WFC » Topics » Item 8.01. Other Events.

This excerpt taken from the WFC 8-K filed Dec 18, 2009.

Item 8.01. Other Events.

On December 15, 2009, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and Goldman, Sachs & Co., as representatives of the several underwriters (the “Underwriters”) pursuant to which the Company agreed to issue and sell 426,000,000 shares (the “Initial Shares”) of the Company’s common stock, par value $1-2/3 per share (the “Common Stock”), at a public offering price of $25.00 per share in an underwritten public offering (the “Offering”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”) to purchase up to an additional 63,900,000 shares of Common Stock (together with the Initial Shares, the “Shares”). The Underwriters exercised the Option on December 15, 2009. The net proceeds of the Offering, after underwriting discounts and commissions and after giving effect to the Option, will be $11,971,931,250.00.

Pursuant to the Underwriting Agreement, the Company agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. Also pursuant to the Underwriting Agreement, the directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.

A copy of the press release relating to the Offering is included as Exhibit 99.1 hereto.

The terms of the Offering are described in the Company’s Prospectus dated October 30, 2008 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated December 15, 2009. The Underwriting Agreement is included as Exhibit 1.1 hereto.

The Shares were issued pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-154876, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.

This excerpt taken from the WFC 8-K filed May 13, 2009.

Item 8.01. Other Events.

     On May 8, 2009, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters (the “Underwriters”) pursuant to which the Company agreed to issue and sell 341,000,000 shares (the “Initial Shares”) of the Company’s common stock, par value $1-2/3 per share (the “Common Stock”), at a public offering price of $22.00 per share in an underwritten public offering (the “Offering”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”) to purchase up to an additional 51,150,000 shares of Common Stock (together with the Initial Shares, the “Shares”). The Underwriters exercised the Option on May 8, 2009. The net proceeds of the Offering, after underwriting discounts and commissions and after giving effect to the Option, will be $8,424,558,450.

     Pursuant to the Underwriting Agreement, the Company agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. Also pursuant to the Underwriting Agreement, the directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.

      A copy of the press release relating to the Offering is included as Exhibit 99.1 hereto.

     The terms of the Offering are described in the Company’s Prospectus dated October 30, 2008 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated May 8, 2008. The Underwriting Agreement is included as Exhibit 1.1 hereto.

     The Shares were issued pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-154876, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.


This excerpt taken from the WFC 8-K filed Dec 23, 2008.

Item 8.01. Other Events.

             On December 23, 2008, Wachovia held a special meeting of shareholders to consider and vote upon a proposal to approve the Agreement and Plan of Merger by and between Wachovia and Wells Fargo, dated as of October 3, 2008, as amended. The proposal was adopted by the requisite vote of Wachovia shareholders. On December 23, 2008, Wachovia and Wells Fargo issued a joint press release regarding this voting result, a copy of which is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

This excerpt taken from the WFC 8-K filed Dec 11, 2008.

Item 8.01. Other Events.

     On December 5, 2008, the Superior Court for the County of Mecklenburg in the State of North Carolina issued an order (the “Order”) in the case captioned Irving Ehrenhaus v. John D. Baker, et al. The Order is included as Exhibit 99.1 hereto and is incorporated herein by reference. On December 10, 2008, Wells Fargo & Company and Wachovia Corporation issued a joint news release regarding the Order (the “News Release”). The News Release is included as Exhibit 99.2 hereto and is incorporated herein by reference.

This excerpt taken from the WFC 8-K filed Nov 13, 2008.

Item 8.01.       Other Events.

       On November 6, 2008, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters (the “Underwriters”) pursuant to which the Company agreed to issue and sell 407,500,000 shares (the “Initial Shares”) of the Company’s common stock, par value $1-2/3 per share (the “Common Stock”), at a public offering price of $27.00 per share in an underwritten public offering (the “Offering”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”) to purchase up to an additional 61,000,000 shares of Common Stock (together with the Initial Shares, the “Shares”). The Underwriters exercised the Option on November 7, 2008. The net proceeds of the Offering, after underwriting discounts and commissions and after giving effect to the Option, will be $12,333,262,500.

       Pursuant to the Underwriting Agreement, the Company agreed, and its directors and executive officers entered into agreements in substantially the form included in the Underwriting Agreement, to a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.

         A copy of the press release relating to the Offering is included as Exhibit 99.1 hereto.

       The terms of the Offering are described in the Company’s Prospectus dated October 30, 2008 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated November 6, 2008. The Underwriting Agreement is included as Exhibit 1.1 hereto.

       The Shares were issued pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-154876, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.


 
Item 9.01.     Financial Statements and Exhibits. 
(d)        Exhibits. 
 
Exhibit No.    Description 
1.1    Underwriting Agreement, between Wells Fargo & Company, J.P. Morgan Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, 
    UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters 
5.1    Opinion of Jeannine E. Zahn 
99.1    Press Release dated November 6, 2008 


SIGNATURES

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 hereunto duly authorized.

Dated: November 13, 2008    WELLS FARGO & COMPANY 
    By:   /s/ Richard D. Levy   
             Richard D. Levy   
             Executive Vice President, Controller  


EXHIBIT INDEX
 
Exhibit No.    Description 
1.1    Underwriting Agreement, between Wells Fargo & Company, J.P. Morgan Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, 
    UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters 
5.1    Opinion of Jeannine E. Zahn 
99.1    Press Release dated November 6, 2008 


This excerpt taken from the WFC 8-K filed Oct 3, 2008.

Item 8.01.       Other Events.

        On October 3, 2008, Wells Fargo & Company (the “Company”) and Wachovia Corporation (“Wachovia”) announced they had entered into an Agreement and Plan Merger (the “Merger Agreement”).  The Merger Agreement has been unanimously approved by the boards of directors of the Company and Wachovia and is subject to customary closing conditions, including the approval of regulators and Wachovia shareholders. A copy of a press release announcing the merger is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

        Additionally, the Company hereby files the Investor Presentation, dated October 3, 2008, as Exhibit 99.2, which is incorporated by reference herein.

          More Information About The Merger And Where To Find It

        The proposed merger will be submitted to Wachovia Corporation shareholders for their consideration. Wells Fargo will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Wachovia Corporation that also constitutes a prospectus of Wells Fargo. Wachovia Corporation will mail the proxy statement-prospectus to its shareholders. Wachovia shareholders and other investors are urged to read the final proxy statement-prospectus when it becomes available because it will describe the proposed merger and contain other important information. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain free copies of these documents by contacting Wells Fargo or Wachovia, as follows:

        Wells Fargo & Company, Attention Corporate Secretary, MAC N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479, (612) 667-8655.

        Wachovia Corporation, Attention Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, (704) 374-6782.

        Wells Fargo and Wachovia and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Wachovia Corporation shareholders in connection with the proposed merger. Information about Wells Fargo’s directors and executive officers and their ownership of Wells Fargo common stock is contained in the definitive proxy statement for Wells Fargo’s 2008 annual meeting of stockholders, as filed by Wells Fargo with the SEC on Schedule 14A on March 17, 2008.  Information about Wachovia’s directors and executive officers and their ownership of Wachovia common stock is contained in the definitive proxy statement for Wachovia’s 2008 annual meeting of shareholders, as filed by Wachovia with the SEC on Schedule 14A on March 10, 2008. You may obtain free copies of these documents by contacting Wells Fargo or Wachovia at the contact information provided above. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from Wachovia Corporation shareholders.


Item 9.01.     Financial Statements and Exhibits. 
(d)      Exhibits. 
Exhibit No.    Description 
99.1    Press release dated October 3, 2008.
99.2    Investor Presentation dated October 3, 2008 


SIGNATURES 
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 hereunto duly authorized.
 
Dated: October 3, 2008           WELLS FARGO & COMPANY 
             By:     /s/ James Strother 
                  James Strother 
                  Executive Vice President and General Counsel 


EXHIBIT INDEX 
 
Exhibit No.    Description     
99.1    Press release dated October 3, 2008.     
99.2    Investor Presentation dated October 3, 2008     


This excerpt taken from the WFC 8-K filed Sep 15, 2008.

Item 8.01. Other Events.

In connection with the filing today by Lehman Brothers Holdings Inc. (Lehman Brothers) of a Chapter 11 bankruptcy petition, Wells Fargo & Company (the Company) will record other-than-temporary impairment and take a non-cash charge to earnings in third quarter 2008 for investments in senior unsecured notes and perpetual preferred securities issued by Lehman Brothers. The Company’s investments in the notes and preferred securities are included in securities available for sale at a cost of approximately $90 million and $109 million, respectively. The notes currently trade at 25-30 cents on the dollar. The preferred securities currently trade at less than one percent of par value. The Company estimates that as of September 12, 2008, it had approximately $50 million of unsecured counterparty exposure to Lehman Brothers. The Company has no direct lending exposure to Lehman Brothers, and the Wells Fargo Advantage Money Market Funds do not have any direct exposure to Lehman Brothers.


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 hereunto duly authorized.

 

Dated: September 15, 2008       WELLS FARGO & COMPANY
    By:   /s/ Richard D. Levy
      Richard D. Levy
      Executive Vice President
This excerpt taken from the WFC 8-K filed Dec 4, 2006.

Item 8.01. Other Events.

In connection with the By-Law amendment changing the standard for director elections as described in Item 5.03 above, the Board amended the Company’s Corporate Governance Guidelines to provide that:

 

    The Board will nominate for election and appoint to Board vacancies only those candidates who have tendered or agreed to tender an advance, irrevocable resignation that would become effective upon the failure to receive the required vote for election and Board acceptance of the tendered resignation. A director who fails to receive the required number of votes for election and who has not already tendered the advance resignation described above is expected to tender, promptly following certification of the stockholder vote, his or her resignation from the Board, which resignation may be conditioned upon Board acceptance of the resignation.

 

    The Governance and Nominating Committee of the Board will consider the tendered resignation of a director who fails to receive the required number of votes for election, as well as any other offer to resign that is conditioned upon Board acceptance, and recommend to the Board whether or not to accept such resignation. The Governance and Nominating Committee in deciding what action to recommend, and the Board in deciding what action to take, may consider any factors it deems relevant. The director whose resignation is under consideration will abstain from participating in any decision of the Governance and Nominating Committee or the Board regarding such resignation. If the Board does not accept the resignation, the director will continue to serve until his or her successor is elected and qualified. The Board will publicly disclose its decision regarding a resignation tendered by a director who fails to receive the required number of votes for election within 90 days after certification of the stockholder vote.

The foregoing description of the amendments to the Company’s Corporate Governance Guidelines is qualified in its entirety by reference to the guidelines, which are incorporated by reference herein and can be found at http://www.wellsfargo.com/about/corporate/corporate_governance.

 


This excerpt taken from the WFC 8-K filed Jun 30, 2006.

Item 8.01. Other Events.

On June 27, 2006, the Company’s Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend on the Company’s common stock, to be distributed on August 11, 2006, to stockholders of record at the close of business on August 4, 2006. In the stock split, the Company will distribute one share of common stock for each share of common stock issued and outstanding or held in the treasury of the Company at the close of business on August 4, 2006. Stockholders will receive a direct registration (book-entry) statement for the additional shares of common stock to be issued in the stock split and will not need to exchange existing stock certificates. The Company’s press release announcing the stock split and an increase in the quarterly common stock cash dividend is furnished with this report as Exhibit 99.2.

This excerpt taken from the WFC 8-K filed May 1, 2006.

Item 8.01. Other Events.

The Company held its annual meeting of stockholders on April 25, 2006. At the meeting, stockholders elected all 14 of the directors nominated by the Board of Directors and ratified the appointment of KPMG LLP as independent auditors for 2006. Each director received a greater number of votes “for” his or her election than votes “withheld” from his or her election. Stockholders rejected the four stockholder proposals as follows:

Stockholder Proposal Regarding a Director Election By-Law Amendment

 

For   Against   Abstentions  

Broker

Non-Votes

454,167,038   709,041,544   21,078,013   203,657,030

Stockholder Proposal Regarding Separation of Board Chair and CEO Positions

 

For   Against   Abstentions  

Broker

Non-Votes

421,603,315   745,948,187   16,735,093   203,657,030

Stockholder Proposal Regarding Director Compensation

 

For   Against   Abstentions  

Broker

Non-Votes

86,270,060   1,072,684,460   25,332,075   203,657,030

Stockholder Proposal Regarding a Report on Home Mortgage Disclosure Act (HMDA) data

 

For   Against   Abstentions  

Broker

Non-Votes

77,931,149   991,896,026   114,459,420   203,657,030


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, hereunto duly authorized.

 

Dated: May 1, 2006   WELLS FARGO & COMPANY
  By:  

/s/ Laurel A. Holschuh

    Laurel A. Holschuh
    Senior Vice President and Secretary
This excerpt taken from the WFC 8-K filed May 2, 2005.

Item 8.01. Other Events.

 

The Company held its annual meeting of stockholders on April 26, 2005. Below is a summary of the voting results, including for each item other than the election of directors the shares voted in favor of the item as a percentage of the shares represented at the meeting and entitled to vote on the item. Approval of each item other than the election of directors required the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the item. The Company’s report on Form 10-Q for the quarter ending June 30, 2005, will provide more detailed voting results for each item, as certified by the inspector of election for the meeting.

 

At the meeting, stockholders:

 

    re-elected all 14 of the Company’s current directors;

 

    approved the Company’s amended and restated Long-Term Incentive Compensation Plan (80.0% voted in favor);

 

    ratified the appointment of KPMG LLP as independent auditors for 2005 (96.8% voted in favor);

 

    rejected the stockholder proposal regarding payday lending (4.4% voted in favor);

 

    rejected the stockholder proposal regarding executive compensation and predatory lending (5.5% voted in favor);

 

    rejected the stockholder proposal regarding performance shares (32.6% voted in favor);


    rejected the stockholder proposal regarding chief executive officer compensation (5.8% voted in favor); and

 

    rejected the stockholder proposal regarding separation of Board Chair and CEO positions (33.8% voted in favor).

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki