WELLS FARGO ANNOUNCES TENDER OFFER FOR DEBT SECURITIES
SAN FRANCISCO — June 17, 2004
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 longterm 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.