Public Meeting Regarding Norwest Corporation and Wells Fargo & Company
Thursday, September 17, 1998
Transcript of Opening Remarks
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1 APPEARANCES:
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3 Board of Governors: Dolores Smith, presiding
4 Niel Willardson
5 Kenneth Binning
6 Deborah Awai
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8
9 * * *
10 WHEREUPON, the following proceedings were duly had:
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12
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14 CHAIRPERSON SMITH: Well, I'm pleased to 08:59:58
15 welcome you to this important public meeting on the 09:00:00
16 application by Norwest Corporation to acquire Wells 09:00:04
17 Fargo & Company. I'll start by introducing myself. 09:00:08
18 I'm Dolores Smith, Director of the Division of 09:00:10
19 Consumer and Community Affairs at the Federal 09:00:14
20 Reserve Board in Washington, D.C. I'll be the 09:00:18
21 presiding officer for this public meeting. Our 09:00:20
22 other panelists are, starting from my extreme right, 09:00:24
23 Niel Willardson, vice president in charge of banking 09:00:28
24 supervision from the Federal Reserve Bank of 09:00:32
25 Minneapolis. Next to him, Kenneth Binning, director 09:00:34
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1 of applications and financial analysis from the 09:00:38
2 Federal Reserve Bank of San Francisco. To my right, 09:00:40
3 Deborah Awai, senior counsel legal division from the 09:00:46
4 Federal Reserve Board. 09:00:50
5 We're here today because Norwest Corporation, 09:00:54
6 Minneapolis, Minnesota, has applied for approval to 09:00:58
7 acquire Wells Fargo & Company, San Francisco, 09:01:02
8 California. When the Federal Reserve system 09:01:06
9 considers one of these applications, we look at a 09:01:10
10 number of factors under the Bank Holding Company 09:01:12
11 Act. These include financial issues, managerial 09:01:16
12 issues, competitive issues, and the convenience and 09:01:22
13 needs of the communities affected. In doing so, we 09:01:26
14 particularly look at the record of performance of 09:01:30
15 the parties under the Community Reinvestment Act. 09:01:34
16 The CRA requires the Board to take into account an 09:01:38
17 institution's record of meeting the credit needs of 09:01:42
18 its entire community. 09:01:46
19 The Norwest-Wells Fargo application also 09:01:50
20 involves the proposed acquisition or retention of 09:01:54
21 nonbanking companies engaged in activities 09:02:00
22 permissible for bank holding companies. The Board 09:02:02
23 must therefore determine whether the proposed 09:02:06
24 nonbanking activities can reasonably be expected to 09:02:10
25 produce benefits to the public that outweigh 09:02:14
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1 possible adverse effects such as undue concentration 09:02:16
2 of resources, decreased or unfair competition, 09:02:22
3 conflicts of interest, or unsound banking practices. 09:02:28
4 The purpose of the public meeting today is to 09:02:32
5 receive information regarding these factors. We 09:02:36
6 will be seeking to elicit this information and to 09:02:40
7 clarify factual issues related to the application. 09:02:44
8 I'll make a few remarks about our procedures 09:02:50
9 today. This is what we call an informal public 09:02:54
10 meeting. Members of the panel may ask those who are 09:02:58
11 testifying about their testimony. This is not a 09:03:02
12 formal administrative hearing, so we are not bound 09:03:08
13 by the rules regarding evidence, cross examination, 09:03:12
14 and some of the more formal trappings for that kind 09:03:16
15 of proceeding. 09:03:20
16 We will have about 70 groups and individuals 09:03:22
17 represented today at this public meeting. We are 09:03:26
18 pleased that so many people have been willing to 09:03:30
19 come and testify, but we do have a full schedule and 09:03:32
20 we will be trying to stay to the timed agenda pretty 09:03:36
21 closely so that everyone who has asked to offer oral 09:03:42
22 testimony will have the opportunity to do so. We 09:03:46
23 will ask witnesses to be mindful of the needs of 09:03:48
24 others and to stay within their allotted times. 09:03:52
25 We're using a signal system with regard to timing. 09:03:58
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1 We have two timekeepers over here to the right, just 09:04:02
2 right in front of the panels that will be 09:04:06
3 testifying. There will also be some individuals who 09:04:10
4 were unable to sign up in advance to testify at this 09:04:16
5 meeting, and so to the extent possible, we will give 09:04:18
6 them a chance to speak. At the end of the meeting 09:04:22
7 today, we will make the microphone available to 09:04:26
8 anyone who would like to make a presentation, time 09:04:28
9 permitting. Also, if witnesses have not yet turned 09:04:34
10 in copies of your written testimony, or if you have 09:04:38
11 any other written statements to put into the record, 09:04:42
12 please leave them with the Federal Reserve staff at 09:04:44
13 the registration table because it's important that 09:04:48
14 we get all of this information for the record. 09:04:52
15 A transcript of the meeting will be available 09:04:56
16 by next Tuesday, September 22nd, through the Federal 09:04:58
17 Reserve Bank of Minneapolis and also from the Board. 09:05:04
18 In addition, the official transcript will be 09:05:06
19 available by close of business on September 23rd on 09:05:10
20 the Board's public web site, which is 09:05:16
21 www.bog.frb.fed.us.
22 One more comment about the testimony. 09:05:28
23 Witnesses may submit a written supplement to their 09:05:30
24 oral testimony, but they must do so by next 09:05:34
25 Thursday, September the 24th. Then the record will 09:05:38
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1 be closed. Any written supplements should be 09:05:40
2 directed to Jennifer J. Johnson, Secretary of the 09:05:44
3 Board, Board of Governors of the Federal Reserve 09:05:48
4 System, Washington, D.C. 20551. They must be 09:05:52
5 received by 5 p.m. eastern daylight time on 09:05:58
6 September the 24th. Submissions may be faxed to 09:06:02
7 202-452-3462. This is information that I believe as 09:06:08
8 witnesses you have already been given in writing. 09:06:14
9 So with that I think we're ready to begin the 09:06:18
10 proceedings. I will be calling on the witnesses, 09:06:20
11 but please, and this goes not only for the first 09:06:24
12 panel but also for succeeding panels, start by 09:06:28
13 stating your name and the name of your organization 09:06:32
14 for the record. So with that, let's begin. And I 09:06:34
15 believe, Mr. Hazen, that you are first. 09:06:40
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17 APPLICANT PRESENTATION:
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19 MR. HAZEN: Thank you very much. Good 09:06:44
20 morning. I'm Paul Hazen. I'm the chairman of Wells 09:06:46
21 Fargo. Les Biller is here, and Les is the president 09:06:48
22 of Norwest. He and I have coordinated our remarks 09:06:54
23 so that we believe that between us we will have 09:06:58
24 covered everything that's relevant with regard to 09:07:02
25 the proposed merger between our two companies. 09:07:04