<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
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)
<TABLE>
<S> <C> <C>
DELAWARE 6712 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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
__________________
WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN
(Full titles of plan)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to Be to Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 $36.25(2) $108,750,000(2) $32,302.50
(par value $1-2/3 per share) (1)
========================================================================================================
</TABLE>
(1) Each share of the Registrant's common stock includes one preferred stock
purchase right.
(2) Estimated solely for the purpose of computing the registration fee.
__________________________
<PAGE>
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. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Prospectus:
. Annual Report on Form 10-K for the year ended December 31, 1998;
. Current Report on Form 8-K filed January 29, 1999;
. Current Report on Form 8-K filed October 13, 1997, containing a description
of the Common Stock;
. Registration Statement on Form 8-A dated October 21, 1998, containing a
description of preferred stock purchase rights attached to shares of the
Common Stock; 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.
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 provides for broad indemnification of
directors and officers. 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.
II-1
<PAGE>
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) ((S)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.
(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) 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
II-2
<PAGE>
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
<PAGE>
SIGNATURES
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 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 MARCH 18,
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 ON FORM S-8 HAS BEEN SIGNED ON MARCH 18, 1999 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 Senior Vice President and Controller
----------------
Les L. Quock (Principal Accounting Officer)
LES BILLER )
J.A. BLANCHARD III )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL )
PAUL HAZEN )
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
II-4
<PAGE>
PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE WELLS FARGO & COMPANY TAX ADVANTAGE AND RETIREMENT PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-8 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF
CALIFORNIA, ON MARCH 18, 1999.
WFC HOLDINGS CORPORATION
By: /s/ Richard M. Kovacevich
--------------------------
Richard M. Kovacevich
President
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Form of
Number Description Filing
- ------ ----------- ------
4.1 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).
4.1.1 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).
4.1.2 Certificate of Designations for Cumulative
Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Registrant's Current
Report on Form 8-K dated January 9, 1995).
4.1.3 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).
4.1.4 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
November 26, 1996).
4.1.5 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 14, 1998).
4.1.6 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).
4.1.7 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).
4.1.8 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).
4.1.9 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).
<PAGE>
Exhibit Form of
Number Description Filing
- ------ ----------- ------
4.1.10 Certificate Eliminating the Certificate of
Designations for 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).
4.1.11 Certificate Eliminating the Certificate of
Designations for 10.24% Cumulative Preferred
Stock (incorporated by reference to Exhibit 3 to
Registrant's Current Report on Form 8-K dated
February 20, 1996).
4.2 By-Laws (incorporated by reference to Exhibit
3(m) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998).
4.3 Rights Agreement, dated as of October 21, 1998,
between Norwest Corporation (now named Wells
Fargo & Company) 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. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part
of Exhibit 5).
23.2 Consent of KPMG LLP. Electronic
Transmission
24.1 Powers of Attorneys (incorporated by reference
to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-63247) filed on
September 11, 1998).
24.2 Powers of Attorney. Electronic
Transmission
99.1 Wells Fargo & Company Tax Advantage and
Retirement Plan and Trust (incorporated by
reference to Exhibit 99.1 to Registrant's
Registration Statement on Form S-8 filed
November 30, 1998 (File No. 333-68093).
99.2 Amendment No. 1 to the Wells Fargo & Company Tax
Advantage and Retirement Plan and Trust
(incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement on Form S-8
filed November 30, 1998 (File No. 333-68093).
99.3 Amendment No. 2 to the Wells Fargo & Company Tax
Advantage and Retirement Plan and Trust
(incorporated by reference to Exhibit 99.3 to
Registrant's Registration Statement on Form S-8
filed November 30, 1998 (File No. 333-68093).
99.4 Amendment to the Employee Benefit Plans
Sponsored by former Wells Fargo & Company
(incorporated by reference to Exhibit 99.4 to
Registrant's Registration Statement on Form S-8
filed November 30, 1998 (File No. 333-68093).
<PAGE>
EXHIBIT 5
March 18, 1999
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 3,000,000 shares of the common stock, par value of $1-2/3 per
share, of Wells Fargo & Company, a Delaware corporation formerly named Norwest
Corporation (the "Company"), and related preferred stock purchase rights (such
shares and rights collectively the "Shares"), which may be issued pursuant to
the Tax Advantage and Retirement Plan (the "Plan"), I have examined such
corporate records and other documents, including the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission relating to the
Shares (the "Registration Statement"), and have reviewed such matters of law as
I have deemed necessary for this opinion. 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. When issued in accordance with the terms of the Plan, 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.
Very truly yours,
/s/ Stanley S. Stroup
Stanley S. Stroup
Executive Vice President
and General Counsel
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Wells Fargo & Company
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wells Fargo & Company of our report dated January 19, 1999, relating
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, which
report is incorporated by reference in the December 31, 1998 Annual Report on
Form 10-K of Wells Fargo & Company.
/s/ KPMG LLP
March 18, 1999
San Francisco, California
<PAGE>
EXHIBIT 24.2
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES S. 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 the 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 the 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 5,000,000 shares of Common Stock of the
Corporation, including associated preferred stock purchase rights and an
indeterminate amount of related plan participation interests, 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,
issuable in connection with the Tax Advantage and Retirement 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
15th day of March, 1999.
/s/ Paul Hazen
<PAGE>
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES S. 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 the 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 the 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 5,000,000 shares of Common Stock of the
Corporation, including associated preferred stock purchase rights and an
indeterminate amount of related plan participation interests, 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,
issuable in connection with the Tax Advantage and Retirement 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
15th day of March, 1999.
/s/ Rodney L. Jacobs
