<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORWEST FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------
<TABLE>
<S> <C>
IOWA 42-1186565
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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, ESQ.
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 LLP
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]
If this form is filed to register additional securities pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Debt Securities.............. $2,000,000,000 100% $2,000,000,000 $556,000
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</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
$2,000,000,000.
(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.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 23, 1998
PROSPECTUS
NORWEST FINANCIAL, INC.
DEBT SECURITIES
Norwest Financial, Inc. (the "Company") from time to time may issue in one or
more series up to $2,000,000,000 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, time of payment of
any interest, maturity, offering price, terms of redemption, if any, (including
whether such redemption is 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.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF DEBT SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
The date of this Prospectus is October , 1998.
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 BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<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
periodic 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 Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following regional offices of the Commission:
Citicorp Center, 500 West Madison Street, Suite 400, Chicago, Illinois 60661;
and Seven World Trade Center, Suite 1300, New York, New York 10048. 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. The Commission maintains a World Wide Web site located at
which contains periodic reports, proxy statements and other information
regarding registrants that file electronically with the Commission, including
the Company. This Prospectus and any Prospectus Supplement do 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 on Form S-3 of
which this Prospectus is a part, including any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission or incorporated by
reference herein are not necessarily complete, and, in each instance, reference
is made to the copy of such document so filed for a more complete description of
the matter involved. Each such statement is qualified in its entirety by such
reference.
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:
The Company's Annual Report on Form 10-K for the year ended December 31, 1997;
and
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, and June 30, 1998.
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<PAGE> 4
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. Any statement contained
herein or in any Prospectus Supplement or in a document incorporated or deemed
to be incorporated by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Prospectus and any Prospectus Supplement to
the extent that a statement contained herein or in any other subsequently filed
document which is incorporated or deemed to be incorporated by reference herein
or in any Prospectus Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus or any Prospectus
Supplement.
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<PAGE> 5
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, 1997, had consolidated assets totaling
approximately $88.5 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, 1997, Norwest Financial had 998 branch offices primarily engaged
in the consumer finance business in 47 states, Guam, Saipan, Puerto Rico, and
the ten Canadian provinces. The Company's automobile finance operations have 238
branch offices in 32 states and specialize in purchasing sales finance contracts
directly from automobile dealers and making loans secured by automobiles.
Norwest Financial also issues credit cards through two banking subsidiaries. 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
and the consumer finance business of certain affiliates. 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 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. Subsidiaries of the Company supply information
services to Norwest Financial and 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,
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1993 1994 1995 1996 1997 1998
- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
2.22 2.26 2.13 2.11 2.00 1.79
</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> 6
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, the possible
acquisition of branch offices, consumer finance operations and other related
businesses 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 from time to time thereunder up to the aggregate principal amount
authorized 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.
(sec.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.
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<PAGE> 7
Reference is made to the applicable 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 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 Depositary or Depositaries of such Global Security or
Securities and any special provisions with respect to such Global Security or
Securities; (14) the person or entity to whom any interest on the Offered
Securities shall be payable, if other than the person or entity in whose name
that security (or one or more predecessor securities, if any) is registered at
the close of business on the Regular Record Date for such interest; (15) if the
amount of payments of principal of or any premium or interest on any Offered
Securities may be determined with reference to an index, formula or other
method, the index, formula or other method by which such amounts shall be
determined; (16) if the principal of or any premium or interest on any Offered
Securities is to be payable, at the election of the Company or a holder thereof,
in one or more currencies or in currency units in which payment of the principal
of and any premium and interest on the Offered Securities as to which such
election is made shall be payable, then the periods within which and the other
terms and conditions upon which such election is to be made; (17) the
applicability of the provisions described under "Satisfaction and Discharge;"
(18) any Events of Default with respect to the Debt Securities of such series,
if not otherwise set forth under "Events of Default;" and (19) 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, premium, if any, or interest, if any, on
any series of Debt Securities is payable in foreign currencies or foreign
currency units, the restrictions, elections, material U.S. federal income tax
consequences, specific terms and other information with respect to
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<PAGE> 8
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.
If any index is used to determine the amount of payments of principal of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations applicable thereto
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 the applicable Depositary. 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
Company, whether or not involving any insolvency or bankruptcy, or (ii) that
pursuant to the terms of any Senior
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<PAGE> 9
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, premium, if any, and interest on Senior Indebtedness
will be paid in full before any payment is made on such Senior Subordinated
Securities. (Senior Subordinated Indenture sec.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. (sec.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 obligations 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. (sec.6.01 and sec.14.02)
8
<PAGE> 10
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. (sec.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.
(sec.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.
(sec.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.
(sec.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.
(sec.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. (sec.7.07 and sec.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
9
<PAGE> 11
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. (sec.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. (sec.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 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
10
<PAGE> 12
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 LLP, 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, 1997, 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.
11
<PAGE> 13
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................ $ 556,000
Printing and Engraving*.......................... 150,000
Blue Sky Expenses*............................... 100,000
Rating Agency Fees*.............................. 700,000
Accounting Fees*................................. 100,000
Legal Fees and Expenses*......................... 40,000
Trustee Fees*.................................... 300,000
Miscellaneous*................................... 54,000
----------
Total.................................. $2,000,000
==========
</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(a) -- Articles of Incorporation of the Company filed as Exhibit
(3)(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1983 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.
</TABLE>
II-1
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
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.
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.
</TABLE>
II-2
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
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.
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, 1998 and the years ended December
31, 1997, 1996, 1995, 1994 and 1993 filed as Exhibit 12 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 is hereby incorporated by reference.
23(a) -- Consent of Steve R. Wagner, Esq. (included in Exhibit 5).
23(b) -- Consent of Deloitte & Touche LLP.
</TABLE>
II-3
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
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 filed as Exhibit 25(a) to
the Company's Registration Statement on Form S-3 (Commission
File No. 33-62635) is hereby incorporated by reference.
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 filed as Exhibit 25(b) to the Company's
Registration Statement on Form S-3 (Commission File No.
33-62635) is hereby incorporated by reference.
</TABLE>
ITEM 17. UNDERTAKINGS.
(A) UNDERTAKINGS PURSUANT TO ITEM 512 OF REGULATION S-K.
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 that is incorporated
in this registration statement 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 that is
incorporated in this registration statement 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 and each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement 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
II-4
<PAGE> 17
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-5
<PAGE> 18
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 23rd day of
October, 1998.
NORWEST FINANCIAL, INC.
By /s/ DENNIS E. YOUNG
------------------------------------
Dennis E. Young
(Senior Vice President, Chief
Financial Officer 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 23rd day of October, 1998.
<TABLE>
<CAPTION>
SIGNATURES TITLES
---------- ------
<C> <S>
/s/ DAVID C. WOOD Chairman of the Board
- --------------------------------------------------- (Principal Executive Officer)
(David C. Wood)
/s/ JAMES R. BERENS President and Director
- ---------------------------------------------------
(James R. Berens)
/s/ PATRICIA J. MCFARLAND Vice President, General Counsel and
- --------------------------------------------------- Secretary and Director
(Patricia J. McFarland)
Director
- ---------------------------------------------------
Stanley S. Stroup
/s/ DENNIS E. YOUNG Senior Vice President, Chief
- --------------------------------------------------- Financial Officer and Treasurer and
(Dennis E. Young) Director (Principal Financial
Officer)
/s/ ERIC T. TORKELSON Vice President and Controller
- --------------------------------------------------- (Principal Accounting Officer)
(Eric T. Torkelson)
</TABLE>
II-6
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<C> <S>
5 Opinion of Counsel of the Company.
23(a) Consent of Steve R. Wagner, Esq. (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5
October 23, 1998
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 $2,000,000,000
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 (as successor by way of merger to 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
(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
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 14, 1998,
appearing in the Annual Report on Form 10-K of Norwest Financial, Inc. for the
year ended December 31, 1997 and to reference to us under the heading of
"Experts" in the Prospectus, which is part of this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
--------------------------------------
Deloitte & Touche LLP
Chicago, Illinois
October 23, 1998
