<PAGE>
As filed with the Securities and Exchange Commission on June 15, 1994
Registration No. 033-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
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 the securities being registered on this form are being 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par 413,599 $27.50(2) $11,373,972.50(2) $3,922.10
value $1-2/3 per Shares
share) (1)
================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
--------------------------------
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.
================================================================================
<PAGE>
PROSPECTUS
NORWEST CORPORATION
413,599 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 413,599
shares of Common Stock (par value $ 1 2/3) (the "Common Stock") of Norwest
Corporation (the "Corporation") held by stockholders (the "Selling
Stockholders") who received the shares in exchange for shares of Lindeberg
Financial Corporation, a bank holding company formed under the laws of the State
of Minnesota ("Lindeberg"), and Forest Lake State Bank, a banking corporation
formed under the laws of the State of Minnesota (the "Bank") in connection with
the acquisition of Lindeberg and the Bank on February 2, 1994. See "SELLING
STOCKHOLDERS." The Corporation will not receive any proceeds from the sale of
the shares of Common Stock covered by this Prospectus. The Corporation has
agreed to pay certain registration expenses in connection with this offering
(excluding brokerage commissions) estimated at approximately $25,500.
The distribution of the shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which may involve
block transactions) on the New York Stock Exchange or otherwise, in special
offerings, exchange distributions or secondary distributions pursuant to and
in accordance with the rules of the New York Stock Exchange, in the over-the-
counter market, in negotiated transactions, through the writing of options on
shares (whether such options are listed on an options exchange or otherwise),
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Selling Stockholders may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from Selling Stockholders and/or purchasers of shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). See "PLAN of DISTRIBUTION."
The Common Stock is traded on the New York Stock Exchange and on the
Chicago Stock Exchange under the symbol NOB. On ______________, 1994 the
closing price for the Common Stock on the New York Stock Exchange was
$_____ per share.
As a bank holding company, the Corporation is subject to regulation under
various federal banking laws. See "CERTAIN REGULATORY MATTERS."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE CORPORATION'S COMMON
STOCK OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO
WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE OF THIS
PROSPECTUS.
________________________
THE SHARES OF THE CORPORATION'S COMMON STOCK OFFERED HEREBY
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
Prospectus dated ______________________, 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <S> <C>
Available Information............. 2
Incorporation of Certain Documents Selling Stockholders............... 9
by Reference.................... 2 Plan of Distribution............... 10
The Corporation................... 4 Legal Opinion...................... 10
Certain Regulatory Matters........ 4 Experts............................ 11
</TABLE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information concerning the Corporation can be
inspected and copied at the Commission's public reference room located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public
reference facilities in the Commission's regional offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates by writing to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information filed by the Corporation with the New York
Stock Exchange and the Chicago Stock Exchange may be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and
at the offices of the Chicago Stock Exchange, One Financial Place, 440 South
LaSalle Street, Chicago, Illinois 60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the securities offered hereby which the Corporation has
filed with the Commission. Certain portions of the Registration Statement
have been omitted pursuant to the rules and regulations of the Commission.
Reference is hereby made to such omitted portions for further information with
respect to the Corporation and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO THE
CORPORATION, EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO LAUREL A. HOLSCHUH,
SECRETARY, NORWEST CORPORATION, NORWEST CENTER, SIXTH AND MARQUETTE,
MINNEAPOLIS, MINNESOTA 55479-1026, TELEPHONE (612) 667-8655.
The following documents filed with the Commission by the Corporation
(file No. 1-2979) are incorporated herein by reference: (i) Annual Report on
Form 10-K for the year ended December 31, 1993, as amended by Form 10-K/A dated
May 13, 1994; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994; (iii) Current Report on Form 8-K dated February 15, 1994; and (iv) the
description of the Corporation's Common Stock, 10.24% Cumulative Convertible
Preferred Stock, Cumulative Preferred Stock, Series B, and Series A Junior
Participating Preferred Stock Purchase Rights contained in the Registration
Statements filed pursuant to Section 12 of the Securities Exchange Act, as
amended (the "Exchange Act"), and any amendment or report filed for the purpose
of updating such description.
2
<PAGE>
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
3
<PAGE>
THE CORPORATION
Norwest Corporation (the "Corporation") is a regional bank holding
company which was organized under the laws of Delaware in 1929 and is
registered under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As a diversified financial services organization, the Corporation
operates through subsidiaries engaged in banking and in related businesses.
The Corporation provides retail, commercial, and corporate banking services to
its customers through banks located in Arizona, Colorado, Illinois, Indiana,
Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Ohio, South
Dakota, Texas, Wisconsin, and Wyoming. The Corporation provides additional
financial services to its customers through subsidiaries engaged in various
businesses, principally mortgage banking, consumer finance, equipment leasing,
agricultural finance, commercial finance, securities brokerage and investment
banking, insurance, computer and data processing services, trust services, and
venture capital investments.
At March 31, 1994, the Corporation had consolidated total assets of
$55.3 billion, total deposits of $35.3 billion, and total stockholders' equity
of $3.9 billion. Based on total assets at March 31, 1994, the Corporation
was the 13th largest commercial banking organization in the United States.
The Corporation regularly explores opportunities for possible
acquisitions of financial institutions and related businesses. In connection
with many of its completed acquisitions, the Corporation has issued its
Common Stock to the shareholders of the acquired entity and can be expected to
continue to do so in the future. Generally, the Corporation does not expect
to make any public announcement about any acquisition opportunity until a
definitive agreement has been signed.
The Corporation's principal executive offices are located at Norwest
Center, Sixth and Marquette, Minneapolis, Minnesota 55479, and its telephone
number is (612) 667-1234. As used in this Prospectus, the term "the
Corporation" means the Corporation and its subsidiaries.
Additional information concerning the Corporation is included in the
Corporation's documents incorporated herein by reference. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY MATTERS
GENERAL
As a bank holding company, the Corporation is subject to the supervision
of the Federal Reserve Board. The Corporation's banking subsidiaries are
subject to supervision and examination by applicable federal and state banking
agencies. All of the Corporation's banking subsidiaries are insured, and
therefore are subject to regulation, by the FDIC. In addition to the impact
of regulation, commercial banks are affected significantly by the actions of
the Federal Reserve Board as it attempts to control the money supply and
credit availability in order to influence the economy.
The Corporation is a legal entity separate and distinct from its banking
and nonbanking subsidiaries. Accordingly, the right of the Corporation, and
thus the right of the Corporation's creditors, to participate in any
distribution of the assets or earnings of any subsidiary is necessarily
subject to the prior claims of creditors of such subsidiary, except to the
extent that claims of the Corporation in its capacity as a creditor
4
<PAGE>
may be recognized. The principal sources of the Corporation's revenues are
dividends and fees from its subsidiaries.
DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to the Corporation without regulatory
approval. The approval of the OCC is required for any dividend by a national
bank if the total of all dividends declared by the Bank in any calendar year
would exceed the total of its net profits, as defined by regulation, for that
year combined with its retained net profits for the preceding two years less
any required transfers to surplus or a fund for the retirement of any
preferred stock. In addition, a national bank may not pay a dividend in an
amount greater than its net profits then on hand after deducting its losses
and bad debts. For this purpose, bad debts are defined to include, generally,
loans which have matured and are in arrears with respect to interest by six
months or more, other than such loans which are well secured and in the
process of collection. Under these provisions the Corporation's national bank
subsidiaries could have declared, as of March 31, 1994, without obtaining
prior regulatory approval, aggregate dividends of at least $375.5 million. The
payment of dividends by any subsidiary bank may also be affected by other
factors, such as the maintenance of adequate capital for such subsidiary bank.
If, in the opinion of the applicable regulatory authority, a bank under
its jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could
include the payment of dividends), such authority may require, after notice
and hearing, that such bank cease and desist from such practice. The Federal
Reserve Board, the OCC, and the FDIC have issued policy statements which
provide that insured banks and bank holding companies should generally pay
dividends only out of current operating earnings.
HOLDING COMPANY STRUCTURE
The Corporation's banking subsidiaries are subject to restrictions under
federal law which limit the transfer of funds by the subsidiary banks to the
Corporation and its nonbanking subsidiaries, whether in the form of loans,
extensions of credit, investments, or asset purchases. Such transfers by any
subsidiary bank to the Corporation or any nonbanking subsidiary are limited in
amount to 10% of the bank's capital and surplus and, with respect to the
Corporation and all such nonbanking subsidiaries, to an aggregate of 20% of
such bank's capital and surplus. Furthermore, such loans and extensions of
credit are required to be secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. This support may be required at times when the Corporation
may not have the resources to provide it. Any capital loans by the
Corporation to any of the subsidiary banks are subordinate in right of payment
to deposits and to certain other indebtedness of such subsidiary bank. In
addition, the Crime Control Act of 1990 provides that in the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of
payment.
5
<PAGE>
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC after
August 9, 1989, in connection with (i) the default of a commonly controlled
FDIC-insured depository institution or (ii) any assistance provided by the
FDIC to a commonly controlled FDIC-insured depository institution in danger of
default. "Default" is defined generally as the appointment of a conservator
or receiver and "in danger of default" is defined generally as the existence
of certain conditions indicating that a "default" is likely to occur in the
absence of regulatory assistance.
Federal law (12 U.S.C. (S)55) permits the OCC to order the pro rata
assessment of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed shareholder failing to pay the assessment. Similarly,
the laws of certain states provide for such assessment and sale with respect
to banks chartered by such states. The Corporation, as the sole shareholder
of certain of its subsidiary banks, is subject to such provisions.
CAPITAL REQUIREMENTS
In January 1989, the Federal Reserve Board issued final risk-based capital
guidelines for bank holding companies, such as the Corporation. The new
guidelines, which became effective December 31, 1990, were phased in over two
years. The minimum ratio of total capital to risk-adjusted assets (including
certain off-balance sheet items, such as stand-by letters of credit) is 8%.
At least half of the total capital is to be comprised of common equity,
retained earnings, and a limited amount of noncumulative perpetual preferred
stock ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of
hybrid capital instruments, perpetual debt, mandatory convertible debt
securities, a limited amount of subordinated debt, other preferred stock, and
a limited amount of loan and lease loss reserves. In addition, the Federal
Reserve Board approved in August 1990 final minimum "leverage ratio" (the
ratio of Tier 1 capital to quarterly average total assets) guidelines for bank
holding companies and state member banks. These guidelines provide for a
minimum leverage ratio of 3% for bank holding companies and state member banks
that meet certain specified criteria, including that they have the highest
regulatory rating. All other bank holding companies and state member banks
will be required to maintain a leverage ratio of 3% plus an additional cushion
of 100 to 200 basis points. The guidelines also provide that banking
organizations experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets.
Furthermore, the guidelines indicate that the Federal Reserve Board will
continue to consider a "tangible Tier 1 leverage ratio" in evaluating
proposals for expansion or new activities. The tangible Tier 1 leverage ratio
is the ratio of a banking organization's Tier 1 capital, less all intangibles,
to total assets, less all intangibles. Each of the Corporation's banking
subsidiaries is also subject to capital requirements adopted by applicable
regulatory agencies which are substantially similar to the foregoing. At
March 31, 1994, the Corporation's Tier 1 and total capital (the sum of Tier 1
and Tier 2 capital) to risk-adjusted assets ratios were 10.15% and 12.65%,
respectively, and the Corporation's leverage ratio for the quarter ended March
31, 1994, was 6.97%. Neither the Corporation nor any subsidiary bank has been
advised by the appropriate federal regulatory agency of any specific leverage
ratio applicable to it.
The Federal Reserve Board has adopted changes to its risk-based and
leverage ratio requirements applicable to bank holding companies and state
chartered member banks that require that all intangibles,
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including core deposit intangibles, purchased mortgage servicing rights
("PMSRs"), and purchased credit card relationships ("PCCRs") be deducted from
Tier 1 capital. The changes, however, grandfather identifiable assets (other
than PMSRs and PCCRs) acquired on or before February 19, 1992, and permit the
inclusion of readily marketable PMSRs and PCCRs in Tier 1 capital to the
extent that (i) PMSRs and PCCRs do not exceed 50% of Tier 1 capital and (ii)
PCCRs do not exceed 25% of Tier 1 capital. For such purposes, PMSRs and PCCRs
each would be included in Tier 1 capital only up to the lesser of (i) 90% of
their fair market value (which must be determined quarterly) and (ii) 100% of
the remaining unamortized book value of such assets. The OCC has adopted
substantially similar regulations. In the opinion of management, the foregoing
changes have not had a material impact on the results of operations of the
Corporation.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revises
the bank regulatory and funding provisions of the Federal Deposit Insurance
Act and makes revisions to several other federal banking statutes.
Among other things, FDICIA requires the federal banking agencies to take
"prompt corrective action" in respect of depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." A
depository institution's capital tier will depend upon where its capital
levels are in relation to various relevant capital measures, which will
include a risk-based capital measure and a leverage ratio capital measure, and
certain other factors.
A depository institution is well capitalized if it significantly exceeds
the minimum level required by regulation for each relevant capital measure,
adequately capitalized if it meets each such measure, undercapitalized if it
fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure, and critically undercapitalized if it
fails to meet any critical capital level set forth in regulations. The
critical capital level must be a level of tangible equity equal to not less
than 2% of total assets and not more than 65% of the minimum leverage ratio to
be prescribed by regulation (except to the extent that 2% would be higher than
such 65% level). An institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if,
among other things, it receives an unsatisfactory examination rating.
Under regulations adopted pursuant to the foregoing provisions, for an
institution to be well capitalized it must have a Tier 1 risk-based capital
ratio of a least 6%, a total risk-based capital ratio of at least 10%, and a
leverage ratio of at least 5%, and not be subject to any specific capital
order or directive. For an institution to be adequately capitalized it must
have a Tier 1 risk-based capital ratio of at least 4%, a total risk-based
capital ratio of at least 8%, and a leverage ratio of a least 4% (and in some
cases 3%). As of March 31, 1994, all of the Corporation's banking
subsidiaries were well capitalized.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to a wide range of limitations on operations and activities, including
growth limitations, and are required to submit a capital restoration plan.
The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository
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institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the
parent holding company is limited to the lesser of (i) an amount equal to 5%
of the depository institution's total assets at the time it became
undercapitalized and (ii) the amount which is necessary (or would have been
necessary) to bring the institution into compliance with all capital standards
applicable with respect to such institution as of the time it fails to comply
with the plan. If a depository institution fails to submit an acceptable
plan, it is treated as if it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA directs that each federal banking agency prescribe standards for
depository institutions and depository institution holding companies relating
to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum
earnings sufficient to absorb losses, a minimum ratio of market value to book
value for publicly traded shares, and such other standards as the agency deems
appropriate. The FDIC, in consultation with the other federal banking
agencies, has adopted a final rule and guidelines with respect to external and
internal audit procedures and internal controls in order to implement those
provisions of FDICIA intended to facilitate the early identification of
problems in financial management of depository institutions. The FDIC has also
issued proposed rules prescribing standards relating to certain other of the
management and operational standards listed above. The full impact of such
standards on the Corporation cannot yet be ascertained.
FDICIA also contains a variety of other provisions that may affect the
operations of the Corporation, including new reporting requirements, revised
regulatory standards for real estate lending, "truth in savings" provisions,
and the requirement that a depository institution give 90 days' notice to
customers and regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through the mediation or
assistance of a "deposit broker," defined as a person engaged in the business
of placing, or facilitating the placement of deposits of third parties
deposits with insured depository institutions or with interest rates
significantly higher than prevailing market rates) unless (i) it is "well
capitalized" or (ii) it is "adequately capitalized" and receives a waiver from
the FDIC. A bank is defined to be well capitalized if it maintains a leverage
ratio of at least 5%, a ratio of Tier 1 capital to risk-adjusted assets of at
least 6%, and a ratio of total capital to risk-adjusted assets of at least
10%, and is not otherwise in a "troubled condition" as specified by the
appropriate federal regulatory agency. A bank is defined to be "adequately
capitalized" if it meets all of its minimum capital requirements. A bank that
cannot receive brokered deposits also cannot offer "pass-through" insurance on
certain employee benefit accounts, unless it provides certain notices to
affected depositors. In addition, a bank that is "adequately capitalized" and
that has received a waiver from the FDIC may accept, renew, or roll over a
brokered deposit but not pay an interest rate on any deposits in excess of 75
basis points over certain prevailing market rates. There are no such
restrictions on a bank that is "well capitalized." At March 31, 1994, all of
the Corporation's banking subsidiaries were well capitalized and therefore
were not subject to these restrictions.
FDIC INSURANCE
Effective January 1, 1993, the deposit insurance assessment rate for the
Bank Insurance Fund ("BIF") and the Savings Association Insurance Fund
("SAIF") increased as part of the adoption by the FDIC of a transitional risk-
based assessment system. In June 1993, the FDIC published final regulations
making the transitional system permanent effective January 1, 1994, but left
open the possibility that it may consider expanding the range between the
highest and lowest assessment rates at a later date. An
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institution's risk category is based upon whether the institution is well
capitalized, adequately capitalized, or less than adequately capitalized.
Each insured depository institution is also to be assigned to one of the
following "supervisory subgroups": Subgroup A, B, or C. Subgroup A
institutions are financially sound institutions with few minor weaknesses;
Subgroup B institutions are institutions that demonstrate weaknesses which, if
not corrected, could result in significant deterioration; and Subgroup C
institutions are institutions for which there is a substantial probability
that the FDIC will suffer a loss in connection with the institution unless
effective action is taken to correct the areas of weakness. Based on its
capital and supervisory subgroups, each BIF or SAIF member institution will be
assigned an annual FDIC assessment rate ranging from 0.23% per annum (for well
capitalized Subgroup A institutions) to 0.31% (or undercapitalized Subgroup C
institutions). Adequately capitalized institutions will be assigned
assessment rates ranging from 0.26% to 0.30%. The Corporation incurred $72.4
million of FDIC insurance expense in 1993. Because of decreases in the
reserves of the BIF and SAIF due to the increased number of bank failures in
recent years, it is possible the BIF and SAIF premiums will be further
increased and it is possible that there may be a special assessment. Any such
further increase or special assessment would also decrease net income, and a
special assessment could have a material adverse effect on the results of
operations of the Corporation.
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of the Corporation's Common Stock as of February 2, 1994
by each of the Selling Stockholders who may offer shares for sale by this
Prospectus (referred to herein individually as a "Selling Stockholder" and
collectively as the "Selling Stockholders").
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Offering
Name and to be Offered
---- -----------------------
<S> <C>
Larry R. Lindeberg 54,126
Mary Carol Lindeberg 166,053
Gregory Lindeberg 48,355
Laurie Fritzinger 48,355
Nicholas Lindeberg 48,355
Mark Lindeberg 48,355
</TABLE>
INVESTMENT AGREEMENT
In connection with the acquisition of Lindeberg and the Bank by the
Corporation, the Selling Stockholders entered into an Investment Agreement
dated as of February 2, 1994 with the Corporation pursuant to which the shares
offered and sold by the Selling Stockholders hereby were issued. Under the
terms of the Investment Agreement, the Selling Stockholders jointly and
severally agreed that they would not directly or indirectly offer, sell,
pledge or transfer or otherwise dispose of (or solicit any offers to buy,
purchase, or otherwise
9
<PAGE>
acquire or pledge of) any of the shares offered hereby except in compliance
with the Investment Agreement and the Securities Act of 1933 and rules and
regulations promulgated thereunder.
The Investment Agreement sets forth a number of transfer requirements with
respect to the shares applicable for a period of two years after the issuance
of the shares. Under these requirements, each Selling Stockholder must
provide three business days notice to the Corporation of any proposed sale or
other transfer of the shares offered by the Selling Stockholders pursuant to
this Prospectus. Following receipt of this notice, the Corporation must
notify the Selling Stockholder proposing to make the transfer of shares either
that the transfer may occur or that it must be deferred. Any such transfer
will be deferred either in order to permit updating of this Propsectus or
because the Corporation has provided the Selling Stockholder a certificate
stating that it would be detrimental to the Corporation and its stockholders
for the Selling Stockholder to immediately proceed with the proposed transfer.
If the Corporation provides such certificate, the Corporation may defer any
proposed transfer for one or more successive 30 day periods. Notwithstanding
this limitation, a Selling Stockholder has the right to transfer the shares
during a period commencing on the third business day after each date on which
the Corporation releases for publication, by press release or otherwise,
quarterly or annual summary statements of earnings and ending on the twelfth
business day following such date, provided that the Selling Stockholder has
first given the Corporation notice as described above and the Corporation has
not exercised its right to defer such transfer by delivering the officer's
certificate described above. In addition, the Investment Agreement requires
the Selling Stockholder to furnish certain documentation to the transfer agent
of the Corporation's Common Stock as a condition to completing the transfer.
PLAN OF DISTRIBUTION
The distribution of the shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions) on the New York Stock Exchange or otherwise, in special
offerings, exchange distributions or secondary distributions pursuant to and
in accordance with the rules of the New York Stock Exchange, in the over-the
counter market, in negotiated transactions, through the writing of options on
shares (whether such options are listed on an options exchange or otherwise),
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Selling Stockholders may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from Selling Stockholders and/or purchasers of shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). Selling Stockholders and broker-dealers that participate with
Selling Stockholders in the distribution of shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any commssions received by them and any profit on the resale of
shares may be deemed to be underwriting compensation.
LEGAL OPINION
A legal opinion to the effect that the shares of the Corporation's Common
Stock offered hereby were validly issued and fully paid and nonassessable has
been rendered by Stanley S. Stroup, Executive Vice President and General
Counsel of the Corporation. At May 31, 1994, Mr. Stroup was the beneficial
10
<PAGE>
owner of approximately 106,971 shares and held options to acquire
215,931 additional shares of the Corporation Common Stock.
EXPERTS
The consolidated financial statements of the Corporation and subsidiaries
as of December 31, 1993 and 1992, and for each of the years in the three-year
period ended December 31, 1993, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Registration Fee 3,923.00
Legal Fees and Expenses 5,000.00
Accounting Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 5,000.00
Listing Fees 7,500.00
Miscellaneous 1,200.00
----------
Total $25,123.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest Corporation ("Norwest") provides for broad
indemnification of directors and officers of Norwest.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4(a) -- Restated Certificate of Incorporation of Norwest, as
amended (incorporated herein by reference to Exhibit 3(b) to
Norwest's Current Report on Form 8-K dated June 28, 1993 (File No.
1-2979)).
4(b) -- Certificate of Designations of Powers, Preferences,
and Rights relating to Norwest's 10.24% Cumulative Preferred Stock
(incorporated herein by reference to Exhibit 4(a) to Norwest's
Registration Statement No. 33-38806).
4(c) -- Certificate of Designations of Powers, Preferences,
and Rights relating to Norwest's Cumulative Convertible Preferred
Stock, Series B (incorporated herein by reference to Exhibit 2 to
Norwest's Form 8-A, filed on August 9, 1991 (File No. 1-2979)).
4(d) -- Certificate of Designations of Powers, Preferences, and Rights
relating to Norwest's ESOP Cumulative Preferred Stock (incorporated
herein by reference to Exhibit 4 to Norwest's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994 (File No. 1-2979)).
4(e) -- Bylaws of Norwest, as amended (incorporated
herein by reference to Exhibit 4(c) to Norwest's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1991 (File No. 1-2979)).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
4(f) -- Rights Agreement, dated as of November 22, 1988,
between Norwest and Citibank, N.A., including as Exhibit A the form
of Certificate of Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior Participating
Preferred Stock, without par value (incorporated herein by reference
to Exhibit 1 to Norwest's Form 8-A filed on December 6, 1988 (File
No. 1-2979)) and Certificates of Adjustment pursuant to Section 12
of the Rights Agreement (incorporated herein by reference to Exhibit
3 to Norwest's Form 8 dated July 21, 1989 and to Exhibit 4 to
Norwest's Form 8-A/A dated June 28, 1993 (File No. 1-2979)).
5 -- Opinion of General Counsel of Norwest.
23(a) -- Consent of General Counsel of Norwest (included as part
of Exhibit 5 filed herewith).
23(b) -- Consent of KPMG Peat Marwick (relating to financial
statements of Norwest).
24 -- Powers of Attorney.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Norwest hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to (i) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, (ii) 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, and (iii) 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 provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Norwest pursuant to
Section 13 or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) The undersigned Norwest hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment 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.
(c) The undersigned Norwest hereby undertakes 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.
(d) The undersigned Norwest hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Norwest pursuant to the foregoing provisions, or otherwise, Norwest
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
against such liabilities (other than the payment by Norwest of expenses
incurred or paid by a director, officer or controlling person of Norwest 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-3
<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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, on the 15th day of
June, 1994.
NORWEST CORPORATION
By /s/ Richard M. Kovacevich
---------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 15th day of June, 1994, by
the following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)*
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- ---------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
N. BERNE HART )
WILLIAM A. HODDER )
GEORGE C. HOWE )
LLOYD P. JOHNSON ) A majority of the Board of Directors*
REATHA CLARK KING )
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
JOHN E. PEARSON )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
-----------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- -------- ---------------------------------- -------
<S> <C> <C>
4(a) -- Restated Certificate of
Incorporation of Norwest, as
amended (incorporated herein by
reference to Exhibit 3(b) to
Norwest's Current Report on Form
8-K dated June 28, 1993 (File No.
1-2979)).
4(b) -- Certificate of Designations of
Powers, Preferences,
and Rights relating to Norwest's
10.24% Cumulative Preferred Stock
(incorporated herein by
reference to Exhibit 4(a) to
Norwest's Registration
Statement No. 33-38806).
4(c) -- Certificate of Designations of
Powers, Preferences,
and Rights relating to Norwest's
Cumulative
Convertible Preferred Stock,
Series B (incorporated
herein by reference to Exhibit 2
to Norwest's Form 8-A,
filed on August 8, 1991 (File
No. 1-2979)).
4(d) -- Certificate of Designations of Powers,
Preferences, and Rights relating to
Norwest's ESOP Cumulative Preferred
Stock (incorporated herein by reference
to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter
ended March 31, 1994 (File No. 1-2979)).
4(e) -- By-laws of Norwest, as amended
(incorporated herein by reference
to Exhibit 4(c) to the
registrant's Quarterly Report on
Form 10-Q for the quarter ended
March 31, 1991 (File No. 1-2979)).
4(f) -- Rights Agreement, dated as of
November 22, 1988, between
Norwest and Citibank, N.A.,
including as Exhibit A the form
of Certificate of Designation of
Powers, Preferences and Rights
setting forth the terms of the
Series A Junior Participating
Preferred Stock, without par
value (incorporated herein by
reference to Exhibit 1 to
Norwest's Form 8-A filed on
December 6, 1988 (File No.
1-2979)) and Certificates of
Adjustment pursuant to Section 12
of the Rights Agreement
(incorporated herein by reference
to Exhibit 3 to Norwest's Form 8
dated July 21, 1989 and to
Exhibit 4 to Norwest's Form 8-A/A
dated June 28, 1993 (File No.
1-2979)).
5 -- Opinion of General Counsel of Electronic
Norwest. Transmission
23(a) -- Consent of General Counsel of
Norwest (included
as part of Exhibit 5 filed
herewith).
23(b) -- Consent of KPMG Peat Marwick Electronic
(relating to Transmission
(financial statements of the
registrant).
24 -- Powers of Attorney. Electronic
Transmission
</TABLE>
II-5
<PAGE>
EXHIBIT 5
June 15, 1994
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 413,599 shares of the Common Stock, par value $1 2/3 (the
"Shares"), of Norwest Corporation, a Delaware corporation ("Norwest"), issued in
connection with the acquisition by Norwest of Lindeberg Financial Corporation, a
Minnesota corporation, and Forest Lake State Bank, its bank subsidiary (the
"Acquisition"), I have examined such corporate records and other documents,
including the Registration Statement on Form S-3 relating to the Shares, and
have reviewed such matters of law as I have deemed necessary for this opinion,
and I advise you that in my opinion:
1. Norwest is a corporation duly organized and existing under the laws of
the State of Delaware.
2. All necessary corporate action was taken on the part of Norwest to
authorize the issuance of the Shares in connection with the Acquisition, and
accordingly, the Shares have been legally and validly issued, and constitute
fully paid and nonassessable shares of the Common Stock of Norwest.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
-------------------------------
Stanley S. Stroup
Executive Vice President
and General Counsel
<PAGE>
(LETTERHEAD OF PEAT MARWICK)
Exhibit 23(b)
-------------
Independent Auditors' Consent
-----------------------------
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 19, 1994 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
registration statement. Our report refers to the Corporation's adoption of
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions."
KPMG Peat Marwick
June , 1994
Minneapolis, Minnesota
<PAGE>
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ David C. Christensen
----------------------------------
David C. Christensen
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Pierson M. Grieve
----------------------------------
Pierson M. Grieve
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the
same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Charles M. Harper
----------------------------------
Charles M. Harper
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ N. Benne Hart
----------------------------------
N. Benne Hart
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ William A. Hodder
----------------------------------
William A. Hodder
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ George C. Howe
----------------------------------
George C. Howe
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Lloyd P. Johnson
----------------------------------
Lloyd P. Johnson
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Reatha Clark King
----------------------------------
Reatha Clark King
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Richard M. Kovacevich
----------------------------------
Richard M. Kovacevich
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Richard S. Levitt
----------------------------------
Richard S. Levitt
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Richard D. McCormick
----------------------------------
Richard D. McCormick
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Cynthia H. Milligan
----------------------------------
Cynthia H. Milligan
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ John E. Pearson
----------------------------------
John E. Pearson
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Ian M. Rolland
----------------------------------
Ian M. Rolland
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Stephen E. Watson
----------------------------------
Stephen E. Watson
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, LAUREL A. HOLSCHUH, AND MARY E. SCHAFFNER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with power
of substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements, on
Form S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 420,000 shares of Common Stock of the
Corporation issued in connection with the acquisition of Lindeberg Financial
Corporation, a Minnesota corporation, and its subsidiary, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of November, 1993.
/s/ Michael W. Wright
----------------------------------
Michael W. Wright
