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): March 27, 2002
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-2979 No. 41-0449260
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-800-411-4932
Not applicable
(Former name or former address, if changed since last report)
Item 7: Financial Statements and Exhibits
On March 27, 2002, Wells Fargo Capital VI issued its 6.95% Capital
Securities (the "Trust Issuance") and used the proceeds from such
issuance, together with the proceeds of the issuance of its 6.95%
Common Securities, to purchase 6.95% Junior Subordinated Debentures due
April 15, 2032, from Wells Fargo & Company (the "Company Issuance").
The purpose of this Current Report is to file with the Securities and
Exchange Commission the Underwriting Agreement, the Amended and
Restated Declaration of Trust and Trust Agreement, the form of 6.95%
Capital Security and the Guarantee Agreement relating to the Trust
Issuance and the Junior Subordinated Indenture and form of 6.95% Junior
Subordinated Debenture due April 15, 2032, relating to the Company
Issuance.
(c) Exhibits
1.1 Underwriting Agreement dated March 20, 2002, among
Wells Fargo Capital VI, Wells Fargo & Company and the
Representatives named therein.
4.1 Amended and Restated Declaration of Trust and Trust
Agreement dated as of March 27, 2002, among Wells
Fargo & Company, Bank One Trust Company, N.A.,
Wilmington Trust Company, the Administrative Trustees
named therein, and the Holders named therein.
4.2 Form of 6.95% Capital Security (included in Exhibit
4.1).
4.3 Guarantee Agreement dated as of March 27, 2002,
between Wells Fargo & Company and Bank One Trust
Company, N.A.
4.4 Junior Subordinated Indenture dated as of August 29,
2001, between Wells Fargo & Company and Bank One
Trust Company, N.A. (Incorporated by reference to
Exhibit 4.4 to the Company's Form 8-K filed on August
29, 2001 (File No. 001-2979)).
4.5 Form of 6.95% Junior Subordinated Debenture due April
15, 2032.
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SIGNATURE
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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, on April 15, 2002.
WELLS FARGO & COMPANY
By /s/ Les L. Quock
------------------------------------
Les L. Quock
Senior Vice President and Controller
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INDEX TO EXHIBITS
Exhibit No. Description Method of Filing
- ----------- -------------------------------------------------------------------- --------------------------
1.1 Underwriting Agreement dated March 20, 2002, among Wells Fargo Electronic Transmission
Capital VI, Wells Fargo & Company and the Representatives named
therein.
4.1 Amended and Restated Declaration of Trust and Trust Agreement dated Electronic Transmission
as of March 27, 2002, among Wells Fargo & Company, Bank One Trust
Company, N.A., Wilmington Trust Company , the Administrative
Trustees named therein, and the Holders named therein.
4.2 Form of 6.95% Capital Security (included in Exhibit 4.1).
4.3 Guarantee Agreement dated as of March 27, 2002, between Wells Electronic Transmission
Fargo & Company and Bank One Trust Company, N.A.
4.4 Junior Subordinated Indenture dated as of August 29, 2001, between Incorporated by Reference
Wells Fargo & Company and Bank One Trust Company, N.A. (1)
4.5 Form of 6.95% Junior Subordinated Debenture due April 15, 2032. Electronic Transmission
- ----------------------
(1) Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K
filed on August 29, 2001 (File No. 001-2979).
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