<PAGE>
As filed with the Securities and Exchange Commission on July 5, 1994
Registration No. 33-_____
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 13-2553920
(State of incorporation) (I.R.S. Employer identification No.)
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
WELLS FARGO & COMPANY LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
____________________
PATRICIA R. CALLAHAN
Executive Vice President and Personnel Director
Wells Fargo & Company
420 Montgomery Street, San Francisco, California 94104
(415) 396-5196
(Name, address and telephone number of agent for service)
____________________
Copy to:
GUY ROUNSAVILLE, JR.
Executive Vice President, Chief Counsel and Secretary
Wells Fargo & Company
420 Montgomery Street, San Francisco, California 94104
____________________
CALCULATION OF REGISTRATION FEE
==========================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price Fee
- --------------------------------------------------------------------------
Common Stock, 2,000,000
Par Value $5 shares $153.38 $306,760,000 $105,779.31
==========================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Based upon the average of the high and low prices reported for the
Common Stock on the New York Stock Exchange Composite Tape on June 27,
1994, in accordance with Rule 457(c).
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this
Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993;
(b) The Company's Current Reports on Form 8-K filed
January 20 and April 19, 1994, and the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994; and
(c) The description of the Company's Common Stock included
in Item 4 of the Company's Registration Statement on Form 8-B,
filed June 17, 1987.
All reports and definitive proxy or information statements
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effec-
tive amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold shall also 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.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock registered hereby
have been passed upon for the Company by Guy Rounsaville, Jr.,
Executive Vice President, Chief Counsel and Secretary of the
Company. As of May 31, 1994, Mr. Rounsaville owned 6,000 shares
of Common Stock, had beneficial ownership of an additional 1,326
shares through the Company's Tax Advantage and Retirement Plan,
had been awarded options to purchase 27,275 shares of Common
Stock and, subject to continued employment through July 1, 1994,
had the right to receive an additional 440 shares.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law,
the Company has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act of 1933. The
Company's By-Laws require the Company to indemnify its directors,
officers and employees to the full extent permitted by Delaware
II-1<PAGE>
<PAGE>
law against certain liabilities and expenses incurred as a result
of proceedings involving such persons in their capacities as
such, including proceedings under the Securities Act of 1933 or
the Securities Exchange Act of 1934. The By-Laws further provide
that rights conferred under such By-Laws shall not be deemed to
be exclusive of any other right such persons may have or acquire
under any statute, provision of any certificate of incorporation,
by-law, agreement, vote of stockholders, disinterested directors
or otherwise. The Restated Certificate of Incorporation of the
Company precludes, with certain exceptions, the Company and its
stockholders from recovering monetary damages from directors for
business decisions found by a court to have been negligent or
grossly negligent, including decisions relating to a change in
control of the Company.
Subject to certain deductibles and exclusions as to cover-
age, under policies of insurance issued to the Company each
director and each officer of the Company and all of its subsidi-
aries, and each such person serving at the request of the Company
as a director of an unaffiliated corporation, is insured with an
annual aggregate limit of $105,000,000 against liability for
losses incurred by them while acting in their capacities as such
directors or officers. Subject to deductibles and exclusions
under the same policies, the Company is entitled to reimbursement
under such policies for certain amounts paid by it as
indemnification to such directors and officers. As authorized by
Section 145 of the Delaware General Corporation Law, the cost of
such insurance is borne by the Company.
Item 8. Exhibits.
4 Wells Fargo & Company Long-Term Incentive Plan.
5 Opinion of Guy Rounsaville, Jr.
23(a) Consent of KPMG Peat Marwick.
23(b) Consent of Guy Rounsaville, Jr., contained in the
opinion filed as Exhibit 5 hereto.
24 Power of Attorney, set forth on pages II-5 through
II-7 of this Registration Statement.
Item 9. Undertakings.
A. To File Post-Effective Amendments.
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:
II-2<PAGE>
<PAGE>
(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 post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and
(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 (1)(i) and (1)(ii) 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 Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 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 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.
(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. To Renew Annually.
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 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. To Submit Indemnification Claims to Court.
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 fore-
going provisions, or otherwise, the Registrant has been advised
II-3<PAGE>
<PAGE>
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 pay-
ment 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 jurisdic-
tion 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-4<PAGE>
<PAGE>
SIGNATURES
The Registrant
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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City and County of San Francisco, State of California, on the
21st day of June 1994.
WELLS FARGO & COMPANY
By: PATRICIA R. CALLAHAN
Patricia R. Callahan
Executive Vice President
and Personnel Director
POWER OF ATTORNEY
KNOW EVERYONE BY THESE PRESENTS:
That the undersigned officers and directors of Wells Fargo &
Company, a Delaware corporation, do hereby constitute and appoint
Carl E. Reichardt, Paul Hazen, Rodney L. Jacobs, Patricia R.
Callahan, and any one of them, the lawful attorney and agent,
with power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or require-
ments of the Securities and Exchange Commission in connection
with this Registration Statement or any amendment thereto. With-
out limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the
names of the undersigned in the capacities indicated below to
this Registration Statement, to any and all amendments and
supplements to this Registration Statement and to any and all
instruments or documents filed as part of or in conjunction with
this Registration Statement or amendments or supplements thereto,
and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents or any of them shall do or cause to be
done by virtue hereof.
II-5<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated:
Signature Title Date
CARL E. REICHARDT Chairman of the June 21, 1994
Carl E. Reichardt Board (Principal
Executive Officer)
PAUL HAZEN President and June 21, 1994
Paul Hazen Director
RODNEY L. JACOBS Vice Chairman and June 21, 1994
Rodney L. Jacobs Chief Financial
Officer (Principal
Financial Officer)
FRANK A. MOESLEIN Executive Vice June 30, 1994
Frank A. Moeslein President and
Controller
(Principal
Accounting Officer)
H. JESSE ARNELLE Director June 21, 1994
H. Jesse Arnelle
WILLIAM R. BREUNER Director June 21, 1994
William R. Breuner
WILLIAM S. DAVILA Director June 21, 1994
William S. Davila
RAYBURN S. DEZEMBER Director June 21, 1994
Rayburn S. Dezember
ROBERT K. JAEDICKE Director June 21, 1994
Robert K. Jaedicke
II-6<PAGE>
<PAGE>
Signature Title Date
Director
Paul A. Miller
Director
Ellen M. Newman
PHILIP J. QUIGLEY Director June 21, 1994
Philip J. Quigley
DONALD B. RICE Director June 21, 1994
Donald B. Rice
CHANG-LIN TIEN Director June 21, 1994
Chang-Lin Tien
JOHN A. YOUNG Director June 21, 1994
John A. Young
II-7<PAGE>
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Page
4 Wells Fargo & Company
Long-Term Incentive Plan.
5 Opinion of Guy Rounsaville, Jr.
23(a) Consent of KPMG Peat Marwick.
23(b) Consent of Guy Rounsaville, Jr.
is contained in his opinion
filed as Exhibit 5 hereto.
24 Power of Attorney is set forth
on pages II-5 through II-7 of
this Registration Statement.
<PAGE>
<PAGE>
Exhibit 5
June 21, 1994
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94163
Ladies and Gentlemen:
Reference is made to the filing by Wells Fargo &
Company with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities Act of
1933 relating to 2,500,000 shares of its Common Stock issuable
under the Wells Fargo & Company Long-Term Incentive Plan. In my
opinion, to the extent that shares of Common Stock are issued
originally under the Plan (as opposed to shares from the
Company's treasury), such shares of Common Stock, when issued in
accordance with the provisions of the aforesaid Plan and
Registration Statement, will be validly issued, fully paid and
nonassessable.
I consent to the reference to me under Item 5 of the
Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
GUY ROUNSAVILLE, JR.
<PAGE>
<PAGE>
Exhibit 23(a)
The Board of Directors
Wells Fargo & Company:
We consent to the incorporation by reference in the
registration statement on Form S-8 filed July 5, 1994 of Wells
Fargo & Company of our report dated January 18, 1994 relating to
the consolidated balance sheets of Wells Fargo & Company and
Subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 1993.
KPMG Peat Marwick
San Francisco, California
July 5, 1994
