered and accepted
in the offer.
Goldman, Sachs & Co. and Morgan Stanley are the Dealer Managers for the offer.
Global Bondholder Services Corporation is the Depositary and Information Agent.
This news release is neither an offer to purchase nor a solicitation of an
offer to sell the securities. The offers are made only by the Offer to
Purchase dated June 17, 2004, and the information in this news release is
qualified by reference to the Offer to Purchase. Persons with questions
regarding the offer should contact Goldman, Sachs & Co. at 877-686-5059 or
212-357-3019 or Morgan Stanley at 800-624-1808 or 212-761-1941. Requests for
documents should be directed to Global Bondholder Services Corporation at
866-873-6300 or 212-430-3774.
Wells Fargo & Company is a diversified financial services company with $397
billion in assets, providing banking, insurance, investments, mortgage and
consumer finance from more than 5,900 stores and the internet (wellsfargo.com)
across North America and elsewhere internationally.
List of Securities
1. Servus Financial Corporation*:
-- Title of Securities: 7.00% Subordinated Notes due July 15, 2005
-- Principal Amount Outstanding: $125,000,000
-- CUSIP Number / (ISIN Number): 336294AG8 / (US336294AG88)
-- Fixed Spread (Bp): 18
-- UST Reference Security: 1.125% due 06/30/2005
-- Bloomberg Reference Page: BBT4
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,053.10
2. Wells Fargo Financial, Inc.:
-- Title of Securities: 7.00% Senior Notes due November 1, 2005
-- Principal Amount Outstanding: $300,000,000
-- CUSIP Number / (ISIN Number): 94975CAB3 / (US94975CAB37)
-- Fixed Spread (bp): 20
-- UST Reference Security: 1.625% due 10/31/2005
-- Bloomberg Reference Page: BBT4
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,063.60
3. Wells Fargo Financial, Inc.:
-- Title of Securities: 6.125% Senior Notes due February 15, 2006 (1)
-- Principal Amount Outstanding: $500,000,000
-- CUSIP Number / (ISIN Number): 94975CAD9 / (US94975CAD92)
-- Fixed Spread (bp): 23
-- UST Reference Security: 1.875% due 01/31/2006
-- Bloomberg Reference Page: BBT4
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,059.50
4. Servus Financial Corporation*:
-- Title of Securities: 6.875% Senior Notes due November 15, 2006
-- Principal Amount Outstanding: $150,000,000
-- CUSIP Number / (ISIN Number): 336294AH6 / (US336294AH61)
-- Fixed Spread (bp): 24
-- UST Reference Security: 2.625% due 11/15/2006
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,089.10
5. Wells Fargo Financial, Inc.**:
-- Title of Securities: 7.20% Senior Notes 2007 Series due May 1, 2007
-- Principal Amount Outstanding: $150,000,000
-- CUSIP Number / (ISIN Number): 669383DH1 / (US669383DH15)
-- Fixed Spread (bp): 25
-- UST Reference Security: 3.125% due 05/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,108.00
6. Wells Fargo Financial, Inc.:
-- Title of Securities: 4.875% Senior Notes 2007 Series due June 12,
2007 (1)
-- Principal Amount Outstanding: $500,000,000
-- CUSIP Number / (ISIN Number): 94975CAK3 / (US94975CAK36)
-- Fixed Spread (bp): 36
-- UST Reference Security: 3.125% due 05/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,043.70
7. Wells Fargo & Company***:
-- Title of Securities: 6.75% Medium-Term Fixed Rate Notes, Series H
due June 15, 2007
-- Principal Amount Outstanding: $200,000,000
-- CUSIP Number / (ISIN Number): 66938FJT2 / (US66938FJT21)
-- Fixed Spread (bp): 33
-- UST Reference Security: 3.125% due 05/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,097.40
8. Wells Fargo Financial, Inc.:
-- Title of Securities: 7.47% Senior Medium-Term Notes due August 8,
2007
-- Principal Amount Outstanding: $50,000,000
-- CUSIP Number / (ISIN Number): 9497E5AA0 / (US9497E5AA09)
-- Fixed Spread (bp): 29
-- UST Reference Security: 3.25% due 08/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,119.90
9. Wells Fargo Financial, Inc.**:
-- Title of Securities: 6.375% Senior Notes 2007 Series due
December 1, 2007
-- Principal Amount Outstanding: $100,000,000
-- CUSIP Number / (ISIN Number): 669383DP3 / (US669383DP31)
-- Fixed Spread (bp): 35
-- UST Reference Security: 3% due 11/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,091.00
10. Wells Fargo Financial, Inc.**:
-- Title of Securities: 6.25% Senior Notes 2007 Series due
December 15, 2007
-- Principal Amount Outstanding: $100,000,000
-- CUSIP Number / (ISIN Number): 669383DD0 / (US669383DD01)
-- Fixed Spread (bp): 37
-- UST Reference Security: 3% due 11/15/2007
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,087.30
11. Wells Fargo Financial, Inc.:
-- Title of Securities: 5.875% Senior Notes 2008 Series due
August 15, 2008(1)
-- Principal Amount Outstanding: $600,000,000
-- CUSIP Number / (ISIN Number): 94975CAF4 / (US94975CAF41)
-- Fixed Spread (bp): 37
-- UST Reference Security: 3.25% due 08/15/2008
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,077.50
12. Wells Fargo Financial, Inc.**:
-- Title of Securities: 5.625% Senior Notes due February 3, 2009
-- Principal Amount Outstanding: $200,000,000
-- CUSIP Number / (ISIN Number): 669383DR9 / (US669383DR96)
-- Fixed Spread (bp): 37
-- UST Reference Security: 3% due 02/15/2009
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,067.30
13. Wells Fargo Financial, Inc.**:
-- Title of Securities: 6.85% Senior Notes 2009 Series due
July 15, 2009
-- Principal Amount Outstanding: $250,000,000
-- CUSIP Number / (ISIN Number): 669383DK4 / (US669383DK44)
-- Fixed Spread (bp): 45
-- UST Reference Security: 3.875% due 05/15/2009
-- Bloomberg Reference Page: BBT5
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,122.90
14. Wells Fargo Financial, Inc.:
-- Title of Securities: 6.125% Senior Notes 2012 Series due
April 18, 2012(1)
-- Principal Amount Outstanding: $500,000,000
-- CUSIP Number / (ISIN Number): 94975CAJ6 / (US94975CAJ62)
-- Fixed Spread (bp): 50
-- UST Reference Security: 4.875% due 02/15/2012
-- Bloomberg Reference Page: BBT6
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,086.00
15. Wells Fargo Financial, Inc.:
-- Title of Securities: 5.50% Senior Notes 2012 Series due
August 1, 2012(1)
-- Principal Amount Outstanding: $500,000,000
-- CUSIP Number / (ISIN Number): 94975CAL1 / (US94975CAL19)
-- Fixed Spread (bp): 50
-- UST Reference Security: 4.375% due 08/15/2012
-- Bloomberg Reference Page: BBT6
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,042.40
16. Wells Fargo & Company***:
-- Title of Securities: 6.65% Subordinated Debentures due October 15,
2023
-- Principal Amount Outstanding: $200,000,000
-- CUSIP Number / (ISIN Number): 669380AW7 / (US669380AW79)
-- Fixed Spread (bp): 51
-- UST Reference Security: 5.375% due 02/15/2031
-- Bloomberg Reference Page: BBT8
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,107.50
17. Wells Fargo & Company***:
-- Title of Securities: 6.75% Medium-Term Fixed Rate Notes, Series J
due December 15, 2027
-- Principal Amount Outstanding: $200,000,000
-- CUSIP Number / (ISIN Number): 66938FJU9 / (US66938FJU93)
-- Fixed Spread (bp): 58
-- UST Reference Security: 5.375% due 02/15/2031
-- Bloomberg Reference Page: BBT8
-- Maximum Purchase Price Per $1,000 Principal Amount: $1,122.10
----------------
* Originally issued by First Security Corporation. After expiration
of the offers, the Company anticipates that it will cause Servus
Financial Corporation to be merged into one of the Company's
wholly-owned subsidiaries.
** Originally issued under the name Norwest Financial, Inc., now known
as Wells Fargo Financial, Inc.
*** Originally issued under the name Norwest Corporation, now known as
Wells Fargo & Company.
(1) Listed on the Luxembourg Stock Exchange.
DATASOURCE: Wells Fargo & Company
CONTACT: media, Janis Smith, +1-415-396-7711, or investors,
Emily Janowsky, +1-415-396-4496, both of Wells Fargo & Company
Web site: http://www.wellsfargo.com/