<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1998
REGISTRATION NO. 333-10469
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
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)
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)
___________________________
COPY TO:
DOUGLAS D. SMITH, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET
TELESIS TOWER, 26TH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
___________________________
The Registrant hereby amends this Amendment to Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Amendment to Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Amendment to Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 (this "Amendment") to the
Registration Statement on Form S-3 (Registration No. 333-10469) (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-3 and has duly caused this Post-Effective
Amendment No. 2 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. 2 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>
