SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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) January 18, 2002
WELLS FARGO FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Iowa 2-80466 42-1186565
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
206 Eighth Street, Des Moines, Iowa 50309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (515) 243-2131
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ITEM 5. OTHER EVENTS.
In connection with the commencement of its Medium-Term Note program,
Series D, Wells Fargo Financial, Inc. (the "Company") entered into a
Distribution Agreement (the "Distribution Agreement") dated as of January 18,
2002 with Banc of America Securities LLC; Banc One Capital Markets, Inc.; Bear,
Stearns & Co. Inc.; BNP Paribas Securities Corp.; Deutsche Banc Alex. Brown
Inc.; J.P. Morgan Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith
Incorporated; Mizuho International plc; Salomon Smith Barney Inc.; Utendahl
Capital Partners, L.P. and Wells Fargo Brokerage Services, LLC, providing for
the sale from time to time of up to $1,300,000,000 aggregate principal amount of
its Medium-Term Notes, Series D (the "Notes") through one or more of such firms
as agents or to one or more of such firms as principal. The Notes that
constitute senior indebtedness of the Company will be issued under an Indenture
dated as of November 1, 1991, between the Company and The First National Bank of
Chicago (now called Bank One Trust Company, National Association), as Trustee.
The Notes that constitute senior subordinated indebtedness of the Company will
be issued under an Indenture dated as of May 1, 1986, as amended and
supplemented by a First Supplemental Indenture dated as of February 15, 1991,
each between the Company and BNY Midwest Trust Company as successor to Harris
Trust and Savings Bank, as Trustee. The Notes have been registered under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-3 (No. 333-33096) (the "Registration Statement"), and a prospectus dated April
18, 2000 constituting a part thereof and a prospectus supplement dated January
18, 2002 relating to the Notes have been filed with the Securities and Exchange
Commission. The Distribution Agreement, the related Administrative Procedures,
forms of the Senior Notes and Senior Subordinated Notes and the opinion of
Orrick, Herrington & Sutcliffe LLP, tax counsel to the Company, are filed
herewith as exhibits to the Registration Statement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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1.1 Distribution Agreement dated as of January 18, 2002, among the
Company, Banc of America Securities LLC; Banc One Capital Markets,
Inc.; Bear, Stearns & Co. Inc.; BNP Paribas Securities Corp.;
Deutsche Banc Alex. Brown Inc.; J.P. Morgan Securities Inc.; Merrill
Lynch, Pierce, Fenner & Smith Incorporated; Mizuho International
plc; Salomon Smith Barney Inc.; Utendahl Capital Partners, L.P. and
Wells Fargo Brokerage Services, LLC.
1.2 Administrative Procedures.
4.1 Form of Senior Medium-Term Note, Series D.
4.2 Form of Senior Subordinated Medium-Term Note, Series D.
8.1 The opinion of Orrick, Herrington & Sutcliffe LLP as to certain tax
matters.
23.1 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
its legal opinion filed as Exhibit 8.1.
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SIGNATURES
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 FINANCIAL, INC.
Date: January 18, 2002 By: /s/ Dennis E. Young
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Dennis E. Young
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1.1 Distribution Agreement dated as of January 18, 2002, among the
Company, Banc of America Securities LLC; Banc One Capital
Markets, Inc.; Bear, Stearns & Co. Inc.; BNP Paribas
Securities Corp.; Deutsche Banc Alex. Brown Inc.; J.P. Morgan
Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith
Incorporated; Mizuho International plc; Salomon Smith Barney
Inc.; Utendahl Capital Partners, L.P. and Wells Fargo
Brokerage Services, LLC.
1.2 Administrative Procedures.
4.1 Form of Senior Medium-Term Note, Series D.
4.2 Form of Senior Subordinated Medium-Term Note, Series D.
8.1 The opinion of Orrick, Herrington & Sutcliffe LLP as to
certain tax matters.
23.1 The consent of Orrick, Herrington & Sutcliffe LLP is contained
in its legal opinion filed as Exhibit 8.1.