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Wells Fargo 8-K 2007
Form 8-K

UNITED STATES

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): May 25, 2007

 


WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-2979   No. 41-0449260

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94163

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 9.01: Financial Statements and Exhibits

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 & Company’s special tax counsel, relating to certain tax matters.

(d) Exhibits

 

  1.1    Underwriting Agreement dated May 16, 2007, among Wells Fargo Capital XI, Wells Fargo & Company and the Representative named therein.
  4.1    Second Supplemental Indenture dated as of May 25, 2007 to Indenture dated as of August 1, 2005 between Wells Fargo & Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association).
  4.2    Form of 6.25% Junior Subordinated Deferrable Interest Debenture due 2067 (included in Exhibit 4.1).
  4.3    Amended and Restated Declaration of Trust and Trust Agreement dated as of May 25, 2007, among Wells Fargo & Company, The Bank of New York Trust Company, N.A., Wilmington Trust Company, the Administrative Trustees named therein, and the Holders named therein.
  4.4    Form of 6.25% Enhanced Trust Preferred Security (Enhanced TRUPS®) (included in Exhibit 4.3).

 

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  4.5    Guarantee Agreement dated as of May 25, 2007, between Wells Fargo & Company and The Bank of New York Trust Company, N.A.
  5.1    Opinion of Mary E. Schaffner, Esq. dated May 25, 2007.
  5.2    Opinion of Richards, Layton & Finger, P.A. dated May 25, 2007.
  8.1    Opinion of Sullivan & Cromwell LLP dated May 25, 2007.
99.1    Replacement Capital Covenant dated as of May 25, 2007 executed by Wells Fargo & Company.

 

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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, May 25, 2007.

 

WELLS FARGO & COMPANY
By  

/s/ Richard D. Levy

  Richard D. Levy
  Executive Vice President and Controller

 

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Index to Exhibits

 

Exhibit No.   

Description

   Method of Filing
  1.1    Underwriting Agreement dated May 16, 2007, among Wells Fargo Capital XI, Wells Fargo & Company and the Representative named therein.    Electronic
Transmission
  4.1    Second Supplemental Indenture dated as of May 25, 2007 to Indenture dated as of August 1, 2005 between Wells Fargo & Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association).    Electronic
Transmission
  4.2    Form of 6.25% Junior Subordinated Deferrable Interest Debenture due 2067 (included in Exhibit 4.1).   
  4.3    Amended and Restated Declaration of Trust and Trust Agreement dated as of May 25, 2007, among Wells Fargo & Company, The Bank of New York Trust Company, N.A., Wilmington Trust Company, the Administrative Trustees named therein, and the Holders named therein.    Electronic
Transmission
  4.4    Form of 6.25% Enhanced Trust Preferred Security (Enhanced TRUPS®) (included in Exhibit 4.3).   
  4.5    Guarantee Agreement dated as of May 25, 2007, between Wells Fargo & Company and The Bank of New York Trust Company, N.A.    Electronic
Transmission
  5.1    Opinion of Mary E. Schaffner, Esq. dated May 25, 2007.    Electronic
Transmission
  5.2    Opinion of Richards Layton & Finger, P.A. dated May 25, 2007.    Electronic
Transmission
  8.1    Opinion of Sullivan & Cromwell LLP dated May 25, 2007.    Electronic
Transmission
99.1    Replacement Capital Covenant dated as of May 25, 2007 executed by Wells Fargo & Company.    Electronic
Transmission

 

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