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. |
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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: 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 |