WFC HOLDINGS CORP bank holding company Wells Fargo Bank NA - Thirty Eight Hundred Fund LLC
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Transcript of WFC HOLDINGS CORP bank holding company Wells Fargo Bank NA - Thirty Eight Hundred Fund LLC
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FOOTHILL GROUP INC (0000037941)
SIC: 6153 - Short-Term Business Credit Institutions State location: CA | State of Inc.: DE | Fiscal Year End: 1231
Business Address
11111 SANTA MONICA BLVD
SUITE 1500
LOS ANGELES CA 90025 3109967000
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
Tropicana Las Vegas Hotel & Casino, Inc. 0001479046 2009-07-01 10 percent owner
WELLS FARGO & COMPANY AS OF 12 31 2006 (1120754)
RSSID FFEIC 1120754
INSTITUTIONAL INFO Foothill Group Inc Wells Fargo & Co/MN [ formerly Norwest Corp ] filed after 5pm ET on Tuesday, 4/20/10, a 1-document, 4-page '3' Initial Statement of Beneficial Ownership of Securities -- Form 3 for the period ended Wednesday, 7/1/09 filed as of Tuesday, 4/20/10, with respect to Tropicana Las Vegas Hotel & Casino/Inc
Mailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163 Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932
WFC HOLDINGS CORP CIK#: 0000105598 (see all company filings) SIC: 6021 - NATIONAL COMMERCIAL BANKS State location: CA | State of Inc.: DE | Fiscal Year End: 1231 formerly: WELLS FARGO & CO (filings through 1998-11-17) (Assistant Director Office No 7) Get insider transactions for this reporting owner.
441 -----* TAI TITLE TRUST (3104150) 440 MINNEAPOLIS MN Domestic Entity Other 859 ---* RELS TITLE SERVICES, LLC (2724038) 841 DES MOINES IA Domestic Entity Other 860 ----* ATI TITLE AGENCY OF OHIO, INC. (2253275) 859 CLEVELAND OH Domestic Entity Other
861 ----* ATI TITLE COMPANY, LLC (2734046) 859 DES MOINES IA Domestic Entity Other 862 ----* ATI TITLE COMPANY OF ALABAMA, LLC (3094242) 859 MOBILE AL Domestic Entity Other
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WFC HOLDINGS CORP CENTRAL INDEX KEY: 0000105598
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132553920
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 11-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06214
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FILM NUMBER: 04034345
BUSINESS ADDRESS:
STREET 1: 420 MONTGOMERY ST
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
BUSINESS PHONE: 8004114932
MAIL ADDRESS:
STREET 1: 343 SANSOME ST 3RD FL
STREET 2: WELLS FARGO BANK
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
FORMER COMPANY:
FORMER CONFORMED NAME: WELLS FARGO & CO
DATE OF NAME CHANGE: 19920703
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Form NO ACT - No Action Letter SEC Accession No. 9999999997-06-006766 Filing Date 2006-02-16 Accepted 2006-02-28 11:20:30 Documents 1 Period of Report 2005-12-23 Filing Date Changed 2006-02-28 Effectiveness Date 2006-02-16
Document Format Files
Seq Description Document Type Size
1 AUTO-GENERATED PAPER DOCUMENT 9999999997-06-006766.paper
NO ACT 293
Scanned paper document scanned.pdf
752770
Complete submission text file
9999999997-06-006766.txt
1842
Mailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163 Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932
WFC HOLDINGS CORP (Filer) CIK: 0000105598 (see all company filings) IRS No.: 132553920 | State of Incorp.: DE | Fiscal Year End: 1231 Type: NO ACT | Act: 34 | File No.: 001-06214 | Film No.: 06025592 SIC: 6021 National Commercial Banks Assistant Director 7
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WFC HOLDINGS CORP (0000105598)
SIC: 6021 - National Commercial Banks
State location: CA | State of Inc.: DE | Fiscal Year End: 1231
formerly: WELLS FARGO & CO (until 1998-11-17)
Business Address
420 MONTGOMERY ST
SAN FRANCISCO CA 94163 8004114932
Mailing Address
343 SANSOME ST 3RD FL
WELLS FARGO BANK SAN FRANCISCO CA 94163
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
Thirty Eight Hundred Fund LLC 0001422064 2007-12-28 10 percent owner
Bitterroot Asset Management, Inc. (0001427382)
State location: NV
Business Address
3800 HOWARD HUGHES PARKWAY
SUITE 900
LAS VEGAS NV 89169-0925 702-791-6346
Mailing Address
3800 HOWARD HUGHES PARKWAY
SUITE 900
LAS VEGAS NV 89169-0925
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
Thirty Eight Hundred Fund LLC 0001422064 2007-12-28 10 percent owner
1. The securities are owned directly by Thirty-Eight Hundred Investments
Limited, which is a wholly owned subsidiary of Bitterroot Asset Management,
Inc., which is a wholly owned subsidiary of IntraWest Asset Management, Inc.,
which is a wholly owned subsidiary of Violet Asset Management, Inc., which is a
wholly owned subsidiary of Pelican Asset Management, Inc., which is a wholly
owned subsidiary of Iris Asset Management, Inc., which is a wholly owned
subsidiary of Wells Fargo Bank, National Association, which is a wholly owned
subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary of
Wells Fargo & Company.Form 3 - Initial statement of beneficial ownership of securities
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SEC Accession No. 0001181431-08-014035 Filing Date 2008-02-27 Accepted 2008-02-27 15:59:02 Documents 3 Period of Report 2007-12-28 Filing Date Changed 2008-02-27
Document Format Files
Seq Description Document Type Size
1 WELLS FARGO & COMPANY FORM 3 rrd196556.html 3
1 WELLS FARGO & COMPANY FORM 3 rrd196556.xml 3 9921
2 POWER OF ATTORNEY rrd175342_198594.htm EX-24. 4302
3 JOINT FILING AGREEMENT rrd175342_198595.htm EX-99.1 2682
Complete submission text file
0001181431-08-014035.txt
23543
Mailing Address WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO CA 94163 Business Address 420 MONTGOMERY STREET SAN FRANCISCO CA 94163 6126671234
WELLS FARGO & CO/MN (Reporting) CIK: 0000072971 (see all company filings) State of Incorp.: DE | Fiscal Year End: 1231 Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646590 SIC: 6021 National Commercial Banks Assistant Director 7
Mailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163 Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932
WFC HOLDINGS CORP (Reporting) CIK: 0000105598 (see all company filings) State of Incorp.: DE | Fiscal Year End: 1231 Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646589 SIC: 6021 National Commercial Banks Assistant Director 7
Mailing Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104 Business Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104 4152225300
WELLS FARGO BANK N A (Reporting) CIK: 0000740906 (see all company filings) Fiscal Year End: 1231 Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646588
Mailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400
Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings) IRS No.: 000000000 | State of Incorp.: DE
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
IntraWest Asset Management, Inc. (Reporting) CIK: 0001427380 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646583
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
Iris Asset Management, Inc. (Reporting) CIK: 0001427381 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646584
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
Bitterroot Asset Management, Inc. (Reporting) CIK: 0001427382 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646587
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
-
Violet Asset Management, Inc. (Reporting) CIK: 0001427383 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646586
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
Pelican Asset Management, Inc. (Reporting) CIK: 0001427384 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646585
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
Thirty-Eight Hundred Investments LTD (Reporting) CIK: 0001427454 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646582
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL
OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment
Company Act of 1940
OMB APPROVAL
OMB
Number: 3235-0104
Expires: February 28,
2011
Estimated average burden
hours per
response: 0.5
1. Name and Address of
Reporting Person*
WELLS FARGO & CO/MN
(Last) (First) (Middle)
420 MONTGOMERY
STREET
(Street)
SAN
FRANCISCO CA 94163
(City) (State) (Zip)
2. Date of Event
Requiring
Statement
(Month/Day/Year)
12/28/2007
3. Issuer Name and Ticker or Trading Symbol
Thirty Eight Hundred Fund LLC [ [NONE] ]
4. Relationship of Reporting
Person(s) to Issuer (Check all applicable)
Director X
10%
Owner
Officer
(give title
below)
Other
(specify
below)
5. If Amendment, Date of
Original Filed
(Month/Day/Year)
6. Individual or Joint/Group
Filing (Check Applicable
Line)
Form filed by One
Reporting Person
X Form filed by More
than One Reporting
Person
-
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of
Securities
Beneficially
Owned (Instr. 4)
3.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Limited Liability Company Interests 5 I See Footnote 1 (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative
Security (Instr. 4)
2. Date Exercisable and
Expiration Date
(Month/Day/Year)
3. Title and
Amount of
Securities
Underlying
Derivative
Security (Instr. 4)
4.
Conversion
or Exercise
Price of
Derivative
Security
5.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr. 5)
6. Nature
of Indirect
Beneficial
Ownership
(Instr. 5)
Date
Exercisable
Expiration
Date Title
Amount
or
Number
of
Shares
1. Name and Address of Reporting Person*
WELLS FARGO & CO/MN
(Last) (First) (Middle)
420 MONTGOMERY STREET
(Street)
SAN
FRANCISCO CA 94163
(City) (State) (Zip)
-
1. Name and Address of Reporting Person*
WFC HOLDINGS CORP
(Last) (First) (Middle)
420 MONTGOMERY STREET
(Street)
SAN
FRANCISCO CA 94163
(City) (State) (Zip)
1. Name and Address of Reporting Person*
WELLS FARGO BANK N A
(Last) (First) (Middle)
101 NORTH PHILLIPS STREET
(Street)
SIOUX
FALLS SD 57104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bitterroot Asset Management, Inc.
-
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Violet Asset Management, Inc.
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelican Asset Management, Inc.
-
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Iris Asset Management, Inc.
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
1. Name and Address of Reporting Person*
IntraWest Asset Management, Inc.
-
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thirty-Eight Hundred Investments LTD
(Last) (First) (Middle)
3800 HOWARD HUGHES
PARKWAY
SUITE 900
(Street)
LAS
VEGAS NV 89169-0925
(City) (State) (Zip)
Explanation of Responses:
1. The securities are owned directly by Thirty-Eight Hundred Investments Limited, which is a wholly owned subsidiary of
Bitterroot Asset Management, Inc., which is a wholly owned subsidiary of IntraWest Asset Management, Inc., which is a wholly
owned subsidiary of Violet Asset Management, Inc., which is a wholly owned subsidiary of Pelican Asset Management, Inc.,
which is a wholly owned subsidiary of Iris Asset Management, Inc., which is a wholly owned subsidiary of Wells Fargo Bank,
-
National Association, which is a wholly owned subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary of
Wells Fargo & Company.
/s/ John P.
Schreiner, Attorney-
in-Fact
02/27/2008
** Signature of
Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15
U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6
for procedure.
Persons who respond to the collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number.
EX-24. 2 rrd175342_198594.htm POWER OF ATTORNEY Exhibit 24
POWER OF ATTORNEY
Know all by these present that the undersigned hereby constitutes and appoints each of
John
Schreiner, David Kim, or David Glatz, signing singly, the undersigned's true and
lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as
a
direct or indirect holder of 100% of the limited liability interests of The Thirty-
Eight Hundred
Fund, LLC (the "Company"), United States Securities and Exchange Commission ("SEC")
Form
3 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, complete and
execute any
amendment or amendments thereto, and timely file such form with the SEC and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or
legally required by, the undersigned, it being understood that the documents executed
by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and
-
perform any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the Form 3 with
respect to the
undersigned's holdings of securities issued by the Company, and any amendments
thereto, has been filed
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
The Power of Attorney also confirms that the undersigned has authorized and designated
Wells
Fargo & Company, or its appointed attorney or agent, to execute and file on the
undersigned's behalf SEC
Form 3 and any amendments thereto as a result of the undersigned's ownership of
securities in the
Company.
***Signatures Follow***
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as
of this 13 day of February, 2008.
/s/ Paul R. Ackerman
WFC Holdings Corporation
By: Paul R. Ackerman
Its: Executive Vice President and Treasurer
/s/ Paul R. Ackerman
Wells Fargo Bank, National Association
By: Paul R. Ackerman
Its: Executive Vice President and Treasurer
/s/ Paul R. Ackerman
Wells Fargo & Company
By: Paul R. Ackerman
Its: Executive Vice President and Treasurer
/s/ Cindy L. Webb
Thirty-Eight Hundred Investments Limited
By: Cindy L. Webb
Its: Vice President
/s/ Cindy L. Webb
IntraWest Asset Management, Inc.
By: Cindy L. Webb
-
Its: Vice President
/s/ Cindy L. Webb
Iris Asset Management, Inc.
By: Cindy L. Webb
Its: Vice President
/s/ Cindy L. Webb
Pelican Asset Management, Inc.
By: Cindy L. Webb
Its: Vice President
/s/ Cindy L. Webb
Violet Asset Management, Inc.
By: Cindy L. Webb
Its: Vice President
/s/ Cindy L. Webb
Bitterroot Asset Management, Inc.
By: Cindy L. Webb
Its: Vice President
EX-99.1 3 rrd175342_198595.htm JOINT FILING AGREEMENT Exhibit 99.1
Form 3 Joint Filer Information
Name: Thirty-Eight Hundred Investments Limited*
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: Bitteroot Asset Management, Inc.*
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: IntraWest Asset Management, Inc.*
-
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: Violet Asset Management, Inc.*
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: Pelican Asset Management, Inc.*
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: Iris Asset Management, Inc.*
Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: Wells Fargo Bank, National Association*
Address: 101 North Phillips Street
Sioux Falls, SD 57104
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Name: WFC Holdings Corporation*
-
Address: 420 Montgomery St.
San Francisco, CA 94163
Designated Filer: Wells Fargo & Co.
Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None
Date of Event
Requiring Statement: 12/28/2007
Signature: *Wells Fargo & Company, as Designated Filer
/s/ Paul R. Ackerman
By: Paul R. Ackerman
Title: Executive Vice President and Treasurer
Thirty Eight Hundred Fund LLC (0001422064)
State location: NV | State of Inc.: DE
Business Address
3800 HOWARD HUGHES PKWY
SUITE 900
LAS VEGAS NV 89169 702-791-6400
Mailing Address
3800 HOWARD HUGHES PKWY
SUITE 900
LAS VEGAS NV 89169
Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.)
Owner Filings Transaction Date
Type of Owner
Bakke Trudance L.C. 0001476726 2009-07-07 officer: Principal Fin. Off. & Treas.
Collier Simon D 0001426390 2008-02-14 officer: President and Treasurer
Guarino Peter Roserio 0001355411 2008-02-14 officer: Chief Compliance Officer
Hanson Gail A 0001426583 2008-02-14 director
Hartmann Karl-Otto 0001426387 2008-02-14 director
Shah Abhinav 0001427006 2008-02-14 director
WELLS CAPITAL MANAGEMENT INC
0001075869 2008-02-14 other: Investment Adviser
Bitterroot Asset Management, Inc.
0001427382 2007-12-28 10 percent owner
IntraWest Asset Management, Inc.
0001427380 2007-12-28 10 percent owner
Iris Asset Management, Inc. 0001427381 2007-12-28 10 percent owner
Pelican Asset Management, Inc. 0001427384 2007-12-28 10 percent owner
Thirty-Eight Hundred Investments LTD
0001427454 2007-12-28 10 percent owner
Violet Asset Management, Inc. 0001427383 2007-12-28 10 percent owner
Wahlberg Garth H 0001426389 2007-12-28
director, officer: Senior V.P. and Secretary
-
WELLS FARGO & CO/MN 0000072971 2007-12-28 10 percent owner
WELLS FARGO BANK N A 0000740906 2007-12-28 10 percent owner
WFC HOLDINGS CORP 0000105598 2007-12-28 10 percent owner
York Joseph R 0001426388 2007-12-28
director, officer: Chief Executive Officer
WELLS CAPITAL MANAGEMENT INC (0001075869)
State location: CA | State of Inc.: CA | Fiscal Year End: 1231
Business Address 420 MONTGOMERY ST
SAN FRANCISCO CA 94163
4152225300
Mailing Address 525 MARKET ST
10TH FLOOR
SAN FRANCISCO CA 94105
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
Thirty Eight Hundred Fund LLC 0001422064 2008-02-14 other: Investment Adviser
12/28/2007REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wahlberg Garth H
CENTRAL INDEX KEY: 0001426389
Senior V.P. and Secretary No securities are beneficially owned
/s/ Garth H.
Wahlberg 02/20/2008
Document Format Files
Seq Description Document Type Size
1 WAHLBERG FORM 3 rrd196246.html 3
1 WAHLBERG FORM 3 rrd196246.xml 3 1571
Complete submission text file
0001181431-08-012187.txt
3334
Mailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400
Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings) IRS No.: 000000000 | State of Incorp.: DE
Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169 Business Address 702-791-6346
Wahlberg Garth H (Reporting) CIK: 0001426389 (see all company filings) Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08631014
Form N-8A - Notification of registration [Section 8(a)] SEC Accession No. 0000899140-07-002003 Filing Date 2007-12-28 Accepted 2007-12-28 15:40:11 Documents 1
-
Effectiveness Date 2007-12-28
Document Format Files
Seq Description Document Type Size
1
t1434975.txt N-8A 6744
Complete submission text file
0000899140-07-002003.txt
8056
Mailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400
Thirty Eight Hundred Fund LLC (Filer) CIK: 0001422064 (see all company filings) IRS No.: 000000000 | State of Incorp.: DE Type: N-8A | Act: 40 | File No.: 811-22158 | Film No.: 071331909
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
________________________________
Name: The Thirty-Eight Hundred Fund, LLC
Address of Principal Business Office (No. & Street, City, State, Zip Code):
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925
Telephone Number (including area code): 702-791-6346
Name and address of agent for service of process:
Joseph R. York
President and Chief Executive Officer
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925
Copies to:
Stacy H. Winick, Esq.
Eric S. Purple, Esq.
Bell, Boyd & Lloyd LLP
1615 L Street, N.W., 1200
Washington, DC 20036
(202) 466-6300
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form
-
N-8A: Yes [ ] No [X]
Item 1. Exact Name of Registrant.
The Thirty-Eight Hundred Fund, LLC
Item 2. Name of state under laws of which registrant was organized or created
and the date of such organization and creation.
Delaware, April 15, 2003
Item 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).
Delaware limited liability company
Item 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Management company
Item 5. If registrant is management company:
(a) state whether registrant is a "closed-end" company or an
"open-end" company;
Closed-end company
(b) state whether the registrant is registering as a "diversified"
company or a "non-diversified" company.
Non-diversified company
Item 6. Name and address of each investment adviser of registrant.
Wells Capital Management Inc.
525 Market Street, 10th Floor
San Francisco, CA 94105
(Upon signing and approval of the investment advisory agreement between Wells
Capital Management and the Fund.)
Item 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.
Officers: Joseph R. York, President and Chief Executive Officer
-------- Garth H. Wahlberg, Senior Vice President, Treasurer and
Secretary
Directors: Joseph R. York
--------- Garth H. Wahlberg
(Three additional director vacancies to be filled prior to the Fund's filing of
its Form N-2.)
Item 8. If registrant is an unincorporated investment company not having a
board of directors:
-
- 2 -
(a) state the name and address of each sponsor of registrant;
(b) state the name and address of each officer and director of each
sponsor of registrant;
(c) state the name and address of each trustee and custodian of
registrant.
Not applicable
Item 9. (a) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
No
(b) If registrant is currently issuing and offering its securities to
the public through an underwriter, state the name and address of such
underwriter.
Not applicable
(c) If the answer to 9(a) is "no" and the answer to Item 9(b) is "not
applicable," state whether the registrant presently proposes to make a public
offering of its securities (yes or no).
No
(d) State whether the registrant has any securities currently issued
and outstanding (yes or no).
Yes
(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of registration the
number of beneficial owners of registrant's outstanding securities (other than
short-term paper) and the name of any company owning 10 percent or more of
registrant's outstanding voting securities.
The registrant currently has one beneficial owner, Thirty-Eight
Hundred Investments Limited. All of the shares of the registrant
are indirectly beneficially owned by Wells Fargo & Company.
Item 10. State the current value of registrant's total assets.
$191,993,200.84
Item 11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small Business
Investment Act of 1958 (yes or no).
No
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its security holders, if any.
Not applicable
-
- 3 -
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Las Vegas and State of Nevada on the 28th day of December,
2007.
The Thirty-Eight Hundred Fund, LLC
[SEAL]
By: /s/ Joseph R. York
------------------------------
Joseph R. York
Director
ATTEST:
By: /s/ Cindy L. Webb
-----------------------
Cindy L. Webb
Witness
-
WELLS FARGO & CO/MN (0000072971)
SIC: 6021 - National Commercial Banks State location: CA | State of Inc.: DE | Fiscal Year End: 1231
formerly: NORWEST CORP (until 1998-10-21)
Business Address
420 MONTGOMERY STREET
SAN FRANCISCO CA 94163
6126671234
Mailing Address
WELLS FARGO & COMPANY
420 MONTGOMERY STREET
SAN FRANCISCO CA 94163
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
RACKSPACE HOSTING, INC. 0001107694 2009-12-04 10 percent owner
CUBIC ENERGY INC 0000319156 2009-08-18 10 percent owner
Tropicana Las Vegas Hotel & Casino, Inc. 0001479046 2009-07-01 10 percent owner
Thirty Eight Hundred Fund LLC 0001422064 2007-12-28 10 percent owner
QUEST RESOURCE CORP 0000775351 2005-04-06 10 percent owner
SCHMITT INDUSTRIES INC 0000922612 2004-06-23 10 percent owner
NVE CORP /NEW/ 0000724910 2003-10-28 10 percent owner
Tropicana Las Vegas Hotel & Casino, Inc. (0001479046)
SIC: 7011 - Hotels & Motels State location: NV | State of Inc.: DE | Fiscal Year End: 1231
Business Address
3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109
(702) 739-3530
Mailing Address
3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109
Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.)
Owner Filings Transaction
Date Type of Owner
Duncanson Timothy A.R. 0001489818 2010-04-19 director, 10 percent owner
SCHWARTZ GERALD W 0001275599 2010-04-19 10 percent owner
Trilliant Gaming Nevada Inc.
0001489854 2010-04-19 10 percent owner
YEMENIDJIAN ALEX 0001190286 2010-04-19
director, 10 percent owner, officer: CEO and President
FMR LLC 0000315066 2010-04-16
10 percent owner, other: Edward C.
Johnson 3d
REDMOND JOHN 0001184913 2010-04-16 director
Beckett Joanne M 0001489386 2010-04-15 officer: VP and General Counsel
DEBELLO INVESTORS LLC
0001282329 2010-04-15 10 percent owner
-
Fox Jerry L 0001489385 2010-04-15 officer: VP and Chief Financial Officer
Harch CLO III, Ltd 0001489491 2010-04-15 other: Initial Ownership Disclosure
McCartney Thomas J. 0001454343 2010-04-15 other: President, Tropicana Las Vegas
MENCHER JUDY K 0001266240 2010-04-15 director
H/2 Special Opportunities Ltd.
0001488890 2010-04-14 10 percent owner
FOOTHILL GROUP INC 0000037941 2009-07-01 10 percent owner
FOOTHILL GROUP INC (0000037941)
SIC: 6153 - Short-Term Business Credit Institutions State location: CA | State of Inc.: DE | Fiscal Year End: 1231
Business Address
11111 SANTA MONICA BLVD
SUITE 1500 LOS ANGELES CA 90025
3109967000
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date Type of Owner
Tropicana Las Vegas Hotel & Casino, Inc. 0001479046 2009-07-01 10 percent owner
FMR LLC (0000315066)
State location: MA | State of Inc.: DE | Fiscal Year End: 1231
formerly: FMR CORP (until 2007-09-13)
Business Address
82 DEVONSHIRE ST
BOSTON MA 02109 6175706339
Mailing Address
82 DEVONSHIRE STREET
BOSTON MA 02109
Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)
Issuer Filings Transaction Date
Type of Owner
Tropicana Las Vegas Hotel & Casino, Inc.
0001479046 2010-04-16 10 percent owner, other: Edward C. Johnson 3d
ASIAINFO HOLDINGS INC 0001100969 2009-12-31
10 percent owner, other: Edward C. Johnson 3d
ARCHIPELAGO HOLDINGS INC 0001107389 2005-05-02 10 percent owner
Form 3 - Initial statement of beneficial ownership of securities SEC Accession No. 0001209191-10-022362 Filing Date 2010-04-14 Accepted 2010-04-14 19:29:35 Documents 1 Period of Report 2010-04-14 Filing Date Changed 2010-04-14
-
Document Format Files
Seq Description Document Type Size
1 FORM 3 SUBMISSION doc3.html 3
1 FORM 3 SUBMISSION doc3.xml 3 6056
Complete submission text file
0001209191-10-022362.txt
8105
Mailing Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109 Business Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109 (702) 739-3530
Tropicana Las Vegas Hotel & Casino, Inc. (Issuer) CIK: 0001479046 (see all company filings) IRS No.: 270455607 | State of Incorp.: DE | Fiscal Year End: 1231 SIC: 7011 Hotels & Motels Assistant Director 8
Mailing Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 06901 Business Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 06901 2035694000
H/2 Special Opportunities Ltd. (Reporting) CIK: 0001488890 (see all company filings) State of Incorp.: E9 | Fiscal Year End: 1231 Type: 3 | Act: 34 | File No.: 000-53894 | Film No.: 10750467
0001209191-10-022362.txt : 20100414
0001209191-10-022362.hdr.sgml : 20100414
20100414192935
ACCESSION NUMBER: 0001209191-10-022362
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20100414
FILED AS OF DATE: 20100414
DATE AS OF CHANGE: 20100414
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc.
CENTRAL INDEX KEY: 0001479046
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 270455607
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: (702) 739-3530
MAIL ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: H/2 Special Opportunities Ltd.
CENTRAL INDEX KEY: 0001488890
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
-
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53894
FILM NUMBER: 10750467
BUSINESS ADDRESS:
STREET 1: C/O H/2 CAPITAL PARTNERS
STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2035694000
MAIL ADDRESS:
STREET 1: C/O H/2 CAPITAL PARTNERS
STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06901
-
- 4 -
Each references below to Class A Preferred includes both the outstanding shares of Class A Convertible Participating
Preferred Stock and the shares of Class A Series 2 Convertible Participating Preferred Stock to be issued upon closing
of our rights offering on or about April 12, 2010.
Class A Common
Class A Preferred
Class A Common
Assuming Full
Conversion of
Class A Preferred
Shares
Percent
Shares
Percent
Shares
Percent
Trilliant Gaming Nevada Inc.(a) 421 Leader Street
Marion, OH 43302
2,916,221 64.4 % 1,049,659 81.0 % 7,114,857 73.3 %
The Foothill Group, Inc.(b)
Attn: Nikhil Aggarwal
2450 Colorado Avenue, Suite 3000
Santa Monica, CA 90404-3575
502,800 11.1 % 130,757 10.1 % 1,025,828 10.6 %
H/2 Special Opportunities Ltd.(c)
c/o H/2 Capital Partners
Attn: Peeter Muursepp
301 Tresser Boulevard, 6th Floor
Stamford, CT 06901
290,833 6.4 % 89,566 6.9 % 649,097 6.7 %
Embassy & Co.
1555 N. Rivercenter Drive,
Suite 302
Milwaukee, WI 53212-3958
120,000 2.7 % 120,000 1.2 %
Aozora Bank Ltd.
Attn: Naoki Sawa
3-1 Kudan-Minami 1-Chrome
Chiyoda-Ku 102-8660
Tokyo, Japan
110,000 2.4 % 110,000 1.1 %
DeBello Investors LLC
c/o Wexford Capital LLC
Attn: Dante Domenichelli
411 W. Putnam Avenue
Greenwich, CT 06830-6261
50,000 1.1 % 14,070 1.1 % 106,280 1.1 %
Community Bank of Nevada
Attn: Lisa Gardner
8945 W. Russell Road, Suite 300
Las Vegas, NV 89148-1227
100,000 2.2 % 100,000 1.0 %
Pacific Investment Management
Company LLC(d)
Attn: Bank Loan Accounting
840 Newport Center Drive
Newport Beach, CA 92660
100,000 2.2 % 100,000 1.0 %
Fidelity ADV Series I Fidelity
Advisors Floating Rate High
Income Fund
c/o Fidelity Investments
Attn: Bank Debt Custody
82 Devonshire Street 21D
Boston, MA 02109-3605
48,650 1.1 % 48,650 *
4
-
Class A Common
Class A Preferred
Class A Common
Assuming Full
Conversion of
Class A Preferred
Shares
Percent
Shares
Percent
Shares
Percent
State Street Bank & Trust(e) PO Box 5756
Boston, MA 02206-5756
20,000 * 4,553 * 38,212 *
Deutsche Bank(f)
Attn: Nora Swithenbank, Shawn
Powers, Vince Pham and Obaid
Zubair
60 Wall Street
New York, NY 10005-2858
37,761 * 37,761 *
Newcastle CDO IX I Ltd.
c/o LaSalle Global Trust Services
Attn: Michael C. McLoughlin
1345 Avenue of the Americas,
Floor 20
New York, NY 10105-2203
30,000 * 30,000 *
MAC & Co.
c/o Mellon Securities Trust Co.
Receive Window C
One Wall Street, Floor 3
New York, NY 10286-0001
10,000 * 2,813 * 21,252 *
Harch CLO III Limited
c/o Harch Capital
Management LLC
Attn: Shawn Powers
621 NW 53rd Street, Suite 620
Boca Raton, FL 33487-8246
20,000 * 20,000 *
Pacific Select FN High YLD BND
Attn: Candace Hendricks
700 Newport Center Drive
Newport Beach, CA 92660-6307
20,000 * 20,000 *
Atlantis Funding Ltd.
c/o The Bank of New York Mellon
Attn: Myrta Calvillo
601 Travis Street
Houston, TX 77002-3001
16,082 * 16,082 *
US Bank NA(g)
Attn: Brenna Sears and Jessica
Clark
1 Federal Street, 3rd Floor
Boston, MA 02110-2003
14,000 * 14,000 *
CSAM Funding I
c/o The Bank of New York Mellon
Attn: Myrta Calvillo
601 Travis Street
Houston, TX 77002-3001
10,069 * 846 * 13,453 *
Credit Suisse Candlewood Special
Situations Master Fund Ltd.
c/o CS Alternative Capital Inc.
Attn: Peter Dowling
11 Madison Avenue
New York, NY 10010-3643
10,069 * 846 * 13,453 *
General Electric Pension Trust
c/o GE Asset Management
Incorporated
Attn: Nancy Garofalo
3001 Summer Street, Suite 5
Stamford, CT 06905-4321
13,000 * 13,000 *
-
Endurance CLO I Ltd.
c/o West Gate Horizons
Advisors LLC
Attn: Stacey Alexander
333 S. Grand Avenue, Suite 4100
Los Angeles, CA 90071-1571
10,000 * 10,000 *
Light Point CLO 2004-1 (NY)
c/o LaSalle Global Trust Services
Attn: Aaron Cumbers
540 W. Madison Street
Chicago, IL 60661-2591
10,000 * 10,000 *
5
-
Class A Common
Class A Preferred
Class A Common
Assuming Full
Conversion of
Class A Preferred
Shares
Percent
Shares
Percent
Shares
Percent
Ocean Trails CLO I c/o West Gate Horizons
Advisors LLC
Attn: Stacey Alexander
333 S. Grand Avenue,
Suite 4100
Los Angeles, CA 90071-1571
10,000 * 10,000 *
Ocean Trails CLO II
c/o West Gate Horizons
Advisors LLC
Attn: Stacey Alexander
333 S. Grand Avenue,
Suite 4100
Los Angeles, CA 90071-1571
10,000 * 10,000 *
WG Horizons CLO I
c/o West Gate Horizons
Advisors LLC
Attn: Stacey Alexander
333 S. Grand Avenue,
Suite 4100
Los Angeles, CA 90071-1571
10,000 * 10,000 *
Whitehorse V Ltd.
c/o Ethan Underwood
200 Crescent Court, Suite 1414
Dallas, TX 75201-6960
10,000 * 10,000 *
Wells Capital Management
Attn: Jamie M. Bocci
525 Market Street 10th Floor
San Francisco, CA 94105-2718
2,500 * 1,773 * 9,592 *
Prospero CLO II BV
c/o The Bank of New York
Attn: Myrta Calvillo
601 Travis Street
Houston, TX 77002-3001
8,000 * 8,000 *
EMSEG & Co.
c/o Wells Fargo & Bank MN
NA
PO Box 1450
WF 9919
Minneapolis, MN 55845
2,500 * 702 * 5,308 *
Cumberland II CLO Ltd.
c/o The Bank of New York
Mellon
2 N. La Salle Street, Suite 1020
Chicago, IL 60602
5,000 * 5,000 *
Lehman Commercials Paper Inc.
Attn: Julia Chang
1271 Avenue of the Americas
35th Floor
New York, NY 10020-1401
5,000 * 5,000 *
Louisiana State Employees
Retirement Fund
c/o JPMorgan Asset
Management
Attn: Jennifer Ruppert
8401 United Plaza Boulevard
Baton Rouge, LA 70809-7017
5,000 * 5,000 *
-
Total
4,527,485 100 % 1,295,585 100 % 9,709,825 100 %
Notes * Represents holding percentage of less than 1%. (a) Consists of shares held by Onex Armenco Gaming I LP (1,854,332 shares of Class A Common Stock and
667,445 shares of Class A Preferred), Onex Armenco Gaming II LP (64,551 shares of Class A Common
Stock and 23,234 shares of Class A Preferred), Onex Armenco Gaming III LP (68,670 shares of Class A
Common Stock and 24,718 shares of Class A Preferred), Onex Armenco Gaming IV LP (44,088 shares of
Class A Common Stock and 15,869 shares of Class A Preferred), Onex Armenco Gaming V LP (68,670
shares of Class A Common Stock and 24,718 shares of Class A Preferred), Onex Armenco Gaming VI LP
(38,456 shares of Class A Common Stock and 13,841 shares of Class A Preferred), Onex Armenco Gaming
VII LP (30,408 shares of Class A Common Stock and 10,944 shares of Class A Preferred), Onex Armenco
Gaming IX LP (26,817 shares of Class A Common Stock and 9,652 6
-
shares of Class A Preferred) and Onex Armenco Gaming X LP (651,559 shares of Class A Common Stock
and 234,520 shares of Class A Preferred) and Onex Armenco Gaming XI LP (68,670 shares of Class A
Common Stock and 24,718 shares of Class A Preferred). Trilliant Gaming Nevada Inc. is the general partner
of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Each of
Mr. Alex Yemenidjian, our Chairman, Chief Executive Officer and President, Mr. Timothy Duncanson, one
of our directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation,
owns one-third of the outstanding voting securities of Trilliant Gaming Nevada Inc., and together
Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant
Gaming Nevada Inc.. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets
forth the rights of each of them with respect to control of Trilliant Gaming Nevada Inc. and, in turn, the
securities of the Company owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming
Entities were formed by entities affiliated with Onex Corporation. As a result, Trilliant Gaming Nevada Inc.
and, in turn, Messrs. Yemenidjian, Duncanson and Schwartz, may be deemed to have beneficial ownership of
the shares of Class A Common Stock held by the Onex Armenco Gaming Entities, but disclaim beneficial
ownership of shares held by parties other than these entities. Each of these entities disclaims beneficial
ownership of shares held by parties other than these entities. (b) Foothill is a wholly-owned subsidiary of Wells Fargo & Company, or Wells Fargo, a diversified financial
services company. Wells Fargo may be deemed to have beneficial ownership of shares of our company held
by Foothill. (c) H/2 Special Opportunities Ltd. is wholly-owned by H/2 Special Opportunities L.P. By virtue of his status as the
managing member of H/2 SOGP LLC, Spencer Haber may be deemed to be the beneficial owner of the
shares of our company held directly by H/2 Special Opportunities Ltd., which shares may also be deemed to
be beneficially owned by H/2 SOGP LLC and H/2 Special Opportunities L.P. (d) Consists of shares of Class A Common Stock held by Mayport CLO, Ltd. (10,000 shares), Pimco Floating
Income Fund (50,000 shares), Pimco Cayman Bank Loan Fund (10,000 shares), Portolo CLO Ltd. (20,000
shares) and Southport CLO Ltd. (10,000 shares). Each of these entities disclaims beneficial ownership of
shares held by parties other than these entities. (e) Consists of shares held by Blazerman & Co. (5,000 shares of Class A Common Stock and 333 shares of Class A
Preferred Stock), Cruiselake & Co. (7,500 shares of Class A Common Stock and 2,110 shares of Class A
Preferred and Wateredge & Co. (7,500 shares of Class A Common Stock and 2,110 shares of Class A
Preferred). Each of these entities disclaims beneficial ownership of shares held by parties other than these
entities. (f) Consists of shares of Class A Common Stock held by Bridgeport CLO Ltd. (6,323 shares), Burr Ridge CLO
Plus Ltd. (3,823 shares), Forest Creek CLO Ltd. (3,823 shares), Genesis CLO 2007-1 Ltd. (3,500 shares),
Long Grove CLO Ltd. (5,000 shares), Market Square CLO Ltd. (3,823 shares), Marquette Park CLO Ltd.
(3,823 shares), Rosemont CLO Ltd. (3,823 shares) and Schiller Park CLO Ltd. (3,823 shares). Each of these
entities disclaims beneficial ownership of shares held by parties other than these entities. (g) Consists of shares of Class A Common Stock held by Veritas CLO I Ltd. (6,000 shares) and Veritas CLO
II Ltd. (8,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other
than these entities.
(2) Pursuant to the Tropicana Entertainment Warrant, Tropicana Entertainment has the right to acquire up to 664,122 shares
of Class B Common Stock at any time on or prior to the earlier of (i) 5:00 pm, New York City time, on July 1, 2013, or
(ii) a date on which we sell, lease, transfer or otherwise dispose of substantially all of our property, assets or business,
another person or entity acquires all or substantially all of our shares of common stock or we consolidate with or merge
with or into another person or entity or enter into a business combination with another person. Subject to receiving all
necessary licenses, findings of suitability or other approvals from applicable Nevada gaming authorities, Tropicana
Entertainment would thereafter be entitled to convert such shares of Class B Common Stock into shares of Class A
Common Stock at any time. In addition, in order to exercise the Tropicana Entertainment Warrant, Tropicana
Entertainment is required to become a party to the Stockholders Agreement. The address for Tropicana Entertainment is 3930 Howard Hughes Parkway, Fourth Floor, Las Vegas, NV 89169.
7
-
(3) Includes the 2,916,221 shares of Class A Common Stock and 4,198,636 shares of Class A Common Stock issuable upon
conversion of 1,049,659 shares of Class A Preferred beneficially owned by Trilliant Gaming Nevada Inc. (see
Note 1(a) above). The remaining shares of Class A Common Stock indicated as being beneficially owned by
Messrs. Yemenidjian and Duncanson are shares of Class A Common Stock and shares of Class A Common Stock
issuable upon the conversion of shares of Class A Convertible Participating Preferred Stock held by other parties to the
Stockholders Agreement (see Note 1 above), which shares Messrs. Yemenidjian and Duncanson disclaim beneficial ownership of.
(4) Each of Ms. Judy K. Mencher and Mr. John Redmond was elected pursuant to the terms of the Stockholders Agreement,
with Mr. Redmond being an independent director designated by OCP I LP, Onex Corporation and their affiliates, or the
Onex Stockholders, and Ms. Mencher being an independent director appointed by our major stockholders, defined as
stockholders (other than Onex Corporation) with beneficial ownership of more than 5% of the outstanding shares of our
capital stock (see Transactions with Related PersonsStockholders AgreementBoard of Directors). Each of Ms. Mencher and Mr. Redmond qualifies as an independent director under the rules promulgated by the New York
Stock Exchange. None of Ms. Mencher or Mr. Redmond holds any shares of Class A Common Stock directly, and each
disclaims beneficial ownership of any shares of Class A Common Stock beneficially owned by any of our companys stockholders, including, with respect to Mr. Redmond, the Onex Stockholders.
8
-
ELECTION OF DIRECTORS Proposal No. 1 Information Concerning the Directors, Nominees and Executive Officers
One of the purposes of the meeting is to elect four directors, each of whom will serve until the next annual meeting of
stockholders or until his or her respective successor has been elected and qualified or until his or her earlier resignation or
removal. Pursuant to the our Bylaws, the number of directors is fixed at five. Sergio Zyman, who was an independent director
designated by the Onex Stockholders (as defined) pursuant to the Stockholders Agreement, resigned from the Board of Directors on March 12, 2010 and is not standing for re-election. Pursuant to the Stockholders Agreement, OCP I LP, Onex Corporation or any of their respective affiliates (collectively, the Onex Stockholders) currently has the right to designate three members to the Board of Directors, including the position previously occupied by Mr. Zyman. The Onex Stockholders are engaged in a
search for a qualified individual to replace Mr. Zyman, and when such individual has been selected, he or she will be appointed
to the Board of Directors in accordance with the Stockholders Agreement and our Bylaws. The following information is provided with respect to the directors, nominees and executive officers as of April 1, 2010. All
of the nominees listed below were elected as directors by the stockholders pursuant to the Stockholders Agreement. Name
Age
Position(s)
Alex Yemenidjian
54
Chairman of the Board, Chief Executive Officer and President, and Nominee Timothy A. R. Duncanson
42
Director and Nominee
Judy K. Mencher
53
Director and Nominee John Redmond
51
Director and Nominee
Joanne M. Beckett
49
Vice President, General Counsel and Corporate Secretary Jerry L. Fox
44
Vice President and Chief Financial Officer
Thomas J. McCartney
57
President, Tropicana Las Vegas, Inc. EX-21.1 13 a2196341zex-21_1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF TROPICANA LAS VEGAS HOTEL AND CASINO, INC.
JURISDICTION
OF
INCORPORATION SUBSIDIARIES OF TROPICANA LAS VEGAS HOTEL AND CASINO, INC.:
Tropicana Las Vegas Intermediate Holdings Inc.
Delaware SUBSIDIARIES OF TROPICANA LAS VEGAS INTERMEDIATE HOLDINGS, INC.:
Tropicana Las Vegas, Inc.
Nevada
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
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TROPICANA LAS VEGAS HOTEL AND CASINO, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of
incorporation or organization)
27-0455607 (I.R.S. Employer
Identification No.)
3801 Las Vegas Boulevard South
Las Vegas, Nevada 89109 (Address of principal executive offices and zip code)
(702) 739-2722 (Registrant's telephone number, including area code)
with copies of correspondences to:
Joanne M. Beckett
Vice President and General Counsel
Tropicana Las Vegas Hotel and Casino, Inc.
3801 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Janet S. McCloud
Glaser, Weil, Fink, Jacobs, Howard & Shapiro, LLP
Nineteenth Floor
10250 Constellation Boulevard
Los Angeles, California 90067
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Class A Common Stock, $0.01 par value per share (Title of class)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a
smaller reporting company)
Smaller reporting company
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ACCESSION NUMBER: 0000891836-98-000377
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 19980607
ITEM INFORMATION:
ITEM INFORMATION:
FILED AS OF DATE: 19980608
SROS: NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WELLS FARGO & CO
CENTRAL INDEX KEY: 0000105598
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132553920
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT:
SEC FILE NUMBER: 001-06214
FILM NUMBER: 98643613
BUSINESS ADDRESS:
STREET 1: 420 MONTGOMERY ST
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 8004114932
MAIL ADDRESS:
STREET 1: 343 SANSOME ST 3RD FL
STREET 2: WELLS FARGO BANK
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
8-K
1
FORM 8-K, WELLS FARGO & COMPANY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) JUNE 7, 1998
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WELLS FARGO & COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6214 13-2553920
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(State of incorporation) (Commission File Number) (IRS Employer
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Identification No.)
420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163
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(Address of principal executive offices)
1-800-411-4932
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEMS 1 - 4. Not Applicable.
ITEM 5. OTHER EVENTS.
Wells Fargo & Company, a Delaware corporation ("Wells Fargo"), and
Norwest Corporation, a Delaware corporation ("Norwest"), have entered into an
Agreement and Plan of Merger, dated as of June 7, 1998 (the "Merger Agreement").
The Merger Agreement provides for the merger of Wells Fargo with and into
Norwest (the "Merger"). The name of the combined company will be Wells Fargo &
Company and its headquarters will be located in San Francisco, California. Paul
Hazen, Chairman and Chief Executive Officer of Wells Fargo, will be the Chairman
of the Board of Directors of the combined company. Richard M. Kovacevich,
Chairman and Chief Executive Officer of Norwest, will be the President and Chief
Executive Officer of the combined company. The board of directors of the
combined company will consist of an equal number of representatives from each of
Wells Fargo and Norwest. The Merger is expected to be (1) accounted for under
the "pooling-of-interests" method of accounting and (2) a "reorganization" under
the Internal Revenue Code of 1986, as amended.
At the effective time of the Merger, each share of common stock, par
value $5.00 per share, of Wells Fargo ("Wells Fargo Common Stock"), outstanding
immediately prior to the effective time of the Merger will be converted into 10
shares of common stock, par value $1-2/3 per share, of Norwest ("Norwest Common
Stock"). Also, at the effective time of the Merger, each share of Wells Fargo
Adjustable Rate Cumulative Preferred Stock, Series B, without par value ("Wells
Fargo Series B Preferred"), outstanding immediately prior to the effective time
of the Merger will be converted into one share of Adjustable-Rate Cumulative
Preferred Stock of Norwest, Series B ("Norwest Series B Preferred") and each
share of Wells Fargo 6.59% Adjustable Rate Noncumulative Preferred Stock, Series
H, without par value ("Wells Fargo Series H Preferred"), outstanding immediately
prior to the effective time of the Merger will be converted into one share of
6.59% Adjustable Rate Noncumulative Preferred Stock of Norwest, Series H
("Norwest Series H Preferred"). The terms of Norwest Series H Preferred and
Norwest Series B Preferred will be substantially the same as the terms of Wells
Fargo Series H Preferred and Wells Fargo Series B Preferred, respectively.
Consummation of the Merger is subject to a number of conditions,
including (1) the adoption of the Merger Agreement by the stockholders entitled
to vote thereon of each of Norwest and Wells Fargo, (2) receipt of all requisite
governmental approvals (including the approval of the Board of Governors of the
Federal Reserve System), and (3) certain other customary conditions.
As an inducement and condition to Norwest's entering into the Merger
Agreement, Wells Fargo, as issuer, and Norwest, as grantee, entered into a Stock
Option Agreement (the "Wells Fargo Option Agreement") wherein Wells Fargo
granted to Norwest an option to purchase approximately 19.9% of the outstanding
shares of Wells Fargo Common Stock on certain terms and conditions set forth
therein. The option is exercisable only upon the
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occurrence of certain events, including the acquisition by any person of
beneficial ownership of 20% or more of the Wells Fargo Common Stock then
outstanding, or agreement by Wells Fargo to engage in, or the recommendation of
Wells Fargo's Board of Directors that Wells Fargo's stockholders approve, any of
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the following types of business combinations: (1) a merger or consolidation, or
any similar transaction, involving Wells Fargo or any significant subsidiary;
(2) a purchase, lease or other acquisition of all or a substantial portion of
the assets or deposits of Wells Fargo or any significant subsidiary or (3) a
purchase of securities representing more than 20% of the voting power of the
issuers. As an inducement and condition to Wells Fargo's entering into the
Merger Agreement, Norwest and Wells Fargo also entered into a substantially
identical stock option agreement (the "Norwest Option Agreement") pursuant to
which Norwest has granted to Wells Fargo an option to purchase up to
approximately 19.9% of the outstanding shares of Norwest Common Stock on certain
terms and conditions set forth therein.
A copy of the joint press release of June 8, 1998, regarding the Merger
is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The
foregoing description of such press release is qualified in its entirety by
reference to the full text of such press release.
A copy of the presentation to investors, dated June 8, 1998, regarding
the Merger and given jointly by Norwest and Wells Fargo, is attached as Exhibit
99.2 hereto and is incorporated by reference herein. The foregoing description
of such presentation is qualified in its entirety by reference to the full text
of such presentation.
The exhibits to this current report on Form 8-K contain forward looking
statements with respect to the financial conditions, results of operations and
businesses of each of Norwest and Wells Fargo and, assuming the consummation of
the merger, a combined Norwest/Wells Fargo including statements relating to: (a)
the cost savings and accretion to reported earnings that will be realized from
the merger; (b) the impact on revenues of the merger, and (c) the restructuring
charges expected to be incurred in connection with the merger. These forward
looking statements involve certain risks and uncertainties. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking statements include, among others, the following possibilities:
(1) expected cost savings from the merger cannot be fully realized or realized
within this expected timeframe; (2) revenues following the merger are lower than
expected; (3) competitive pressure among financial services companies increases
significantly; (4) costs or difficulties related to the integration of the
businesses of Norwest and Wells Fargo are greater than expected; (5) changes in
the interest rate environment reduce interest margins; (6) general economic
conditions, either internationally or nationally or in the states in which the
combined company will be doing business, are less favorable than expected; or
(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.
Such forward-looking statements speak only as of the date on which such
statements were made, and Wells Fargo undertakes no obligation to update any
forward-looking
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statement to reflect events or circumstances after the date on which any such
statement is made to reflect the occurrence of unanticipated events.
ITEM 7. EXHIBITS.
(99.1) Joint press release, dated June 8, 1998, issued by Wells Fargo &
Company and Norwest Corporation.
(99.2) Investor Presentation Materials, dated June 8, 1998, regarding the
Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WELLS FARGO & COMPANY
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By /s/ Guy Rounsaville, Jr.
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Name: Guy Rounsaville, Jr.
Title: Executive Vice President and
General Counsel
Date: June 8, 1998
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EX-99.1
2
JOINT PRESS RELEASE, DATED JUNE 8, 1998
MEDIA INVESTORS
Larry Haeg Kim Kellogg Robert S. Strickland Cindy Koehn
Norwest Corporation Wells Fargo Norwest Corporation Wells Fargo
612-667-7043 415-396-3606 612-667-7919 415-393-3099
WELLS FARGO AND NORWEST TO MERGE
San Francisco and Minneapolis, June 8, 1998 -- Wells Fargo & Company
(NYSE: WFC) and Norwest Corporation (NYSE: NOB) said today they have signed a
definitive agreement for a merger of equals to create the Western Hemisphere's
most extensive and diversified financial services network.
The combined company will have $191 billion in assets, more than 90,000
employees, more than 20 million customers, and 5,777 financial services stores
in all 50 states, Canada, the Caribbean, Latin America and elsewhere
internationally.
The transaction is valued at approximately $34 billion. Common
stockholders of Wells Fargo will receive 10 shares of common stock of Norwest in
exchange for each share of Wells Fargo common stock. After the exchange, it is
expected that Wells Fargo stockholders will own approximately 52.5 percent of
the combined companies and Norwest stockholders approximately 47.5 percent.
Norwest's dividend will remain the same.
When the merger is completed, Paul Hazen, chairman and chief executive
officer of Wells Fargo, will become chairman of the new organization. Richard M.
Kovacevich, chairman and chief executive officer of Norwest, will become
president and
chief operating officer of Norwest, and Rod Jacobs, president of Wells Fargo,
will continue in their current positions until the merger is completed and will
head the transition team that will recommend the organizational structure of the
new company.
"We believe the partnership of these two companies offers terrific
opportunities for customers, employees, and shareholders," said Hazen. "The
possibilities and power of this combination offer a tremendously exciting vision
for our future."
"This merger of equals will bring together two high performing
companies with complementary businesses, products, technology, markets and
customers," said Kovacevich. "It will be a leading franchise in the western
United States with all the resources necessary to meet all of our customers'
financial needs and serve them when, where and how they want to be served."
"In addition to our nationwide presence in mortgage and our presence
across the Americas in consumer finance," added Kovacevich, "our combined
banking franchise will have a top four market share in 16 of our 21 banking
states across the Midwest, Rocky Mountain and Western regions. We'll have the
largest number of financial services stores in the nation. Wells Fargo's
leadership in alternative delivery is a perfect complement to Norwest's
leadership in community banking."
"By sharing successful best practices across our two companies," said
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Hazen, "we can take advantage of the unique strengths of both organizations to
serve our customers better and deliver even greater shareholder value. This
merger will result in a
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dynamic new organization that is geographically diverse and focused on
delivering long term benefits for our stockholders, customers, team members and
communities."
The merger is expected to be accounted for as a pooling of interests,
to be completed in the second half of this year and to be a tax-free
reorganization for federal income tax purposes. The merger has been approved by
both companies' boards, requires regulatory and stockholder approval, is
expected to break even on a GAAP (Generally Accepted Accounting Principles)
basis and to add to cash earnings per share for stockholders of both companies
in the first year of operation, excluding transaction costs.
The new name of the combined companies will be Wells Fargo & Company,
one of the most widely known brand names in the financial services industry.
The corporate headquarters of the combined company will be in San
Francisco. Minneapolis will be headquarters for the combined Midwest banking
business.
"The question of where to locate the headquarters of the new
organization was perhaps the most difficult part of this process," said
Kovacevich. "Since the new organization will have $54 billion in deposits in
California and only $13 billion in deposits in Minnesota, it makes sense for the
corporate headquarters to be closest to the highest concentration of customers
and that's California."
"Of the more than 90,000 team members who will make up the new
organizations, only 2,130 headquarters staff in San Francisco and Minneapolis,
or 2.3 percent of the 90,000, will be directly affected by this headquarters
decision."
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"To manage this process, both companies have instituted an immediate
hiring freeze," said Hazen. "Through natural turnover, growth, a good economy,
and our commitment to 'retain and retrain' as many affected team members as
possible, our goal is to offer as many opportunities as we can to headquarters
team members for comparable positions in the combined company either in the Twin
Cities area, San Francisco or elsewhere so they can continue their careers with
the company. Also, because technology today creates the advantage of 'virtual
offices,' some corporate functions could remain in Minneapolis."
Merger details include:
o Wells Fargo has granted Norwest an option to purchase, under
certain circumstances, up to 19.9 percent of Wells Fargo's
outstanding shares of common stock. In addition, Norwest has
granted Wells Fargo an option to purchase, under certain
circumstances, up to 19.9 percent of Norwest's outstanding
shares of common stock.
o The two companies estimate there will be approximately $950
million in transition-related expenses and expect to achieve
at least $650 million in cost savings by the third year of
operation. The new company will:
o rank 1st in financial services stores in the western hemisphere,
o rant 1st in mortgage originations and servicing,
o rank 1st in internet banking,
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o rank 1st in agricultural lending among U.S. banks,
o rank 2nd in the number of small business loans among U.S. banks,
o rank 2nd in the number of ATMs in the U.S.,
o rank 4th in middle-market lending among all banks,
o rank 3rd among all banks in mutual funds under management,
o rank 4th in market capitalization among U.S. bank holding
companies,
o rank 7th in assets among U.S. bank holding companies,
o continue to be the nation's leading commercial real estate leader,
o be an industry leader in alternative banking strategy, as
developed by Wells Fargo,
o be an industry leader in community banking strategy, as developed
by Norwest Banks,
o have the Americas' premier consumer finance company, through
Norwest Financial,
o have the largest bank-owned insurance agency.
3/31/98 Norwest Wells Fargo Combined
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Assets (billions) $ 96.1 $ 94.8 $ 190.9
Loans (billions) $ 44.2 $ 64.5 $ 108.7
Income (billions -1997) $ 1,351 $ 1,155 $ 2,506
Revenue (billions - 1997) $ 9.659 9.608 $ 19.267
Deposits (billions) $ 57.8 $ 72.3 $ 130.1
Customers (millions) 9.9 10 19.9
Mortgage originations (billions) $ 60 -- $ 60
Mortgage Servicing (billions) $ 211 -- $ 211
Credit Card Loans (billions) $ 1.6 $ 4.4 $ 6.0
Consumer Credit Card Accounts (millions) 1.6 3.2 4.8
Stores 3,847 1,930 5,777
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3/31/98 Norwest Wells Fargo Combined
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ATMs 1,752 4,400 6,152
Market Capitalization (billions) $ 30 $ 32 $ 62
Common Shares Outstanding (millions) 757.6 85.3
Net interest margin 5.77 6.01 5.89
Employees 58,255 32,414 90,669
Fortune 500 rank (1997) 157 160 65
Wells Fargo operates one of the largest consumer banking businesses in
the U.S., serving more than 10 million households in 10 Western states.
Norwest Corporation is a $96.1 billion financial solutions company
providing banking, insurance, investments, mortgage and consumer finance through
3,847 stores in all 50 states, Canada, the Caribbean, Latin America and
elsewhere internationally.
This news release contains forward-looking statements with respect to the
financial conditions, results of operations and businesses of Wells Fargo and
Norwest and, assuming the consummation of the merger, a combined Wells
Fargo/Norwest including statements relating to: (a) the cost savings and
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accretion to reported earnings that will be realized from the merger; (b) the
impact on revenues of the merger, and (c) the restructuring charges expected to
be incurred in connection with the merger. These forward looking statements
involve certain risks and uncertainties. Factors that may cause actual results
to differ materially from those contemplated by such forward looking statements
include, among others, the following possibilities: (1) expected cost savings
from the merger cannot be fully realized or realized within this expected
timeframe; (2) revenues following the merger are lower than expected; (3)
competitive pressure among financial services companies increases significantly;
(4) costs or difficulties related to the integration of the businesses of
Norwest and Wells Fargo are greater than expected; (5) changes in the interest
rate environment reduce interest margins; (6) general economic conditions,
either internationally or nationally or in the states in which the combined
company will be doing business, are less favorable than expected; or
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(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.
# # #
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EX-99.2
3
INVESTOR PRESENTATION MATERIALS, DATED 6/8/98
Norwest Corporation + Wells Fargo Corporation
"Creating ... The Premier Financial Services
Company in the Western Hemisphere"
June 8, 1998
Forward Looking Statements
This presentation contains forward looking statements with respect to the
financial conditions, results of operations and businesses of Norwest and Wells
Fargo and, assuming the consummation of the merger, a combined Norwest/Wells
Fargo including statements relating to: (a) the cost savings and accretion to
reported earnings that will be realized from the merger; (b) the impact on
revenues of the merger, and (c) the restructuring charges expected to be
incurred in connection with the merger. These forward looking statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward looking statements include,
among others, the following possibilities: (1) expected cost savings from the
merger cannot be fully realized or realized within this expected timeframe; (2)
revenues following the merger are lower than expected; (3) competitive pressure
among financial services companies increases significantly; (4) costs or
difficulties related to the integration of the businesses of Norwest and Wells
Fargo are greater than expected; (5) changes in the interest rate environment
reduce interest margins; (6) general economic conditions, either internationally
or nationally or in the states in which the combined company will be doing
business, are less favorable than expected; or (7) legislation or regulatory
requirements or changes adversely affect the businesses in which the combined
company would be engaged.
The New Company
o Name Wells Fargo
o Headquarters
Corporate San Francisco
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Midwest Minneapolis
o Management
Board of Directors 50/50 Split
Chairman Paul Hazen
President & CEO Dick Kovacevich
Transaction Overview
o Terms
o Fixed exchange ratio
o 10 Norwest Shares for each Wells Fargo share
o 19.9% option to each party
o Structure
o Negotiated Merger of Equals
o Tax Free Exchange
o Pooling of Interests
Transaction Overview
o Substantial EPS accretion to all shareholders
o Synergies $650 mm expense reduction
o Merger costs $950 mm
o Targeted close Second Half 1998
o Due diligence Completed
o Approvals Required Regulatory
Wells Fargo Shareholders
Norwest Shareholders
"A Compelling Partnership"
Norwest + Wells Fargo
"Leveraging
Complementary
Strengths"
Leveraging Complementary Strengths
o Norwest
o Outstanding sales and service culture
o Strong revenue generation
o Wells Fargo
o Alternative delivery leader
o Outstanding expense efficiency
The New Wells Fargo
o Outstanding Sales and Service Culture
o Major cross-sell focus
o Superior Distribution Capabilities
o Enhanced Diversification
o Spanning 9 of 10 highest growth states
o Broader business and product line
o Leading market share in complementary businesses
The New Wells Fargo
o #1, 2, or 3 Bank Deposit Share in 76 MSA's
o #1 Mortgage Originator and Servicer
o #1 Bank Commercial Real Estate Lender
o #1 Bank-Owned Insurance Agency
o #1 Agricultural Bank
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o #2 Small Business Lender
o #4 Bank Mutual Fund Manager
o #1 Internet Bank
o Premier Consumer Finance Company
Complementary Retail Banking
Wells Fargo Focus Norwest Focus
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o Western o Midwest, Rocky Mountains, Southwest
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o Larger, higher density markets o Smaller, lower density markets
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o Optimized branch/in-store o High performance, community bank
configuration "store-based" distribution
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o Leadership in alternative o Superior sales culture and customer
delivery systems customer service focused on
cross-sell
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Complementary Retail Banking
o Each has superior yet distinct approaches to delivering
community banking services
o Both methods will be employed depending on each
market's characteristics
o Result: diverse distribution capabilities to service
the broadest range of customers and markets
Premier Banking Franchise in the West and Midwest
[Map]
Premier Banking Franchise in the West and Midwest
Pro Forma Combined Pro Forma Combined
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State Rank in Deposits Market Rank in Deposits Market
State share(%) State Share(%)
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California #3 $54.2 14 South #1 $2.1 20
Dakota
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