WELLS FARGO & CO/MN
S-8 POS, 1998-11-27
NATIONAL COMMERCIAL BANKS
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<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1998
                                                      REGISTRATION NO. 333-62877
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               ------------------
                              WELLS FARGO & COMPANY
                      (FORMERLY NAMED NORWEST CORPORATION)
             (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
                               SIXTH AND MARQUETTE
                        MINNEAPOLIS, MINNESOTA 55479-1026
                                  612-667-8858
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                               ------------------


<PAGE>


<TABLE>
<CAPTION>

ITEM 8    EXHIBITS
<S>       <C>
          24.2  Power of Attorney.

          99.1. Long-Term Incentive Compensation Plan, as amended effective July
                28, 1998 (incorporated by reference to Exhibit 10(a) to the
                Registrant's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1998).
</TABLE>


<PAGE>

                                   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 TO REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO,
STATE OF CALIFORNIA, ON NOVEMBER 25, 1998.

                                     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-8 HAS BEEN
SIGNED ON NOVEMBER 25, 1998 BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED:


  /s/ Richard M. Kovacevich         President and Chief Executive Officer
- ----------------------------
  Richard M. Kovacevich             (Principal Executive Officer)


  /s/ Rodney L. Jacobs              Vice Chairman and Chief
- ----------------------------
  Rodney L. Jacobs                  Financial Officer
                                    (Principal Financial Officer)

  /s/ Les L. Quock                  Controller
- ----------------------------
  Les L. Quock                      (Principal Accounting Officer)

LES BILLER                  )
J.A. BLANCHARD III          )
DAVID A. CHRISTENSEN        )
SUSAN E. ENGEL              )
WILLIAM A. HODDER           )
RODNEY L. JACOBS            )
REATHA CLARK KING           )              A majority of the
RICHARD M. KOVACEVICH       )              Board of Directors*
RICHARD D. McCORMICK        )
CYNTHIA H. MILLIGAN         )
BENJAMIN F. MONTOYA         )
IAN M. ROLLAND              )
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


<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>


Exhibit                                                                                    Form of
Number  Description                                                                        Filing
- ------  -----------                                                                        -------
<S>     <C>                                                                        <C>
24.2    Power of Attorney                                                          Electronic Transmission

99.1    Long-Term Incentive Compensation Plan, as amended effective July 28, 1998
        (incorporated by reference to Exhibit 10(a) to the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended September 30, 1998).
</TABLE>



<PAGE>


                                                                    EXHIBIT 24.2

                              WELLS FARGO & COMPANY

                                Power of Attorney
                           of Director and/or Officer


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of WELLS FARGO & COMPANY, a Delaware corporation, formerly named Norwest
Corporation, does hereby make, constitute and appoint RICHARD M. KOVACEVICH, LES
BILLER, STANLEY S. STROUP, JOHN T. THORNTON, and LAUREL A. HOLSCHUH, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement on Form S-8 or other applicable
form, and all amendments, including post-effective amendments, thereto, to be
filed by said Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of a maximum of 37,000,000 shares of Common Stock of the
Corporation, adjusted for any change in the number of outstanding shares of
Common Stock resulting from stock splits, reverse stock splits or stock
dividends occurring after the date hereof, which may be issued in connection
with the Norwest Corporation Long-Term Incentive Plan, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of November, 1998.


                                                /s/ Rodney L. Jacobs



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