<PAGE>
Registration No. 033-54147
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
================================================================================
<PAGE>
PROSPECTUS
NORWEST CORPORATION
413,599 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 413,599
shares of Common Stock (par value $ 1 2/3) (the "Common Stock") of Norwest
Corporation (the "Corporation") held by stockholders (the "Selling
Stockholders") who received the shares in exchange for shares of Lindeberg
Financial Corporation, a bank holding company formed under the laws of the State
of Minnesota ("Lindeberg"), and Forest Lake State Bank, a banking corporation
formed under the laws of the State of Minnesota (the "Bank") in connection with
the acquisition of Lindeberg and the Bank on February 2, 1994. See "SELLING
STOCKHOLDERS." The Corporation will not receive any proceeds from the sale of
the shares of Common Stock covered by this Prospectus. The Corporation has
agreed to pay certain registration expenses in connection with this offering
(excluding brokerage commissions) estimated at approximately $25,500.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated February 2, 1994 as amended by
Amendment No. 1 dated as of July 28, 1994 among the Corporation and the Selling
Stockholders (collectively, the "Investment Agreement"). The Investment
Agreement requires, among other things, that any distribution of the shares
(defined as a "Transfer" in the Investment Agreement) to the public be made in
an "ordinary trading transaction." An "ordinary trading transaction" is defined
in the Investment Agreement as a sale of the shares on a nationally-recognized
securities exchange using the services of a broker-dealer registered in the
state where the Transfer is to occur, and without the use of special selling
efforts or methods. The Investment Agreement further prohibits any distribution
of the shares by means of an option or other derivative securities transaction,
whether or not effected on an option or other securities exchange. The
Investment Agreement also sets forth transfer requirements with respect to the
transfer of the shares of Common Stock offered hereby, including a requirement
that a Selling Stockholder provide to the Corporation prior notice of any
proposed transfer of the shares and in certain cases, an opinion of counsel.
Subject to the terms of the Investment Agreement. The distribution of the shares
by the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the New York Stock
Exchange or otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the New York Stock
Exchange, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Selling Stockholders may effect such transactions by selling shares to
or through broke-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from Selling
Stockholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). See "SELLING
STOCKHOLDERS--Investment Agreement" and "PLAN of DISTRIBUTION."
The Common Stock is traded on the New York Stock Exchange and on the
Chicago Stock Exchange under the symbol NOB. On August 18, 1994 the closing
price for the Common Stock on the New York Stock Exchange was $26.375 per
share.
As a bank holding company, the Corporation is subject to regulation under
various federal banking laws. See "CERTAIN REGULATORY MATTERS."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE CORPORATION'S COMMON
STOCK OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO
WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE OF THIS
PROSPECTUS.
________________________
THE SHARES OF THE CORPORATION'S COMMON STOCK OFFERED HEREBY
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
Prospectus dated ______________________, 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <S> <C>
Available Information............. 2 Selling Stockholders............... 9
Incorporation of Certain Documents Plan of Distribution............... 10
by Reference.................... 2 Description of Common Stock........ 10
The Corporation................... 4 Legal Opinion...................... 10
Certain Regulatory Matters........ 4 Experts............................ 11
</TABLE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information concerning the Corporation can be
inspected and copied at the Commission's public reference room located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public
reference facilities in the Commission's regional offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates by writing to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information filed by the Corporation with the New York
Stock Exchange and the Chicago Stock Exchange may be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, and
at the offices of the Chicago Stock Exchange, One Financial Place, 440 South
LaSalle Street, Chicago, Illinois 60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the securities offered hereby which the Corporation has
filed with the Commission. Certain portions of the Registration Statement
have been omitted pursuant to the rules and regulations of the Commission.
Reference is hereby made to such omitted portions for further information with
respect to the Corporation and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO THE
CORPORATION, EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO LAUREL A. HOLSCHUH,
SECRETARY, NORWEST CORPORATION, NORWEST CENTER, SIXTH AND MARQUETTE,
MINNEAPOLIS, MINNESOTA 55479-1026, TELEPHONE (612) 667-8655.
The following documents filed with the Commission by the Corporation
(File No. 1-2979) are incorporated by reference in, and made a part of,
this Prospectus: (i) Annual Report on Form 10-K for the year ended December 31,
1993, as amended by Form 10-K/A dated May 13, 1994; (ii) Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1994, and June 30, 1994; and (iii)
Current Reports on Form 8-K dated February 15, 1994 and July 21, 1994.
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All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
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THE CORPORATION
Norwest Corporation (the "Corporation") is a regional bank holding
company which was organized under the laws of Delaware in 1929 and is
registered under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As a diversified financial services organization, the Corporation
operates through subsidiaries engaged in banking and in related businesses.
The Corporation provides retail, commercial, and corporate banking services to
its customers through banks located in Arizona, Colorado, Illinois, Indiana,
Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Ohio, South
Dakota, Texas, Wisconsin, and Wyoming. The Corporation provides additional
financial services to its customers through subsidiaries engaged in various
businesses, principally mortgage banking, consumer finance, equipment leasing,
agricultural finance, commercial finance, securities brokerage and investment
banking, insurance, computer and data processing services, trust services, and
venture capital investments.
At 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 March 31, 1994, the Corporation
was the 13th largest commercial banking organization in the United States.
The Corporation regularly explores opportunities for possible
acquisitions of financial institutions and related businesses. In connection
with many of its completed acquisitions, the Corporation has issued its
Common Stock to the shareholders of the acquired entities and can be expected
to continue to do so in the future. Generally, the Corporation does not
expect to make any public announcement about any acquisition opportunity until
a definitive agreement has been signed.
The Corporation's principal executive offices are located at Norwest
Center, Sixth and Marquette, Minneapolis, Minnesota 55479, and its telephone
number is (612) 667-1234. As used in this Prospectus, the term "the
Corporation" means the Corporation and its subsidiaries.
Additional information concerning the Corporation is included in the
Corporation's documents incorporated herein by reference. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY MATTERS
GENERAL
As a bank holding company, the Corporation is subject to the supervision
of the Federal Reserve Board. The Corporation's banking subsidiaries are
subject to supervision and examination by applicable federal and state banking
agencies. All of the Corporation's banking subsidiaries are insured, and
therefore are subject to regulation, by the FDIC. In addition to the impact
of regulation, commercial banks are affected significantly by the actions of
the Federal Reserve Board as it attempts to control the money supply and
credit availability in order to influence the economy.
The Corporation is a legal entity separate and distinct from its banking
and nonbanking subsidiaries. Accordingly, the right of the Corporation, and
thus the right of the Corporation's creditors, to participate in any
distribution of the assets or earnings of any subsidiary is necessarily
subject to the prior claims of creditors of such subsidiary, except to the
extent that claims of the Corporation in its capacity as a creditor
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may be recognized. The principal sources of the Corporation's revenues are
dividends and fees from its subsidiaries.
DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to the Corporation without regulatory
approval. The approval of the OCC is required for any dividend by a national
bank if the total of all dividends declared by the Bank in any calendar year
would exceed the total of its net profits, as defined by regulation, for that
year combined with its retained net profits for the preceding two years less
any required transfers to surplus or a fund for the retirement of any
preferred stock. In addition, a national bank may not pay a dividend in an
amount greater than its net profits then on hand after deducting its losses
and bad debts. For this purpose, bad debts are defined to include, generally,
loans which have matured and are in arrears with respect to interest by six
months or more, other than such loans which are well secured and in the
process of collection. Under these provisions the Corporation's national bank
subsidiaries could have declared, as of June 30, 1994, without obtaining
prior regulatory approval, aggregate dividends of at least $384.2 million. The
payment of dividends by any subsidiary bank may also be affected by other
factors, such as the maintenance of adequate capital by such subsidiary bank.
If, in the opinion of the applicable regulatory authority, a bank under
its jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could
include the payment of dividends), such authority may require, after notice
and hearing, that such bank cease and desist from such practice. The Federal
Reserve Board, the OCC, and the FDIC have issued policy statements which
provide that insured banks and bank holding companies should generally pay
dividends only out of current operating earnings.
HOLDING COMPANY STRUCTURE
The Corporation's banking subsidiaries are subject to restrictions under
federal law which limit the transfer of funds by the subsidiary banks to the
Corporation and its nonbanking subsidiaries, whether in the form of loans,
extensions of credit, investments, or asset purchases. Such transfers by any
subsidiary bank to the Corporation or any nonbanking subsidiary are limited in
amount to 10% of the bank's capital and surplus and, with respect to the
Corporation and all such nonbanking subsidiaries, to an aggregate of 20% of
such bank's capital and surplus. Furthermore, such loans and extensions of
credit are required to be secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. This support may be required at times when the Corporation
may not have the resources to provide it. Any capital loans by the
Corporation to any of the subsidiary banks are subordinate in right of payment
to deposits and to certain other indebtedness of such subsidiary bank. In
addition, the Crime Control Act of 1990 provides that in the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of
payment.
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A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC after
August 9, 1989, in connection with (i) the default of a commonly controlled
FDIC-insured depository institution or (ii) any assistance provided by the
FDIC to a commonly controlled FDIC-insured depository institution in danger of
default. "Default" is defined generally as the appointment of a conservator
or receiver and "in danger of default" is defined generally as the existence
of certain conditions indicating that a "default" is likely to occur in the
absence of regulatory assistance.
Federal law (12 U.S.C. (S)55) permits the OCC to order the pro rata
assessment of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed shareholder failing to pay the assessment. Similarly,
the laws of certain states provide for such assessment and sale with respect
to banks chartered by such states. The Corporation, as the sole shareholder
of certain of its subsidiary banks, is subject to such provisions.
CAPITAL REQUIREMENTS
In January 1989, the Federal Reserve Board issued final risk-based capital
guidelines for bank holding companies, such as the Corporation. The new
guidelines, which became effective December 31, 1990, were phased in over two
years. The minimum ratio of total capital to risk-adjusted assets (including
certain off-balance sheet items, such as stand-by letters of credit) is 8%.
At least half of the total capital is to be comprised of common equity,
retained earnings, and a limited amount of noncumulative perpetual preferred
stock ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of
hybrid capital instruments, perpetual debt, mandatory convertible debt
securities, a limited amount of subordinated debt, other preferred stock, and
a limited amount of loan and lease loss reserves. In addition, the Federal
Reserve Board approved in August 1990 final minimum "leverage ratio" (the
ratio of Tier 1 capital to quarterly average total assets) guidelines for bank
holding companies and state member banks. These guidelines provide for a
minimum leverage ratio of 3% for bank holding companies and state member banks
that meet certain specified criteria, including that they have the highest
regulatory rating. All other bank holding companies and state member banks
will be required to maintain a leverage ratio of 3% plus an additional cushion
of 100 to 200 basis points. The guidelines also provide that banking
organizations experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets.
Furthermore, the guidelines indicate that the Federal Reserve Board will
continue to consider a "tangible Tier 1 leverage ratio" in evaluating
proposals for expansion or new activities. The tangible Tier 1 leverage ratio
is the ratio of a banking organization's Tier 1 capital, less all intangibles,
to total assets, less all intangibles. Each of the Corporation's banking
subsidiaries is also subject to capital requirements adopted by applicable
regulatory agencies which are substantially similar to the foregoing. At
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.
The Federal Reserve Board has adopted changes to its risk-based and
leverage ratio requirements applicable to bank holding companies and state
chartered member banks that require that all intangibles,
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including core deposit intangibles, purchased mortgage servicing rights
("PMSRs"), and purchased credit card relationships ("PCCRs") be deducted from
Tier 1 capital. The changes, however, grandfather identifiable assets (other
than PMSRs and PCCRs) acquired on or before February 19, 1992, and permit the
inclusion of readily marketable PMSRs and PCCRs in Tier 1 capital to the
extent that (i) PMSRs and PCCRs do not exceed 50% of Tier 1 capital and (ii)
PCCRs do not exceed 25% of Tier 1 capital. For such purposes, PMSRs and PCCRs
each would be included in Tier 1 capital only up to the lesser of (i) 90% of
their fair market value (which must be determined quarterly) and (ii) 100% of
the remaining unamortized book value of such assets. The OCC has adopted
substantially similar regulations. In the opinion of management, the foregoing
changes have not had a material impact on the results of operations of the
Corporation.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revises
the bank regulatory and funding provisions of the Federal Deposit Insurance
Act and makes revisions to several other federal banking statutes.
Among other things, FDICIA requires the federal banking agencies to take
"prompt corrective action" in respect of depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." A
depository institution's capital tier will depend upon where its capital
levels are in relation to various relevant capital measures, which will
include a risk-based capital measure and a leverage ratio capital measure, and
certain other factors.
A depository institution is well capitalized if it significantly exceeds
the minimum level required by regulation for each relevant capital measure,
adequately capitalized if it meets each such measure, undercapitalized if it
fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure, and critically undercapitalized if it
fails to meet any critical capital level set forth in regulations. The
critical capital level must be a level of tangible equity equal to not less
than 2% of total assets and not more than 65% of the minimum leverage ratio to
be prescribed by regulation (except to the extent that 2% would be higher than
such 65% level). An institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if,
among other things, it receives an unsatisfactory examination rating.
Under regulations adopted pursuant to the foregoing provisions, for an
institution to be well capitalized it must have a Tier 1 risk-based capital
ratio of a least 6%, a total risk-based capital ratio of at least 10%, and a
leverage ratio of at least 5%, and not be subject to any specific capital
order or directive. For an institution to be adequately capitalized it must
have a Tier 1 risk-based capital ratio of at least 4%, a total risk-based
capital ratio of at least 8%, and a leverage ratio of a least 4% (and in some
cases 3%). As of June 30, 1994, all of the Corporation's banking
subsidiaries were well capitalized.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to a wide range of limitations on operations and activities, including
growth limitations, and are required to submit a capital restoration plan.
The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository
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institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the
parent holding company is limited to the lesser of (i) an amount equal to 5%
of the depository institution's total assets at the time it became
undercapitalized and (ii) the amount which is necessary (or would have been
necessary) to bring the institution into compliance with all capital standards
applicable with respect to such institution as of the time it fails to comply
with the plan. If a depository institution fails to submit an acceptable
plan, it is treated as if it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA directs that each federal banking agency prescribe standards for
depository institutions and depository institution holding companies relating
to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum
earnings sufficient to absorb losses, a minimum ratio of market value to book
value for publicly traded shares, and such other standards as the agency deems
appropriate. The FDIC, in consultation with the other federal banking
agencies, has adopted a final rule and guidelines with respect to external and
internal audit procedures and internal controls in order to implement those
provisions of FDICIA intended to facilitate the early identification of
problems in financial management of depository institutions. The FDIC has also
issued proposed rules prescribing standards relating to certain other of the
management and operational standards listed above. The full impact of such
standards on the Corporation cannot yet be ascertained.
FDICIA also contains a variety of other provisions that may affect the
operations of the Corporation, including new reporting requirements, revised
regulatory standards for real estate lending, "truth in savings" provisions,
and the requirement that a depository institution give 90 days' notice to
customers and regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through the mediation or
assistance of a "deposit broker," defined as a person engaged in the business
of placing, or facilitating the placement of deposits of third parties
deposits with insured depository institutions or with interest rates
significantly higher than prevailing market rates) unless (i) it is "well
capitalized" or (ii) it is "adequately capitalized" and receives a waiver from
the FDIC. A bank is defined to be well capitalized if it maintains a leverage
ratio of at least 5%, a ratio of Tier 1 capital to risk-adjusted assets of at
least 6%, and a ratio of total capital to risk-adjusted assets of at least
10%, and is not otherwise in a "troubled condition" as specified by the
appropriate federal regulatory agency. A bank is defined to be "adequately
capitalized" if it meets all of its minimum capital requirements. A bank that
cannot receive brokered deposits also cannot offer "pass-through" insurance on
certain employee benefit accounts, unless it provides certain notices to
affected depositors. In addition, a bank that is "adequately capitalized" and
that has received a waiver from the FDIC may accept, renew, or roll over a
brokered deposit but not pay an interest rate on any deposits in excess of 75
basis points over certain prevailing market rates. There are no such
restrictions on a bank that is "well capitalized." At 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") and the Savings Association Insurance Fund
("SAIF") increased as part of the adoption by the FDIC of a transitional risk-
based assessment system. In June 1993, the FDIC published final regulations
making the transitional system permanent effective January 1, 1994, but left
open the possibility that it may consider expanding the range between the
highest and lowest assessment rates at a later date. An
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institution's risk category is based upon whether the institution is well
capitalized, adequately capitalized, or less than adequately capitalized.
Each insured depository institution is also to be assigned to one of the
following "supervisory subgroups": Subgroup A, B, or C. Subgroup A
institutions are financially sound institutions with few minor weaknesses;
Subgroup B institutions are institutions that demonstrate weaknesses which, if
not corrected, could result in significant deterioration; and Subgroup C
institutions are institutions for which there is a substantial probability
that the FDIC will suffer a loss in connection with the institution unless
effective action is taken to correct the areas of weakness. Based on its
capital and supervisory subgroups, each BIF or SAIF member institution will be
assigned an annual FDIC assessment rate ranging from 0.23% per annum (for well
capitalized Subgroup A institutions) to 0.31% (or undercapitalized Subgroup C
institutions). Adequately capitalized institutions will be assigned
assessment rates ranging from 0.26% to 0.30%. The Corporation incurred $72.4
million of FDIC insurance expense in 1993. Because of decreases in the
reserves of the BIF and SAIF due to the increased number of bank failures in
recent years, it is possible the BIF and SAIF premiums will be further
increased and it is possible that there may be a special assessment. Any such
further increase or special assessment would also decrease net income, and a
special assessment could have a material adverse effect on the results of
operations of the Corporation.
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of the Corporation's Common Stock as of February 2, 1994
by each of the Selling Stockholders who may offer shares for sale by this
Prospectus (referred to herein individually as a "Selling Stockholder" and
collectively as the "Selling Stockholders").
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Offering
Name and to be Offered
---- -----------------------
<S> <C>
Larry R. Lindeberg 54,126
Mary Carol Lindeberg 166,053
Gregory Lindeberg 48,355
Laurie Fritzinger 48,355
Nicholas Lindeberg 48,355
Mark Lindeberg 48,355
</TABLE>
INVESTMENT AGREEMENT
In connection with the acquisition of Lindeberg and the Bank by the
Corporation, the Selling Stockholders entered into an Investment Agreement
dated as of February 2, 1994 with the Corporation pursuant to which the shares
offered and sold by the Selling Stockholders hereby were issued. The
Investment Agreement was amended by Amendment No. 1 thereto dated as of July
28, 1994. As used in this Prospectus, the term "Investment Agreement" means
such Investment Agreement, as amended. Under the terms of the Investment
Agreement, the Selling Stockholders jointly and severally agreed that they
would not directly or indirectly offer, sell, pledge or transfer or otherwise
dispose of (or solicit any offers to buy, purchase, or otherwise
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acquire or pledge of) any of the shares offered hereby except in compliance with
the Investment Agreement and the Securities Act of 1933 (the "Securities Act")
and rules and regulations promulgated thereunder.
The Investment Agreement provides, among other things, that any
distribution of the shares (defined as a "Transfer" in the Investment Agreement)
to the public be made in an "ordinary trading transaction." An "ordinary trading
transaction" is defined in the Investment Agreement as a sale of the shares on a
nationally-recognized securities exchange using the services of a broker-dealer
registered in the state where the Transfer is to occur, and without the use of
special selling efforts or methods. The Investment Agreement further prohibits a
distribution of the shares either to the public or in a transaction exempt from
registration under the Securities Act or applicable state securities law by
means of an option or other derivative securities transaction, whether or not
effected on an option or other securities exchange. The Investment Agreement
also contains a number of transfer requirements with respect to the shares
applicable for a period of two years after the issuance of the shares. Under
these requirements, each Selling Stockholder must provide three business days
notice to the Corporation of any proposed sale or other transfer of the shares
offered by the Selling Stockholders pursuant to this Prospectus. Following
receipt of this notice, the Corporation must notify the Selling Stockholder
proposing to make the transfer of shares either that the transfer may occur or
that it must be deferred. Any such transfer will be deferred either in order to
permit updating of this Prospectus or because the Corporation has provided the
Selling Stockholder a certificate stating that it would be detrimental to the
Corporation and its stockholders for the Selling Stockholder to immediately
proceed with the proposed transfer. If the Corporation provides such
certificate, the Corporation may defer any proposed transfer for one or more
successive 30 day periods. Notwithstanding this limitation, a Selling
Stockholder has the right to transfer the shares during a period commencing on
the third business day after each date on which the Corporation releases for
publication, by press release or otherwise, quarterly or annual summary
statements of earnings and ending on the twelfth business day following such
date, provided that the Selling Stockholder has first given the Corporation
notice as described above and the Corporation has not exercised its right to
defer such transfer by delivering the officer's certificate described above. If
a proposed transfer of the shares is to be effected other than by a sale or
offer to sell the shares pursuant to this Prospectus, as for example, in a
transaction not involving a public offering, the notice from the Selling
Stockholder must describe the proposed transfer and be accompanied by an opinion
of experienced securities counsel acceptable to the Corporation with respect to
the transfer's compliance with applicable federal and state securities law
registration and other requirements. In addition, the Investment Agreement
requires the Selling Stockholder to furnish certain documentation to the
transfer agent of the Corporation's Common Stock as a condition to completing
the transfer.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
At the time of the acquisition of Lindeberg and the Bank by the Corporation
in February 1994, Larry R. Lindeberg, Mary Carol Lindeberg, and Gregory
Lindeberg, all of whom are Selling Stockholders, each served as a director of
Lindeberg and the Bank (now merged into Norwest Bank Minnesota, N.A. ("Norwest
Bank Minnesota")) and Larry R. Lindeberg served as the President of both
Lindeberg and the Bank. In addition, Gregory Lindeberg served as an Assistant
Vice President of the Bank. Upon consummation of the acquisition of Lindeberg
and the Bank by the Corporation, Larry R. Lindeberg entered into an Employment
Agreement with the Bank having a term expiring on December 31, 1994 (subject to
earlier termination in certain circumstances) pursuant to which Mr. Lindeberg
would make himself available for consulting services for the Bank comparable to
those consulting services he performed for the Bank in 1993. Gregory Lindeberg
also entered into an Employment Agreement with the Bank dated February 2, 1994
having a term of 18 months (subject to earlier termination in certain
circumstances) pursuant to which he was employed to perform duties as a Norwest
business banker and such other duties as may be agreed to by the Bank and Mr.
Lindeberg from time to time.
In addition, certain of the Selling Stockholders, each have outstanding
loans with Norwest Bank Minnesota, on which $1.08 million in aggregate principal
amount is outstanding as of the date of this Prospectus. These loans replaced
previous lending arrangements with the Bank. Each Selling Stockholder's loan is
secured in part by a portion of those Shares held by such Selling Stockholder
and offered hereby. All of such loans were made by Norwest Bank Minnesota in the
ordinary course of its business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectability or present other unfavorable features.
Other than as indicated above, none of the Selling Stockholders currently
have, nor had in the three years prior to the date of this Prospectus, any
office, position, or other material relationship with the Corporation,
Lindeberg, or the Bank.
PLAN OF DISTRIBUTION
The distribution and sale of the shares is subject to the provisions of the
Investment Agreement described above under the heading "SELLING STOCKHOLDERS--
Investment Agreement." Subject to the Selling Stockholders' compliance with the
transfer and other provisions of the Investment Agreement described above the
distribution of the shares by the Selling Stockholders may be effected from time
to time in one or more transactions on the New York Stock Exchange or otherwise,
in special offerings, exchange distributions or secondary distributions pursuant
to and in accordance with the rules of the New York Stock Exchange, in the over-
the counter market, in negotiated transactions, or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). Selling Stockholders and broker-dealers
that participate with Selling Stockholders in the distribution of shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, and any commissions received by them and any profit on
the resale of shares may be deemed to be underwriting compensation. See "SELLING
STOCKHOLDERS--Investment Agreement."
DESCRIPTION OF COMMON STOCK
General
The Corporation's Certificate of Incorporation authorizes the issuance of
500,000,000 shares of Common Stock, par value $1 2/3 per share, and 5,000,000
shares of preferred stock, without par value ("Preferred Stock"). At 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, and 2,306,000 shares of
Preferred Stock were outstanding consisting of 1,127,125 shares of 10.24%
Cumulative Preferred Stock, 1,143,750 shares of Cumulative Convertible Preferred
Stock, Series B and 35,125 shares of ESOP Cumulative Convertible Preferred
Stock. In addition, 1,000,000 shares of Preferred Stock are reserved for
issuance under the Rights Agreement dated as of November 22, 1988, between
Citibank, N.A. as Rights Agent, and the Corporation (the "Rights Agreement").
The Corporation has also authorized for issuance from time to time and
registered with the Commission an additional 1,700,000 shares of Preferred
Stock. The Corporation has also authorized for issuance from time to time and
registered with the SEC pursuant to a universal shelf registration statement, an
indeterminate number of securities (the "Shelf Securities") with an aggregate
initial offering price not to exceed $1,000,000,000. The Shelf Securities may
be issued as Preferred Stock or as securities convertible into shares of
Preferred Stock or Common Stock. Based on the current number of shares of
Preferred Stock authorized for issuance under the Corporation's Certificate of
Incorporation, the maximum number of shares of Preferred Stock and Common Stock,
respectively, that could be issued pursuant to the effective shelf registration
statements, when added to shares of Preferred Stock and Common Stock already
reserved for issuance, issued, or outstanding, could not exceed respectively,
5,000,000 shares of Preferred Stock and 500,000,000 shares of Common Stock. All
or any portion of the authorized but unissued Preferred Stock or Shelf
Securities issuable as Preferred Stock or convertible into Preferred Stock or
Common Stock, may be issued by the Board of Directors of the Corporation without
further action by stockholders. Holders of Preferred Stock have certain rights
and preferences with respect to dividends and upon liquidation that are superior
to those of holders of Common Stock. The relative rights and preferences of any
Preferred Stock issued in the future may be established by the Corporation's
Board of Directors without stockholder action. Although management has no
current plans for the issuance of any shares of Preferred Stock, except as
disclosed in this Prospectus, such shares, when and if issued, could have
dividend, liquidation, voting and other rights superior to those of the Common
Stock.
Common Stock
Subject to any prior rights of any Preferred Stock then outstanding,
holders of Common Stock are entitled to receive such dividends as are declared
by the Corporation's Board of Directors out of funds legally available for that
purpose. 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 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, including the Shares offered hereby, are
fully paid and nonassessable. The transfer agent and registrar for the Common
Stock is Norwest Bank Minnesota, N.A. Each share of Common Stock also includes,
and each share offered hereby will include, a right to purchase certain
Preferred Stock. See "Rights to Purchase Preferred Stock" below.
The foregoing description of the material terms of the Common Stock does
not purport to be complete and is qualified in its entirety by reference to
Article Fourth of the Corporation's Certificate of Incorporation.
Rights to Purchase Preferred Stock
Each share of Common Stock, including the shares being offered hereby, is
accompanied by one preferred share purchase right (collectively, the "Rights").
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 (collectively, the "Junior Preferred
Shares"). 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 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.
Junior Preferred Shares purchasable upon exercise of the Rights will rank
junior to all other series of Preferred Stock and will not be redeemable. Each
Junior Preferred Share will, subject to the rights of senior securities of the
Corporation, 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 liquidation of the
Corporation, the holders of the Junior Preferred Shares 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 Junior Preferred Share 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 Junior Preferred Shares
are protected by customary antidilution provisions. Each Junior Preferred Share
will have 400 votes, voting together with the Common Stock.
The purchase price for each one-hundredth of a Junior Preferred Share is
$175.00. The purchase price is subject to adjustment upon the occurrence of
certain events, including stock dividends on the Junior Preferred Shares or
issuance of warrants for, or securities convertible on certain terms into,
Junior Preferred Shares. The number of Rights outstanding and the number of
Junior Preferred Shares issuable upon the exercise of the Rights are subject to
adjustment in the event of a stock split of, or a stock dividend on, the 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 the
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
the Common Stock, the Rights permit holders of the Rights, other than such
person or group, to acquire the 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
Junior Preferred Share.
(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 the 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.
The foregoing description of the material terms of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement and related Certificates of Adjustment dated July 21, 1989 and
June 28, 1993.
LEGAL OPINION
A legal opinion to the effect that the shares of the Corporation's Common
Stock offered hereby were validly issued and fully paid and nonassessable has
been rendered by Stanley S. Stroup, Executive Vice President and General Counsel
of the Corporation. At June 30, 1994, Mr. Stroup was the beneficial
10
<PAGE>
owner of approximately 108,083 shares and held options to acquire
215,931 additional shares of the Corporation Common Stock.
EXPERTS
The consolidated financial statements of the Corporation and subsidiaries
as of December 31, 1993 and 1992, and for each of the years in the three-year
period ended December 31, 1993, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Registration Fee 3,923.00
Legal Fees and Expenses 5,000.00
Accounting Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 5,000.00
Listing Fees 7,500.00
Miscellaneous 1,200.00
----------
Total $25,123.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest Corporation ("Norwest") provides for broad
indemnification of directors and officers of Norwest.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4(a) -- Restated Certificate of Incorporation of Norwest, as
amended (incorporated herein by reference to Exhibit 3(b) to
Norwest's Current Report on Form 8-K dated June 28, 1993 (File No.
1-2979)).
4(b) -- Certificate of Designations of Powers, Preferences,
and Rights relating to Norwest's 10.24% Cumulative Preferred Stock
(incorporated herein by reference to Exhibit 4(a) to Norwest's
Registration Statement No. 33-38806).
4(c) -- Certificate of Designations of Powers, Preferences,
and Rights relating to Norwest's Cumulative Convertible Preferred
Stock, Series B (incorporated herein by reference to Exhibit 2 to
Norwest's Form 8-A, filed on August 9, 1991 (File No. 1-2979)).
4(d) -- Certificate of Designations of Powers, Preferences, and Rights
relating to Norwest's ESOP Cumulative Preferred Stock (incorporated
herein by reference to Exhibit 4 to Norwest's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994 (File No. 1-2979)).
4(e) -- Bylaws of Norwest, as amended (incorporated
herein by reference to Exhibit 4(c) to Norwest's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1991 (File No. 1-2979)).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
4(f) -- Rights Agreement, dated as of November 22, 1988,
between Norwest and Citibank, N.A., including as Exhibit A the form
of Certificate of Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior Participating
Preferred Stock, without par value (incorporated herein by reference
to Exhibit 1 to Norwest's Form 8-A filed on December 6, 1988 (File
No. 1-2979)) and Certificates of Adjustment pursuant to Section 12
of the Rights Agreement (incorporated herein by reference to Exhibit
3 to Norwest's Form 8 dated July 21, 1989 and to Exhibit 4 to
Norwest's Form 8-A/A dated June 28, 1993 (File No. 1-2979)).
5 -- Opinion of General Counsel of Norwest.
10 -- Investment Agreement dated February 2, 1994 among Norwest,
Larry R. Lindeberg, Mary Carol Lindeberg, Gregory Lindeberg,
Laurie Fritzinger, Nicholas Lindeberg, and Mark Lindeberg,
as amended by Amendment No. 1 to Investment Agreement dated as
of July 28, 1994.
23(a) -- Consent of General Counsel of Norwest (included as part
of Exhibit 5 filed herewith).
23(b) -- Consent of KPMG Peat Marwick (relating to financial
statements of Norwest).
24 -- Powers of Attorney.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Norwest hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to (i) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, (ii) reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the registration statement, and (iii) include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Norwest pursuant to
Section 13 or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) The undersigned Norwest hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned Norwest hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(d) The undersigned Norwest hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Norwest pursuant to the foregoing provisions, or otherwise, Norwest
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Norwest of expenses
incurred or paid by a director, officer or controlling person of Norwest in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, on the day of August, 1994.
NORWEST CORPORATION
By /s/ Richard M. Kovacevich
---------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the day of August, 1994, by
the following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)*
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- ---------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
N. BERNE HART )
WILLIAM A. HODDER )
GEORGE C. HOWE )
LLOYD P. JOHNSON ) A majority of the Board of Directors*
REATHA CLARK KING )
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
JOHN E. PEARSON )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
-----------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- -------- ---------------------------------- -------
<S> <C> <C>
10 -- Investment Agreement dated **
February 2, 1994 among Norwest,
Larry R. Lindeberg, Mary Carol
Lindeberg, Gregory Lindeberg,
Laurie Fritzinger, Nicholas
Lindeberg and Mark Lindeberg, as
amended by Amendment No. 1 to
Investment Agreement dated as of
July 28, 1994.
</TABLE>
- --------------------
**Electronic Transmission
II-5
<PAGE>
EXHIBIT 10
INVESTMENT AGREEMENT
This Investment Agreement dated as of Febraury 2, 1994, between NORWEST
CORPORATION, a Delaware corporation ("Norwest") and the undersigned shareholders
of LINDEBERG FINANCIAL CORPORATION ("Lindeberg"), a Minnesota corporation
(collectively, the "Shareholders").
WHEREAS Norwest and Lindeberg are parties to an Agreement and Plan of
Reorganization dated as of July 9, 1993 (the "Reorganization Agreement")
providing for the merger of a wholly-owned subsidiary of Norwest with and into
Lindeberg (the "Merger") in exchange for a number of shares of common stock of
Norwest, par value $1-2/3 per share ("Norwest Common Stock") under the terms and
conditions set forth therein, and
WHEREAS the Reorganization Agreement provide that the shares of Norwest
Common Stock to be issued in the Merger (the "Shares") will be issued in a
private transaction pursuant to one or more exemptions from registration under
the Securities Act of 1993, as amended (the "Securities Act") at the time of the
closing of the Merger but that the Shares will be subject to registration rights
as set forth in this Investment Agreement, and
WHEREAS the parties wish to set forth certain representations, agreements
and undertakings for the purpose of qualifying the Shares for such exemptions
from registration and to fix the terms and conditions of such registration
rights.
NOW, THEREFORE, the parties hereto, in consideration of the premises and of
the mutual covenants and agreements contained herein, agree as follows:
1. REPRESENTATIONS AND COVENANTS OF SHAREHOLDERS. In order to induce
Norwest to consummate the Merger contemplated by the Reorganization Agreement
and to issue and exchange the Shares for the shares of Lindeberg common stock
held by each of the Shareholders, each of the Shareholders represents and
warrants to, or agrees with, Norwest as follows:
(a) Information with respect to Norwest. Norwest has furnished to each of
the Shareholders, on or prior to the Closing Date (as defined in the
Reorganization Agreement), each of the following documents: (i) Norwest's
annual report on Form 10-K for the year ended December 31, 1992, (ii) Norwest's
quarterly reports on Form 10-Q for each of the quarters ended March 31, 1992,
June 30, 1992, September 30, 1992 and each quarterly report filed by Norwest
with the Securities and Exchange
<PAGE>
Commission (the "SEC") since January 1, 1993 and prior to the Closing Date,
(iii) Norwest's notice of its 1993 annual meeting, its 1993 proxy statement and
its annual report to shareholders for the fiscal year ended 1992, and (iv) all
other documents, if any, filed with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
between January 1, 1993 and the Closing Date.
(b) Shareholder Intent/Legending of Certificates.
--------------------------------------------
(i) Investment Intent. Each Shareholder (1) has such knowledge and
experience in financial matters that the Shareholder is capable of
evaluating the merits and risks of the acquisition of the Shares and has
requested, received, reviewed and considered all information the
Shareholder deems relevant in making an informed decision to acquire the
Shares, (2) intends to acquire the Shares to be received in the Merger for
investment only and with no present intention of distributing or reselling
any of such Shares (other than for sales pursuant to the Registration
Statement (as defined below), or sales which are otherwise in compliance
with the Securities Act and the rules and regulations promulgated
thereunder), and (3) agrees that the Shareholder will not, directly or
indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or
solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares or the Shareholder's right to acquire the Shares
under the Reorganization Agreement and this Investment Agreement except in
both cases in compliance with the Reorganization Agreement, this Investment
Agreement, the Securities Act and the rules and regulations promulgated
thereunder.
(ii) Tax Matters. The Shareholders jointly and severally represent
and warrant to, and agree with Norwest (1) that there is no present plan
or intention by any such Shareholder to sell, exchange, or otherwise
dispose of a number of Shares received in the transaction that would reduce
the Shareholders' ownership of the Shares, as a group, to a number of
shares having a value, as of the Effective Date of the Merger, of less than
50 percent of the "Exchanged Value". For the purposes of this Investment
Agreement, the term "Exchanged Value" shall be the value in U.S. dollars of
all of the formerly outstanding Lindeberg stock as of the Effective Date of
the Merger, including the value of any shares of Lindeberg stock exchanged
for cash or other property, surrendered by dissenters, or exchanged for
cash in lieu of fractional shares of Norwest Common Stock in the Merger,
together with the value of any shares of Lindeberg stock and shares of
Norwest Common Stock held by any of the Shareholders and otherwise sold,
redeemed, or disposed of prior to or subsequent to the Merger, and (2) that
it is the Shareholders' intention that the Merger will qualify as a tax-
free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the rules, regulations, and
interpretations promulgated or issued thereunder.
2
<PAGE>
(iii) Legending of Certificates. Each Shareholder acknowledges and
agrees that the Shares being issued in accordance with the Reorganization
Agreement (1) have not been registered under the Securities Act in reliance
upon one or more exemptions from registration under the Securities Act, and
(2) are subject to certain restrictions on transfer as set forth in Exhibit
B to the Reorganization Agreement. Each of the Shareholders further
acknowledges and understands that Norwest is relying on the truth and
accuracy of the representations made by each Shareholder herein for
purposes of, among other matters, establishing the existence of such
exemptions and qualifying the Merger for treatment as a tax-free
reorganization under the Code. Each Shareholder further understands that
the certificates evidencing the shares will bear a restrictive legend as
set forth in Exhibit B to the Reorganization Agreement.
(c) Shareholder Information. Each Shareholder covenants and agrees (i) to
furnish to Norwest, in writing, any information relating to the Shareholder
which Norwest reasonably determines to be necessary for disclosure in any
Registration Statement covering the Shares (or any amendment thereto) or for the
purpose of complying with an exemption from registration or applicable blue sky
laws, promptly after request therefor by Norwest, (ii) that the Shareholder will
discuss such information with Norwest or its representatives, upon the request
of Norwest, and (iii) that the Shareholder will otherwise cooperate with Norwest
to achieve compliance with applicable exemptions and applicable blue sky laws in
Norwest's preparation of the Registration Statement. Each Shareholder warrants
that all information to be furnished by the Shareholder to Norwest pursuant to
this subparagraph 1(c) shall be true and correct.
(d) Compliance with Transfer Requirements. Each Shareholder covenants with
Norwest that the Shareholder will fully comply with the prospectus delivery
requirements under the Securities Act in connection with any sale of the Shares
pursuant to the Registration Statement, and with the Transfer procedures set
forth in Paragraph 3(e) hereof.
(e) Capacity and Enforceability. Each Shareholder represents, warrants and
covenants to Norwest that (i) the Shareholder has full right, power, authority
and capacity to enter into this Investment Agreement and to consummate the
transactions contemplated hereby, and (ii) upon its execution and delivery, this
Investment Agreement shall constitute a valid and binding obligation of each
Shareholder, enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors and contracting parties
generally and except as enforceability may be subject to general principles of
equity and except as enforcement of the indemnification provisions of this
Investment Agreement may be affected by applicable federal or state securities
laws.
3
<PAGE>
2. REGISTRATION PROCEDURES AND EXPENSES. Following the Effective Date of
the Merger (as defined in the Reorganization Agreement), Norwest agrees to take
the following actions:
(a) Registration Statement. Norwest will prepare as soon as practicable
following the the day on which the Board of Governors of the Federal Reserve
System issues an order, which complies with paragraph 7(e) of the Reorganization
Agreement, approving consummation of the Merger and file with the SEC as soon
as practicable following the Effective Date of the Merger a registration
statement on Form S-3 (or if then unavailable, any other similar short-form
registration statement available to Norwest for use in secondary offerings)
covering all of the Shares (the "Registration Statement"). Norwest represents
that, as of the date hereof, it is eligible to file a registration statement on
Form S-3.
(b) Right to Defer Registration. If Norwest shall furnish to the
Shareholder a certificate signed by the Chief Executive Officer or Chief
Financial Officer of Norwest stating that in the good faith judgment of Norwest,
it would be detrimental to Norwest and its stockholders for Norwest to
immediately proceed with the preparation and filing of such Registration
Statement, Norwest shall have the right to defer such filing for a reasonable
period not to exceed 30 days; provided, however, that notwithstanding any
exercise of this deferral right, Norwest shall file the Registration Statement
not later than the third business day after the first date (the "Publication
Date") on which Norwest releases for publication, by press release or otherwise,
its quarterly or annual summary statement of earnings (as may then be
applicable) and shall use its best efforts to cause the Registration Statement
to become effective as soon as practicable after the date such statement of
earnings is released, subject in any event to Norwest's right to defer filing or
delay effectiveness of the Registration Statement for one or more successive 30-
day periods upon the delivery to the Shareholders of the certificate described
in the first sentence of this paragraph 2(b). Any such certificate delivered
subsequent to the Publication Date shall be effective only if it is based on
events occurring or circumstances arising subsequent to the Publication Date.
Norwest shall send to the Shareholders, by telecopy, on the Publication Date and
on each Earnings Publication Date (as defined in paragraph 3(d)), a copy of the
statement of earnings released on such date.
(c) Effective Date. Norwest shall, subject to subparagraph 2(b) above, use
its best efforts to cause the Registration Statement to become effective within
30 days after the receipt from the Shareholders of all information necessary for
inclusion in the Registration Statement.
(d) Amendments or Subsequent Registration Statement. Norwest shall,
subject to paragraph 3 below, prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the earlier of (i) the date that all of the Shares have been sold pursuant
thereto, or (ii) until
4
<PAGE>
all of the Shares owned by the Shareholders may be sold in a public
distribution, pursuant to Rule 144(c) through (i) of the SEC or any other rule
of similar effect, without the registration of such Shares under the Securities
Act; or, in lieu of filing an amendment or supplement to the Registration
Statement, Norwest may, at its option, if no additional delay other than waiting
periods imposed by the Securities Act will be caused the Shareholders, file and
cause to become effective a subsequent registration statement on such other form
as may be then available to Norwest covering the Shares to permit the Transfer
(as defined in paragraph 3(a) hereof) of the Shares from time to time. If
Norwest elects to file such subsequent registration statement which thereafter
becomes effective, such subsequent registration statement, upon its
effectiveness, shall be deemed the "Registration Statement" for all purposes of
this Investment Agreement. The period from the effective date of the
Registration Statement through the earlier of the dates described in clauses (i)
and (ii) of this paragraph 2(d) is herein referred to as the "Effective Period".
(e) Copies of Prospectus. Norwest shall furnish to the Shareholders with
respect to the Shares registered on such Registration Statement copies of the
prospectuses and preliminary prospectuses as required by the Securities Act and
such other documents as the Shareholders may reasonably request, in order to
facilitate the public sale or other disposition of all or any of the Shares by
the Shareholders.
(f) Blue Sky Filings. Norwest shall file documents required of Norwest for
normal blue sky clearance in Minnesota and in such other states as shall
reasonably be specified by the Shareholders, except that Norwest shall not be
required to obtain blue sky clearance for the Shares in any state where Norwest
may be required to qualify to do business as a foreign corporation or as a
dealer in any state where it is not so qualified, to conform its capitalization
or the composition of its assets at the time to the securities or blue sky laws
of such state, to execute and file a general consent to service of process under
the laws of any state, to take any action which would subject it to service of
process in suits other than those arising out of the offer and sale of the
Shares covered by such Registration Statement, or to subject itself to taxation
in any state where it is not so subject at the time Norwest is asked to obtain
blue sky clearance.
(g) Expenses. Norwest agrees to bear all expenses in connection with the
registration of the Shares on such Registration Statement and the satisfaction
of the blue sky requirements set forth in this Investment Agreement, except
underwriting discounts and selling commissions, and fees and expenses, if any,
of counsel and other advisors to the Shareholders.
(h) Underwriters. Norwest understands that the Shareholders disclaim
being underwriters, for purposes of the Securities Act, but if any of the
Shareholders are deemed to be underwriters that fact shall not relieve Norwest
or any of the Shareholders of any of their respective obligations under this
Investment Agreement.
5
<PAGE>
3. TRANSFERS OF SHARES AFTER REGISTRATION; AMENDED REGISTRATION
STATEMENT.
(a) Transfers. The Shareholders agree that none of them will effect any
disposition of any of the Shares (a "Transfer") until after publication by
Norwest of financial results including at least 30 days of combined operations
of Lindeberg and Norwest. Each Transfer during the Effective Period shall be
subject to receipt of the notice of approval set forth in paragraph 3(b) and
shall be effected either: (i) upon three (3) business days written notice to
Norwest if such Transfer is to be effected pursuant to the Registration
Statement and the prospectus included therein, or (ii) upon prior written notice
to Norwest specifying the number of Shares involved and describing the manner in
which such Transfer is to be made, which notice shall be accompanied by an
opinion of counsel experienced in securities law matters reasonably satisfactory
to Norwest (stating, in substance, that registration under the Securities Act is
not required with respect to the Transfer and that the Transfer will not result,
directly or indirectly, in a violation by Norwest of any applicable blue sky
statute) so long as such Transfer is effected in a manner consistent with the
Shareholder's notice to Norwest. For purposes of this Investment Agreement, a
Transfer shall be deemed to have occurred on the date (A) an order to sell any
Shares is placed with a broker, or (B) an offer to sell any Shares is made
directly to a market maker, or (C) on the date the Shareholder enters into any
agreement or undertaking (other than in the circumstances described in clauses
(A) or (B) above) pursuant to which the Shareholder becomes irrevocably and
unconditionally committed to dispose of any Shares.
(b) Notice of Approval or Deferral of Proposed Transfer. On or before 5:00
p.m. (Minneapolis, Minnesota time) on the third business day after receiving
notice of a proposed Transfer under paragraph 3(a) above, Norwest shall notify
the Shareholders (i) that the proposed Transfer may be effected as set forth in
the notice of proposed Transfer, in which case the proposed Transfer must be
completed on the earlier of within 10 days from the date of receipt by the
Shareholders of such notice of approval or prior to receipt of a certificate
described in paragraph 3(d) below, or (ii) that the proposed Transfer must be
deferred either (A) because, in the opinion of Norwest's counsel, the
Registration Statement should be amended or supplemented so that a Transfer of
the Shares pursuant to the Registration Statement can be effected in compliance
with the Securities Act and the 1934 Act, or (B) because Norwest has given the
Shareholders the certificate described in paragraph 3(d) below.
(c) Right to Amend Registration Statement. Subject to the provisions of
subparagraph 3(d) below, if Norwest notifies the Shareholders that the
Registration Statement is required to be amended or supplemented so that a
Transfer of the Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the 1934 Act, then (i) Norwest shall,
within twenty days thereafter, prepare and file with the SEC such amendments and
supplements to the Registration Statement as may be necessary to permit the
Shareholders to Transfer their Shares pursuant to the Registration Statement in
compliance with the Securities Act and the 1934 Act, and (ii)
6
<PAGE>
until such amendment or supplement becomes effective pursuant to the rules and
regulations promulgated under the Securities Act, none of the Shareholders shall
effect any Transfer of the Shares except in the manner set forth in paragraph
3(a)(ii) above. Notwithstanding the foregoing, the obligations of Norwest to
notify the Shareholders pursuant to this subparagraph 3(c) and to file any
amendment or supplement to the Registration Statement shall not apply with
respect to any amendment or supplement relating to information supplied by any
of the Shareholders or any other person selling shares pursuant to the
Registration Statement unless the Shareholders or such other person shall have
given prior written notice to Norwest that an amendment or supplement is
required, in which case (i) Norwest shall file such amendment or supplement
within twenty days following the date such notice is received by Norwest, and
(ii) until such amendment or supplement becomes effective pursuant to the rules
and regulations promulgated under the Securities Act, none of the Shareholders
shall effect any Transfer of the Shares, except in the manner set forth in
subparagraph 3(a)(ii) above.
(d) Right to Defer Transfer. If Norwest shall furnish to the Shareholder a
certificate signed by the Chief Executive Officer or Chief Financial Officer of
Norwest stating that in the good faith judgment of Norwest, it would be
detrimental to Norwest and its stockholders for the Shareholders to immediately
proceed with the proposed Transfer, (i) Norwest shall have the right to defer
such Transfer for a reasonable period not to exceed 30 days, and (ii) until the
expiration of such 30-day period (or any successive 30-day period to which
Norwest shall become entitled through the execution and delivery to the
Shareholder of one or more additional certificates prior to the expiration of
such 30-day period), none of the Shareholders shall effect any Transfer of the
Shares, except in the manner set forth in subparagraph 3(a)(ii) above;
provided, however, that notwithstanding any exercise of this deferral right, the
Shareholders shall have the right to effect a Transfer of the Shares during the
period commencing on the third business day after each date (an "Earnings
Publication Date") on which Norwest releases for publication, by press release
or otherwise, its quarterly or annual summary statement of earnings (as may then
be applicable) and ending on the twelfth business day following such date
provided that (i) the Shareholder has first given Norwest notice not later than
three business days prior to the proposed effective date of such Transfer within
such period; and (ii) Norwest does not exercise its right to defer such Transfer
following receipt of such notice from the Shareholder by delivering the
certificate described in the first sentence of this paragraph 3(d). Any such
certificate delivered subsequent to an Earnings Publication Date shall be
effective only if based on events occurring or circumstances arising subsequent
to such Earnings Publication Date.
(e) Transfer Procedures. During the Effective Period, if a Transfer has
been made in compliance with this Investment Agreement the Shareholder shall
furnish to Norwest's Transfer Agent the certificates evidencing the Shares being
transferred, together with (i) a representation letter signed by the
Shareholder making the Transfer, with a copy to Norwest, in which the
Shareholder represents and warrants to Norwest that (1) with respect to a
Transfer effected pursuant to the Registration Statement, the
7
<PAGE>
Shareholder has complied with all prospectus delivery requirements in connection
with the Transfer and under the Securities Act; (2) the number of Shares being
transferred, when added to any shares previously transferred pursuant to the
Registration Statement or the Investment Agreement, do not exceed the number of
shares set forth opposite his or her name in the "Selling Shareholder" table in
the prospectus included in the Registration Statement; and (3) the Transfer has
been made in compliance with all the terms and provisions of the Investment
Agreement; and (ii) any other opinions or certifications required under the
Investment Agreement and such other documents as Norwest's Transfer Agent may
reasonably require.
4. INFORMATION TO BE FURNISHED TO SHAREHOLDERS. So long as the
Registration Statement is effective, Norwest shall furnish to each of the
Shareholders as soon as practicable after available, one copy of (i) its annual
report to shareholders (which shall contain audited financial statements
prepared in accordance with generally accepted accounting principles), (ii) such
quarterly reports to shareholders which Norwest may prepare and distribute from
time to time, and (iii) a full copy of the Registration Statement covering the
Shares (excluding exhibits). In addition, upon the reasonable request of any of
the Shareholders, Norwest shall furnish to such Shareholder any other
information that is generally made available to the public by Norwest.
5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed by this Investment Agreement upon the transferability of the Shares
shall terminate as to any particular shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement, or at such time as an opinion of counsel satisfactory to
Norwest shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act.
6. INDEMNIFICATION.
(a) Definitions. As used in this paragraph 6, (i) the term "Registration
Statement" shall include any preliminary prospectus, final prospectus, exhibit,
amendment or supplement included in or relating to the registration statement
referred to in this Investment Agreement, (ii) the term "untrue statement" shall
include any statement of a material fact in the Registration Statement which is
(or is alleged to be) untrue, and any omission (or alleged omission) to state in
the Registration Statement of a material fact required to be stated therein or
necessary to make any statement therein, in the light of the circumstances under
which it was made, not misleading, and (iii) the term "tax liabilities" shall
mean any obligation of Norwest for income taxes (including interest and
penalties) arising from the failure of the Merger to qualify for treatment as a
tax-free reorganization under the Code, or under any regulations thereunder or
interpretations with respect thereto, directly or indirectly resulting from the
breach by
8
<PAGE>
the Shareholders of their representations and agreements set forth in paragraph
1(b)(ii) of this Investment Agreement.
(b) Indemnification of the Shareholders. Norwest agrees to indemnify and
hold harmless each Shareholder (and, if any Shareholder is not a natural person,
each officer, director or partner of such Shareholder and each person who
controls such Shareholder within the meaning of Section 15 of the Securities
Act) from and against any claims, losses, damages or liabilities to which such
Shareholder (or any such officer, director, partner or controlling person) may
become subject (under the Securities Act or otherwise) insofar as such claims,
losses, damages or liabilities arise out of, or are based upon, any untrue
statement of a material fact contained in the Registration Statement, and
Norwest will indemnify such Shareholder for reasonable attorneys' fees and
expenses incurred in investigating, preparing to defend or defending against any
such claims, losses, damages or liabilities; provided, however, that Norwest
shall not be liable to indemnify any Shareholder to the extent that such claim,
loss, damage or liability arises out of or is based upon (i) an untrue statement
made in reliance upon and in conformity with written information furnished to
Norwest by or on behalf of any Shareholder specifically for use in preparation
of the Registration Statement, or (ii) sales not in compliance with the terms of
this Investment Agreement.
(c) Indemnification of Norwest. Each Shareholder agrees: (i) to indemnify
and hold harmless Norwest, each officer of Norwest who signs the Registration
Statement, each director of Norwest and each other person selling Shares
pursuant to the Registration Statement (and each person, if any, who controls
such other person within the meaning of Section 15 of the Securities Act and
each officer, director or partner of such person) from and against any claims,
losses, damages or liabilities to which Norwest (or any such officer, director
or other person) may become subject (under the Securities Act or otherwise),
insofar as such claims, losses, damages or liabilities arise out of, or are
based upon (A) any untrue statement made in reliance upon and in conformity with
written information furnished by or on behalf of any Shareholder specifically
for use in preparation of the Registration Statement, or (B) any sale not in
compliance with the terms of this Investment Agreement; and each Shareholder
will reimburse Norwest (and any such officer, director or other person) for
reasonable attorneys' fees and expenses incurred in investigating, preparing to
defend and defending against any such claims, losses, damages or liabilities,
and (ii) to indemnify and hold Norwest harmless from any and all tax liabilities
in connection with the Merger.
(d) Notice of Claim and Defense of Claim or Action. Promptly after receipt
of notice of any claim or commencement of any action for which indemnification
is sought under this paragraph 6, the person seeking indemnification (the
"Claimant") shall give the person from whom indemnification is sought (the
"Indemnifier") written notice of such claim or the commencement of such action
("Notice"). If, within five (5) days of receipt of such Notice, Indemnifier
notifies the Claimant that it has elected to assume the defense of such claim or
action, with counsel reasonably satisfactory to
9
<PAGE>
the Claimant, then the Indemnifier shall not be liable to such Claimant for any
legal expenses subsequently incurred by the Claimant in such defense; provided,
however, that if, in the reasonable judgment of the Claimant, there is or would
be a conflict of interest that would make it inappropriate for the same counsel
to represent both the Claimant and the Indemnifier, then the Claimant shall be
entitled to retain its own counsel at the expense of the Indemnifier.
7. NOTICES. Any notice or other communication provided for herein or
given hereunder to a party hereto shall be in writing and shall be delivered in
person or sent by telecopy to the address or telecopy number set forth below and
a copy of such notice shall be mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
Telecopy Number: (612) 667-4399
If to the Shareholders:
Lindeberg Financial Corporation
P. O. Box 430
Forest Lake, MN 55025
Atttention: Larry Lindeberg and
Greg Lindeberg
Telecopy Number: 464-9422
With a copy to:
Robert B. Whitlock, Esq.
Fredrikson & Byron, P. A.
1100 International Centre
900 Second Avenue South
Minneapolis, MN 55402-3397
Telecopy Number: (612) 347-7077
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
8. SUCCESSORS AND ASSIGNS. This Investment Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
10
<PAGE>
successors and assigns, but shall not be assignable by either party hereto
without the prior written consent of the other party hereto.
9. GOVERNING LAW. This Investment Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Minnesota.
10. COUNTERPARTS. This Investment Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Investment
Agreement as of the date first above written.
NORWEST CORPORATION SHAREHOLDERS
By: /s/Margaret L. Halfman /s/ Larry R. Lindeberg
---------------------- -----------------------
Its: Assistant Secretary
-------------------
/s/ Mary Carol Lindeberg
------------------------
/s/ Gregory J. Lindeberg
------------------------
/s/ Laurie Fritzinger
-------------------------
/s/ Nicholas Lindeberg
-------------------------
/s/ Mark Lindeberg
-------------------------
11
<PAGE>
AMENDMENT NO. 1
TO
INVESTMENT AGREEMENT
THIS AMENDMENT NO. 1 to that certain INVESTMENT AGREEMENT dated as of
February 2,1994, among NORWEST CORPORATION, a Delaware corporation ("Norwest"),
LARRY R. LINDEBERG, MARY CAROL LINDEBERG, GREGORY J. LINDEBERG, LAURIE
FRITZINGER, NICHOLAS LINDEBERG, and MARK LINDEBERG (referred to herein
individually as a "Selling Stockholder" and collectively as "Selling
Stockholders") is made as of the 28th day of July, 1994.
WHEREAS the Selling Stockholders hold in the aggregate 413,599 shares (the
"Shares") of the common stock of Norwest (par value $1-2/3 per share) ("Norwest
Common Stock"), which Shares were issued to the Selling Stockholders pursuant to
the Investment Agreement upon the consummation of the merger of a wholly-owned
subsidiary of Norwest with and into Lindeberg Financial Corporation in reliance
on one or more exemptions from registration under the Securities Act of 1993, as
amended (the "Securities Act").
WHEREAS the Investment Agreement sets forth certain representations,
agreements and undertakings of the Selling Stockholders for the purpose of
qualifying the Shares for such exemptions from registration and also sets forth
Norwest's agreement to register the Shares under the Securities Act, subject to
certain terms and conditions of such registration rights.
WHEREAS pursuant to the Investment Agreement, Norwest filed a Registration
Statement on Form S-3 on behalf of the Selling Stockholders covering the Shares
with the Securities and Exchange Commission (the "SEC") on June 15, 1994, which
Registration Statement was amended by Amendment No. 1 thereto filed on July 28,
1994 (collectively and as further amended the "Registration Statement"). The
SEC is requiring that the Registration Statement be further amended as a
condition to its effectiveness to provide certain disclosures regarding option
and other derivative securities transactions in connection with the distribution
of the Shares.
WHEREAS the Selling Stockholders do not intend to enter into such option or
other derivative securities transactions and therefore desire to amend the
Investment Agreement as set forth in this Amendment No. 1 in order to clarify
such intent.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, each of the Selling Stockholders jointly and severally covenant
and agree with Norwest as follows:
<PAGE>
1. PROHIBITION ON TRANSFERS BY MEANS OF OPTIONS OR OTHER DERIVATIVE
SECURITIES.
(a) No "Transfer" (as that term is defined in Section 3(a) of the
Investment Agreement) of the Shares may be made (i) in any transaction exempt
from registration under the Securities Act by means of an option or other
derivative securities transaction, or (ii) to the public except in an "ordinary
trading transaction." As used in this Investment Agreement, an "ordinary
trading transaction" means a sale of the Shares on a nationally-recognized
securities exchange using the services of a broker-dealer registered in the
state where the Transfer is to occur, and without the use of special selling
efforts or methods, but does not include the writing of options or other
derivative securities on the Shares (whether or not such options or other
derivative securities are listed on an options or other securities exchange, or
are traded or entered into in over-the-counter transactions or otherwise.)
(b) The Selling Stockholders will include, in any Notice of a proposed
Transfer provided to Norwest pursuant to Section 3(b) of the Investment
Agreement, (i) a representation to the effect that the Transfer will constitute
an "ordinary trading transaction" as defined in paragraph (a) of Section 1 of
this Amendment No. 1 if the proposed Transfer is to be made to the public
pursuant to the Registration Statement; or (ii) a representation to the effect
that such proposed Transfer does not involve and will not be effected by means
of an option or other derivative securities transaction if the proposed Transfer
is to be made in a private transaction other than pursuant to the Registration
Statement. The Selling Stockholders will also include substantially similar
representations in the representation letter provided to the Transfer Agent for
the Shares pursuant to Section 3(e) of the Investment Agreement following a
Transfer. The Selling Stockholders further agree to take such other actions and
provide such further assurances as Norwest may reasonably request to evidence
the Selling Stockholders' performance of their agreements set forth in this
Amendment No. 1.
(c) Norwest shall have the right, by means of an appropriate additional
legend on the certificates evidencing the Shares and/or stop transfer
instruction to the Transfer Agent for the Shares, to prohibit the transfer of
the Shares to any person who may have acquired any interest therein by exercise
of any rights under an option agreement or any other agreement relating to any
other derivative securities transaction prohibited by this Amendment No. 1.
2. INDEMNIFICATION. The Selling Stockholders jointly and severally agree to
indemnify and hold harmless Norwest, each officer of Norwest who signs the
Registration Statement, each director of Norwest and each other person selling
Shares pursuant to the Registration Statement (and each person, if any, who
controls such other person within the meaning of Section 15 of the Securities
Act and each officer, director or partner of such person) to the fullest extent
contemplated by, and in accordance with the procedures set forth in Section 6 of
the Investment Agreement, from and against any claims, losses, damages or
liabilities to which Norwest (or any such officer, director or other person) may
<PAGE>
become subject (under the Securities Act, the Securities Exchange Act of 1934,
or otherwise), insofar as such claims, losses, damages or liabilities arise out
of, or are based upon a breach of the Selling Stockholders' agreements set forth
in this Amendment No.1 to the Investment Agreement or in connection with any
purported Transfer of the Shares contrary to the provisions of Section 1 of this
Amendment No. 1.
3. NO FURTHER AMENDMENTS. Except as set forth herein, the Investment
Agreement has not been further amended or modified, and remains in full force
and effect. Wherever used in the Investment Agreement or the Registration
Statement, the term "Investment Agreement" shall mean the Investment Agreement
as amended by this Amendment No. 1.
4. MISCELLANEOUS.
(a) Successors and Assigns. This Amendment No. 1 shall be binding upon the
parties hereto and their respective successors and assigns, but the rights
granted hereunder shall not be assignable by any Shareholder by operation of law
or otherwise without the prior written consent of Norwest.
(b) Governing Law. This Amendment No. 1 shall be governed by, and
construed and enforced in accordance with the laws of the State of Minnesota.
(c) Counterparts. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.
(d) Captions. The captions contained in this Amendment No. 1 are for
convenience of reference only and do not form a part of the Amendment No. 1.
[THE REMAINDER OF THIS PAGE IS LEFT
INTENTIONALLY BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement
as of the date first above written.
NORWEST CORPORATION SHAREHOLDERS
By: /s/ Laurel A. Holschuh /s/ L. R. Lindeberg
---------------------- ------------------------
Its: /s/ Senior Vice President
-------------------------
/s/ Mary Carol Lindeberg
------------------------
/s/ Laurie M. Fritzinger
------------------------
/s/ Nicholas Lindeberg
------------------------
/s/ Mark Lindeberg
------------------------
/s/ Gregory L. Lindeberg
------------------------
