Wells Fargo 8-K 2008
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): August 19, 2008
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 333-133006-11) filed by Wells Fargo & Company and Wells Fargo Capital XIV with the Securities and Exchange Commission. On August 19, 2008, Wells Fargo Capital XIV issued 27,600,000 (24,000,000 plus an additional 3,600,000 as a result of the pre-closing exercise of the underwriter over-allotment option) of its 8.625% 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 8.625% Common Securities, to purchase 8.625% Junior Subordinated Deferrable Interest Debentures due 2068, 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 Fifth Supplemental Indenture, the Amended and Restated Declaration of Trust and Trust Agreement, the form of 8.625% Enhanced Trust Preferred Security (Enhanced TRUPS®) and the Guarantee Agreement relating to the Trust Issuance, (ii) the form of 8.625% Junior Subordinated Deferrable Interest Debenture due 2068 relating to the Company Issuance, (iii) the opinion of Jeannine E. Zahn, Esq. relating to the Company Issuance, (iv) the opinion of Richards, Layton & Finger, P.A. relating to the Trust Issuance and (v) 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, August 19, 2008.
Index to Exhibits