UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 30, 2008
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-02979
(Commission File Number)
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No. 41-0449260
(I.R.S. Employer
Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
1-866-249-3302
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On October 3, 2008, Wells Fargo & Company (“Wells Fargo” or the “Company”) and Wachovia
Corporation (“Wachovia”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Wachovia will merge with and into the Company
(the “Merger”) with the Company continuing as the surviving corporation.
Subject to the terms and conditions of the Merger Agreement, which has been unanimously
approved by the Boards of Directors of both companies, if the Merger is completed, each share of
Wachovia common stock will be converted into 0.1991 (the “Exchange Ratio”) of a share of the
Company’s common stock. Preferred stock of Wachovia will be exchanged for preferred stock issued by
the Company having substantially identical terms. In addition, as of consummation of the Merger,
outstanding Wachovia stock options and other stock-based awards will be converted into stock
options and other stock-based awards with respect to shares of the Company’s common stock, with
adjustments to reflect the Exchange Ratio.
Consummation of the Merger is subject to certain customary conditions, including, among
others, approval of the shareholders of Wachovia, governmental filings and regulatory approvals and
expiration of applicable waiting periods, accuracy of specified representations and warranties of
the other party, and material compliance by the other party with its obligations under the Merger
Agreement.
Preliminary unaudited pro forma condensed combined financial data reflecting the Merger and
certain historical financial statements of Wachovia are attached hereto as Exhibits 99.1 and 99.2.
Forward-Looking Statements
This filing contains forward-looking statements about Wells Fargo and Wachovia and the
proposed transaction between the companies. There are several factors — many beyond Wells Fargo’s
control — that could cause actual results to differ significantly from expectations described in
the forward-looking statements. Among these factors are the receipt of necessary regulatory
approvals and the approval of Wachovia shareholders. Forward-looking statements speak only as of
the date they are made, and we do not undertake any obligation to update them to reflect changes
that occur after that date.
For a discussion of factors that may cause actual results to differ from expectations, refer
to each company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, and
Annual Report on Form 10-K for the year ended December 31, 2007, including information incorporated
into each company’s 10-K from their respective 2007 annual reports, filed with the Securities and
Exchange Commission (“SEC”) and available on the SEC’s website at www.sec.gov.
More Information About The Merger And Where To Find It
The proposed Merger will be submitted to Wachovia shareholders for their consideration. Wells
Fargo will file with the SEC a registration statement on Form S-4 that will include a proxy
statement of Wachovia that also constitutes a prospectus of Wells Fargo. Wachovia will mail the
proxy statement-prospectus to its shareholders. Wachovia shareholders and other investors are urged
to read the final proxy statement-prospectus when it becomes available because it will describe the
proposed Merger and contain other important information. You may obtain copies of all documents
filed with the SEC regarding the proposed Merger, free of charge, on the SEC’s website at
www.sec.gov. You may also obtain free copies of these documents by contacting Wells Fargo or
Wachovia, as follows:
Wells Fargo & Company, Investor Relations, MAC A0101-025, 420 Montgomery Street, 2nd Floor,
San Francisco, California 94104-1207, (415) 396-3668.
Wachovia Corporation, Attention Investor Relations, One Wachovia Center, 301 South College
Street, Charlotte, North Carolina 28288, (704) 374-6782.
Wells Fargo and Wachovia and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Wachovia shareholders in connection with the
proposed Merger. Information about Wells Fargo’s directors and executive officers and their
ownership of Wells Fargo common stock is contained in the definitive proxy statement for Wells
Fargo’s 2008 annual meeting of stockholders, as filed by Wells Fargo with the SEC on Schedule 14A
on March 17, 2008. Information about Wachovia’s directors and executive officers and their
ownership of Wachovia common stock is contained in the definitive proxy statement for Wachovia’s
2008 annual meeting of shareholders, as filed by Wachovia with the SEC on Schedule 14A on March 10,
2008. You may obtain free copies of these documents by contacting Wells Fargo or Wachovia at the
contact information provided above. The proxy statement-prospectus for the proposed Merger will
provide more information about participants in the solicitation of proxies from Wachovia
shareholders.