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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORWEST FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
IOWA 42-1186565
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
</TABLE>
--------------------------
206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------------
STEVE R. WAGNER, ESQ.
206 EIGHTH STREET
DES MOINES, IOWA 50309
(515) 243-2131
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------------
COPIES TO:
CHARLES N. BURGER, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this form is filed to register additional securities pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________________
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. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities............................. $3,000,000,000 100% $3,000,000,000 $792,000
</TABLE>
(1) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as may result in the initial offering prices aggregating
$3,000,000,000.
(2) Estimated solely for purposes of computing the registration fee.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 22, 2000
PROSPECTUS
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NORWEST FINANCIAL, INC.
$3,000,000,000
DEBT SECURITIES
---------------
We may issue up to an aggregate $3.0 billion of debt securities at one or
more times. We will describe the specific terms of each series of debt
securities that we offer in a supplement to this prospectus. Supplements will be
made available at the time of each offering of debt securities.
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 DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
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
LEGAL OPINIONS.............................................. 12
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, 1999;
- Current Report on Form 8-K dated March 21, 2000.
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 906 branch
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offices primarily in 46 states, Guam, Saipan, Puerto Rico, Argentina and the ten
Canadian provinces.
We are a wholly-owned subsidiary of Wells Fargo & Company. Wells Fargo &
Company is a diversified financial services organization which, at December 31,
1999, had consolidated assets totaling approximately $218 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,
- --------------------------------
<S> <C> <C> <C> <C>
1995 1996 1997 1998 1999
- ---- ---- ---- ---- ----
2.13 2.11 2.00 1.72 1.78
</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 November 1, 1991, between Norwest and The First National
Bank of Chicago (now called Bank One Trust Company, National Asssociation), as
trustee. 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, Bank One Trust Company,
National Association 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
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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 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;
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- 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;
- 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 form, 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 an amount sufficient to cover any tax
or other governmental charge payable in connection with a transfer or exchange.
(Section 3.02)
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
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- 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.
(Section 10.02).
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. (Section 3.11)
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
Bank One Trust Company, National Association 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. (Section 8.14)
If we authorize any other person to make payments on debt securities for us,
we will identify them in the applicable prospectus supplement.
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.
(Section 3.01)
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;
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- 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
- provisions requiring holders of senior debt securities to receive certain
payments prior to holders of subordinated debt securities. (Section 15.01)
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
We may satisfy our obligations with respect to payments of principal of the
debt securities, and premium, if any, and interest, if any, on the debt
securities of any series by irrevocably depositing in trust with the trustee
money or U.S. government obligations sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written opinion of independent
public accountants, to make all payments of:
- interest, if any, on the debt securities of such series prior to and on
their redemption or maturity, as the case may be; and
- principal of the debt securities, and premium, if any, on the debt
securities of such series when due upon redemption or at the designated
maturity date, as the case may be
then all of our obligations with respect to the debt securities of such series
and the indentures which relate to the debt securities will be satisfied and
discharged.
To elect either option described above, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related payment 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
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 debt security when
due;
- failure to deposit any sinking fund payments for any series of debt
security when due;
- failure to pay any interest when due and payable;
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- 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
- any other events of default regarding that series of debt securities that
is specified in the prospectus supplement. (Section 7.01)
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 either 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 (Section 7.02); 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 7.13)
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)
NOTICE OF DEFAULTS
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)
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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 8.0)
Otherwise, the trustee is 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 8.03)
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 7.13)
MODIFICATION WITHOUT CONSENT OF THE HOLDERS
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.
(Section 11.01)
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
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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;
- 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)
MUTILATED, DESTROYED, STOLEN OR LOST 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. We will also
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)
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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 Bank One Trust Company, National Association or with its
affiliates or with Harris Trust and Savings Bank or with its affiliates.
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.
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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 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.
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 of Norwest and subsidiary companies as
of and for the year ended December 31, 1999, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent auditors, incorporated by reference herein, and upon authority
of that firm as experts in accounting and auditing.
The consolidated financial statements of Norwest and subsidiary companies as
of December 31, 1998 and for each of the two years in the 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.
12
<PAGE>
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..................... $ 792,000
Printing and Engraving*............................... 225,000
Blue Sky Expenses*.................................... 150,000
Rating Agency Fees*................................... 1,050,000
Accounting Fees*...................................... 150,000
Legal Fees and Expenses*.............................. 60,000
Trustee Fees*......................................... 450,000
Miscellaneous*........................................ 123,000
----------
Total............................................. $3,000,000
==========
</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 or 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 employee of the Company), or any director, officer or employee of the
II-1
<PAGE>
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 circumstances 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.
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.
4(b) -- Conformed Copy of Indenture dated as of November 1, 1991
between the Company and The First National Bank of Chicago
(now called Bank One Trust Company, National Association),
as Trustee, relating to the Senior Securities filed as
Exhibit 2(a) to the Company's Form 8-A Registration
Statement dated May 24, 1993 is hereby incorporated herein
by reference.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
<S> <C> <C>
4(c)(1) -- Conformed copy of Indenture dated as of May 1, 1986 between
the Company and Harris Trust and Savings Bank, as Trustee,
relating to the Senior Subordinated Securities filed as
Exhibit 4(p) to the Company's Form 10-K Annual Report for
the year ended December 31, 1986 is hereby incorporated
herein by reference.
4(c)(2) -- Conformed copy of First Supplemental Indenture dated as of
February 15, 1991 between the Company and Harris Trust and
Savings Bank, as Trustee, relating to the Senior
Subordinated Securities filed as Exhibit 4.4 to the
Company's Form 8-K Current Report dated February 25, 1991 is
hereby incorporated by reference.
4(d)(1) -- Form of Senior Note with Optional Redemption Provisions
filed as Exhibit 4(d)(1) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is
hereby incorporated by reference.
4(d)(2) -- Form of Senior Debenture with Optional Redemption and
Sinking Fund Provisions filed as Exhibit 4(d)(2) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(3) -- Form of Variable Rate Senior Note with Optional Redemption
and Repayment Provisions filed as Exhibit 4(d)(3) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(4) -- Form of Extendible Senior Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(d)(4) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(5) -- Form of Original Issue Discount Senior Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(d)(5) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(d)(6) -- Form of Zero Coupon Senior Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(d)(6) to the
Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(e)(1) -- Form of Senior Subordinated Note with Optional Redemption
Provisions filed as Exhibit 4(e)(1) to the Company's
Registration Statement on Form S-3 (Commission File
No. 33-5392) is hereby incorporated by reference.
4(e)(2) -- Form of Senior Subordinated Debenture with Optional
Redemption and Sinking Fund Provisions filed as
Exhibit 4(e)(2) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(3) -- Form of Variable Rate Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(3) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
<S> <C> <C>
4(e)(4) -- Form of Extendible Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(4) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(5) -- Form of Original Issue Discount Senior Subordinated Note
with Optional Redemption and Repayment Provisions filed as
Exhibit 4(e)(5) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
4(e)(6) -- Form of Zero Coupon Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as
Exhibit 4(e)(6) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-5392) is hereby
incorporated by reference.
* 5 -- Opinion of Counsel of the Company.
12 -- Computation of ratios of earnings to fixed charges for the
years ended December 31, 1999, 1998, 1997, 1996 and 1995
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).
*23(b)(1) Consent of KPMG LLP.
*23(b)(2) -- Consent of Deloitte & Touche LLP.
*25(a) -- Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Bank One Trust Company,
National Association, as Trustee.
*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.
</TABLE>
- ------------------------
* Filed herewith.
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
II-4
<PAGE>
post-effective amendment is contained in a periodic report filed by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that is incorporated in this registration
statement by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment and each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(B) UNDERTAKINGS IN RESPECT OF INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
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 21(st) day of
March, 2000.
<TABLE>
<S> <C> <C>
NORWEST FINANCIAL, INC.
By: /s/ DENNIS E. YOUNG
--------------------------------
Dennis E. Young
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>
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 21(st) day of March, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLES
--------- ------
<C> <S>
/s/ DANIEL W. PORTER Chairman of the Board and Chief
------------------------------------------- Executive Officer (Principal
(Daniel W. Porter) Executive Officer)
/s/ THOMAS P. SHIPPEE President and Chief Operating
------------------------------------------- Officer and Director
(Thomas P. Shippee)
/s/ PATRICIA J. MCFARLAND Senior Vice President, General
------------------------------------------- Counsel and Secretary and Director
(Patricia J. McFarland)
Director
-------------------------------------------
Stanley S. Stroup
/s/ DENNIS E. YOUNG Executive Vice President and Chief
------------------------------------------- Financial Officer and Director
(Dennis E. Young) (Principal Financial Officer)
/s/ ERIC T. TORKELSON Senior Vice President and Controller
------------------------------------------- (Principal Accounting Officer)
(Eric T. Torkelson)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement
5 Opinion of Counsel of the Company.
23(a) Consent of Steve R. Wagner, Esq. (included in Exhibit 5).
23(b)(1) Consent of KPMG LLP.
23(b)(2) Consent of Deloitte & Touche LLP.
25(a) Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Bank One Trust Company,
National Association, as Trustee.
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.
</TABLE>
<PAGE>
Exhibit 1.1
NORWEST FINANCIAL, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
To the Underwriters named
in Schedule B hereto
Gentlemen:
The undersigned Norwest Financial Inc., an Iowa corporation
(the "Company"), confirms its agreement with the several underwriters named in
Schedule B hereto (the "Underwriters"), as set forth below. If the firm or firms
listed in Schedule B hereto include only the firm or firms listed on Schedule A
hereto (the "Representatives"), then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to refer to such firm or
firms.
1. DESCRIPTION OF SECURITIES. The Company proposes to issue
and sell debt securities of the title and amount set forth in Schedule A hereto
(the "Securities"), to be issued under an indenture identified in Schedule A
hereto (the "Indenture") between the Company and the trustee named therein (the
"Trustee").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (with the file number
set forth in Schedule A hereto), including a prospectus, relating to the
securities has been carefully prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended (the "Act"), the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder, has been filed with the Commission and
has become effective. Such registration statement and prospectus may have been
amended or supplemented from time to time prior to the date of this Agreement;
any such amendment or supplement was so prepared and filed and any such
amendment has become effective. A prospectus supplement (the "Prospectus
Supplement") relating to the Securities has been so prepared and will be filed
pursuant to Rule 424 under the Act. Copies of such registration statement and
prospectus, any such amendment or supplement, the Prospectus Supplement and all
documents incorporated by reference therein which were filed with the Commission
on or prior to the date of this Agreement (including one fully executed copy of
the registration statement and of each amendment thereto
<PAGE>
for each of you and for counsel for the Underwriters) have been delivered to
you. Such registration statement and prospectus, as amended or supplemented to
the date of this Agreement and as supplemented by the Prospectus Supplement, are
herein referred to as the "Registration Statement" and the "Prospectus". Any
reference herein to the Registration Statement or Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein which were
filed with the Commission on or prior to the date of this Agreement, and any
reference to the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement or Prospectus shall be deemed to refer to and include the
filing of any document with the Commission deemed to be incorporated by
reference therein after the date of this Agreement
(b) The registration statement, at the time it became
effective, any post-effective amendment thereto, at the time it became
effective, the Registration Statement and the Prospectus, at the date of this
Agreement and at the Closing Date (as hereinafter defined), and any amendment or
supplement thereto, conformed or will conform in all material respects to the
requirements of the Act, the Trust Indenture Act and the Rules and Regulations;
and no such document included or will include an untrue statement of a material
fact or omitted or will omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; PROVIDED,
HOWEVER, that the Company makes no representations or warranties as to (i) the
information contained in or omitted from any such document in reliance upon and
in conformity with information furnished in writing to the Company by you or on
behalf of any Underwriter through you specifically for use in connection with
the preparation of the Registration Statement or (ii) that part of the
Registration Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee.
(c) The financial statements included in the Registration
Statement and the Prospectus, together with the related schedules and notes,
present fairly the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statement of income, stockholder's
equity and cash flows of the Company and its consolidated subsidiaries for the
periods specified; said financial statements have been prepared in conformity
with generally accepted accounting principals ("GAAP") applied on a consistent
basis throughout the periods involved. The supporting schedules, if any,
included in the Registration Statement present fairly in accordance with GAAP
the information required to be stated therein. The selected financial data and
the summary financial information included in the Prospectus present fairly the
information shown therein and have been compiled on a basis consistent with that
of the audited financial statements included in the Registration Statement. In
addition, any pro forma financial statements and the related notes thereto
included in the Registration Statement and the Prospectus present fairly the
information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial statements
and have been properly compiled on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and
circumstances referred to therein.
(d) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as otherwise
stated therein, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
2
<PAGE>
whether or not arising in the ordinary course of business (a "Material Adverse
Effect"), (B) there have been no transactions entered into by the Company or any
of its subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its subsidiaries considered as one
enterprise, and (C) except for regular dividends on the Company's common stock
or preferred stock in amounts that are consistent with past practices or the
applicable charter document or supplement thereto, respectively, there has been
no dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock.
(e) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of Iowa
and has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the prospectus and to enter into and
perform its obligations under this Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure so to qualify or to be in good standing would not result in a
Material Adverse Effect.
(f) Each "significant subsidiary" of the Company (as such term
is defined in Rule 1-02 of Regulation S-X promulgated under the Act) (each a
"Subsidiary and, collectively, the "Subsidiaries"), if any, has been duly
organized and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has corporate power and authority
to own, lease and operate its properties and to conduct its business as
described in the prospectus and is duly qualified or registered as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect.
Except as otherwise disclosed in the Registration Statement and the Prospectus,
all of the issued and outstanding common stock of each such Subsidiary has been
duly authorized and validly issued, is fully paid and non-assessable and (with
the exception of directors' qualifying shares) is owned by the Company, directly
or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.
(g) This Agreement has been duly authorized, executed and
delivered by the Company.
(h) The Indenture has been duly authorized by the Company and
duly qualified under the Trust Indenture Act and, when duly executed and
delivered by the Company and the Trustee, will constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditor's rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).
(i) The Securities have been duly authorized and, at the
Closing Time, will have been duly executed by the Company and, when
authenticated, issued and delivered in the manner provided for in the Indenture
and delivered against payment of the purchase price thereof
3
<PAGE>
as provided in this Agreement, will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and will be in the form contemplated by, and
entitled to the benefits of, the Indenture.
(j) The Securities and the Indenture will conform in all
material respects to the respective statements relating thereto contained in the
Prospectus and will be in substantially the respective forms filed or
incorporated by reference, as the case may be, as exhibits to the Registration
Statement.
(k) Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any subsidiary is subject
(collectively, "Agreements and Instruments") except for such defaults that would
not result in a Material Adverse Effect; and the execution, delivery and
performance of this Agreement, the Indenture and the Securities and the
consummation of the transactions contemplated herein and in the Registration
Statement (including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Prospectus under
the caption "Use of Proceeds") and compliance by the Company with its
obligations hereunder and under the Indenture and the securities have been duly
authorized by all necessary corporate action and do not and will not, whether
with or without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default or Repayment Event (as defined below)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any subsidiary
pursuant to, the Agreements and Instruments (except for such conflicts, breaches
or defaults or liens, charges or encumbrances that would not result in a
Material Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any subsidiary or any of their assets, properties or operations
(except for such violations that would not result in a Material Adverse Effect).
As used herein, a "Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any person
acting on such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or any
subsidiary.
(l) There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company or any subsidiary, which is
required to be disclosed in the Registration Statement (other than as disclosed
therein), or which would reasonably be expected to result in a Material Adverse
Effect, or which would reasonably be expected to materially and adversely affect
the properties or assets thereof or the consummation of the transactions
contemplated in this Agreement or the performance by the
4
<PAGE>
Company of its obligations hereunder (other than as disclosed in the
Registration Statement); the aggregate of all pending legal or governmental
proceedings to which the Company or any subsidiary is a party or of which any of
their respective property or assets is the subject which are not described in
the Registration Statement, including ordinary routine litigation incidental to
the business, would not reasonably be expected to result in a Material Adverse
Effect.
(m) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required for the performance by
the Company of its obligations under this Agreement or in connection with the
offering, issuance or sale of the Securities hereunder or the consummation of
the transactions contemplated by this Agreement or for the due execution,
delivery or performance of the Indenture by the Company, except such as have
been already obtained or as may be required under the Act or the Rules and
Regulations or state securities laws and except for the qualification of the
Indenture under the Trust Indenture Act.
(n) The Company is not, and upon the issuance and sale of the
Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Prospectus will not be, an `investment company" or
an entity "controlled" by an "investment company" as such terms are defined in
the Investment Company Act of 1940, as amended.
3. PURCHASE, SALE AND DELIVERY OF SECURITIES. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company, at
a purchase price set forth in Schedule A hereto, the amount of Securities set
forth opposite each Underwriter's name in Schedule B hereto reduced by such
Underwriter's portion of any Contract Securities (as hereinafter defined),
determined as provided below.
If so authorized in Schedule A hereto, the Underwriters may
solicit offers from investors of the types set forth in the Prospectus to
purchase Securities from the Company pursuant to delayed delivery contracts
("Delayed Delivery Contracts"). Such contracts shall be substantially in the
form of Exhibit I hereto but with such changes therein as the Company may
approve. Securities to be purchased pursuant to Delayed Delivery Contracts are
herein called "Contract Securities". When Delayed Delivery Contracts are
authorized in Schedule A, the Company will enter into a Delayed Delivery
Contract in each case where a sale of Contract Securities arranged through you
has been approved by the Company but, except as the Company may otherwise agree,
such Delayed Delivery Contracts must be for at least the minimum amount of
Contract Securities set forth in Schedule A hereto, and the aggregate amount of
Contract Securities may not exceed the amount set forth in such Schedule. The
Company will advise you not later than 10:00 a.m., New York City time, on the
third full business day preceding the Closing Date (or at such later time as you
may otherwise agree) of the sales of the Contract Securities which have been so
approved. You and the other Underwriters will not have any responsibility in
respect of the validity or performance of Delayed Delivery Contracts.
The amount of Securities to be purchased by each Underwriter
as set forth in Schedule B hereto shall be reduced by an amount which shall bear
the same proportion to the total amount of Contract Securities as the amount of
Securities set forth opposite the name of
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such Underwriter bears to the total amount of Securities set forth in Schedule B
hereto, except to the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company; PROVIDED, HOWEVER,
that the total amount of Securities to be purchased by all Underwriters shall be
the total amount of Securities set forth in Schedule B hereto less the aggregate
amount of Contract Securities.
The Securities to be purchased by the Underwriters will be
delivered by the Company to you for the accounts of the several Underwriters at
the office specified in Schedule A hereto against payment of the purchase price
therefor by wire transfer in immediately available funds to the account of the
Company specified in Schedule A hereto on the date and at the times specified in
such Schedule A, or at such other time not later than eight full business days
thereafter as you and the Company determine, such time being herein referred to
as the "Closing Date". Such Securities will be prepared in definitive form and
in such authorized denominations and registered in such names as you may require
upon at least three business days' prior notice to the Company and will be made
available for checking and packaging at the office at which they are to be
delivered on the Closing Date (or such other office as may be specified for that
purpose in Schedule A) not later than noon on the business day prior to the
Closing Date.
It is understood that you, acting individually and not in a
representative capacity, may (but shall not be obligated to) make payment to the
Company on behalf of any other Underwriter for Securities to be purchased by
such Underwriter. Any such payment by you shall not relieve any such Underwriter
of any of its obligations hereunder.
The Company will pay to you on the Closing Date for the
accounts of the Underwriters any fee, commission or other compensation which is
specified in Schedule A hereto. Such payment will be made by wire transfer in
immediately available funds.
4. AGREEMENTS. The Company agrees with each Underwriter that:
(a) The Company will cause the Prospectus Supplement to be
filed pursuant to Rule 424(b) under the Act and will notify you promptly of such
filing. During the period in which a prospectus relating to the Securities is
required to be delivered under the Act, the Company will notify you promptly of
the time when any amendment to the Registration Statement has become effective
or any subsequent supplement to the Prospectus has been filed and of any request
by the Commission for any amendment or supplement to the Registration Statement
or Prospectus or for additional information; it will prepare and file with the
Commission, promptly upon your request, any amendments or supplements to the
Registration Statement or Prospectus which, in your opinion, may be necessary or
advisable in connection with the distribution of the Securities by the
Underwriters; it will file no amendment or supplement to the Registration
Statement or the Prospectus (other than any prospectus supplement relating to
the offering of securities other than the Securities registered under the
Registration Statement or any document required to be filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which upon filing is
deemed to be incorporated by reference therein) to which you shall reasonably
object by notice to the Company after having been furnished a copy a reasonable
time prior to the filing; and it will furnish to you at or prior to the filing
thereof a copy of any such prospectus supplement or any document which upon
filing is deemed to be incorporated by reference in the Registration Statement
or the Prospectus.
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(b) The Company will advise you, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement, of
the suspension of the qualification of the Securities for offering or sale in
any jurisdiction, or of the initiation or threatening of any proceeding for any
such purpose; and it will promptly use its best efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such a stop order should be
issued.
(c) Within the time during which a prospectus relating to the
Securities is required to be delivered under the Act, the Company will comply as
far as it is able with all requirements imposed upon it by the Act, as now and
hereafter amended, and by the Rules and Regulations, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealings in
the Securities as contemplated by the provisions hereof and the Prospectus. If
during such period any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading or if
during such period it shall be necessary to amend or supplement the Registration
Statement or the Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company will promptly prepare and file with the
Commission, subject to paragraph (a) of this Section 4, an amendment or
supplement to the Registration Statement or the Prospectus which will correct
such statement or omission or an amendment which will effect such compliance.
(d) The Company will make generally available to its security
holders, as specified in Rule 158 under the Act, and to you as soon as
practicable, but not later than 15 months after the end of the Company's current
fiscal quarter, an earnings statement (which need not be audited) of the Company
and its subsidiaries, covering a 12-month period beginning after the effective
date of the Registration Statement, which will satisfy the provisions of Section
11(a) of the Act and Rule 158 thereunder.
(e) The Company will furnish to the Underwriters copies of the
Registration Statement and the Prospectus (including all documents incorporated
by reference therein), and all amendments and supplements to the Registration
Statement or the Prospectus which are filed with the Commission during the
period in which a prospectus relating to the Securities is required to be
delivered under the Act (including all documents filed with the Commission
during such period which are deemed to be incorporated by reference therein), in
each case in such quantities as you may from time to time reasonably request.
The Company will pay the expenses of printing all documents related to the
offering.
(f) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as you may designate,
will maintain such qualifications in effect so long as required for the
distribution of the Securities and will arrange for the determination of the
legality of the Securities for purchase by institutional investors.
(g) The Company will not, without your consent, offer or sell,
or publicly announce its intention to offer or sell, any debt securities
denominated in U.S. dollars having a maturity of more than one year (except
under prior contractual commitments or pursuant to bank
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credit-agreements) during the period beginning the date of this Agreement and
ending the business day following the Closing Date.
5. EXPENSES. Whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, the Company will pay
all costs and expenses incident to the performance of the obligations of the
Company hereunder, including, without limiting the generality of the foregoing,
all costs, taxes and expenses incident to the issue and delivery of the
Securities to the Underwriters, all fees and expenses of the Company's counsel
and accountants, all costs and expenses incident to the preparing, printing,
filing and distribution of all documents relating to the offering and this
underwriting, and all costs and expenses (including fees of counsel for the
Underwriters not exceeding $10,000 and their disbursements) incurred in
connection with "blue sky" qualifications, the legality of the Securities for
investment and the rating of the Securities. Except as provided in this Section
5 and Section 7 hereof, the Underwriters will pay all their own costs and
expenses, including the fees of their counsel and any advertising expenses in
connection with any offer they may make.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase and pay for the Securities as
provided herein shall be subject to the accuracy in all material respects of the
representations and warranties on the part of the Company contained herein as of
the date hereof and the Closing Date, to the accuracy of the statements of the
Company officers made in any certificates given pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Company or any
Underwriter, threatened.
(b) The Company shall have furnished to you the opinion of
Steve R. Wagner, Esq., counsel for the Company, dated the Closing Date, to the
effect that:
(i) the Company has been duly incorporated and is, on
the Closing Date, validly existing as a corporation in good standing under the
laws of the State of Iowa with corporate power to own its property and conduct
its business as described in the Prospectus;
(ii) each of the active subsidiaries of the Company
has been duly organized and is, on the Closing Date, validly existing as a
corporation or business trust in good standing under the laws of the
jurisdiction of its organization with corporate power to own its property and
conduct its business as described in the Prospectus;
(iii) the Company is duly licensed and duly qualified
to do business as a foreign corporation and is in good standing in all
jurisdictions in which, to the best of such counsel's knowledge, such licensing
or qualification is required by virtue of the direct making of loans and the
direct purchase of installment sale contracts, and each of the active
subsidiaries of the Company is duly licensed and duly qualified or registered to
do business and is in good standing in all other jurisdictions in which, to the
best of such counsel's knowledge, the nature of the business transacted by it
makes such licensing or qualification necessary; PROVIDED, HOWEVER,
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that the foregoing opinion may be subject to certain exceptions, which
exceptions do not, in the opinion of the Company, expose the Company or its
subsidiaries to penalties, liabilities or loss of business which would in the
aggregate be materially adverse to the Company and its subsidiaries, taken as a
whole; all of the outstanding capital stock or certificates of participation of
such subsidiaries have been duly and validly authorized and issued and are fully
paid and non-assessable; and to the best of such counsel's knowledge, the
Company owns, free and clear of any claims, liens or encumbrances, all of the
outstanding common stock (except directors' qualifying shares) or certificates
of participation of each subsidiary;
(iv) the Indenture has been duly authorized, executed
and delivered by the Company, has been duly qualified under the Trust Indenture
Act, and constitutes a legal, valid and binding instrument enforceable against
the Company in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect);
(v) the Securities have been validly authorized, duly
executed by the proper officers of the Company, duly authenticated by the
Trustee and delivered, and are (and any Contract Securities, when duly executed,
authenticated, issued and delivered in accordance with the Delayed Delivery
Contracts, if any, will be) legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect);
(vi) the Securities and the Indenture conform to the
statements concerning them in the Registration Statement and the Prospectus;
(vii) the Registration Statement has become effective
under the Act and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Act, and
the Registration Statement and the Prospectus, each amendment or supplement
thereto and each document incorporated by reference in the Prospectus comply as
to form in all material respects with the requirements of the Act, the Trust
Indenture Act, the Exchange Act and the applicable rules and regulations of the
Commission thereunder (except that such counsel need express no opinion as to
the financial statements or other data of a financial nature); such counsel has
no reason to believe that either the Registration Statement or the Prospectus,
as of its date or as of the Closing Date, or any such amendment or supplement or
any such document filed with the Commission and incorporated by reference in the
Prospectus contain any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading (except as aforesaid); and the statements made in the
Prospectus under the heading "Description of Debt Securities", insofar as they
purport to summarize provisions of documents specifically referred to therein,
fairly present the information called for with respect thereto by the
registration statement form;
(viii) all descriptions in the Registration Statement
and the Prospectus of statutes, legal and governmental proceedings, and
contracts and other documents are accurate and fairly present the information
required to be shown; and such counsel does not know of any legal or
governmental proceedings required to be described in the Prospectus (or required
to be
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filed under the Exchange Act if upon such filing it would be incorporated by
reference therein) which are not described or filed as required, nor of any
contracts or documents of a character required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement (or required to be filed under the Exchange Act if upon
such filing they would be incorporated by reference in the Prospectus) which are
not described or filed as required;
(ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by the Company;
(x) performance of this Agreement and the Indenture
and of the Securities and any Delayed Delivery Contract is not in violation of
any mortgage, indenture, contract, agreement, indebtedness or obligation
applicable to the Company or any of its subsidiaries nor will such performance
result in any violations of the charter or by-laws of the Company or any
applicable law, statute, rule, regulation, judgment, order, writ or decree,
known to such counsel, of any government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any subsidiary or their
properties, assets or operations;
(xi) the Securities are not junior and subordinate to
any other indebtedness of the Company; and
(xii) no consent, approval, authorization or order of
any court or governmental agency, authority or body, to the knowledge of such
counsel, is required for the consummation by the Company of the transactions
contemplated herein or in any Delayed Delivery Contract except such as have been
obtained under the Act and the Trust Indenture Act and such as may be required
under the securities or blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the Underwriters.
In rendering the opinion above, Steve R. Wagner, Esq. may rely
as to the execution and authentication of the Securities and the execution of
the Indenture on certificates of the Trustee.
(c) You shall have received from your counsel, Orrick,
Herrington & Sutcliffe, such opinion or opinions dated the Closing Date with
respect to the issuance and sale of the Securities, the Registration Statement,
the Prospectus and other related matters as you may reasonably require, and the
Company shall have furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.
Such counsel may rely upon the opinion of Steve R. Wagner, Esq., as to all
matters of Iowa law, and may rely as to the execution and authentication of the
Securities and the execution of the Indenture on certificates of the Trustee.
(d) The Company shall have furnished to you a certificate of
the President or any Vice President and of the Treasurer or an Assistant
Treasurer of the Company, dated the Closing Date, to the effect that the signers
of such certificate have carefully examined the Registration Statement, the
Prospectus and this Agreement and that:
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the
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same effect as if made on the Closing Date, and the Company has complied with
all the agreements and satisfied all the conditions on its part to be performed
or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceedings for that purpose
have been instituted or, to their knowledge, threatened;
(iii) the Registration Statement, including any
supplements or amendments thereto, does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; the Prospectus,
including any supplements or amendments thereto, does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and since the
effective date of the Registration Statement there has not occurred any event
concerning which information is required to be set forth in an amended or
supplemented prospectus which has not been so set forth and there has been no
document required to be filed under the Exchange Act and the rules and
regulations thereunder and which upon such filing would be deemed to be
incorporated by reference in the Prospectus, which has not been so filed;
PROVIDED, HOWEVER, that the statements contained in this paragraph shall not be
deemed to refer to (x) that part of the Registration Statement which constitutes
the Form T-1 of the Trustee under the Indenture or (y) the information contained
in or omitted from the Registration Statement or the Prospectus or any amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through you specifically for use in connection with the preparation
thereof, as stated in Section 8(b) hereof;
(iv) since the respective dates as of which
information is given in the Registration Statement and the Prospectus, there
have been no material adverse changes in the condition, financial or otherwise,
or in the earnings or business affairs of the Company and its subsidiaries taken
as a whole other than changes disclosed by or contemplated in the Registration
Statement and the Prospectus and that all outstanding shares of capital stock
and certificates of participation of its subsidiaries owned by the Company are
free and clear of all liens, encumbrances and equities;
(v) the Company has not sustained a loss on account
of fire, flood, accident or other calamity which materially and adversely
affects the business of the Company and its subsidiaries taken as a whole as
shown in the Registration Statement and the Prospectus, regardless of whether or
not such loss shall have been insured; and
(vi) they do not know of any litigation or any
governmental proceeding pending or threatened of a character which would
materially and adversely affect the subject matter of this Agreement or be
required to be disclosed in the Registration Statement (or be required to be
filed under the Exchange Act if upon such filing it would be incorporated by
reference in the Prospectus) which is not so disclosed or filed, and that they
do not know of any material contracts which are required to be filed as exhibits
to the Registration Statement which are not so filed.
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(e) You shall have received, on the Closing Date, a letter
addressed to you from Deloitte & Touche LLP (with respect to financial
information prior to March 31, 1999, if any) or KPMG Peat Marwick LLP (with
respect to financial information on or subsequent to March 31, 1999), dated the
Closing Date, to the effect set forth in Exhibit II hereto, with respect to the
Registration Statement and the Prospectus.
(f) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there shall not have
been (i) any change or decrease specified in the letter referred to in paragraph
(e) of this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the condition, financial or otherwise, or in
the earnings, business affairs or properties of the Company and its
subsidiaries, taken as a whole, the effect of which, in any case referred to in
clause (i) or (ii) above, is, in your good faith judgment, so material and
adverse as to make it impractical or inadvisable to proceed with the public
offering or the delivery of the Securities as contemplated by the Registration
Statement and the Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to you such further information, certificates and documents as you may
reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled when and as required by this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects satisfactory in form and substance to you and
your counsel, this Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing Date by you. Notice of
such cancellation shall be given to the Company in writing, or by telegraph
confirmed in writing.
7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the
Securities provided for herein is not consummated because of any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof, the
Company will reimburse the Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities.
8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, the Prospectus, or
any amendment thereof or supplement thereto, or any related prospectus
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company will not be liable in
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any such case to the extent that any such loss, claim, damage or liability (or
actions in respect thereof) arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made or
incorporated therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through you,
specifically for use in connection with the preparation thereof, or made in the
Form T-1. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through you specifically for use in
the preparation of the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; the omission of any indemnified party so to notify any
indemnifying party of such action shall relieve the indemnifying party from any
liability under this Section 8 which it may have to such indemnified party (and
persons controlling such indemnified party), but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 8. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and, to the extent that it may wish to assume
the defense thereof, with counsel satisfactory to such indemnified party, it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; PROVIDED,
HOWEVER, if the defendants (including impleaded parties) in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by you in
case of paragraph (a) representing the indemnified parties under paragraph (a)
or (b), as the case may be, who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to
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represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i)
or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) or (b)
is due in accordance with its terms but is for any reason held by a court to be
unavailable from the Company or the Underwriters, as the case may be, on the
grounds of policy or otherwise, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and liabilities (including
any legal and other expenses reasonably incurred in connection with
investigating or defending same to which the Company and one or more of the
Underwriters may be subject) in such proportion so that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to the public
offering price appearing thereon and the Company is responsible for the balance;
PROVIDED, HOWEVER, that (y) in no case shall any Underwriter be responsible for
any amount in excess of the underwriting discount applicable to the Securities
purchased by such Underwriter hereunder and (z)no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person, if any, who
controls an Underwriter within the meaning of the Act shall have the same rights
to contribution as such Underwriter, and each person, if any, who controls the
Company within the meaning of the Act, each officer of the Company who shall
have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Company, subject in each case to
clause (y) of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from who
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d). Each Underwriter's
obligation to contribute pursuant to this section is several and not joint.
9. DEFAULT BY AN UNDERWRITER. If any one or more of the
Underwriters shall fail to purchase and pay for any of the Securities agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Securities set forth opposite their names in Schedule B hereto bears to the
aggregate amount of Securities set opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the
aggregate amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of
Securities set forth in Schedule B hereto, the remaining Underwriters shall have
the right to purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters do not purchase
all the Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter, as
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set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding seven business days, as you shall determine in order that
the required changes in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
10. TERMINATION. This Agreement shall be subject to
termination in your absolute discretion, by notice given to the Company prior to
delivery of and payment for all the Securities, (i) if prior to such time
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited (other than by an adjustment of the regular business hours
of the Exchange) or minimum prices shall have been established on such Exchange,
or if a banking moratorium shall have been declared either by Federal or New
York State authorities, or if trading in any securities of the Company shall
have been suspended or halted, (ii) if there shall have occurred since the
execution of this Agreement any outbreak or material escalation of hostilities
or other national or international calamity or crises the effect of which is
such as to make it, in the good faith and reasonable judgment of each
Representative (after consultation with the Company), impractical to market the
Notes or enforce contracts for the sale of the Notes, (iii) if the rating
assigned by any nationally recognized securities rating agency (to which the
Company has applied for such rating) to any debt securities of the Company as of
the date hereof shall have been lowered since that date or if any such rating
agency shall have publicly announced that it has placed any debt securities of
the Company on what is commonly termed a "watch list" for possible downgrading,
or (iv) if there shall have come to either Agent's attention any facts that
would cause such Agent to reasonably determine in good faith that the
Prospectus, at the time it was required to be delivered to a purchaser of Notes,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in light of the
circumstances existing at the time of such delivery, not misleading.
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other written
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of its officers or directors or any controlling person referred
to in Section 8 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. NOTICES. All communications hereunder will be in writing,
and if sent to you, will be mailed, delivered or telegraphed and confirmed to
you at your address set forth for that purpose in Schedule A hereto, or, if sent
to the Company, will be mailed, delivered or telegraphed and confirmed to it at
its office, 206 Eighth Street, Des Moines, Iowa 50309, Attention: Patricia J.
McFarland, Esq., Vice President, General Counsel and Secretary. Notices to any
Underwriter pursuant to Section 8 hereof shall be mailed, delivered or
telegraphed and confirmed to such Underwriter's address furnished to the Company
in writing for the purpose of communications hereunder. Any party to this
Agreement may change such address for notices by sending to the parties to this
Agreement written notice of a new address for such purpose.
15
<PAGE>
13. PARTIES. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors, and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
In all dealings with the Company under this Agreement, you
shall act on behalf of each of the several Underwriters, and any action under
this Agreement taken by you or by any one of you designated in Schedule A hereto
will be binding upon all the Underwriters.
14. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the law of the State of New York.
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
NORWEST FINANCIAL, INC.
By: _________________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
By :
By: ___________________________________
Title:
<PAGE>
SCHEDULE A
Underwriting Agreement dated:
Registration Statement No. 333-
Representatives:
Title of Securities:
Amount of Securities: $
Indenture:
Purchase Price:
Price to Public:
Final Maturity:
Interest Rate:
Redemption:
Delayed Delivery
Fee
Minimum principal amount
of each Contract:
Maximum aggregate principal
amount of all Contracts:
Closing Office for delivery
of Securities:
Office for payment of Securities: Orrick, Herrington & Sutcliffe LLP
Date and time of Closing:
A-1
<PAGE>
Office for checking Securities:
Account of the Company
into which purchase funds
are to be wired:
Credit:
Underwriting commissions
or other compensation:
Address for notices
per Section 12:
Name of Underwriter to
act per Section 13:
A-2
<PAGE>
SCHEDULE B
Principal Amount of Securities
Underwriter to be Purchased
- ----------- ---------------
---------------
---------------
<PAGE>
EXHIBIT I
NORWEST FINANCIAL, INC.
DELAYED DELIVERY CONTRACT
[DATE]
NORWEST FINANCIAL, INC.
Gentlemen:
The undersigned hereby agrees to purchase from Norwest
Financial, Inc. (hereinafter called the "Company), and the Company agrees to
sell to the undersigned, as of the date hereof, for delivery on ____ __, 200_
("Delivery Date")
$
principal amount of the Company's Notes 200_ Series due , 200_ (the
"Securities"), offered by the Company's Prospectus relating thereto, receipt of
a copy of which is hereby acknowledged, at a purchase price of % of the
principal amount thereof plus accrued interest, if any, and on the further terms
and conditions set forth in this contract.
Payment for the Securities which the undersigned has agreed to
purchase for delivery on the Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House funds at
the office of Orrick, Herrington & Sutcliffe LLP at 10:00 a.m. eastern standard
time, on such Delivery Date upon delivery to the undersigned of the Securities
to be purchased by the undersigned for delivery on such Delivery Date in
definitive form and in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to such Delivery Date.
If no designation is received, the Securities will be registered in the name of
the undersigned and issued in a denomination equal to the aggregate principal
amount of Securities to be purchased by the undersigned on such Delivery Date.
The obligation of the undersigned to take delivery of, and
make payment for, Securities on the Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall not at such Delivery Date
be prohibited under the laws of any jurisdiction in the United States to which
the undersigned is subject, which investment the undersigned represents is not
prohibited on the date hereof, and (2) the Company shall have delivered to the
Underwriters the principal amount of the Securities to be purchased by them
pursuant to the Underwriting Agreement referred to in the Prospectus mentioned
above and received payment therefor.
I-1
<PAGE>
Promptly after completion of the sale to the Underwriters, the
Company will mail or delivered to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
It is understood that the acceptance of this contract and any
other similar contracts is in the Company's sole discretion and, without
limiting the foregoing, need not be on a first-come, first-served basis. If this
contract is acceptable to the Company, it is requested that the Company sign the
form of acceptance below and mail or deliver one of the counterparts hereof to
the undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is mailed
or delivered.
This contract shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
__________________________________
(Name of Purchaser)
By: ______________________________
(Title of Signatory)
(Address of Purchaser)
Accepted, as of the above date.
NORWEST FINANCIAL, INC.
By: _________________________
(Title of Signatory)
I-2
<PAGE>
EXHIBIT II
(1) They are independent certified public accountants
with respect to the Company and its subsidiaries within the meaning of the Act
and the Exchange Act and the respective applicable published rules and
regulations thereunder and the answer to Item 10 of the Registration Statement
on Form S-3 is correct insofar as it relates to them.
(2) In their opinion, the audited financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus and reported on by them comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder.
Include the following clauses modified appropriately in light
of each of the documents incorporated by reference in the Prospectus and any
interim results contained in the Prospectus.
(3) On the basis of procedures referred to in such
letter, including a reading of the latest available interim financial statements
of the Company and inquiries of officials of the Company responsible for
financial and accounting matters, nothing came to their attention which caused
them to believe that:
(a) at the date of the latest available interim unaudited
statement of consolidated financial position of the Company,
there were any changes in the capital stock or long-term debt,
except for scheduled redemptions of long-term debt, or any
decreases in consolidated finance receivables -- net, total
assets or stockholder's equity of the Company and its
subsidiaries on a consolidated basis, as compared with the
amounts shown on the December 31, ____ audited consolidated
balance sheet included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, ____ and
incorporated by reference in the Prospectus.
(b) for the period from January 1, ____ to _______ __, 200_,
there were any decreases, as compared with the corresponding
period in the preceding year, in total income, net earnings or
the ratio of earnings to fixed charges of the Company and its
subsidiaries, or
(c) at a specified date not more than five business days prior
to the date of such letter, there were any changes in the
capital stock or long-term debt, except for scheduled
redemptions of long-term debt, or any decrease in
stockholder's equity of the Company and its subsidiaries on a
consolidated basis, as compared with the amounts shown on the
latest available unaudited consolidated balance sheet of the
Company, except in all cases for changes or decreases set
forth in such letter, in which case the letter shall be
II-1
<PAGE>
accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by you.
4. In addition to their examination referred to in their
report incorporated by reference in the Registration Statement and the
Prospectus and the procedures referred to in (3) above, they have performed
certain other specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived from the
general accounting records of the Company) incorporated by reference in the
Registration Statement and the Prospectus and appearing in the Prospectus or
incorporated documents under the captions "BUSINESS - CONSUMER FINANCE
OPERATIONS - Growth and Volume of Consumer Finance Business, - Regulation,
Business Methods, - Loss Experience, - Loss Experience, SOURCES OF FUNDS",
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS", and in Exhibit 12 to the Registration Statement agrees with the
accounting records of the Company and its subsidiaries, excluding any questions
of legal interpretation.
II-2
<PAGE>
EXHIBIT 5
March 21, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Sirs:
I am acting as counsel for Norwest Financial, Inc., an Iowa corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-3 under the Securities Act of 1933, as amended, for the registration of, and
the proposed issuance from time to time by the Company, of up to $3,000,000,000
aggregate principal amount of its senior debt securities (the "Senior Debt
Securities") or senior subordinated debt securities (the "Senior Subordinated
Debt Securities") (the Senior Debt Securities and the Senior Subordinated Debt
Securities being hereinafter called, collectively, the "Debt Securities"), in
one or more separate series pursuant to Rule 415. The Debt Securities are to be
issued under an indenture dated as of November 1, 1991, between the Company and
Bank One Trust Company, National Association (formerly called The First National
Bank of Chicago), as trustee in the case of Senior Debt Securities (said
indenture being hereinafter called the "Senior Indenture"), or an indenture
dated as of May 1, 1986, as amended and supplemented by a first supplemental
indenture dated as of February 15, 1991, between the Company and Harris Trust
and Savings Bank, as trustee in the case of Senior Subordinated Debt Securities
(said indenture as amended by said first supplemental indenture being
hereinafter called the "Senior Subordinated Indenture").
I have examined such documents, corporate records and other instruments as I
have deemed necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
(i) The Senior Indenture has been duly authorized, executed and
delivered by the Company, and constitutes a legal, valid and binding
obligation of the Company in accordance with its terms.
(ii) The Senior Subordinated Indenture has been duly authorized,
executed and delivered by the Company, and constitutes a legal, valid and
binding obligation of the Company in accordance with its terms.
(iii) When the issuance of the Debt Securities has been duly authorized
by appropriate corporate action and such Debt Securities have been duly
executed on behalf of the Company, authenticated, issued, sold and delivered
in accordance with the Senior Indenture or the Senior Subordinated
Indenture, as appropriate, and the Registration Statement, including the
Prospectus contained therein as supplemented by the Prospectus Supplement
relating to such Debt Securities, they will be legally issued and will
constitute legal, valid and binding obligations of the Company in accordance
with their respective terms (subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting creditors' rights generally from time to time in
effect) and will be entitled to the benefits of such Senior Indenture or
Senior Subordinated Indenture, as appropriate.
(iv) The Debt Securities will, when sold, be legally issued, fully paid
and non-assessable.
<PAGE>
I hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the heading "Legal
Opinions" in the Registration Statement and the Prospectus forming a part
thereof.
Very truly yours,
/s/ Steve R. Wagner
Steve R. Wagner
Senior Assistant General Counsel
<PAGE>
EXHIBIT 23(B)(1)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Norwest Financial, Inc.:
We consent to incorporation by reference in the Registration Statement on
Form S-3 of Norwest Financial, Inc. of our report dated January 18, 2000,
relating to the consolidated balance sheet of Norwest Financial, Inc. and
subsidiaries as of December 31, 1999, and the related consolidated statements of
income, comprehensive income, cash flows and stockholder's equity for the year
then ended and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
Minneapolis, Minnesota
March 21, 2000
<PAGE>
EXHIBIT 23(B)(2)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Norwest Financial, Inc. on Form S-3 of our report dated January 18, 1999,
appearing in the Annual Report on Form 10-K of Norwest Financial, Inc. for the
year ended December 31, 1999 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
March 21, 2000
<PAGE>
Exhibit 25(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)______
--------------------------
BANK ONE TRUST COMPANY, National Association
(Exact name of trustee as specified in its charter)
A National Banking Association 31-0838515
(I.R.S. employer
identification number)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of principal executive offices) (Zip Code)
Bank One Trust Company, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attn: Steven M. Wagner, Director, (312) 407-1819
(Name, address and telephone number of agent for service)
--------------------------
NORWEST FINANCIAL, INC.
(Exact name of obligor as specified in its charter)
Iowa 42-1186565
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
206 Eighth Street
Des Moines, Iowa 50309
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
Item 1. GENERAL INFORMATION. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part
of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificate of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of
the Act.
<PAGE>
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a
national banking association organized and existing under the laws of
the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 20th day of March, 2000.
Bank One Trust Company, National Association,
Trustee
By /S/ STEVEN M. WAGNER
---------------------------
Director
*EXHIBITS 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
THE DOW CHEMICAL COMPANY, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 8, 1999.
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 20, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between Norwest Financial,
Inc., and Bank One Trust Company, National Association, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
Bank One Trust Company, National Association
By: /S/ STEVEN M. WAGNER
---------------------------------
Director
<PAGE>
EXHIBIT 7
Legal Title of Bank: Bank One, NA Call Date: 12/31/99
Address: 1 Bank One Plaza, Ste 0303 ST-BK: 17-1630
City, State Zip: Chicago, IL 60670 FFIEC 031 Page RC-1
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
Dollar Amounts in thousands C400
RCFD BIL MIL THOU ----------
---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
a. Noninterest-bearing balances and currency and coin(1) .................. 0081 5,055,227 1.a
b. Interest-bearing balances(2)............................................ 0071 6,267,008 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) .............. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 10,171,065 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 9,133,306 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
RC-C)...................................................................... 2122 54,113,895 4.a
b. LESS: Allowance for loan and lease losses............................... 3123 485,672 4.b
c. LESS: Allocated transfer risk reserve................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
reserve (item 4.a minus 4.b and 4.c).................................... 2125 53,628,223 4.d
5. Trading assets (from Schedule RD-D)........................................ 3545 5,625,628 5.
6. Premises and fixed assets (including capitalized leases) .................. 2145 728,892 6.
7. Other real estate owned (from Schedule RC-M) .............................. 2150 2,661 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................. 2130 225,055 8.
9. Customers' liability to this bank on acceptances outstanding .............. 2155 318,645 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 222,903 10.
11. Other assets (from Schedule RC-F).......................................... 2160 2,515,075 11.
12. Total assets (sum of items 1 through 11)................................... 2170 93,893,688 12.
</TABLE>
- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Legal Title of Bank: Bank One, NA Call Date: 12/31/99 ST-BK:
Address: 1 Bank One Plaza, Ste 0303 17-1630 FFIEC 031
City, State Zip: Chicago, IL 60670 Page RC-2
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1)............................... 2200 26,310,375 13.a
(1) Noninterest-bearing(1)................................ 6631 11,553,564 13.a1
(2) Interest-bearing...................................... 6636 14,756,811 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
IBFs (from Schedule RC-E, part II)... .................... 2200 28,917,958 13.b
(1) Noninterest bearing................................... 6631 623,837 13.b1
(2) Interest-bearing...................................... 6636 28,294,121 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 9,453,894 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 1,263,434 15.a
b. Trading Liabilities(from Schedule RC-D).................................. RCFD 3548 3,262,946 15.b
16. Other borrowed money: RCFD
a. With original maturity of one year or less................ 2332 12,462,976 16.a
b. With original maturity of more than one year............. A547 1,049,525 16.b
c. With original maturity of more than three years .......... A548 477,923 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding ..... 2920 318,645 18.
19. Subordinated notes and debentures............................ 3200 3,250,000 19.
20. Other liabilities (from Schedule RC-G)....................... 2930 1,377,838 20.
21. Total liabilities (sum of items 13 through 20)............... 2948 88,145,514 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................ 3838 0 23.
24. Common stock................................................. 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) .... 3839 3,660,673 25.
26. a. Undivided profits and capital reserves.................... 3632 2,057,661 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................ 8434 (170,996) 26.b
c. Accumulated net gains (losses) on cash flow hedges........ 4336 0 26.c
27. Cumulative foreign currency translation adjustments ......... 3284 (22) 27.
28. Total equity capital (sum of items 23 through 27) ........... 3210 5,748,174 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)........................ 3300 93,893,688 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external Number
auditors as of any date during 1996 . . . . . . . . . . . . . . . . . . . . . . . .RCFD 6724 . . . / NA / M.1.
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
Exhibit 25(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS
TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(b)(2) __________________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
ILLINOIS 36-1194448
(State of Incorporation) (I.R.S. Employer Identification Number)
111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
MARIAN ONISCHAK, HARRIS TRUST AND SAVINGS BANK,
111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603
312-461-2532
(Name, address and telephone number for agent for service)
NORWEST FINANCIAL, INC.
(Name of obligor)
IOWA 42-1186565
(State of Incorporation) (I.R.S. Employer Identification Number)
206 EIGHTH STREET
DES MOINES, ILLINOIS 50309
(Address of Principal offices)
DEBT SECURITIES
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association; 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as now
in effect and includes the authority of the Trustee to commence
business and to exercise corporate trust powers was filed in
connection with the Registration Statement of Louisville Gas and
Electric Company, File No. 2-44295, and is incorporated herein by
reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Hillenbrand
Industries, Inc., File No. 33-44086, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under
the laws of the State of Illinois, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, and State of Illinois, on the 21st
day of March, 2000.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Marian Onischak
---------------------------------
Marian Onischak
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Marian Onischak
---------------------------------
Marian Onischak
Assistant Vice President
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1999, as published in accordance
with a call made by the State Banking Authority and by the Federal Reserve
Bank of the Seventh Reserve District.
[LOGO]
HARRIS TRUST AND SAVINGS BANK
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1999, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner
of Banks and Trust Companies of the State of Illinois and by the Federal
Reserve Bank of this District.
BANK'S TRANSIT NUMBER 71000288
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C> <C>
ASSETS
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN ......................... $ 1,139,804
INTEREST BEARING BALANCES ................................................... $ 223,943
SECURITIES .......................................................................
A. HELD TO MATURITY SECURITIES .................................................. $ 0
B. AVAILABLE-FOR-SALE SECURITIES ................................................ $ 5,773,313
FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL ........... $ 148,650
LOANS AND LEASE FINANCING RECEIVABLES:
LOANS AND LEASES, NET OF UNEARNED INCOME .................................... $9,752,500
LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES .................................. $ 111,660
----------
LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE
(ITEM 4.a MINUS 4.b) ....................................................... $ 9,640,840
ASSETS HELD IN TRADING ACCOUNTS .................................................. $ 193,520
PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES) ......................... $ 271,847
OTHER REAL ESTATE OWNED .......................................................... $ 339
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES .............. $ 0
CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING ..................... $ 44,067
INTANGIBLE ASSETS ................................................................ $ 245,968
OTHER ASSETS ..................................................................... $ 1,328,114
-----------
TOTAL ASSETS ..................................................................... $19,010,405
===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C> <C>
LIABILITIES
DEPOSITS:
IN DOMESTIC OFFICES ......................................................... $ 9,579,731
NON-INTEREST BEARING .................................................... $2,953,755
INTEREST BEARING ........................................................ $6,625,976
IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S .............. $ 1,396,781
NON-INTEREST BEARING .................................................... $ 21,682
INTEREST BEARING ........................................................ $1,375,099
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
IN DOMESTIC OFFICES OF THE BANK AND OF ITS EDGE AND AGREEMENT SUBSIDIARIES,
AND IBF'S:
FEDERAL FUNDS PURCHASED & SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE ......... $ 3,951,113
TRADING LIABILITIES .............................................................. 91,252
OTHER BORROWED MONEY .............................................................
A. WITH REMAINING MATURITY OF ONE YEAR OR LESS .................................. $ 1,978,203
B. WITH REMAINING MATURITY OF MORE THAN ONE YEAR ................................ $ 0
BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING ......................... $ 44,067
SUBORDINATED NOTES AND DEBENTURES ................................................ $ 225,000
OTHER LIABILITES ................................................................. $ 481,642
-----------
TOTAL LIABILITIES ................................................................ $17,747,789
===========
EQUITY CAPITAL
COMMON STOCK ..................................................................... $ 100,000
SURPLUS .......................................................................... $ 609,913
A. UNDIVIDED PROFITS AND CAPITAL RESERVES ....................................... $ 657,705
B. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE SECURITIES ....... $ (105,002)
-----------
TOTAL EQUITY CAPITAL ............................................................. $ 1,262,616
===========
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL .............. $19,010,405
===========
</TABLE>
I, Christy Wipper, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.
CHRISTY WIPPER
10/26/99
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of
our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and the Commissioner of Banks and Trust Companies of the State of Illinois
and is true and correct.
ALAN G. McNALLY,
EDWARD W. LYMAN, Directors
LEO M. HENIKOFF
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