<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1994
REGISTRATION NO. 033-55429
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORWEST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 41-0449260
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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:
<TABLE>
<S> <C>
H. BERNT VON OHLEN W. SMITH SHARPE, JR.
MARY E. SCHAFFNER FAEGRE & BENSON
NORWEST CORPORATION 2200 NORWEST CENTER
NORWEST CENTER 90 SOUTH SEVENTH STREET
SIXTH AND MARQUETTE MINNEAPOLIS, MINNESOTA 55402-3901
MINNEAPOLIS, MINNESOTA 55479-1026
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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 any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED(1) REGISTERED(2) PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities, Preferred Shares, Depositary
Shares, Common Stock, par value $1 2/3 per share, $2,000,000,000 $2,000,000,000
(3) and Securities Warrants....................... (4) 100% (5) $689,660.00
<FN>
(1) Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) Includes such indeterminate number of Preferred Shares as may be issued at
indeterminable prices, but with an aggregate initial offering price not to
exceed $2,000,000,000, plus such indeterminate number of Preferred Shares
as may be issued upon exercise of Securities Warrants or in exchange for,
or upon conversion of, Debt Securities or other Preferred Shares registered
hereunder for which no separate consideration will be received; such
indeterminate number of Depositary Shares as may be issued in the event the
Registrant elects to offer fractional interests in Preferred Shares
registered hereunder; and such indeterminate number of shares of Common
Stock as may be issued upon exercise of Securities Warrants or upon
conversion of Debt Securities, Preferred Shares or Depositary Shares
registered hereunder.
(3) Associated with the Common Stock are preferred share purchase rights that
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.
(4) Or the equivalent thereof in one or more foreign currencies or composite
currencies, including European Currency Units, or, if any Debt Securities
are issued at an original issue discount, such greater amount as shall
result.
(5) No separate consideration will be received for Common Stock, Preferred
Shares or Depositary Shares that are issued upon conversion of Debt
Securities, Preferred Shares or Depositary Shares.
</TABLE>
------------------------
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 THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
NORWEST CORPORATION
DEBT SECURITIES AND DEBT WARRANTS
PREFERRED SHARES AND PREFERRED SHARE WARRANTS
COMMON STOCK WARRANTS
UNITS
-----------------
Norwest Corporation (the "Corporation") intends to offer from time to time
in one or more series its unsecured debt securities, which may be senior (the
"Senior Securities") or subordinated (the "Subordinated Securities," and
together with the Senior Securities, the "Debt Securities"), warrants to
purchase the Debt Securities ("Debt Warrants"), shares of preferred stock (the
"Preferred Shares"), interests in which may be represented by depositary shares
("Depositary Shares"), warrants to purchase the Preferred Shares or Depositary
Shares ("Preferred Share Warrants") or warrants to purchase Common Stock
("Common Stock Warrants," and together with the Debt Warrants and Preferred
Share Warrants, the "Securities Warrants"), with an aggregate initial public
offering price (including the exercise price of any Securities Warrants) of up
to $2,000,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies, including European Currency Units ("ECU"), on terms to be
determined at the time of sale. The Debt Securities, Preferred Shares,
Depositary Shares and Securities Warrants may be offered separately or as a part
of units consisting of one or more such securities ("Units," and together with
the Debt Securities, Preferred Shares, Depositary Shares and Securities
Warrants, the "Offered Securities"), in separate series, in amounts, at prices
and on terms to be set forth in one or more supplements to this Prospectus (a
"Prospectus Supplement").
The Senior Securities will rank PARI PASSU with all other unsecured Senior
Debt of the Corporation, as defined. The Subordinated Securities will be
subordinated to all existing and future Senior Debt of the Corporation.
Specific terms of the Offered Securities, including such terms as, where
applicable, (i) in the case of Debt Securities, the specific designation,
aggregate principal amount, currency, denominations, maturity, premium, rate and
time of payment of interest, terms for redemption at the option of the
Corporation or repayment at the option of the holder, terms for sinking fund
payments and the initial public offering price; (ii) in the case of Preferred
Shares, the specific title and stated value, any dividend, liquidation,
redemption, conversion, voting and other rights, and the initial public offering
price and whether interests in the Preferred Shares will be represented by
Depositary Shares; and (iii) in the case of Securities Warrants, where
applicable, the duration, offering price, exercise price and detachability, are
set forth in the accompanying Prospectus Supplement. Units may be issued in
amounts, at prices, on terms and containing such conditions, covenants and other
provisions, and consisting of such Offered Securities and other securities, as
will be set forth in a Prospectus Supplement. The Prospectus Supplement will
also contain information, where applicable, about certain United States federal
income tax considerations relating to and any listing on a securities exchange
of the Offered Securities covered by the Prospectus Supplement.
The Offered Securities may be offered directly, through agents designated
from time to time or to or through underwriters or dealers, which may include
affiliates of the Corporation. If any agents or underwriters are involved in the
sale of any of the Offered Securities, their names, and any applicable fee,
commission, purchase price or discount arrangements with them, will be set
forth, or will be calculable from the information set forth, in the Prospectus
Supplement. The Corporation may also issue the Debt Securities to one or more
persons in exchange for outstanding debt securities of the Corporation acquired
by such persons from third parties in open market or privately negotiated
transactions. The newly issued Debt Securities may be offered pursuant to this
Prospectus and applicable Prospectus Supplement by such persons, acting as
principal for their own accounts, at market prices prevailing at the time of
sale, at prices otherwise negotiated or at fixed prices. Unless otherwise
indicated in the Prospectus Supplement, the Corporation will receive only
outstanding debt securities and will not receive cash proceeds in connection
with the exchange and resale.
---------------------
THE OFFERED SECURITIES ARE UNSECURED OBLIGATIONS OF THE CORPORATION AND 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 OR ANY PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is , 1994.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Securities and
Exchange Commission (the "Commission") are incorporated in and made a part of
this Prospectus by reference: (i) Annual Report on Form 10-K for the year ended
December 31, 1993, as amended by Amendment No. 1 on Form 10-K/A dated May 13,
1994; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994; (iii) Current Reports on Form 8-K dated February 15, 1994,
July 21, 1994 and November 1, 1994; (iv) Registration Statement on Form 8-A
dated December 6, 1988, as amended by Amendment No. 1 on Form 8 dated July 21,
1989; (v) Registration Statement on Form 8-A dated December 21, 1990; and (vi)
Registration Statement on Form 8-A dated August 8, 1991.
All documents filed by the Corporation with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date of this Prospectus and prior
to the termination of the offering of the Offered Securities offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or in
the accompanying Prospectus Supplement 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 of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to Laurel
A. Holschuh, Senior Vice President and Secretary, Norwest Corporation, Norwest
Center, Sixth and Marquette, Minneapolis, Minnesota 55479-1026. Telephone
requests may be directed to (612) 667-8655.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or a Prospectus
Supplement in connection with the offering described herein and therein, and any
information or representations not contained herein or therein must not be
relied upon as having been authorized. This Prospectus may not be used to
consummate sales of Offered Securities unless accompanied by a Prospectus
Supplement. The delivery of this Prospectus and a Prospectus Supplement relating
to particular Offered Securities shall not constitute an offer of any of the
other Offered Securities covered by this Prospectus. The delivery of this
Prospectus or any Prospectus Supplement does not constitute an offer to sell or
a solicitation of an offer to buy the Offered Securities in any circumstances in
which such offer or solicitation of an offer to buy the Offered Securities is
unlawful.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at Seven World Trade Center,
Suite 1300, New York, New York 10048, and at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and copies of such materials can be obtained
from the public reference section of the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and other
information concerning the Corporation can also be inspected at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005, and at
the offices of the Chicago Stock Exchange at One Financial Place, 440 South
LaSalle Street, Chicago, Illinois 60605.
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<PAGE>
Additional information regarding the Corporation and the Offered Securities
offered hereby is contained in the Registration Statement and the exhibits
relating thereto in respect of the Offered Securities offered hereby, filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). For further information pertaining to the Corporation and the Offered
Securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at the office of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and copies thereof
may be obtained from the Commission at prescribed rates.
-------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars," or "U.S. $").
THE 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 June 30, 1994, the Corporation had consolidated total assets of $55.8
billion, total deposits of $34.7 billion, and total stockholders' equity of $3.8
billion. Based on total assets at June 30, 1994, the Corporation was the
thirteenth largest commercial banking organization in the United States.
The Corporation regularly explores opportunities for possible acquisitions
of financial institutions and related businesses. Generally, management of the
Corporation does not make a public announcement about an acquisition until a
definitive agreement has been signed. The Corporation has entered into
definitive agreements for the acquisition of various financial institutions
having aggregate total assets at June 30, 1994 of approximately $3.0 billion.
Certain of these acquisitions were consummated subsequent to June 30, 1994, and
the others remain subject to regulatory approval and are expected to be
completed by the end of the first quarter of 1995. None of these acquisitions
are significant for the financial statements of the Corporation, either
individually or in the aggregate.
The Corporation's principal executive offices are located at Norwest Center,
Sixth and Marquette, Minneapolis, Minnesota 55479-1000, and its telephone number
is (612) 667-1234.
Additional information concerning the Corporation is included in the
documents incorporated by reference herein. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY MATTERS
GENERAL
As a bank holding company, the Corporation is subject to supervision and
examination by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). The Corporation's banking subsidiaries are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of the Corporation's banking subsidiaries are insured by the Bank
Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC"), and
therefore such banking subsidiaries are subject to
3
<PAGE>
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.
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 Comptroller of the Currency 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 June 30, 1994, aggregate dividends of at
least $384.2 million, without obtaining prior regulatory approval and without
reducing the capital of the banks below their respective minimum levels. The
Corporation also has several state bank subsidiaries that are subject to state
regulations limiting dividends; however, the amount of dividends payable by the
Corporation's state bank subsidiaries, with or without state regulatory
approval, represents an immaterial contribution to the Corporation's revenues.
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 Comptroller of the Currency, and the FDIC have issued policy statements
which provide that FDIC-insured banks and bank holding companies should
generally pay dividends only out of current operating earnings.
HOLDING COMPANY STRUCTURE
The Corporation is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. Accordingly, the right of the Corporation, and thus the
rights 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 may be recognized. The principal
sources of the Corporation's revenues are dividends and fees from its
subsidiaries.
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.
4
<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. Section55) permits the Comptroller of the Currency 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
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies 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 stock,
minority interests and 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's final minimum
"leverage ratio" (the ratio of Tier 1 capital to quarterly average total assets)
guidelines for bank holding companies provide for a minimum leverage ratio of 3%
for bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. All other bank holding companies are
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 June 30, 1994, the Corporation's Tier 1 and total capital (the sum
of Tier 1 and Tier 2 capital) to risk-adjusted assets ratios were 10.00% and
12.40%, respectively, and the Corporation's leverage ratio for the quarter ended
June 30, 1994, was 6.85%. Neither the Corporation nor any subsidiary bank has
been advised by the appropriate federal regulatory agency of any specific
leverage ratio applicable to it.
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 revised 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 regulators to take "prompt corrective action" in
respect of FDIC-insured depository institutions that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." Under applicable regulations, an FDIC-insured
depository institution is defined to be well capitalized if it maintains a
leverage ratio of at least 5%, a risk-adjusted Tier 1 capital ratio of at least
6% and a risk-adjusted total capital ratio of at least 10% and is not subject to
a directive, order or written agreement to meet and maintain specific capital
levels. An insured depository institution is defined to be adequately
capitalized if it meets all such minimum capital requirements. An
5
<PAGE>
insured depository institution will be considered undercapitalized if it fails
to meet any minimum required measure, significantly undercapitalized if it has a
risk-adjusted total capital ratio of less than 6%, risk-adjusted Tier 1 capital
ratio of less than 3% or a leverage ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity equal to at
least 2% of total assets. An insured depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
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 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 rule and guidelines
and proposed 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 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 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 may not
6
<PAGE>
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 June 30, 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") 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
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 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% (for 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.
USE OF PROCEEDS
Unless otherwise specified in an applicable Prospectus Supplement, the net
proceeds to be received by the Corporation from the sale of the Offered
Securities offered hereby will be added to the general funds of the Corporation
and will be available for general corporate purposes, including investments in
or advances to existing or future subsidiaries, repayment of maturing
obligations and redemption of outstanding indebtedness. Pending such use, the
Corporation may temporarily invest the net proceeds or use them to reduce
short-term indebtedness.
RATIOS OF EARNINGS TO FIXED CHARGES
AND TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
The following are the consolidated ratios of earnings to fixed charges and
to combined fixed charges and preferred stock dividends for the six-month
periods ended June 30, 1994 and 1993, and each of the years in the five-year
period ended December 31, 1993:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30 YEAR ENDED DECEMBER 31
------------ --------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges:
Excluding interest on
deposits................ 2.75x 2.51 2.39 2.01 1.70 1.34 1.49
Including interest on
deposits................ 1.78x 1.65 1.59 1.39 1.22 1.12 1.17
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends:
Excluding interest on
deposits................ 2.59x 2.34 2.23 1.88 1.64 1.34 1.47
Including interest on
deposits................ 1.73x 1.60 1.55 1.35 1.21 1.12 1.17
</TABLE>
For purposes of computing the ratios of earnings to fixed charges, income
before income taxes plus fixed charges less capitalized interest has been
divided by fixed charges. For purposes of computing the ratios of earnings to
combined fixed charges and preferred stock dividends, income before income taxes
plus fixed
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charges less capitalized interest has been divided by fixed charges and pretax
earnings required to cover preferred stock dividends. Fixed charges, excluding
interest on deposits, consist of interest on short-term borrowings and long-term
debt, amortization of debt expense, capitalized interest and one-third of net
rental expense (which is deemed representative of the interest factor). Fixed
charges, including interest on deposits, consist of the foregoing items plus
interest on deposits. Pretax earnings required to cover preferred stock
dividends have been computed by dividing preferred stock dividends by one minus
the Corporation's income tax rate.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be described
in the Prospectus Supplement relating to such Debt Securities.
The Senior Securities are to be issued under an Indenture (the "Senior
Indenture") between the Corporation and the trustee named in the applicable
Prospectus Supplement as trustee (the "Senior Trustee"). The Subordinated
Securities are to be issued under an Indenture (the "Subordinated Indenture")
between the Corporation and the trustee named in the applicable Prospectus
Supplement as trustee (the "Subordinated Trustee," and together with the Senior
Trustee, the "Trustees"). The forms of the Senior Indenture and the Subordinated
Indenture (collectively, the "Indentures") are exhibits to the Registration
Statement. The following summaries of certain provisions of the Indentures do
not purport to be complete and are qualified in their entirety by reference to
the provisions of the Indentures. Numerical references in parentheses below are
to sections of the Indentures. Wherever particular sections or defined terms of
the Indentures are referred to, it is intended that such sections or defined
terms shall be incorporated herein by reference. Unless otherwise indicated,
capitalized terms shall have the meanings ascribed to them in the Indentures.
GENERAL
The amount of Debt Securities offered by this Prospectus will be limited to
the amount set forth on the cover of this Prospectus. Each Indenture provides
that Debt Securities in an unlimited amount may be issued thereunder from time
to time in one or more series. (SECTION 301)
The Senior Securities will be unsecured and will rank PARI PASSU with other
unsecured Senior Debt of the Corporation. The Subordinated Securities will be
unsecured and will rank PARI PASSU with other subordinated debt of the
Corporation and, together with such other subordinated debt, will be
subordinated and junior in right of payment to the prior payment in full of the
Senior Debt of the Corporation as described below under "Subordination."
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Debt Securities for the terms of such Debt Securities,
including, where applicable, (i) the designation and any limit on the aggregate
principal amount of such Debt Securities; (ii) the price (expressed as a
percentage of the aggregate principal amount thereof) at which such Debt
Securities will be issued and whether the Debt Securities are being issued in
exchange for outstanding debt securities with one or more persons for resale;
(iii) the date or dates on which such Debt Securities will mature or method by
which such dates can be determined; (iv) the currency or currencies in which
such Debt Securities are being sold and are denominated and the circumstances,
if any, under which any Debt Securities may be payable in a currency other than
the currency in which such Debt Securities are denominated, and if so, the
exchange rate, the exchange rate agent and, if the Holder of any such Debt
Securities may elect the currency in which payments thereon are to be made, the
manner of such election; (v) the denominations in which any Debt Securities
which are Registered Securities will be issuable, if other than denominations of
$1,000 and any integral multiple thereof, and the denomination or denominations
in which any Debt Securities which are Bearer Securities will be issuable, if
other than the denomination of $5,000; (vi) the rate or rates (which may be
fixed or
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<PAGE>
variable) at which such Debt Securities will bear interest, which rate may be
zero in the case of certain Debt Securities issued at an issue price
representing a discount from the principal amount payable at maturity; (vii) the
date from which interest on such Debt Securities will accrue, the dates on which
such interest will be payable or method by which such dates can be determined,
the date on which payment of such interest will commence and the circumstances,
if any, in which the Corporation may defer interest payments; (viii) the dates
on which, and the price or prices at which, such Debt Securities will, pursuant
to any mandatory sinking fund provision, or may, pursuant to any optional
redemption or required repayment provisions, be redeemed or repaid and the other
terms and provisions of any such optional redemption or required repayment; (ix)
in the case of the Subordinated Securities, any terms by which such securities
may be convertible into Common Stock (see "DESCRIPTION OF COMMON STOCK"),
Preferred Shares (see "DESCRIPTION OF PREFERRED SHARES") or Depositary Shares
(see "DESCRIPTION OF DEPOSITARY SHARES") of the Corporation and, in case of
Subordinated Securities convertible into Preferred Shares or Depositary Shares,
the terms of such Preferred Shares or Depositary Shares; (x) whether such Debt
Securities are to be issuable as Bearer Securities and/or Registered Securities
and, if issuable as Bearer Securities, the terms upon which any Bearer
Securities may be exchanged for Registered Securities; (xi) whether such Debt
Securities are to be issued in the form of one or more temporary or permanent
Global Securities and, if so, the identity of the depositary for such Global
Security or Securities; (xii) if a temporary global Debt Security is to be
issued with respect to such series, the extent to which, and the manner in
which, any interest thereon payable on an interest payment date prior to the
issuance of a permanent Global Security or definitive Bearer Securities will be
credited to the accounts of the persons entitled thereto on such interest
payment date; (xiii) if a temporary Global Security is to be issued with respect
to such series, the terms upon which interests in such temporary Global Security
may be exchanged for interests in a permanent Global Security or for definitive
Debt Securities of the series and the terms upon which interests in a permanent
Global Security, if any, may be exchanged for definitive Debt Securities of the
series; (xiv) any additional restrictive covenants included for the benefit of
Holders of such Debt Securities; (xv) any additional Events of Default provided
with respect to such Debt Securities; (xvi) information with respect to
book-entry procedures, if any; (xvii) whether the Debt Securities will be
repayable at the option of the Holder; (xviii) any other terms of the Debt
Securities not inconsistent with the provisions of the applicable Indenture;
(xix) the right of the Corporation to defease the Debt Securities or certain
covenants under the Indentures; and (xx) the terms of any securities being
offered together with or separately from the Debt Securities. Such Prospectus
Supplement will also describe any special provisions for the payment of
additional amounts with respect to the Debt Securities and certain United States
federal income tax consequences and other special considerations applicable to
such series of Debt Securities. If a Debt Security is denominated in a foreign
currency, such Debt Security may not trade on a U.S. national securities
exchange unless and until the Commission has approved appropriate rule changes
pursuant to the Securities Act to accommodate the trading of such Debt Security.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Debt Securities of a series may be issuable in definitive form solely as
Registered Securities, solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Unless otherwise indicated in the Prospectus
Supplement, Bearer Securities other than Bearer Securities in temporary or
permanent global form will have interest coupons attached. (SECTION 201) Each
Indenture also provides that Bearer Securities or Registered Securities of a
series may be issuable in permanent global form. (SECTION 203) See "Permanent
Global Securities."
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of authorized denominations and of a
like aggregate principal amount, tenor and terms. In addition, if Debt
Securities of any series are issuable as both Registered Securities and Bearer
Securities, at the option of the Holder upon request confirmed in writing, and
subject to the terms of the applicable Indenture, Bearer Securities (with all
unmatured coupons, except as provided below, and all matured coupons in default)
of such series will be exchangeable into Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount,
tenor and terms. Bearer Securities surrendered in
9
<PAGE>
exchange for Registered Securities between the close of business on a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the terms
of the applicable Indenture. Bearer Securities will not be issued in exchange
for Registered Securities. (SECTION 305) Each Bearer Security, other than a
temporary global Bearer Security, and each interest coupon will bear the
following legend: "Any United States Person who holds this obligation will be
subject to limitations under the United States federal income tax laws including
the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for registration of transfer (duly
endorsed or accompanied by a satisfactory written instrument of transfer), at
the office of the Security Registrar or at the office of any transfer agent
designated by the Corporation for such purpose with respect to such series of
Debt Securities, without service charge and upon payment of any taxes and other
governmental charges. (SECTION 305) If the applicable Prospectus Supplement
refers to any transfer agent (in addition to the Security Registrar) initially
designated by the Corporation with respect to any series of Debt Securities, the
Corporation may at any time rescind the designation of any such transfer agent
or approve a change in the location through which any such transfer agent (or
Security Registrar) acts, except that, if Debt Securities of a series are
issuable solely as Registered Securities, the Corporation will be required to
maintain a transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are issuable as Bearer Securities, the Corporation will
be required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Corporation may at any time designate additional transfer agents with respect to
any series of Debt Securities. (SECTION 1002)
The Corporation shall not be required (i) to issue, register the transfer of
or exchange Debt Securities of any particular series to be redeemed for a period
of 15 days preceding the first publication of the relevant notice of redemption
or, if Registered Securities are outstanding and there is no publication, the
mailing of the relevant notice of redemption, (ii) to register the transfer of
or exchange any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of any Registered Security being redeemed in
part, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of like
tenor and terms of that series, provided that such Registered Security shall be
surrendered for redemption. (SECTION 305) Additional information regarding
restrictions on the issuance, exchange and transfer of and special United States
federal income tax considerations relating to Bearer Securities will be set
forth in the applicable Prospectus Supplement.
TEMPORARY GLOBAL SECURITIES
If so specified in the applicable Prospectus Supplement, all or any portion
of the Debt Securities of a series which are issuable as Bearer Securities will
initially be represented by one or more temporary Global Securities, without
interest coupons, to be deposited with a common depositary in London for Morgan
Guaranty Trust Corporation of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear") and Cedel S.A. ("Cedel") for credit to designated
accounts. On and after the date determined as provided in any such temporary
Global Security and described in the applicable Prospectus Supplement, but
within a reasonable time, each such temporary Global Security will be
exchangeable for definitive Bearer Securities, definitive Registered Securities
or all or a portion of a permanent global Bearer Security, or any combination
thereof, as specified in such Prospectus Supplement. No definitive Bearer
Security or permanent global Bearer Security delivered in exchange for a portion
of a temporary Global Security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange.
Additional information regarding restrictions on and special United States
federal income tax consequences relating to temporary Global Securities will be
set forth in the Prospectus Supplement relating thereto.
10
<PAGE>
PERMANENT GLOBAL SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent Global Security
may exchange such interests for Debt Securities of such series and of like tenor
and principal amount of any authorized form and denomination. Principal of and
any premium and interest on a permanent Global Security will be payable in the
manner described in the Prospectus Supplement relating thereto.
PAYMENTS AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payments
of principal of and premium, if any, and interest, if any, on Bearer Securities
will be payable in the currency designated in the Prospectus Supplement, subject
to any applicable laws and regulations, at such paying agencies outside the
United States as the Corporation may appoint from time to time. Unless otherwise
provided in the Prospectus Supplement, such payments may be made, at the option
of the Holder, by a check in the designated currency or by transfer to an
account in the designated currency maintained by the payee with a bank located
outside the United States. Unless otherwise indicated in the applicable
Prospectus Supplement, payment of interest on Bearer Securities on any Interest
Payment Date will be made only against surrender of the coupon relating to such
Interest Payment Date to a paying agent outside the United States. (SECTION
1001) No payment with respect to any Bearer Security will be made at any office
or paying agency maintained by the Corporation in the United States nor will any
such payment be made by transfer to an account, or by mail to an address, in the
United States. Notwithstanding the foregoing, payments of principal of and
premium, if any, and interest, if any, on Bearer Securities denominated and
payable in U.S. dollars will be made in U.S. dollars at an office or agency of,
and designated by, the Corporation located in the United States, if payment of
the full amount thereof in U.S. dollars at all paying agencies outside the
United States is illegal or effectively precluded by exchange controls or other
similar restrictions, and the Trustee receives an opinion of counsel that such
payment within the United States is legal. (SECTION 1002) As used in the
Prospectus, "United States" means the United States of America (including the
States and the District of Columbia) and its possessions.
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and premium, if any, and interest, if any, on a Registered
Security will be payable in the currency designated in the Prospectus
Supplement, and interest will be payable at the office of such paying agent or
paying agents as the Corporation may appoint from time to time, except that at
the option of the Corporation payment of any interest may be made by a check in
such currency mailed to the Holder at such Holder's registered address or by
wire transfer to an account in such currency designated by such Holder in
writing not less than ten days prior to the date of such payment. Unless
otherwise indicated in the applicable Prospectus Supplement, payment of any
installment of interest on a Registered Security will be made to the Person in
whose name such Registered Security is registered at the close of business on
the Regular Record Date for such payments. (SECTION 307) Unless otherwise
indicated in the applicable Prospectus Supplement, principal payable at maturity
will be paid to the registered holder upon surrender of the Registered Security
at the office of a duly appointed paying agent.
The paying agents outside the United States initially appointed by the
Corporation for a series of Debt Securities will be named in the applicable
Prospectus Supplement. The Corporation may terminate the appointment of any of
the paying agents from time to time, except that the Corporation will maintain
at least one paying agent outside the United States so long as any Bearer
Securities are outstanding where Bearer Securities may be presented for payment
and may be surrendered for exchange, provided that so long as any series of Debt
Securities is listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Corporation will maintain a paying agent in London or Luxembourg or any other
required city located outside the United States, as the case may be, for such
series of Debt Securities. (SECTION 1002)
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<PAGE>
All moneys paid by the Corporation to a paying agent for the payment of
principal of or premium, if any, or interest, if any, on any Debt Security that
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will, at request of the Corporation,
be repaid to the Corporation, and the Holder of such Debt Security or any coupon
appertaining thereto will thereafter look only to the Corporation for payment
thereof. (SECTION 1003).
COVENANTS CONTAINED IN INDENTURES
The Senior Indenture provides that the Corporation will not, and will not
permit any Subsidiary to, sell or otherwise dispose of, or permit any Principal
Subsidiary Bank (defined as any Subsidiary Bank having total assets in excess of
10% of the total consolidated assets of the Corporation and its Subsidiaries) to
issue, shares of Capital Stock (defined as outstanding shares of stock of any
class), or securities convertible into Capital Stock, of any Principal
Subsidiary Bank, or any Subsidiary owning, directly or indirectly, in whole or
in part, Capital Stock of a Principal Subsidiary Bank, with the following
exceptions: (i) sales of directors' qualifying shares; (ii) sales or other
dispositions for fair market value if, after giving effect to such disposition
and to the issuance of any shares issuable upon conversion or exchange of
securities convertible or exchangeable into Capital Stock, the Corporation would
own directly or indirectly through Subsidiaries not less than 80% of the shares
of each class of Capital Stock of such Principal Subsidiary Bank; (iii) sales or
other dispositions or issuances made in compliance with an order or direction of
a court or regulatory authority of competent jurisdiction; or (iv) sales of
Capital Stock by any Principal Subsidiary Bank to its stockholders where the
sale does not reduce the percentage of shares of the same class owned by the
Corporation. (SECTION 1005 OF THE SENIOR INDENTURE) At the date hereof, the only
Subsidiary Banks which are Principal Subsidiary Banks are Norwest Bank
Minnesota, National Association and Norwest Bank Iowa, National Association.
The Subordinated Indenture does not contain the foregoing covenant.
The Corporation is not restricted by the Indentures from incurring, assuming
or becoming liable for any type of debt or other obligations, from creating
liens on its property for any purpose or from paying dividends or making
distributions on its capital stock or purchasing or redeeming its capital stock.
The Indentures do not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. In addition, the Indentures do not
contain any provision which would require the Corporation to repurchase or
redeem or otherwise modify the terms of any of its Debt Securities upon a change
in control or other events involving the Corporation which may adversely affect
the creditworthiness of the Debt Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Corporation may not consolidate with or merge with or into, or transfer
or lease its assets substantially as an entirety to, any Person unless (i) the
successor Person is a corporation organized and validly existing under the laws
of a domestic jurisdiction and expressly assumes the Corporation's obligations
on the Debt Securities and under the applicable Indenture; and (ii) after giving
effect to the transaction no Event of Default, and no event which, after notice
or lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing. (SECTION 801)
MODIFICATION AND WAIVER
Except as to certain modifications and amendments not adverse to Holders of
Debt Securities, modifications and amendments of and waivers of compliance with
certain restrictive provisions under each Indenture may be made only with the
consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Debt Securities of each series thereunder affected by such
modification, amendment or waiver; provided that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security or coupon affected thereby, (i) change the Stated Maturity of the
principal or any installment of principal or any installment of interest, if
any; (ii) reduce the amount of principal or interest thereon, or any premium
payable upon redemption or repayment thereof or in the case of an Original Issue
Discount Security the amount of principal payable upon acceleration of the
Maturity thereof; (iii) change the place of payment or the currency in which
principal or interest is payable, if any; (iv) impair the right to
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<PAGE>
institute suit for the enforcement of any payment of the principal, premium, if
any, and interest, if any, or adversely affect the right of repayment, if any,
at the option of the Holder; (v) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the applicable Indenture or for waiver
of compliance with certain provisions of the applicable Indenture or for waiver
of certain defaults; (vi) reduce the requirements contained in the applicable
Indenture for quorum or voting; (vii) in the case of Subordinated Securities
convertible into Common Stock, impair any right to convert such Subordinated
Securities; or (viii) modify any of the above provisions. (SECTION 902)
Each Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series issued thereunder if Debt Securities of that series
are issuable in whole or in part as Bearer Securities. (SECTION 1401 OF THE
SENIOR INDENTURE, SECTION 1601 OF THE SUBORDINATED INDENTURE) A meeting may be
called at any time by the Trustee for such Debt Securities, or upon the request
of the Corporation or the Holders of at least 10% in principal amount of the
Outstanding Debt Securities of such series, in any such case upon notice given
in accordance with the Indenture with respect thereto. (SECTION 1402 OF THE
SENIOR INDENTURE, SECTION 1602 OF THE SUBORDINATED INDENTURE) Except as limited
by the proviso in the preceding paragraph, any resolution presented at a meeting
or adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series; provided, however, that, except as
limited by the proviso in the preceding paragraph, any resolution with respect
to any consent or waiver which may be given by the Holders of not less than
66 2/3% in principal amount of the Outstanding Debt Securities of a series
issued under an Indenture may be adopted at a meeting or an adjourned meeting at
which a quorum is present only by the affirmative vote of the Holders of 66 2/3%
in principal amount of such Outstanding Debt Securities of that series; and
provided, further, that, except as limited by the proviso in the preceding
paragraph, any resolution with respect to any demand, consent, waiver or other
action which may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Debt Securities of a series issued under an Indenture may be adopted
at a meeting or adjourned meeting at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Debt Securities of that series. (SECTION 1404 OF THE SENIOR
INDENTURE, SECTION 1604 OF THE SUBORDINATED INDENTURE)
Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the applicable Indenture
with respect thereto will be binding on all Holders of Debt Securities of that
series and the related coupons issued under that Indenture. The quorum at any
meeting of Holders of a series of Debt Securities called to adopt a resolution,
and at any reconvened meeting, will be persons holding or representing a
majority in principal amount of the Outstanding Debt Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the Holders of not less
than 66 2/3% in principal amount of the Outstanding Debt Securities of a series,
the Persons holding or representing 66 2/3% in principal amount of the
Outstanding Debt Securities of such series issued under that Indenture will
constitute a quorum. (SECTION 1404 OF THE SENIOR INDENTURE, SECTION 1604 OF THE
SUBORDINATED INDENTURE)
EVENTS OF DEFAULT
Unless otherwise provided in the applicable Prospectus Supplement, any
series of Senior Securities issued under the Senior Indenture will provide that
the following shall constitute Events of Default with respect to such series:
(i) default in payment of principal of or premium, if any, on any Senior
Security of such series when due; (ii) default for 30 days in payment of
interest, if any, on any Senior Security of such series or related coupon, if
any, when due; (iii) default in the deposit of any sinking fund payment on any
Senior Security of such series when due; (iv) default in the performance of
certain covenants contained in such Indenture; (v) default in the performance of
any other covenant in such Indenture, continued for 90 days after written notice
thereof by the Trustee thereunder or the Holders of at least 25% in principal
amount of the Outstanding Senior Securities of such series issued under that
Indenture; and (vi) certain events of bankruptcy, insolvency or reorganization
of the Corporation. (SECTION 501 OF THE SENIOR INDENTURE)
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Unless otherwise provided in the applicable Prospectus Supplement, any
series of Subordinated Securities issued under the Subordinated Indenture will
provide that the only Event of Default will be certain events of bankruptcy of
the Corporation. (SECTION 501 OF THE SUBORDINATED INDENTURE) Unless specifically
stated in the applicable Prospectus Supplement for a particular series of
Subordinated Securities, there is no right of acceleration of the payment of
principal of the Subordinated Securities upon a default in the payment of
principal, premium, if any, or interest, if any, or in the performance of any
covenant or agreement in the Subordinated Securities or Subordinated Indenture.
In the event of a default in the payment of principal, premium, if any, or
interest, if any, or the performance of any covenant or agreement in the
Subordinated Securities or Subordinated Indenture, the Trustee, subject to
certain limitations and conditions, may institute judicial proceedings to
enforce payment of such principal, premium, if any, or interest, if any, or to
obtain the performance of such covenant or agreement or any other proper remedy.
(SECTION 503 OF THE SUBORDINATED INDENTURE)
The Corporation is required to file with each Trustee annually an Officers'
Certificate concerning the absence of certain defaults under the terms of the
Indentures. (SECTION 1007 OF THE SENIOR INDENTURE, SECTION 1004 OF THE
SUBORDINATED INDENTURE) Each Indenture provides that if an Event of Default
specified therein shall occur and be continuing, either the Trustee thereunder
or the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series issued under that Indenture may declare the principal
of all such Debt Securities (or in the case of Original Issue Discount
Securities, such portion of the principal amount thereof as may be specified in
the terms thereof) to be due and payable. (SECTION 502) In certain cases, the
Holders of a majority in principal amount of the Outstanding Debt Securities of
any series may, on behalf of the Holders of all Debt Securities of any such
series and any related coupons, waive any past default or Event of Default
except a default (i) in payment of the principal of or premium, if any, or
interest, if any, on any of the Debt Securities of such series and (ii) in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the Holder of each Outstanding Debt Security of
such series or coupon affected. (SECTION 513)
Each Indenture contains a provision entitling the Trustee thereunder,
subject to the duty of such Trustee during default to act with the required
standard of care, to be indemnified by the Holders of the Debt Securities of any
series thereunder or any related coupons before proceeding to exercise any right
or power under such Indenture with respect to such series at the request of such
Holders. (SECTION 603) Each Indenture provides that no Holder of any Debt
Securities of any series thereunder or any related coupons may institute any
proceeding, judicial or otherwise, to enforce such Indenture except in the case
of failure of the Trustee thereunder, for 60 days, to act after it is given
notice of default, a request to enforce such Indenture by the Holders of not
less than 25% in aggregate principal amount of the Outstanding Debt Securities
of such series and an offer of reasonable indemnity. (SECTION 507) This
provision will not prevent any Holder of Debt Securities or any related coupons
from enforcing payment of the principal thereof and premium, if any, and
interest, if any, thereon at the respective due dates thereof. (SECTION 508) The
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series issued under an Indenture may direct the time, method
and place of conducting any proceedings for any remedy available to the Trustee
for such Debt Securities or exercising any trust or power conferred on it with
respect to the Debt Securities of such series. However, such Trustee may refuse
to follow any direction that conflicts with law or the Indenture under which it
serves or which would be unjustly prejudicial to Holders not joining therein.
(SECTION 512)
Each Indenture provides that the Trustee thereunder will give to the Holders
of Debt Securities notice of a default if not cured or waived, but, except in
the case of a default in the payment of principal of or premium, if any, or
interest, if any, on any Debt Securities of such series or any related coupons
or in the payment of any sinking fund installment with respect to Debt
Securities of such series or in the exchange of Capital Securities for Debt
Securities of such series, the Trustee for such Debt Securities shall be
protected in withholding such notice if it determines in good faith that the
withholding of such notice is in the interest of the Holders of such Debt
Securities. (SECTION 602)
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DEFEASANCE AND DISCHARGE
The Corporation may be discharged from any and all obligations in respect of
the Debt Securities of any series (except for certain obligations relating to
temporary Debt Securities and exchange of Debt Securities, registration of
transfer or exchange of Debt Securities of such series, replacement of stolen,
lost or mutilated Debt Securities of such series, maintenance of paying
agencies, to hold monies for payment in trust and payment of additional amounts,
if any, required in consequence of United States withholding taxes imposed on
payments to non-U.S. persons) upon the deposit with the Trustee, in trust, of
money and/or, to the extent such Debt Securities are denominated and payable in
U.S. dollars only, Eligible Instruments which through the payment of interest
and principal in respect thereof in accordance with their terms will provide
money in an amount sufficient to pay the principal of (and premium, if any),
each installment of interest on, and any mandatory sinking fund or analogous
payments on, the Debt Securities of such series on the Stated Maturity of such
payments in accordance with the terms of the applicable Indenture and the Debt
Securities of such series. Such a trust may be established only if, among other
things, (a) the Corporation has delivered to the Trustee an Opinion of Counsel
to the effect that (i) the Corporation has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
the applicable lndenture there has been a change in applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debt Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge, and will be subject to federal income
tax on the same amounts and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred;
and (b) the Debt Securities of such series, if then listed on any domestic or
foreign securities exchange, will not be delisted as a result of such deposit,
defeasance and discharge. (SECTION 403) In the event of any such defeasance and
discharge of Debt Securities of such series, Holders of Debt Securities of such
series would be able to look only to such trust fund for payment of principal of
and any premium and any interest on their Debt Securities until Maturity.
The Corporation may terminate certain of its obligations under each
Indenture with respect to the Debt Securities of any series thereunder,
including its obligations to comply with the covenants described under the
heading "Covenants Contained in lndentures" above, with respect to such Debt
Securities, on the terms and subject to the conditions contained in such
Indentures, by depositing in trust with the Trustee money and/or, to the extent
such Debt Securities are denominated and payable in U.S. dollars only, Eligible
Instruments which, through the payment of principal and interest in accordance
with their terms, will provide money in an amount sufficient to pay the
principal and premium, if any, and interest, if any, on such Debt Securities,
and any mandatory sinking fund, repayment or analogous payments thereon, on the
scheduled due dates therefor. Such deposit and termination is conditioned, among
other things, upon the Corporation's delivery of an opinion of counsel that the
Holders of such Debt Securities will have no federal income tax consequences as
a result of such deposit and termination. Such termination will not relieve the
Corporation of its obligation to pay when due the principal of or interest on
such Debt Securities if such Debt Securities of such series are not paid from
the money or Eligible Instruments held by the Trustee for the payment thereof.
(SECTION 1501 OF THE SENIOR INDENTURE, SECTION 1701 OF THE SUBORDINATED
INDENTURE) The applicable Prospectus Supplement may further describe the
provisions, if any, permitting or restricting such defeasance with respect to
the Debt Securities of a particular series. In the event the Corporation
exercises its option to omit compliance with the covenant described under
"Covenants Contained in Indentures" above with respect to the Debt Securities of
any series as described above and the Debt Securities of such series are
declared due and payable because of the occurrence of any Event of Default, then
the amount of money and Eligible Instruments on deposit with the Trustee will be
sufficient to pay amounts due on the Debt Securities of such series at the time
of their Stated Maturity but may not be sufficient to pay amounts due on the
Debt Securities of such series at the time of the acceleration resulting from
such Event of Default. The Corporation shall in any event remain liable for such
payments as provided in the applicable Indenture.
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SUBORDINATION
The Subordinated Securities shall be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Debt (as defined below) of the Corporation. In the event that the Corporation
shall default in the payment of any principal, premium, if any, or interest, if
any, on any Senior Debt when the same becomes due and payable, whether at
maturity or at a date fixed for prepayment or by declaration of acceleration or
otherwise, then, unless and until such default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-offs or otherwise) shall be made or agreed to be made for
principal, premium, if any, or interest, if any, on the Subordinated Securities,
or in respect of any redemption, repayment, retirement, purchase or other
acquisition of any of the Subordinated Securities. (SECTION 1801 OF THE
SUBORDINATED INDENTURE) "Senior Debt" means any obligation of the Corporation to
its creditors, whether now outstanding or subsequently incurred, other than (i)
any obligation as to which it is provided that such obligation is not Senior
Debt and (ii) the Subordinated Securities. (SECTION 101 OF THE SUBORDINATED
INDENTURE) As of June 30, 1994, the Corporation had approximately $4.024 billion
of Senior Debt outstanding.
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Corporation, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding up of the Corporation, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Corporation for the benefit of creditors or (iv) any
other marshalling of the assets of the Corporation, all Senior Debt (including
any interest thereon accruing after the commencement of any such proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made on account of the principal of or
interest on the Subordinated Securities. In such event, any payment or
distribution on account of the principal of or interest on the Subordinated
Securities, whether in cash, securities or other property (other than securities
of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Securities, to the payment of all Senior Debt at the time
outstanding, and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for the
subordination provisions) be payable or deliverable in respect of the
Subordinated Securities shall be paid or delivered directly to the holders of
Senior Debt in accordance with the priorities then existing among such holders
until all Senior Debt (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. (SECTION
1801 OF THE SUBORDINATED INDENTURE)
In the event of any such proceeding, after payment in full of all sums owing
with respect to Senior Debt, the Holders of Subordinated Securities, together
with the holders of any obligations of the Corporation ranking on a parity with
the Subordinated Securities, shall be entitled to be repaid from the remaining
assets of the Corporation the amounts at the time due and owing on account of
unpaid principal, premium, if any, and interest, if any, on the Subordinated
Securities and such other obligations before any payment or other distribution,
whether in cash, property or otherwise, shall be made on account of any capital
stock or obligations of the Corporation ranking junior to the Subordinated
Securities and such other obligations. If any payment or distribution on account
of the principal of or interest on the Subordinated Securities of any character
or any security, whether in cash, securities or other property (other than
securities of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
Subordinated Securities, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment) shall be received by any Holder of any
Subordinated Securities in contravention of any of the terms of the Subordinated
Indenture and before all the Senior Debt shall have been paid in full, such
payment or distribution or security shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Senior Debt at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all such Senior Debt in full.
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(SECTION 1801 OF THE SUBORDINATED INDENTURE) By reason of such subordination, in
the event of the insolvency of the Corporation, holders of Senior Debt may
receive more, ratably, and holders of the Subordinated Securities having a claim
pursuant to such securities may receive less, ratably, than the other creditors
of the Corporation. Such subordination will not prevent the occurrence of any
Event of Default in respect of the Subordinated Securities.
The Subordinated Indenture may be modified or amended as provided under
"Modification and Waiver" above, provided that no such modification or amendment
may, without the consent of the holders of all Senior Debt outstanding, modify
any of the provisions of the Subordinated Indenture relating to the
subordination of the Subordinated Securities and any related coupons in a manner
adverse to such holders. (SECTION 902 OF THE SUBORDINATED INDENTURE)
CONVERSION OF SUBORDINATED CONVERTIBLE SECURITIES
The Holders of Subordinated Securities of a specified series that are
convertible into Common Stock, Preferred Shares or Depositary Shares of the
Corporation ("Subordinated Convertible Securities") will be entitled at certain
times specified in the applicable Prospectus Supplement, subject to prior
redemption, repayment or repurchase, to convert any Subordinated Convertible
Securities of such series (in denominations set forth in the applicable
Prospectus Supplement) into Common Stock, Preferred Shares or Depositary Shares,
as the case may be, at the conversion price set forth in the applicable
Prospectus Supplement, subject to adjustment as described below and in the
applicable Prospectus Supplement. Except as described below, no adjustment will
be made on conversion of any Subordinated Convertible Securities for interest
accrued thereon or for dividends on any Common Stock, Preferred Shares or
Depositary Shares issued. (SECTION 1903 OF THE SUBORDINATED INDENTURE) If any
Subordinated Convertible Securities not called for redemption or submitted for
repayment are converted between a Regular Record Date for the payment of
interest and the next succeeding Interest Payment Date, such Subordinated
Convertible Securities must be accompanied by funds equal to the interest
payable on such succeeding Interest Payment Date on the principal amount so
converted. (SECTION 1903 OF THE SUBORDINATED INDENTURE) The Corporation is not
required to issue fractional shares of Common Stock upon conversion of
Subordinated Convertible Securities that are convertible into Common Stock and,
in lieu thereof, will pay a cash adjustment based upon the Closing Price (as
defined in the Subordinated Indenture) of the Common Stock on the last business
day prior to the date of conversion. (SECTION 1904 OF THE SUBORDINATED
INDENTURE) In the case of Subordinated Convertible Securities called for
redemption or submitted for repayment, conversion rights will expire at the
close of business on the redemption date or repayment date, as the case may be.
(SECTION 1902 OF THE SUBORDINATED INDENTURE)
Unless otherwise indicated in the applicable Prospectus Supplement, the
conversion price for Subordinated Convertible Securities that are convertible
into Common Stock is subject to adjustment under formulas set forth in the
Subordinated Indenture in certain events, including the issuance of the
Corporation's capital stock as a dividend or distribution on the Common Stock;
subdivisions and combinations of the Common Stock; the issuance to all holders
of Common Stock of certain rights or warrants entitling them to subscribe for or
purchase Common Stock within 45 days after the date fixed for the determination
of the stockholders entitled to receive such rights or warrants, at less than
the current market price (as defined in the Subordinated Indenture); and the
distribution to all holders of Common Stock of evidences of indebtedness or
assets of the Corporation (excluding certain cash dividends and distributions
described in the next paragraph) or rights or warrants (excluding those referred
to above). (SECTION 1906 OF THE SUBORDINATED INDENTURE) In the event that the
Corporation shall distribute any rights or warrants to acquire capital stock
("Capital Stock Rights") pursuant to which separate certificates representing
such Capital Stock Rights will be distributed subsequent to the initial
distribution of such Capital Stock Rights (whether or not such distribution
shall have occurred prior to the date of the issuance of a series of
Subordinated Convertible Securities), such subsequent distribution shall be
deemed to be the distribution of such Capital Stock Rights; provided that the
Corporation may, in lieu of making any adjustment in the conversion price upon a
distribution of separate certificates representing such Capital Stock Rights,
make proper provision so that each Holder of such a Subordinated Convertible
Security who converts such Subordinated Convertible
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Security (or any portion thereof) (a) before the record date for such
distribution of separate certificates shall be entitled to receive upon such
conversion shares of Common Stock issued with Capital Stock Rights and (b) after
such record date and prior to the expiration, redemption or termination of such
Capital Stock Rights shall be entitled to receive upon such conversion, in
addition to the shares of Common Stock issuable upon such conversion, the same
number of such Capital Stock Rights as would a holder of the number of shares of
Common Stock that such Subordinated Convertible Security so converted would have
entitled the holder thereof to acquire in accordance with the terms and
provisions applicable to the Capital Stock Rights if such Subordinated
Convertible Security were converted immediately prior to the record date for
such distribution. Common Stock owned by or held for the account of the
Corporation or any majority owned subsidiary shall not be deemed outstanding for
the purpose of any adjustment.
No adjustment in the conversion price of Subordinated Convertible Securities
that are convertible into Common Stock will be made for regular quarterly or
other periodic or recurring cash dividends or distributions or for cash
dividends or distributions to the extent paid from retained earnings. No
adjustment in the conversion price of Subordinated Convertible Securities that
are convertible into Common Stock will be required unless such adjustment would
require a change of at least 1% in the conversion price then in effect,
provided, that any such adjustment not so made will be carried forward and taken
into account in any subsequent adjustment; and provided further than any such
adjustment not so made shall be made no later than three years after the
occurrence of the event requiring such adjustment to be made or carried forward.
Notwithstanding any of the foregoing, the issuance of Common Stock under the
Norwest Corporation Dividend Reinvestment and Optional Cash Payment Plan shall
not require an adjustment to the conversion price of Subordinated Convertible
Securities that are convertible into Common Stock. The Corporation reserves the
right to make such reductions in the conversion price in addition to those
required in the foregoing provisions as the Corporation in its discretion shall
determine to be advisable in order that certain stock-related distributions
thereafter made by the Corporation to its stockholders shall not be taxable.
(SECTION 1906 OF THE SUBORDINATED INDENTURE) Except as stated above, the
conversion price will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock, or securities
carrying the right to purchase any of the foregoing.
In the case of (i) a reclassification or change of the Common Stock, (ii) a
consolidation or merger involving the Corporation or (iii) a sale or conveyance
to another corporation of the property and assets of the Corporation as an
entirety or substantially as an entirety, in each case as a result of which
holders of Common Stock shall be entitled to receive stock, securities, other
property or assets (including cash) with respect to, or in exchange for, such
Common Stock, the Holders of the Subordinated Convertible Securities then
outstanding that are convertible into Common Stock will be entitled thereafter
to convert such Subordinated Convertible Securities into the kind and amount of
shares of stock and other securities or property which they would have received
upon such reclassification, change, consolidation, merger, sale or conveyance
had such Subordinated Convertible Securities been converted into Common Stock
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. (SECTION 1907 OF THE SUBORDINATED INDENTURE)
In the event of a taxable distribution to holders of Common Stock (or other
transaction) which results in any adjustment of the conversion price of
Subordinated Convertible Securities that are convertible into Common Stock, the
Holders of such Subordinated Convertible Securities may, in certain
circumstances, be deemed to have received a distribution subject to United
States income tax as a dividend; in certain other circumstances, the absence of
such an adjustment may result in a taxable dividend to the holders of Common
Stock or such Subordinated Convertible Securities.
DESCRIPTION OF PREFERRED SHARES
The following description of the terms of the Preferred Shares sets forth
certain general terms and provisions of the Preferred Shares to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Shares offered by any Prospectus Supplement will be described in the
Prospectus
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Supplement relating to such series of the Preferred Shares. If so indicated in
the Prospectus Supplement, the terms of any such series may differ from the
terms set forth below. The description of certain provisions of the Preferred
Shares set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Certificate of Designations relating to each series of the Preferred Shares.
GENERAL
Pursuant to the Corporation's Restated Certificate of Incorporation, as
amended, the Board of Directors of the Corporation has the authority, without
further stockholder action, to issue from time to time a maximum of 5,000,000
shares of preferred stock, without par value, ("Preferred Stock") including
shares issued or reserved for issuance, in one or more series and with such
terms and at such times and for such consideration as the Board of Directors of
the Corporation may determine. The authority of the Board of Directors of the
Corporation includes the determination or fixing of the following with respect
to shares of any series thereof: (i) the number of shares and designation or
title thereof; (ii) rights as to dividends; (iii) whether and upon what terms
the shares are to be redeemable; (iv) the rights of the holders upon the
dissolution, or upon the distribution of assets, of the Corporation; (v) whether
and upon what terms the shares shall have a purchase, retirement or sinking
fund; (vi) whether and upon what terms the shares are to be convertible; (vii)
the voting rights, if any, which shall apply; and (viii) any other preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of such series. At June 30, 1994,
2,306,000 shares of Preferred Stock were outstanding. The Board of Directors has
authorized the issuance from time to time, on such terms and subject to such
conditions as may be approved by the Securities Committee thereof, of up to
1,143,600 additional shares of Preferred Stock in one or more series. In
addition, shares of Series B Preferred Stock and ESOP Preferred Stock (as
hereinafter defined) purchased, redeemed or converted by the Corporation shall
be retired and cancelled and restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and may thereafter
be issued.
As described under "DESCRIPTION OF DEPOSITARY SHARES," the Corporation may,
at its option, elect to offer depositary shares ("Depositary Shares") evidenced
by depositary receipts ("Depositary Receipts"), each representing a fractional
interest (to be specified in the Prospectus Supplement relating to the
particular series of the Preferred Shares) in a share of the particular series
of the Preferred Shares issued and deposited with a Depositary (as defined
below).
Under interpretations adopted by the Federal Reserve Board, if the holders
of any series of the Preferred Shares become entitled to vote for the election
of directors because dividends on such series are in arrears as described under
"Voting Rights" below, such series may then be deemed a "class of voting
securities" and a holder of 25% or more of such series (or a holder of 5% or
more if it otherwise exercises a "controlling influence" over the Corporation)
may then be subject to regulation as a bank holding company in accordance with
the BHCA. In addition, at such time as such series is deemed a class of voting
securities, any other bank holding company may be required to obtain the prior
approval of the Federal Reserve Board to acquire 5% or more of such series, and
any person other than a bank holding company may be required to obtain the prior
approval of the Federal Reserve Board to acquire 10% or more of such series.
The Preferred Shares shall have the dividend, liquidation, redemption,
voting and conversion rights set forth below unless otherwise provided in the
Prospectus Supplement relating to a particular series of the Preferred Shares.
Reference is made to the Prospectus Supplement relating to the particular series
of the Preferred Shares offered thereby for specific terms, including (i) the
title, stated value and liquidation preference of such Preferred Shares and the
number of shares offered; (ii) the initial public offering price at which such
Preferred Shares will be issued; (iii) the dividend rate or rates (or method of
calculation), the dividend periods, the dates on which dividends shall be
payable and whether such dividends shall be cumulative or noncumulative and, if
cumulative, the dates from which dividends shall commence to cumulate; (iv) any
redemption or sinking fund provisions; (v) any conversion provisions; (vi)
whether the
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Corporation has elected to offer Depositary Shares as described under
"DESCRIPTION OF DEPOSITARY SHARES"; and (vii) any additional dividend,
liquidation, redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions.
The Preferred Shares will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement relating to a particular
series of the Preferred Shares, each series of the Preferred Shares will rank on
a parity in all respects with the outstanding shares of the Corporation's
Preferred Stock described below and each other series of the Preferred Shares
and will rank senior to the Corporation's Series A Junior Participating
Preferred Stock described below. The Preferred Shares will have no preemptive
rights to subscribe for any additional securities which may be issued by the
Corporation. Unless otherwise specified in the applicable Prospectus Supplement,
Norwest Bank Minnesota, National Association will be the transfer agent and
registrar for the Preferred Shares and any Depositary Shares.
DIVIDENDS
The holders of the Preferred Shares of each series will be entitled to
receive, when, as and if declared by the Board of Directors of the Corporation
or a duly authorized committee thereof, out of funds legally available therefor,
cash dividends at such rates and on such dates as will be set forth in the
Prospectus Supplement relating to such series. Such rates may be fixed or
variable or both. If variable, the formula used for determining the dividend
rate for each dividend period will be set forth in the Prospectus Supplement.
Dividends will be payable to the holders of record as they appear on the stock
books of the Corporation on such record dates as will be fixed by the Board of
Directors of the Corporation or a duly authorized committee thereof.
Dividends on any series of the Preferred Shares may be cumulative or
noncumulative, as provided in the applicable Prospectus Supplement. If the Board
of Directors of the Corporation fails to declare a dividend payable on a
dividend payment date on any series of the Preferred Shares for which dividends
are noncumulative ("Noncumulative Preferred Shares"), then the holders of such
series of the Preferred Shares will have no right to receive a dividend in
respect of the dividend period ending on such dividend payment date, and the
Corporation will have no obligation to pay the dividend accrued for such period,
whether or not dividends on such series are declared payable on any future
dividend payment dates.
No full dividends will be declared or paid or set apart for payment on any
stock of the Corporation ranking, as to dividends, on a parity with or junior to
the Preferred Shares for any period unless full dividends on the Preferred
Shares of each series (including any accumulated dividends) have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment. When dividends are not paid in full
upon any series of Preferred Shares and any other Preferred Stock ranking on a
parity as to dividends with the Preferred Shares, all dividends declared or made
upon Preferred Shares of each series and any other Preferred Stock ranking on a
parity as to dividends with the Preferred Shares shall be declared pro rata so
that the amount of dividends declared per share on Preferred Shares of each
series and such other Preferred Stock shall in all cases bear to each other the
same ratio that accrued dividends per share (which, in the case of Noncumulative
Preferred Shares, shall not include any accumulation in respect of unpaid
dividends for prior dividend periods) on shares of each series of the Preferred
Shares and such other Preferred Stock bear to each other. Except as provided in
the preceding sentence, no dividend (other than dividends or distributions paid
in shares of, or options, warrants or rights to subscribe for or purchase shares
of, Common Stock or any other stock of the Corporation ranking junior to the
Preferred Shares as to dividends and upon liquidation) shall be declared or paid
or set aside for payment or other distribution declared or made upon the Common
Stock or any other stock of the Corporation ranking junior to or on a parity
with the Preferred Shares as to dividends or upon liquidation, nor shall any
Common Stock nor any other stock of the Corporation ranking junior to or on a
parity with the Preferred Shares as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Corporation (except by conversion into or exchange for
stock of the Corporation ranking junior to the Preferred Shares as to dividends
and upon liquidation) unless, in each
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case, the full dividends on each series of the Preferred Shares shall have been
paid or declared and set aside for payment. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments on
any series of the Preferred Shares which may be in arrears.
REDEMPTION
A series of the Preferred Shares may be redeemable, in whole or in part, at
the option of the Corporation, and may be subject to mandatory redemption
pursuant to a sinking fund or otherwise, in each case upon terms, at the times
and at the redemption prices set forth in the Prospectus Supplement relating to
such series. Preferred Shares redeemed by the Corporation will be restored to
the status of authorized but unissued shares of Preferred Stock.
The Prospectus Supplement relating to a series of the Preferred Shares which
is subject to mandatory redemption will specify the number of shares of such
series of the Preferred Shares which shall be redeemed by the Corporation in
each year commencing after a date to be specified, at a redemption price per
share to be specified, together with an amount equal to all accrued and unpaid
dividends thereon to the date of redemption. The redemption price may be payable
in cash or other property, as specified in the Prospectus Supplement relating to
such series of the Preferred Shares. If the redemption price is payable only
from the net proceeds of the issuance of capital stock of the Corporation, the
terms of such series may provide that, if no such capital stock shall have been
issued or to the extent the net proceeds from any issuance are insufficient to
pay in full the aggregate redemption price then due, the applicable shares of
such series of the Preferred Shares shall automatically and mandatorily be
converted into shares of the applicable capital stock of the Corporation
pursuant to conversion provisions specified in the Prospectus Supplement
relating to such series of the Preferred Shares.
If fewer than all of the outstanding shares of any series of the Preferred
Shares are to be redeemed, the number of shares to be redeemed will be
determined by the Board of Directors of the Corporation and such shares shall be
redeemed pro rata from the holders of record of such shares in proportion to the
number of such shares held by such holders (with adjustments to avoid redemption
of fractional shares).
Notwithstanding the foregoing, if any dividends, including any accumulation,
on Preferred Shares of any series are in arrears, no Preferred Shares of such
series shall be redeemed unless all outstanding Preferred Shares of such series
are simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire any Preferred Shares of such series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of Preferred Shares of
such series pursuant to a purchase or exchange offer provided such offer is made
on the same terms to all holders of such series of the Preferred Shares.
Notice of redemption shall be given by mailing the same to each record
holder of the shares to be redeemed, not less than 40 nor more than 70 days
prior to the date fixed for redemption thereof, to the respective addresses of
such holders as the same shall appear on the stock books of the Corporation.
Each such notice shall state (i) the redemption date; (ii) the number of shares
and series of the Preferred Shares to be redeemed; (iii) the redemption price;
(iv) the place or places where certificates for such Preferred Shares are to be
surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
date upon which the holder's conversion rights as to such shares, if any, shall
terminate. If fewer than all shares of any series of the Preferred Shares held
by any holder are to be redeemed, the notice mailed to such holder shall also
specify the number of shares to be redeemed from such holder.
If notice of redemption has been given, from and after the redemption date
for the shares of the series of the Preferred Shares called for redemption
(unless default shall be made by the Corporation in providing money for the
payment of the redemption price of the shares so called for redemption),
dividends on the Preferred Shares so called for redemption shall cease to accrue
and such shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except the right to
receive the redemption price) shall cease. Upon surrender in accordance with
such notice of the certificates
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representing any shares so redeemed (properly endorsed or assigned for transfer,
if the Board of Directors of the Corporation shall so require and the notice
shall so state), the redemption price set forth above shall be paid out of funds
provided by the Corporation. If fewer than all of the shares represented by any
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares without cost to the holder thereof.
CONVERSION
The Prospectus Supplement relating to a series of the Preferred Shares which
is convertible will state the terms on which shares of that series are
convertible into shares of Common Stock or another series of Preferred Stock.
RIGHTS UPON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of shares of each series of the
Preferred Shares and any other Preferred Stock ranking on a parity with such
series of Preferred Shares upon liquidation will be entitled to receive out of
the assets of the Corporation available for distribution to stockholders, before
any distribution of assets is made to holders of the Common Stock or any other
class or series of stock of the Corporation ranking junior to such series of the
Preferred Shares upon liquidation, liquidation distributions in the amount set
forth in the Prospectus Supplement relating to such series of the Preferred
Shares plus an amount equal to the sum of all accrued and unpaid dividends
(whether or not earned or declared) for the then current dividend period and, if
such series of the Preferred Shares is cumulative, for all dividend periods
prior thereto. Neither the sale of all or substantially all of the property and
assets of the Corporation, nor the merger or consolidation of the Corporation
into or with any other corporation nor the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up. If, upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation
available for distribution to the holders of the Preferred Shares of any series
and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with such series of the Preferred Shares shall be
insufficient to pay in full all amounts to which such holders are entitled, no
such distribution shall be made on account of any shares of any other series of
the Preferred Shares or other securities of the Corporation ranking as to any
such distribution on a parity with the Preferred Shares of such series upon such
dissolution, liquidation or winding up unless proportionate distributive amounts
shall be paid on account of the Preferred Shares of such series, ratably, in
proportion to the full distributive amounts for which holders of all such parity
shares are respectively entitled upon such dissolution, liquidation or winding
up. After payment of the full amount of the liquidation distribution to which
they are entitled, the holders of such series of the Preferred Shares will have
no right or claim to any of the remaining assets of the Corporation.
VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement relating to a
particular series of the Preferred Shares, or except as expressly required by
applicable law, the holders of the Preferred Shares will not be entitled to
vote. In the event the Corporation issues shares of a series of the Preferred
Shares, unless otherwise indicated in the Prospectus Supplement relating to such
series, each share will be entitled to one vote on matters on which holders of
such series are entitled to vote. However, as more fully described under
"DESCRIPTION OF DEPOSITARY SHARES," if the Corporation elects to provide for the
issuance of Depositary Shares representing fractional interests in a share of
such series of the Preferred Shares, the holders of each such Depositary Share
will, in effect, be entitled through the Depositary to such fraction of a vote,
rather than a full vote. In the case of any series of Preferred Shares having
one vote per share on matters on which holders of such series are entitled to
vote, the voting power of such series, on matters on which holders of such
series and holders of any other series of Preferred Shares or another series of
Preferred Stock are entitled to vote as a single class, will depend on the
number of shares in such series, not the aggregate stated value, liquidation
preference or initial offering price of the shares of such series of the
Preferred Shares.
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Whenever dividends on any series of the Preferred Shares shall be in arrears
for such number of dividend periods which shall in the aggregate contain not
less than 540 days, the holders of shares of the Preferred Shares of such series
(voting separately as a class with holders of shares of any one or more other
series of Preferred Stock ranking on a parity with the Preferred Shares either
as to dividends or the distribution of assets upon liquidation, dissolution or
winding up and upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of two additional
directors on the terms set forth below and until all past dividends accumulated
on Preferred Shares of such series shall have been paid in full. Each holder of
Preferred Shares of such series will have one vote for each share of stock held
and each other series will have such number of votes, if any, for each share of
stock held as may be granted to them. In such case, the Board of Directors will
be increased by two directors, and the holders of the Preferred Shares of such
series (either alone or together with the holders of shares of any one or more
other series of Preferred Stock ranking on such a parity) will have the
exclusive right as members of such class, as outlined above, to elect two
directors at the next annual meeting of stockholders.
So long as any Preferred Shares remain outstanding, the Corporation will
not, without the affirmative vote or consent of the holders of at least
two-thirds of the Preferred Shares of each series outstanding at the time
(voting separately as a class with all other series of Preferred Stock ranking
on a parity with the Preferred Shares of such series either as to dividends or
the distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are then exercisable), given in
person or by proxy, either in writing or at a meeting, (i) authorize, create or
issue, or increase the authorized or issued amount of, any class or series of
stock ranking prior to the Preferred Shares with respect to payment of dividends
or the distribution of assets on liquidation, dissolution or winding up, or (ii)
amend, alter or repeal, whether by merger, consolidation or otherwise, the
provisions of the Corporation's Restated Certificate of Incorporation, as
amended, or of the resolutions contained in a Certificate of Designations for
any series of the Preferred Shares designating such series of the Preferred
Shares and the preferences and relative, participating, optional or other
special rights and qualifications, limitations and restrictions thereof, so as
to materially and adversely affect any right, preference, privilege or voting
power of the Preferred Shares or the holders thereof; provided, however, that
any increase in the amount of the authorized Preferred Stock or the creation and
issuance of other series of Preferred Stock, or any increase in the amount of
authorized Preferred Shares of any series, in each case ranking on a parity with
or junior to the Preferred Shares with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up will not
be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.
The holders of 10.24% Preferred Stock, Series B Preferred Stock and ESOP
Preferred Stock described under "Outstanding Preferred Stock" below have voting
rights similar to those described in this section.
OUTSTANDING PREFERRED STOCK
The Preferred Shares will rank on a parity in all respects with the
outstanding Preferred Stock of the Corporation. The Common Stock of the
Corporation, including the Common Stock that may be issued upon conversion of
the Preferred Shares or in exchange for, or upon conversion of, Subordinated
Securities, will be subject to any prior rights of the Preferred Stock then
outstanding. Therefore, the rights of the outstanding Preferred Stock, described
below, and any other Preferred Stock that may be subsequently issued, may limit
the rights of the holders of the Preferred Shares, Perpetual Preferred Shares
and Common Stock of the Corporation. At June 30, 1994, the Corporation had
outstanding 1,127,125 shares of 10.24% Cumulative Preferred Stock (the "10.24%
Preferred Stock"), 1,143,750 shares of Cumulative Convertible Preferred Stock,
Series B (the "Series B Preferred Stock") and 35,125 shares of ESOP Cumulative
Convertible Preferred Stock (the "ESOP Preferred Stock").
10.24% PREFERRED STOCK. The 10.24% Preferred Stock has a stated value of
$100.00 per share. The 10.24% Preferred Stock provides for cumulative quarterly
dividends at the rate of 10.24% per annum
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calculated as a percentage of the stated value. The 10.24% Preferred Stock is
subject to redemption, in whole or in part, at the option of the Corporation on
and after January 1, 1996, at $ 100.00 per share, plus accrued and unpaid
dividends.
In the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the holders of 10.24% Preferred Stock are entitled to
receive out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets is made to holders of the
Corporation's Common Stock, $100.00 per share, plus accrued and unpaid
dividends. Except as required by law, the holders of 10.24% Preferred Stock are
not entitled to vote, except under the limited circumstances described in
"Voting Rights" above. The 10.24% Preferred Stock is not convertible into shares
of other capital stock, does not have preemptive rights and is not subject to
any sinking fund or other obligation of the Corporation to repurchase or retire
the 10.24% Preferred Stock.
SERIES B PREFERRED STOCK. The Series B Preferred Stock has a stated value
of $200.00 per share. The Series B Preferred Stock provides for cumulative
quarterly dividends at the rate of 7% per annum calculated as a percentage of
the stated value. The Series B Preferred Stock is subject to redemption, in
whole or in part, at the option of the Corporation at $217.15 per share
beginning September 1, 1995, at decreasing prices thereafter through August 31,
2001, and at $200.00 per share thereafter, in each case plus accrued and unpaid
dividends.
The Series B Preferred Stock is convertible, at any time, unless previously
redeemed, into the Corporation's Common Stock at a conversion rate of 10.97093
shares of Common Stock for each share of Series B Preferred Stock (equivalent to
a conversion price of $18.23 per share of Common Stock). The conversion rate is
subject to certain antidilution provisions.
In the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the holders of Series B Preferred Stock are entitled to
receive out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets is made to holders of the
Corporation's Common Stock, $200.00 per share, plus accrued and unpaid
dividends. Except as required by law, the holders of Series B Preferred Stock
are not entitled to vote, except under the limited circumstances described in
"Voting Rights" above. The Series B Preferred Stock does not have preemptive
rights and is not subject to any sinking fund or other obligation of the
Corporation to repurchase or retire the Series B Preferred Stock.
ESOP PREFERRED STOCK. The ESOP Preferred Stock has a stated value of
$1,000.00 per share. The ESOP Preferred Stock provides for cumulative quarterly
dividends at the rate of 9% per annum calculated as a percentage of stated
value. All outstanding shares of ESOP Preferred Stock are held of record by a
trustee acting on behalf of the Norwest Corporation Savings--Investment Plan and
Master Savings Trust, or any successor to such plan (the "Plan"). The ESOP
Preferred Stock is subject to redemption, in whole or in part, at the option of
the Corporation at a price equal to the higher of (i) $1,000.00 per share, plus
accrued and unpaid dividends thereon to the date fixed for redemption, and (ii)
the Fair Market Value (as defined in the Certificate of Designations for the
ESOP Preferred Stock) per share of ESOP Preferred Stock on the date fixed for
redemption.
The ESOP Preferred Stock is mandatorily convertible, without any further
action on the part of the Corporation or the holder thereof, into the
Corporation's Common Stock at the then applicable Conversion Price (as defined
in the Certificate of Designations for the ESOP Preferred Stock) when (i) the
ESOP Preferred Stock is released from the unallocated reserve of the Plan in
accordance with the terms thereof, or (ii) when record ownership of the shares
of ESOP Preferred Stock is transferred to any person other than a successor
trustee under the Plan. In addition, a holder of ESOP Preferred Stock is
entitled, at any time prior to the date fixed for redemption, to convert shares
of ESOP Preferred Stock held by such holder into shares of the Corporation's
Common Stock at the then applicable Conversion Price.
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In the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the holders of ESOP Preferred Stock are entitled to
receive out of the assets of the Corporation available for distribution to
stockholders, before any distribution of assets is made to holders of the
Corporation's Common Stock, $1,000.00 per share, plus accrued and unpaid
dividends. Except as required by law, the holders of ESOP Preferred Stock are
not entitled to vote, except und er the limited circumstances described in
"Voting Rights" above. The ESOP Preferred Stock does not have preemptive rights
and is not subject to any sinking fund or other obligation of the Corporation to
repurchase or redeem the ESOP Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts does not purport to be complete and is subject to
and qualified in its entirety by reference to the Deposit Agreement and
Depositary Receipts relating to each series of the Preferred Shares which will
be filed with the Commission at or prior to the time of the offering of such
series of the Preferred Shares.
GENERAL
The Corporation may, at its option, elect to offer fractional interests in
Preferred Shares, rather than full Preferred Shares. In the event such option is
exercised, the Corporation will provide for the issuance by a Depositary to the
public of Depositary Receipts evidencing Depositary Shares, each of which will
represent a fractional interest (to be set forth in the Prospectus Supplement
relating to a particular series of the Preferred Shares) in a share of a
particular series of the Preferred Shares as described below.
The shares of any series of the Preferred Shares underlying the Depositary
Shares will be deposited under a separate deposit agreement (the "Deposit
Agreement") between the Corporation and a bank or trust company selected by the
Corporation having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000 (the "Depositary"). The
Prospectus Supplement relating to a series of Depositary Shares will set forth
the name and address of the Depositary. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fractional interest in a Preferred Share underlying such
Depositary Share, to all the rights and preferences of the Preferred Shares
underlying such Depositary Share (including dividend, voting, redemption,
conversion and liquidation rights).
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of the Corporation, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Corporation's expense.
Upon surrender of the Depositary Receipts at the principal office of the
Depositary in Minneapolis, Minnesota (unless the related Depositary Shares have
previously been called for redemption), the owner of the Depositary Shares
evidenced thereby is entitled to delivery at such office, to or upon his order,
of the number of Preferred Shares and any money or other property represented by
such Depositary Shares. Partial Preferred Shares will not be issued. If the
Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
whole Preferred Shares to be withdrawn, the Depositary will deliver to such
holder at the same time a new Depositary Receipt evidencing such excess number
of Depositary Shares. Holders of Preferred Shares thus withdrawn will not
thereafter be entitled to deposit such shares under the Deposit Agreement or to
receive Depositary Shares therefor. The Corporation does not expect that there
will be any public trading market for the Preferred Shares except as represented
by the Depositary Shares.
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DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Shares to the record holders
of Depositary Shares relating to such Preferred Shares in proportion to the
numbers of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributed shall be added to and treated as
part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
the Corporation, sell such property and distribute the net proceeds from such
sale to such holders.
The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by the Corporation to holders
of the Preferred Shares shall be made available to holders of Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Shares underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Shares held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such series
of the Preferred Shares. Whenever the Corporation redeems Preferred Shares held
by the Depositary, the Depositary will redeem as of the same redemption date the
number of Depositary Shares relating to the Preferred Shares so redeemed. If
less than all the Depositary Shares are to be redeemed, the Depositary Shares to
be redeemed will be selected by lot or pro rata as may be determined by the
Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
VOTING THE PREFERRED SHARES
Upon receipt of notice of any meeting at which the holders of the Preferred
Shares are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Shares
relating to such Preferred Shares. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Shares) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the number of shares of Preferred Shares
underlying such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the number of Preferred Shares underlying such
Depositary Shares in accordance with such instructions, and the Corporation will
agree to take all action which may be deemed necessary by the Depositary in
order to enable the Depositary to do so. The Depositary will abstain from voting
Preferred Shares to the extent it does not receive specific instructions from
the holders of Depositary Shares relating to such Preferred Shares.
TAXATION
Owners of Depositary Shares will be treated for federal income tax purposes
as if they were owners of the Preferred Shares represented by such Depositary
Shares and, accordingly, will be entitled to take into
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account for federal income tax purposes income and deductions to which they
would be entitled if they were holders of such Preferred Shares. In addition,
(i) no gain or loss will be recognized for federal income tax purposes upon the
withdrawal of Preferred Shares in exchange for Depositary Shares as provided in
the Deposit Agreement, (ii) the tax basis of each Preferred Share to an
exchanging owner of Depositary Shares will, upon such exchange, be the same as
the aggregate tax basis of the Depositary Shares exchanged therefor, and (iii)
the holding period for the Preferred Shares in the hands of an exchanging owner
of Depositary Shares who held such Depositary Shares as a capital asset at the
time of the exchange thereof for Preferred Shares will include the period during
which such person owned such Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between the Corporation and the Depositary. However, any amendment which
materially and adversely alters the rights of the existing holders of Depositary
Shares will not be effective unless such amendment has been approved by the
record holders of at least a majority of the Depositary Shares then outstanding.
A Deposit Agreement may be terminated by the Corporation or the Depositary only
if (i) all outstanding Depositary Shares relating thereto have been redeemed or
(ii) there has been a final distribution in respect of the Preferred Shares of
the relevant series in connection with any liquidation, dissolution or winding
up of the Corporation and such distribution has been distributed to the holders
of the related Depositary Shares.
CHARGES OF DEPOSITARY
The Corporation will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. The
Corporation will pay charges of the Depositary in connection with the initial
deposit of the Preferred Shares and any redemption of the Preferred Shares.
Holders of Depositary Shares will pay other transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Shares all reports
and communications from the Corporation which are delivered to the Depositary
and which the Corporation is required to furnish to the holders of the Preferred
Shares.
Neither the Depositary nor the Corporation will be liable if it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Corporation and
the Depositary under the Deposit Agreement will be limited to performance in
good faith of their duties thereunder and they will not be obligated to
prosecute or defend any legal proceeding in respect of any Depositary Shares or
Preferred Shares unless satisfactory indemnity is furnished. They may rely upon
written advice of counsel or accountants, or information provided by persons
presenting Preferred Shares for deposit, holders of Depositary Shares or other
persons believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to the Corporation
notice of its election to do so, and the Corporation may at any time remove the
Depositary, any such resignation or removal to take effect upon the appointment
of a successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
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DESCRIPTION OF COMMON STOCK
GENERAL
The Board of Directors of the Corporation is authorized to issue a maximum
of 500,000,000 shares of Common Stock. As of June 30, 1994, 323,084,474 shares
of Common Stock were issued, of which 315,457,227 were outstanding and 7,627,247
were held as treasury shares. Subject to any prior rights of any Preferred Stock
then outstanding, holders of the Common Stock are entitled to receive such
dividends as are declared by the Board of Directors of the Corporation out of
funds legally available therefor. For information concerning legal limitations
on the ability of the Corporation's banking subsidiaries to supply funds to the
Corporation, see "CERTAIN REGULATORY MATTERS." Subject to the rights, if any, of
any Preferred Stock then outstanding, all voting rights are vested in the
holders of Common Stock, each share being entitled to one vote. Subject to any
prior rights of any such Preferred Stock, in the event of liquidation,
dissolution or winding up of the Corporation, holders of shares of Common Stock
are entitled to receive pro rata any assets distributable to stockholders in
respect of shares held by them. Holders of shares of Common Stock do not have
any preemptive right to subscribe for any additional securities which may be
issued by the Corporation. The outstanding shares of Common Stock are fully paid
and nonassessable. The transfer agent and registrar for the Common Stock is
Norwest Bank Minnesota, National Association. Each share of Common Stock also
includes a right to purchase certain Preferred Stock. See "Rights Agreement"
below.
RIGHTS AGREEMENT
Each share of the Corporation's Common Stock, including those that may be
issued hereunder, is accompanied by one preferred share purchase right (a
"Right"). Once exercisable, each Right entitles the registered holder to
purchase one four-hundredth of a share of the Corporation's Series A Junior
Participating Preferred Stock, without par value (the "Series A Preferred
Stock"). Until a Right is exercised, the holder of a Right, as such, will have
no rights as a stockholder of the Corporation including, without limitation, the
right to vote or receive dividends. The description and terms of the Rights are
set forth in the Rights Agreement, dated as of November 22, 1988, between the
Corporation and Citibank, N.A., as Rights Agent.
The Rights trade automatically with shares of Common Stock and become
exercisable only under the circumstances described below. The Rights are
designed to protect the interests of the Corporation and its stockholders
against coercive takeover tactics. The purpose of the Rights is to encourage
potential acquirors to negotiate with the Corporation's Board of Directors prior
to attempting a takeover and to give the Board leverage in negotiating on behalf
of all stockholders the terms of any proposed takeover. The Rights may, but are
not intended to, deter takeover proposals.
Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will rank junior to all other series of the Corporation's Preferred Stock,
including the Preferred Shares, and will not be redeemable. Each share of Series
A Preferred Stock will, subject to the rights of senior securities of the
Corporation, including outstanding Preferred Shares, if any, be entitled to a
preferential cumulative quarterly dividend payment equal to the greater of $1.00
per share or, subject to certain adjustments, 400 times the dividend declared
per share of Common Stock. Upon the liquidation of the Corporation, the holders
of the Series A Preferred Stock will, subject to the rights of such senior
securities, be entitled to a preferential liquidation payment equal to the
greater of $400 per share plus all accrued and unpaid dividends or 400 times the
payment made per share of Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series A Preferred Stock will, subject to the rights of
such senior securities, be entitled to receive 400 times the amount received per
share of Common Stock. These rights of the Series A Preferred Stock are
protected by customary antidilution provisions. Each share of Series A Preferred
Stock will have 400 votes, voting together with the Common Stock.
The purchase price for each one one-hundredth of a share of Series A
Preferred Stock is $175.00. The purchase price is subject to adjustment upon the
occurrence of certain events, including stock dividends on
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the Series A Preferred Stock or issuance of warrants for, or securities
convertible on certain terms into, shares of Series A Preferred Stock. The
number of Rights outstanding and the number of shares of Series A Preferred
Stock issuable upon the exercise of the Rights are subject to adjustment in the
event of a stock split of, or a stock dividend on, Common Stock.
The Rights will become exercisable only if a person or group acquires or
announces an offer to acquire 25% or more of the outstanding shares of Common
Stock. This triggering percentage may be reduced to no less than 15% by the
Board of Directors prior to the time the Rights become exercisable. The Rights
have certain additional features that will be triggered upon the occurrence of
specified events:
1. If a person or group acquires at least the triggering percentage of
Common Stock, the Rights permit holders of the Rights, other than such
person or group, to acquire Common Stock at 50% of market value. However,
this feature will not apply if a person or group which owns less than the
triggering percentage acquires at least 85% of the outstanding shares of
Common Stock pursuant to a cash tender offer for 100% of the outstanding
Common Stock.
2. After a person or group acquires at least the triggering percentage
and before the acquiror owns 50% of the outstanding shares of Common Stock,
the Board of Directors may exchange each Right, other than Rights owned by
such acquiror, for one share of Common Stock or one four-hundredth of a
share of Series A Preferred Stock.
3. In the event of certain business combinations involving the
Corporation or the sale of 50% or more of the assets or earning power of the
Corporation, the Rights permit holders of the Rights to purchase the stock
of the acquiror at 50% of market value.
At any time prior to the acquisition by a person or group of the triggering
percentage or more of the outstanding shares of Common Stock, the Board of
Directors may redeem the Rights in whole, but not in part, at a price of $.0025
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise such Rights will terminate and the only
remaining right of the holders of Rights will be to receive the Redemption
Price.
The Rights will expire on November 23, 1998, unless extended or earlier
redeemed by the Corporation. Generally, the terms of the Rights may be amended
by the Board of Directors without the consent of the holders of the Rights.
DESCRIPTION OF SECURITIES WARRANTS
The Corporation may issue Securities Warrants for the purchase of Debt
Securities, Preferred Shares, Depositary Shares or Common Stock. Securities
Warrants may be issued independently or together with Debt Securities, Preferred
Shares or Depositary Shares offered by any Prospectus Supplement and may be
attached to or separate from such Debt Securities, Preferred Shares or
Depositary Shares. Each series of Securities Warrants will be issued under a
separate warrant agreement (a "Securities Warrant Agreement") to be entered into
between the Corporation and a bank or trust company, as Securities Warrant
Agent, all as set forth in the Prospectus Supplement relating to the particular
issue of offered Securities Warrants. The Securities Warrant Agent will act
solely as an agent of the Corporation in connection with the Securities Warrant
Certificates and will not assume any obligation or relationship of agency or
trust for or with any holders of Securities Warrant Certificates or beneficial
owners of Securities Warrants. Copies of the forms of Securities Warrant
Agreements, including the forms of Securities Warrant Certificates representing
the Securities Warrants, are filed as exhibits to the Registration Statement to
which this Prospectus pertains. The following summaries of certain provisions of
the forms of Securities Warrant Agreements and Securities Warrant Certificates
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Securities Warrant
Agreements and the Securities Warrant Certificates.
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GENERAL
If Securities Warrants are offered, the applicable Prospectus Supplement
will describe the terms of such Securities Warrants, including, in the case of
Securities Warrants for the purchase of Debt Securities, the following where
applicable: (i) the offering price; (ii) the currencies in which such Securities
Warrants are being offered; (iii) the designation, aggregate principal amount,
currencies, denominations and terms of the series of Debt Securities purchasable
upon exercise of such Securities Warrants; (iv) the designation and terms of any
series of Debt Securities, Preferred Shares or Depositary Shares with which such
Securities Warrants are being offered and the number of such Securities Warrants
being offered with each such Debt Security, Preferred Share or Depositary Share;
(v) the date on and after which such Securities Warrants and the related series
of Debt Securities, Preferred Shares or Depositary Shares will be transferable
separately; (vi) the principal amount of the series of Debt Securities
purchasable upon exercise of each such Securities Warrant and the price at which
and currencies in which such principal amount of Debt Securities of such series
may be purchased upon such exercise; (vii) the date on which the right to
exercise such Securities Warrants shall commence and the date (the "Expiration
Date") on which such right shall expire; (viii) whether the Securities Warrants
will be issued in registered or bearer form; (ix) United States federal income
tax consequences; and (x) any other terms of such Securities Warrants.
In the case of Securities Warrants for the purchase of Preferred Shares,
Depositary Shares or Common Stock, the applicable Prospectus Supplement will
describe the terms of such Securities Warrants, including the following where
applicable: (i) the offering price; (ii) the aggregate number of shares
purchasable upon exercise of such Securities Warrants and, in the case of
Securities Warrants for Preferred Shares or Depositary Shares, the designation,
aggregate number and terms of the series of Preferred Shares purchasable upon
exercise of such Securities Warrants or underlying the Depositary Shares
purchasable upon exercise of such Securities Warrants; (iii) the designation and
terms of the series of Debt Securities, Preferred Shares or Depositary Shares
with which such Securities Warrants are being offered and the number of such
Securities Warrants being offered with each such Debt Security, Preferred Share
or Depositary Share; (iv) the date on and after which such Securities Warrants
and the related series of Debt Securities, Preferred Shares or Depositary Shares
will be transferable separately; (v) the number of Preferred Shares, Depositary
Shares or shares of Common Stock purchasable upon exercise of each such
Securities Warrant and the price at which such number of Preferred Shares or
Depositary Shares of such series or shares of Common Stock may be purchased upon
each exercise; (vi) the date on which the right to exercise such Securities
Warrants shall commence and the Expiration Date; (vii) United States federal
income tax consequences; and (viii) any other terms of such Securities Warrants.
Securities Warrants for the purchase of Preferred Shares, Depositary Shares or
Common Stock will be offered and exercisable for U.S. dollars only and will be
in registered form only.
Securities Warrant Certificates may be exchanged for new Securities Warrant
Certificates of different denominations, may (if in registered form) be
presented for registration of transfer and may be exercised at the corporate
trust office of the Securities Warrant Agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrant to purchase Debt Securities, holders of such Securities Warrants will
not have any of the rights of Holders of the Debt Securities purchasable upon
such exercise, including the right to receive payments of principal of, premium,
if any, or interest, if any, on the Debt Securities purchasable upon such
exercise or to enforce covenants in the applicable indenture. Prior to the
exercise of any Securities Warrants to purchase Preferred Shares, Depositary
Shares or Common Stock, holders of such Securities Warrants will not have any
rights of holders of the Preferred Shares, Depositary Shares or Common Stock
purchasable upon such exercise, including the right to receive payments of
dividends, if any, on the Preferred Shares, Depositary Shares or Common Stock
purchasable upon such exercise or to exercise any applicable right to vote.
EXERCISE OF SECURITIES WARRANTS
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or number of Preferred Shares, Depositary
Shares or shares of Common Stock, as the case may
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be, at such exercise price as shall in each case be set forth in, or calculable
from, the Prospectus Supplement relating to the offered Securities Warrants.
After the close of business on the Expiration Date (or such later date to which
such Expiration Date may be extended by the Corporation), unexercised Securities
Warrants will become void.
Securities Warrants may be exercised by delivering to the Securities Warrant
Agent payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Debt Securities, Preferred Shares, Depositary Shares or
Common Stock, as the case may be, purchasable upon such exercise together with
certain information set forth on the reverse side of the Securities Warrant
Certificate. Securities Warrants will be deemed to have been exercised upon
receipt of payment of the exercise price, subject to the receipt, within five
business days, of the Securities Warrant Certificate evidencing such Securities
Warrants. Upon receipt of such payment and the Securities Warrant Certificate
properly completed and duly executed at the corporate trust office of the
Securities Warrant Agent or any other office indicated in the applicable
Prospectus Supplement, the Corporation will, as soon as practicable, issue and
deliver the Debt Securities, Preferred Shares, Depositary Shares or Common
Stock, as the case may be, purchasable upon such exercise. If fewer than all of
the Securities Warrants represented by such Securities Warrant Certificate are
exercised, a new Securities Warrant Certificate will be issued for the remaining
amount of Securities Warrants.
AMENDMENTS AND SUPPLEMENTS TO SECURITIES WARRANT AGREEMENTS
The Securities Warrant Agreements may be amended or supplemented without the
consent of the holders of the Securities Warrants issued thereunder to effect
changes that are not inconsistent with the provisions of the Securities Warrants
and that do not adversely affect the interests of the holders of the Securities
Warrants.
COMMON STOCK WARRANT ADJUSTMENTS
Unless otherwise indicated in the applicable Prospectus Supplement, the
exercise price of, and the number of shares of Common Stock covered by, a Common
Stock Warrant are subject to adjustment in certain events, including (i) the
issuance of capital stock as a dividend or distribution on the Common Stock;
(ii) subdivisions and combinations of the Common Stock; (iii) the issuance to
all holders of Common Stock of certain rights or warrants entitling them to
subscribe for or purchase Common Stock within 45 days after the date fixed for
the determination of the stockholders entitled to receive such rights or
warrants, at less than the current market price (as defined in the Warrant
Agreement for such series of Common Stock Warrants); (iv) the distribution to
all holders of Common Stock of evidences of indebtedness or assets of the
Corporation (excluding certain cash dividends and distributions described below)
or rights or warrants (excluding those referred to above). In the event that the
Corporation shall distribute any rights or warrants to acquire capital stock
pursuant to clause (iv) above (the "Capital Stock Rights"), pursuant to which
separate certificates representing such Capital Stock Rights will be distributed
subsequent to the initial distribution of such Capital Stock Rights (whether or
not such distribution shall have occurred prior to the date of the issuance of a
series of Common Stock Warrants), such subsequent distribution shall be deemed
to be the distribution of such Capital Stock Rights; provided that the
Corporation may, in lieu of making any adjustment in the exercise price of and
the number of shares of Common Stock covered by a Common Stock Warrant upon a
distribution of separate certificates representing such Capital Stock Rights,
make proper provision so that each holder of such a Common Stock Warrant who
exercises such Common Stock Warrant (or any portion thereof) (a) before the
record date for such distribution of separate certificates shall be entitled to
receive upon such exercise shares of Common Stock issued with Capital Stock
Rights and (b) after such record date and prior to the expiration, redemption or
termination of such Capital Stock Rights shall be entitled to receive upon such
exercise, in addition to the shares of Common Stock issuable upon such exercise,
the same number of such Capital Stock Rights as would a holder of the number of
shares of Common Stock that such Common Stock Warrant so exercised would have
entitled the holder thereof to acquire in accordance with the terms and
provisions applicable to the Capital Stock Rights if such Common
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Stock Warrant was exercised immediately prior to the record date for such
distribution. Common Stock owned by or held for the account of the Corporation
or any majority owned subsidiary shall not be deemed outstanding for the purpose
of any adjustment.
No adjustment in the exercise price of and the number of shares of Common
Stock covered by a Common Stock Warrant will be made for regular quarterly or
other periodic or recurring cash dividends or distributions or for cash
dividends or distributions to the extent paid from retained earnings. No
adjustment will be required unless such adjustment would require a change of at
least 1% in the exercise price then in effect; provided that any such adjustment
not so made will be carried forward and taken into account in any subsequent
adjustment; and provided further that any such adjustment not so made shall be
made no later than three years after the occurrence of the event requiring such
adjustment to be made or carried forward. Except as stated above, the exercise
price of and the number of shares of Common Stock covered by a Common Stock
Warrant will not be adjusted for the issuance of Common Stock or any securities
convertible into or exchangeable for Common Stock, or securities carrying the
right to purchase any of the foregoing.
In the case of (i) a reclassification or change of the Common Stock, (ii) a
consolidation or merger involving the Corporation or (iii) a sale or conveyance
to another corporation of the property and assets of the Corporation as an
entirety or substantially as an entirety, in each case as a result of which
holders of the Corporation's Common Stock shall be entitled to receive stock,
securities, other property or assets (including cash) with respect to or in
exchange for such Common Stock, the holders of the Common Stock Warrants then
outstanding will be entitled thereafter to convert such Common Stock Warrants
into the kind and amount of shares of stock and other securities or property
which they would have received upon such reclassification, change,
consolidation, merger, sale or conveyance had such Common Stock Warrants been
exercised immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance.
PLAN OF DISTRIBUTION
The Corporation may offer and sell the Offered Securities in any of three
ways: (i) through agents (including certain affiliates of the Corporation), (ii)
through underwriters or dealers (including certain affiliates of the
Corporation), or (iii) directly to one or more purchasers. The Prospectus
Supplement with respect to any of the Offered Securities will set forth the
terms of the offering of such Offered Securities, including the name or names of
any underwriters or agents, the purchase price of such Offered Securities, the
proceeds to the Corporation from such sale, any underwriting discounts or agency
fees and other items constituting underwriters' or agents' compensation, the
initial public offering price, any discounts or concessions allowed or reallowed
or paid to dealers, and any securities exchanges on which such Offered
Securities may be listed.
The distribution of the Offered Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
The Corporation may also issue the Debt Securities to one or more persons in
exchange for outstanding debt securities of the Corporation acquired by such
persons from third parties in open market or privately negotiated transactions.
The newly issued Debt Securities may be offered pursuant to this Prospectus and
the applicable Prospectus Supplement by such persons, acting as principal for
their own accounts, at market prices prevailing at the time of sale, at prices
otherwise negotiated or at fixed prices. Unless otherwise indicated in the
applicable Prospectus Supplement, the Corporation will receive only outstanding
debt securities and will not receive cash proceeds in connection with the
exchange and resale. Any resale may be effected by the selling party to or
through underwriters or dealers, and such underwriters or dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from such selling party for whom they may act as agent. Such selling party, if a
broker-dealer, may receive commissions from purchasers of Debt Securities for
whom it may act as agent. Any discounts, concessions or commissions
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received by the selling party, if a broker-dealer, or received by any other
underwriters or dealers participating in the distribution of Debt Securities,
and any profit on the resale of Debt Securities by any of them, may be deemed to
be underwriting discounts and commissions under the Securities Act. The
Corporation may agree to indemnify the selling party and any other underwriters
or dealers from certain civil liabilities, including liabilities under the
Securities Act. The applicable Prospectus Supplement will set forth the terms
under which Debt Securities will be issued in exchange for outstanding debt
securities of the Corporation, the name of the party that will acquire such Debt
Securities for resale, as principal for its own account, the terms of resale by
such selling party, the names of any other underwriters or dealers participating
in the distribution of such Debt Securities and material arrangements, if any,
entered into between the selling party and such other underwriters or dealers.
If any expenses of the selling party in connection with the distribution of the
Debt Securities are reimbursed by the Corporation, such reimbursement
arrangement will be set forth in the applicable Prospectus Supplement.
If so indicated in the Prospectus Supplement relating to any Offered
Securities, the Corporation will authorize underwriters, dealers and agents to
solicit offers by certain specified institutions to purchase such Offered
Securities from the Corporation at the public offering price set forth in such
Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in such Prospectus Supplement, and
such Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Corporation, to indemnification by the Corporation against certain
civil liabilities, including liabilities under the Securities Act, or to
contributions with respect to payments which the underwriters or agents may be
required to make in respect thereof. Underwriters and agents, and affiliates
thereof, may be customers of, engage in transactions with, or perform services
for the Corporation and its affiliates in the ordinary course of business.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as Bearer Securities will agree that, in
connection with the original issuance of such Bearer Securities, it will not
offer, sell or deliver, directly or indirectly, Bearer Securities to a United
States person or to any person within the United States, except to the extent
permitted under United States Treasury regulations.
All Offered Securities will be new issues of securities with no established
trading market. Any underwriters to whom Offered Securities are sold by the
Corporation for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given concerning the liquidity of the trading market for any Offered Securities.
Norwest Investment Services Inc. ("NISI"), a wholly-owned subsidiary of the
Corporation, may assist in the placement of certain Offered Securities. Any such
placement will be pursuant to the terms of an agreement (a "Brokerage
Agreement") between the Corporation and NISI, whereby NISI will be acting as
agent for certain of its existing customers. Any such placement of Offered
Securities will be made in compliance with Schedule E to the By-Laws of the
National Association of Securities Dealers, Inc. Any such Brokerage Agreement
will authorize NISI to contact existing customers which are financial
institutions or sophisticated investors to inform them of the availability of
the Offered Securities and the terms on which the Offered Securities may be
purchased. NISI will forward any orders for the Offered Securities to the
Corporation for acceptance, and the Corporation will pay NISI a commission at
the same rate as the commissions paid to other agents placing Offered
Securities. As part of such arrangement, it is anticipated that the Corporation
will agree to indemnify NISI against and contribute towards certain liabilities,
including liabilities under the Securities Act.
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VALIDITY OF SECURITIES
The validity of the Offered Securities will be passed upon for the
Corporation by Stanley S. Stroup, Executive Vice President and General Counsel
of the Corporation. As of June 30, 1994, Mr. Stroup was the beneficial owner of
108,083 shares of the Corporation's Common Stock and had options to acquire
215,931 additional shares. Certain tax matters will be passed upon for the
Corporation by Faegre & Benson, 2200 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402. Faegre & Benson and certain members of the firm
are indebted to and have other banking and trust relationships with certain
affiliated banks of the Corporation. Members of Faegre & Benson and members of
their families owned an aggregate of 55,224 shares of the Corporation's Common
Stock and 200 shares of the Corporation's Preferred Stock.
EXPERTS
The consolidated financial statements of Norwest 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
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
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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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and the State of Minnesota, on the
8th day of November, 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 Amendment
No. 1 to Registration Statement has been signed on the 8th day of November,
1994, by the following persons in the capacities indicated:
<TABLE>
<C> <S>
/s/ RICHARD M. KOVACEVICH
- ------------------------------------------- PRESIDENT AND CHIEF EXECUTIVE OFFICER
Richard M. Kovacevich (PRINCIPAL EXECUTIVE OFFICER)
/s/ JOHN T. THORNTON
- ------------------------------------------- EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
John T. Thornton OFFICER (PRINCIPAL FINANCIAL OFFICER)
/s/ MICHAEL A. GRAF
- ------------------------------------------- SENIOR VICE PRESIDENT AND CONTROLLER
Michael A. Graf (PRINCIPAL ACCOUNTING OFFICER)
</TABLE>
DAVID A. CHRISTENSEN
GERALD J. FORD
PIERSON M. GRIEVE
CHARLES M. HARPER
N. BERNE HART
WILLIAM A. HODDER
GEORGE C. HOWE
LLOYD P. JOHNSON
A majority of the
REATHA CLARK KING Board of Directors*
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 himself and on behalf of each of the other above-named
directors pursuant to powers of attorney duly executed by such other persons.
/s/ RICHARD M. KOVACEVICH
----------------------------------------
Richard M. Kovacevich, ATTORNEY-IN-FACT
II-1
