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) JUNE 7, 1998 ---------------------------- WELLS FARGO & COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6214 13-2553920 - ------------------------------------------------------------------------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163 - -------------------------------------------------------------------------------- (Address of principal executive offices) 1-800-411-4932 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEMS 1 - 4. Not Applicable. ITEM 5. OTHER EVENTS. Attached hereto as Exhibit 2 is the Agreement and Plan of Merger, dated as of June 7, 1998, by and between Wells Fargo & Company ("Wells Fargo") and Norwest Corporation ("Norwest"). Attached hereto as Exhibit 10.1 is the Stock Option Agreement, dated as of June 7, 1998, between Wells Fargo, as issuer, and Norwest, as grantee. Attached hereto as Exhibit 10.2 is the Stock Option Agreement, dated as of June 7, 1998, between Norwest, as issuer, and Wells Fargo, as grantee. ITEM 6. Not Applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following exhibits are attached to this Current Report: (2) Agreement and Plan of Merger, dated as of June 7, 1998, by and between Wells Fargo and Norwest, excluding schedules. The omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon request. (10.1) Stock Option Agreement, dated as of June 7, 1998, between Wells Fargo, as Issuer, and Norwest, as Grantee. (10.2) Stock Option Agreement, dated as of June 7, 1998, between Norwest, as Issuer, and Wells Fargo, as Grantee. -2- 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 thereunto duly authorized. WELLS FARGO & COMPANY By /s/ Guy Rounsaville, Jr. ---------------------------------- Name: Guy Rounsaville, Jr. Title: Executive Vice President and General Counsel Date: June 18, 1998 -3-