-----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, CK2o0eXhZpyhmCjFQZRrtxoVHQ8DXskZ6XSTSaRXAV1lyrNEwrOOoclViPvpsJvF oMnB4LwA2GgDGDsk2epUcw== 0001193125-08-054034.txt : 20080312 0001193125-08-054034.hdr.sgml : 20080312 20080312145209 ACCESSION NUMBER: 0001193125-08-054034 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080312 DATE AS OF CHANGE: 20080312 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: 08683333 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: WELLS FARGO & COMPANY STREET 2: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO CAPITAL XII CENTRAL INDEX KEY: 0001287924 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-33992 FILM NUMBER: 08683334 MAIL ADDRESS: STREET 1: WELLS FARGO CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 65479 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

   

Wells Fargo Capital XII

(Exact name of Registrant as

specified in its charter)

   

(Exact name of Registrant as

specified in its charter)

Delaware

   

Delaware

(State of incorporation or

organization)

   

(State of incorporation or

organization)

41-0449260

   

20-2561223

(I.R.S. Employer Identification No.)     (I.R.S. Employer Identification No.)

420 Montgomery Street

San Francisco, California 94163

   

Wells Fargo Center

MAC #N9305-173

Sixth & Marquette

Minneapolis, Minnesota 55479

(Address, including zip code, of

principal executive offices)

   

(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 333-135006-03

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:

7.875% Enhanced Trust Preferred

Securities (Enhanced TruPS®) of

Wells Fargo Capital XII (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) 63,000,000 (plus up to an additional 1,400,000 if the underwriters exercise their remaining over-allotment option) of the 7.875% Enhanced Trust Preferred Securities (Enhanced TruPS®) (the “Capital Securities”), of Wells Fargo Capital XII, 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 March 12, 2008. 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 333-135006-03, 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 March 7, 2008 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 XII (incorporated by reference to Exhibit 4(pp) to the 1933 Registration Statement).

 

  2. Declaration of Trust and Trust Agreement of Wells Fargo Capital XII 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 March 12, 2008 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. Third Supplemental Indenture dated as of March 12, 2008 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 March 12, 2008, 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 March 12, 2008 executed by Wells Fargo & Company (incorporated by reference to Exhibit 99.1 to the 8-K).

 

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  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: March 12, 2008   By  

/s/ Barbara S. Brett

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

/s/ Barbara S. Brett

    Barbara S. Brett
    Senior Vice President and Assistant Treasurer
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