-----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, Dl1/W489dEwpDRNwW0RF+avzIMntsyKi3g/G56zEQTTJ0VOI6SeEhg0ph4JXfzTW wgt/BU6CEDFqADSOA1SubA== 0001193125-08-180710.txt : 20080819 0001193125-08-180710.hdr.sgml : 20080819 20080819132814 ACCESSION NUMBER: 0001193125-08-180710 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080819 DATE AS OF CHANGE: 20080819 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: 081027051 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 XIV CENTRAL INDEX KEY: 0001434569 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 266295527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34158 FILM NUMBER: 081027052 BUSINESS ADDRESS: STREET 1: WELLS FARGO CENTER, MAC #N9305-131 STREET 2: SIXTH STREET AND MARQUETTE AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 BUSINESS PHONE: 612-667-6063 MAIL ADDRESS: STREET 1: WELLS FARGO CENTER, MAC #N9305-131 STREET 2: SIXTH STREET AND MARQUETTE AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 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 XIV

(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     26-6295527
(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 333-135006-11

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:

8.625% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Wells Fargo Capital XIV (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) 27,600,000 (24,000,000 plus an additional 3,600,000 to cover the underwriter over-allotment option exercised pre-closing) of the 8.625% Enhanced Trust Preferred Securities (Enhanced TruPS®) (the “Capital Securities”), of Wells Fargo Capital XIV, 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 August 19, 2008. For a description of the Capital Securities and the Guarantee covered by this Registration Statement, see the prospectus supplement filed by the Registrants pursuant to Rule 424(b) on August 14, 2008 under the Securities Act of 1933, as amended (the “Prospectus Supplement”). The Prospectus Supplement relates to a prospect (the “Prospectus”) included in Post-Effective Amendment No. 2 filed on May 12, 2008 (the “Post-Effective Amendment”) to a registration statement on Form S-3, Registration Nos. 333-135006 and 333-135006-11, which became effective on June 19, 2006 and May 12, 2008, respectively (the “1933 Registration Statement”). The Prospectus relating to the Capital Securities and Prospectus Supplement are hereby incorporated into this Registration Statement by reference.

Item 2. Exhibits.

 

  1. Certificate of Trust of Wells Fargo Capital XIV (incorporated by reference to Exhibit 4(b) to the Post-Effective Amendment).

 

  2. Declaration of Trust and Trust Agreement of Wells Fargo Capital XIV dated March 14, 2008 (incorporated by reference to Exhibit 4(c) to the Post-Effective Amendment).

 

  3. Amended and Restated Declaration of Trust and Trust Agreement dated as August 19, 2008 among Wells Fargo & Company, The Bank of New York Mellon Trust Company, National Association, 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 4.4 to the 8-K, which is included as part of Exhibit 4.3 to the 8-K).

 

  5. Fifth Supplemental Indenture dated as of August 19, 2008 to Indenture dated as of August 1, 2005 between Wells Fargo & Company and The Bank of New York Mellon Trust Company, National Association (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 4.2 to the 8-K, which is included as part of Exhibit 4.1 to the 8-K).

 

  7. Guarantee Agreement dated as of August 19, 2008, between Wells Fargo & Company and The Bank of New York Mellon Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the 8-K)

 

  8. 1933 Registration Statement and Prospectus Supplement.

 

  9. 8-K.

 

-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 19, 2008     By   /s/ Barbara S. Brett
      Barbara S. Brett
      Senior Vice President and Assistant Treasurer
    WELLS FARGO CAPITAL XIV
    By:   Wells Fargo & Company, as Depositor
    By:   /s/ Barbara S. Brett
      Barbara S. Brett
      Senior Vice President and Assistant Treasurer
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