<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1995
REGISTRATION NO. 33-
-----
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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 SEPTEMBER 14, 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.
2
<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).
3
<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.
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").
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
5
<PAGE> 7
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)
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
6
<PAGE> 8
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)
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
7
<PAGE> 9
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 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.
8
<PAGE> 10
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> <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> <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> <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>
______________________
* Filed herewith.
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 14th day of
September, 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 14th day of September, 1995.
Signatures Titles
---------- ------
/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)
II-5
<PAGE> 16
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT FORM OF FILING
----------- ---------------------- --------------
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
<PAGE> 1
EXHIBIT 5
Norwest Financial, Inc.
206 Eighth Street
Des Moines, Iowa 50309
515/243-2131
September 14, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Sirs:
I am acting as counsel for Norwest Financial, Inc., an Iowa corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-3 under the Securities Act of 1933, as amended, for the registration of, and
the proposed issuance from time to time by the Company, of up to $2,500,000,000
aggregate principal amount of its senior debt securities (the "Senior Debt
Securities") or senior subordinated debt securities (the "Senior Subordinated
Debt Securities") (the Senior Debt Securities and the Senior Subordinated Debt
Securities being hereinafter called, collectively, the "Debt Securities"), in
one or more separate series pursuant to Rule 415. The Debt Securities are to
be issued under an indenture dated as of May 1, 1986, as amended and
supplemented by a first supplemental indenture dated as of February 15, 1991,
between the Company and The Chase Manhattan Bank (National Association), as
trustee in the case of Senior Debt Securities (said indenture as amended
by said first supplemental indenture being hereinafter called the "Senior
Indenture"), or an indenture dated as of May 1, 1986, as amended and
supplemented by a first supplemental indenture dated as of February 15, 1991,
between the Company and Harris Trust and Savings Bank, as trustee in the case
of Senior Subordinated Debt Securities (said indenture as amended by said first
supplemental indenture being hereinafter called the "Senior Subordinated
Indenture").
I have examined such documents, corporate records and other instruments as I
have deemed necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
(i) The Senior Indenture has been duly authorized, executed and
delivered by the Company, and constitutes a legal, valid and binding obligation
of the Company in accordance with its terms.
(ii) The Senior Subordinated Indenture has been duly authorized,
executed and delivered by the Company, and constitutes a legal, valid and
binding obligation of the Company in accordance with its terms.
(iii) When the issuance of the Debt Securities has been duly authorized
by appropriate corporate action and such Debt Securities have been duly
executed on behalf of the Company, authenticated, issued, sold and delivered in
accordance with the Senior Indenture or the Senior Subordinated Indenture, as
appropriate, and the Registration Statement, including the Prospectus contained
therein as supplemented by the Prospectus Supplement relating to such Debt
Securities, they will be legally issued and will constitute legal, valid and
binding obligations of the Company in accordance with their respective terms
(subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally from time to time in effect) and will be entitled
to the benefits of such Senior Indenture or Senior Subordinated Indenture, as
appropriate.
<PAGE> 2
-2-
(iv) The Debt Securities will, when sold, be legally issued, fully paid
and non-assessable.
I hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the heading "Legal
Opinions" in the Registration Statement and the Prospectus forming a part
thereof.
Very truly yours,
/s/ Steve R. Wagner
Steve R. Wagner
Assistant General Counsel
<PAGE> 1
[DELOITTE & TOUCHE, LLP LETTERHEAD]
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Norwest Financial, Inc. on Form S-3 of our report dated January 13, 1995,
appearing in the Annual Report on Form 10-K of Norwest Financial, Inc. for the
year ended December 31, 1994 and to reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche, LLP
September 14, 1995
<PAGE> 1
Securities Act of 1933 File No.
---------
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
-----------
----------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
----------------------
NORWEST FINANCIAL, INC.
(Exact name of obligor as specified in its charter)
IOWA
(State or other jurisdiction of incorporation or organization)
42-1186565
(I.R.S. Employer Identification No.)
206 EIGHTH STREET
DESMOINES, IOWA
(Address of principal executive offices)
50309
(Zip Code)
----------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with
the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12) , Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
-----------
*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
-------------------
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized , all in the City of New York, and the
State of New York, on the 14th day September, 1995
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Cathleen Sokolowski
--------------------------
Cathleen Sokolowski
Second Vice President
-----------------
2
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on June 30, 1995,
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161.
<TABLE>
<S> <C>
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
</TABLE>
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................. $ 4,279,000
Interest-bearing balances.......................................................... 6,752,000
Held to maturity securities........................................................... 1,779,000
Available-for-sale securities......................................................... 4,607,000
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold................................................................. 1,307,000
Securities purchased under agreements to resell.................................... 207,000
Loans and lease financing receivable:
Loans and leases, net of unearned income........................ $ 55,234,000
LESS: Allowance for loan and lease losses....................... 1,095,000
LESS: Allocated transfer risk reserve.......................... 0
------------
Loans and leases, net of unearned income, allowance, and reserve................... 54,139,000
Trading assets........................................................................ 13,459,000
Premises and fixed assets (including capitalized leases).............................. 1,824,000
Other real estate owned............................................................... 413,000
Investments in unconsolidated subsidiaries and associated companies................... 33,000
Customers' liability to this bank on acceptances outstanding.......................... 1,141,000
Intangible assets..................................................................... 934,000
Other assets.......................................................................... 6,947,000
------------
TOTAL ASSETS.......................................................................... $ 97,821,000
============
LIABILITIES
Deposits:
In domestic offices................................................................ $ 30,648,000
Noninterest-bearing........................................... $ 11,207,000
Interest-bearing.............................................. 19,441,000
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs...................... 35,397,000
Noninterest-bearing........................................... $ 3,024,000
Interest-bearing.............................................. 32,373,000
------------
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:
Federal funds purchased............................................................ 1,781,000
Securities sold under agreements to repurchase..................................... 217,000
Demand notes issued to the U.S. Treasury.............................................. 25,000
Trading liabilities................................................................... 10,479,000
Other borrowed money:
With original maturity of one year or less......................................... 2,050,000
With original maturity of more than one year....................................... 433,000
Mortgage indebtedness and obligations under capitalized leases........................ 40,000
Bank's liability on acceptances executed and outstanding.............................. 1,148,000
Subordinated notes and debentures..................................................... 1,960,000
Other liabilities..................................................................... 6,239,000
------------
TOTAL LIABILITIES..................................................................... 90,417,000
------------
Limited-life preferred stock and related surplus...................................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus......................................... 0
Common stock.......................................................................... 921,000
Surplus............................................................................... 4,869,000
Undivided profits and capital reserves................................................ 1,650,000
Net unrealized holding gains (losses) on available-for-sale securities................ (47,000)
Cumulative foreign currency translation adjustments................................... 11,000
------------
TOTAL EQUITY CAPITAL.................................................................. 7,404,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL................................................................ $ 97,821,000
============
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2)
---------------
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Marian Onischak, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2532
(Name, address and telephone number for agent for service)
NORWEST FINANCIAL, INC.
(Name of obligor)
Iowa 42-1186565
(State of Incorporation) (I.R.S. Employer Identification No.)
206 Eighth Street
Des Moines, Illinois 50309
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE> 2
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as
now in effect and includes the authority of the Trustee to
commence business and to exercise corporate trust powers was filed
in connection with the Registration Statement of Louisville Gas
and Electric Company, File No. 2-44295, and is incorporated herein
by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Hillenbrand
Industries, Inc., File No. 33-44086, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 14th day of September, 1995.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Marian Onischak
--------------------------
Marian Onischak
Trust Officer
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Marian Onischak
--------------------------
Marian Onischak
Trust Officer
2
<PAGE> 4
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1995, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1995, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve
System. Published in accordance with a call made by the Commissioner of Banks
and Trust Companies of the State of Illinois and by the Federal Reserve Bank of
this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin....................................... $1,005,442
Interest bearing balances................................................................. $625,600
Securities:.......................................................................................
a. Held-to-maturity securities $679,653
b. Available-for-sale securities $1,399,848
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold........................................................................ $334,413
Securities purchased under agreements to resell........................................... $216,275
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................................. $6,510,418
LESS: Allowance for loan and lease losses................................................ $92,572
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)...................................................................... $6,417,846
Assets held in trading accounts................................................................... $414,465
Premises and fixed assets (including capitalized leases).......................................... $137,331
Other real estate owned........................................................................... $2,087
Investments in unconsolidated subsidiaries and associated companies............................... $190
Customer's liability to this bank on acceptances outstanding...................................... $108,888
Intangible assets................................................................................. $23,281
Other assets...................................................................................... $324,142
-----------
TOTAL ASSETS $11,689,461
===========
LIABILITIES
Deposits:
In domestic offices........................................................................... $4,130,806
Non-interest bearing...................................................................... $2,349,310
Interest bearing.......................................................................... $1,781,496
In foreign offices, Edge and Agreement subsidiaries, and IBF's $2,666,956
Non-interest bearing...................................................................... $64,487
Interest bearing.......................................................................... $2,602,469
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C>
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased....................................................................... $754,641
Securities sold under agreements to repurchase................................................ $1,544,138
Trading Liabilities $457,361
Other borrowed money:.............................................................................
a. With original maturity of one year or less $850,855
b. With original maturity of more than one year $14,177
Bank's liability on acceptances executed and outstanding $108,888
Subordinated notes and debentures................................................................. $235,000
Other liabilities................................................................................. $167,882
-----------
TOTAL LIABILITIES $10,930,704
===========
EQUITY CAPITAL
Common stock...................................................................................... $100,000
Surplus........................................................................................... $275,000
a. Undivided profits and capital reserves........................................................ $389,937
b. Net unrealized holding gains (losses) on available-for-sale securities ($6,180)
-----------
TOTAL EQUITY CAPITAL $758,757
===========
Total liabilities, limited-life preferred stock, and equity capital $11,689,461
===========
</TABLE>
I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
STEVE NEUDECKER
4/30/95
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and, to the
best of our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
the Commissioner of Banks and Trust Companies of the State of Illinois and is
true and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
JAMES J. GLASSER,
Directors.
4
