SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) NOVEMBER 2, 1998
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WFC HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6214 41-1921346
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163
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(Address of principal executive offices and zip code)
1-800-411-4932
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(Registrant's telephone number, including area code)
WELLS FARGO & COMPANY
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective November 2, 1998, Wells Fargo & Company ("Former Wells
Fargo") merged with and into WFC Holdings Corporation (the "Corporation"),
a Delaware corporation and a wholly-owned subsidiary of Norwest Corporation
("Norwest"), with the Corporation as the surviving corporation. Also, in
conjunction with the merger, Norwest changed its name to "Wells Fargo &
Company."
The merger was consummated pursuant to an Agreement and Plan of Merger,
by and among Former Wells Fargo, Norwest and the Corporation dated as of
June 7, 1998, and amended and restated as of September 10, 1998 (the
"Agreement"). Pursuant to the Agreement, upon consummation of the merger on
November 2, 1998, each share of Former Wells Fargo common stock was converted
into the right to receive ten shares of Norwest common stock. A copy of the
press release announcing the close of the merger transaction is filed as
Exhibit 99(a) to this Current Report on Form 8-K.
The Joint Proxy Statement/Prospectus dated September 11, 1998 of Norwest
and Former Wells Fargo, forming a part of Norwest's Registration Statement
on Form S-4 (Registration No. 333-63247), sets forth additional information
regarding the merger, including a description of the transaction, information
concerning Norwest and Former Wells Fargo and the intended structure and
operation of the combined company created by the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Former Wells Fargo as of December 31,
1997 and 1996 and for each of the three years ended December 31, 1997,
1996 and 1995 are incorporated by reference to Norwest's Registration
Statement on Form S-4 (Registration No. 333-63247). The financial
statements of Former Wells Fargo as of September 30, 1998 and 1997 and
for the nine months ended September 30, 1998 and 1997 are incorporated
by reference to Former Wells Fargo's Current Report on Form 8-K
(Commission File 1-6214) dated and filed October 20, 1998.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma condensed combined financial information for
each of the three years ended December 31, 1997, 1996 and 1995 is
incorporated by reference to Norwest's Registration Statement on Form
S-4 (Registration No. 333-63247). The unaudited pro forma condensed
combined financial information as of September 30, 1998 and for the
nine months ended September 30, 1998 and 1997 is incorporated by
reference to Norwest's Current Report on Form 8-K (Commission File
1-2979) dated November 2, 1998.
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(c) EXHIBITS. The following exhibits are filed with this Current Report on Form
8-K:
Exhibit No. Description
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99(a) Press Release dated November 2, 1998, issued by Norwest
99(b) Joint Proxy Statement/Prospectus dated September 11, 1998
(incorporated by reference to Norwest's Registration Statement
on Form S-4 (Registration No. 333-63247) previously filed on
September 11, 1998).
99(c) Unaudited pro forma condensed combined financial information
as of September 30, 1998 and for the nine months ended
September 30, 1998 and 1997 (incorporated by reference to
Norwest's Current Report on Form 8-K (Commission File 1-2979)
dated November 2, 1998).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WFC HOLDINGS CORPORATION
By /s/ Stanley S. Stroup
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Name: Stanley S. Stroup
Title: Senior Vice President
Date: November 16, 1998
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