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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-2979
(Check one)
[ ] Form 10-K and Form 10-KSB [X] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended: December 31, 1998
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended: Not applicable
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the items(s) to which the notification relates: Not applicable
PART I
REGISTRANT INFORMATION
Full name of registrant: Wells Fargo & Company
Norwest Corporation Savings Investment Plan
Former name if applicable: Norwest Corporation
Address of principal
executive office: 420 Montgomery Street
San Francisco, California 94163
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X]
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period.
The Annual Report on Form 11-K for the year ended December 31, 1998 for
the Norwest Corporation Savings Investment Plan could not be filed by
the prescribed due date because of the inability of KPMG LLP to
complete the audit procedures necessary for KPMG to issue by that date
an unqualified report on the financial statements of the Savings
Investment Plan to be included in the Form 11-K. Completion of the
necessary audit procedures requires additional time because of the
large number of employee benefit plans (16) that were merged into the
Savings Investment Plan during calendar year 1998 and because of the
conversion of record keeping systems used to generate data necessary to
support KPMG's report. The merged plans were assumed by Wells Fargo &
Company (formerly Norwest Corporation) in connection with acquisitions
closed on or before December 31, 1998.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Les L. Quock
Senior Vice President and Controller
Wells Fargo & Company
(415) 396-8512
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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WELLS FARGO & COMPANY
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 30, 1999 By: /s/ Les L. Quock
Les L. Quock
Senior Vice President and Controller
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EXHIBIT A
STATEMENT OF KPMG LLP
KPMG LLP was unable to complete the audit procedures necessary for KPMG
to issue, by the prescribed due date, an unqualified report on the financial
statements of the Norwest Corporation Savings Investment Plan to be included in
the Saving Investment Plan's Annual Report on Form 11-K for the year ended
December 31, 1998, due in part to the large number of employee benefit plans
(16) merged into the Savings Investment Plan and due also in part to the
conversion of record keeping systems used to generate data necessary to support
KPMG's report. The merger into the Savings Investment Plan of this number of
other employee benefit plans is requiring KPMG to spend significant time
reviewing documentation relating to the merged plans and reconciling specific
funds transfers.
/s/ KPMG LLP
KPMG LLP
Certified Public Accountants
San Francisco, California
June 30, 1999
[S:RJK:SECURITIESANDEXCHANGE]
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