-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MClBLeIGVvm1zI81TMfaooyA2nFVbpjUwZXhulNU+qe4h/2NtupCGCTD19G7Kfrg XCHX2kOw8J8hXfdVldiZ5A== 0001193125-07-128227.txt : 20070604 0001193125-07-128227.hdr.sgml : 20070604 20070601204403 ACCESSION NUMBER: 0001193125-07-128227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070601 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLACER SIERRA BANCSHARES CENTRAL INDEX KEY: 0001279410 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 943411134 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50652 FILM NUMBER: 07895637 BUSINESS ADDRESS: STREET 1: 525 J STREET CITY: SACRAMENTO STATE: CA ZIP: 95814 BUSINESS PHONE: 9165544821 MAIL ADDRESS: STREET 1: 525 J STREET CITY: SACRAMENTO STATE: CA ZIP: 95814 8-K 1 d8k.htm FORM 8-K 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): June 1, 2007

 

PLACER SIERRA BANCSHARES

(Exact Name of Registrant as Specified in Its Charter)

 

 

California   0-50652   No. 94-3411134

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

IRS Employer

Identification No.)

525 J Street, Sacramento, California 95814

(Address of Principal Executive Offices) (Zip Code)

1-916-554-4750

(Registrant’s Telephone Number, Including Area Code)

 

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 8.01. Other Events.

Effective as of 11:59 p.m., Central time, on June 1, 2007, a wholly owned subsidiary of Wells Fargo & Company (“Wells Fargo”) merged with and into Placer Sierra Bancshares (“Placer Sierra”), with Placer Sierra surviving the merger as a wholly owned subsidiary of Wells Fargo. As a result of the merger, each share of Placer Sierra common stock outstanding at the time of the merger was converted into the right to receive 0.7788 of a share of Wells Fargo common stock in accordance with the terms of the Agreement and Plan of Reorganization, dated as of January 9, 2007, by and between Placer Sierra and Wells Fargo and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  2 Agreement and Plan of Reorganization, dated as of January 9, 2007, by and between Placer Sierra Bancshares and Wells Fargo & Company, incorporated by reference to Exhibit 2 to Wells Fargo’s Registration Statement on Form S-4 filed on April 13, 2007 (File No. 333-142102).

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: June 1, 2007   PLACER SIERRA BANCSHARES
  By:  

/s/ David E. Hooston

    David E. Hooston
    Chief Financial Officer
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