FOOTHILL GROUP INC (0000037941)SIC: 6153 - Short-Term Business Credit InstitutionsState location: CA | State of Inc.: DE |...
FILM NUMBER:                          04034345    BUSINESS ADDRESS:    STREET 1:                             420 MONTGOMER...
WFC HOLDINGS CORP (0000105598)SIC: 6021 - National Commercial BanksState location: CA | State of Inc.: DE | Fiscal Year En...
SEC Accession No. 0001181431-08-014035Filing Date2008-02-27Accepted2008-02-27 15:59:02Documents3Period of Report2007-12-28...
Violet Asset Management, Inc. (Reporting) CIK: 0001427383 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158...
Table I - Non-Derivative Securities Beneficially Owned1. Title of Security (Instr. 4)                        2. Amount of ...
*1. Name and Address of Reporting PersonWFC HOLDINGS CORP(Last)        (First)       (Middle)420 MONTGOMERY STREET(Street)...
(Last)        (First)       (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS              NV            89169-0925VEG...
(Last)        (First)         (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS              NV              89169-092...
(Last)          (First)         (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS                NV              89169...
National Association, which is a wholly owned subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary o...
perform any and every act and thing whatsoever requisite, necessary, or proper to bedone in the exerciseof any of the righ...
Its:    Vice President/s/ Cindy L. WebbIris Asset Management, Inc.By: Cindy L. WebbIts: Vice President/s/ Cindy L. WebbPel...
Address:                   3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer:                  Wells ...
Address:                                                 420 Montgomery St.San Francisco, CA 94163Designated Filer:       ...
WELLS FARGO & CO/MN                           0000072971 2007-12-28                           10 percent owner    WELLS FA...
Effectiveness Date2007-12-28Document Format FilesSeq   Description                                         Document       ...
N-8A:    Yes [ ]     No [X]<PAGE>Item 1.     Exact Name of Registrant.The Thirty-Eight Hundred Fund, LLCItem 2.   Name of ...
- 2 -<PAGE>(a) state the name and address of each sponsor of registrant;(b) state the name and address of each officer and...
- 3 -<PAGE>SIGNATURESPursuant to the requirements of the Investment Company Act of 1940, theregistrant has caused this not...
WELLS FARGO & CO/MN (0000072971)SIC: 6021 - National Commercial BanksState location: CA | State of Inc.: DE | Fiscal Year ...
Fox Jerry L                            0001489385 2010-04-15                           officer: VP and Chief Financial Off...
Document Format FilesSeq   Description                                          Document          Type     Size1     FORM ...
FILING VALUES:FORM TYPE:                3SEC ACT:         1934 ActSEC FILE NUMBER: 000-53894FILM NUMBER:              1075...
- 4 -</TEXT></DOCUMENT>       Each references below to Class A Preferred includes both the outstanding shares of Class A C...
Class A Common                                                                                    Assuming Full           ...
Endurance CLO I Ltd.                  10,000   *   —   —   10,000   *      c/o West Gate Horizons      Advisors LLC      A...
Class A Common                                                                                   Assuming Full            ...
Total                           4,527,485 100      % 1,295,585 100       % 9,709,825 100       %    Notes    *       Repre...
shares of Class A Preferred) and Onex Armenco Gaming X LP (651,559 shares of Class A Common Stock                  and 234...
(3)   Includes the 2,916,221 shares of Class A Common Stock and 4,198,636 shares of Class A Common Stock issuable upon    ...
ELECTION OF DIRECTORSProposal No. 1Information Concerning the Directors, Nominees and Executive Officers    One of the pur...
TROPICANA LAS VEGAS HOTEL AND CASINO, INC.(Exact name of registrant as specified in its charter)                          ...
ACCESSION NUMBER:                 0000891836-98-000377CONFORMED SUBMISSION TYPE:        8-KPUBLIC DOCUMENT COUNT:         ...
Identification No.)420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163- -----------------------------------------------...
the following types of business combinations: (1) a merger or consolidation, orany similar transaction, involving Wells Fa...
By /s/ Guy Rounsaville, Jr.---------------------------------------Name:   Guy Rounsaville, Jr.Title: Executive Vice Presid...
Hazen, "we can take advantage of the unique strengths of both organizations toserve our customers better and deliver even ...
<PAGE>o     rank 1st in agricultural lending among U.S. banks,o     rank 2nd in the number of small business loans among U...
accretion to reported earnings that will be realized from the merger; (b) theimpact on revenues of the merger, and (c) the...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -St...
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BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -Standard & Poors Rating A+ claims paying ability Old Republic Title Insurance 'ATI' Mark Attorney Title Insurance

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BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -Standard & Poors Rating A+ claims paying ability Old Republic Title Insurance 'ATI' Mark Attorney Title Insurance

  1. 1. FOOTHILL GROUP INC (0000037941)SIC: 6153 - Short-Term Business Credit InstitutionsState location: CA | State of Inc.: DE | Fiscal Year End: 1231 Business Address 11111 SANTA MONICA BLVD SUITE 1500 LOS ANGELES CA 90025 3109967000Ownership 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 ownerWELLS FARGO & COMPANY AS OF 12 31 2006 (1120754)RSSID FFEIC 1120754INSTITUTIONAL INFOFoothill Group IncWells Fargo & Co/MN [ formerly Norwest Corp ]filed after 5pm ET on Tuesday, 4/20/10, a 1-document, 4-page 3Initial Statement of Beneficial Ownership of Securities -- Form 3for the period ended Wednesday, 7/1/09filed as of Tuesday, 4/20/10, with respect toTropicana Las Vegas Hotel & Casino/IncMailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932WFC HOLDINGS CORP CIK#: 0000105598 (see all company filings)SIC: 6021 - NATIONAL COMMERCIAL BANKSState location: CA | State of Inc.: DE | Fiscal Year End: 1231formerly: 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 Other859 ---* RELS TITLE SERVICES, LLC (2724038) 841 DES MOINES IA Domestic Entity Other860 ----* ATI TITLE AGENCY OF OHIO, INC. (2253275) 859 CLEVELAND OH Domestic Entity Other861 ----* ATI TITLE COMPANY, LLC (2734046) 859 DES MOINES IA Domestic Entity Other862 ----* ATI TITLE COMPANY OF ALABAMA, LLC (3094242) 859 MOBILE AL Domestic Entity OtherFILER:COMPANY DATA:COMPANY CONFORMED NAME: WFC HOLDINGS CORPCENTRAL INDEX KEY: 0000105598STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]IRS NUMBER: 132553920STATE OF INCORPORATION: DEFISCAL YEAR END: 1231FILING VALUES:FORM TYPE: 11-KSEC ACT: 1934 ActSEC FILE NUMBER: 001-06214
  2. 2. 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 Filing Prior to: Ownership? Limit Results Per Search Filter Type: (YYYYMMDD) Page Results: include exclude only 40 Entries Show All 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 9999999997-06- 1 AUTO-GENERATED PAPER DOCUMENT NO ACT 293 006766.paper Scanned paper document scanned.pdf 752770 9999999997-06- Complete submission text file 1842 006766.txt 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
  3. 3. WFC HOLDINGS CORP (0000105598)SIC: 6021 - National Commercial BanksState location: CA | State of Inc.: DE | Fiscal Year End: 1231formerly: WELLS FARGO & CO (until 1998-11-17) Business Address Mailing Address 420 MONTGOMERY ST 343 SANSOME ST 3RD FL SAN FRANCISCO CA 94163 WELLS FARGO BANK 8004114932 SAN FRANCISCO CA 94163Ownership 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 ownerBitterroot Asset Management, Inc. (0001427382)State location: NV Business Address Mailing Address 3800 HOWARD HUGHES PARKWAY 3800 HOWARD HUGHES PARKWAY SUITE 900 SUITE 900 LAS VEGAS NV 89169-0925 LAS VEGAS NV 89169-0925 702-791-6346Ownership 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 owner1. The securities are owned directly by Thirty-Eight Hundred InvestmentsLimited, 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 awholly owned subsidiary of Pelican Asset Management, Inc., which is a whollyowned subsidiary of Iris Asset Management, Inc., which is a wholly ownedsubsidiary of Wells Fargo Bank, National Association, which is a wholly ownedsubsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary ofWells Fargo & Company.Form 3 - Initial statement of beneficial ownership of securities
  4. 4. SEC Accession No. 0001181431-08-014035Filing Date2008-02-27Accepted2008-02-27 15:59:02Documents3Period of Report2007-12-28Filing Date Changed2008-02-27Document Format FilesSeq Description Document Type Size1 WELLS FARGO & COMPANY FORM 3 rrd196556.html 31 WELLS FARGO & COMPANY FORM 3 rrd196556.xml 3 99212 POWER OF ATTORNEY rrd175342_198594.htm EX-24. 43023 JOINT FILING AGREEMENT rrd175342_198595.htm EX-99.1 2682 0001181431-08- Complete submission text file 23543 014035.txtMailing Address WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO CA 94163Business Address 420 MONTGOMERY STREET SAN FRANCISCO CA 94163 6126671234WELLS FARGO & CO/MN (Reporting) CIK: 0000072971 (see all company filings)State of Incorp.: DE | Fiscal Year End: 1231Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646590SIC: 6021 National Commercial BanksAssistant Director 7Mailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932WFC HOLDINGS CORP (Reporting) CIK: 0000105598 (see all company filings)State of Incorp.: DE | Fiscal Year End: 1231Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646589SIC: 6021 National Commercial BanksAssistant Director 7Mailing Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104Business Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104 4152225300WELLS FARGO BANK N A (Reporting) CIK: 0000740906 (see all company filings)Fiscal Year End: 1231Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646588Mailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings)IRS No.: 000000000 | State of Incorp.: DEMailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346IntraWest Asset Management, Inc. (Reporting) CIK: 0001427380 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646583Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346Iris Asset Management, Inc. (Reporting) CIK: 0001427381 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646584Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346Bitterroot Asset Management, Inc. (Reporting) CIK: 0001427382 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646587Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
  5. 5. Violet Asset Management, Inc. (Reporting) CIK: 0001427383 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646586Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346Pelican Asset Management, Inc. (Reporting) CIK: 0001427384 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646585Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346Thirty-Eight Hundred Investments LTD (Reporting) CIK: 0001427454 (see all companyfilings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646582SEC Form 3FORM 3 UNITED STATES SECURITIES AND EXCHANGE OMB APPROVAL COMMISSION Washington, D.C. 20549 OMB 3235-0104 Number: INITIAL STATEMENT OF BENEFICIAL Expires: February 28, 2011 OWNERSHIP OF SECURITIES Estimated average burden Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility hours per 0.5 response: Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 19401. Name and Address of 2. Date of Event 3. Issuer Name and Ticker or Trading Symbol *Reporting Person Requiring Thirty Eight Hundred Fund LLC [ [NONE] ] StatementWELLS FARGO & CO/MN (Month/Day/Year) 4. Relationship of Reporting 5. If Amendment, Date of 12/28/2007 Person(s) to Issuer Original Filed (Check all applicable) (Month/Day/Year)(Last) (First) (Middle) 10% Director X 6. Individual or Joint/Group Owner Filing (Check Applicable420 MONTGOMERY Line)STREET Officer Other (give title (specify Form filed by One below) below) Reporting Person(Street) Form filed by More X than One ReportingSAN Person CA 94163FRANCISCO(City) (State) (Zip)
  6. 6. Table I - Non-Derivative Securities Beneficially Owned1. Title of Security (Instr. 4) 2. Amount of 3. 4. Nature of Indirect Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned (Instr. 4) Direct (D) or Indirect (I) (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 2. Date Exercisable and 3. Title and 4. 5. 6. NatureSecurity (Instr. 4) Expiration Date Amount of Conversion Ownership of Indirect (Month/Day/Year) Securities or Exercise Form: Beneficial Underlying Price of Direct (D) Ownership Derivative Derivative or Indirect (Instr. 5) Security (Instr. 4) Security (I) (Instr. 5) Amount or Number Date Expiration of Exercisable Date Title Shares *1. Name and Address of Reporting PersonWELLS FARGO & CO/MN(Last) (First) (Middle)420 MONTGOMERY STREET(Street)SAN CA 94163FRANCISCO(City) (State) (Zip)
  7. 7. *1. Name and Address of Reporting PersonWFC HOLDINGS CORP(Last) (First) (Middle)420 MONTGOMERY STREET(Street)SAN CA 94163FRANCISCO(City) (State) (Zip) *1. Name and Address of Reporting PersonWELLS FARGO BANK N A(Last) (First) (Middle)101 NORTH PHILLIPS STREET(Street)SIOUX SD 57104FALLS(City) (State) (Zip) *1. Name and Address of Reporting PersonBitterroot Asset Management, Inc.
  8. 8. (Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip) *1. Name and Address of Reporting PersonViolet Asset Management, Inc.(Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip) *1. Name and Address of Reporting PersonPelican Asset Management, Inc.
  9. 9. (Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip) *1. Name and Address of Reporting PersonIris Asset Management, Inc.(Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip) *1. Name and Address of Reporting PersonIntraWest Asset Management, Inc.
  10. 10. (Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip) *1. Name and Address of Reporting PersonThirty-Eight Hundred Investments LTD(Last) (First) (Middle)3800 HOWARD HUGHESPARKWAYSUITE 900(Street)LAS NV 89169-0925VEGAS(City) (State) (Zip)Explanation of Responses:1. The securities are owned directly by Thirty-Eight Hundred Investments Limited, which is a wholly owned subsidiary ofBitterroot Asset Management, Inc., which is a wholly owned subsidiary of IntraWest Asset Management, Inc., which is a whollyowned 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,
  11. 11. National Association, which is a wholly owned subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary ofWells Fargo & Company. /s/ John P. Schreiner, Attorney- 02/27/2008 in-Fact ** Signature of Date Reporting PersonReminder: 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 15U.S.C. 78ff(a).Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6for procedure.Persons who respond to the collection of information contained in this form are not required to respondunless the form displays a currently valid OMB Number.EX-24. 2 rrd175342_198594.htm POWER OF ATTORNEYExhibit 24POWER OF ATTORNEYKnow all by these present that the undersigned hereby constitutes and appoints each ofJohnSchreiner, David Kim, or David Glatz, signing singly, the undersigneds true andlawful attorney-in-factto:(1) execute for and on behalf of the undersigned, in the undersigneds capacity asadirect or indirect holder of 100% of the limited liability interests of The Thirty-Eight HundredFund, LLC (the "Company"), United States Securities and Exchange Commission ("SEC")Form3 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and therulesthereunder;(2) do and perform any and all acts for and on behalf of the undersigned which maybe necessary or desirable to complete and execute any such Form 3, complete andexecute anyamendment or amendments thereto, and timely file such form with the SEC and any stockexchange or similar authority; and(3) take any other action of any type whatsoever in connection with the foregoingwhich, in the opinion of such attorney-in-fact, may be of benefit to, in the bestinterest of, orlegally required by, the undersigned, it being understood that the documents executedby suchattorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shallbe in suchform and shall contain such terms and conditions as such attorney-in-fact may approvein suchattorney-in-facts discretion.The undersigned hereby grants to each such attorney-in-fact full power and authorityto do and
  12. 12. perform any and every act and thing whatsoever requisite, necessary, or proper to bedone in the exerciseof any of the rights and powers herein granted, as fully to all intents and purposesas the undersignedmight or could do if personally present, with full power of substitution orrevocation, hereby ratifying andconfirming all that such attorney-in-fact, or such attorney-in-facts substitute orsubstitutes, shall lawfullydo or cause to be done by virtue of this power of attorney and the rights and powersherein granted. Theundersigned acknowledges that the foregoing attorneys-in-fact, in serving in suchcapacity at the requestof the undersigned, are not assuming, nor is the Company assuming, any of theundersignedsresponsibilities 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 withrespect to theundersigneds holdings of securities issued by the Company, and any amendmentsthereto, has been filedunless earlier revoked by the undersigned in a signed writing delivered to theforegoing attorneys-in-fact.The Power of Attorney also confirms that the undersigned has authorized and designatedWellsFargo & Company, or its appointed attorney or agent, to execute and file on theundersigneds behalf SECForm 3 and any amendments thereto as a result of the undersigneds ownership ofsecurities in theCompany.***Signatures Follow***IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executedasof this 13 day of February, 2008./s/ Paul R. AckermanWFC Holdings CorporationBy: Paul R. AckermanIts: Executive Vice President and Treasurer/s/ Paul R. AckermanWells Fargo Bank, National AssociationBy: Paul R. AckermanIts: Executive Vice President and Treasurer/s/ Paul R. AckermanWells Fargo & CompanyBy: Paul R. AckermanIts: Executive Vice President and Treasurer/s/ Cindy L. WebbThirty-Eight Hundred Investments LimitedBy: Cindy L. WebbIts: Vice President/s/ Cindy L. WebbIntraWest Asset Management, Inc.By: Cindy L. Webb
  13. 13. Its: Vice President/s/ Cindy L. WebbIris Asset Management, Inc.By: Cindy L. WebbIts: Vice President/s/ Cindy L. WebbPelican Asset Management, Inc.By: Cindy L. WebbIts: Vice President/s/ Cindy L. WebbViolet Asset Management, Inc.By: Cindy L. WebbIts: Vice President/s/ Cindy L. WebbBitterroot Asset Management, Inc.By: Cindy L. WebbIts: Vice PresidentEX-99.1 3 rrd175342_198595.htm JOINT FILING AGREEMENTExhibit 99.1Form 3 Joint Filer InformationName: Thirty-Eight Hundred Investments Limited*Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: Bitteroot Asset Management, Inc.*Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: IntraWest Asset Management, Inc.*
  14. 14. Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: Violet Asset Management, Inc.*Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: Pelican Asset Management, Inc.*Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: Iris Asset Management, Inc.*Address: 3800 Howard Hughes ParkwaySuite 900Las Vegas, NV 89169Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: Wells Fargo Bank, National Association*Address: 101 North Phillips StreetSioux Falls, SD 57104Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Name: WFC Holdings Corporation*
  15. 15. Address: 420 Montgomery St.San Francisco, CA 94163Designated Filer: Wells Fargo & Co.Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / NoneDate of EventRequiring Statement: 12/28/2007Signature: *Wells Fargo & Company, as Designated Filer/s/ Paul R. AckermanBy: Paul R. AckermanTitle: Executive Vice President and TreasurerThirty Eight Hundred Fund LLC (0001422064)State location: NV | State of Inc.: DE Business Address Mailing Address 3800 HOWARD HUGHES PKWY 3800 HOWARD HUGHES PKWY SUITE 900 SUITE 900 LAS VEGAS NV 89169 LAS VEGAS NV 89169 702-791-6400Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.) TransactionOwner Filings Type of Owner DateBakke Trudance L.C. 0001476726 2009-07-07 officer: Principal Fin. Off. & Treas.Collier Simon D 0001426390 2008-02-14 officer: President and TreasurerGuarino Peter Roserio 0001355411 2008-02-14 officer: Chief Compliance OfficerHanson Gail A 0001426583 2008-02-14 directorHartmann Karl-Otto 0001426387 2008-02-14 directorShah Abhinav 0001427006 2008-02-14 directorWELLS CAPITAL MANAGEMENT 0001075869 2008-02-14 other: Investment AdviserINCBitterroot Asset Management, 0001427382 2007-12-28 10 percent ownerInc.IntraWest Asset Management, 0001427380 2007-12-28 10 percent ownerInc.Iris Asset Management, Inc. 0001427381 2007-12-28 10 percent ownerPelican Asset Management, Inc. 0001427384 2007-12-28 10 percent ownerThirty-Eight Hundred 0001427454 2007-12-28 10 percent ownerInvestments LTDViolet Asset Management, Inc. 0001427383 2007-12-28 10 percent ownerWahlberg Garth H director, officer: Senior V.P. and 0001426389 2007-12-28 Secretary
  16. 16. 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 director, officer: Chief Executive 0001426388 2007-12-28 OfficerWELLS CAPITAL MANAGEMENT INC (0001075869)State location: CA | State of Inc.: CA | Fiscal Year End: 1231 Business Address Mailing Address 420 MONTGOMERY ST 525 MARKET ST SAN FRANCISCO CA 94163 10TH FLOOR 4152225300 SAN FRANCISCO CA 94105Ownership 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 Adviser12/28/2007REPORTING-OWNER:OWNER DATA:COMPANY CONFORMED NAME: Wahlberg Garth HCENTRAL INDEX KEY: 0001426389Senior V.P. and Secretary No securities are beneficially owned /s/ Garth H. 02/20/2008 WahlbergDocument Format FilesSeq Description Document Type Size1 WAHLBERG FORM 3 rrd196246.html 31 WAHLBERG FORM 3 rrd196246.xml 3 1571 0001181431-08- Complete submission text file 3334 012187.txtMailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings)IRS No.: 000000000 | State of Incorp.: DEMailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169Business Address 702-791-6346Wahlberg Garth H (Reporting) CIK: 0001426389 (see all company filings)Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08631014Form N-8A - Notification of registration [Section 8(a)]SEC Accession No. 0000899140-07-002003Filing Date2007-12-28Accepted2007-12-28 15:40:11Documents1
  17. 17. Effectiveness Date2007-12-28Document Format FilesSeq Description Document Type Size1 t1434975.txt N-8A 6744 0000899140-07- Complete submission text file 8056 002003.txtMailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400Thirty Eight Hundred Fund LLC (Filer) CIK: 0001422064 (see all company filings)IRS No.: 000000000 | State of Incorp.: DEType: N-8A | Act: 40 | File No.: 811-22158 | Film No.: 071331909UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-8ANOTIFICATION OF REGISTRATIONFILED PURSUANT TO SECTION 8(a) OF THEINVESTMENT COMPANY ACT OF 1940The undersigned investment company hereby notifies the Securities andExchange Commission that it registers under and pursuant to the provisions ofSection 8(a) of the Investment Company Act of 1940 and in connection with suchnotification of registration submits the following information:________________________________Name: The Thirty-Eight Hundred Fund, LLCAddress of Principal Business Office (No. & Street, City, State, Zip Code):3800 Howard Hughes Parkway, Suite 900Las Vegas, Nevada 89169-0925Telephone Number (including area code): 702-791-6346Name and address of agent for service of process:Joseph R. YorkPresident and Chief Executive OfficerThe Thirty-Eight Hundred Fund, LLC3800 Howard Hughes Parkway, Suite 900Las Vegas, Nevada 89169-0925Copies to:Stacy H. Winick, Esq.Eric S. Purple, Esq.Bell, Boyd & Lloyd LLP1615 L Street, N.W., 1200Washington, DC 20036(202) 466-6300Check 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
  18. 18. N-8A: Yes [ ] No [X]<PAGE>Item 1. Exact Name of Registrant.The Thirty-Eight Hundred Fund, LLCItem 2. Name of state under laws of which registrant was organized or createdand the date of such organization and creation.Delaware, April 15, 2003Item 3. Form of organization of registrant (for example, corporation,partnership, trust, joint stock company, association, fund).Delaware limited liability companyItem 4. Classification of registrant (face-amount certificate company, unitinvestment trust, or management company).Management companyItem 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 companyItem 6. Name and address of each investment adviser of registrant.Wells Capital Management Inc.525 Market Street, 10th FloorSan Francisco, CA 94105(Upon signing and approval of the investment advisory agreement between WellsCapital 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 andSecretaryDirectors: Joseph R. York--------- Garth H. Wahlberg(Three additional director vacancies to be filled prior to the Funds filing ofits Form N-2.)Item 8. If registrant is an unincorporated investment company not having aboard of directors:
  19. 19. - 2 -<PAGE>(a) state the name and address of each sponsor of registrant;(b) state the name and address of each officer and director of eachsponsor of registrant;(c) state the name and address of each trustee and custodian ofregistrant.Not applicableItem 9. (a) State whether registrant is currently issuing and offering itssecurities directly to the public (yes or no).No(b) If registrant is currently issuing and offering its securities tothe public through an underwriter, state the name and address of suchunderwriter.Not applicable(c) If the answer to 9(a) is "no" and the answer to Item 9(b) is "notapplicable," state whether the registrant presently proposes to make a publicoffering of its securities (yes or no).No(d) State whether the registrant has any securities currently issuedand outstanding (yes or no).Yes(e) If the answer to Item 9(d) is "yes," state as of a date not toexceed ten days prior to the filing of this notification of registration thenumber of beneficial owners of registrants outstanding securities (other thanshort-term paper) and the name of any company owning 10 percent or more ofregistrants outstanding voting securities.The registrant currently has one beneficial owner, Thirty-EightHundred Investments Limited. All of the shares of the registrantare indirectly beneficially owned by Wells Fargo & Company.Item 10. State the current value of registrants total assets.$191,993,200.84Item 11. State whether registrant has applied or intends to apply for a licenseto operate as a small business investment company under the Small BusinessInvestment Act of 1958 (yes or no).NoItem 12. Attach as an exhibit a copy of the registrants last regular periodicreport to its security holders, if any.Not applicable
  20. 20. - 3 -<PAGE>SIGNATURESPursuant to the requirements of the Investment Company Act of 1940, theregistrant has caused this notification of registration to be duly signed on itsbehalf 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. YorkDirectorATTEST:By: /s/ Cindy L. Webb-----------------------Cindy L. WebbWitness
  21. 21. WELLS FARGO & CO/MN (0000072971)SIC: 6021 - National Commercial BanksState location: CA | State of Inc.: DE | Fiscal Year End: 1231formerly: NORWEST CORP (until 1998-10-21) Business Address Mailing Address 420 MONTGOMERY STREET WELLS FARGO & COMPANY SAN FRANCISCO CA 94163 420 MONTGOMERY STREET 6126671234 SAN FRANCISCO CA 94163Ownership 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 OwnerRACKSPACE HOSTING, INC. 0001107694 2009-12-04 10 percent ownerCUBIC ENERGY INC 0000319156 2009-08-18 10 percent ownerTropicana Las Vegas Hotel & Casino, Inc. 0001479046 2009-07-01 10 percent ownerThirty Eight Hundred Fund LLC 0001422064 2007-12-28 10 percent ownerQUEST RESOURCE CORP 0000775351 2005-04-06 10 percent ownerSCHMITT INDUSTRIES INC 0000922612 2004-06-23 10 percent ownerNVE CORP /NEW/ 0000724910 2003-10-28 10 percent ownerTropicana Las Vegas Hotel & Casino, Inc. (0001479046)SIC: 7011 - Hotels & MotelsState location: NV | State of Inc.: DE | Fiscal Year End: 1231 Business Address Mailing Address 3801 LAS VEGAS BLVD., SOUTH 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109 LAS VEGAS NV 89109 (702) 739-3530Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.) TransactionOwner Filings Type of Owner DateDuncanson Timothy A.R. 0001489818 2010-04-19 director, 10 percent ownerSCHWARTZ GERALD W 0001275599 2010-04-19 10 percent ownerTrilliant Gaming Nevada 0001489854 2010-04-19 10 percent ownerInc.YEMENIDJIAN ALEX director, 10 percent owner, officer: CEO 0001190286 2010-04-19 and PresidentFMR LLC 10 percent owner, other: Edward C. 0000315066 2010-04-16 Johnson 3dREDMOND JOHN 0001184913 2010-04-16 directorBeckett Joanne M 0001489386 2010-04-15 officer: VP and General CounselDEBELLO INVESTORS 0001282329 2010-04-15 10 percent ownerLLC
  22. 22. 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 0001488890 2010-04-14 10 percent owner Opportunities Ltd. FOOTHILL GROUP INC 0000037941 2009-07-01 10 percent ownerFOOTHILL GROUP INC (0000037941)SIC: 6153 - Short-Term Business Credit InstitutionsState location: CA | State of Inc.: DE | Fiscal Year End: 1231 Business Address 11111 SANTA MONICA BLVD SUITE 1500 LOS ANGELES CA 90025 3109967000Ownership 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 ownerFMR LLC (0000315066)State location: MA | State of Inc.: DE | Fiscal Year End: 1231formerly: FMR CORP (until 2007-09-13) Business Address Mailing Address 82 DEVONSHIRE ST 82 DEVONSHIRE STREET BOSTON MA 02109 BOSTON MA 02109 6175706339Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.) Transaction Issuer Filings Type of Owner Date Tropicana Las Vegas Hotel & 10 percent owner, other: Edward 0001479046 2010-04-16 Casino, Inc. C. Johnson 3d ASIAINFO HOLDINGS INC 10 percent owner, other: Edward 0001100969 2009-12-31 C. Johnson 3d ARCHIPELAGO HOLDINGS INC 0001107389 2005-05-02 10 percent ownerForm 3 - Initial statement of beneficial ownership of securitiesSEC Accession No. 0001209191-10-022362Filing Date2010-04-14Accepted2010-04-14 19:29:35Documents1Period of Report2010-04-14Filing Date Changed2010-04-14
  23. 23. Document Format FilesSeq Description Document Type Size1 FORM 3 SUBMISSION doc3.html 31 FORM 3 SUBMISSION doc3.xml 3 6056 0001209191-10- Complete submission text file 8105 022362.txtMailing Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109Business Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109 (702) 739-3530Tropicana Las Vegas Hotel & Casino, Inc. (Issuer) CIK: 0001479046 (see all companyfilings)IRS No.: 270455607 | State of Incorp.: DE | Fiscal Year End: 1231SIC: 7011 Hotels & MotelsAssistant Director 8Mailing Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 06901Business Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 069012035694000H/2 Special Opportunities Ltd. (Reporting) CIK: 0001488890 (see all company filings)State of Incorp.: E9 | Fiscal Year End: 1231Type: 3 | Act: 34 | File No.: 000-53894 | Film No.: 10750467<SEC-DOCUMENT>0001209191-10-022362.txt : 20100414<SEC-HEADER>0001209191-10-022362.hdr.sgml : 20100414<ACCEPTANCE-DATETIME>20100414192935ACCESSION NUMBER: 0001209191-10-022362CONFORMED SUBMISSION TYPE: 3PUBLIC DOCUMENT COUNT: 1CONFORMED PERIOD OF REPORT: 20100414FILED AS OF DATE: 20100414DATE AS OF CHANGE: 20100414ISSUER:COMPANY DATA:COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc.CENTRAL INDEX KEY: 0001479046STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]IRS NUMBER: 270455607STATE OF INCORPORATION: DEFISCAL YEAR END: 1231BUSINESS ADDRESS:STREET 1: 3801 LAS VEGAS BLVD., SOUTHCITY: LAS VEGASSTATE: NVZIP: 89109BUSINESS PHONE: (702) 739-3530MAIL ADDRESS:STREET 1: 3801 LAS VEGAS BLVD., SOUTHCITY: LAS VEGASSTATE: NVZIP: 89109REPORTING-OWNER:OWNER DATA:COMPANY CONFORMED NAME: H/2 Special Opportunities Ltd.CENTRAL INDEX KEY: 0001488890STATE OF INCORPORATION: E9FISCAL YEAR END: 1231
  24. 24. FILING VALUES:FORM TYPE: 3SEC ACT: 1934 ActSEC FILE NUMBER: 000-53894FILM NUMBER: 10750467BUSINESS ADDRESS:STREET 1: C/O H/2 CAPITAL PARTNERSSTREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOORCITY: STAMFORDSTATE: CTZIP: 06901BUSINESS PHONE: 2035694000MAIL ADDRESS:STREET 1: C/O H/2 CAPITAL PARTNERSSTREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOORCITY: STAMFORDSTATE: CTZIP: 06901</SEC-HEADER>
  25. 25. - 4 -</TEXT></DOCUMENT> 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 Assuming Full Conversion of Class A Common Class A Preferred Class A Preferred Shares Percent Shares Percent Shares Percent Trilliant Gaming Nevada Inc.(a) 2,916,221 64.4 %1,049,659 81.0 %7,114,857 73.3 % 421 Leader Street Marion, OH 43302 The Foothill Group, Inc.(b) 502,800 11.1 %130,757 10.1 %1,025,828 10.6 % Attn: Nikhil Aggarwal 2450 Colorado Avenue, Suite 3000 Santa Monica, CA 90404-3575 H/2 Special Opportunities Ltd.(c) 290,833 6.4 %89,566 6.9 %649,097 6.7 % c/o H/2 Capital Partners Attn: Peeter Muursepp 301 Tresser Boulevard, 6th Floor Stamford, CT 06901 Embassy & Co. 120,000 2.7 %— — 120,000 1.2 % 1555 N. Rivercenter Drive, Suite 302 Milwaukee, WI 53212-3958 Aozora Bank Ltd. 110,000 2.4 %— — 110,000 1.1 % Attn: Naoki Sawa 3-1 Kudan-Minami 1-Chrome Chiyoda-Ku 102-8660 Tokyo, Japan DeBello Investors LLC 50,000 1.1 %14,070 1.1 %106,280 1.1 % c/o Wexford Capital LLC Attn: Dante Domenichelli 411 W. Putnam Avenue Greenwich, CT 06830-6261 Community Bank of Nevada 100,000 2.2 %— — 100,000 1.0 % Attn: Lisa Gardner 8945 W. Russell Road, Suite 300 Las Vegas, NV 89148-1227 Pacific Investment Management 100,000 2.2 %— — 100,000 1.0 % Company LLC(d) Attn: Bank Loan Accounting 840 Newport Center Drive Newport Beach, CA 92660 Fidelity ADV Series I Fidelity 48,650 1.1 %— — 48,650 * Advisors Floating Rate High Income Fund c/o Fidelity Investments Attn: Bank Debt Custody 82 Devonshire Street 21D Boston, MA 02109-36054
  26. 26. Class A Common Assuming Full Conversion of Class A Common Class A Preferred Class A Preferred Shares Percent Shares Percent Shares PercentState Street Bank & Trust(e) 20,000 * 4,553 * 38,212 * PO Box 5756 Boston, MA 02206-5756Deutsche Bank(f) 37,761 * — — 37,761 * Attn: Nora Swithenbank, Shawn Powers, Vince Pham and Obaid Zubair 60 Wall Street New York, NY 10005-2858Newcastle CDO IX I Ltd. 30,000 * — — 30,000 * c/o LaSalle Global Trust Services Attn: Michael C. McLoughlin 1345 Avenue of the Americas, Floor 20 New York, NY 10105-2203MAC & Co. 10,000 * 2,813 * 21,252 * c/o Mellon Securities Trust Co. Receive Window C One Wall Street, Floor 3 New York, NY 10286-0001Harch CLO III Limited 20,000 * — — 20,000 * c/o Harch Capital Management LLC Attn: Shawn Powers 621 NW 53rd Street, Suite 620 Boca Raton, FL 33487-8246Pacific Select FN High YLD BND 20,000 * — — 20,000 * Attn: Candace Hendricks 700 Newport Center Drive Newport Beach, CA 92660-6307Atlantis Funding Ltd. 16,082 * — — 16,082 * c/o The Bank of New York Mellon Attn: Myrta Calvillo 601 Travis Street Houston, TX 77002-3001US Bank NA(g) 14,000 * — — 14,000 * Attn: Brenna Sears and Jessica Clark 1 Federal Street, 3rd Floor Boston, MA 02110-2003CSAM Funding I 10,069 * 846 * 13,453 * c/o The Bank of New York Mellon Attn: Myrta Calvillo 601 Travis Street Houston, TX 77002-3001Credit Suisse Candlewood Special 10,069 * 846 * 13,453 * Situations Master Fund Ltd. c/o CS Alternative Capital Inc. Attn: Peter Dowling 11 Madison Avenue New York, NY 10010-3643General Electric Pension Trust 13,000 * — — 13,000 * c/o GE Asset Management Incorporated Attn: Nancy Garofalo 3001 Summer Street, Suite 5 Stamford, CT 06905-4321
  27. 27. Endurance CLO I Ltd. 10,000 * — — 10,000 * c/o West Gate Horizons Advisors LLC Attn: Stacey Alexander 333 S. Grand Avenue, Suite 4100 Los Angeles, CA 90071-1571 Light Point CLO 2004-1 (NY) 10,000 * — — 10,000 * c/o LaSalle Global Trust Services Attn: Aaron Cumbers 540 W. Madison Street Chicago, IL 60661-25915
  28. 28. Class A Common Assuming Full Conversion of Class A Common Class A Preferred Class A Preferred Shares Percent Shares Percent Shares PercentOcean Trails CLO I 10,000 * — — 10,000 * c/o West Gate Horizons Advisors LLC Attn: Stacey Alexander 333 S. Grand Avenue, Suite 4100 Los Angeles, CA 90071-1571Ocean Trails CLO II 10,000 * — — 10,000 * c/o West Gate Horizons Advisors LLC Attn: Stacey Alexander 333 S. Grand Avenue, Suite 4100 Los Angeles, CA 90071-1571WG Horizons CLO I 10,000 * — — 10,000 * c/o West Gate Horizons Advisors LLC Attn: Stacey Alexander 333 S. Grand Avenue, Suite 4100 Los Angeles, CA 90071-1571Whitehorse V Ltd. 10,000 * — — 10,000 * c/o Ethan Underwood 200 Crescent Court, Suite 1414 Dallas, TX 75201-6960Wells Capital Management 2,500 * 1,773 * 9,592 * Attn: Jamie M. Bocci 525 Market Street 10th Floor San Francisco, CA 94105-2718Prospero CLO II BV 8,000 * — — 8,000 * c/o The Bank of New York Attn: Myrta Calvillo 601 Travis Street Houston, TX 77002-3001EMSEG & Co. 2,500 * 702 * 5,308 * c/o Wells Fargo & Bank MN NA PO Box 1450 WF 9919 Minneapolis, MN 55845Cumberland II CLO Ltd. 5,000 * — — 5,000 * c/o The Bank of New York Mellon 2 N. La Salle Street, Suite 1020 Chicago, IL 60602Lehman Commercials Paper Inc. 5,000 * — — 5,000 * Attn: Julia Chang 1271 Avenue of the Americas 35th Floor New York, NY 10020-1401Louisiana State Employees 5,000 * — — 5,000 * Retirement Fund c/o JPMorgan Asset Management Attn: Jennifer Ruppert 8401 United Plaza Boulevard Baton Rouge, LA 70809-7017
  29. 29. 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 9,6526
  30. 30. 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
  31. 31. (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 Persons—Stockholders’ Agreement—Board 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 company’s stockholders, including, with respect to Mr. Redmond, the Onex Stockholders.8
  32. 32. ELECTION OF DIRECTORSProposal No. 1Information 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 ofstockholders or until his or her respective successor has been elected and qualified or until his or her earlier resignation orremoval. Pursuant to the our Bylaws, the number of directors is fixed at five. Sergio Zyman, who was an independent directordesignated by the Onex Stockholders (as defined) pursuant to the Stockholders’ Agreement, resigned from the Board of Directorson March 12, 2010 and is not standing for re-election. Pursuant to the Stockholders’ Agreement, OCP I LP, Onex Corporationor any of their respective affiliates (collectively, the “Onex Stockholders”) currently has the right to designate three members tothe Board of Directors, including the position previously occupied by Mr. Zyman. The Onex Stockholders are engaged in asearch for a qualified individual to replace Mr. Zyman, and when such individual has been selected, he or she will be appointedto 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. Allof 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 NomineeTimothy A. R. Duncanson 42 Director and NomineeJudy K. Mencher 53 Director and NomineeJohn Redmond 51 Director and NomineeJoanne M. Beckett 49 Vice President, General Counsel and Corporate SecretaryJerry L. Fox 44 Vice President and Chief Financial OfficerThomas J. McCartney 57 President, Tropicana Las Vegas, Inc.EX-21.1 13 a2196341zex-21_1.htm EXHIBIT 21.1Exhibit 21.1SUBSIDIARIES OFTROPICANA LAS VEGASHOTEL AND CASINO, INC. JURISDICTION OF INCORPORATIONSUBSIDIARIES OF TROPICANA LAS VEGAS HOTEL AND CASINO, INC.:Tropicana Las Vegas Intermediate Holdings Inc. DelawareSUBSIDIARIES OF TROPICANA LAS VEGAS INTERMEDIATE HOLDINGS, INC.:Tropicana Las Vegas, Inc. NevadaUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM 10GENERAL FORM FOR REGISTRATION OF SECURITIESPursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
  33. 33. TROPICANA LAS VEGAS HOTEL AND CASINO, INC.(Exact name of registrant as specified in its charter) Delaware 27-0455607 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)3801 Las Vegas Boulevard SouthLas Vegas, Nevada 89109(Address of principal executive offices and zip code)(702) 739-2722(Registrants telephone number, including area code)with copies of correspondences to: Joanne M. Beckett Janet S. McCloud Vice President and General Counsel Glaser, Weil, Fink, Jacobs, Howard & Shapiro, LLP Tropicana Las Vegas Hotel and Casino, Inc. Nineteenth Floor 3801 Las Vegas Boulevard South 10250 Constellation Boulevard Las Vegas, Nevada 89109 Los Angeles, California 90067Securities to be registered pursuant to Section 12(b) of the Act:NoneSecurities 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 smallerreporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" inRule 12b-2 of the Exchange Act. (Check one):Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company  (Do not check if a smaller reporting company)
  34. 34. ACCESSION NUMBER: 0000891836-98-000377CONFORMED SUBMISSION TYPE: 8-KPUBLIC DOCUMENT COUNT: 3CONFORMED PERIOD OF REPORT: 19980607ITEM INFORMATION:ITEM INFORMATION:FILED AS OF DATE: 19980608SROS: NYSEFILER:COMPANY DATA:COMPANY CONFORMED NAME: WELLS FARGO & COCENTRAL INDEX KEY: 0000105598STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]IRS NUMBER: 132553920STATE OF INCORPORATION: DEFISCAL YEAR END: 1231FILING VALUES:FORM TYPE: 8-KSEC ACT:SEC FILE NUMBER: 001-06214FILM NUMBER: 98643613BUSINESS ADDRESS:STREET 1: 420 MONTGOMERY STCITY: SAN FRANCISCOSTATE: CAZIP: 94104BUSINESS PHONE: 8004114932MAIL ADDRESS:STREET 1: 343 SANSOME ST 3RD FLSTREET 2: WELLS FARGO BANKCITY: SAN FRANCISCOSTATE: CAZIP: 94163</SEC-HEADER><DOCUMENT><TYPE>8-K<SEQUENCE>1<DESCRIPTION>FORM 8-K, WELLS FARGO & COMPANY<TEXT>SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549------------------FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934------------------Date of Report (Date of earliest event reported) JUNE 7, 1998----------------------------WELLS FARGO & COMPANY- --------------------------------------------------------------------------------(Exact name of registrant as specified in its charter)DELAWARE 1-6214 13-2553920- -------------------------------------------------------------------------------(State of incorporation) (Commission File Number) (IRS Employer
  35. 35. Identification No.)420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163- -------------------------------------------------------------------------------(Address of principal executive offices)1-800-411-4932- -------------------------------------------------------------------------------(Registrants telephone number, including area code)NOT APPLICABLE- -------------------------------------------------------------------------------(Former name or former address, if changed since last report)<PAGE>ITEMS 1 - 4. Not Applicable.ITEM 5. OTHER EVENTS.Wells Fargo & Company, a Delaware corporation ("Wells Fargo"), andNorwest Corporation, a Delaware corporation ("Norwest"), have entered into anAgreement 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 intoNorwest (the "Merger"). The name of the combined company will be Wells Fargo &Company and its headquarters will be located in San Francisco, California. PaulHazen, Chairman and Chief Executive Officer of Wells Fargo, will be the Chairmanof the Board of Directors of the combined company. Richard M. Kovacevich,Chairman and Chief Executive Officer of Norwest, will be the President and ChiefExecutive Officer of the combined company. The board of directors of thecombined company will consist of an equal number of representatives from each ofWells Fargo and Norwest. The Merger is expected to be (1) accounted for underthe "pooling-of-interests" method of accounting and (2) a "reorganization" underthe Internal Revenue Code of 1986, as amended.At the effective time of the Merger, each share of common stock, parvalue $5.00 per share, of Wells Fargo ("Wells Fargo Common Stock"), outstandingimmediately prior to the effective time of the Merger will be converted into 10shares of common stock, par value $1-2/3 per share, of Norwest ("Norwest CommonStock"). Also, at the effective time of the Merger, each share of Wells FargoAdjustable Rate Cumulative Preferred Stock, Series B, without par value ("WellsFargo Series B Preferred"), outstanding immediately prior to the effective timeof the Merger will be converted into one share of Adjustable-Rate CumulativePreferred Stock of Norwest, Series B ("Norwest Series B Preferred") and eachshare of Wells Fargo 6.59% Adjustable Rate Noncumulative Preferred Stock, SeriesH, without par value ("Wells Fargo Series H Preferred"), outstanding immediatelyprior to the effective time of the Merger will be converted into one share of6.59% Adjustable Rate Noncumulative Preferred Stock of Norwest, Series H("Norwest Series H Preferred"). The terms of Norwest Series H Preferred andNorwest Series B Preferred will be substantially the same as the terms of WellsFargo 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 entitledto vote thereon of each of Norwest and Wells Fargo, (2) receipt of all requisitegovernmental approvals (including the approval of the Board of Governors of theFederal Reserve System), and (3) certain other customary conditions.As an inducement and condition to Norwests entering into the MergerAgreement, Wells Fargo, as issuer, and Norwest, as grantee, entered into a StockOption Agreement (the "Wells Fargo Option Agreement") wherein Wells Fargogranted to Norwest an option to purchase approximately 19.9% of the outstandingshares of Wells Fargo Common Stock on certain terms and conditions set forththerein. The option is exercisable only upon the-2-<PAGE>occurrence of certain events, including the acquisition by any person ofbeneficial ownership of 20% or more of the Wells Fargo Common Stock thenoutstanding, or agreement by Wells Fargo to engage in, or the recommendation ofWells Fargos Board of Directors that Wells Fargos stockholders approve, any of
  36. 36. the following types of business combinations: (1) a merger or consolidation, orany similar transaction, involving Wells Fargo or any significant subsidiary;(2) a purchase, lease or other acquisition of all or a substantial portion ofthe assets or deposits of Wells Fargo or any significant subsidiary or (3) apurchase of securities representing more than 20% of the voting power of theissuers. As an inducement and condition to Wells Fargos entering into theMerger Agreement, Norwest and Wells Fargo also entered into a substantiallyidentical stock option agreement (the "Norwest Option Agreement") pursuant towhich Norwest has granted to Wells Fargo an option to purchase up toapproximately 19.9% of the outstanding shares of Norwest Common Stock on certainterms and conditions set forth therein.A copy of the joint press release of June 8, 1998, regarding the Mergeris attached as Exhibit 99.1 hereto and is incorporated herein by reference. Theforegoing description of such press release is qualified in its entirety byreference to the full text of such press release.A copy of the presentation to investors, dated June 8, 1998, regardingthe Merger and given jointly by Norwest and Wells Fargo, is attached as Exhibit99.2 hereto and is incorporated by reference herein. The foregoing descriptionof such presentation is qualified in its entirety by reference to the full textof such presentation.The exhibits to this current report on Form 8-K contain forward lookingstatements with respect to the financial conditions, results of operations andbusinesses of each of Norwest and Wells Fargo and, assuming the consummation ofthe merger, a combined Norwest/Wells Fargo including statements relating to: (a)the cost savings and accretion to reported earnings that will be realized fromthe merger; (b) the impact on revenues of the merger, and (c) the restructuringcharges expected to be incurred in connection with the merger. These forwardlooking statements involve certain risks and uncertainties. Factors that maycause actual results to differ materially from those contemplated by suchforward looking statements include, among others, the following possibilities:(1) expected cost savings from the merger cannot be fully realized or realizedwithin this expected timeframe; (2) revenues following the merger are lower thanexpected; (3) competitive pressure among financial services companies increasessignificantly; (4) costs or difficulties related to the integration of thebusinesses of Norwest and Wells Fargo are greater than expected; (5) changes inthe interest rate environment reduce interest margins; (6) general economicconditions, either internationally or nationally or in the states in which thecombined company will be doing business, are less favorable than expected; or(7) legislation or regulatory requirements or changes adversely affect thebusinesses in which the combined company would be engaged.Such forward-looking statements speak only as of the date on which suchstatements were made, and Wells Fargo undertakes no obligation to update anyforward-looking-3-<PAGE>statement to reflect events or circumstances after the date on which any suchstatement 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 theMerger.-4-<PAGE>SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.WELLS FARGO & COMPANY
  37. 37. By /s/ Guy Rounsaville, Jr.---------------------------------------Name: Guy Rounsaville, Jr.Title: Executive Vice President andGeneral CounselDate: June 8, 1998-5-</TEXT></DOCUMENT><DOCUMENT><TYPE>EX-99.1<SEQUENCE>2<DESCRIPTION>JOINT PRESS RELEASE, DATED JUNE 8, 1998<TEXT>MEDIA INVESTORSLarry Haeg Kim Kellogg Robert S. Strickland Cindy KoehnNorwest Corporation Wells Fargo Norwest Corporation Wells Fargo612-667-7043 415-396-3606 612-667-7919 415-393-3099WELLS FARGO AND NORWEST TO MERGESan Francisco and Minneapolis, June 8, 1998 -- Wells Fargo & Company(NYSE: WFC) and Norwest Corporation (NYSE: NOB) said today they have signed adefinitive agreement for a merger of equals to create the Western Hemispheresmost extensive and diversified financial services network.The combined company will have $191 billion in assets, more than 90,000employees, more than 20 million customers, and 5,777 financial services storesin all 50 states, Canada, the Caribbean, Latin America and elsewhereinternationally.The transaction is valued at approximately $34 billion. Commonstockholders of Wells Fargo will receive 10 shares of common stock of Norwest inexchange for each share of Wells Fargo common stock. After the exchange, it isexpected that Wells Fargo stockholders will own approximately 52.5 percent ofthe combined companies and Norwest stockholders approximately 47.5 percent.Norwests dividend will remain the same.When the merger is completed, Paul Hazen, chairman and chief executiveofficer of Wells Fargo, will become chairman of the new organization. Richard M.Kovacevich, chairman and chief executive officer of Norwest, will becomepresident and<PAGE>chief operating officer of Norwest, and Rod Jacobs, president of Wells Fargo,will continue in their current positions until the merger is completed and willhead the transition team that will recommend the organizational structure of thenew company."We believe the partnership of these two companies offers terrificopportunities for customers, employees, and shareholders," said Hazen. "Thepossibilities and power of this combination offer a tremendously exciting visionfor our future.""This merger of equals will bring together two high performingcompanies with complementary businesses, products, technology, markets andcustomers," said Kovacevich. "It will be a leading franchise in the westernUnited States with all the resources necessary to meet all of our customersfinancial needs and serve them when, where and how they want to be served.""In addition to our nationwide presence in mortgage and our presenceacross the Americas in consumer finance," added Kovacevich, "our combinedbanking franchise will have a top four market share in 16 of our 21 bankingstates across the Midwest, Rocky Mountain and Western regions. Well have thelargest number of financial services stores in the nation. Wells Fargosleadership in alternative delivery is a perfect complement to Norwestsleadership in community banking.""By sharing successful best practices across our two companies," said
  38. 38. Hazen, "we can take advantage of the unique strengths of both organizations toserve our customers better and deliver even greater shareholder value. Thismerger will result in a-2-<PAGE>dynamic new organization that is geographically diverse and focused ondelivering long term benefits for our stockholders, customers, team members andcommunities."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-freereorganization for federal income tax purposes. The merger has been approved byboth companies boards, requires regulatory and stockholder approval, isexpected to break even on a GAAP (Generally Accepted Accounting Principles)basis and to add to cash earnings per share for stockholders of both companiesin 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 SanFrancisco. Minneapolis will be headquarters for the combined Midwest bankingbusiness."The question of where to locate the headquarters of the neworganization was perhaps the most difficult part of this process," saidKovacevich. "Since the new organization will have $54 billion in deposits inCalifornia and only $13 billion in deposits in Minnesota, it makes sense for thecorporate headquarters to be closest to the highest concentration of customersand thats California.""Of the more than 90,000 team members who will make up the neworganizations, only 2,130 headquarters staff in San Francisco and Minneapolis,or 2.3 percent of the 90,000, will be directly affected by this headquartersdecision."-3-<PAGE>"To manage this process, both companies have instituted an immediatehiring freeze," said Hazen. "Through natural turnover, growth, a good economy,and our commitment to retain and retrain as many affected team members aspossible, our goal is to offer as many opportunities as we can to headquartersteam members for comparable positions in the combined company either in the TwinCities area, San Francisco or elsewhere so they can continue their careers withthe company. Also, because technology today creates the advantage of virtualoffices, some corporate functions could remain in Minneapolis."Merger details include:o Wells Fargo has granted Norwest an option to purchase, undercertain circumstances, up to 19.9 percent of Wells Fargosoutstanding shares of common stock. In addition, Norwest hasgranted Wells Fargo an option to purchase, under certaincircumstances, up to 19.9 percent of Norwests outstandingshares of common stock.o The two companies estimate there will be approximately $950million in transition-related expenses and expect to achieveat least $650 million in cost savings by the third year ofoperation. 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,-4-
  39. 39. <PAGE>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 holdingcompanies,o rank 7th in assets among U.S. bank holding companies,o continue to be the nations leading commercial real estate leader,o be an industry leader in alternative banking strategy, asdeveloped by Wells Fargo,o be an industry leader in community banking strategy, as developedby Norwest Banks,o have the Americas premier consumer finance company, throughNorwest Financial,o have the largest bank-owned insurance agency.<TABLE><CAPTION>3/31/98 Norwest Wells Fargo Combined- ------------------------------------------------------------------------------------<S> <C> <C> <C>Assets (billions) $ 96.1 $ 94.8 $ 190.9Loans (billions) $ 44.2 $ 64.5 $ 108.7Income (billions -1997) $ 1,351 $ 1,155 $ 2,506Revenue (billions - 1997) $ 9.659 9.608 $ 19.267Deposits (billions) $ 57.8 $ 72.3 $ 130.1Customers (millions) 9.9 10 19.9Mortgage originations (billions) $ 60 -- $ 60Mortgage Servicing (billions) $ 211 -- $ 211Credit Card Loans (billions) $ 1.6 $ 4.4 $ 6.0Consumer Credit Card Accounts (millions) 1.6 3.2 4.8Stores 3,847 1,930 5,777</TABLE>-5-<PAGE><TABLE><CAPTION>3/31/98 Norwest Wells Fargo Combined- ------------------------------------------------------------------------------------<S> <C> <C> <C>ATMs 1,752 4,400 6,152Market Capitalization (billions) $ 30 $ 32 $ 62Common Shares Outstanding (millions) 757.6 85.3Net interest margin 5.77 6.01 5.89Employees 58,255 32,414 90,669Fortune 500 rank (1997) 157 160 65</TABLE>Wells Fargo operates one of the largest consumer banking businesses inthe U.S., serving more than 10 million households in 10 Western states.Norwest Corporation is a $96.1 billion financial solutions companyproviding banking, insurance, investments, mortgage and consumer finance through3,847 stores in all 50 states, Canada, the Caribbean, Latin America andelsewhere internationally.This news release contains forward-looking statements with respect to thefinancial conditions, results of operations and businesses of Wells Fargo andNorwest and, assuming the consummation of the merger, a combined WellsFargo/Norwest including statements relating to: (a) the cost savings and
  40. 40. accretion to reported earnings that will be realized from the merger; (b) theimpact on revenues of the merger, and (c) the restructuring charges expected tobe incurred in connection with the merger. These forward looking statementsinvolve certain risks and uncertainties. Factors that may cause actual resultsto differ materially from those contemplated by such forward looking statementsinclude, among others, the following possibilities: (1) expected cost savingsfrom the merger cannot be fully realized or realized within this expectedtimeframe; (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 ofNorwest and Wells Fargo are greater than expected; (5) changes in the interestrate environment reduce interest margins; (6) general economic conditions,either internationally or nationally or in the states in which the combinedcompany will be doing business, are less favorable than expected; or-6-<PAGE>(7) legislation or regulatory requirements or changes adversely affect thebusinesses in which the combined company would be engaged.# # #-7-</TEXT></DOCUMENT><DOCUMENT><TYPE>EX-99.2<SEQUENCE>3<DESCRIPTION>INVESTOR PRESENTATION MATERIALS, DATED 6/8/98<TEXT>Norwest Corporation + Wells Fargo Corporation"Creating ... The Premier Financial ServicesCompany in the Western Hemisphere"June 8, 1998Forward Looking StatementsThis presentation contains forward looking statements with respect to thefinancial conditions, results of operations and businesses of Norwest and WellsFargo and, assuming the consummation of the merger, a combined Norwest/WellsFargo including statements relating to: (a) the cost savings and accretion toreported earnings that will be realized from the merger; (b) the impact onrevenues of the merger, and (c) the restructuring charges expected to beincurred in connection with the merger. These forward looking statements involvecertain risks and uncertainties. Factors that may cause actual results to differmaterially from those contemplated by such forward looking statements include,among others, the following possibilities: (1) expected cost savings from themerger cannot be fully realized or realized within this expected timeframe; (2)revenues following the merger are lower than expected; (3) competitive pressureamong financial services companies increases significantly; (4) costs ordifficulties related to the integration of the businesses of Norwest and WellsFargo are greater than expected; (5) changes in the interest rate environmentreduce interest margins; (6) general economic conditions, either internationallyor nationally or in the states in which the combined company will be doingbusiness, are less favorable than expected; or (7) legislation or regulatoryrequirements or changes adversely affect the businesses in which the combinedcompany would be engaged.<PAGE>The New Companyo Name Wells Fargoo HeadquartersCorporate San Francisco

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