8-A12B 1 d8a12b.htm FORM 8-A 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

(Exact name of Registrant as specified in its charter)

 

Delaware   41-0449260
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

420 Montgomery Street

San Francisco, California 94163

(Address, including zip code, of principal executive offices)

 


Wells Fargo Capital XI

(Exact name of Registrant as specified in its charter)

 

Delaware   20-2561146
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

Wells Fargo Center

MAC #N9305-173

Sixth & Marquette

Minneapolis, Minnesota 55479

(Address, including zip code, 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: 333-135006 and 333-135006-04

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered:

    

Name of each exchange on

which each class is to be registered:

6.25% Enhanced Trust Preferred

Securities (Enhanced TruPS®) of

Wells Fargo Capital XI (and the

Guarantee with respect thereto)

     NEW YORK STOCK EXCHANGE

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) 6.25% Enhanced Trust Preferred Securities (Enhanced TruPS®) (the “Capital Securities”), of Wells Fargo Capital XI, a Delaware statutory 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 Guarantee Agreement by the Company. The Guarantee is incorporated by reference to Exhibit 4.5 to the 8-K (the “8-K”) filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2007. 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” and “Description of Trust Preferred Securities” in the prospectus included in Post-Effective Amendment No. 1 to Form S-3, Registration Nos. 333-135006 and 333-135006-04, which became effective on June 19, 2006 (the “1933 Registration Statement”). 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 was filed by the Registrants pursuant to Rule 424(b) on May 18, 2007 under the Securities Act of 1933, as amended, (the “Prospectus Supplement”) is incorporated by reference into this Registration Statement.

 

Item 2. Exhibits.

 

  1. Certificate of Trust of Wells Fargo Capital XI (incorporated by reference to Exhibit 4(pp) to the 1933 Registration Statement).

 

  2. Declaration of Trust and Trust Agreement of Wells Fargo Capital XI dated April 22, 2004 (incorporated by reference to Exhibit 4(qq) to the 1933 Registration Statement).

 

  3. Amended and Restated Declaration of Trust and Trust Agreement dated as May 25, 2007 among Wells Fargo & Company, The Bank of New York Trust Company, N.A., Wilmington Trust Company, the Administrative Trustees named therein, and the Holders named therein (incorporated by reference to Exhibit 4.3 to the 8-K).

 

  4. Form of Capital Security (incorporated by reference to Exhibit 4.3 to the 8-K, which is included as part of Exhibit 4.3 to the 8-K).

 

  5. Second Supplemental Indenture dated as of May 25, 2007 to Indenture dated as of August 1, 2005 between Wells Fargo & Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association) (incorporated by reference to Exhibit 4.1 to the 8-K)

 

  6. Form of Junior Subordinated Note (incorporated by reference to Exhibit 4.1 to the 8-K, which is included as part of Exhibit 4.1 to the 8-K).

 

  7. Guarantee Agreement dated as of May 25, 2007, between Wells Fargo & Company and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.5 to the 8-K)

 

  8. Replacement Capital Covenant dated as of May 25, 2007 executed by Wells Fargo & Company (incorporated by reference to Exhibit 99.1 to the 8-K).

 

  9. 1933 Registration Statement and Prospectus Supplement.

 

  10. 8-K.

 

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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: May 25, 2007   By:  

/s/ Barbara S. Brett

    Barbara S. Brett
    Senior Vice President and Assistant Treasurer
  WELLS FARGO CAPITAL XI
  By:   Wells Fargo & Company, as Depositor
  By:  

/s/ Barbara S. Brett

    Barbara S. Brett
    Senior Vice President and Assistant Treasurer

 

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