FWP 1 dfwp.htm FINAL TERM SHEET FOR WELLS FARGO CAPITAL XII Final Term Sheet for Wells Fargo Capital XII

Final Term Sheet

Filed Pursuant to Rule 433

Registration Nos. 333-135006 and 333-135006-03

March 5, 2008

WELLS FARGO CAPITAL XII

7.875% ENHANCED TRUST PREFERRED SECURITIES (ENHANCED TRUPS®)

GUARANTEED BY WELLS FARGO & COMPANY TO THE EXTENT SET FORTH IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

 

Issuer:    Wells Fargo Capital XII, a Delaware statutory trust, the sole assets of which will be 7.875% junior subordinated deferrable interest debentures due 2068 (the “junior subordinated debentures”) issued by Wells Fargo & Company
Guarantor:    Wells Fargo & Company
Securities:    7.875% Enhanced Trust Preferred Securities (the “capital securities”)
Amount:    56,000,000 capital securities
Liquidation Amount:    $25 per capital security
Over-allotment Option:    The underwriters may purchase up to an additional 8,400,000 capital securities within 30 days of the date of the prospectus supplement in order to cover over-allotments, if any
Security Ratings:    Aa2 / AA- / AA- (Moody’s / S&P / Fitch). Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
Trade Date:    March 5, 2008
Settlement Date:    March 12, 2008 (T+5)
Stated Maturity:    March 15, 2068
Distributions:    7.875% per annum
Public Offering Price:    $25 per capital security
Underwriting Commissions:    Retail: $0.7875 per capital security / Institutional: $0.5000 per capital security
Interest Payment Dates:    Quarterly on the 15th of each March, June, September, and December
First Interest Payment Date:    June 15, 2008
Redemption at Issuer Option:    On or after March 15, 2013 in whole or in part and prior to March 15, 2013 in whole but not in part after the occurrence of a tax event, capital treatment event or investment company event, in each case at par, plus accrued and unpaid interest to the redemption date

Redemption at Issuer Option for        

Rating Agency Event:

   Prior to March 15, 2013 in whole but not in part after the occurrence of a rating agency event at the greater of (i) par and (ii) the sum of the present values of the principal amount of the junior subordinated debentures being redeemed and each interest payment thereon that would have been payable to and including March 15, 2013 (not including any portion of such payments of interest accrued as of the date of redemption), discounted from March 15, 2013 or the applicable interest payment date to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the treasury rate plus 0.50%, in each case plus accrued and unpaid interest to the redemption date
Replacement Capital Covenant:    A replacement capital covenant will apply until March 15, 2048
Joint Bookrunners:    Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Morgan Stanley & Co. Incorporated
Co-Lead Managers:    Wells Fargo Securities, LLC; UBS Securities LLC; and Wachovia Capital Markets, LLC
Co-Managers:    Banc of America Securities LLC; RBC Capital Markets Corporation; Bear, Stearns & Co. Inc.; J.P. Morgan Securities Inc.; Lehman Brothers Inc.; and Raymond James & Associates, Inc.
Capital Securities CUSIP/ISIN:    94985V202 / US94985V2025

Wells Fargo Capital XII and Wells Fargo & Company have filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Wells Fargo Capital XII and Wells Fargo & Company have filed with the SEC for more complete information about Wells Fargo Capital XII, Wells Fargo & Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you can request the prospectus by calling Citigroup Global Markets Inc. toll-free in the United States at 1-877-858-5407; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free in the United States at 1-866-500-5408; and Morgan Stanley & Co. Incorporated toll-free in the United States at 1-866-718-1649 (institutional investors) or 1-800-584-6837 (retail investors).