<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1998
REGISTRATION NO. 33-64575
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________________
WFC HOLDINGS CORPORATION
(SUCCESSOR TO WELLS FARGO & COMPANY)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1921346
(State of Incorporation) (I.R.S. Employer Identification No.)
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
(800) 411-4932
(Address and telephone number of principal executive officer)
____________________________
1991 PERFORMANCE STOCK PLAN (AS AMENDED)
1991 DIRECTOR OPTION PLAN (AS AMENDED AND RESTATED)
1988 PERFORMANCE STOCK PLAN
1983 PERFORMANCE STOCK PLAN (AS AMENDED)
(Fill titles of the plans)
____________________________
ROSS J. KARI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WFC HOLDINGS CORPORATION
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
(800) 411-4932
(Name, address, telephone number of agent for service)
____________________________
COPIES TO:
DOUGLAS D. SMITH, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET
TELESIS TOWER, 26TH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
____________________________
This Amendment to Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission.
____________________________
This Post-Effective Amendment No. 3 to Registration Statement also
constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (Registration No. 333-02801).
<PAGE>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 3 (this "Amendment") to
the Registration Statement on Form S-8 (Registration No. 33-64575) (the
"Registration Statement") of WFC Holdings Corporation, a Delaware corporation
and the successor by merger to Wells Fargo & Company, is to deregister all
securities registered pursuant to the Registration Statement but unissued as of
the date this Amendment is filed.
<PAGE>
SIGNATURES
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 Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, this 13th day of November 1998.
WFC HOLDINGS CORPORATION
By: /s/ Richard M. Kovacevich
------------------------------------------
RICHARD M. KOVACEVICH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed below
by the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Richard M. Kovacevich Chairman of the Board and November 13, 1998
- ------------------------------------- Chief Executive Officer
RICHARD M. KOVACEVICH (Principal Executive
Officer)
/s/ Ross J. Kari Executive Vice President November 13, 1998
- ------------------------------------- and Chief Financial Officer
ROSS J. KARI (Principal Financial
Officer)
/s/ Les Quock Senior Vice President November 13, 1998
- ------------------------------------- and Controller (Principal
LES QUOCK Accounting Officer)
/s/ Stanley S. Stroup Director November 13, 1998
- -------------------------------------
STANLEY S. STROUP
/s/ John E. Ganoe Director November 13, 1998
- -------------------------------------
JOHN E. GANOE
</TABLE>
