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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1999
REGISTRATION NO. 333-66089
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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)
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IOWA 42-1186565
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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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) 243-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
CHARLES N. BURGER, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000
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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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This Amendment No. 3 to Norwest Financial, Inc.'s Registration Statement on
Form S-3 is being filed solely for the purpose of filing exhibit 23(b).
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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:
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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
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Total............................................. $2,000,000
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* 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
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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.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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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.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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-- 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.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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-- 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.
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(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
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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.
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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 26th day of
April, 1999.
NORWEST FINANCIAL, INC.
By: /s/ DENNIS E. YOUNG
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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 8th day of April, 1999.
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SIGNATURES TITLES
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/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)
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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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.
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(1) Previously filed
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EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 3 to
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
Chicago, Illinois
April 26, 1999
