Wells Fargo 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 25, 2007
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 1-866-249-3302
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
The following exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File Nos. 333-135006 and 333-133006-04) filed by Wells Fargo & Company and Wells Fargo Capital XI with the Securities and Exchange Commission. On May 25, 2007, Wells Fargo Capital XI issued its 6.25% Enhanced Trust Preferred Securities (Enhanced TRUPS®) (the Trust Issuance) and used the proceeds from such issuance, together with the proceeds of the issuance of its 6.25% Common Securities, to purchase 6.25% Junior Subordinated Deferrable Interest Debentures due 2067, from Wells Fargo & Company (the Company Issuance). The purpose of this Current Report is to file with the Securities and Exchange Commission (i) the Underwriting Agreement, the Second Supplemental Indenture, the Amended and Restated Declaration of Trust and Trust Agreement, the form of 6.25% Enhanced Trust Preferred Security (Enhanced TRUPS®) and the Guarantee Agreement relating to the Trust Issuance, (ii) the form of 6.25% Junior Subordinated Deferrable Interest Debenture due 2067 relating to the Company Issuance, (iii) the Replacement Capital Covenant relating to the Trust Issuance and the Company Issuance, (iv) the opinion of Mary E. Schaffner, Esq. relating to the Company Issuance, (v) the opinion of Richards, Layton & Finger relating to the Trust Issuance and (vi) the opinion of Sullivan & Cromwell LLP, Wells Fargo & Companys special tax counsel, relating to certain tax matters.
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, May 25, 2007.
Index to Exhibits