-----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, FJFP+w2cbRe8SHhWj629OGyM55RKgCfpzbKrCZyY1Y2hgeNqBqn/7ZCeGGSBAgD3 D4pex6K6fgfCiQNP/G48PA== 0001045969-01-500942.txt : 20010824 0001045969-01-500942.hdr.sgml : 20010824 ACCESSION NUMBER: 0001045969-01-500942 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-02979 FILM NUMBER: 1722069 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST STREET 2: SIXTH AND MARQUETTE CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: WELLS FARAGO CENTER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO CAPITAL IV CENTRAL INDEX KEY: 0001156918 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-02979-01 FILM NUMBER: 1722070 BUSINESS ADDRESS: STREET 1: WELLS FARGO CENTER STREET 2: MAC N9305 173 SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 BUSINESS PHONE: 6126672085 MAIL ADDRESS: STREET 1: WELLS FARGO CENTER STREET 2: MAC N9305 173 SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 8-A12B 1 d8a12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Wells Fargo & Company Wells Fargo Capital IV - ------------------------------- --------------------------------- (Exact name of Registrant (Exact name of Registrant as specified in its charter) as specified in its charter) Delaware Delaware - ------------------------------- --------------------------------- (State of incorporation (State of incorporation or organization) or organization) 41-0449260 41-6492582 - ------------------------------- --------------------------------- (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) Wells Fargo Center MAC #N9305-173 420 Montgomery Street Sixth & Marquette San Francisco, California 94163 Minneapolis, Minnesota 55479 - ------------------------------- --------------------------------- (Address, including zip code, (Address, including zip code, of principal executive offices) of principal executive offices) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [_] Securities Act registration statement file number to which this form relates: 333-67120 ----------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on to be so registered: which each class is to be registered: ------------------- ------------------------------------ 7.0% Capital Securities of Wells Fargo Capital IV (and the NEW YORK STOCK EXCHANGE Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered hereby are (i) 7.0% Capital Securities (the "Capital Securities"), of Wells Fargo Capital IV, a Delaware statutory business trust (the "Trust") and (ii) a Guarantee with respect thereto (the "Guarantee") by Wells Fargo & Company (the "Company"). The Capital Securities represent undivided beneficial interests in the assets of the Trust and are guaranteed by the Company, to the extent set forth in the form of the Guarantee Agreement by the Company. The form of Guarantee is incorporated by reference to Exhibit 4(oo) to the Registration Statement on Form S-3 (Registration No. 333-67120) filed with the Securities and Exchange Commission (the "Commission") on August 8, 2001, as amended by Amendment No. 1 thereto filed with the Commission on August 15, 2001 (such Registration Statement, as amended, the "1933 Registration Statement"). For a description of the Capital Securities and the Guarantee covered by this Registration Statement, see the descriptions under the captions "Description of Junior Subordinated Debt Securities", "Description of Trust Preferred Securities" and "Description of Guarantees" in the Prospectus included in the 1933 Registration Statement as declared effective by the Commission on August 17, 2001. The prospectus relating to the Capital Securities contained in the 1933 Registration Statement is incorporated herein by reference. The final terms of the Capital Securities are included in a prospectus supplement, which will be filed by the Registrants pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which is incorporated by reference into this Registration Statement. ITEM 2. EXHIBITS. 1. Certificate of Trust of Wells Fargo Capital IV dated August 7, 2001 (incorporated by reference to Exhibit 4(kk) to the 1933 Registration Statement). 2. Declaration of Trust and Trust Agreement of Wells Fargo Capital IV dated August 7, 2001 (incorporated by reference to Exhibit 4(ll) to the 1933 Registration Statement). 3. Form of Amended and Restated Declaration of Trust and Trust Agreement of Wells Fargo Capital IV (incorporated by reference to Exhibit 4(mm) to the 1933 Registration Statement). 4. Form of Capital Certificate (incorporated by reference to Exhibit 4(nn) to the 1933 Registration Statement, which is included as part of Exhibit 4(mm) to the 1933 Registration Statement). 5. Form of Junior Subordinated Indenture (incorporated by reference to Exhibit 4(w) to the 1933 Registration Statement). 6. Form of Guarantee Agreement (incorporated by reference to Exhibit 4(oo) to the 1933 Registration Statement). 7. Form of Junior Subordinated Note (incorporated by reference to Exhibit 4(aa) to the 1933 Registration Statement). 8. 1933 Registration Statement. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. WELLS FARGO & COMPANY Dated: August 23, 2001 By /s/ Barbara S. Brett ------------------------------------- Barbara S. Brett Assistant Treasurer WELLS FARGO CAPITAL IV By: Wells Fargo & Company, as Depositor By: /s/ Barbara S. Brett ------------------------------------- Barbara S. Brett Assistant Treasurer -3- EXHIBIT INDEX 1. Certificate of Trust of Wells Fargo Capital IV dated August 7, 2001 (incorporated by reference to Exhibit 4(kk) to the 1933 Registration Statement). 2. Declaration of Trust and Trust Agreement of Wells Fargo Capital IV dated August 7, 2001 (incorporated by reference to Exhibit 4(ll) to the 1933 Registration Statement). 3. Form of Amended and Restated Declaration of Trust and Trust Agreement of Wells Fargo Capital IV (incorporated by reference to Exhibit 4(mm) to the 1933 Registration Statement). 4. Form of Capital Certificate (incorporated by reference to Exhibit 4(nn) to the 1933 Registration Statement, which is included as part of Exhibit 4(mm) to the 1933 Registration Statement). 5. Form of Junior Subordinated Indenture (incorporated by reference to Exhibit 4(w) to the 1933 Registration Statement). 6. Form of Guarantee Agreement (incorporated by reference to Exhibit 4(oo) to the 1933 Registration Statement). 7. Form of Junior Subordinated Note (incorporated by reference to Exhibit 4(aa) to the 1933 Registration Statement). 8. 1933 Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----