Ellen R. Patterson
Senior Executive Vice President and General Counsel
Wells Fargo & Company
30 Hudson Yards, Floor 61
New York, NY 10001
(415) 979-0775
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Janet McGinness
Assistant General Counsel and Managing Director
Wells Fargo & Company
30 Hudson Yards, Floor 61
New York, NY 10001
(415) 979-0775
Indicate by check mark whether the Wells Fargo is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the Wells Fargo has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
Wells Fargo & Company (“Wells Fargo”), is filing with the Securities and Exchange Commission (the “Commission”) this Post-
Effective Amendment to deregister any and all shares of Wells Fargo’s common stock, par value $1-2/3 per share (“Common Stock”) and
deferred compensation obligations of Wells Fargo (“Deferred Compensation Obligations”) previously registered but unsold or otherwise
unissued under the following registration statements as of the date hereof (collectively, the “Registration Statements”):
•Registration Statement on Form S-4 No. 333-154879, filed with the SEC on October 31, 2008, as amended by Post-Effective
Amendment No. 1 on Form S-8 filed with the SEC on January 2, 2009, registering 499,999,000 shares of Common Stock issuable
under (i) the Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan, (ii) the A.G. Edwards, Inc. 1988 Incentive
Stock Plan, (iii) the Wachovia Corporation 1998 Stock Incentive Plan, (iv) the Wachovia Corporation Stock Plan, (v) the Wachovia
Corporation 2001 Stock Incentive Plan, (vi) the Wachovia Employee Stock Retention Plan, (vii) the Golden West Financial
Corporation Amended and Restated 1996 Stock Option Plan, (viii) the Westcorp 2001 Stock Option Plan, (ix) the Republic Security
Financial Corporation 1997 Performance Incentive Plan, (x) the SouthTrust Corporation Long-Term Incentive Plan, (xi) the
SouthTrust Corporation 2004 Long-Term Incentive Plan, (xii) the EVEREN Capital Corporation 1996 Restricted Stock Incentive
Plan, (xiii) the EVEREN Capital Corporation 1995 Non-Employee Directors Plan. (xiv) the Wachovia Savings Plan, and (xv) the
A.G. Edwards, Inc. Retirement and Profit Sharing Plan and an indeterminate amount of interests that may be offered or sold
pursuant to the Wachovia Savings Plan and the A.G. Edwards, Inc. Retirement and Profit Sharing Plan.
•Registration Statement on Form S-8 No. 333-161529, filed with the SEC on August 25, 2009, registering $300,000,000 of Deferred
Compensation Obligations issuable under (i) the Wachovia Securities Financial Holdings, LLC Voluntary Deferral and Performance
Award Contribution Plan and (ii) Wachovia Securities Financial Holdings, LLC Performance Award Contribution Plan.
•Registration Statement on Form S-8 No. 333-176266, filed with the SEC on August 12, 2011, registering $30,000,000 of Deferred
Compensation Obligations issuable under (i) the Wells Fargo & Company Special Deferral Plan for Select Employees and (ii) the
Wells Fargo & Company Special Award Plan.
For the avoidance of doubt, Wells Fargo is not registering any additional shares of Common Stock, plan interests or Deferred
Compensation Obligations pursuant to the Plans described above (collectively, the “Prior Plans”). This Post-Effective Amendment to the
Registration Statements described above are being filed to deregister all shares of Common Stock and Deferred Compensation Obligations
that were registered under the Registration Statements and remain unissued under the Prior Plans.