<PAGE> 1
As Filed Pursuant to Rule 424(b)(2)
Registration No. 33-37598
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 16, 1995)
$200,000,000
[NORWEST FINANCIAL LOGO]
NORWEST FINANCIAL, INC.
5 3/8% SENIOR NOTES 2003 SERIES DUE SEPTEMBER 30, 2003
------------------
Interest on the Notes is payable semi-annually on March 30 and September 30
of each year, beginning March 30, 1999. The Notes are not subject to redemption
prior to maturity.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------------------------------------
Per Note.......................... 99.542% .45% 99.092%
- -------------------------------------------------------------------------------------------------------------
Total............................. $199,084,000 $900,000 $198,184,000
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from September 30, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
(3) Before deducting expenses payable by the Company estimated at $50,000.
------------------
The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued to and accepted by the Underwriters, subject to approval of
certain legal matters by counsel for the Underwriters. The Underwriters reserve
the right to withdraw, cancel or modify such offer and to reject orders in whole
or in part. It is expected that delivery of the Notes will be made in New York,
New York on or about September 30, 1998.
------------------
MERRILL LYNCH & CO.
BANCAMERICA SECURITIES, INC.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
PAINEWEBBER INCORPORATED
SALOMON SMITH BARNEY
------------------
The date of this Prospectus Supplement is September 23, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVERALLOTMENT, STABILIZING TRANSACTIONS AND SYNDICATE SHORT COVERING
TRANSACTIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company and its subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS
- ----------------------------------------------------------------- ENDED
1993 1994 1995 1996 1997 JUNE 30, 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 net
earnings plus fixed charges and income taxes by fixed charges. Fixed charges
consist of interest and debt expense plus one-third of rentals (which is deemed
representative of the interest factor).
SELECTED FINANCIAL DATA
In the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, the Company reported total assets of $9,813,151,000, total
liabilities of $8,312,323,000 and total stockholder's equity of $1,500,828,000.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes hereby
supplements the description of the general terms and provisions of the Debt
Securities set forth in the Prospectus, to which description reference is hereby
made.
GENERAL
The Notes will 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 Trustee (the
"Trustee") as successor by way of merger to The Chase Manhattan Bank (National
Association), will be limited to $200,000,000 aggregate principal amount and
will mature on September 30, 2003. The Notes will bear interest from September
30, 1998 at the annual rate set forth on the cover page of this Prospectus
Supplement, payable each March 30 and September 30, commencing March 30, 1999.
Interest will be payable generally to the person in whose name the Note is
registered at the close of business on the March 15 or September 15 record date
next preceding the March 30 or September 30 interest payment date. Payment of
interest and principal at maturity will be made by check mailed to the persons
entitled thereto; provided, however, that any such payment will be made by wire
transfer of immediately available funds to any registered holder of Notes having
an aggregate principal amount in excess of $1 million if appropriate wire
transfer instructions shall have been provided by such holder to the Trustee no
less than five business days prior to (i) the record date for the applicable
interest payment date or (ii) the maturity date for payments of principal.
Payment of principal at maturity will be made upon surrender of a Note.
S-2
<PAGE> 3
REDEMPTION
The Notes may not be redeemed prior to maturity.
CONCERNING THE TRUSTEE
The Trustee has extended a line of credit to the Company. The Company
borrows money and has other customary banking relationships with the Trustee in
the ordinary course of business.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated; BancAmerica Securities, Inc.; Bear, Stearns & Co.
Inc.; Chase Securities Inc.; PaineWebber Incorporated; and Salomon Brothers Inc
(the "Underwriters"), the Company has agreed to sell to the Underwriters, and
the Underwriters have agreed to purchase, $200,000,000 in principal amount of
the Notes. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Notes if any are
purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
------------ ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... $100,000,000
BancAmerica Securities, Inc................................. 20,000,000
Bear, Stearns & Co. Inc..................................... 20,000,000
Chase Securities Inc........................................ 20,000,000
PaineWebber Incorporated.................................... 20,000,000
Salomon Brothers Inc........................................ 20,000,000
------------
Total.......................................... $200,000,000
============
</TABLE>
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Notes to the public at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of .30% of the principal
amount. The Underwriters may allow, and such dealers may reallow, a discount not
in excess of .25% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
The Chase Manhattan Bank, the Trustee, is an affiliate of Chase Securities
Inc. and engages in general financing and banking transactions with the Company
and its affiliates.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
In connection with the offering of the Notes, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, on behalf of the Underwriters, may engage in
overallotment, stabilizing transactions and syndicate covering transactions in
accordance with Regulation M under the Securities Exchange Act of 1934, as
amended. Overallotment involves sales in excess of the offering size, which
creates a short position for the Underwriters. Stabilizing transactions involve
bids to purchase the Notes in the open market for the purpose of pegging, fixing
or maintaining the price of the Notes. Syndicate covering transactions involve
purchases of the Notes in the open market after the distribution has been
completed in order to cover short positions. Such stabilizing transactions and
syndicate covering transactions may cause the price of the Notes to be higher
than it would otherwise be in the absence of such transactions. Such activities,
if commenced, may be discontinued at any time.
S-3
<PAGE> 4
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 OCTOBER 16, 1995.
<PAGE> 5
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.
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. $").
------------------------
2
<PAGE> 6
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>
YEARS ENDED DECEMBER 31,
- -------------------------------- SIX MONTHS ENDED
1990 1991 1992 1993 1994 JUNE 30, 1995
- ---- ---- ---- ---- ---- ----------------
<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).
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.
3
<PAGE> 7
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 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,
4
<PAGE> 8
however, the maturities and interest rates of the Offered Securities may be
established by the Company from time to time and, if not set forth in the
Prospectus Supplement, will be made available through such dealers.
Debt Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may otherwise
vary. One or more series of Debt Securities may be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at
a rate which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
described in the Prospectus Supplement relating thereto.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Debt Securities and such currency or currency units will be
described in the Prospectus Supplement relating thereto.
Neither Indenture restricts the Company from incurring, assuming or
becoming liable for any type of debt or other obligations, from creating liens
on its property for any purpose, from paying dividends or making distributions
on its capital stock or purchasing or redeeming its capital stock. The
Indentures do not require the maintenance of any financial ratios or specified
levels of net worth. In addition, the provisions of the Indentures would not
necessarily afford holders of the Debt Securities protection upon the occurrence
of a change in control or in the event of a highly leveraged or other
transaction involving the Company that may adversely affect the Holders.
GLOBAL SECURITIES
If any Debt Securities of a series are issuable in global form, the
applicable Prospectus Supplement will describe the distribution procedures
applicable to such securities and the circumstances, if any, under which
beneficial owners of interests in any such Global Security may exchange such
interests for certificated Debt Securities of such series and of like tenor and
principal amount of any authorized form and denomination. A Person having a
beneficial interest in a Global Security will, except with respect to payment of
principal of and any premium and interest on such Global Security, be treated as
a Holder of such principal amount of Outstanding Securities represented by such
Global Security, as shall be specified in a written statement which is produced
to the Trustee by such Depository. Principal of and any premium and interest on
a Global Security will be payable in the manner described in the applicable
Prospectus Supplement.
SENIOR SECURITIES
The Debt Securities which will constitute part of the senior indebtedness
of the Company ("Senior Securities") will be issued under the Indenture that
authorizes the issuance of Senior Securities (the "Senior Indenture"). The
Senior Securities will rank on a parity with all other unsecured indebtedness of
the Company for borrowed money, whether outstanding at the date of issuance of
such Senior Securities or incurred thereafter, which is not by its terms
subordinate and junior to any other unsecured indebtedness of the Company
("Senior Indebtedness").
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
5
<PAGE> 9
proceedings, and any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relating to the Company or its property, or
of any proceeding for voluntary liquidation, dissolution or other winding up of
the Company, whether or not involving any insolvency or bankruptcy, or (ii) that
pursuant to the terms of any Senior Subordinated Indenture, any of the Senior
Subordinated Securities issued thereunder are declared due and payable because
of the occurrence of an Event of Default thereunder, except as otherwise
provided in such Senior Subordinated Indenture, all principal and interest on
Senior Indebtedness will be paid in full before any payment is made on such
Senior Subordinated Securities. (Senior Subordinated Indenture Section 15.01)
MODIFICATION OF THE INDENTURE
Each Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of a majority in aggregate principal amount of
each series of Debt Securities at the time Outstanding under such Indenture that
is affected thereby, to enter into supplemental indentures for the purpose of
amending or modifying, in any manner, the provisions of such Indenture or of any
indenture supplemental thereto, or modifying the rights of the Holders of such
Debt Securities; provided, that no such supplemental indenture, without the
consent of the Holder of each Outstanding Debt Security affected thereby, may
(i) modify the terms of payment of principal, premium, if any, or interest; (ii)
reduce the aforesaid percentage of Holders of Outstanding Debt Securities
necessary to amend or modify such Indenture or waive compliance by the Company
with any restrictive covenant or waive any default; or (iii) subordinate the
indebtedness evidenced by such Debt Securities to any indebtedness of the
Company or, if such Debt Securities are Senior Subordinated Securities, modify
the terms of the applicable Senior Subordinated Indenture with respect to the
subordination of such Senior Subordinated Securities in a manner adverse to the
Holders thereof. (Section 11.02)
SATISFACTION AND DISCHARGE
Except as may otherwise be set forth in the Prospectus Supplement
accompanying this Prospectus, the Company will be discharged from its
obligations under the Debt Securities of a particular series at any time prior
to the Stated Maturity or redemption thereof upon satisfaction of the following
conditions: (a) the Company has irrevocably deposited with the Trustee in trust
either (i) sufficient funds to pay the principal of (and premium, if any, on)
and interest to Stated Maturity or any Redemption Date on the Debt Securities of
such series, or (ii) an amount of direct obligations of (or obligation
guaranteed by) the United States of America which are not subject to prepayment,
redemption or call sufficient to pay when due the principal of (and premium, if
any, on) and interest to Stated Maturity or any Redemption Date on the Debt
Securities of such series; and (b) the Company has paid all other sums payable
with respect to the Debt Securities of such series; and (c) in the case of any
deposit of direct obligations of (or obligations guaranteed by) the United
States, if such deposit occurs more than one year prior to the Stated Maturity
or redemption of the Debt Securities of such series, notice thereof has been
given to the Holders of such Debt Securities and the Trustee has received an
opinion of recognized tax counsel to the effect that such deposit and discharge
will not result in recognition by the Holders of such Debt Securities of income,
gain or loss for federal income tax purposes (other than income, gain or loss
which would have been recognized in like amount and at a like time absent such
deposit and discharge). Upon such discharge, the Holders of the Debt Securities
of such series will no longer be entitled to the benefits of the Indenture that
authorized the issuance of such Debt Securities, except for the purposes of
registration of transfer and exchange of such Debt Securities, and may look only
to such deposited funds or obligations for payment. (Section 6.01 and Section
14.02)
6
<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. (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)
7
<PAGE> 11
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 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
8
<PAGE> 12
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, 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> 13
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS= BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Ratios of Earnings to Fixed Charges..... S-2
Selected Financial Data................. S-2
Description of the Notes................ S-2
Underwriting............................ S-3
PROSPECTUS
Available Information................... 2
Incorporation of Documents by
Reference............................. 2
The Company............................. 3
Ratios of Earnings to Fixed Charges..... 3
Use of Proceeds......................... 3
Description of Debt Securities.......... 4
Plan of Distribution.................... 8
Legal Opinions.......................... 9
Experts................................. 9
</TABLE>
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$200,000,000
LOGO
NORWEST FINANCIAL, INC.
5 3/8% SENIOR NOTES
2003 SERIES
DUE SEPTEMBER 30, 2003
------------------------
PROSPECTUS SUPPLEMENT
------------------------
MERRILL LYNCH & CO.
BANCAMERICA SECURITIES, INC.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
PAINEWEBBER INCORPORATED
SALOMON SMITH BARNEY
SEPTEMBER 23, 1998
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