-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JP8OHT1ILGDbJz+9LrR6XBknwVN/YECwdA9dYNTBnz3NqbhpAZFEEwEXGgsdIIae io5FcHHCY5+Tcuew6tfRjw== 0001045969-00-000941.txt : 20001205 0001045969-00-000941.hdr.sgml : 20001205 ACCESSION NUMBER: 0001045969-00-000941 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001204 EFFECTIVENESS DATE: 20001204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-45384 FILM NUMBER: 782730 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST STREET 2: SIXTH & MARQUETTE CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: NORWEST CENTER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 S-8 POS 1 0001.txt POST EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 As filed with the Securities and Exchange Commission on December 4, 2000 Registration Statement No. 333-45384 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 Under The Securities Act of 1933 --------------- WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 6712 41-0449260 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 420 Montgomery Street San Francisco, California 94163 415-477-1000 (Address, including zip code, and telephone number, including area code. of registrant's principal executive offices) Stanley S. Stroup Executive Vice President and General Counsel Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 415-396-6019 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Robert J. Kaukol Wells Fargo & Company 1050 17th Street, Suite 120 Denver, Colorado 80265 303-899-5802 ------------------------------ Brenton Banks, Inc. - 1996 Stock Option Plan (Full title of the plan) ------------------------------ This Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 covers shares of the common stock, $1-2/3 par value, and associated preferred stock purchase rights (together with such purchase rights, the "Shares"), of Wells Fargo & Company (the "Registrant") that may be issued by the Registrant under the plan identified above. The Registrant originally registered the Shares pursuant to its Registration Statement on Form S-4 filed on September 8, 2000 (File No. 333-45384). The Registrant paid the registration fee at the time of filing of the Form S-4 Registration Statement. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by Registrant (File No. 001-02979) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: o Annual Report on Form 10-K for the year ended December 31, 1999, including information specifically incorporated by reference into the Form 10-K from Registrant's 1999 Annual Report to Stockholders and Registrant's definitive Notice and Proxy Statement for Registrant's 2000 Annual Meeting of Stockholders; o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; o Current Report on Form 8-K filed November 30, 2000, which includes as Exhibits 99(a) and 99(b), respectively, the Supplemental Consolidated Management's Discussion and Analysis of Results of Operations and Financial Condition and Supplemental Financial Statements of Wells Fargo as of and for the three years ended December 31, 1999, and the Supplemental Consolidated Management's Discussion and Analysis of Results of Operations and Financial Condition and Supplemental Financial Statements of Wells Fargo as of and for the nine months ended September 30, 2000. o Current Reports on Form 8-K filed January 18, 2000, January 26, 2000, April 12, 2000, April 18, 2000, July 18, 2000, September 28, 2000 and October 17, 2000; o The description of Registrant's common stock contained in Registrant's Current Report on Form 8-K filed October 14, 1997, including any amendment or report filed to update such description; o The description of Registrant's preferred stock purchase rights contained in Registrant's Registration Statement on Form 8-A dated October 21, 1998, including any amendment or report filed to update such description; and All documents filed by Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof 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 hereof. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. II-1 Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes indemnification of directors and officers of a Delaware corporation under certain circumstances against expenses, judgments and the like in connection with action, suit or proceeding. Article Fourteenth of the Restated Certificate of Incorporation of the registrant. The Registrant also maintains insurance coverage relating to certain liabilities of directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a posteffective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent posteffective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 of section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such posteffective 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. II-2 (3) To remove from registration by means of a posteffective 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 Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on December 4, 2000. WELLS FARGO & COMPANY By: /s/ Richard M. Kovacevich ------------------------------------- Richard M. Kovacevich President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-4 has been signed on December 4, 2000 by the following persons in the capacities indicated: /s/ Richard M. Kovacevich President and Chief Executive Officer - ------------------------------------- (Principal Executive Officer) Richard M. Kovacevich /s/ Ross J. Kari Executive Vice President - ------------------------------------- and Chief Financial Officer Ross J. Kari (Principal Financial Officer) /s/ Les L. Quock Senior Vice President and Controller - ------------------------------------- (Principal Accounting Officer) Les L. Quock LES BILLER RICHARD D. McCORMICK MICHAEL R. BOWLIN CYNTHIA H. MILLIGAN DAVID A. CHRISTENSEN PHILIP J. QUIGLEY SUSAN E. ENGEL DONALD B. RICE A majority of the ROBERT L. JOSS JUDITH M. RUNSTAD Board of Directors* REATHA CLARK KING CHANG-LIN TIEN MICHAEL W. WRIGHT - -------------- *Richard M. Kovacevich, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by such persons. /s/ Richard M. Kovacevich ----------------------------------------- Richard M. Kovacevich Attorney-in-Fact II-4 INDEX TO EXHIBITS
Exhibit Form of Number Description Filing - ------ ----------- -------- 3 Agreement and Plan of Reorganization, dated as of July 6, 2000, by and among Wells Fargo & Company, Brenton Banks, Inc. and Brenton Bank (incorporated by reference to Appendix A to Wells Fargo's Pre-Effective Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-45384) filed on October 17, 2000. 4(a) Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(b) to Registrant's Current Report on Form 8-K dated June 28, 1993. Certificates of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated July 3, 1995, and Exhibits 3(b) and 3(c) to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). (b) Certificate of Change of Location of Registered Office and Change of Registered Agent (incorporated by reference to Exhibit 3(b) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). (c) Certificate of Designations for ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994). (d) Certificate of Designations for 1995 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995). (e) Certificate Eliminating the Certificate of Designations for Registrant's Cumulative Convertible Preferred Stock, Series B (incorporated by reference to Exhibit 3(a) to Registrant's Current Report on Form 8-K dated November 1, 1995). (f) Certificate Eliminating the Certificate of Designations for Registrant's 10.24% Cumulative Preferred Stock (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated February 20, 1996). (g) Certificate of Designations for 1996 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated February 26, 1996). (h) Certificate of Designations for 1997 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated April 14, 1997). (i) Certificate of Designations for 1998 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K dated April 20, 1998).
Exhibit Form of Number Description Filing - ------ ----------- -------- (j) Certificate of Designations for 1999 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(b) to Registrant's Current Report on Form 8-K dated April 21, 1999). (k) Certificate of Designations for 2000 ESOP Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(o) to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 30, 2000). (l) Certificate of Designations for Adjustable Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 3(j) to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). (m) Certificate of Designations for Fixed/Adjustable Rate Noncumulative Preferred Stock, Series H (incorporated by reference to Exhibit 3(k) to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). (n) Certificate of Designations for Series C Junior Participating Preferred Stock (incorporated by reference to Exhibit 3(l) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998). (o) Certificate Eliminating the Certificate of Designations for Registrant's Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3(a) to Registrant's Current Report on Form 8-K dated April 21, 1999). (p) Bylaws (incorporated by reference to Exhibit 3(m) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998). (q) Rights Agreement, dated as of October 21, 1998, between Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form 8-A dated October 21, 1998). 5 Opinion of Stanley S. Stroup.* 23.1 Consent of Stanley S. Stroup (included as part of Exhibit 5). 23.2 Consent of KPMG LLP. Electronic Transmission 24 Powers of Attorney.*
- -------------- * Previously filed. EX-23.2 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 [LETTERHEAD OF KPMG LLP] CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (No. 333-45384 relating to the acquisition of Brenton Banks, Inc. and Brenton Bank) of Wells Fargo & Company (the "Company"), of our report dated November 27, 2000, with respect to the supplemental consolidated balance sheet of Wells Fargo & Company and Subsidiaries as of December 31, 1999 and 1998, and the related supplemental consolidated statements of income, changes in stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 1999 (the "supplemental consolidated financial statements"), which report appears in the Company's Supplemental Annual Report filed on November 30, 2000, on Form 8-K. Our report contains an explanatory paragraph that states that the supplemental consolidated financial statements give retroactive effect to the merger of the Company and First Security Corporation on October 25, 2000, which has been accounted for as a pooling-of-interests as described in Note 1 to the supplemental consolidated financial statements. /s/ KPMG LLP San Francisco, California December 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----