424B2 1 d424b2.htm PRELIMINARY PRICING SUPPLEMENT NO. 3 Preliminary Pricing Supplement No. 3

Filed Pursuant to Rule 424(b)(2)
File No. 333-135006

 

 

This pricing supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 3, 2007

Pricing Supplement No. 3 dated May     , 2007

(to Prospectus Supplement dated January 25, 2007

and Prospectus dated June 19, 2006)

WELLS FARGO & COMPANY

Medium-Term Notes, Series G

Floating Rate Notes

 

Aggregate Principal Amount

Offered:

    $[                ]
Trade Date:    May [    ], 2007
Original Issue Date (T+5):    May [    ], 2007
Stated Maturity Date:    May [    ], 2047
Price to Public (Issue Price):    100%, plus accrued interest, if any, from May [    ], 2007

Agent Discount

(Gross Spread):

    1.00%

All-in Price (Net of

Agent Discount):

    99.00%
Net Proceeds:    $[                ]
Benchmark:    Three-month LIBOR (Reuters Page LIBOR01)
Spread to Benchmark:    [    ] basis points
Base Rate:    LIBOR Reuters
Designated LIBOR Page:    Page LIBOR01 as displayed on the Reuters Money 3000 Service or any successor service (or such other page as may replace Page LIBOR01 on that service or successor service)
Spread:    The Spread will be determined on the Trade Date and will be within the range of minus 0.27% to minus 0.23%
Index Maturity:    Three months
Interest Reset Periods:    Quarterly
Interest Reset Dates:    February [    ], May [    ], August [    ] and November [    ], 2007, commencing August [    ], 2007

Interest Payment Dates:      February [    ], May [    ], August [    ] and November [    ], 2007, commencing August [    ], 2007, and at maturity
Initial Interest Rate:      Three-month LIBOR Reuters minus [ ]%, determined two London banking days prior to May [ ], 2007
Denominations:      Minimum of $1,000 with increments of $1,000 thereafter; each owner of a beneficial interest in a note will be required to hold such beneficial interest in a minimum principal amount of $1,000
Redemption:      At its option, Wells Fargo & Company can redeem the notes, in whole or in part, on May [ ], 2037 and on any business day thereafter, at the redemption prices specified below (in each case expressed as a percentage of the principal amount of the notes to be redeemed), together with any accrued interest to the redemption date:
       

If Redeemed During the 12-Month Period

Commencing on

   

Redemption
Price

     May [    ], 2037    105.00%
     May [    ], 2038    104.50%
     May [    ], 2039    104.00%
     May [    ], 2040    103.50%
     May [    ], 2041    103.00%
     May [    ], 2042    102.50%
     May [    ], 2043    102.00%
     May [    ], 2044    101.50%
     May [    ], 2045    101.00%
     May [    ], 2046   
    

        and thereafter to,

        but excluding, maturity

    100.50%
     Any redemption will be effected as described under “Description of Debt Securities—Redemption and Repayment of Debt Securities—Optional Redemption By Us” in the accompanying prospectus.
Repayment:      A holder of the notes may elect to have Wells Fargo & Company repay the notes, in whole or in part, on the repayment dates and at the repayment prices specified below (in each case expressed as a percentage of the principal amount of the notes to be repaid), together with any accrued interest to the repayment date:
       

Repayment Date

   

Repayment
Price

     May [    ], 2008    98.00%
     May [    ], 2009    98.00%
     May [    ], 2010    98.00%
     May [    ], 2011    98.00%
     May [    ], 2012    98.00%
     May [    ], 2013    99.00%

 

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     May [    ], 2014    99.00%
     May [    ], 2015    99.00%
     May [    ], 2016    99.00%
     May [    ], 2017    99.00%
     May [    ], 2018   
    

        and each third

        anniversary of such

        date to and including

        May [ ], 2045

    100.00%
     In the event that a date in the table above is not a business day, the repayment date will be the next succeeding business day. Any repayment will be effected as described under “Description of Debt Securities—Redemption and Repayment of Debt Securities—Repayment At Option Of Holder” in the accompanying prospectus.
Certain U.S. Federal     
Income Tax Consequences:      The notes will be taxed as variable rate debt securities as described under “Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Debt Securities” in the accompanying prospectus.
     Prospective investors seeking to treat the notes as “qualified replacement property” for purposes of Section 1042 of the Internal Revenue Code of 1986, as amended, should be aware that Section 1042 requires the issuer to meet certain requirements in order for the notes to constitute qualified replacement property. In general, qualified replacement property is a security issued by a domestic operating corporation that did not, for the taxable year preceding the taxable year in which such security was purchased, have “passive investment income” in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year (the “passive income test”). For purposes of the passive income test, where the issuing corporation is in control of one or more corporations or such issuing corporation is controlled by one or more corporations, all such corporations are treated as one corporation (the “affiliated group”) when computing the amount of passive investment income under Section 1042.
     Wells Fargo & Company believes that it is a domestic operating corporation and that less than 25 percent of its affiliated group’s gross receipts is passive investment income for the taxable year ending December 31, 2006. In making this determination, Wells Fargo has made certain assumptions and used procedures which it believes are reasonable. Wells Fargo cannot give any assurances as to whether it will continue to be a domestic operating corporation that meets the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with Wells Fargo & Company’s determination of its status as domestic operating corporation or the manner in which Wells Fargo & Company has calculated the affiliated group’s gross receipts (including the characterization thereof) and passive investment income and the conclusions reached herein.

 

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     Additional tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus.
Listing:      None
Agent:      UBS Securities LLC
Plan of Distribution:      On May [ ], 2007, Wells Fargo & Company agreed to sell to UBS Securities LLC, and UBS Securities LLC agreed to purchase, the notes at a purchase price of 99.00% The purchase price equals the issue price of 100% less an underwriting discount of 1.00% of the principal amount of the notes.
     The notes are not being offered or sold in any member state of the European Economic Area.

 

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