UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 18, 2013
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-2979 | No. 41-0449260 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-866-249-3302
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 9.01. | Financial Statements and Exhibits | |||||
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-180728) filed by Wells Fargo & Company with the Securities and Exchange Commission. | ||||||
On September 18, 2013, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Notes due September 18, 2030 and (ii) Securities Linked to a Commodity Basket due September 18, 2017 (collectively, the “Notes”). | ||||||
The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance, the opinion of Faegre Baker Daniels LLP regarding the Notes and the opinion of Sullivan & Cromwell LLP, Wells Fargo & Company’s special tax counsel, regarding the Notes. | ||||||
| (d) | Exhibits | |||||
| 4.1 | Form of Medium-Term Notes, Series K, Notes due September 18, 2030. | |||||
| 4.2 | Form of Medium-Term Notes, Series K, Securities Linked to a Commodity Basket due September 18, 2017. | |||||
| 5.1 | Opinion of Faegre Baker Daniels LLP regarding the Notes. | |||||
| 8.1 | Opinion of Sullivan & Cromwell LLP regarding the Notes. | |||||
| 23.1 | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). | |||||
| 23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). | |||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLS FARGO & COMPANY | ||||||
| DATED: September 18, 2013 | /s/ Paul R. Ackerman | |||||
Paul R. Ackerman | ||||||
| Executive Vice President and Treasurer | ||||||
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Index to Exhibits
| Exhibit No. | Description | Method of Filing | ||
| 4.1 | Form of Medium-Term Notes, Series K, Notes due September 18, 2030. | Electronic Transmission | ||
| 4.2 | Form of Medium Term Notes, Series K, Securities Linked to a Commodity Basket due September 18, 2017. | Electronic Transmission | ||
| 5.1 | Opinion of Faegre Baker Daniels LLP regarding the Notes. | Electronic Transmission | ||
| 8.1 | Opinion of Sullivan & Cromwell LLP regarding the Notes. | Electronic Transmission | ||
| 23.1 | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). | |||
| 23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). | |||
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