<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 33-37598
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 16, 1995)
$150,000,000
[NORWEST FINANCIAL LOGO]
NORWEST FINANCIAL, INC.
5 1/2% SENIOR NOTES DUE MARCH 19, 2001
------------------------
These notes bear interest at the rate of 5 1/2% per year. Interest on
the notes is payable on September 19 and March 19 of each year, beginning
September 19, 1999. The notes will mature on March 19, 2001 and are not
redeemable before that date.
The notes are unsecured and rank equally with all of our other senior
unsecured and unsubordinated debt.
------------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Public Offering Price(1).................................... 99.914% $149,871,000
Underwriting Discount....................................... .25% $375,000
Proceeds, before expenses, to Norwest....................... 99.664% $149,496,000
</TABLE>
(1) Plus accrued interest from March 19, 1999
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined if this
prospectus supplement and accompanying prospectus are truthful and complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in New York, New York on or about
March 19, 1999.
------------------------
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
ABN AMRO INCORPORATED
------------------------
The date of this prospectus supplement is March 12, 1999.
<PAGE> 2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Ratio of Earnings to Fixed Charges.......................... S-3
Interim Results, Selected Financial Data and Recent S-3
Developments..............................................
Description of the Notes.................................... S-3
Underwriting................................................ S-4
PROSPECTUS
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Ratio of Earnings of Fixed Charges.......................... 3
Use of Proceeds............................................. 3
Description of the Debt Securities.......................... 4
Plan of Distribution........................................ 8
Legal Opinions.............................................. 9
Experts..................................................... 9
</TABLE>
------------------------
You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not, and
the underwriters have not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell the notes in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus, as well as information we
previously filed with the Securities and Exchange Commission and incorporated by
reference is accurate as of the date on the front cover of this prospectus
supplement only. Our business, financial condition, results of operations and
prospects may have changed since that date.
S-2
<PAGE> 3
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
Norwest and its subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS
- ----------------------------------------------------------------- ENDED
1993 1994 1995 1996 1997 SEPTEMBER 30, 1998
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C>
2.22 2.26 2.13 2.11 2.00 1.78
</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.
INTERIM RESULTS, SELECTED FINANCIAL DATA
AND RECENT DEVELOPMENTS
On January 21, 1999, Norwest announced total income (revenues) of
$2,005,765,000 and net earnings of $238,604,000 for the year ended December 31,
1998. The results reflect a 16% increase over total income and a 11% decrease
from net earnings for the year ended December 31, 1997.
On November 2, 1998, Wells Fargo & Company merged with WFC Holding
Corporation, a wholly-owned subsidiary of Norwest Corporation. In connection
with the merger, Norwest Corporation, the ultimate parent of Norwest, changed
its name to Wells Fargo & Company. In the fourth quarter ended December 31,
1998, Norwest recognized additional write-offs of $37,400,000 to realign its
write-off policies with other business groups of Wells Fargo & Company.
Excluding the fourth quarter charges, Norwest had net earnings of $262,000,000,
a 3% decrease over net earnings for the year ended December 31, 1997. For
additional information on Norwest's write-offs, please see Norwest's Current
Report on Form 8-K dated January 21, 1999.
On March 5, 1999, upon the recommendation of the management of Norwest
Corporation, the Board of Directors of Norwest dismissed Norwest's auditors,
Deloitte & Touche LLP, subject to completion of Norwest's and related entities'
audits for the year ended December 31, 1998, and approved the selection of KPMG
Peat Marwick LLP as Norwest's independent accountants for the year ending
December 31, 1999.
The firm of Deloitte & Touche LLP served as Norwest's independent
accountants for the years ended December 31, 1996, 1997 and 1998. Deloitte &
Touche LLP issued an unqualified opinion on Norwest's consolidated financial
statements as of and for the years ended December 31, 1996 and 1997, and Norwest
expects Deloitte & Touche LLP to issue an unqualified opinion on Norwest's
consolidated financial statements as of and for the year ended December 31,
1998. Prior to the merger, KPMG Peat Marwick LLP audited the financial
statements of both Norwest Corporation and Wells Fargo & Company and, since
consummation of the merger has been the auditor of Wells Fargo & Company. For
additional information on Norwest's changes in auditors, please see Norwest's
Current Report on Form 8-K dated March 9, 1999.
In Norwest's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, Norwest reported total assets of $10,243,482,000, total
liabilities of $8,697,324,000 and total stockholder's equity of $1,546,158,000.
S-3
<PAGE> 4
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.
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, as
successor by way of merger to The Chase Manhattan Bank (National Association).
The notes will be limited to $150,000,000 aggregate principal amount and
will mature on March 19, 2001. The notes will bear interest from March 19, 1999
at 5 1/2% per year. We will pay interest semi-annually on each September 19 and
March 19, beginning on September 19, 1999 to the person in whose name the notes
are registered at the close of business on the August 15 or February 15 record
date prior to the 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.
REDEMPTION
The notes may not be redeemed prior to maturity.
CONCERNING THE TRUSTEE
The Chase Manhattan Bank has extended a line of credit to Norwest. Norwest
borrows money and has other customary banking relationships with The Chase
Manhattan Bank in the ordinary course of business.
UNDERWRITING
We are selling the notes to the underwriters named below under an
underwriting agreement dated March 12, 1999. The underwriters, and the amount of
the notes that each of them has agreed to purchase from us, are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
------------ ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................ $ 55,500,000
Bear, Stearns & Co. Inc. ............................ 27,000,000
Chase Securities Inc. ............................... 27,000,000
NationsBanc Montgomery Securities LLC................ 27,000,000
ABN AMRO Incorporated................................ 13,500,000
------------
Total................................... $150,000,000
============
</TABLE>
S-4
<PAGE> 5
The underwriters propose to offer the notes to the public at the public
offering price set forth on the cover of this prospectus supplement and to
certain dealers at such price less a concession not in excess of .1% of the
principal amount of the notes. The underwriters may allow, and such dealers may
reallow, a discount not in excess of .075% 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, as trustee, is an affiliate of Chase Securities
Inc. and engages in general financing and banking transactions with Norwest and
its affiliates.
The underwriters have agreed to reimburse us for expenses related to this
offering in the total amount of $225,000.
To facilitate this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the notes.
Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in the notes for their own account. In addition, to
cover over-allotments or to stabilize the price of the notes, the underwriters
may bid for and purchase notes in the open market. Finally, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
if the syndicate repurchases previously distributed notes in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the notes to be higher than it
might be in the absence of such purchases.
The underwriters do not, nor do we, make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any of the
underwriters make any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. We have also agreed to
contribute to the payments the underwriters may be required to make because of
those liabilities.
S-5
<PAGE> 6
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> 7
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> 8
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> 9
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, however, the
4
<PAGE> 10
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 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
5
<PAGE> 11
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)
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
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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)
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
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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 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
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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.
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$150,000,000
LOGO
NORWEST FINANCIAL, INC.
5 1/2% SENIOR NOTES DUE MARCH 19, 2001
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
ABN AMRO INCORPORATED
MARCH 12, 1999
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