SAN FRANCISCO - Wells Fargo & Co. has agreed to make $45 billion of loans and grants to low-income people, minorities, and nonprofit groups if it is successful in its hostile bid to acquire First Interstate Bancorp.
The 10-year pledge, outlined in a letter to regulators that Wells Fargo chairman Paul Hazen signed last Thursday, represents a commitment of about 4.5% of the combined banks' assets per year.
The commitment is for all 13 states in which the merged bank would operate. It would be bigger than any community reinvestment commitment ever before made by a bank, and would appear to be aimed at short-circuiting any objections that community activists might have to the deal.
Wells officials said they were making the pledge now because they have nearly fulfilled a five-year $5 billion commitment made in 1993.
"This is something we're doing in the normal course of compliance" with the Community Reinvestment Act, said Karen Wegmann, executive vice president of the community business development for the bank.
"The CRA portion of Wells Fargo's portfolio performs as well as or better than the rest of the portfolio in each of the product groups," she said.
But outside observers said the pledge could also speed approval of Wells' application with the Federal Reserve Bank of San Francisco to acquire First Interstate. Comments on the application are due by Dec. 22.
Protests from community groups could slow down the approvals process, experts said. Such a delay could hurt Wells' chances of prevailing in a shareholder proxy vote, which is expected in the first quarter of next year.
With its pledge, Wells has kept at least one influential community group from protesting. This group, the San Francisco-based Greenlining Institute, played a key role in negotiating the commitment, and strongly supports it.
But another San Francisco-based community group, the California Reinvestment Committee, issued a statement calling the pledge hollow. The group's executive director, Alan Fisher, said the agreement was not detailed enough, and so could be easily circumvented. He said the group was considering protesting both Wells' merger proposal and First Bank System Inc.'s friendly merger agreement.
Wells' commitment calls for a total of $25 billion of loans to small businesses owned by women, minorities, or disabled people, businesses in low-income communities, and nonprofit groups.
Another $8.5 billion would be put into similar loans to mid-size companies, while $4 billion would be for consumer and mortgage loans for low-income individuals. Some $7 billion would be put into affordable housing and economic development projects, and $300 million would be distributed through corporate contributions.
By contrast, First Interstate Bank of California agreed in 1993 to put $2 billion over 10 years into community reinvestment. Chemical Banking Corp. and Chase Manhattan Corp. recently made an $18 billion five-year pledge to go along with their merger proposal.
Meanwhile, the war of words between First Bank System officials and Wells got decidedly nastier last week when First Bank filed new proxy solicitation materials and sent a letter to the Securities and Exchange Commission accusing Wells of misleading investors about its prospects. First Bank also filed suit in U.S. District Court in Delaware.
In meetings on Dec. 6 and 7, Wells said it was expecting higher earnings than analysts had projected. Consensus earnings estimates for Wells rose, as did its stock. This, in turn, increased the price gap between Wells' and First Bank's merger proposals. As of the end of trading on Thursday, Wells' offer of 0.667 share was worth $14.37 more than First Bank's offer of 2.6 shares.
In an interview, First Bank chief financial officer Richard A. Zona said that Wells' projected earnings increases should not be believed, because they count on a big increase in revenues, and Wells' revenues have been flat in recent years.
But he also acknowledged that the increase in Wells' stock price had "turned the momentum completely around" to its favor.