<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1995
REGISTRATION NO. 33-62635
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
NORWEST FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
IOWA 42-1186565
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
STEVE R. WAGNER
206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
CHARLES N. BURGER, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /x/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $2,500,000,000 100% $2,500,000,000 $862,068.97
========================================================================================================================
</TABLE>
(1) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as may result in the initial offering prices aggregating
$2,500,000,000.
(2) Estimated solely for purposes of computing the registration fee.
--------------------------
The registrant hereby amends this 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 Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 12, 1995
PROSPECTUS
NORWEST FINANCIAL, INC.
DEBT SECURITIES
Norwest Financial, Inc. (the "Company") from time to time may issue in
one or more series up to $2,500,000,000 aggregate principal amount of its senior
or senior subordinated, unsecured debt securities consisting of notes,
debentures and other evidences of indebtedness (the "Debt Securities"). The Debt
Securities will be offered as separate series in amounts, at prices and on terms
determined at the time of sale. The terms of the specific Debt Securities being
offered (the "Offered Securities"), including the classification as senior or
senior subordinated debt, specific designation, aggregate principal amount, rate
(which may be fixed or variable), or method of calculation thereof, and time of
payment of any interest, maturity, offering price and terms of redemption, if
any, at the option of the Company or the holder, sinking fund payments, currency
or other specific terms of the Offered Securities will be set forth in the
supplement to this Prospectus (the "Prospectus Supplement"). As used herein, the
Offered Securities shall include securities denominated in United States dollars
or, at the option of the Company if so specified in an applicable Prospectus
Supplement, in any other currency or in composite currencies or in amounts
determined by reference to an index. The Prospectus Supplement will state the
securities exchange, if any, on which the Offered Securities will be listed.
Unless otherwise specified in the Prospectus Supplement, the Offered Securities
will be in denominations of $1,000 and integral multiples thereof.
The Offered Securities may be sold to or through one or more
underwriters or dealers, through agents designated from time to time, or
directly by the Company to other purchasers. The names of any underwriters,
dealers or agents involved in the sale of the Offered Securities and their
compensation will be set forth in the Prospectus Supplement. See "Plan of
Distribution". The Offered Securities may be issued in the form of Global
Securities registered in the name of one or more depositaries or certificates
issued in definitive form.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
THE DATE OF THIS PROSPECTUS IS ______ __, 1995.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
-----------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such filed material can be inspected and copied at the
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 230
South Dearborn Street, Chicago, Illinois 60604; and 75 Park Place, Room 1228,
New York, New York 10007. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does
not contain all information set forth in the registration statements and
exhibits thereto filed by the Company with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), and to which reference is hereby
made.
The Company intends to publish annual reports containing financial
statements audited by independent certified public accountants. These reports
will not be distributed to holders of the Debt Securities but will be available
to them upon request.
-----------------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
There is hereby incorporated by reference in this Prospectus the
following documents heretofore filed by the Company with the Commission (File
No. 2-80466) pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994; and
2. The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents.
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<PAGE> 4
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST, A COPY OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE DOCUMENTS DESCRIBED ABOVE). REQUESTS SHOULD BE ADDRESSED TO: NORWEST
FINANCIAL, INC., 206 EIGHTH STREET, DES MOINES, IOWA 50309, ATTENTION:
TREASURER'S DEPARTMENT (TELEPHONE NUMBER 515-243-2131).
-----------------------------
UNLESS OTHERWISE INDICATED, CURRENCY AMOUNTS IN THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT ARE STATED IN UNITED STATES DOLLARS ("$", "DOLLARS" OR
"U.S. $").
-----------------------------
THE COMPANY
The Company is an Iowa corporation organized on August 19, 1982, as the
successor to a business founded in 1897, and is a wholly-owned subsidiary of
Norwest Corporation. Norwest Corporation is a diversified financial services
organization which, at December 31, 1994, had consolidated assets totaling
approximately $59.3 billion. Unless the context otherwise requires, any
reference to "Norwest Financial" includes the Company and its subsidiaries, all
of which are wholly-owned.
At December 31, 1994, Norwest Financial had 942 branch offices
primarily engaged in the consumer finance business in 45 states, Guam, and the
ten Canadian provinces. The Company's insurance subsidiaries are primarily
engaged in the business of providing, directly or through reinsurance
arrangements, credit life and credit disability insurance as a part of Norwest
Financial's consumer finance business. Credit property, involuntary unemployment
and non-filing insurance are provided as a part of the consumer finance
business. Such business is written directly or through reinsurance agreements by
one of the Company's insurance subsidiaries, or it is offered on an agency basis
by Norwest Financial. Subsidiaries of the Company are engaged in the leasing,
commercial lending and accounts receivable financing segments of the commercial
finance business. A subsidiary of the Company also supplies data services to
other companies.
The Company's principal executive offices are located at 206 Eighth
Street, Des Moines, Iowa 50309 (Telephone Number 515-243-2131).
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges
of Norwest Financial for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30, 1995
------------------------------------------------ -------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.70 1.74 2.02 2.22 2.26 2.11
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing earnings
plus fixed charges and income taxes by fixed charges. Fixed charges consist of
interest and debt expenses plus one-third of rentals (which is deemed
representative of the interest factor).
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<PAGE> 5
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be added to the general funds
of the Company. All or part of such proceeds may be used to support Norwest
Financial's internal growth and possible bulk purchase of finance receivables or
to refund outstanding indebtedness of the Company. Initially, all or part of
such proceeds may be used to reduce short-term indebtedness or be invested
temporarily in short-term securities.
The Company expects to incur additional indebtedness in the future to
provide the funds necessary for Norwest Financial to carry on its business. The
amounts which may be obtained cannot be predicted and may vary from time to
time. Short-term indebtedness in particular fluctuates from day to day in the
ordinary course of business.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either senior or senior
subordinated debt of the Company and will be offered under one of two separate
Indentures described below (the "Indentures"), each between the Company and a
banking institution organized under the laws of the United States of America or
of any State thereof (a "Trustee"). Copies of the forms of Indentures are filed
as exhibits to the Registration Statement. The following summaries of certain
provisions of the Indentures do not purport to be complete and are subject, and
qualified in their entirety by reference, to all the provisions of the
applicable Indenture, including the definitions therein of certain terms.
References appearing below are to the applicable Indenture.
Neither of the Indentures limits the amount of Debt Securities that may
be issued thereunder, and each Indenture provides that Debt Securities may be
issued thereunder up to the aggregate principal amount authorized from time to
time by the Board of Directors of the Company. (Article Three)
The Debt Securities will be unsecured general obligations of the
Company. They will be issued either (i) in registered form without coupons and
will be exchangeable for a like aggregate principal amount of other Debt
Securities of authorized denominations of the same series with like maturities,
interest rates and other terms and registered in the same name or (ii) in the
form of Global Securities. The Debt Securities other than Global Securities will
be exchangeable and transferable at any time or from time to time at the
Corporate Trust Office of the applicable Trustee or at any other office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York. No charge will be made to the Holder for any such exchange
or transfer of Debt Securities except for any tax or governmental charge
incidental thereto. (Section 3.05)
The Company shall not be required (a) to issue, register the transfer
of or exchange any Debt Security of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Debt Securities of such series and ending at the close of business
on the day of such mailing or (b) to register the transfer of or exchange any
Debt Security selected for redemption in whole or in part, except, in the case
of any Debt Security to be redeemed in part, the portion thereof not to be
redeemed.
Reference is made to the Prospectus Supplement for the following terms
of, and other information with respect to, the Offered Securities: (1) the title
of the Offered Securities and whether they will be senior or senior subordinated
debt of the Company; (2) the designation, aggregate principal amount and
authorized denominations (if other than $1,000 or integral multiples thereof) of
the Offered Securities; (3) the currency or currencies in which payments on the
Offered Securities will be payable, if other than United States dollars; (4) the
price or prices (expressed as a percentage of the aggregate principal amount
thereof) at which the Offered Securities will be issued; (5) the date or dates
on which the Offered Securities will mature; (6) the rate or rates per annum at
which the Offered Securities will bear interest, if any, or the method of
calculation thereof; (7) the date or dates on which such
4
<PAGE> 6
interest, if any, will be payable; (8) any redemption terms; (9) the Trustee
under the Indenture pursuant to which the Offered Securities will be issued;
(10) the place or places where principal (and premium, if any) and interest, if
any, on the Offered Securities shall be payable and if other than as set forth
in the Indenture, the method or methods of payment; (11) the portion of the
principal amount of the Offered Securities, if other than the principal amount
thereof, payable upon acceleration of maturity thereof; (12) any mandatory or
optional sinking fund or analogous provisions; (13) whether the Offered
Securities are to be issued in whole or in part in the form of one or more
Global Securities, and, if so, the identity of the Depository or Depositories of
such Global Security or Securities and any special provisions with respect to
such Global Security or Securities and (14) any other specific terms and
provisions of the Offered Securities. With respect to Offered Securities sold
through dealers acting as agents, however, the maturities and interest rates of
the Offered Securities may be established by the Company from time to time and,
if not set forth in the Prospectus Supplement, will be made available through
such dealers.
Debt Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may otherwise
vary. One or more series of Debt Securities may be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at
a rate which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
If any of the Debt Securities are sold for foreign currencies or
foreign currency units or if the principal of or any interest on any series of
Debt Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Debt Securities and such currency or currency units will be
described in the Prospectus Supplement relating thereto.
Neither Indenture restricts the Company from incurring, assuming or
becoming liable for any type of debt or other obligations, from creating liens
on its property for any purpose, from paying dividends or making distributions
on its capital stock or purchasing or redeeming its capital stock. The
Indentures do not require the maintenance of any financial ratios or specified
levels of net worth. In addition, the provisions of the Indentures would not
necessarily afford holders of the Debt Securities protection upon the occurrence
of a change in control or in the event of a highly leveraged or other
transaction involving the Company that may adversely affect the Holders.
GLOBAL SECURITIES
If any Debt Securities of a series are issuable in global form, the
applicable Prospectus Supplement will describe the distribution procedures
applicable to such securities and the circumstances, if any, under which
beneficial owners of interests in any such Global Security may exchange such
interests for certificated Debt Securities of such series and of like tenor and
principal amount of any authorized form and denomination. A Person having a
beneficial interest in a Global Security will, except with respect to payment of
principal of and any premium and interest on such Global Security, be treated as
a Holder of such principal amount of Outstanding Securities represented by such
Global Security, as shall be specified in a written statement which is produced
to the Trustee by such Depository. Principal of and any premium and interest on
a Global Security will be payable in the manner described in the applicable
Prospectus Supplement.
SENIOR SECURITIES
The Debt Securities which will constitute part of the senior
indebtedness of the Company ("Senior Securities") will be issued under the
Indenture that authorizes the issuance of Senior Securities (the "Senior
Indenture"). The Senior Securities will rank on a parity with all other
unsecured indebtedness of the Company for borrowed money, whether outstanding at
the date of issuance of such Senior Securities or incurred thereafter, which is
not by its terms subordinate and junior to any other unsecured indebtedness of
the Company ("Senior Indebtedness").
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<PAGE> 7
SENIOR SUBORDINATED SECURITIES
The Debt Securities which will constitute part of the senior
subordinated indebtedness of the Company ("Senior Subordinated Securities") will
be issued under the Indenture that authorizes the issuance of Senior
Subordinated Securities (the "Senior Subordinated Indenture"). The Senior
Subordinated Securities will be subordinate and junior in the right of payment,
to the extent and in the manner set forth in a Senior Subordinated Indenture, to
all Senior Indebtedness. In the event (i) of any insolvency or bankruptcy
proceedings, and any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relating to the Company or its property, or
of any proceeding for voluntary liquidation, dissolution or other winding up of
the Company, whether or not involving any insolvency or bankruptcy, or (ii) that
pursuant to the terms of any Senior Subordinated Indenture, any of the Senior
Subordinated Securities issued thereunder are declared due and payable because
of the occurrence of an Event of Default thereunder, except as otherwise
provided in such Senior Subordinated Indenture, all principal and interest on
Senior Indebtedness will be paid in full before any payment is made on such
Senior Subordinated Securities. (Senior Subordinated Indenture Section 15.01)
MODIFICATION OF THE INDENTURE
Each Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in aggregate principal
amount of each series of Debt Securities at the time Outstanding under such
Indenture that is affected thereby, to enter into supplemental indentures for
the purpose of amending or modifying, in any manner, the provisions of such
Indenture or of any indenture supplemental thereto, or modifying the rights of
the Holders of such Debt Securities; provided, that no such supplemental
indenture, without the consent of the Holder of each Outstanding Debt Security
affected thereby, may (i) modify the terms of payment of principal, premium, if
any, or interest; (ii) reduce the aforesaid percentage of Holders of Outstanding
Debt Securities necessary to amend or modify such Indenture or waive compliance
by the Company with any restrictive covenant or waive any default; or (iii)
subordinate the indebtedness evidenced by such Debt Securities to any
indebtedness of the Company or, if such Debt Securities are Senior Subordinated
Securities, modify the terms of the applicable Senior Subordinated Indenture
with respect to the subordination of such Senior Subordinated Securities in a
manner adverse to the Holders thereof. (Section 11.02)
SATISFACTION AND DISCHARGE
Except as may otherwise be set forth in the Prospectus Supplement
accompanying this Prospectus, the Company will be discharged from its
obligations under the Debt Securities of a particular series at any time prior
to the Stated Maturity or redemption thereof upon satisfaction of the following
conditions: (a) the Company has irrevocably deposited with the Trustee in trust
either (i) sufficient funds to pay the principal of (and premium, if any, on)
and interest to Stated Maturity or any Redemption Date on the Debt Securities of
such series, or (ii) an amount of direct obligations of (or obligation
guaranteed by) the United States of America which are not subject to prepayment,
redemption or call sufficient to pay when due the principal of (and premium, if
any, on) and interest to Stated Maturity or any Redemption Date on the Debt
Securities of such series; and (b) the Company has paid all other sums payable
with respect to the Debt Securities of such series; and (c) in the case of any
deposit of direct obligations of (or obligations guaranteed by) the United
States, if such deposit occurs more than one year prior to the Stated Maturity
or redemption of the Debt Securities of such series, notice thereof has been
given to the Holders of such Debt Securities and the Trustee has received an
opinion of recognized tax counsel to the effect that such deposit and discharge
will not result in recognition by the Holders of such Debt Securities of income,
gain or loss for federal income tax purposes (other than income, gain or loss
which would have been recognized in like amount and at a like time absent such
deposit and discharge). Upon such discharge, the Holders of the Debt Securities
of such series will no longer be entitled to the benefits of the Indenture that
authorized the issuance of such Debt Securities, except for the purposes of
registration of transfer and exchange of such Debt Securities, and may look only
to such deposited funds or obligations for payment. (Section 6.01 and Section
14.02)
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<PAGE> 8
EVENTS OF DEFAULT, NOTICE AND WAIVER
Except as may otherwise be set forth in the Prospectus Supplement, each
Indenture provides that the following are Events of Default thereunder with
respect to any series of Debt Securities issued thereunder: (i) default for five
days in the payment of the principal of (or premium, if any, on) any Debt
Security of such series at its Maturity; (ii) default for 30 days in making any
sinking fund payment required by the terms of the Debt Securities of such
series; (iii) default for 30 days in the payment of any installment of interest
on any Debt Security of such series; (iv) default for 60 days after written
notice in the performance of any covenant in respect of the Debt Securities of
such series; (v) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Company or its
property; (vi) an event of default with respect to any other series of Debt
Securities outstanding under such Indenture or as defined in any other
indenture, mortgage or instrument evidencing or under which the Company has
secured or outstanding any indebtedness for borrowed money, as a result of which
such other Debt Securities or indebtedness shall have been accelerated and such
acceleration shall not have been annulled within 10 days after written notice
thereof, unless, under certain conditions, the Company is contesting such
acceleration or the aggregate indebtedness of the Company then or theretofore
accelerated is not more than $25 million and is paid in full within 10 days; and
(vii) any other Event of Default provided in the applicable resolution of the
Board of Directors or supplemental indenture under which such series of Debt
Securities is issued. (Section 7.01) An Event of Default with respect to a
particular series of Debt Securities does not necessarily constitute an Event of
Default with respect to any other series of Debt Securities issued under the
same or another Indenture. Each Indenture provides that the Trustee thereunder
may withhold notice to the Holders of any series of Debt Securities of any
default with respect to such series (except in the payment of principal, premium
or interest) if it considers it in the interest of such Holders to do so.
(Section 8.02)
If an Event of Default with respect to any series of Debt Securities
shall have occurred and be continuing, the Trustee or the Holders of 25% in
aggregate principal amount of the Outstanding Debt Securities of such series may
declare the principal, or in the case of discounted Debt Securities, such
portion thereof as may be described in the Prospectus Supplement relating
thereto, of all the Debt Securities of such series to be due and payable
immediately. (Section 7.02)
Each Indenture contains a provision entitling the Trustee to be
indemnified by the Holders of Debt Securities issued thereunder before
proceeding to exercise any right or power under such Indenture at the request of
any Holders. (Section 8.03) Each Indenture provides that the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series issued thereunder may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon the Trustee, with respect to the Debt Securities of such
series. (Section 7.12) The right of a Holder to institute a proceeding with
respect to the Debt Securities of any series is subject to certain conditions
precedent, including notice and indemnity to the applicable Trustee, but each
Holder has an absolute right to receipt of the principal of (and premium, if
any) and interest on such Debt Securities at the respective Stated Maturities
thereof (or, in the case of redemption, on the applicable Redemption Date) or to
institute suit for the enforcement thereof. (Section 7.07 and Section 7.08)
Each Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series issued
thereunder may on behalf of the Holders of all Debt Securities of such series
waive any past defaults except (a) a default in payment of the principal of (or
premium, if any) or interest on any Debt Security of such series and (b) a
default in respect of a covenant or provision of the applicable Indenture which
cannot be amended or modified without the consent of the Holder of each Debt
Security affected. (Section 7.13)
Each Indenture requires the Company to furnish annually to the Trustee
thereunder an Officers' Certificate as to the performance by the Company of its
obligations under such Indenture. (Section 12.05)
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<PAGE> 9
CONCERNING THE TRUSTEE
Business and other relationships (including other trusteeships)
between, on the one hand, Norwest Financial, Norwest Corporation and other
affiliates thereof and, on the other hand, the Trustee under the Indenture
pursuant to which the Offered Securities are issued, are described in the
Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in one or more of the
following ways: (i) through underwriters or dealers; (ii) directly to one or
more institutional purchasers; or (iii) through agents. The Prospectus
Supplement with respect to the Offered Securities will set forth the terms of
the offering of the Offered Securities, including the name or names of any
underwriters, dealers, agents or purchasers, the purchase price of the Offered
Securities and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Securities may be
listed. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. Only
firms so named in the Prospectus Supplement are deemed to be underwriters,
dealers or agents in connection with the Offered Securities.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the Offered Securities if any of the Offered Securities are
purchased.
Debt Securities may also be sold directly by the Company or through
dealers or agents designated by the Company from time to time. Any dealer or
agent involved in the offering and sale of the Offered Securities will be named,
and any commissions payable by the Company to such dealer or agent will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such dealer or agent will be acting on a best efforts
basis for the period of its appointment. If Debt Securities are sold to dealers,
a discount may be allowed to such dealers, who will purchase such Debt
Securities for their own account for resale to the public from time to time at
such prices and on such terms as may be determined by them at the time of sale.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
institutional investors to purchase Offered Securities for payment and delivery
on a future date specified in the Prospectus Supplement. There may be
limitations on the minimum amount which may be purchased by any such
institutional investor or on the portion of the aggregate principal amount of
the Offered Securities which may be sold pursuant to such arrangements.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and such other
institutions as may be approved by the Company. The obligations of any such
purchasers pursuant to such delayed delivery and payment arrangements will not
be subject to any conditions except (i) the purchase by an institution of the
Offered Securities shall not at the time of delivery be prohibited under the
laws of any jurisdiction in the United States to which such institution is
subject, and (ii) if the Offered Securities are being sold to underwriters, the
Company shall have sold to such underwriters the total principal amount of the
Offered Securities less the principal amount thereof covered by such
arrangements. Underwriters will not have any responsibility in respect to the
validity of such arrangements or the performance of the Company or such
institutional investors thereunder.
Agents, dealers and underwriters may be entitled under agreements
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents, dealers or underwriters
may be required to make in respect
8
<PAGE> 10
thereof. Agents, dealers and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters or agents will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Debt Securities.
LEGAL OPINIONS
The validity of the Offered Securities will be passed upon for the
Company by Steve R. Wagner, who serves as Assistant General Counsel of the
Company, and for any underwriters or agents by Orrick, Herrington & Sutcliffe,
New York, New York.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Deloitte & Touche, LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities covered hereby, other than the underwriting discount, are, subject to
further contingencies, estimated to be as follows:
<TABLE>
<S> <C>
Registration Statement Filing Fee . . . . . . . . . . . . $ 862,069
Printing and Engraving* . . . . . . . . . . . . . . . . . 225,000
Blue Sky Expenses* . . . . . . . . . . . . . . . . . . . 115,000
Rating Agency Fees* . . . . . . . . . . . . . . . . . . . 800,000
Accounting Fees* . . . . . . . . . . . . . . . . . . . . 150,000
Legal Fees and Expenses* . . . . . . . . . . . . . . . . 60,000
Trustee Fees* . . . . . . . . . . . . . . . . . . . . . . 200,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . 60,000
----------
Total . . . . . . . . . . . . . . . . . . . . . . . $2,472,069
==========
</TABLE>
- ----------------
* Estimated.
Item 15. Indemnification of Directors and Officers.
Sections 490.850 through 490.858 of the Iowa Business Corporations Act,
and Article X of the Company's By-Laws permit the indemnification of certain
persons, including directors and officers of the Company, under certain
circumstances. Article X of the Company's By-Laws (filed as Exhibit (3)(b) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1983)
is hereby incorporated by reference. The directors and officers of the Company
are covered by directors' and officers' liability insurance policies maintained
by Norwest Corporation on behalf of its subsidiaries.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
1.1 - Form of Underwriting Agreement filed as Exhibit 1.1 to the Company's Registration Statement on
Form S-3 (Commission File No. 33-37598) is hereby incorporated by reference.
1.2 - Form of Distribution Agreement filed as Exhibit 1 to the Company's Form 8-K Current Report dated
November 8, 1994 is hereby incorporated by reference.
3(b) - By-Laws of the Company filed as Exhibit (3)(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1983 is hereby incorporated by reference.
4(a) - Norwest Financial, Inc. Standard Multiple - Series Indenture Provisions dated May 1, 1986 filed as
Exhibit 4(a) to the Company's Registration Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
</TABLE>
II-1
<PAGE> 12
<TABLE>
<S> <C>
4(b)(1) - Conformed Copy of Indenture dated as of May 1, 1986 between the Company and The Chase Manhattan
Bank (National Association), as Trustee, relating to the Senior Securities filed as Exhibit 4(o)
to the Company's Form 10-K Annual Report for the year ended December 31, 1986 is hereby
incorporated herein by reference.
4(b)(2) - Conformed copy of First Supplemental Indenture dated as of February 15, 1991 between the Company
and The Chase Manhattan Bank (National Association), as Trustee, relating to the Senior Securities
filed as Exhibit 4.3 to the Company's Form 8-K Current Report dated February 25, 1991 is hereby
incorporated by reference.
4(c)(1) - Conformed copy of Indenture dated as of May 1, 1986 between the Company and Harris Trust and
Savings Bank, as Trustee, with respect to the Senior Subordinated Securities filed as Exhibit 4(p)
to the Company's Form 10-K Annual Report for the year ended December 31, 1986 is hereby
incorporated herein by reference.
4(c)(2) - Conformed copy of First Supplemental Indenture dated as of February 15, 1991 between the Company
and Harris Trust and Savings Bank, as Trustee, relating to the Senior Subordinated Securities
filed as Exhibit 4.4 to the Company's Form 8-K Current Report dated February 25, 1991 is hereby
incorporated by reference.
4(d)(1) - Form of Senior Note with Optional Redemption Provisions filed as Exhibit 4(d)(1) to the Company's
Registration Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated by
reference.
4(d)(2) - Form of Senior Debenture with Optional Redemption and Sinking Fund Provisions filed as Exhibit
4(d)(2) to the Company's Registration Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
4(d)(3) - Form of Variable Rate Senior Note with Optional Redemption and Repayment Provisions filed as
Exhibit 4(d)(3) to the Company's Registration Statement on Form S-3 (Commission File No. 33-5392)
is hereby incorporated by reference.
4(d)(4) - Form of Extendible Senior Note with Optional Redemption and Repayment Provisions filed as Exhibit
4(d)(4) to the Company's Registration Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
4(d)(5) - Form of Original Issue Discount Senior Note with Optional Redemption and Repayment Provisions
filed as Exhibit 4(d)(5) to the Company's Registration Statement on Form S-3 (Commission File No.
33-5392) is hereby incorporated by reference.
4(d)(6) - Form of Zero Coupon Senior Note with Optional Redemption and Repayment Provisions filed as Exhibit
4(d)(6) to the Company's Registration Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
4(d)(7) - Form of Senior Medium-Term Note filed as Exhibit 4.1 to the Company's Form 8-K Current Report
dated November 8, 1994 is hereby incorporated by reference.
</TABLE>
II-2
<PAGE> 13
<TABLE>
<S> <C>
4(e)(1) - Form of Senior Subordinated Note with Optional Redemption Provisions filed as Exhibit 4(e)(1) to
the Company's Registration Statement on Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(2) - Form of Senior Subordinated Debenture with Optional Redemption and Sinking Fund Provisions filed
as Exhibit 4(e)(2) to the Company's Registration Statement on Form S-3 (Commission File No.
33-5392) is hereby incorporated by reference.
4(e)(3) - Form of Variable Rate Senior Subordinated Note with Optional Redemption and Repayment Provisions
filed as Exhibit 4(e)(3) to the Company's Registration Statement on Form S-3 (Commission File No.
33-5392) is hereby incorporated by reference.
4(e)(4) - Form of Extendible Senior Subordinated Note with Optional Redemption and Repayment Provisions
filed as Exhibit 4(e)(4) to the Company's Registration Statement on Form S-3 (Commission File No.
33-5392) is hereby incorporated by reference.
4(e)(5) - Form of Original Issue Discount Senior Subordinated Note with Optional Redemption and Repayment
Provisions filed as Exhibit 4(e)(5) to the Company's Registration Statement on Form S-3
(Commission File No. 33-5392) is hereby incorporated by reference.
4(e)(6) - Form of Zero Coupon Senior Subordinated Note with Optional Redemption and Repayment Provisions
filed as Exhibit 4(e)(6) to the Company's Registration Statement on Form S-3 (Commission File No.
33-5392) is hereby incorporated by reference.
4(e)(7) - Form of Senior Subordinated Medium-Term Note filed as Exhibit 4.2 to the Company's Form 8-K
Current Report dated November 8, 1994 is hereby incorporated by reference.
*5 - Opinion of Counsel of the Company.
12 - Computation of ratios of earnings to fixed charges for the six months ended June 30, 1995 and the
years ended December 31, 1990, 1991, 1992, 1993 and 1994 filed as Exhibit 12 to the Company's
Quarterly Report on From 10-Q for the quarter ended June 30, 1995 is hereby incorporated by
reference.
*23(a) - Consent of Steve R. Wagner (included in Exhibit 5).
*23(b) - Consent of Deloitte & Touche, LLP.
*25(a) - Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank (National Association), as Trustee.
*25(b) - Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Harris Trust and Savings Bank, as Trustee.
</TABLE>
- ----------------------
* Previously filed.
II-3
<PAGE> 14
Item 17. Undertakings.
(a) Undertakings pursuant to Rule 415.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Undertakings in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 15
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 registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa on the 12th day of
October, 1995.
NORWEST FINANCIAL, INC.
By /s/ Dennis E. Young
-----------------------
Dennis E. Young
(Senior Vice President
and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed below by the following persons, in the
capacities indicated, on the 12th day of October, 1995.
<TABLE>
<CAPTION>
Signatures Titles
---------- ------
<S> <C>
/s/ David C. Wood
- --------------------------
(David C. Wood) Chairman of the Board
(Principal Executive Officer)
/s/ James R. Berens
- --------------------------
(James R. Berens) President and Director
/s/ Patricia J. McFarland
- --------------------------
(Patricia J. McFarland) Vice President, General
Counsel and Secretary
and Director
- --------------------------
(Stanley S. Stroup) Director
/s/ Alfred Z. Winick
- --------------------------
(Alfred Z. Winick) Senior Vice President and Director
/s/ Dennis E. Young
- --------------------------
(Dennis E. Young) Senior Vice President and Treasurer
and Director (Principal Financial Officer)
/s/ Robert W. Bettle
- --------------------------
(Robert W. Bettle) Vice President and Controller
(Principal Accounting Officer)
</TABLE>
II-5
<PAGE> 16
<TABLE>
INDEX TO EXHIBITS
-----------------
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT FORM OF FILING
- ----------- ---------------------- --------------
<S> <C> <C>
*5 Opinion of Counsel of the Company. Electronic Transmission
*23(a) Consent of Steve R. Wagner
(included in Exhibit 5). Electronic Transmission
*23(b) Consent of Deloitte & Touche, LLP. Electronic Transmission
*25(a) Form T-1, Statement of Eligibility
and Qualification under the Trust
Indenture Act of 1939 of The Chase
Manhattan Bank (National Association),
as Trustee. Electronic Transmission
*25(b) Form T-1, Statement of Eligibility
and Qualification under the Trust
Indenture Act of 1939 of Harris
Trust and Savings Bank, as
Trustee. Electronic Transmission
</TABLE>
- ----------------------
* Previously filed.
