SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File No. 1-6214 WFC HOLDINGS CORPORATION (Successor to Wells Fargo & Company) (Exact name of registrant as specified in its charter) 420 Montgomery Street San Francisco, California 94163 1-800-411-4932 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Common Stock, par value $5 Adjustable Rate Cumulative Preferred Stock, Series B Fixed/Adjustable Rate Noncumulative Preferred Stock, Series H (Title of each class of securities covered by this Form) Wells Fargo Capital I 7.96% Capital Securities Wells Fargo Capital II Floating Rate Capital Securities Medium-Term Notes Subordinated Medium-Term Notes, Series B FIB Medium-Term Notes, Series A FIB Subordinated Medium-Term Notes, Series C FIB 6.625% Subordinated Capital Notes due April 1, 1999 (MEN) 6.75% Subordinated Notes due May 1, 2002 6-3/8% Subordinated Notes due May 15, 2002 6-7/8% Subordinated Notes due April 15, 2003 6-1/8% Subordinated Notes due November 1, 2003 FIB 9.125% Subordinated Notes due February 1, 2004 FIB 9% Subordinated Notes due November 15, 2004 6-7/8% Subordinated Notes due April 1, 2006 7-1/8% Subordinated Notes due August 15, 2006 6-1/4% Subordinated Notes due April 15, 2008 - - ------------------------------------------------------------------------------ (Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Rule 12h-3(b)(1)(ii) |_| Rule 12g-4(a)(1)(ii) |_| Rule 12h-3(b)(2)(i) |_| Rule 12g-4(a)(2)(i) |_| Rule 12h-3(b)(2)(ii) |_| Rule 12g-4(a)(2)(ii) |_| Rule 15d-6 |_| Rule 12h-3(b)(1)(i) |X| Approximate number of holders of record as of the certificate or note date: 0 Pursuant to the requirements of the Securities Exchange Act of 1934, WFC Holdings Corporation as successor by merger to Wells Fargo & Company has caused this certificate/notice to be signed on its behalf by the undersigned duly authorized person. Date: November 2, 1998 By: /s/ Stanley S. Stroup --------------------- Name: Stanley S. Stroup Title: Senior Vice President of WFC Holdings Corporation, a Delaware corporation, successor to Wells Fargo & Company