As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 33-64575
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE Amendment No. 1
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ON FORM S-8
----------------------
WELLS FARGO & COMPANY
(Exact name of issuer as specified in its charter)
Delaware 13-2553920
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
----------
420 Montgomery Street
San Francisco, California 94163
(415) 477-1000
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
----------
1991 PERFORMANCE STOCK PLAN (AS AMENDED)
1991 DIRECTOR OPTION PLAN (AS AMENDED AND RESTATED)
1988 PERFORMANCE STOCK PLAN
1983 PERFORMANCE STOCK PLAN (AS AMENDED)
(Full titles of the plans)
----------
Guy Rounsaville, Jr.
Executive Vice-President, Chief Counsel and Secretary
420 Montgomery Street
San Francisco, California 94163
(415) 477-1000
(Name, address and telephone number, including area code, of agent for service)
----------
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form
S-8 relates to options to purchase shares of the Common Stock, $2.00 par value,
of First Interstate Bancorp, a Delaware corporation ("First Interstate"), which
were assumed by Wells Fargo & Company (the "Registrant") upon the effective time
of a merger of First Interstate with and into the Registrant, on April 1, 1996.
Such options are now exercisable to purchase shares of Common Stock par value
$5.00 per share, of the Registrant ("Common Stock"). These shares of Common
Stock were originally registered on the Registrant's Registration Statement on
Form S-4 to which this is an amendment; accordingly, the registration fee in
respect of such Common Stock was paid at the time of the original filing of the
Registration Statement relating to such Common Stock.
================================================================================
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report filed with the Commission on Form
10-K, File No. 01-06214, for the fiscal year ended December 31,
1995 (excluding the information contained therein described in
Item 402(a)(8) of the Commission's Regulation S-K);
(b) The Registrant's Current Reports filed with the Commission on Form
8-K, File No. 01-06214, on January 16, 1996, January 24, 1996,
January 31, 1996 and February 29, 1996;
(c) The Registrant's Registration Statement filed with the Commission
on Form S-4, File No. 33-64575;
(d) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-B, File No. 01-06214, filed with
the Commission on June 17, 1987; and any amendment or report filed
for the purposes of updating such description filed after the date
of this Amendment; and
(e) First Interstate Bancorp's Annual Report filed with the Commission
on Form 10-K, File No. 61-06214, for the fiscal year ended
December 31, 1995 (excluding information obtained therein
described in Item 402(a)(8) of the Commission's Regulation S-K).
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is incorporatd or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Item 4. Description of Capital Stock
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
II-1.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law ("DCGL"), Article Fifth of the the Registrant certificate eliminates the
monetary liability of a director to the corporation or its stockholders for
breach of fiduciary duty as a director, with the following exceptions, as
required by Delaware law: (i) breach of the director's duty of loyalty to the
corporation or its stockholder; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)
payment of unlawful dividends or the making of unlawful stock purchases or
redemptions; or (iv) any transaction from which the director derived an improper
personal benefit.
In addition, under Section 145 of the DGCL, a corporation may indemnify
a director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed Proceeding (other than an action by or in the right of the
corporation) if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of the corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of any threatened, pending or completed action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that a
court determines upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Article IV of the Registrant's Bylaws
(Exhibit 3.2 hereto) provides for indemnification of its directors, officers,
employees, and other agents to the fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit Number Exhibit
4.1 Agreement and Plan of Merger, dated as of January 23, 1996, by
and between the Registrant and First Interstate Bancorp, as
amended as of February 23, 1996, excluding all annexes and
schedules, incorporated by reference to Appendix A to the
Joint Proxy Statement of WF & Company and First
Interstate Bancorp and the Prospectus of Wells Fargo & Company
dated February 27, 1996. The Registrant agrees to furnish
supplementally copies of omitted annexes and schedules to the
Commission upon request.*
4.2 Restated Certificate of Incorporation of the Registrant dated
March 3, 1987, incorporated by reference to Exhibit 3(a) to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.*
4.3 Bylaws of the Registrant, as amended April 18, 1995,
incorporated by reference to Exhibit 3(e) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1995*
5 Opinion of Sullivan & Cromwell*
23.1 Consent of KMPG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Sullivan & Cromwell is contained in Exhibit 5
24 Power of Attorney (included on signature page of original
filing)*
99.1 1991 Performance Stock Plan (as amended) (incorporated by
reference to First Interstate Bancorp's Registration Statement
No. 33-38903 on Form S-8)*
II-2.
99.2 First Amendment to the 1991 Performance Stock Plan
99.3 Second Amendment to the 1991 Performance Stock Plan
99.4 Third Amendment to the 1991 Performance Stock Plan
99.5 1991 Director Option Plan (as amended and restated)
(incorporated by reference to First Interstate Bancorp's
Registration Statement No. 33-37299 on Form S-8)*
99.6 First Amendment to the 1991 Director Option Plan
99.7 1988 Performance Stock Plan (incorporated by reference to
First Interstate Bancorp's Registration Statement No. 33-23404
on Form S-8)*
99.8 First Amendemnt to the 1988 Performance Stock Plan
99.9 Second Amendment to the 1988 Performance Stock Plan
99.10 1983 Performance Stock Plan (as amended) (incorporated by
reference to First Interstate Bancorp's Registration Statement
No. 2-82812 on Form S-8)*
99.11 First Amendment to the 1983 Performance Stock Plan
99.12 Second Amendment to the 1983 Performance Stock Plan
99.13 Third Amendment to the 1983 Performance Stock Plan
- ---------------------
* Previously filed
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required by those clauses to be included in a
post-effective amendment is contained in the periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the provisions and agreements summarized in Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-3.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post-Effective Amendment No. 1 on Form S-8 to be signed on
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 2nd day of April, 1996.
Wells Fargo & Company
By /s/ RODNEY L. JACOBS
-----------------------------------------
Rodney L. Jacobs
Vice Chairman and Chief Financial Officer
Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ PAUL HAZEN Chairman of the Board, April 1, 1996
- ------------------------- Chief Executive Officer
Paul Hazen and Director (Principal
Executive Officer)
/s/ RODNEY L. JACOBS Vice Chairman and Chief April 1, 1996
- ------------------------- Financial Officer (Principal
Rodney L. Jacobs Financial Officer)
/s/ FRANK A. MOESLEIN Executive Vice President April 1, 1996
- ------------------------- and Controller (Principal
Frank A. Moeslein Accounting Officer)
/s/ H. JESSE ARNELLE Director April 1, 1996
- -------------------------
H. Jesse Arnelle
/s/ WILLIAM R. BREUNER Director April 1, 1996
- -------------------------
William R. Breuner
/s/ WILLIAM S. DAVILA Director April 1, 1996
- -------------------------
William S. Davila
/s/ RAYBURN S. DEZEMBER Director April 1, 1996
- -------------------------
Rayburn S. Dezember
/s/ ROBERT K. JAEDICKE Director April 1, 1996
- -------------------------
Robert K. Jaedicke
II-4.
Signatures Title Date
/s/ ELLEN M. NEWMAN Director April 1, 1996
- -------------------------
Ellen M. Newman
/s/ PHILIP J. QUIGLEY Director April 1, 1996
- -------------------------
Philip J. Quigley
/s/ CARL E. REICHARDT Director April 1, 1996
- -------------------------
Carl E. Reichardt
/s/ DONALD B. RICE Director April 1, 1996
- -------------------------
Donald B. Rice
/s/ SUSAN G. SWENSON Director April 1, 1996
- -------------------------
Susan G. Swenson
/s/ CHANG-LIN TIEN Director April 1, 1996
- -------------------------
Chang-Lin Tien
/s/ JOHN A. YOUNG Director April 1, 1996
- -------------------------
John A. Young
/s/ WILLIAM F. ZUENDT Director April 1, 1996
- -------------------------
William F. Zuendt
*By: /s/ RODNEY L. JACOBS
- -------------------------
Attorney-in-Fact
Rodney L. Jacobs
Director
- -------------------------
Edward M. Carson
Director
- -------------------------
Myron Du Bain
Director
- -------------------------
Don C. Frisbee
Director
- -------------------------
Thomas L. Lee
Director
- -------------------------
William F. Miller
Director
- -------------------------
Richard J. Stegemeier
Director
- -------------------------
Daniel M. Tellep
II-5.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
Wells Fargo & Company
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
23.1 Consent of KMPG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
99.2 First Amendment to the 1991 Performance Stock Plan
99.3 Second Amendment to the 1991 Performance Stock Plan
99.4 Third Amendment to the 1991 Performance Stock Plan
99.6 First Amendment to the 1991 Director Option Plan
99.8 First Amendment to the 1988 Performance Stock Plan
99.9 Second Amendment to the 1988 Performance Stock Plan
99.11 First Amendment to the 1983 Performance Stock Plan
99.12 Second Amendment to the 1983 Performance Stock Plan
99.13 Third Amendment to the 1983 Performance Stock Plan