BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System...

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

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000037941&owner=include

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&SIC=6153&owner=include

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&State=CA&owner=include

http://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0000037941&sortid=ownership-data-ASC

http://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0000037941&sortid=filings-ASC

http://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0000037941&sortid=period-of-report-ASC

http://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0000037941&sortid=type-of-owner-ASC

http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001479046

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001479046

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000105598&owner=include&count=40

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&SIC=6021&owner=include&count=40

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&State=CA&owner=include&count=40

http://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0000105598

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


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

http://www.sec.gov/Archives/edgar/data/105598/999999999706006766/9999999997-06-006766.paper

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http://www.sec.gov/cgi-bin/browse-edgar?CIK=0000105598&action=getcompany

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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



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




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











http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&State=NV&owner=include







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



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


0001181431-08-014035.txt

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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


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


Iris Asset Management, Inc. (Reporting) CIK: 0001427381 (see all company filings)



Bitterroot Asset Management, Inc. (Reporting) CIK: 0001427382 (see all company filings)



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Violet Asset Management, Inc. (Reporting) CIK: 0001427383 (see all company filings)



Pelican Asset Management, Inc. (Reporting) CIK: 0001427384 (see all company filings)



Thirty-Eight Hundred Investments LTD (Reporting) CIK: 0001427454 (see all company filings)


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


420 MONTGOMERY STREET

(Street)

SAN

FRANCISCO CA 94163




WFC HOLDINGS CORP



(Street)

SAN

FRANCISCO CA 94163



WELLS FARGO BANK N A


101 NORTH PHILLIPS STREET

(Street)

SIOUX

FALLS SD 57104



Bitterroot Asset Management, Inc.





3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925



Violet Asset Management, Inc.


3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925



Pelican Asset Management, Inc.




3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925



Iris Asset Management, Inc.


3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925



IntraWest Asset Management, Inc.




3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925



Thirty-Eight Hundred Investments LTD


3800 HOWARD HUGHES

PARKWAY

SUITE 900

(Street)

LAS

VEGAS NV 89169-0925


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


Wells Fargo Bank, National Association




Wells Fargo & Company



/s/ Cindy L. Webb

Thirty-Eight Hundred Investments Limited

By: Cindy L. Webb

Its: Vice President

/s/ Cindy L. Webb


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


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.*


Suite 900

Las Vegas, NV 89169



Date of Event


Name: IntraWest Asset Management, Inc.*


Suite 900

Las Vegas, NV 89169



Date of Event


Name: Violet Asset Management, Inc.*


Suite 900

Las Vegas, NV 89169



Date of Event


Name: Pelican Asset Management, Inc.*


Suite 900

Las Vegas, NV 89169



Date of Event


Name: Iris Asset Management, Inc.*


Suite 900

Las Vegas, NV 89169



Date of Event


Name: Wells Fargo Bank, National Association*

Address: 101 North Phillips Street

Sioux Falls, SD 57104



Date of Event


Name: WFC Holdings Corporation*

Address: 420 Montgomery St.

San Francisco, CA 94163



Date of Event


Signature: *Wells Fargo & Company, as Designated Filer



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


0001427382 2007-12-28 10 percent owner


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



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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




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



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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)


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

















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Effectiveness Date 2007-12-28



1

t1434975.txt N-8A 6744


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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

http://www.sec.gov/Archives/edgar/data/1422064/000089914007002003/t1434975.txt





N-8A: Yes [ ] No [X]

<PAGE>

Item 1. Exact Name of Registrant.


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 -

<PAGE>

(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 -

<PAGE>

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.


[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



6126671234

Mailing Address

WELLS FARGO & COMPANY





RACKSPACE HOSTING, INC. 0001107694 2009-12-04 10 percent owner

CUBIC ENERGY INC 0000319156 2009-08-18 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

























http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001479046&sortid=ownership-data-ASC

http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001479046&sortid=filings-ASC



http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001479046&sortid=type-of-owner-ASC



















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




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


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
























http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&State=MA&owner=include















1 FORM 3 SUBMISSION doc3.html 3

1 FORM 3 SUBMISSION doc3.xml 3 6056


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

<SEC-DOCUMENT>0001209191-10-022362.txt : 20100414

<SEC-HEADER>0001209191-10-022362.hdr.sgml : 20100414

<ACCEPTANCE-DATETIME>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.


STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]




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.


STATE OF INCORPORATION: E9


http://www.sec.gov/Archives/edgar/data/1479046/000120919110022362/xslF345X02/doc3.xml

http://www.sec.gov/Archives/edgar/data/1479046/000120919110022362/doc3.xml










FILING VALUES:

FORM TYPE: 3

SEC ACT: 1934 Act



BUSINESS ADDRESS:

STREET 1: C/O H/2 CAPITAL PARTNERS

STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR

CITY: STAMFORD

STATE: CT

ZIP: 06901


MAIL ADDRESS:

STREET 1: C/O H/2 CAPITAL PARTNERS

STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR

CITY: STAMFORD

STATE: CT

ZIP: 06901

</SEC-HEADER>

- 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

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


601 Travis Street


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


Advisors LLC


333 S. Grand Avenue,

Suite 4100


10,000 * — — 10,000 *

Ocean Trails CLO II


Advisors LLC



Suite 4100


10,000 * — — 10,000 *

WG Horizons CLO I


Advisors LLC



Suite 4100


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


601 Travis Street


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 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

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

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

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


STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]




FILING VALUES:

FORM TYPE: 8-K

SEC ACT:



BUSINESS ADDRESS:

STREET 1: 420 MONTGOMERY ST

CITY: SAN FRANCISCO

STATE: CA

ZIP: 94104


MAIL ADDRESS:

STREET 1: 343 SANSOME ST 3RD FL

STREET 2: WELLS FARGO BANK

CITY: SAN FRANCISCO

STATE: CA

ZIP: 94163

</SEC-HEADER>

<DOCUMENT>

<TYPE>8-K

<SEQUENCE>1

<DESCRIPTION>FORM 8-K, WELLS FARGO & COMPANY

<TEXT>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

------------------

Date of Report (Date of earliest event reported) JUNE 7, 1998

----------------------------


- --------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

DELAWARE 1-6214 13-2553920

- -------------------------------------------------------------------------------

(State of incorporation) (Commission File Number) (IRS Employer

Identification No.)

420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163

- -------------------------------------------------------------------------------

(Address of principal executive offices)

1-800-411-4932

- -------------------------------------------------------------------------------

(Registrant's 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"), 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

-2-

<PAGE>

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

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

-3-

<PAGE>

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.

-4-

<PAGE>

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.


By /s/ Guy Rounsaville, Jr.

---------------------------------------

Name: Guy Rounsaville, Jr.

Title: Executive Vice President and

General Counsel

Date: June 8, 1998

-5-

</TEXT>

</DOCUMENT>

<DOCUMENT>

<TYPE>EX-99.1

<SEQUENCE>2

<DESCRIPTION>JOINT PRESS RELEASE, DATED JUNE 8, 1998

<TEXT>

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

<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 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

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

-2-

<PAGE>

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."

-3-

<PAGE>

"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,

-4-

<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 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.

<TABLE>

<CAPTION>

3/31/98 Norwest Wells Fargo Combined

- ------------------------------------------------------------------------------------

<S> <C> <C> <C>

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

</TABLE>

-5-

<PAGE>

<TABLE>

<CAPTION>

3/31/98 Norwest Wells Fargo Combined

- ------------------------------------------------------------------------------------

<S> <C> <C> <C>

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

</TABLE>

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

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

-6-

<PAGE>

(7) legislation or regulatory requirements or changes adversely affect the

businesses 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 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.

<PAGE>

The New Company

o Name Wells Fargo

o Headquarters

Corporate San Francisco

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

<PAGE>

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"

<PAGE>

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

<PAGE>

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

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

- --------------------------------------------------------------------------------

o Western o Midwest, Rocky Mountains, Southwest

- --------------------------------------------------------------------------------

o Larger, higher density markets o Smaller, lower density markets

- --------------------------------------------------------------------------------

o Optimized branch/in-store o High performance, community bank

configuration "store-based" distribution

- --------------------------------------------------------------------------------

o Leadership in alternative o Superior sales culture and customer

delivery systems customer service focused on

cross-sell

- --------------------------------------------------------------------------------

<PAGE>

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]

<PAGE>

Premier Banking Franchise in the West and Midwest

<TABLE>

<CAPTION>

Pro Forma Combined Pro Forma Combined

- -------------------------------------------------------------------------------------------------------

State Rank in Deposits Market Rank in Deposits Market

State share(%) State Share(%)

- -------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>

California #3 $54.2 14 South #1 $2.1 20

Dakota

- -------------------------------------------------------------------------------------------------------

Texas 4 13.8 7 Wisconsin 5 1.9 3

- -------------------------------------------------------------------------------------------------------

Minnesota 2 12.6 22 Nebraska 3 1.9 7

- -------------------------------------------------------------------------------------------------------

Arizona 3 8.2 23 Indiana 6 1.7 3

- -------------------------------------------------------------------------------------------------------

Colorado 1 7.6 19 Montana 1 1.3 16

- -------------------------------------------------------------------------------------------------------

Nevada 1 5.0 32 North 2 1.1 12

Dakota

- -------------------------------------------------------------------------------------------------------

Iowa 1 4.1 10 Utah 8 0.5 3

- -------------------------------------------------------------------------------------------------------

Oregon 2 3.0 11 Idaho 4 0.5 5

- -------------------------------------------------------------------------------------------------------

New Mexico 2 2.4 18 Wyoming 4 0.4 7

- -------------------------------------------------------------------------------------------------------

Washington 5 2.2 4 Illinois 69 0.4 --

- -------------------------------------------------------------------------------------------------------

Ohio 193 0.1 --

- -------------------------------------------------------------------------------------------------------

<FN>

($ in billions)

Note: Share and rankings based on June 30, 1997 commercial banking and thrift

deposits adjusted for subsequent acquisitions and divestitures.

Source: SNL Securities.

</FN>

</TABLE>

Presence in Growth Markets

o Combined franchise in 9 of 10 fastest growing states

o Benefits from projected demographic trends

o Accelerating population growth in California

o 25% of projected U.S. population growth

o Sustained growth in Texas, Mountain, and Western States

o A further 25% of projected U.S. population growth

o Leveraging of national mortgage banking and consumer finance presence

<PAGE>

Strong Presence in Attractive Markets

Total

Deposits Pro Forma

- --------------------------------------------------------------------------------

Top 15 MSA Markets for Norwest/Wells Fargo ($bn) Share Rank

- --------------------------------------------------------------------------------

1 San Francisco $19 43% #1

- --------------------------------------------------------------------------------

2 Los Angeles-Long Beach 9 12 2

- --------------------------------------------------------------------------------

3 Minneapolis-St. Paul 9 26 2

- --------------------------------------------------------------------------------

4 Phoenix-Mesa 6 24 3

- --------------------------------------------------------------------------------

5 Denver 5 27 1

- --------------------------------------------------------------------------------

6 Oakland 4 18 2

- --------------------------------------------------------------------------------

7 Houston 4 11 3

- --------------------------------------------------------------------------------

8 Orange County 4 20 2

- --------------------------------------------------------------------------------

9 San Jose 4 20 2

- --------------------------------------------------------------------------------

10 San Diego 3 21 2

- --------------------------------------------------------------------------------

11 Sacramento 2 26 2

- --------------------------------------------------------------------------------

12 Las Vegas 2 16 2

- --------------------------------------------------------------------------------

13 Portland-Vancouver 2 13 3

- --------------------------------------------------------------------------------

14 Riverside-San Bernardino 2 17 2

- --------------------------------------------------------------------------------

15 Des Moines 2 30 1

- --------------------------------------------------------------------------------

Note: Share and rankings are based on June 30, 1997 commercial banking deposits

adjusted for subsequent acquisitions and divestitures.


<PAGE>

Leading Retail Banking Market Share

MSA Market Deposits Percent of

Share Rank # of MSAs ($ bn) Total Deposits Cumulative

- --------------------------------------------------------------------------------

1 19 $34 27% 27%

- --------------------------------------------------------------------------------

2 33 49 39 66

- --------------------------------------------------------------------------------

3 24 21 17 83

- --------------------------------------------------------------------------------

Other 31 6 5 88

Non-MSA 15 12 100

-- --

- --------------------------------------------------------------------------------

Total $125 100%

The combined entity will rank among the top three in market share in 76 MSAs

comprising 85% of its deposit base.

Note: Share and rankings are based on June 30, 1997 commercial bank deposits

adjusted for subsequent acquisitions and divestitures.


<PAGE>

Leadership in Retail Distribution

o #1 in total stores (5,400)

o #3 Bank network (2,800 stores)

o #1 Retail mortgage network (741 stores)

o Largest mortgage banking originator (1 out of 15 mortgages)

o Largest mortgage banking servicer (2,000,000 customers)

o #1 Premier, U.S. Consumer finance company (1,425 stores)

o #3 ATM network in U.S. (6,500 ATMs)

o #1 Internet bank for consumers (460,000 customers)

o #1 Supermarket bank (900 stores)

o Leader in telephone banking functionality

o Leading NAFTA bank

o #1 Mexican border

o #1 Canadian border

Broad Product Capability

Consumer/Small Business

Wells Fargo Norwest

- --------------------------------------------------------------------------------

Auto Leasing Auto Lending

Credit Cards Credit Cards

Mutual Funds Consumer Finance

Private Banking Mortgage Banking

Small Business Lending Mutual Funds

Trust Private Banking

Brokerage Small Business Lending

Student Lending

Insurance

Trust

Brokerage

- --------------------------------------------------------------------------------

Market Leadership Positions Spanning Entire Spectrum of Consumer and Wholesale

Products.

<PAGE>

Broad Product Capability

Wholesale/Corporate

Wells Fargo Norwest

- --------------------------------------------------------------------------------

Leasing Leasing

Agricultural Lending Agricultural Lending

Capital Markets Asset-Based Lending

Commercial Real Estate Capital Markets

Corporate Lending Commercial Real Estate

Merchant Processing Corporate Lending

Private Equity/Venture Capital Corporate Trust

Merchant Processing

Private Equity/Venture Capital

- --------------------------------------------------------------------------------

Business Line Leadership

Lending U.S. Rank*

------- ----------

Commercial Real Estate #1

Agricultural #1

Small Business Loans #2

Middle Market Loans #4

* Norwest/Wells Fargo combined

<PAGE>

Business Line Leadership

($ in Billions)

Wells

Norwest Fargo Combined Rank

- --------------------------------------------------------------------------------

Mortgage Banking

- --------------------------------------------------------------------------------

Servicing $211 -- $211 #1

- --------------------------------------------------------------------------------

Origination $55 -- $55 #1

- --------------------------------------------------------------------------------

ACH Volume $240 $67 $307 #2

- --------------------------------------------------------------------------------

Mutual Funds $21 $28 $50 #4

- --------------------------------------------------------------------------------

Merchant Processing Volume $4 $16 $20 #8

- --------------------------------------------------------------------------------

Credit Card Outstanding $2 $5 $7 #8

- --------------------------------------------------------------------------------

Significant Customer Base

Norwest Wells Fargo Combined

- --------------------------------------------------------------------------------

Retail Banking 3mm 6.1mm 9.1mm households

- --------------------------------------------------------------------------------

Mortgage 2.1mm -- 2.1mm customers

- --------------------------------------------------------------------------------

Consumer Finance 3.2mm -- 3.2mm customers

- --------------------------------------------------------------------------------

Small Business 284k 1.0mm 1.3mm customers

- --------------------------------------------------------------------------------

Middle Market 10k 13k 23k customers

- --------------------------------------------------------------------------------

Large Corporate 1.2k 1.5k 2.7k customers

- --------------------------------------------------------------------------------

<PAGE>

Complementary Expertise: Efficiency

o Wells Fargo's 1998 First Quarter cash efficiency ratio was 52%

o Further opportunities to bring Norwest's expense efficiency closer to

Wells Fargo's average (not included in expense assumptions)

o Norwest's target: efficiency ratio in mid-50's

o Expect to achieve without compromising focus on revenue growth

Complementary Expertise: Revenue Growth

o Norwest's average annual revenue growth of 16% over last 10 years

o Focused on cross-sell to grow revenue per customer

o Substantial opportunities to bring Wells Fargo's cross-sell to Norwest's

average (not included in revenue assumptions)

o Wells Fargo's revenue growth for 1998 and beyond projected 6% annually

o Exceeds Wall Street projections

<PAGE>

Low Execution Risk

o Negotiated Merger of Equals

o Realistic Expense Savings Projections

o No revenue enhancements included in model

o Focus on "People As Our Competitive Advantage"

o "Retain & Retrain"

o Deliberate Integration Plan: "Will Take the Time to Do It Right"

o Year-2000 Conversions on Schedule

People as a Competitive Advantage

o Maximize return on team member capital

o "Retain & Retrain" approach

o Maintain alignment between interests of shareholders and teammates

o Enhance ability to outperform the competition

o Facilitate alternative job placement in combined businesses and

locations

o Maximize return on shareholder capital

o Synergies over three years -- build sustainable long term value, with

appropriate considerations for Year-2000

o Retain talented teammates

<PAGE>

Common Disciplines

o Consistent shareholder-value focus

o Strong credit culture

o Disciplined approach to acquisitions

Pro Forma Financial Review

<PAGE>

Pro Forma Financial Results

($ in millions) 1999E 2000E 2001E

- --------------------------------------------------------------------------------

Norwest Net Income to Common* $1,748 $1,967 $2,210

Wells Fargo Net Income to

Common** 1,632 1,913 2,130

--------------------------------------------

Subtotal $3,380 $3,880 $4,340

After-Tax Synergies 202 288 403

Transaction Adjustments*** 176 215 369

--------------------------------------------

Pro Forma GAAP Net Income $3,758 $4,363 $5,112

Intangibles Amortization 560 550 540

--------------------------------------------

Pro Forma Cash Net Income $4,318 $4,913 $5,652

* Based on analyst estimates and long term growth rates.

** Based on Wells Fargo Management Plan.

*** Includes on-going impact of divestitures, reinvestment of excess capital

and other adjustments.

Pro Forma Financial Results

1999E 2000E 2001E

Pro Forma Norwest

- -----------------

Cash EPS $2.56 $2.91 $3.35

% Accretion 7.6% 9.4% 12.8%

GAAP EPS $2.23 $2.59 $3.03

% Accretion -- 3.2% 7.4%

Pro Forma per Original Wells Fargo Share

- ----------------------------------------

Cash EPS $26.60 $29.10 $33.50

% Accretion 13.6% 15.8% 20.1%

GAAP EPS $22.30 $25.90 $30.30

% Accretion 29.2% 30.9% 34.8%

Note: Estimates exclude one-time merger related costs.

<PAGE>

Wells Fargo Comparison of Wall

Street and Management Forecasts

Long-

Term

Annual

Growth

1998E 1999E 2000E 2001E Rate

----- ----- ----- ----- ------

Cash EPS*

- ---------

Management $21.25 $25.16 $29.43 $33.17 16.0%

Analyst

Estimates $20.25 $22.56 $25.14 $27.90 11.3%

GAAP EPS*

- ---------

Management $16.00 $19.86 $24.07 $27.74 20.1%

Analyst $15.01 $17.26 $19.78 $22.47 14.4%

Estimates

* Diluted EPS

Wells Fargo Management Forecast

($ in millions)

1999E 2000E 2001E

----- ----- -----

Net income (Analyst Estimates) $1,418 $1,572 $1,725

Increased Revenue 74 121 185

Lower Provision/Credit Losses 50 60 60

First Interstate/Other Expense Saves 60 120 120

Year 2000 Expense Run-Off 30 40 40

-------------------------------

Net Income (Management Forecast) $1,632 $1,913 $2,130

-------------------------------

<PAGE>

Expense Savings

% of

Amount Combined

Source of Savings ($mm) Expenses* Comments

- --------------------------------------------------------------------------------

Systems $200 2.4% o Conversion to one

system platform

Operations 120 1.4 o Consolidation of

operations

Branch Consolidations 175 2.1 o Based on states

with market place

overlap

General Administration 155 1.8 o Elimination of

--- --- duplicate overhead

functions

Total Cost Saves $650 7.7%

* Expenses excluding intangible amortization.

<PAGE>

Expense Savings Projected in

Recent Major Bank Transactions

- --------------------------------------------------------------------------------

($ in Millions) Cost Saves as

a % of Smaller Pre-Tax

Non-Interest Non-Interest

Merger Partners Expense Base Expense Savings

- --------------- -------------- ---------------

Norwest/Wells Fargo 15% $ 650

Corestates/First Union 46% $ 723

First Interstate/Wells Fargo 37 800

Chase/Chemical 41 1,800

BankAmerica/NationsBank 27% $2,000

First Chicago NBD/Banc One 28 930

First America/National City 31 243

US Bancorp/First Banks 30 340

- --------------------------------------------------------------------------------

<PAGE>

Opportunities Not Included in Financial Model

Annual Pre-Tax

Income Potential

($mm)

------------------

o Increase Wells Fargo's current products per $700

household to Norwest average

o Improve Norwest banking efficiency ratio to 400

level of Wells Fargo

o Other cross-business integration revenue 150

opportunities

Merger Costs

Employee Related Expenses $295

Systems/Operations/Customers Conversions 350

Branch Consolidations/Name Change/Signage 185

Investment Bankers/Legal Fees/Travel/Other 120

----

Total, Pre-Tax $950

($ in millions)

<PAGE>

Financial Benefits

o First year accretion*

o Immediate on cash basis

o Break-even for GAAP

o $650 mm expense savings over three years

o Significant capital generation

o Improved productivity

o Strong balance sheet

* Excluding non-recurring transition expenses

Conclusion

o Merger of two great companies continuing to build shareholder value

o Highly complementary business mix and skills

o Good deal for both shareholder groups; immediate cash EPS accretion*

o Focus on building long term value

o Conservative financial management and accounting will continue in the

future

o Will take advantage of what each is good at to identify best practices

and use throughout the combined company

* Before one-time transaction costs

</TEXT>

</DOCUMENT>

</SEC-DOCUMENT>

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