Wells Fargo Subordination Request PDF Details

In the Wells Fargo subordination request form, the bank requests that the borrower agrees to subordinate their interest in the property to any future senior indebtedness. This is a common request from lenders when a property is being refinanced. By subordinating their interest, the borrower agrees not to take any legal action against the lender in order to protect their position as a junior creditor. The Wells Fargo subordination request form can be found on the bank's website.

You will find details about the type of form you would like to prepare in the table. It can show you the time you will require to finish wells fargo subordination request, what fields you need to fill in, etc.

QuestionAnswer
Form NameWells Fargo Subordination Request
Form Length88 pages
Fillable?No
Fillable fields0
Avg. time to fill out22 min
Other namessubordination checklist for wells fargo, wells fargo subordination, wells fargo home equity line of credit subordination requirements, wells fargo subordination requirements

Form Preview Example

Table of Contents

Filed Pursuant to Rule 424(b)(5)

File Numbers 333-103711-02 and 333-103711

Prospectus Supplement To Prospectus dated March 31, 2003

$500,000,000

Wells Fargo Capital IX

5.625% Trust Originated Preferred Securities (TOPrSSM)

guaranteed by

Wells Fargo & Company

Wells Fargo Capital IX is offering trust originated preferred securities (TOPrSSM), which we refer to in this prospectus supplement as “capital securities,” that Wells Fargo & Company will fully and unconditionally guarantee, based on its combined obligations under a guarantee, a trust agreement and a junior subordinated indenture. Wells Fargo Capital IX will redeem the capital securities on April 8, 2034, and may redeem them earlier, subject to any required prior approval of the Board of Governors of the Federal Reserve System.

The capital securities may be redeemed, in whole or in part, at any time on or after April 8, 2009 at a redemption price equal to the total liquidation amount plus accumulated and unpaid distributions to the date of redemption. In addition, the capital securities may be redeemed in whole if adverse changes in tax law, investment company law or banking laws and regulations occur and are continuing. Any change in the Tier 1 capital treatment of the capital securities resulting from actions that could be taken by the Board of Governors of the Federal Reserve System in light of certain recent accounting changes which do not permit consolidation of the Trust, as discussed in this prospectus supplement, would constitute an adverse change in banking laws and regulations.

The capital securities have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and trading of the capital securities on the New York Stock Exchange is expected to commence within 30 days after they are first issued. The New York Stock Exchange symbol for the capital securities is “JWF.”

The capital securities are not deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

Investing in the capital securities involves risks. See “ Risk Factors” beginning on page S-8.

PRICE $25 PER CAPITAL SECURITY

 

 

 

Underwriting

 

Proceeds To

 

Price To

 

Discounts and

 

Wells Fargo

 

Public(1)

 

Commissions(2)

 

Capital IX(1)(2)

 

 

 

 

 

 

Per Capital Security

$25.00

$.7875

$25.00

Total

$500,000,000

$15,750,000

$500,000,000

(1)Plus accumulated distributions, if any, from April 8, 2004.

(2)Because Wells Fargo Capital IX will use all of the proceeds from the sale of the capital securities and its common securities to purchase junior subordinated debentures of Wells Fargo, Wells Fargo will pay all underwriting discounts and commissions.

This prospectus supplement and the accompanying prospectus may be used by the underwriters in connection with offers and sales of the capital securities in market-making transactions at negotiated prices related to prevailing market prices at the time of sale or otherwise. The underwriters may act as principal or agent in such transactions.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the capital securities in book-entry form only through the facilities of The Depository Trust Company against payment on or about April 8, 2004.

“TOPrS” is a service mark of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Sole Book-Runner

Merrill Lynch & Co.

Citigroup

Morgan Stanley

UBS Investment Bank

Wachovia Securities

Wells Fargo Securities, LLC

Bear, Stearns & Co. Inc.

Credit Suisse First Boston

Goldman, Sachs & Co.

The date of this prospectus supplement is April 1, 2004.

Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

Prospectus Supplement

 

 

 

 

 

Page

Prospectus Supplement Summary

 

 

 

S-3

Risk Factors

 

S-8

Wells Fargo Capital IX

 

S-13

Accounting Treatment; Regulatory Capital

 

S-13

Description of Capital Securities

 

S-14

Description of Junior Subordinated Debentures

 

S-24

Description of Guarantee

 

S-31

Relationship Among the Capital Securities, the Junior Subordinated Debentures and the Guarantee

 

S-32

United States Federal Income Tax Consequences

 

S-34

Certain ERISA Considerations

 

S-39

Underwriters

 

S-42

Validity of Securities

 

S-45

 

Prospectus

 

 

 

 

 

 

Page

 

 

 

About This Prospectus

2

Where You Can Find More Information

2

Wells Fargo & Company

4

The Trusts

4

Reason For The Offering

5

Use of Proceeds

6

Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends

7

Description of Junior Subordinated Debt Securities

8

Description of Trust Preferred Securities

23

Common Securities

35

Description of Guarantees

35

Relationship Among Trust Preferred Securities, Corresponding Junior Subordinated Debt Securities and

 

 

Guarantees

38

Plan of Distribution

40

Legal Opinions

42

Experts

42

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The Trust and Wells Fargo have not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The information in this prospectus supplement and the accompanying prospectus may only be accurate as of their respective dates. In this prospectus supplement, references to the “Trust” mean Wells Fargo Capital IX and references to “Wells Fargo” or “we” mean Wells Fargo & Company, and not Wells Fargo & Company together with any of its subsidiaries, unless the context indicates otherwise.

The Trust and Wells Fargo are offering to sell the capital securities, and are seeking offers to buy the capital securities, only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the capital securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the capital securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

S-2

Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

The following information concerning Wells Fargo, the Trust, the capital securities to be issued by the Trust, the guarantee to be issued by Wells Fargo with respect to the capital securities and the 5.625% junior subordinated debentures due April 8, 2034 to be issued by Wells Fargo supplements, and should be read in conjunction with, the information contained in the accompanying prospectus. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

Wells Fargo & Company

Wells Fargo is a diversified financial services company organized under the laws of Delaware and registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended. As a diversified financial services organization, it owns subsidiaries engaged in banking and a variety of related businesses. Its subsidiaries provide banking, insurance, investment, mortgage and consumer finance services through stores, the internet and other distribution channels throughout North America and elsewhere internationally.

Wells Fargo Capital IX

The Trust is a Delaware statutory business trust. The Trust exists solely to:

issue and sell its common securities to Wells Fargo;

issue and sell its capital securities to the public;

use the proceeds from the sale of its common securities and capital securities to purchase junior subordinated debentures from Wells Fargo; and

engage in other activities that are necessary, convenient or incidental to these purposes.

J.P. Morgan Trust Company, National Association, will act as the property trustee of the Trust. Wilmington Trust Company will act as the Delaware trustee of the Trust. Two officers of Wells Fargo or its subsidiaries will act as administrative trustees of the Trust. The principal office and telephone number of the Trust are c/o Wells Fargo & Company, Wells Fargo Center, MAC #N9305-173, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, telephone number (612) 667-2085.

The Trust is a “finance subsidiary” of Wells Fargo within the meaning of Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended, and as a result the Trust will not file periodic reports with the SEC under the Securities Exchange Act of 1934, as amended.

The Offering

The Trust is offering its capital securities for $25 per security. The Trust will use all of the proceeds from the sale of its capital securities and its common securities to purchase junior subordinated debentures of Wells Fargo. The junior subordinated debentures will be the Trust’s only assets. Wells Fargo will fully and unconditionally guarantee the obligations of the Trust, based on its combined obligations under the guarantee, the trust agreement and the junior subordinated indenture. See “Relationship Among the Capital Securities, Junior Subordinated Debentures and the Guarantee” on page S- 32.

S-3

Table of Contents

The Capital Securities

If you purchase capital securities, you will be entitled to receive cumulative cash distributions at an annual rate of $1.40625 for each capital security, which represents 5.625% of the liquidation amount of $25 for each capital security. If the Trust is terminated and its assets distributed, for each capital security you own, you are entitled to receive a like amount of junior subordinated debentures or the liquidation amount of $25 plus accumulated but unpaid distributions from the assets of the Trust available for distribution, after it has paid liabilities owed to its creditors. Accordingly, you may not receive the full liquidation amount and accumulated but unpaid distributions if the Trust does not have enough funds.

Distributions will accumulate from the date the Trust originally issues its capital securities. The Trust will pay the distributions quarterly on January 1, April 1, July 1 and October 1 of each year, beginning July 1, 2004. These distributions may be deferred for up to 20 consecutive quarters. The Trust will only pay distributions when it has funds available for payment.

If you purchase the capital securities, you will have limited voting rights. You will be entitled to vote on the following matters:

removal of the property trustee or the Delaware trustee for cause or when there is an event of default under the junior subordinated debentures,

certain modifications to the terms of the capital securities and the guarantee, and

the exercise of the Trust’s rights as holder of the junior subordinated debentures.

A more detailed description of your voting rights is contained under “Description of Trust Preferred Securities— Removal of Trustees,” “—Voting Rights; Amendment of the Trust Agreement” and “Description of Guarantees— Amendments and Assignment” on pages 30, 32 and 37, respectively, of the accompanying prospectus.

The Common Securities

Wells Fargo will acquire all of the common securities of the Trust. The common securities will have an aggregate liquidation amount of at least 3% of the total capital of the Trust. Except as described under “Ranking” below, the common securities will rank equal to the capital securities in priority of payment. Normally, the common securities will have sole voting power on matters to be voted upon by the Trust’s security holders.

The Junior Subordinated Debentures

The Trust will purchase the junior subordinated debentures from Wells Fargo with the proceeds from the sale of its capital securities and common securities. Wells Fargo will issue the junior subordinated debentures under a junior subordinated indenture between Wells Fargo and J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.), as indenture trustee. The junior subordinated debentures will:

have an aggregate principal amount equal to $515,463,925, which is the aggregate liquidation amount of the capital securities plus the capital contributed by Wells Fargo for the common securities;

S-4

Table of Contents

bear interest at an annual rate of 5.625%;

pay interest quarterly, subject to the right of Wells Fargo to defer interest payments for up to 20 consecutive quarters as described below; and

mature on April 8, 2034, although Wells Fargo may redeem them earlier under the circumstances described below.

The Guarantee of the Capital Securities

Wells Fargo will guarantee the capital securities on a limited basis under the guarantee.

The guarantee requires Wells Fargo to pay accumulated but unpaid distributions, redemption payments and liquidation payments on the capital securities on behalf of the Trust only in an amount equal to the sum of the payments Wells Fargo has made to the Trust on the junior subordinated debentures. It does not, however, require Wells Fargo to make payments on behalf of the Trust if the Trust does not have sufficient funds to make payments on the capital securities because Wells Fargo has not made payments on the junior subordinated debentures.

Ranking

The capital securities will generally rank equal to the common securities in priority of payment. The Trust will make payments on the capital securities and the common securities based on a proportionate allocation of the payments it receives on the junior subordinated debentures. However, the capital securities will rank prior to the common securities as to payment if and so long as Wells Fargo fails to make principal or interest payments under the junior subordinated debentures when due. For a more detailed explanation, see “Description of Trust Preferred Securities—Ranking of Common Securities” on page 28 of the accompanying prospectus.

The junior subordinated debentures and the guarantee will be unsecured and will rank subordinate and junior in right of payment to all of Wells Fargo’s current and future Senior Debt, as defined in the accompanying prospectus, including subordinated debt of Wells Fargo. For a more detailed explanation, see “Description of Junior Subordinated Debt Securities—Subordination” on page 20 of the accompanying prospectus and “Description of Guarantees—Status of the Guarantees” on page 36 of the accompanying prospectus.

Deferral of Distributions

Unless there is an event of default under the junior subordinated debentures, Wells Fargo can defer interest payments on the junior subordinated debentures during any period of up to 20 consecutive quarters, but not beyond their maturity date. After Wells Fargo makes all interest payments that it has deferred, including accrued interest on the deferred payments, Wells Fargo can again defer interest payments during new periods of up to 20 consecutive quarters as long as Wells Fargo adheres to the same requirements.

If Wells Fargo defers interest payments on the junior subordinated debentures, the Trust will defer distributions on the capital securities. During any deferral period, distributions will continue to accumulate on the capital securities at an annual rate of 5.625% of the liquidation amount of $25 per

S-5

Table of Contents

capital security. Also, the deferred distributions will accrue additional distributions, as permitted by applicable law, at an annual rate of 5.625%, compounded quarterly.

While Wells Fargo defers interest payments on the junior subordinated debentures, Wells Fargo will generally not be permitted to:

declare or pay any dividends or any distributions on, or redeem, purchase, acquire or make a liquidation payment on any of its capital stock; or

make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem debt securities of Wells Fargo that rank equal or junior to the junior subordinated debentures.

If Wells Fargo defers payments of interest on the junior subordinated debentures, the capital securities would at that time be treated as being issued with original issue discount for United States federal income tax purposes. This means that you would be required to include accrued interest in your income for United States federal income tax purposes before you receive any cash distributions. Please see “United States Federal Income Tax Consequences” on page S-34 for a more complete discussion.

Redemption of Capital Securities and the Junior Subordinated Debentures

The Trust will redeem all of the outstanding capital securities and common securities when Wells Fargo redeems the junior subordinated debentures or repays the junior subordinated debentures at stated maturity on April 8, 2034. If Wells Fargo redeems any junior subordinated debentures before their stated maturity, the Trust will use the cash it receives from the redemption to redeem capital securities and common securities.

Except as described above under “Ranking,” the aggregate liquidation amount of capital securities and common securities to be redeemed will be allocated approximately 97% to the capital securities and approximately 3% to the common securities.

Wells Fargo can redeem the junior subordinated debentures before their stated maturity at 100% of their principal amount plus accrued interest to the date of redemption, subject to any required prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”):

on or after April 8, 2009, in whole or in part, on one or more occasions, at any time; and

at any time, in whole only and only if adverse changes in tax law, investment company law or banking laws and regulations (including a potential change in the Tier 1 capital treatment of the capital securities resulting from any actions that could be taken by the Federal Reserve in light of certain recent accounting changes which do not permit consolidation of the Trust) described on pages S-16, S-17 and S-18 occur and are continuing.

Distribution of the Junior Subordinated Debentures

Wells Fargo has the right to terminate the Trust at any time. If Wells Fargo decides to exercise its right to terminate the Trust, the Trust may distribute, after satisfaction of liabilities to creditors, approximately 97% of the junior subordinated debentures to holders of the capital securities and approximately 3% to the holders of the common securities. However, if a payment event of default has

S-6

Table of Contents

occurred with respect to the junior subordinated debentures, holders of capital securities will have priority over holders of common securities as described under “Ranking” on page S-5 in connection with such distribution. If the junior subordinated debentures are distributed, Wells Fargo will use its commercially reasonable efforts to list the junior subordinated debentures on the New York Stock Exchange or any other exchange on which the capital securities are then listed.

Use of Proceeds

The Trust will invest all of the proceeds from the sale of the capital securities in the junior subordinated debentures. Wells Fargo intends to use the net proceeds from the sale of the junior subordinated debentures for general corporate purposes, which may include investments in or advances to its existing or future subsidiaries, repayment of its obligations that have matured and reduction of its outstanding commercial paper and other debt.

Listing of the Capital Securities

The capital securities have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and trading of the capital securities on the New York Stock Exchange is expected to commence within 30 days after they are first issued. You should be aware that the listing of the capital securities will not necessarily ensure that a liquid trading market will be available for the capital securities or that you will be able to sell your capital securities at the price you originally paid for them.

Risk Factors

Your investment in the capital securities will involve risks. You should carefully consider the discussion of risks that follows below in the section entitled “Risk Factors,” and the other information in this prospectus supplement and the accompanying prospectus, before deciding whether an investment in the capital securities is suitable for you.

Form of Capital Securities

The capital securities will be represented by one or more global securities that will be deposited with, or on behalf of, and registered in the name of The Depository Trust Company (“DTC”) or its nominee on or about April 8, 2004. This means that you will not receive a certificate for your capital securities and the capital securities will not be registered in your name. Rather, your broker or other direct or indirect participant of DTC will maintain your position in the capital securities.

S-7

Table of Contents

RISK FACTORS

An investment in the capital securities involves a number of risks. You should carefully review the information contained in the other sections of this prospectus supplement and the accompanying prospectus and should particularly consider the following matters before purchasing any capital securities.

Because the Trust will rely on the payments it receives on the junior subordinated debentures to fund all payments on the capital securities, and because the Trust may distribute the junior subordinated debentures in exchange for the capital securities, you are making an investment decision with regard to the junior subordinated debentures as well as the capital securities. You should carefully review the information in this prospectus supplement and the accompanying prospectus about both of these securities and the guarantee.

Holders Of Wells Fargo’s Senior Debt Will Get Paid Before The Trust Will Get Paid Under The Junior Subordinated Debentures And Before You Will Get Paid Under The Guarantee

Wells Fargo’s obligations under the junior subordinated debentures and the guarantee are unsecured and will rank junior in priority of payment to all of Wells Fargo’s current and future Senior Debt, as defined in the accompanying prospectus. As of December 31, 2003, there was approximately $35.28 billion of outstanding Senior Debt of Wells Fargo, excluding obligations under letters of credit, guarantees, foreign exchange contracts and interest swap contracts. In addition, Wells Fargo was obligated on such date under letters of credit, guarantees, foreign exchange contracts and interest rate swap contracts to which the junior subordinated debentures will be subordinated pursuant to the terms of the junior subordinated indenture.

Wells Fargo’s obligations under the junior subordinated debentures and the guarantee will also be effectively subordinated to all current and future indebtedness and other liabilities of its subsidiaries. See “Description of Junior Subordinated Debt Securities—General” on page 8 of the accompanying prospectus.

The capital securities, the junior subordinated debentures and the guarantee do not limit the ability of Wells Fargo or any of its subsidiaries to incur additional indebtedness, liabilities and obligations, including indebtedness, liabilities and obligations that rank senior to or equal with the junior subordinated debentures and the guarantee. For more information on the ranking of Wells Fargo’s obligations under the junior subordinated debentures and the guarantee, see “Description of Junior Subordinated Debt Securities—Subordination” on page 20 of the accompanying prospectus and “Description of Guarantees—Status of the Guarantees” on page 36 of the accompanying prospectus.

If Wells Fargo Does Not Make Payments On The Junior Subordinated Debentures, The Trust Will Not Be Able To Pay Distributions On The Capital Securities And The Guarantee Will Not Apply

The ability of the Trust to timely pay distributions on the capital securities and pay the liquidation amount of $25 per capital security depends solely upon Wells Fargo’s making the related payments on the junior subordinated debentures when due. If Wells Fargo defaults on its obligation to pay the principal of or interest on the junior subordinated debentures, the Trust will not have sufficient funds to pay distributions on, or the $25 liquidation amount per security of, the capital securities.

S-8

Table of Contents

In that case, you will not be able to rely upon the guarantee for payment of these amounts because the guarantee only applies if Wells Fargo makes the corresponding payment of principal of or interest on the junior subordinated debentures. Instead, you or the property trustee will have to bring a legal action against Wells Fargo to enforce the property trustee’s rights under the indenture relating to the junior subordinated debentures.

See “You May Not Be Able to Enforce Your Rights Against Wells Fargo Directly If An Event Of Default Occurs; You May Have To Rely On The Property Trustee To Enforce Your Rights” immediately below for more information on how to bring a legal action against Wells Fargo.

You May Not Be Able To Enforce Your Rights Against Wells Fargo Directly If An Event Of Default Occurs; You May Have To Rely On The Property Trustee To Enforce Your Rights

You will not always be able to directly enforce your rights against Wells Fargo if an event of default occurs.

If an event of default under the junior subordinated debentures occurs and is continuing, that event will also be an event of default under the capital securities. In that case, you may have to rely on the property trustee, as the holder of the junior subordinated debentures, to enforce your rights against Wells Fargo.

You may only bring a legal action against Wells Fargo directly if an event of default under the trust agreement occurs because of Wells Fargo’s failure to pay when due interest on or the principal of the junior subordinated debentures.

See “Description of Junior Subordinated Debentures—Events of Default and the Rights of Capital Securities Holders to Take Action Against Wells Fargo” on page S-30.

Distributions On The Capital Securities Could Be Deferred; You May Have To Include Interest In Your Taxable Income Before You Receive Cash

As long as Wells Fargo is not in default under the junior subordinated debentures, it may defer interest payments on the junior subordinated debentures one or more times. Each deferral period may last for up to 20 consecutive quarters, but not beyond the maturity date of the junior subordinated debentures. During a deferral period, the Trust would defer distributions on the capital securities in a corresponding amount.

If Wells Fargo defers interest payments on the junior subordinated debentures and the Trust defers distributions on the capital securities, you will have to accrue interest income as original issue discount for United States federal income tax purposes on your proportionate share of the deferred interest on the junior subordinated debentures held by the Trust. As a result, you would have to include that accrued interest in your gross income for United States federal income tax purposes before you actually receive any cash attributable to that income. You will also not receive the cash distribution related to any accrued and unpaid interest from the Trust if you sell the capital securities before the record date for any deferred distributions, even if you held the capital securities on the date that the payments would normally have been paid.

Wells Fargo has no current intention of exercising its right to defer payments of interest on the junior subordinated debentures. However, if Wells Fargo exercises this right, the market price of the capital securities may be adversely affected. If you sell your capital securities when distributions are

S-9

Watch Wells Fargo Subordination Request Video Instruction

If you believe this page is infringing on your copyright, please familiarize yourself with and follow our DMCA notice and takedown process - click here to proceed .