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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE FOOTHILL GROUP. INC.
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(Name of Issuer)
Class A Common Stock, no par value
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(Title of Class of Securities)
345109 20 1
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(CUSIP Number)
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center, Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 15, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 381346 10 5 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation
Tax Identification No. 41-0449260
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
4,976,641
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
4,976,641
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,976,641
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
relating to the
Class A Common Stock, No Par Value,
of
The Foothill Group, Inc.
Item 1. Security and Issuer
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The class of equity securities to which this Statement relates is the
Class A common stock, no par value, ("Foothill Common Stock") of The Foothill
Group, Inc. ("Foothill"), a Delaware corporation. The principal executive
offices of Foothill are located at 11111 Santa Monica Boulevard, Los Angeles,
California 90025.
Item 2. Identity and Background
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This Statement is being filed by Norwest Corporation ("Norwest"), a
Delaware corporation. The principal executive offices of Norwest, from which
its principal business is carried out, are located at Norwest Center, Sixth and
Marquette, Minneapolis, Minnesota 55479-1000.
Norwest is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended. Through its commercial bank subsidiaries,
Norwest conducts a general banking and trust business in the states of Arizona,
Colorado, Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, New Mexico,
North Dakota, Ohio, South Dakota, Texas, Wisconsin, and Wyoming. Norwest also
owns subsidiaries engaged in various businesses related to banking, principally
mortgage banking, equipment leasing, agricultural finance, commercial finance,
consumer finance, securities brokerage and underwriting, insurance agency
services, computer and data processing services, investment advisory services,
and venture capital investments.
The name, business address, present principal occupation and
citizenship of each director of Norwest and those of each executive officer of
Norwest are set forth on Schedule I and Schedule II, respectively, to the
initial filing on Schedule 13D, each of which is hereby incorporated by
reference herein.
During the past five years, neither Norwest nor, to the best of
knowledge of Norwest, any of its executive officers or directors has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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As more fully described in Item 6 of this Statement, Foothill has
granted to Norwest an option pursuant to which Norwest has the right, upon the
occurrence of certain events, to purchase from Foothill up to 4,156,641 shares
of Foothill Common Stock for $23.375 per share, subject to adjustment under
certain circumstances (the "Option"). If Norwest were to exercise the Option in
full, the funds required to purchase the shares of Foothill Common Stock
issuable upon such exercise would be approximately $97 million. It is currently
anticipated that such funds would be provided from Norwest's working capital.
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Item 4. Purpose of Transaction
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On May 15, 1995, Foothill and Norwest entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement") providing for the merger
(the "Merger") of a wholly owned subsidiary of Norwest with and into Foothill,
with Foothill as the surviving corporation. The purpose of the Reorganization
Agreement is for Norwest to acquire Foothill.
Concurrently with their entering into the Reorganization Agreement,
Norwest and Foothill also entered into a Stock Option Agreement (the "Option
Agreement") pursuant to which Foothill granted to Norwest the Option. The
purpose of the Option Agreement is to increase the likelihood that the Merger
will be completed as contemplated by the Reorganization Agreement.
The principal provisions of the Reorganization Agreement and the Option
Agreement are summarized in Item 6 of this Statement and copies of the
Reorganization Agreement and the Option Agreement were filed as Exhibits 1 and
2, respectively, to the initial filing on Schedule 13D.
Except as set forth above, and except that until the completion of the
Merger Norwest may from time to time purchase in the open market shares of
Foothill Common Stock. Norwest has no plans or proposals with respect to
Foothill that relate to or would result in, prior to the completion of the
Merger, any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D. Upon the completion of the Merger, Foothill Common Stock will
cease to be publicly traded and Norwest will cause the registration of Foothill
Common Stock under the Act to be terminated.
Item 5. Interest in Securities of the Issuer
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(a)-(b) As a result of the Option Agreement and other holdings of
Foothill Common Stock, Norwest may, pursuant to Rule 13d-3(d)(1)(i) under the
Exchange Act, be deemed to own beneficially 4,976,641 shares of Foothill Common
Stock, constituting approximately 23.9% of the shares of Foothill Common Stock
that would have been issued and outstanding if the Option had been exercised as
of June 6, 1995. If Norwest were to exercise the Option, it would have sole
power to vote and, subject to the terms of the Option Agreement, sole power to
direct the disposition of, the shares of Foothill Common Stock covered thereby.
To the best knowledge of Norwest, none of its directors or executive
officers beneficially owns any shares of Foothill Common Stock.
(c) In addition to the acquisition of the Option, Norwest has purchased
820,000 shares of Foothill Common Stock during the past 60 days. To the best
knowledge of Norwest, none of its directors or executive officers has effected
any transaction in shares of Foothill Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer
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Upon consummation of the Merger and pursuant to the Reorganization
Agreement, each outstanding share (except for shares as to which dissenter's
rights are perfected) of Foothill Common Stock will be converted into .92 shares
of the common stock, par value $1 2/3 per share, of Norwest ("Norwest Common
Stock"), each outstanding share of preferred stock of Foothill will be converted
into 6.1333272 shares of Norwest Common Stock and each of certain shares of
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Foothill Common Stock subject to certain unexercised options will be converted
into a number of shares of Norwest Common Stock determined in accordance with a
formula set forth in the Reorganization Agreement.
Consummation of the Merger is subject to certain other conditions,
including, but not limited to, (i) approval of the Reorganization Agreement by
the affirmative vote of the holders of at least a majority of the outstanding
shares of Foothill entitled to vote thereon, (ii) the receipt of all requisite
regulatory approvals without the imposition of any condition or requirement
relating to Foothill or any of its subsidiaries that, in the good faith judgment
of Norwest, is unreasonably burdensome to Norwest, (iii) the receipt of a letter
from Norwest's and Foothill's respective independent accountants to the effect
that the Merger qualifies for "pooling of interests" accounting treatment, and
(iv) the receipt by Foothill of a legal opinion to the effect that the Merger
will be treated for federal income tax purposes as a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended. Either
Foothill or Norwest may terminate the Reorganization Agreement under certain
circumstances.
In the Reorganization Agreement, Foothill agrees that it will, through
its Board of Directors (the "Foothill Board"), except to the extent legally
advisable for the discharge of the fiduciary duties of such board, recommend
that its stockholders vote in favor of approval of the Reorganization Agreement.
Foothill also agrees that neither it nor any of its subsidiaries, nor any
director, officer, representative or agent thereof will, directly or indirectly,
solicit, authorize the solicitation of or, except to the extent legally
advisable for the discharge by the Foothill Board of its fiduciary duties, enter
into any discussions with any third party (other than Norwest) concerning any
proposal or offer to acquire in any manner an equity interest in or substantial
portion of the assets of Foothill or any of its subsidiaries, or to merge or
otherwise combine with Foothill or any of its subsidiaries.
The Option gives Norwest the right to purchase up to 4,156,641 shares
of Foothill Common Stock (the "Option Shares") at a price of $23.375 per share,
subject to adjustment under certain circumstances. Norwest may exercise the
Option at any time after the occurrence of a "Purchase Event." For purposes of
the Option Agreement, a "Purchase Event" occurs when (i) Foothill or any of its
subsidiaries, without Norwest's prior written consent, shall have entered into
an agreement to engage in an Acquisition Transaction with a party other than
Norwest or any of its subsidiaries or the Foothill Board shall have recommended
that the stockholders of Foothill approve an Acquisition Transaction with a
third party, (ii) any party other than Norwest or any of its subsidiaries shall
have commenced or shall have filed a registration statement under the Securities
Act of 1933, as amended, (the "Securities Act") with respect to, a tender offer
or exchange offer to purchase any shares of Foothill Common Stock such that,
upon consummation of such offer, such person would own or control 20% or more of
the then outstanding shares of Foothill Common Stock; (iii) after a proposal is
made by a third party to Foothill or its stockholders to engage in an
Acquisition Transaction, Foothill shall have breached any covenant or obligation
in the Reorganization Agreement and such breach would entitle Norwest to
terminate the Reorganization Agreement or the Foothill Board does not recommend
that the stockholders of Foothill approve the Reorganization Agreement or the
holders of Foothill Common Stock shall not have approved the Reorganization
Agreement at the stockholders meeting held for the purpose of voting on the
Reorganization Agreement (the "Special Meeting"), the Special Meeting shall not
have been held or shall have been canceled prior to termination of the
Reorganization Agreement or the Foothill Board shall have withdrawn or modified,
in a manner adverse to Norwest, its recommendation with respect to the
Reorganization Agreement; or (iv) the Foothill Board does not recommend in the
proxy statement prepared for the Special Meeting that the holders of Foothill
Common Stock approve and adopt the Reorganization Agreement, or shall have
withdrawn, modified or amended such recommendation in any respect materially
adverse to Norwest.
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"Acquisition Transaction" means (x) merger or consolidation, or any similar
transaction involving Foothill or any of its subsidiaries, (y) a purchase, lease
or other acquisition of all or substantially all of the assets of Foothill or
any of its subsidiaries or (z) a purchase or other acquisition, other than in
connection with an internal merger or consolidation, of securities representing
20% or more of the voting power of Foothill or any of its subsidiaries.
The Option Agreement will terminate at the earliest to occur of (i)
11:59 p.m. Delaware time on the day on which a Certificate of Merger relating to
the Merger is filed with the Secretary of State of the State of Delaware, (ii)
12 months after the first occurrence of a Purchase Event, (iii) termination of
the Reorganization Agreement prior to the occurrence of a Purchase Event, other
than if Norwest shall have terminated the Reorganization Agreement (a) due to
Foothill's failure to perform or observe in all material respects its covenants
and agreements in the Reorganization Agreement or (b) because the Foothill Board
shall not have recommend in the proxy statement for the Special Meeting that the
holders of Foothill Common Stock approve the Reorganization Agreement or, if
after so recommending, the Foothill Board shall have withdrawn, modified or
amended such recommnedation in any respect materially adverse to Norwest or (iv)
12 months after the termination of the Reorganization Agreement by Norwest for
either of the reasons enumerated in clause (iii) of this sentence.
Under the Bank Holding Company Act of 1956, Norwest may not acquire 5%
or more of the outstanding shares of Foothill without the prior approval of the
Board of Governors of the Federal Reserve System. Certain other regulatory
approvals may also be required before any acquisition under the Option Agreement
could be completed.
The Option may not be assigned by Norwest or by Foothill to any other
party without the express written consent of the other party to the Option
Agreement, except that Norwest may assign the Option Agreement to a wholly owned
subsidiary of Norwest. After a Purchase Event, Foothill shall, at the request
of Norwest made within three years of a Purchase Event (on behalf of itself or
any subsequent holder) prepare, file promptly (subject to certain exceptions)
and keep current a registration statement under the Securities Act covering any
shares issued or issuable pursuant to the Option and shall use its best efforts
to cause such registration statement to become effective, and to remain current
and effective for up to 180 days in order to facilitate the sale or disposition
of any shares of Foothill Common Stock issued upon total or partial exercise of
the Option (the "Option Shares"). Upon the occurrence of a Repurchase Event
prior to termination of the Option, subject to certain exceptions, at the
request of Norwest, Foothill will be obligated to repurchase the Option and any
Option Shares theretofore purchased pursuant to the Option at prices determined
in accordance with the provisions of the Option Agreement, which may include the
reimbursement by Foothill of fees and expenses incurred by Norwest in connection
with the Merger. In the event that Norwest exercises the repurchase rights
described above, Foothill will thereafter be required to pay the portion of the
repurchase price that Foothill is not then prohibited from so paying under
applicable law and regulation or as a consequence of administrative policy.
"Repurchase Event" means (i) the acquisition of beneficial ownersship (as
defined in the Act) by any person of 50% of the then outstanding shares of
Foothill Common Stock or (ii) the consummation of an Acquisition Transaction
(except that, in the case of a purchase or other acquisition of the voting power
of Foothill or any of its subsidiaries, the percentage shall be 50% or more).
In the event that prior to termination of the Option, Foothill enters
into an agreement (i) to consolidate with or merge into any party, other than
Norwest or any of its subsidiaries, and shall not be the continuing or surviving
corporation of such consolidation or merger, (ii) to permit any party, other
than Norwest or any of its subsidiaries, to merge into Foothill and Foothill
shall be the surviving corporation, but, in connection with such merger, the
then outstanding of Foothill
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Common Stock are changed into or exchanged for stock or other securities of any
other party or cash or any other property, or the then outstanding shares of
Foothill Common Stock will after such merger represent less than 50% of the
outstanding shares and share equivalents of the merged company; or (iii) to sell
or otherwise transfer all or substantially all of its or any material
subsidiary's assets to any party, other than Norwest or any of its subsidiaries,
then the agreement governing such transaction must make proper provision so that
the Option, upon consummation of such transaction, will be converted into, or
exchanged for, an option (a "Substitute Option"), at the election of Norwest, of
either (x) the acquiring corporation or (y) any party that controls the
acquiring corporation. The Substitute Option will be exercisable for shares of
the Substitute Option issuer's common stock in such number and at such exercise
price as determined by the Option Agreement and will otherwise have the same
terms as the Option to the extent permitted by law.
To the best of Foothill's and Norwest's knowledge, no Purchase Event
has occurred as of the date hereof.
The Option Agreement is intended to increase the likelihood that the
Merger will be consummated in accordance with the terms of the Reorganization
Agreement and may discourage persons from proposing a competing offer to acquire
Foothill, even if such offer involves a higher price per share of Foothill
Common Stock than the consideration contemplated by the Reorganization
Agreement. The existence of the Option could significantly increase the cost to
a potential acquiror of acquiring Foothill compared to its cost had Foothill not
entered into the Option Agreement. Foothill believes that the exercise of the
Option would likely prohibit any acquiror from accounting for an acquisition of,
or merger with, Foothill using the pooling-of-interests accounting method for a
period of up to two years. This could discourage or preclude an acquisition of
Foothill by other organizations.
The preceding summary of certain provisions of the Reorganization
Agreement and the Option Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements,
copies of which were filed with the initial filing on Schedule 13D as Exhibits 1
and 2, respectively, and are incorporated herein by reference.
Except as set forth herein, neither Norwest nor, to the best knowledge
of Norwest, any of its directors or executive officers, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Foothill, including, but not limited
to, transfer or voting of any securities of Foothill, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
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Exhibits 1 and 2 are incorporated by reference to Exhibits 1 and 2
filed with the initial filing on Schedule 13D.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete and
correct.
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
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Laurel A. Holschuh
Senior Vice President and Secretary
Dated: June 6, 1995
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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