What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to announce the material event of Wells Fargo & Company entering into an Agreement and Plan of Merger with Wachovia Corporation.

What is the exchange ratio for Wachovia common stock in the merger?

Wachovia common stock will be converted into 0.1991 shares of Wells Fargo & Company common stock for each share of Wachovia common stock.

What conditions must be met for the merger to be completed?

The merger is subject to customary conditions, including approval by Wachovia shareholders, governmental and regulatory approvals, and other standard closing conditions such as the accuracy of representations and warranties.

Where can investors find more detailed information about the merger?

More detailed information will be available in a registration statement on Form S-4, which will include a proxy statement of Wachovia and a prospectus of Wells Fargo. This document will be filed with the SEC and mailed to Wachovia shareholders. Investors can also access SEC filings on www.sec.gov or contact Wells Fargo or Wachovia Investor Relations.

WELLS FARGO & COMPANY/MN 8-K SEC Disclosure

Summary

This 8-K filing from Wells Fargo & Company (WFC) announces a significant event: the execution of an Agreement and Plan of Merger with Wachovia Corporation on October 3, 2008. The proposed merger, approved by both companies' Boards of Directors, would result in Wachovia merging into Wells Fargo, with Wells Fargo as the surviving corporation. Under the terms, Wachovia common stock shareholders will receive 0.1991 shares of Wells Fargo common stock per share, and Wachovia preferred stock will be exchanged for preferred stock with substantially identical terms from Wells Fargo. Outstanding Wachovia stock options and awards will also be converted into Wells Fargo equivalents. The completion of this merger is subject to customary conditions, including shareholder approvals, regulatory clearances, and the accuracy of representations and warranties. Investors should note that this filing includes preliminary unaudited pro forma condensed combined financial data reflecting the merger and historical financial statements of Wachovia. The company emphasizes that numerous factors, many beyond their control, could cause actual results to differ from forward-looking statements. Further details regarding the merger, including a registration statement on Form S-4 and a combined proxy statement/prospectus, will be filed with the SEC and made available to shareholders and investors.

Key Highlights

1Wells Fargo & Company entered into a Merger Agreement with Wachovia Corporation on October 3, 2008.
2The proposed transaction is structured as a merger where Wachovia will merge with and into Wells Fargo, with Wells Fargo being the surviving entity.
3Upon completion, Wachovia common stock will be converted into 0.1991 shares of Wells Fargo common stock per share.
4Wachovia preferred stock will be exchanged for Wells Fargo preferred stock with substantially identical terms.
5Outstanding Wachovia stock options and equity awards will be converted into comparable awards for Wells Fargo stock.
6The merger's consummation is contingent upon several conditions, including Wachovia shareholder approval and regulatory clearances.
7The filing includes preliminary unaudited pro forma combined financial data and historical financial statements of Wachovia.

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Oct 30, 2008)

Summary

Key Highlights

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