<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WELLS FARGO & COMPANY
(Exact name of registrant as specified in charter)
Delaware 6712 41-0449260
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
(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)
Copies to:
Robert J. Kaukol Cary P. Kavy
Wells Fargo & Company Cox & Smith Incorporated
1050 17th Street, Suite 120 112 East Pecan Street, Suite 1800
Denver, Colorado 80265 San Antonio, Texas 78205
(303) 899-5802 (210) 554-5250
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [x] No. 333-86323
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount Of
Amount To Be Offering Price Aggregate Registration
Title Of Securities To Be Registered Registered Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1-2/3 par value (and
associated preferred stock purchase 350,000 N/A 11,331,250 $3150.09
rights)
===========================================================================================================
</TABLE>
Pursuant to its registration statement on Form S-4 (File No. 333-86323),
filed on September 1, 1999 and declared effective as of September 15, 1999,
Wells Fargo & Company registered 1,750,000 shares of its common stock for
issuance in connection with its acquisition of Texas Bancshares, Inc.
<PAGE>
Wells Fargo & Company is filing this registration statement pursuant to
Rule 462(b) under the Securities Act to register an additional 350,000 shares of
its common stock and associated preferred stock purchase rights also for
issuance in connection with the Texas Bancshares acquisition.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) of the Securities Act of 1933 and Instruction K to
Form S-4, Wells Fargo & Company hereby incorporates by reference the contents of
its registration statement on Form S-4 (File No. 333-86323), as filed with the
Commission on September 1, 1999.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Francisco, state of
California, on October 6, 1999.
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
registration statement has been signed on October 6, 1999 by the following
persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ Rodney L. Jacobs Vice Chairman and Chief Financial Officer
- -------------------- (Principal Financial Officer)
Rodney L. Jacobs
/s/ Les L. Quock Senior Vice President and Controller
- ---------------- (Principal Accounting Officer)
Les L. Quock
LES S. BILLER ) RICHARD D. McCORMICK )
J.A. BLANCHARD III ) CYNTHIA H. MILLIGAN )
MICHAEL R. BOWLIN ) PHILIP J. QUIGLEY )
EDWARD M. CARSON ) DONALD B. RICE )
DAVID A. CHRISTENSEN ) IAN M. ROLLAND )
WILLIAM S. DAVILA ) JUDITH M. RUNSTAD ) A majority of
SUSAN E. ENGEL ) SUSAN G. SWENSON ) the Board of
PAUL HAZEN ) DANIEL M. TELLEP ) Directors*
WILLIAM A. HODDER ) CHANG-LIN TIEN )
RODNEY L. JACOBS ) MICHAEL W. WRIGHT )
REATHA CLARK KING ) JOHN A. YOUNG )
RICHARD M. KOVACEVICH )
_________________
* 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
4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
5.1 Opinion of Stanley S. Stroup as to the legality of the shares
to be issued (including consent).
8.1 Opinion of KPMG LLP regarding the material U.S. federal income
tax consequences of the merger (incorporated by reference to
Exhibit 8.1 to registrant's registration statement on Form S-4,
file no. 333-86323).
23.1 Consent of Stanley S. Stroup (included in Exhibit 5.1).
23.2 Consent of KPMG LLP relating to the audited financial
statements of Wells Fargo & Company.
23.3 Consent of KPMG LLP relating to the audited financial
statements of Texas Bancshares, Inc.
23.4 Consent of KPMG LLP regarding its tax opinion.
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[LETTERHEAD OF STANLEY S. STROUP
EXECUTIVE VICE PRESIDENT AND GENERAL
COUNSEL OF WELLS FARGO & COMPANY]
October 6, 1999
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-4 (File No. 333-86323)
(the "First Registration Statement") of Wells Fargo & Company, a Delaware
corporation (the "Company"), pursuant to which the Company registered under the
Securities Act of 1933 (the "Securities Act") 1,750,000 shares of its common
stock, par value $1-2/3 per share ("Common Stock"), and associated preferred
stock purchase rights, which are proposed to be issued in connection with the
merger of a wholly-owned subsidiary of the Company with Texas Bancshares, Inc.
(the "Merger").
The Company is proposing to register under the Securities Act an additional
350,000 shares of Common Stock and associated preferred stock purchase rights
(such shares and rights collectively referred to as the "Shares") also for
issuance in connection with the Merger. In connection therewith, I have
examined such corporate records and other documents, including the registration
statement on Form S-4 relating to the Shares (the "Second Registration
Statement") and the First Registration Statement, the contents of which have
been incorporated by reference into the Second Registration Statement, and have
reviewed such matters of law as I have deemed necessary for this opinion, and I
advise you that in my opinion:
1. The Company is a corporation duly organized and existing under the laws of
the state of Delaware.
2. All necessary corporate action on the part of the Company has been taken to
authorize the issuance of the Shares in connection with the Merger, and,
when issued as described in the First Registration Statement, the Shares
will be legally and validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the registration
statement.
Sincerely,
/s/ Stanley S. Stroup
<PAGE>
Exhibit 23.2
[CONSENT OF INDEPENDENT ACCOUNTANTS]
The Board of Directors
of Wells Fargo & Company
We consent to the incorporation by reference in this registration statement on
Form S-4 of Wells Fargo & Company of our report dated January 19, 1999, with
respect to the consolidated balance sheet of Wells Fargo & Company and
Subsidiaries as of December 31, 1998 and 1997, and the related 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,
1998, and to the reference to our firm under the heading "Experts" in the proxy
statement-prospectus included in an earlier filed registration statement of
Wells Fargo & Company (File No. 333-86323), which registration statement has
been incorporated by reference into this registration statement.
/s/ KPMG LLP
San Francisco, California
October 6, 1999
<PAGE>
Exhibit 23.3
[CONSENT OF INDEPENDENT ACCOUNTANTS]
The Board of Directors
of Texas Bancshares, Inc.
We consent to the incorporation by reference in this registration statement on
Form S-4 of Wells Fargo & Company of our report dated February 25, 1999, with
respect to the consolidated balance sheets of Texas Bancshares, Inc. and
Subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income and comprehensive income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
and to the reference to our firm under the heading "Experts" in the proxy
statement-prospectus included in an earlier filed registration statement of
Wells Fargo & Company (File No. 333-86323), which registration statement has
been incorporated by reference into this registration statement.
/s/ KPMG LLP
San Antonio, Texas
October 6, 1999
<PAGE>
Exhibit 23.4
[CONSENT OF KPMG LLP]
The Board of Directors
of Texas Bancshares, Inc.
We consent to the incorporation by reference in this registration statement on
Form S-4 of Wells Fargo & Company of our opinion dated September 15, 1999
regarding the U.S. federal income tax consequences of the merger of a wholly-
owned subsidiary of Wells Fargo & Company with Texas Bancshares, Inc., which
opinion is included as Exhibit 8.1 to an earlier filed registration statement of
Wells Fargo & Company (File No. 333-86323).
/s/ KPMG LLP
San Antonio, Texas
October 6, 1999
<PAGE>
Exhibit 24.1
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, does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES BILLER, RODNEY L.
JACOBS, STANLEY S. STROUP, 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 Company to
one or more Registration Statements on Form S-4 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Company 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 2,100,000 shares of Common Stock of the Company and any
preferred stock purchase rights associated with such shares, 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 acquisition by the Company of Texas
Bancshares, Inc., San Antonio, Texas, and its subsidiaries, 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 28th day of September, 1999.
/s/ Les S. Biller /s/ Richard D. McCormick
/s/ J. A. Blanchard III /s/ Cynthia H. Milligan
/s/ Michael R. Bowlin
/s/ Edward M. Carson /s/ Philip J. Quigley
/s/ David A. Christensen /s/ Donald B. Rice
/s/ William S. Davila /s/ Ian M. Rolland
/s/ Susan E. Engel /s/ Judith M. Runstad
/s/ Paul Hazen /s/ Susan G. Swenson
/s/ William A. Hodder /s/ Daniel M. Tellep
/s/ Rodney L. Jacobs /s/ Chang-Lin Tien
/s/ Reatha Clark King /s/ Michael W. Wright
/s/ Richard M. Kovacevich /s/ John A. Young
