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PRICING SUPPLEMENT
(TO PROSPECTUS DATED APRIL 27, 1999 AND PROSPECTUS SUPPLEMENT DATED MARCH 21,
2000)
$300,000,000
NOPQRS
NORWEST FINANCIAL, INC.
FLOATING RATE SENIOR MEDIUM-TERM NOTES DUE JULY 20, 2001
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These notes will bear interest at the rate of Prime minus 2.88% per year.
Interest on the notes will be determined daily. Interest on the notes is payable
on October 20, 2000, January 20, 2001, April 20, 2001 and at maturity, July 20,
2001. The notes are not redeemable before that date.
The notes are unsecured and rank equally with all of our other senior
unsecured and unsubordinated debt.
Merrill Lynch & Co. has agreed to purchase these notes from us at 100% of
their principal amount, resulting in proceeds to us before expenses of
$300,000,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful and complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in New York, New York on or about
June 27, 2000.
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MERRILL LYNCH & CO.
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The date of this Pricing Supplement is June 22, 2000
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DESCRIPTION OF THE NOTES
PRINCIPAL AMOUNT, MATURITY AND INTEREST
We are issuing $300,000,000 of our floating rate senior medium-term notes
which will mature on July 20, 2001.
We will pay interest quarterly in arrears on October 20, 2000, January 20,
2001 and April 20, 2001, each an interest payment date, and on the maturity
date. If any of the quarterly interest payment dates listed above falls on a day
that is not a business day we will postpone the interest payment date to the
next succeeding business day unless that business day is in the next succeeding
calendar month, in which case the interest payment date will be the immediately
preceding business day. Interest on the notes will be computed on the basis of a
360 day year for the actual number of days elapsed.
If the maturity date of the notes falls on a day that is not a business day,
we will pay principal and interest on the next succeeding business day, but we
will consider that payment as being made on the date that the payment was due to
you. Accordingly no interest will accrue on the payment for the period from and
after the maturity date to the date we make the payment to you on the next
succeeding business day.
The interest payable by us on a note on any interest payment date and on the
maturity date, subject to certain exceptions, will be paid to the person in
whose name the note is registered at the close of business on October 1 or
January 1 or April 1 or July 1, as the case may be, next preceding the interest
payment date or the maturity date. However, interest that we pay on the maturity
date, will be payable to the person to whom the principal will be payable.
Interest on the notes will accrue from, and including June 27, 2000, to, and
excluding, the first interest payment date and then from, and including, the
immediately preceding interest payment date to which interest has been paid or
duly provided for to, but excluding, the next interest payment date or the
maturity date, as the case may be. We will refer to each of these periods as an
"interest period." The amount of accrued interest that we will pay for any
interest period can be calculated by multiplying the face amount of the notes by
an accrued interest factor. This accrued interest factor is computed by adding
the interest factor calculated for each day from June 27, 2000, or from the last
date we paid interest to you, to the date for which accrued interest is being
calculated. The interest factor for each day is computed by dividing the
interest rate applicable to that day by 360.
We refer to each day during an interest period as an "interest determination
date." The calculation agent appointed by us, The Chase Manhattan Bank, will
calculate the interest rate for each interest determination date on the
calculation date applicable to such interest determination date. The calculation
date applicable to each interest determination date which is a business day will
be such interest determination date and the calculation date applicable to each
interest determination date which is not a business day will be the business day
immediately preceding such interest determination date, except in the case of
the last business day in any interest period and any days in such interest
period, which are not business days, occurring subsequent to such last business
day, for each of which the applicable calculation date will be the immediately
preceding business day.
The interest rate applicable to each interest determination date will be
equal to Prime minus 2.88% per annum
"Prime" means, for any interest determination date, the most recent rate set
forth in Federal Reserve Board Release No. H.15(519) on the Federal Reserve
Board's website at www.Federalreserve.gov.com at 3:00 p.m., on the applicable
calculation date opposite the caption "bank prime loan," or, if not so published
by 3:00 p.m., New York City time, on the calculation date pertaining to such
interest determination date, Prime will be calculated by the calculation agent
and will be:
- the arithmetic mean of the rates of interest publicly announced by each
bank named on the Reuters Screen USPRIME I as that bank's prime rate or
base lending rate as in effect for that interest
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determination date as quoted on the Reuters Screen USPRIME I on that
interest determination date;
- if fewer than four such rates appear on the Reuters Screen USPRIME I for
the interest determination date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on that interest
determination date by at least two of the three major money center banks
in the City of New York selected by the calculation agent from which
quotations are requested;
- if fewer than two quotations are quoted as mentioned above, the prime rate
for that interest determination date shall be calculated by the
calculation agent and shall be the arithmetic means of the prime rates
quoted in the City of New York on that date by the appropriate number of
substitute banks or trust companies organized and doing business under the
laws of the United States, or any state thereof, having total equity
capital of at least $500 million and being subject to supervision or
examination by a federal or state authority, selected by the calculation
agent to quote that rate or rates; or
- if the prime rate is not published in H.15(519) and the banks or trust
companies selected as described above are not quoting as mentioned above,
the prime rate with respect to that interest determination date will be
the interest rate otherwise in effect on that interest determination date.
"Reuters Screen USPRIME I" means the display designated as page "USPRIME I"
on the Reuters Monitor Money Rates Service (or other page as may replace page
USPRIME I on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
FORM
The notes will be issued in book-entry form.
REDEMPTION
We cannot redeem the notes before they mature
ADDITIONAL INFORMATION
See "Description of the Debt Securities" in the accompanying Prospectus and
"Description of Notes" in the accompanying Prospectus Supplement for additional
important information about the notes. That information includes:
- additional information about the terms of the notes;
- general information about the indenture and the trustee;
- a description of certain restrictions; and
- a description of events of default under the indenture.
The notes will be issued under an Indenture dated as of May 1, 1986, as
amended and supplemented by a first supplemental indenture dated as of February
15, 1991, between the Company and the Chase Manhattan Bank, as trustee, as
successor by way of merger to The Chase Manhattan Bank (National Association).
Payment of interest and principal at maturity will be made by check mailed
to the person entitled thereto; provided, however, that any such payment will be
made by wire transfer of immediately available funds to any registered holder of
notes having an aggregate principal amount in excess of $1 million if
appropriate wire transfer instructions shall have been provided by such holder
to the trustee no less than
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five business days prior to (i) the record date for the applicable interest
payment date or (ii) the maturity date for payments of principal. Payment of
principal at maturity will be made upon surrender of a note.
CONCERNING THE TRUSTEE
The Chase Manhattan Bank has extended a line of credit to Norwest. Norwest
borrows money and has other customary banking relationships with The Chase
Manhattan Bank in the ordinary course of business.
UNDERWRITING
We are selling the notes to Merrill Lynch & Co., the agent, according to the
terms of a Distribution Agreement dated March 21, 2000 and Purchase Agreement
dated June 22, 2000.
Merrill Lynch & Co. is purchasing the notes as principal in this transaction
for sale to one or more investors or other purchasers at prices determined by
Merrill Lynch & Co.
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