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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
REGISTRATION NO. 333-66089
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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) 293-2131
(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) 293-2131
(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
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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. [ ]
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. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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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SUBJECT TO COMPLETION, DATED MARCH 25, 1999
PROSPECTUS
NORWEST FINANCIAL, INC.
$2,000,000,000
DEBT SECURITIES
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We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
The date of this prospectus is March , 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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WHERE YOU CAN FIND MORE INFORMATION ABOUT NORWEST........... 2
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........... 2
NORWEST FINANCIAL, INC. .................................... 2
USE OF PROCEEDS............................................. 3
RATIOS OF EARNINGS TO FIXED CHARGES......................... 3
DESCRIPTION OF DEBT SECURITIES.............................. 3
PLAN OF DISTRIBUTION........................................ 11
EXPERTS..................................................... 12
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION ABOUT NORWEST
We file annual, quarterly and current reports and other information with
the Securities and Exchange Commission. You may read and copy any document we
file with the Securities and Exchange Commission at the Securities and Exchange
Commission's public reference rooms in Washington, D.C., Chicago, Illinois, and
New York, New York. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
Securities and Exchange Commission filings are also available over the Internet
at the Securities and Exchange Commission's website at http://www.sec.gov.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with them which means that we can disclose
important information to you by referring you directly to those documents. The
information incorporated by reference is an important part of this prospectus.
Information that we file later with the Securities and Exchange Commission will
automatically update and supercede information contained in this prospectus and
the accompanying prospectus supplement. We incorporate by reference the
documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the securities we are offering:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Current Reports on Form 8-K dated January 26, 1999 and March 10, 1999.
You may request a free copy of any of these filings by writing or
telephoning us at:
Norwest Financial, Inc.
206 Eighth Street
Des Moines, Iowa 50309
Attn: Treasurer's Department
Telephone: (515) 243-2131
Because we list some of our debt securities on the New York Stock Exchange,
you may also inspect the filings described above, as well as other information,
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with additional or different information. If anyone
else provided you with different information, you should not rely on it. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
NORWEST FINANCIAL, INC.
Norwest is a leading diversified consumer finance company. Our consumer
finance operations make loans to individuals and purchase sales finance
contracts though 916 branch offices primarily in 46 states, Guam, Saipan, Puerto
Rico, Argentina and the ten Canadian provinces.
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We are a wholly-owned subsidiary of Wells Fargo & Co. Wells Fargo & Co. is
a diversified financial services organization which, at December 31, 1998, had
consolidated assets totaling approximately $202 billion.
Our principal executive offices are located at 206 Eighth Street, Des
Moines, Iowa 50309. Our telephone number is (515) 243-2131. When we refer to
"Norwest," "we" or "our" in this prospectus, we mean Norwest Financial, Inc. and
its subsidiaries on a consolidated basis, unless the context otherwise requires.
USE OF PROCEEDS
Unless we indicate otherwise in a prospectus supplement, we will use the
net proceeds from the sale of the debt securities for general corporate
purposes. These purposes may include bulk purchases of finance receivables,
acquisitions of branch offices, consumer finance operations and other related
businesses or the repayment of outstanding indebtedness. The net proceeds may be
invested temporarily or applied to repay short term debt until they are used for
their stated purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Norwest is set forth below for
the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
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1994 1995 1996 1997 1998
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
2.26 2.13 2.11 2.00 1.72
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges we
have divided earnings plus fixed charges and income taxes by fixed charges.
Fixed charges consist of interest and debt expenses plus the portion of rentals,
which we deem to be representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The securities we are offering will be either senior or senior subordinated
debt. The senior debt securities and subordinated debt securities will be issued
under separate indentures. The senior debt securities 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 Norwest and The
Chase Manhattan Bank, as trustee, as successor by way of merger to The Chase
Manhattan Bank (National Association). The subordinated debt securities 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 Norwest
and Harris Trust and Savings Bank, as trustee. Unless otherwise indicated, The
Chase Manhattan Bank and Harris Trust and Savings Bank will be referred to
herein as the "trustee".
The following summaries of the material provisions of the indentures are
not complete. You should read all of the provisions of the indentures, including
the definitions of certain terms. These summaries set forth certain general
terms and provisions of the securities to which any prospectus supplement may
relate. The particular terms of the securities offered by any prospectus
supplement and the applicability of the general
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provisions will be described in the appropriate prospectus supplement. Unless
otherwise indicated, parenthetical section references refer to each of the
indentures.
SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of debt securities, the prospectus
supplement relating to that new series will specify the particular amount, price
or other terms of these debt securities. These terms may include:
- the title of the debt securities and whether they will be senior or
subordinated debt;
- any limit on the total principal amount of the series of debt securities;
- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- the interest rate or rates on the series of debt securities and the date
from which any such interest will accrue;
- the dates on which we will pay interest on the series of debt securities
and the regular record date for determining who is entitled to the
interest payable on any interest payment date;
- the place or places where principal of and premium, if any, and interest
on the debt securities will be payable;
- any redemption dates, prices, obligations and restrictions on the series
of debt securities;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the series of debt securities;
- the denominations in which the series of debt securities will be issued,
if other than denominations of $1,000 and multiples of $1,000;
- the portion of the principal amount of the debt securities, other than
their principal amount, that is payable on the declaration of
acceleration of the maturity;
- the applicable overdue rate if other than the interest rate stated in the
title of the series of debt securities;
- any modifications of or additions to the events of default;
- the currency in which the debt securities will be denominated or in which
payment of the principal of and premium and interest on any debt
securities will be made, if other than U.S. dollars;
- if the principal of and premium or interest on any series of debt
securities is to be payable at our election or at the election of a
holder of the debt securities in a currency other than that in which the
debt securities are denominated, the period or periods within which and
the terms and conditions on which these elections may be made;
- if the amount of principal of and premium or interest on any series of
debt securities may be determined by reference to an index based on
either a currency other than that in which the debt securities are
payable or any other method specifying the manner in which these amounts
will be determined;
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- whether and to what extent any other means of satisfaction and discharge,
which is sometimes referred to as "defeasance" will be applicable to the
debt securities other than as described below under "Satisfaction and
Discharge; Defeasance";
- if the debt securities are to be issued in the form of one or more global
security and, if so, the identity of the depositary or depositaries of
such global debt security or global debt securities; and
- any other specific terms of the debt securities that are not inconsistent
with each Indenture.
(Section 3.01)
We may issue debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is below market rates. If we issue these kinds of debt securities, we will
provide you with additional information in a prospectus supplement.
FORM, DENOMINATION AND EXCHANGE
We may issue the debt securities in registered from, without coupons, in
increments of $1,000 or multiples thereof, unless the prospectus supplement
states otherwise.
Alternatively, we may issue the debt securities in the form of one or more
global certificates.
No service charge will be made for any transfer or exchange of the
securities, but we may require payment of amount sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.
NO EVENT OF RISK COVENANT
Neither indenture contains any covenant or other provision that restricts
Norwest from incurring, assuming or becoming liable for any type of debt or
other obligations, from creating liens on its property, from paying dividends or
making distributions on its capital stock or purchasing or redeeming its capital
stock. Neither indenture requires Norwest to maintain any financial ratios or
specified levels of net worth. In addition, neither indenture gives holders of
the debt securities protection upon the occurrence of a change in control or in
the event of a highly leveraged transaction involving Norwest.
LIMITATION ON MERGER, CONSOLIDATION AND CERTAIN SALE OF ASSETS
We may not merge into or consolidate with any other corporation, or convey
or transfer our properties and assets substantially as an entirety to any person
unless:
- the successor is a U.S. corporation;
- the successor assumes on the same terms and conditions all the
obligations under the debt securities and each indenture; and
- immediately after giving effect to the transaction, there is no default
under each Indenture.
(Section 10.01) Upon any merger, consolidation, conveyance or transfer, the
successor will succeed to, and will be substituted in lieu of Norwest.
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COMPUTATION OF INTEREST
We will calculate the interest that is due on the debt securities based on
a 360-day year of twelve 30 day months, unless the prospectus supplement states
otherwise.
PAYMENTS AND PAYING AGENTS
PAYMENTS ON REGISTERED DEBT SECURITIES
We will pay principal, interest and any premium on registered debt
securities in the designated currency at the office of a designated paying
agent. At our option, payment of interest on fully registered securities may
also be made by check mailed to the person in whose names the securities are
registered on the days specified in the indentures or any prospectus supplement.
(Section 3.12)
PAYING AGENT
The Chase Manhattan Bank will be designated as Norwest's paying agent for
the senior debt securities unless the prospectus supplement states otherwise.
Harris Trust and Savings Bank will be designated as Norwest's paying agent for
the subordinated debt securities unless the prospectus supplement states
otherwise.
If we authorize any other person to make payments on debt securities for
us, we will identify them in the applicable prospectus supplement.
REGISTRATION AND TRANSFER
GLOBAL SECURITIES
We may issue debt securities of a series in whole or in part in the form of
one or more global certificates that will be deposited with a depository that we
will identify in a prospectus supplement. Unless and until it is exchanged in
whole or in part for individual certificates evidencing securities in definitive
form represented thereby, a global security may not be transferred except as a
whole by the depository to a nominee of that depository or by a nominee of that
depository to a depository or another nominee of that depository.
The specific terms of the depositary arrangement for each series of debt
securities will be described in the applicable prospectus supplement.
RANKING
The senior debt securities will be the unsecured obligations of Norwest and
will rank equally among themselves and with all of Norwest's other unsecured and
unsubordinated debt.
The prospectus supplement will describe the specific terms and conditions
upon which the subordinated debt securities will be subordinated to other
indebtedness of Norwest. Such terms may include:
- indebtedness ranking senior to the subordinated debt securities;
- restrictions on payments to the holders of such subordinated debt
securities while a default relating to such senior indebtedness is
continuing;
- restrictions on payments to the holders of such subordinated debt
securities following an event of default; and
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- provisions requiring holders of senior debt securities to receive certain
payments prior to holders of subordinated debt securities.
(Section sec.15.01)
SATISFACTION AND DISCHARGE; DEFEASANCE
SATISFACTION AND DISCHARGE
At our request, each indenture will terminate as to the debt securities of
any series (except for certain obligations to register the transfer or exchange
of the debt securities) when either:
- all the debt securities have been delivered to the trustee for
cancellation; or
- we have deposited with the trustee in trust, an amount sufficient to make
all remaining payments on these debt securities. (Section 6.01)
DEFEASANCE
Each indenture will terminate as to a series of debt securities when:
- a series of debt securities has become due and payable;
- a series of debt securities will become due and payable at the stated
maturity; or
- a series of debt securities are to be redeemed
and we deposit with the trustee money or U.S. government obligations that will,
in a written opinion of independent public accountants delivered to the trustee,
be sufficient to pay principal of and interest on these debt securities when
due.
To elect either option described above, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related defeasance
described above would not cause the holders of that series to recognize, income,
gain or loss for U.S. federal income tax purposes and that the holders of that
series will be subject to U.S. federal income tax in the same amounts, in the
same manner and at the same times as would have been the case if that option had
not been exercised. (Section 14.02)
EVENTS OF DEFAULT AND NOTICE
EVENTS OF DEFAULT
An "event of default" regarding any series of debt securities is any one of
the following events, subject to various grace periods:
- failure to pay principal of, or any premium on, any senior debt security
when due;
- failure to deposit any sinking fund payments for any series of senior
debt security when due;
- failure to pay any interest when due and payable;
- failure to perform any covenants or warranties in either indenture, which
failure has continued for 60 days after written notice to Norwest by the
trustee or by the holders of 50% in principal amount of the outstanding
debt securities of that series;
- certain events in bankruptcy, insolvency or reorganization of Norwest;
- default regarding any other series of debt securities, which results in
the acceleration of such other series of debt securities; and
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- any other events of default regarding that series of senior debt
securities that is specified in the prospectus supplement.
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series. A default under other debt of
Norwest will not be a default under each Indenture.
If an event of default for any series of debt securities occurs and is
continuing, either the trustee or the holders of 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount of
all the debt securities of that series to be immediately due and payable by
notice in writing to Norwest. If the debt securities of that series are original
issue discount debt securities, the portion of the principal amount as is
specified in that series may declare the principal amount of the debt securities
of that series to be immediately declared payable by notice in writing to
Norwest. If the holders of debt securities give notice of the declaration of
acceleration to Norwest, then they must also give notice to the trustee.
(Section 7.02)
The holders of a majority in principal amount of the outstanding debt
securities may rescind a declaration of acceleration if:
- Norwest has paid or deposited with the trustee a sum sufficient to pay
principal, interest, including overdue interest and interest thereon, any
premium and the fee and expenses of the trustee; and
- any other event of default, besides the failure to pay principal due
because of the declaration of acceleration, has been cured or waived.
(Section 7.2)
(Section 7.13)
We are required to file every year with the trustee an officers'
certificate stating whether any default exists and specifying any default that
exists. (Section 12.05)
NOTICES
The trustee is required to give notice to holders of debt securities of a
default, which remains uncured or has not been waived, that is known to the
trustee within 90 days after the occurrence of the default. The trustee may
withhold this notice, however, if it determines in good faith that the
withholding of notice is in the interest of the holders of the debt securities.
However, the trustee may not withhold notice in the case of a default in the
payment of principal of and premium or interest on or a sinking fund installment
on any of the debt securities. In addition, the trustee is only required to give
notice of the failure by Norwest to perform any covenant until at least 30 days
after the failure has become a default. The term "default" for this purpose
means any event which is, or after notice or lapse of time or both would become,
an event of default. (Section 8.02)
CERTAIN RIGHTS OF THE TRUSTEE
The holders of a majority in principal amount of outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
other power conferred on the trustee. The trustee may decline to follow that
direction, however, if it either would involve the trustee in personal liability
or would be unduly prejudicial to holders of the debt securities of that series
that do not join in that direction. (Section 7.12) During a default, the trustee
is required to exercise the standard of care that a prudent man would exercise
or use under the circumstances in the conduct of his own affairs (Section 8.1)
Otherwise, the trustee is
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not obligated, however, to exercise any of its rights or powers under each
Indenture at the request or direction of any of the holders of debt securities
unless those holders have offered to the trustee reasonable security or
indemnity. (Section 8.3)
MODIFICATION AND WAIVER OF EACH INDENTURE
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive any past default under the applicable
indenture. The following defaults may not, however, be waived:
- a default in the payment of the principal, or any premium, interest or
additional amounts payable on a series of debt securities, or in the
payment of any sinking fund installment with respect to that series,
which has not been cured until that time; or
- a default regarding a covenant or provision of either indenture which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of the series affected.
(Section 6.13)
Without the consent of the holders of debt securities, we and the trustee
may modify each Indenture for any of the following purposes:
- to name a successor entity to Norwest;
- to add to our covenants for the benefit of the holders of all or any
series of debt securities;
- to establish the form or terms of securities of any series of debt
securities and any related coupons;
- to cure any ambiguity or inconsistency in the applicable indenture;
- to modify, eliminate and add to the provisions of either indenture to
enable it to qualify under the Trust Indenture Act of 1939; or
- to provide for the acceptance or appointment of a successor trustee.
MODIFICATION REQUIRING CONSENT OF THE HOLDERS
Each indenture provides that modifications and amendments may be made by us
and the trustee with the consent of the holders of at least a majority in
principal amount of the outstanding debt securities of each series affected by
the amendment or modification of each indenture. However, no modification or
amendment may, without the consent of each holder affected:
- change the stated maturity of the principal of, or any installment of
interest on, any debt security;
- reduce the principal amount, the rate of interest, or any additional
amounts in respect of any debt security or reduce the amount of any
premium payable upon the redemption of any debt security;
- reduce the principal amount of original issued discount debt securities
that would be due and payable upon acceleration of their maturity;
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- change the place of payment, the currency in which, any debt security or
any premium or interest thereon is payable;
- reduce the amount of, or postpone the date fixed for, any payment under
the sinking fund for any debt security;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date of the security or, in the case of
redemption, on or after the redemption date;
- reduce the percentage of securities required to consent to any
modification, amendment or waiver under either indenture;
- modify, except under limited circumstances, any provisions of the
applicable indenture relating to modification and amendment of the
indenture or waiver of compliance with conditions and defaults
thereunder; or
- in the case of the subordinated indenture, alter the provisions regarding
the subordination of the subordinated debt securities in any way that
would be adverse to the holders of such debt securities.
(Section 11.02)
REPLACEMENT OF SECURITIES
MUTILATED SECURITIES
We will replace any mutilated debt security at the expense of the holder
and on surrender of that mutilated debt security to the trustee. (Section 3.06)
DESTROYED, STOLEN OR LOST SECURITIES
We will replace debt securities that are destroyed, lost or stolen at the
expense of the holder and on delivery to the security registrar of evidence of
that destruction, loss or theft which is satisfactory to us and the trustee.
Before we issue a replacement debt security, we and the trustee may require an
indemnity from the party seeking the replacement security. (Section 3.06)
NOTICES
Except as otherwise provided in each Indenture, notices to holders of debt
securities will be given by mail to the addresses of those holders as they
appear in the security register. (Section 1.06)
GOVERNING LAW
The laws of the State of New York govern each Indenture and will govern the
debt securities, including any matters of interpretation under them. (Section
1.13)
INFORMATION CONCERNING THE TRUSTEE
We may from time to time engage in general financing and banking
transactions with The Chase Manhattan Bank or with its affiliates or with Harris
Trust and Savings Bank or with its affiliates.
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PLAN OF DISTRIBUTION
We may sell the debt securities in one or more of the following ways:
- through underwriters or dealers;
- directly to one or more purchasers;
- through agents; or
- in a combination of any of the above transactions.
The prospectus supplement for each series of debt securities will describe
that offering, including:
- the name or names of any underwriters;
- the purchase price and the proceeds we will receive from such sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which the debt securities of such series may
be listed.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold by them 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 securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt securities may be sold directly by us or through agents designated by
us from time to time. We will name any agent involved in the offer or sale of
the debt securities and will list commissions payable by us to these agents in
the prospectus supplement. These agents will be acting on a best efforts basis
to solicit purchases for the period of its appointment, unless we state
otherwise in the prospectus supplement.
We may sell debt securities directly to purchasers. In this case, we will
not engage underwriters or agents in the offer and sale of debt securities.
INDEMNIFICATION
Underwriters, dealers or agents who participate in the distribution of debt
securities may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make
relating contribute to payments which these underwriters, dealers or agents may
be required to make.
NO ASSURANCE OF LIQUIDITY
Each series of debt securities will be a new issue of securities with no
established trading market. Any underwriters that purchase debt securities from
us may make a market in these debt securities. The underwriters will not be
obligated, however, to make such a market and may discontinue market-making at
any time without notice to holders of the debt securities. We cannot assure you
that there will be liquidity in the trading market for any debt securities of
any series.
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LEGAL OPINIONS
The legality of the debt securities will be passed upon for us by Steve R.
Wagner, Esq., who is our Senior Assistant General Counsel, and for the
underwriters, dealers or agents by Orrick, Herrington & Sutcliffe LLP, New York,
New York.
EXPERTS
The consolidated financial statements and schedules of Norwest and
subsidiary companies for the three-year period ended December 31, 1998, have
been incorporated by reference herein and in the registration statement in
reliance upon the report of Deloitte & Touche LLP, independent auditors,
incorporated by reference herein, and upon authority of that firm as experts in
accounting and auditing.
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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.
The Company's By-Laws provide that the Company shall indemnify any person
who was or is a party or is threatened to be made party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action or suit by or in the right
of the Company) by reason of the fact that he is or was a director or officer of
the Company , a member of any committee of the Board of Directors, or a
fiduciary of an employee benefit plan of the Company or its affiliated companies
(provided such fiduciary is or was simultaneously a director, officer or
employee of the Company), or any director, officer or employee of the Company
who is or was serving at the request of the Company as a director or officer or
equivalent official of another company, partnership, joint venture, trust,
association or other enterprise or organization, against all expenses of
whatever nature, including (but not limited to) counsel fees and disbursements,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, also had no reasonable cause to believe his conduct was unlawful.
The Company's By-Laws also provide that the Company shall indemnify any
person (or his heirs, executors of administrators) who was or is involved or is
threatened to be involved as a party or otherwise to any threatened, pending or
completed action or suit by or in the right of the Company to procure a
judgement in its favor by reason of the fact that he is or was a director or
officer of the Company, a member of any committee of the Board of Directors, or
a fiduciary of an employee benefit plan of the Company or its affiliated
companies (provided such fiduciary is or was simultaneously a director, officer
or
13
<PAGE> 16
employee of the Company), or any director, officer or employee of the Company
who is or was serving at the request of the Company as a director or officer or
equivalent official of another corporation, partnership, joint venture, trust,
association or other enterprise or organization, against all expenses of
whatever nature, including (but not limited to) counsel fees and disbursements,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company, unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstance of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
Wells Fargo & Company maintains policies of insurance under which directors
and officers of the Company are insured, subject to certain specific exclusions
and deductible maximum amounts, against loss arising from any civil claim which
may be made against them, or any of them, arising out of any misstatement,
misleading statement, omission or other act done or alleged to have been done,
or wrongfully attempted, while acting in their representative capacities.
Any agreement with underwriters or agents may contain provisions providing
for the indemnification of the Company and certain of its directors and officers
in certain circumstances.
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.
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.
-- Conformed Copy of Indenture dated as of May 1, 1986 between
4(b)(1) 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.
-- Conformed copy of First Supplemental Indenture dated as of
4(b)(2) 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.
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
-- Conformed copy of Indenture dated as of May 1, 1986 between
4(c)(1) 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.
-- Conformed copy of First Supplemental Indenture dated as of
4(c)(2) 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.
-- Form of Senior Note with Optional Redemption Provisions
4(d)(1) 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.
-- Form of Senior Debenture with Optional Redemption and
4(d)(2) 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.
-- Form of Variable Rate Senior Note with Optional Redemption
4(d)(3) 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.
-- Form of Extendible Senior Note with Optional Redemption and
4(d)(4) 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.
-- Form of Original Issue Discount Senior Note with Optional
4(d)(5) 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.
-- Form of Zero Coupon Senior Note with Optional Redemption and
4(d)(6) 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.
-- Form of Senior Medium-Term Note filed as Exhibit 4.1 to the
4(d)(7) Company's Form 8-K Current Report dated November 8, 1994 is
hereby incorporated by reference.
-- Form of Senior Subordinated Note with Optional Redemption
4(e)(1) 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.
-- Form of Senior Subordinated Debenture with Optional
4(e)(2) 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.
-- Form of Variable Rate Senior Subordinated Note with Optional
4(e)(3) 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.
-- Form of Extendible Senior Subordinated Note with Optional
4(e)(4) 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.
-- Form of Original Issue Discount Senior Subordinated Note
4(e)(5) 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.
-- Form of Zero Coupon Senior Subordinated Note with Optional
4(e)(6) 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.
</TABLE>
15
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
-- Form of Senior Subordinated Medium-Term Note filed as
4(e)(7) 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.(1)
12 -- Computation of ratios of earnings to fixed charges for the
years ended December 31, 1998, 1997, 1996, 1995 and 1994
filed as Exhibit 12 to the Company's Annual Report on Form
10-K for the year ended December 31, 1999 is hereby
incorporated by reference.
23(a) -- Consent of Steve R. Wagner, Esq. (included in Exhibit 5).(1)
23(b) -- Consent of Deloitte & Touche LLP.
25(a) -- Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Chase Manhattan Bank
(National Association), as Trustee 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>
- -------------------------
(1) Previously filed
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
16
<PAGE> 19
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 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.
17
<PAGE> 20
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
March, 1999.
NORWEST FINANCIAL, INC.
By: /s/ DENNIS E. YOUNG
-----------------------------------
Dennis E. Young
(Executive Vice President and
Chief Financial Officer)
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 March, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLES
---------- ------
<C> <S>
/s/ DAVID C. WOOD Chairman of the Board and President
(David C. Wood) (Principal Executive Officer)
/s/ PATRICIA J. MCFARLAND Senior Vice President, General
(Patricia J. McFarland) Counsel
and Secretary and Director
Stanley S. Stroup Director
/s/ DENNIS E. YOUNG Executive Vice President and Chief
(Dennis E. Young) Financial Officer and Director
(Principal Financial Officer)
/s/ ERIC T. TORKELSON Senior Vice President and
(Eric T. Torkelson) Controller
(Principal Accounting Officer)
</TABLE>
18
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
5 Opinion of Counsel of the Company.(1)
23(a) Consent of Steve R. Wagner, Esq. (included in Exhibit 5).(1)
23(b) Consent of Deloitte & Touche LLP.
</TABLE>
- -------------------------
(1) Previously filed
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to this
Registration Statement No. 333-66089 of Norwest Financial, Inc. on Form S-3 of
our report dated January 18, 1999, appearing in the Annual Report on Form 10-K
of Norwest Financial, Inc. for the year ended December 31, 1998 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
March 23, 1999
