<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No.333-33096
PROSPECTUS SUPPLEMENT
- ----------------------------
(TO PROSPECTUS DATED APRIL 18, 2000)
$300,000,000
[LOGO]
NORWEST FINANCIAL, INC.
7.60% SENIOR NOTES DUE MAY 3, 2005
--------------
These notes bear interest at the rate of 7.60% per year. Interest on the
notes is payable on May 3, and November 3 of each year, beginning November 3,
2000. The notes will mature on May 3, 2005 and are not redeemable before that
date.
The notes are unsecured and rank equally with all of our other senior
unsecured and unsubordinated debt.
-------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Public offering price(1)................................. 99.681% $299,043,000
Underwriting discount.................................... .5% $1,500,000
Proceeds, before expenses, to Norwest.................... 99.181% $297,543,000
</TABLE>
(1) Plus accrued interest from May 3, 2000, if settlement occurs after
that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined if this
prospectus supplement and accompanying prospectus are truthful and complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in New York, New York on or about
May 3, 2000.
-------------------
MERRILL LYNCH & CO. SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS GROUP
DEUTSCHE BANC ALEX. BROWN
DONALDSON, LUFKIN & JENRETTE
PAINEWEBBER INCORPORATED
-------------------
The date of this prospectus supplement is April 28, 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NORWEST
HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. NORWEST IS
NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.
-------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Ratios of Earnings to Fixed Charges......................... S-3
Interim Results and Selected Financial Data................. S-3
Description of the Notes.................................... S-3
Underwriting................................................ S-4
PROSPECTUS
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 the Debt Securities.......................... 3
Plan of Distribution........................................ 11
Legal Opinions.............................................. 12
Experts..................................................... 12
</TABLE>
S-2
<PAGE>
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>
YEAR ENDED DECEMBER 31,
- -------------------------------------
1995 1996 1997 1998 1999
- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
2.13x 2.11x 2.00x 1.72x 1.78x
</TABLE>
For the purpose of calculating the ratios 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 expense plus the portion of rentals,
which we deem to be representative of the interest factor.
INTERIM RESULTS AND SELECTED FINANCIAL DATA
On April 25, 2000, Norwest announced total income (revenues) of $525,113,000
and net income of $54,137,000 for the quarter ended March 31, 2000. The results
reflect an 8% increase over total income and a 9% decrease over net income for
the quarter ended March 31, 1999. In Norwest's Annual Report on Form 10-K for
the year ended December 31, 1999, Norwest reported total assets of
$11,283,413,000, total liabilities of $9,695,849,000 and total stockholder's
equity of $1,587,564,000.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes hereby
supplements the description of the general terms and provisions of the debt
securities set forth in the prospectus.
GENERAL
The notes will be issued under an Indenture dated as of November 1, 1991,
between the Company and The First National Bank of Chicago (now called Bank One
Trust Company, National Association).
The notes will be limited to $300,000,000 aggregate principal amount and
will mature on May 3, 2005. The notes will bear interest from May 3, 2000 at
7.60% per year. We will pay interest semi-annually on each May 3 and
November 3, beginning on November 3, 2000 to the person in whose name the notes
are registered at the close of business on the April 15 or October 15 record
date prior to the payment date.
Payment of interest and principal at maturity will be made by check mailed
to the persons entitled thereto; provided, however, that any such payment will
be made by wire transfer of immediately available funds to any registered holder
of notes having an aggregate principal amount in excess of $1 million if
appropriate wire transfer instructions shall have been provided by such holder
to the trustee no less than five business days prior to (i) the record date for
the applicable interest payment date or (ii) the maturity date for payments of
principal. Payment of principal at maturity will be made upon surrender of a
note.
REDEMPTION
The notes may not be redeemed prior to maturity.
CONCERNING THE TRUSTEE
Bank One Trust Company, National Association, or its affiliates, have
extended a line of credit to Norwest. Norwest borrows money and has other
customary banking relationships with Bank One Trust Company, National
Association, or its affiliates.
S-3
<PAGE>
UNDERWRITING
We are selling the notes to the underwriters named below under an
underwriting agreement dated April 28, 2000. The underwriters, and the amount of
the notes that each of them has agreed to purchase from us, are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... $105,000,000
Salomon Smith Barney Inc.................................... 105,000,000
Banc One Capital Markets, Inc............................... 30,000,000
Paribas Corporation......................................... 15,000,000
Deutsche Bank Securities Inc................................ 15,000,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 15,000,000
PaineWebber Incorporated.................................... 15,000,000
------------
Total............................................. $300,000,000
============
</TABLE>
The underwriters propose initially to offer the notes to the public at the
public offering price set forth on the cover of this prospectus supplement and
to certain dealers at such price less a concession not in excess of .15% of the
principal amount of the notes. The underwriters may allow, and such dealers may
reallow, a discount not in excess of .1% of the principal amount of the notes to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
The underwriters have agreed to reimburse us for expenses related to this
offering in the total amount of $750,000.
Bank One Trust Company, National Association, the trustee, is an affiliate
of Bank One Capital Markets, Inc. and it or its affiliates engage in various
general financing and banking transactions with Norwest and its affiliates.
To facilitate this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the notes.
Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in the notes for their own account. In addition, to
cover over-allotments or to stabilize the price of the notes, the underwriters
may bid for and purchase notes in the open market. Finally, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
if the syndicate repurchases previously distributed notes in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the notes to be higher than it
might be in the absence of such purchases.
The underwriters do not, nor do we, make any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any of the
underwriters make any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. We have also agreed to
contribute to the payments the underwriters may be required to make because of
those liabilities.
S-4
<PAGE>
PROSPECTUS
- ---------
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.
--------------------
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 April 18, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<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>
i
<PAGE>
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;
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 offices primarily in 46 states, Guam, Saipan, Puerto
Rico, Argentina and the ten Canadian provinces.
2
<PAGE>
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 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
3
<PAGE>
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;
- 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
4
<PAGE>
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
- immediately after giving effect to the transaction, there is no default
under each indenture.
5
<PAGE>
(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;
- restrictions on payments to the holders of such subordinated debt
securities while a default relating to such senior indebtedness is
continuing;
6
<PAGE>
- 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;
7
<PAGE>
- 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)
8
<PAGE>
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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<PAGE>
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.
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$300,000,000
[LOGO]
NORWEST FINANCIAL, INC.
7.60% SENIOR NOTES DUE MAY 3, 2005
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO. SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS GROUP
DEUTSCHE BANC ALEX. BROWN
DONALDSON, LUFKIN & JENRETTE
PAINEWEBBER INCORPORATED
APRIL 28, 2000
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