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As filed with the Securities and Exchange Commission on November 2, 1995
Registration No. 033-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
================================================================================
Common Stock (par
value $1 2/3 per 428,000 $30.125 $12,893,500 (2) $4,446.05
share)(1) Shares
================================================================================
(1) Each share of the registrant's common stock includes one preferred share
purchasing right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
- ----------------------------------------------------------------------------
PROSPECTUS
NORWEST CORPORATION
428,000 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 428,000 shares
of Common Stock (par value $1 2/3) (the "Common Stock") of Norwest Corporation
("Norwest") held by stockholders (the "Selling Stockholders") who received the
shares in exchange for shares of Valley-Hi Investment Company, a corporation
formed under the laws of the State of Texas ("Valley-Hi ") and Valley-Hi
National Bank, a national banking association (the "Bank") located in San
Antonio, Texas, in connection with the acquisition of Valley-Hi and the Bank on
August 1, 1995 (the "Acquisition"). See "SELLING STOCKHOLDERS." Norwest will
not receive any proceeds from the sale of the shares of Common Stock covered by
this Prospectus. Norwest has agreed to pay certain registration expenses in
connection with this offering (excluding brokerage commissions) estimated at
approximately $20,000.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated as of July 31, 1995 among Norwest
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 Norwest with 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 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). 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 November __, 1995, the closing
price for the Common Stock on the New York Stock Exchange was $______.
PROSPECTUS DATED NOVEMBER __, 1995
As a bank holding company, Norwest 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 NORWEST.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, NORWEST'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 NORWEST SINCE
THE DATE OF THIS PROSPECTUS.
THE SHARES OF NORWEST'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF
NORWEST 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.
________________________
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C><C> <C>
Available Information............... 2 Selling Stockholders....... 8
Incorporation of Certain Documents.. Plan of Distribution....... 12
by Reference..................... 2 Description of Common Stock 12
Norwest Corporation................. 3 Legal Opinion.............. 15
Certain Regulatory Matters.......... 3 Experts.................... 15
</TABLE>
AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning Norwest 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 Norwest 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 Norwest 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
Norwest 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 NORWEST, 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 Norwest (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, 1994; (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995;
and (iii) Current Reports on Form 8-K dated January 9, 1995, January 27, 1995,
February 17, 1995, April 21, 1995, July 3, 1995, September 13, 1995, October 4,
1995 and November 1, 1995.
All documents filed by Norwest 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
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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.
NORWEST CORPORATION
Norwest Corporation ("Norwest") is a diversified financial services 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, Norwest operates through subsidiaries engaged
in banking and in related businesses. Norwest provides retail, commercial, and
corporate banking services to its customers through banks located in Arizona,
Texas, Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, New Mexico, North
Dakota, Ohio, South Dakota, Texas, Wisconsin, and Wyoming. Norwest 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, 1995, Norwest had consolidated total assets of $66.6 billion,
total deposits of $38.2 billion, and total stockholders' equity of $4.7 billion.
Based on total assets at June 30, 1995, Norwest was the 12th largest commercial
banking organization in the United States.
Norwest regularly explores opportunities for possible acquisitions of
financial institutions and related businesses. In connection with many of its
completed acquisitions, Norwest 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, Norwest does not expect to make any public announcement about any
acquisition opportunity until a definitive agreement has been signed.
Norwest'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 "Norwest" means Norwest and its
subsidiaries.
Additional information concerning Norwest is included in Norwest's
documents incorporated herein by reference. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, Norwest is subject to supervision and
examination by the Federal Reserve Board. Norwest's banking subsidiaries are
subject to supervision and examination by applicable federal and state banking
agencies. The deposits of Norwest's banking subsidiaries are insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC"),
except for those deposits attributable to certain savings associations
previously acquired by Norwest which are insured by the Savings Association
Insurance Fund ("SAIF") of the FDIC. Consequently, such banking subsidiaries 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.
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DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency (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 Norwest's
national bank subsidiaries could have declared, as of June 30, 1995, aggregate
dividends of at least $231.9 million without obtaining prior regulatory approval
and without reducing the capital of the banks below minimum regulatory levels.
Norwest also has several state bank subsidiaries that are subject to state
regulations limiting dividends; however, the amount of dividends payable by
Norwest's state bank subsidiaries, with or without state regulatory approval,
would represent an immaterial contribution to Norwest's revenues.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the OCC, and the FDIC have issued policy statements which provide that FDIC-
insured banks and bank holding companies should generally pay dividends only out
of current operating earnings.
HOLDING COMPANY STRUCTURE
Norwest is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. Accordingly, the right of Norwest, and thus the rights
of Norwest'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 Norwest in its
capacity as a creditor may be recognized. The principal sources of Norwest's
revenues are dividends and fees from its subsidiaries.
Norwest's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to Norwest and its
nonbank subsidiaries, whether in the form of loans, extensions of credit,
investments, or asset purchases. Such transfers by any subsidiary bank to
Norwest or any nonbank subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to Norwest and all such nonbank
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 Norwest may not
have the resources to provide it. Any capital loans by Norwest to any of the
subsidiary banks are subordinate in right of payment to deposits and to certain
other
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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.
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. Norwest, as the sole shareholder of most of its
subsidiary banks, is subject to such provisions.
CAPITAL REQUIREMENTS
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital to risk-adjusted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
is 8%. At least half of the total capital is to be comprised of common stock,
minority interests, and noncumulative perpetual preferred stock ("Tier 1
capital"). The remainder ("Tier 2 capital") may consist of hybrid capital
instruments, perpetual debt, mandatory convertible debt securities, a limited
amount of subordinated debt, other preferred stock, and a limited amount of the
allowance for credit losses. In addition, the Federal Reserve Board's minimum
"leverage ratio" (the ratio of Tier 1 capital to quarterly average total assets)
guidelines for bank holding companies provide for a minimum leverage ratio of 3%
for bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. All other bank holding companies are
required to maintain a leverage ratio of 3% plus an additional cushion of 1% to
2%. The guidelines also provide that banking organizations experiencing
internal growth or making acquisitions are 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
Norwest's banking subsidiaries is also subject to capital requirements adopted
by applicable regulatory agencies which are substantially similar to the
foregoing. At June 30, 1995, Norwest's Tier 1 and total capital (the sum of
Tier 1 and Tier 2 capital) to risk-adjusted assets ratios were 8.04% and 10.18%,
respectively, and Norwest's leverage ratio was 5.85%. Neither Norwest nor any
subsidiary bank has been advised by the appropriate federal regulatory agency of
any specific leverage ratio applicable to it.
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FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take "prompt corrective
action" in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a leverage ratio of at least 5%, a risk-adjusted
Tier 1 capital ratio of at least 6%, and a risk-adjusted total capital ratio of
at least 10%, and is not subject to a directive, order, or written agreement to
meet and maintain specific capital levels. An insured depository institution is
defined to be adequately capitalized if its meets all of its minimum capital
requirements as described above. An insured depository institution will be
considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a risk-adjusted total capital ratio of
less than 6%, risk-adjusted Tier 1 capital ratio of less than 3%, or a leverage
ratio of less than 3%, and critically undercapitalized if it fails to maintain a
level of tangible equity equal to at least 2% of total assets. An insured
depository institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a
wide range of limitations on operations and activities, including growth
limitations, and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that each federal
banking agency prescribe standards, by regulation or guideline, for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset quality, earnings, stock valuation, and
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such other operational and managerial 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 internal and external 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. On July 10, 1995, the federal banking agencies
published the final rules implementing three of the safety and soundness
standards required by FDICIA, including operational and managerial standards,
asset quality and earnings standards, and compensation standards. The impact of
such standards on Norwest has not yet been fully determined, but management does
not believe it to be material.
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, 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 a person engaged in the
business of placing 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 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 not received a waiver from the FDIC may 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, 1995, all of Norwest'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 BIF
increased as part of the adoption by the FDIC of a transitional risk-based
assessment system. In June 1993, the FDIC published final regulations making the
transitional system permanent effective January 1, 1994, but left open the
possibility that it may consider expanding the range between the highest and
lowest assessment rates at a later date. An institution's risk category is based
upon whether the institution is well capitalized, adequately capitalized, or
less than adequately capitalized. Each insured depository institution is also to
be assigned to one of the following "supervisory subgroups": Subgroup A, B, or
C. Subgroup A institutions are financially sound institutions with few minor
weaknesses; Subgroup B institutions are institutions that demonstrate weaknesses
which, if not corrected, could result in significant deterioration; and Subgroup
C institutions are institutions for which there is a substantial probability
that the FDIC will suffer a loss in connection with the institution unless
effective action is taken to correct the areas of weakness. Based on its capital
and supervisory subgroups, each BIF member institution was assigned an annual
FDIC assessment rate ranging from 23 cents per $100 of domestic deposits (for
well capitalized Subgroup A institutions) to 31 cents (for undercapitalized
Subgroup C institutions). Adequately capitalized institutions were assigned
assessment rates ranging from 26 cents to 30 cents. The FDIC has issued
regulations that, effective September 30, 1995, would assign an annual FDIC
assessment rate for BIF member institutions ranging from 4 cents per $100 of
domestic deposits (for well capitalized Subgroup A institutions) to 31 cents
(for
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undercapitalized Subgroup C institutions). Deposits insured by SAIF held by
Norwest bank subsidiaries as the result of previous acquisitions of savings
associations by Norwest continue to be assessed at the applicable SAIF insurance
premium rates, which currently are equal to the higher BIF insurance premium
rates in effect prior to the FDIC's reduction in such rates as of September 30,
1995. Norwest incurred $79.2 million of FDIC insurance expense in 1994.
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of Norwest's Common Stock as of August 1, 1995 (the
effective date of Norwest's acquisition of Valley-Hi) 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 AND
NAME (1) TO BE OFFERED HEREBY (2)
-------- -------------------------
<S> <C>
Ray Ellison Trust Number One 364,254 (3)
John H. (Jack) Willome 27,410
Jack E. Biegler 18,168
Jack Robinson 18,168
All Selling Stockholders
as a group (4 persons) 428,000
</TABLE>
- --------------------------
(1) The trust and persons named as Selling Stockholders in the above table held
all of the outstanding stock of Valley-Hi and the Bank prior to the
Acquisition. Except as may be otherwise indicated in the footnotes to the
above table, the Selling Stockholders have sole voting and investment power
with respect to the shares of Norwest Common Stock shown above opposite
their respective names.
(2) The shares of Norwest Common Stock owned by the Selling Stockholders named
above include 23,000 shares (the "Escrowed Shares") deposited in escrow
pursuant to an Escrow Agreement dated as of July 31, 1995 to provide for the
indemnification of Norwest and its affiliates, including Valley-Hi and the
Bank, against certain potential federal tax liabilities that may arise
subsequent to Norwest's acquisition of Valley-Hi and the Bank pursuant to a
related Tax Indemnification Agreement also dated July 31, 1995 to which the
Selling Stockholders are also parties. See "Certain Relationships and
Transactions--Tax Indemnification Agreement" below. The number of shares of
Norwest Common Stock owned by each of the Selling Stockholders held in
escrow pursuant to the Escrow Agreement are as follows: Ray Ellison Trust
Number One -- 19,578 shares; John H. (Jack) Willome -- 1,472 shares; Jack E.
Biegler -- 975 shares; and Jack Robinson -- 975 shares. The Selling
Stockholders hold sole voting power and have the right to receive all cash
dividends with respect to the Escrowed Shares registered in their respective
names. Until distribution of the Escrowed Shares occurs pursuant to the
Escrow Agreement, the Selling Stockholders cannot dispose of the Escrowed
Shares.
(3) Ray Ellison Trust Number One ("Ellison Trust No. 1"), is a revocable, inter
vivos trust, the grantor and sole beneficiary of which is Ray Ellison. The
trustees of the Ellison Trust No. 1 are three individuals, one of whom is
Bonnie Ellison, the adult daughter of Mr. Ellison. The trustees share
voting power with respect to the shares of Norwest Common Stock held by the
Ellison Trust No. 1.
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By virtue of his power to revoke the trust, Mr. Ellison may be considered to
share investment power with respect to the shares of Norwest Common Stock
held by the Ellison Trust No. 1 and offered hereby, and may thus be deemed
to share beneficial ownership of such shares with the trust and to be
considered a Selling Stockholder hereunder with the Ellison Trust No. 1.
As described more fully below under the heading, "Investment Agreement--
Distribution and Transfer Restrictions," the Ellison Trust No. 1 may assign
its rights to transfer its shares of Norwest Common Stock offered hereby
without restriction to Mr. Ellison as its sole beneficiary, or to "Ray
Ellison Trust Number 2," a related trust ("Ellison Trust No. 2")
(collectively, the "Ellison Trusts") and its beneficiaries. As currently
structured, in the event of Mr. Ellison's death, the shares of Norwest
Common Stock shown above as held by Ellison Trust No. 1 would be transferred
by will to Ellison Trust No. 2, the primary beneficiaries of which are
Bonnie Ellison and Ray Ellison, Jr., Mr. Ellison's adult son. As a result,
such transferees effectively would be substituted for Ellison Trust No. 1 as
Selling Stockholders, and be permitted to sell any shares so transferred
pursuant this Prospectus and the more favorable transfer restrictions under
the Investment Agreement applicable only to the shares held by Ellison
Trusts.
INVESTMENT AGREEMENT
In connection with the Acquisition of Valley-Hi and the Bank by Norwest,
the Selling Stockholders entered into the Investment Agreement with Norwest,
pursuant to which the shares offered and sold by the Selling Stockholders hereby
were issued. Under the terms of the Investment Agreement, Norwest agreed to
register the shares to be issued to the Selling Stockholders in the Acquisition
for re-sale to the public pursuant to the Securities Act of 1933 (the
"Securities Act") and 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
acquire or pledge) any of such shares, except in compliance with the Investment
Agreement, the Securities Act, and the rules and regulations promulgated
thereunder. As described more fully under the heading "Distribution and
Transfer Requirements" and "Assignment" below, the Investment Agreement contains
provisions relating to, among other matters, the manner in which shares may be
distributed, procedures which must be followed by a Selling Stockholder in
connection with any proposed sale or other transfer of the shares of Norwest
Common Stock acquired pursuant to the Investment Agreement and any assignment of
such rights under the Investment Agreement.
Distribution and Transfer Requirements. The Investment Agreement provides
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. Norwest has the right to refuse to transfer any shares
sold by a Selling Stockholder pursuant to the Investment Agreement and this
prospectus if such Selling Stockholder does not comply with the transfer
procedures set forth in the Investment Agreement. Under these requirements,
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each Selling Stockholder must provide five business days written notice
(referred to in the Investment Agreement as the "Notice Period") to Norwest of
any proposed sale or other transfer of the shares offered by the Selling
Stockholders pursuant to this Prospectus. Following receipt of this notice,
Norwest must notify the Selling Stockholder proposing to make the transfer of
shares by 5:00 p.m., Minneapolis, Minnesota time on the last day of the Notice
Period, 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 Norwest has provided the Selling Stockholder a certificate stating
that it would be detrimental to Norwest and its stockholders for the Selling
Stockholder to immediately proceed with the proposed transfer. If Norwest
provides such certificate, Norwest may defer any proposed transfer for one or
more successive 30 day periods. If Norwest does not defer the proposed sale or
other transfer, then the Selling Stockholder must complete the proposed sale or
transfer by the fifth business day after the end of the Notice Period.
In addition, the Investment Agreement specifies certain minimums for the
Selling Stockholders as to the frequency of Transfers and the number of shares
that may be included in any single transfer. Generally, each Selling
Stockholder (other than the Ellison Trust No. 1, Ellison Trust No. 2, any
successor trusts, certain assignees and/or beneficiaries of such trusts, as
described in footnote (3) to the Selling Stockholders' table), may sell or
otherwise transfer not less than 2,000 of the shares of Norwest Common Stock
held by him per Transfer, with not more than one Transfer to occur every three
months in any twelve-month period, beginning on ______________, 1995, (the date
the registration statement registering the shares offered hereby became
effective) and ending on the earlier of either the date all such shares are sold
pursuant to this Prospectus or the date such shares may be sold in a public
distribution pursuant to Rule 144 of the Securities Act. This period during
which Transfers must comply with the terms of the Investment Agreement is
referred to as the "Effective Period." During the Effective Period, the Ellison
Trusts and any permitted assignee of the Trusts, as a group, and the
beneficiaries of Ellison Trust No. 2 individually (if and when any shares that
may in the future be held by Ellison Trust Number 2 are distributed to them) may
sell or otherwise transfer shares held by them in an amount per Transfer not
less than 10,000 shares, with not more than one such Transfer to occur every 45
days. See Footnote (3) to the Selling Stockholder table for information about
Ellison Trusts, and the Ellison Trust No. 2 beneficiaries.
Notwithstanding the limitations on Transfers described in this Prospectus,
a Selling Stockholder has the right to transfer his shares during a period
commencing on the fifth business day after each date on which Norwest files its
annual report on Form 10-K, its quarterly reports on Form 10-Q, or at Norwest's
option, current reports on Form 8-K containing certain financial information and
ending on the tenth business day following such date, provided that the Selling
Stockholder has first given Norwest the written notice described above and
Norwest 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
Norwest 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 Norwest's Common Stock as a condition to
completing the transfer.
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Assignment. The right of the Selling Stockholders named in this Prospectus
to transfer their shares pursuant to the Investment Agreement is generally not
assignable by operation of law or otherwise, without Norwest's consent. Such
consent is not required, however, in the case of a transfer by bequest, devise,
inheritancy, laws of intestacy, or gift, or in the event of a transfer by
Ellison Trust No. 1 to its beneficiaries (currently, the sole beneficiary of
Ellison Trust No. 1 is Mr. Ellison), or to Ellison Trust No. 2 or to any of its
beneficiaries.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Indemnification Agreement. As a condition to Norwest's consummation of the
Valley-Hi acquisition, Norwest required the Selling Stockholders to enter into
an indemnification agreement with Norwest dated as of July 31, 1995, (the
"Indemnification Agreement") with respect to certain additional taxes, including
interest, penalties and expenses (referred to as a "Tax Loss") that may be owed
in the future. Under the terms of the Indemnification Agreement, the Selling
Stockholders agreed to indemnify and hold harmless Norwest, its subsidiaries
(including Valley-Hi and its affiliates), and their respective successors,
directors, officers, employees, and agents from, and to assume liability for any
such "Tax Loss" incurred by Norwest and/or Valley-Hi for the tax year in which
the Acquisition occurred, up to the maximum value of certain "Escrowed Shares"
described below. Norwest has agreed to provide the Selling Stockholders with
notice of any tax claim by the Internal Revenue Service which could result in a
Tax Loss in a timely manner to allow the Selling Stockholders, with certain
limitations, to contest such a claim at their expense (subject to Norwest's
right to participate in such a contest).
In order to provide for a mechanism by which the Selling Stockholders'
could satisfy any such indemnification obligation, and also as a condition to
the consummation of Norwest's acquisition of Valley-Hi, the Selling Stockholders
executed an Escrow Agreement, also dated as of July 31, 1995 (the "Escrow
Agreement"). The Escrow Agreement which provides for the escrow with Norwest
Bank Minnesota, N.A. as Escrow Agent of the 23,000 Escrowed Shares of Norwest
Common Stock received by the Selling Stockholders in the Acquisition until March
15, 1999, unless the Escrowed Shares are earlier distributed upon notice to the
Escrow Agent that a Tax Loss or the certain other events specified in the Escrow
Agreement have occurred. Under the terms of the Escrow Agreement, the Escrow
Agent is instructed, upon its receipt of a notice of a Tax Loss, to distribute
to Norwest that number of Escrowed Shares computed by dividing the amount of the
Tax Loss by $23.00, and then rounding that number to the nearest whole share.
In the event of a partial distribution of the Escrowed Shares to Norwest, each
Selling Stockholder will contribute to such distribution that number of Escrowed
Shares computed based its or his proportionate interest in the Escrowed Shares.
The Selling Stockholders retain the sole right to vote and receive cash
dividends on the Escrowed Shares, but have no power to dispose of all or any
part of the Escrowed Shares, until termination of the escrow and distribution to
Norwest and the Selling Stockholders of the Escrowed Shares pursuant to the
Escrow Agreement. See footnote (2) to the Selling Stockholders' table above for
additional information regarding the Escrowed Shares.
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Former Directors and Executive Officers. At the time of the acquisition of
Valley-Hi and the Bank by Norwest in August 1995, Jack E. Biegler served as the
sole director and president of Valley-Hi. Mr. Biegler resigned his positions as
directors and president effective upon the consummation of Norwest's acquisition
of Valley-Hi.
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
Norwest's Certificate of Incorporation authorizes the issuance of
500,000,000 shares of Common Stock, par value $1 2/3 per share, 5,000,000 shares
of preferred stock, without par value ("Preferred Stock"), and 4,000,000 shares
of preference stock ("Preference Stock"). At June 30, 1995, 338,450,558 shares
of Common Stock were issued, of which 325,026,015 were outstanding, and
13,424,543 were held as treasury shares, and 3,304,666 shares of Preferred Stock
were outstanding, consisting of 1,127,125 shares of 10.24% Cumulative Preferred
Stock, 980,000 shares of Cumulative Tracking Preferred Stock (of which 25,000
shares are held by a subsidiary of Norwest), 1,140,875 shares of Cumulative
Convertible Preferred Stock, Series B ("Norwest Series B Preferred"), and 13,647
shares of ESOP Cumulative Convertible Preferred Stock, and 43,019 shares of 1995
ESOP Cumulative Convertible Preferred Stock. On July 28, 1995, Norwest gave
notice to the holders of the Norwest Series B Preferred that the Norwest Series
B Preferred would be redeemed by Norwest on September 1, 1995. Pursuant to the
terms of the Norwest Series B Preferred, the holders of substantially all of the
Norwest Series B Preferred converted such Preferred Stock into Norwest Common
Stock on or prior to September 1, 1995. The shares of Norwest Series B
Preferred that remained outstanding on September 1, 1995, were redeemed by
Norwest. In addition, 1,250,000 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 Norwest (the "Rights Agreement"). Norwest
has also authorized for issuance from time to time
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and registered with the Commission an additional 1,700,000 shares of Preferred
Stock. Norwest has also authorized for issuance from time to time and registered
or filed for registration with the Commission, pursuant to two universal shelf
registration statements, an indeterminate number of securities (the "Shelf
Securities") with an aggregate initial offering price, as of the date of this
Prospectus, not to exceed $2,350,000,000. The Shelf Securities may be issued as
Preferred Stock or as securities convertible into shares of Preferred Stock and
Preference Stock or Common Stock. Based on the number of shares of Preferred
Stock authorized for issuance under the Norwest Certificate as of June 30, 1995,
the maximum number of shares of Preferred Stock, Preference Stock and Common
Stock, respectively, that could be issued pursuant to the effective shelf
registration statements, when added to shares of Preferred Stock, Preference
Stock and Common Stock already reserved for issuance, issued, or outstanding,
could not exceed respectively, 5,000,000 shares of Preferred Stock, 4,000,000
shares of Preference 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 Norwest's Board of Directors 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 Norwest's Board of Directors
without stockholder action. Although Norwest 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 Norwest's Board of Directors out of funds legally available for that purpose.
For information concerning legal limitations on the ability of Norwest's banking
subsidiaries to supply funds to Norwest, 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 Norwest, 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 Norwest. 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 Norwest'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
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entitles the registered holder to purchase one four-hundredth of a share of
Norwest'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 Norwest
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 Norwest and its stockholders against
coercive takeover tactics. The purpose of the Rights is to encourage potential
acquirors to negotiate with Norwest'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
Norwest, 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
Norwest, 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 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
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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 Norwest or the
sale of 50% or more of the assets or earning power of Norwest, 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 Norwest. 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 Norwest'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
Norwest. At June 30, 1995, Mr. Stroup was the owner of approximately 108,607
shares and held options to acquire 327,410 additional shares of Norwest's Common
Stock.
EXPERTS
The consolidated financial statements of Norwest and subsidiaries as of
December 31, 1993 and 1994, and for each of the years in the three-year period
ended December 31, 1994, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
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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 Norwest Corporation ("Norwest") in connection with
distribution of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 4,446.05
Legal Fees and Expenses 8,000.00
Accounting Fees and Expenses 3,500.00
Blue Sky Fees and Expenses 3,000.00
Miscellaneous 1,200.00
----------
Total $20,146.05
</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 provides for broad indemnification of directors and
officers of Norwest.
ITEM 16. EXHIBITS
3.1 -- Restated Certificate of Incorporation (As Amended) (incorporated
herein by reference to Exhibit 3(b) to Norwest's Current Report on
Form 8-K dated June 28, 1993).
3.1.1 -- Certificate of Designation of powers, preferences, and rights of
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).
3.1.2 -- Certificate of Designation of powers, preferences, and rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3. -- Certificate of Designation of powers, preferences, and rights of
Norwest's 1995 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, 1995).
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3.1.4 -- Certificate of Amendment to Certificate of Incorporation (incorporated
herein by reference to Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995).
3.1.5 -- Certificate Eliminating the Certificate of Designations with respect
to the Cumulative Convertible Preferred Stock, Series B (incorporated
herein by reference to Exhibit 2 to Norwest's Current Report on Form
8-K dated November 1, 1995).
3.2 -- 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).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., (incorporated herein by reference to Exhibit 1 to
Norwest's Form 8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement
(incorporated herein by reference to Exhibit 3 to Norwest's Form 8
dated July 21, 1989).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest.
10.1 -- Investment Agreement dated as of July 31, 1995 among Norwest, Ray
Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July 31, 1995 among Norwest,
Ray Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler,
and Jack Robinson.
10.3 -- Escrow Agreement dated as of July 31, 1995 among Norwest, Ray
Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit 5
filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial statements of
Norwest).
24 -- Powers of Attorney.
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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 2nd day of November, 1995
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 2nd day of November, 1995, 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 )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON )
REATHA CLARK KING )
RICHARD M. KOVACEVICH ) A majority of the Board of Directors*
RICHARD S. LEVITT )
CYNTHIA H. MILLIGAN )
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
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------ ----------- --------
3.1 -- Restated Certificate of Incorporation (As Amended)
(incorporated herein by reference to Exhibit 3(b)
to Norwest's Current Report on Form 8-K dated
June 28, 1993.
3.1.1 -- 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.
3.1.2 -- Certificate of Designations of Powers, Preferences,
and Rights of Norwest Cumulative Tracking Preferred
Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated
January 9, 1995).
3.1.3. -- Certificate of Designation of powers, preferences,
and rights of Norwest's 1995 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, 1995).
3.1.4 -- Certificate of Amendment to Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3 to Norwest's Current Report on Form
8-K dated July 3, 1995).
3.1.5. -- Certificate Eliminating the Certificate of
Designations with respect to the Cumulative
Convertible Preferred Stock, Series B (incorporated
herein by reference to Exhibit 2 to Norwest's
Current Report on Form 8-K dated November 1, 1995).
3.2 -- 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).
4 -- Rights Agreement, dated as of November 22, 1988,
between Norwest and Citibank, N.A., (incorporated
herein by reference to Exhibit 1 to Norwest's Form
8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to
Rights Agreement (incorporated herein by reference
to Exhibit 3 to Norwest's Form 8 dated July 21,
1989).
II-5
<PAGE>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------- ----------- -------
4.2 -- Certificate of Adjustment dated June 28, 1993, to
Rights Agreement (incorporated by reference to
Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Electronic
Norwest. Transmission
10.1 -- Investment Agreement dated as of July 31, 1995 Electronic
among Norwest, Ray Ellison Trust Number One, Transmission
John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July Electronic
31, 1995 among Norwest, Ray Ellison Trust Number Transmission
One, John H. (Jack) Willome, Jack E. Biegler,
and Jack Robinson.
10.3 -- Escrow Agreement dated dated as of July 31, 1995 Electronic
among Norwest, Ray Ellison Trust Number One, Transmission
John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included Electronic
as part of Exhibit 5 filed herewith). Transmission
23.2 -- Consent of KPMG Peat Marwick LLP (relating to Electronic
financial statements of Norwest). Transmission
24 -- Powers of Attorney. Electronic
Transmission
- -------------
*Parenthetical references to exhibits in the description of Exhibits 3.1,
3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.2, 4, 4.1, and 4.2 are incorporated by
reference from such exhibits to the indicated reports of Norwest filed with
the Securities and Exchange Commission under File No. 1-2979.
II-6
<PAGE>
EXHIBIT 5
November 1, 1995
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 428,000 shares of the Common Stock, par value $1 2/3 (the
"Shares"), of Norwest Corporation, a Delaware corporation ("Norwest"), issued in
connection with the acquisition by Norwest of Valley-Hi Investment Company, a
Colorado corporation, and Valley-Hi National Bank, its bank subsidiary (the
"Acquisition"), I have examined such corporate records and other documents,
including the Registration Statement on Form S-3 relating to the Shares, and
have reviewed such matters of law as I have deemed necessary for this opinion,
and I advise you that in my opinion:
1. Norwest is a corporation duly organized and existing under the laws
of the State of Delaware.
2. All necessary corporate action was taken on the part of Norwest to
authorize the issuance of the Shares in connection with the Acquisition, and
accordingly, the Shares have been legally and validly issued, and constitute
fully paid and nonassessable shares of the Common Stock of Norwest.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
Stanley S. Stroup
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 10.1
INVESTMENT AGREEMENT
This Investment Agreement dated as of July 31, 1995, between NORWEST
CORPORATION, a Delaware corporation ("Norwest"), and the undersigned
shareholders of VALLEY-HI INVESTMENT COMPANY ("the Company"), a Texas
corporation (collectively, the "Shareholders").
WHEREAS Norwest and the Company are parties to an Agreement and Plan of
Reorganization dated as of March 21, 1995, (the "Reorganization Agreement")
providing for the merger of a wholly-owned subsidiary of Norwest with and into
the Company (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,
WHEREAS the Reorganization Agreement provides 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
consummation of the Merger but that the Shares will be subject to registration
rights as set forth in this Investment Agreement,
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,
WHEREAS it is the parties' intention that the Merger 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, and
WHEREAS as a condition to Norwest's agreement to grant the registration
rights set forth herein, Norwest is requiring that each of the Shareholders
provide and enter into certain representations, warranties, agreements, and
indemnifications in connection with the transfer of the Shares and the
qualification of the Merger as a tax-free reorganization under the Code.
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 the Common Stock of the
Company held by each of the Shareholders, each of the Shareholders, with respect
to himself or itself, represents and warrants to, or agrees with, Norwest as
follows:
<PAGE>
(a) Ownership of Shares. As of the date hereof, each Shareholder: (i)
holds of record or beneficially that number of shares of the Common Stock of the
Company set forth opposite his or its name on Schedule 1(a) to this Investment
Agreement ( the "Company Shares"); (ii) has good title to all Company Shares
held by such Shareholder, free and clear of all liens, claims, and encumbrances,
except as set forth on Schedule 1(a); and (iii) is domiciled, for purposes of
compliance with blue sky filing requirements in paragraph 2(e), in the state
shown opposite each Shareholder's name on Schedule 1(a).
(b) Information with respect to Norwest. Norwest has furnished to each of
the Shareholders, and each of the Shareholders has received and reviewed, either
alone or with the assistance of counsel or his or her regular financial advisor,
prior to the date on which shareholder approval of the Merger was obtained by
the Company (the "Shareholder Approval Date"), each of the following documents:
(i) Norwest's annual report on Form 10-K for the year ended December 31, 1994,
(ii) each of Norwest's quarterly reports on Form 10-Q filed with the Securities
and Exchange Commission (the "SEC") for each of the quarters between January 1,
1995 and the Shareholder Approval Date, (iii) Norwest's annual report to
shareholders for its most recently completed fiscal year and its notice and
proxy statement for its most recent annual meeting of stockholders, 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 "Exchange
Act") from January 1, 1995 to the Shareholder Approval Date.
(c) 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 Shares12o 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 this Investment
Agreement and the Registration Statement (as defined below), or sales
pursuant to this Investment Agreement which are otherwise in compliance
with the Securities Act and the rules and regulations promulgated
thereunder), and (3) agrees that, for a period of two (2) years from the
date the Shares are issued, 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, other than in compliance with the Reorganization
Agreement, this Investment Agreement, the Registration Statement (as
hereinafter defined) and the Securities Act and the rules and regulations
promulgated thereunder.
(ii) Tax Matters. Each of the Shareholders represents and warrants to
Norwest and to each other Shareholder who is a party to this Investment
Agreement that there is no present plan or intention by him or it to sell,
exchange, or otherwise
2
<PAGE>
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 (as
defined in the Reorganization Agreement), of less than 50 percent of the
"Exchanged Value". For the purposes of this Investment Agreement, the term
"Exchanged Value" shall be the aggregate value as of the Effective Date of
the Merger of the cash, Norwest Common Stock and other property received by
the Shareholders in exchange for the formerly outstanding stock of the
Company and pursuant to the exercise of dissenters' rights.
(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, (2)
are subject to certain restrictions on transfer as set forth in Exhibit B
to the Reorganization Agreement, and (3) that the certificates evidencing
the shares will bear the following restrictive legend:
"The shares represented by this certificate were issued in
connection with the merger described in that certain Agreement and
Plan of Reorganization and related Agreement and Plan of Merger dated
March 21, 1995, by and between Norwest Corporation ("Norwest") and
Valley-Hi Investment Company and are subject to certain restrictions
on transfer set forth in that certain Investment Agreement dated July
31, 1995 and the shareholders named therein (the "Investment
Agreement"), and were issued without registration under the Securities
Act of 1933, as amended (the "Securities Act") in reliance on one or
more exemptions therefrom. These shares may not be sold or otherwise
transferred except pursuant to a registration statement under the
Securities Act, or upon receipt by Norwest Corporation of an opinion
of counsel reasonably satisfactory to it that an exemption from
registration under the Securities Act is available, and except in
compliance with the Investment Agreement.
(iv) 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.
(d) 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 state
securities 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 federal and state securities laws. Each Shareholder warrants that
all information to be
3
<PAGE>
furnished by the Shareholder to Norwest pursuant to this paragraph 1(d) shall be
true and correct.
(e) Compliance with Securities Law and Transfer Requirements. Each
Shareholder agrees with Norwest that the Shareholder will fully comply with all
requirements under the Securities Act and the Exchange Act, including without
limitation the prospectus delivery requirements under the Securities Act and the
provisions of Rule 10b-6 of the Exchange Act, in connection with any sale or
distribution of the Shares pursuant to the Registration Statement, and with the
Transfer procedures set forth in paragraph 3 hereof. Each Shareholder further
agrees that no Transfer of the Shares may be made 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 derivative
securities are listed on an options or other securities exchange.)
(f) 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 the
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.
2. REGISTRATION PROCEDURES AND EXPENSES. Following the Effective Date of
the Merger, Norwest agrees to take the following actions:
(a) Filing and Effectiveness of Registration Statement. Norwest hereby
represents and warrants to Shareholders that as of the date of this Agreement,
Norwest qualifies for the use of Form S-3 under the Securities Act for the
transactions contemplated herein. Subject to paragraph 2(b) below, Norwest will
prepare and file with the SEC a registration statement on Form S-3 or on such
other short form registration statement as may be then available to Norwest
covering all of the Shares (the "Registration Statement") within 90 days
following the Effective Date of the Merger, and shall use its best efforts to
cause the Registration Statement to become effective as soon as practicable
thereafter; provided, however, that Norwest shall have the right to delay such
filing and/or effectiveness (i) until the Selling Stockholders and their counsel
(if any) have reviewed and approved the information included in the Registration
Statement about the Selling Stockholders; or (ii) in order to qualify the
initial issuance of the Shares for one or more exemptions from registration
under the Securities Act and to comply with any requirements imposed by the SEC
on the registrations of securities for re-sale.
4
<PAGE>
(b) Additional Right to Delay Effectiveness of Registration. In addition
to the rights granted in Section 2(a), Norwest shall have the right to delay
effectiveness of the Registration Statement for up to three successive 30-day
periods, provided, however, that prior to each such 30-day deferral, Norwest
shall have delivered, to the Shareholder a certificate signed by the Chairman,
the President, or any Executive Vice President 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 effectiveness of such
Registration Statement.
(c) 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 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, file and cause to become
effective a subsequent registration statement on Form S-3 or on such other form
as may be then available to Norwest covering the Shares to permit the Transfer
(as defined in paragraph 3(a)(i) 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(c) is herein referred to as the "Effective Period".
(d) Copies of Prospectus. Norwest shall furnish to the Shareholders with
respect to the Shares registered on such Registration Statement copies of the
preliminary prospectuses and 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.
(e) Blue Sky Filings. Norwest shall file documents required of Norwest for
routine blue sky clearance in the state of Texas, or such other state in which a
Shareholder may be domiciled, except that Norwest shall not be required to
obtain blue sky clearance for the Shares in any other 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 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.
(f) 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
5
<PAGE>
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.
(g) 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.
3. TRANSFERS OF SHARES AFTER REGISTRATION; LIMITATIONS ON TRANSFERS;
AMENDED REGISTRATION STATEMENT.
(a)(i) Transfers. The Shareholders agree that none of them will effect any
disposition of any of the Shares or any interest therein for value, whether by
sale, assignment, pledge, or otherwise (a "Transfer") unless such Shareholder
has complied with the provisions of this paragraph 3. Each Shareholder agrees
that no Transfer of the Shares may be made during the Effective Period, unless
the Shareholder desiring to make a Transfer shall have first given Norwest five
(5) business days (the "Notice Period") written notice of the proposed Transfer
prior to the date the proposed Transfer will occur, which notice shall be in the
form attached hereto as Exhibit A (the "Transfer Notice"), and Norwest does not
elect in writing as provided in paragraph 3(b) below to defer any such proposed
Transfer. The Transfer Notice to Norwest shall be deemed to have been given to
Norwest, for purposes of computing the Notice Period, on the date Norwest
actually receives the Transfer Notice. The Transfer Notice shall specify the
number of Shares proposed to be transferred, and identify the registered broker-
dealer(s) (if applicable) who will effect the Transfers. If any Transfer is to
be made otherwise than pursuant to the Registration Statement and the prospectus
included therein, the Transfer Notice shall also describe the manner in which
such Transfer is to be made, and 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 federal and
state securities laws. For purposes of this Investment Agreement, a Transfer
shall be deemed to have occurred on the date (A) the order to sell any Shares is
placed with a registered broker-dealer, or (B) Shareholder enters into any
agreement or undertaking (other than in the circumstances described in clause
(A) above) pursuant to which the Shareholder becomes irrevocably and
unconditionally committed to dispose of any Shares. A pledge of any Shares to a
third party for purposes of security (a "Pledge") shall not be deemed a Transfer
for purposes of this paragraph 3 if the Shareholder making the Pledge has
delivered to Norwest a notice in the form attached hereto as Exhibit C and the
opinion of counsel referred to above in this paragraph 3(a) prior to the Pledge.
(a)(ii) Limitations of Number of Transfers. Each Shareholder, other than
the Ray Ellison Trust Number One (the "Trust") as provided below, agrees that
(i) a Transfer Notice may not be given to Norwest and a Transfer may not be made
more frequently than once every three months in any twelve month period elapsing
during the Effective Period and (ii) any proposed transfer shall be for not less
than 2,000 Shares per Transfer. The
6
<PAGE>
Trust, The Ray Ellison Trust Number Two ("Trust Two"), any successor trust to
either of the foregoing, and except as provided below with respect to certain
beneficiaries, any one or more permitted assignees of the Trust pursuant to
Section 8 hereof, when considered as a whole, may give a Transfer Notice to
Norwest and make a Transfer of the Shares not more frequently than once every 45
days in any twelve-month period elapsing during the Effective Period, with any
such Transfer to cover not less than 10,000 shares. Notwithstanding the
foregoing, the two children of Ray Ellison, the grantor of the Trust and of
Trust Two, who are beneficiaries of Trust Two, following the distribution to
them of any Shares then held by Trust Two, shall each be entitled to make the
maximum number of Transfers permitted under this sub-paragraph(ii) of Section
3(a) in a twelve-month period, without regard to the number of Transfers made by
Trust Two or the other beneficiary thereof in the same twelve-month period,
subject, however, to any other limitations on, or requirements for such
Transfers set forth in sub-paragraph (ii) or in this Investment Agreement.
(b) Notice of Deferral of Proposed Transfer. If Norwest elects to defer
the proposed Transfer as provided in paragraph 3 (c) or 3(d) below, then on or
before 5:00 p.m. (Minneapolis, Minnesota time) on the date the Notice Period
expires, Norwest shall notify the Shareholder from whom the Transfer Notice was
received (the "Transferring Shareholder") that the proposed Transfer must be
deferred either (A) because, in the opinion of Norwest's counsel, the
Registration Statement may be 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 Exchange Act, or (B) because Norwest
has given the Shareholders the certificate described in paragraph 3(d) below.
If Norwest does not elect to defer the proposed Transfer, then Norwest will so
advise the Transferring Shareholder in writing on or before the date and time
the Notice Period expires, and such Transfer must thereafter be completed as set
forth in the Transfer Notice on or before the earlier of (A) the fifth business
day following the expiration of the Notice Period, or (B) the date the
Transferring Shareholder receives a certificate described in paragraph 3(d)
below. A Transfer to the public in an ordinary trading transaction will be
deemed to be "completed" for purposes of this paragraph on the date the order to
sell (the "trade") is executed by the broker-dealer.
(c) Right to Amend Registration Statement. If Norwest notifies the
Shareholders (whether or not Norwest has received a Transfer Notice) that the
Registration Statement may be 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 Exchange Act, then (i) Norwest shall,
within twenty (20) business days after the date of such notice, 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
Exchange Act, 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 pursuant to the
Registration Statement. Notwithstanding the foregoing, the obligation of
Norwest to file any amendment or supplement to the Registration Statement shall
not apply with respect to any amendment or
7
<PAGE>
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(20) business 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 pursuant to the Registration Statement.
(d) Right to Defer Transfer. If Norwest shall furnish to the Transferring
Shareholder a certificate signed by the Chairman, the President, or any
Executive Vice President of Norwest stating that in the good faith judgment of
Norwest, it would be materially detrimental to Norwest and its stockholders for
the Shareholder 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 Transferring 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. Notwithstanding any
exercise by Norwest of this deferral right, the Transferring Shareholders shall
have the right to effect a Transfer of the Shares during the period commencing
on the fifth business day after each date (a "Filing Date") on which Norwest
files with the SEC a quarterly report on Form 10-Q or an annual report on Form
10-K or, solely at Norwest's option a current report on Form 8-K, setting forth
its quarterly or annual summary statement of earnings (as may then be
applicable) and ending on the tenth business day following such date provided
that (i) the Transferring Shareholder has first given Norwest a Transfer Notice
not later than five 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 Transferring
Shareholder by delivering the certificate described in the first sentence of
this paragraph 3(d). Any such certificate delivered subsequent to a Filing Date
shall be effective only if based on events occurring or circumstances arising
subsequent to such Filing 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 in the form of Exhibit B
hereto, addressed to the Transfer Agent and Norwest and signed by the
Shareholder making the Transfer, 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
8
<PAGE>
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, and (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 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.
(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, trustee 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 information furnished to Norwest by
or on behalf of such Shareholder specifically for use in preparation of the
Registration Statement, or (ii) Transfers not in compliance with the terms of
this Investment Agreement.
(c) Indemnification of Norwest. Each Shareholder agrees 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,
9
<PAGE>
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 of a material fact made in reliance
upon and in conformity with information furnished by or on behalf of such
Shareholder specifically for use in preparation of the Registration Statement,
or (B) any Transfer by such Shareholder not in compliance with applicable
federal and state securities laws; and such 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.
(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) business 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 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. Except for a notice of deferral of a proposed Transfer by
Norwest under paragraph 3(b), 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 any one or all of the Shareholders:
Jack E. Biegler
P.O. Box 5250
San Antonio, Texas 78201
Telephone Number: (210) 349-1111
Facsimile Number: (210) 308-1306
10
<PAGE>
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
Telephone Number: (210) 736-8401
Facsimile Number: (210) 736-8400
with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
Telephone Number: (210) 226-4211
Facsimile Number: (210) 226-0521
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
Telephone Number: (210) 271-1700
Facsimile Number: (210) 271-1740
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 and the rights and
obligations of the Shareholder hereunder shall be binding upon and inure to the
benefit of 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,
except that such consent shall not be required in the event of transfer by
bequest, devise, inheritance or law of intestacy or gift or in the event of a
transfer by the Ray Ellison Trust Number One to any beneficiary of such trust or
to the Ray Ellison Trust Number Two or a transfer from the Ray Ellison Trust
Number Two to any beneficiary of such Trust. In the event of a transfer from
the Ray Ellison Trust Number Two to the beneficiaries of such Trust, the right
to make the number of transfers permitted under Section 3(a) above shall be
allocated equally between the beneficiaries of such Trust, or in such other
manner as the Trustees of the Ray Ellison Trust Number Two may designate in
writing.
11
<PAGE>
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 one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
11. CAPTIONS. The captions contained in this Investment Agreement are for
convenience of reference only and do not form a part of the Investment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Investment
Agreement as of the date first above written.
NORWEST CORPORATION SHAREHOLDERS
By: /s/ Kenneth R. Murray Ray Ellison Trust No. One
---------------------------
Its: Executive Vice President By: /s/ Ronald K. Calgaard
-------------------------- ---------------------------
As Trustee
By: /s/ A. Baker Duncan
---------------------------
As Trustee
By: /s/ Bonnie Ellison
---------------------------
As Trustee
/s/ John H. Willome
---------------------------
John H. Willome
/s/ Jack E. Biegler
---------------------------
Jack E. Biegler
/s/ Jack Robinson
---------------------------
Jack Robinson
[Signature Page to Investment Agreement]
12
<PAGE>
Schedule 1 (a)
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
NAME OF SHAREHOLDER HELD LIENS* STATE OF DOMICILE
- ------------------- -------------- ------ -----------------
<S> <C> <C> <C>
The Ray Ellison Trust
No. One 150,000 None Texas
John H. Willome 11,288 None Texas
Jack E. Biegler 7,481 None Texas
Jack Robinson 7,481 None Texas
</TABLE>
*
- ---------------
If none, so indicate. If the Company Shares are subject to one or more liens,
describe below.
<PAGE>
EXHIBIT A TO INVESTMENT AGREEMENT
NOTICE OF PROPOSED TRANSFER (SALE)
___________, 199_
Norwest Corporation
Norwest Center
6th Street and Marquette Avenue
Minneapolis, MN 55479-1026
Attn: Corporate Secretary
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement dated
July 31, 1995 relating to the Acquisition of VALLEY-HI INVESTMENT COMPANY
by Norwest Corporation
Ladies and Gentlemen::
I am a party to the above-referenced Investment Agreement and a "Selling
Stockholder" named in the form of prospectus included in the Registration
Statement on Form S-3 (the "S-3 Registration Statement") covering shares of the
common stock ($1 2/3 par value) (the "Common Stock") of Norwest Corporation
("Norwest") issued in connection with the above Acquisition. In accordance with
the provisions of Section 3 of the Investment Agreement, you are hereby notified
that I propose to sell shares (the "Shares") of Norwest Common Stock issued
to me in the Acquisition pursuant to the S-3 Registration Statement (the
"Proposed Transfer"). In connection with the Proposed Transfer, I intend to
place an order to sell the Shares with the registered broker-dealer identified
below upon expiration of the Notice Period described below.
Name of Selling Broker: _____________________________
Address: _____________________________
_____________________________
Contact Person: _____________________________
Telephone and Fax Nos.: _____________________________
I understand that (I) if, on or before 5:00 p.m. Minneapolis, Minnesota
time on the fifth business day from the date Norwest receives this Notice (the
"Notice Period"), Norwest notifies me by registered or certified first class
mail or by fax at the address and/or fax number
-1-
<PAGE>
listed below that the Proposed Transfer must be deferred pursuant to the
Investment Agreement (the "Deferral Notice") in the form set forth below, I WILL
NOT PROCEED WITH THE PROPOSED TRANSFER AS DESCRIBED IN THIS NOTICE; or (II) if
Norwest notifies me in the form set forth below on or before the time and day
referred to in clause (i) above that it has not elected to defer the Proposed
Transfer may be effected as outlined in this Notice, I MUST PLACE THE ORDER TO
SELL (THE "TRADE") THE SHARES WITH THE BROKER-DEALER AND THE TRADE MUST BE
EXECUTED NOT LATER THAN 5 BUSINESS DAYS AFTER THE DATE THE NOTICE PERIOD
EXPIRES, AND BEFORE I RECEIVE A DEFERRAL NOTICE, IF ANY, FROM NORWEST.
Norwest should send all notices contemplated by the Investment Agreement
and relating to Proposed Transfer to me at the address shown below:
--------------------------------------------
Street
--------------------------------------------
City State Zip Code
--------------------------------------------
Fax No.
If no address is provided, I understand Norwest will send the notice to the
address and/or fax number for notices to Shareholders shown in the Investment
Agreement.
I have reviewed the form of the Prospectus dated __________, 199_, and
hereby represent to Norwest that the information contained therein with respect
to me as a Selling Stockholder is true and correct as of the date hereof and
will be true and correct as of the date of the delivery of the Prospectus to the
purchaser of the Shares. In anticipation that Norwest will not require that the
Proposed Transfer be deferred, I will deliver a copy of the Prospectus to the
broker-dealer named above, with instructions that such Prospectus accompany or
precede the sale of the Shares to the purchaser thereof in accordance with
Section 5(b) of the Securities Act of 1933.
I further certify that the Proposed Transfer of the Shares is being made to
the public in an "ordinary trading transaction" (as that term is defined in
Section 1(e) of the Investment Agreement) in the State of ____________ in
accordance with an exemption from registration pursuant to the blue sky laws of
such state, and without using any special selling efforts or methods.
Very truly yours,
- -------------------------------
Name of Selling Stockholder
-2-
<PAGE>
NORWEST CORPORATION
NOTICE
(SELECT ONE)
1. Norwest Corporation does not elect to defer the Transfer described in
the above Notice dated ______________, 19___ from _________________________.
(name of Stockholder)
2. Norwest Corporation hereby elects to defer the Transfer described in
the above Notice dated _______________, 19___ from _______________________ until
(name of Stockholder)
_____________________, 19___ pursuant to Section 3(d) of the Investment
Agreement.
The certificate required by such Section 3(d) is enclosed.
3. Norwest Corporation hereby elects to defer the Transfer described in
the above Notice dated _______________, 19___ from _______________________ until
(name of Stockholder)
_____________________, 19___ pursuant to Section 3(o) in order to permit Norwest
Corporation to amend the Registration Statement.
NORWEST CORPORATION
By:
-----------------------------
Its:
-----------------------------
-3-
<PAGE>
EXHIBIT B TO INVESTMENT AGREEMENT
REPRESENTATION LETTER
___________________, 199_
Norwest Bank Minnesota, N.A.
Stock Transfer
161 North Concord Exchange
P.O. Box 738
South St. Paul, MN 55075-0738
Attn.: Ms. Nancy Rosengren
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement dated
July 31, 1995 relating to the Acquisition of VALLEY-HI INVESTMENT COMPANY
by Norwest Corporation
Ladies and Gentlemen:
I am a party to the above-referenced Investment Agreement and a "Selling
Stockholder" named in the form of prospectus included in that certain
Registration Statement on Form S-3 (the "S-3 Registration Statement"). In
accordance with the provisions of Section 3(e) of the Investment Agreement, you
are hereby notified that I have sold _______ shares (the "Shares") (the
"Transfer") of the common stock ($1 2/3 par value) (the "Common Stock") of
Norwest Corporation ("Norwest") pursuant to the S-3 Registration Statement.
In connection with this transfer, and as a requirement to the transfer of
the Shares sold to the purchaser by me, I hereby represent and warrant to you
and to Norwest as follows:
a. The Transfer was made to the public in an "ordinary trading
transaction" (as that term is defined in Section 1(e) of the Investment
Agreement) by the broker-dealer identified in the Notice of Transfer sent to
Norwest, without the use of special selling efforts or methods.
b. I have delivered, or caused the broker handling the sale to
deliver, prior to the sale of the Shares to the purchaser thereof, a copy of the
Prospectus included in the S-3 Registration Statement and have otherwise have
complied with all prospectus delivery requirements under the Securities Act of
1933 (the "Securities Act"). The Transfer of the Shares is not subject to the
provisions of Rule 10b-6 promulgated under the Securities Act of 1934 (the
"Exchange Act"), or if the Transfer is subject to Rule 10b-6, the Transfer has
been made in accordance with the requirements of such rule. I have further
complied with all other
<PAGE>
requirements of the Securities Act and the Exchange Act and the regulations
thereunder applicable to the Transfer.
c. The number of Shares being transferred, when added to any shares
previously transferred pursuant to the S-3 Registration Statement or the
Investment Agreement, do not exceed the number of shares set forth opposite my
name in the "Selling Stockholder" table in the Prospectus, and will not cause a
breach of any representation or warranty made by me in the Investment Agreement;
and
d. Norwest was given notice of the proposed Sale as required under
the Investment Agreement and did not object to the Transfer, and the Transfer
has been made in compliance with all the terms and provisions of the Investment
Agreement.
I hereby undertake to provide you with such other documentation as you may
require as Transfer Agent or as may be required under the Investment Agreement
in order to complete the transfer of the Shares.
Very truly yours,
- -----------------------
Name of Stockholder
-2-
<PAGE>
EXHIBIT C TO INVESTMENT AGREEMENT
NOTICE OF PROPOSED TRANSFER (PLEDGE)
____________________, 199_
Norwest Corporation
6th Street and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Laurel A. Holschuh
Senior Vice President
and Secretary
RE: Pledge and Consent Pursuant to an Investment Agreement dated July 31,
1995 relating to the Acquisition of VALLEY-HI INVESTMENT COMPANY by
Norwest Corporation
Ladies and Gentlemen:
I am entering into a loan transaction (the "Loan") with the financial
institution identified below (the "Bank") which Loan is to be secured by, among
other collateral, a pledge of _____ shares of the Common Stock of Norwest
Corporation (the "Shares") held by me to the Bank (the "Pledge"). The Shares
were issued to me without registration under federal and state securities laws
pursuant to that certain Investment Agreement dated July 31, 1995. The
certificates evidencing the Shares bear a restrictive legend to the effect that
any transfer of such Shares is restricted by, among other things, the provisions
of the Investment Agreement. Section 1(b)(i) of the Investment Agreement
provides that I ". . .will not, directly or indirectly,. . . pledge . . .any of
the Shares. . . " except in compliance with the Investment Agreement, among
other agreements. Section 3(a) of the Investment Agreement requires me to
deliver notice to Norwest of any proposed Pledge describing the proposed Pledge,
together with an opinion of counsel that such pledge does not require
registration under the Securities Act of 1933 (the "Securities Act"), and that
Norwest consent to such pledge.
I hereby enclose the opinion of counsel required by the Investment Agreement in
connection with the proposed Pledge, and request that Norwest consent to the
proposed Pledge of the Shares to the Bank.
<PAGE>
Name and Address of Bank:
----------------------------------------
----------------------------------------
Name of Contact Person: ----------------
Tel.: ; Fax.:
----------- ----------------
Very truly yours,
- ------------------------
Name of Stockholder
ACKNOWLEDGMENT BY BANK
The Bank understands and agrees that the Shares are subject to the restrictions
on transfer described in the Investment Agreement, a copy of which has been
furnished to the Bank, and that any disposition of the Shares by the Bank
following foreclosure of the Pledge will be subject to the provisions of federal
and state securities laws and the Investment Agreement.
- --------------------------
Name of Bank
By
------------------------
Its
-----------------------
Consent is hereby given for the pledge by the Borrower named above to the above
Bank of shares of Norwest Corporation common stock received pursuant to that
certain Investment Agreement dated July 31, 1995.
NORWEST CORPORATION
By
Its
2
<PAGE>
EXHIBIT 10.2
TAX INDEMNIFICATION AGREEMENT
This Tax Indemnification Agreement ("Tax Agreement") is entered into as of
this 31st day of July, 1995, by and between the undersigned shareholders
(collectively, the "Shareholders") of Valley-Hi Investment Company ("Valley-Hi")
and Norwest Corporation ("Norwest").
WHEREAS, Valley-Hi and Norwest are parties to that certain Agreement and
Plan of Reorganization dated March 21, 1995 (the "Reorganization Agreement")
under which it is contemplated that a wholly-owned subsidiary of Norwest will
merge with and into Valley-Hi and as a result the Shareholders will receive in
exchange for each share of common stock of Valley-Hi, no par value ("Valley-Hi
Common Stock") owned by such Shareholder immediately prior to the Effective Time
of the Merger (as defined in the Reorganization Agreement), a number of shares
of common stock of Norwest, par value $1-2/3 per share ("Norwest Common Stock")
as more specifically set forth in the Reorganization Agreement, and
WHEREAS, the Shareholders will derive substantial benefit from the
transactions contemplated by the Reorganization Agreement, and
WHEREAS, the Shareholders have agreed to indemnify Norwest for certain
matters; and
WHEREAS, the Shareholders, Norwest and Norwest Bank Minnesota, N.A. have
entered into an escrow agreement of even date herewith (the "Escrow Agreement")
pursuant to which a number of shares of Norwest Common Stock will be held in
escrow as more specifically set forth in the Escrow Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1.0 DEFINITIONS. For purposes of this Tax Agreement, unless the context
clearly requires otherwise, the following capitalized terms will have the
meanings set forth below; terms defined elsewhere in this Tax Agreement will
have the same meaning throughout this Tax Agreement; and capitalized terms used
in this Tax Agreement but not specifically defined will have the meanings set
forth in the Reorganization Agreement or Escrow Agreement.
<PAGE>
1.1 "TAX CLAIM" means notice from the Internal Revenue Service: (a)
assessing or proposing to assess liability for any federal taxes with
respect to a Tax Loss, whether such notice is in the form of a revenue
agent's report (e.g., Forms 4549 or 4549-A), a preliminary notice of
deficiency (e.g., a thirty (30)-day letter) or a statutory notice of
deficiency (e.g., a ninety (90)-day letter) or otherwise; or (b) adjusting
or proposing to make any adjustments which result or may result in a Tax
Loss.
1.2 "CODE" means the Internal Revenue Code of 1986, and the final and
temporary Treasury Regulations promulgated thereunder, all as amended and
in effect on the Closing Date; provided, however, that the definition of
Code as it relates directly to a Tax Loss shall also include all
retroactive amendments, modifications, additions, deletions or other
changes adopted, enacted, promulgated or effective after the Closing Date.
1.3 "FINAL DETERMINATION" means the earlier to occur of: (a) a final
decision of a court of competent jurisdiction regarding a Tax Claim with
respect to which all rights of appeal have lapsed or been exercised in
which case a Final Determination means a final decision of an appellate
court of competent jurisdiction with respect to such appeal; (b) notice by
Shareholders of their decision not to take action with respect to a Tax
Claim pursuant to Section 3.2(b)(ii) of this Tax Agreement; or (c) the
expiration or lapse of the ability to contest a Tax Claim in all courts of
competent jurisdiction without Shareholders having commenced such contest
for the Taxable Year.
1.4 "TAX YEAR" means the tax year or partial tax year ending on the
Closing Date (as that term is defined in the Reorganization Agreement).
1.5 "TAX LOSS" means the sum of the Base Amount, plus Supplemental
Damages, plus Penalties, plus Expenses, determined as follows:
(a) BASE AMOUNT. For the Tax Year, the aggregate dollar amount of any
Company federal tax increase as a result of a Final Determination
disallowing all or any part of the deductions taken by Company
including, but not limited to those available under Sections 162 and
83(h) of the Code, relating to the issuance by Valley-Hi to Jack
Willome, Jack Biegler and Jack Robinson of 26,250 shares of Valley-Hi
Common Stock, no par value per share ("Deduction").
(b) SUPPLEMENTAL DAMAGES. The amount of Supplemental Damages will be
equal to the actual interest on any actual federal tax liabilities
attributable to the Tax Loss portion of a Tax Claim.
(c) PENALTIES. All penalties and additions to tax payable to any taxing
authority to the extent attributable to the Tax Loss portion of a Tax
Claim.
2
<PAGE>
(d) EXPENSES. All out-of-pocket expenses, including, without limitation,
reasonable expenses and fees of counsel, costs, claims, judgments,
assessments and losses incurred by Norwest in connection with the
contest or resolution of the Tax Loss portion of a Tax Claim and any
corrective action taken by Norwest in connection therewith including,
for example, but not by way of limitation, costs of preparing amended
federal, state and local income tax returns. To the extent that
Norwest incurs Expenses attributable to both the Tax Loss and non-Tax
Loss portion of the Tax Claim, Shareholders will only be responsible
for an amount of such Expenses allocable to the Tax Loss portion of
the Tax Claim. For purposes of this Section 1.5(d), Norwest's
Expenses may include costs associated with activities of Norwest's
internal personnel.
1.6 ESCROW AMOUNT. Means 23,000 shares of Norwest Common Stock multiplied
by $23 or $529,000.
2.0 INDEMNIFICATION.
2.1 INDEMNIFICATION. Subject to the terms and conditions of this Tax
Agreement, Shareholders, severally, agree to indemnify and hold harmless,
Norwest, its affiliates (including, as of the Closing Date, Valley-Hi and
its affiliates) and their respective directors, officers, employees and
agents and to assume liability for any Tax Loss related to a Tax Claim up
to a maximum amount equal to the Escrow Amount; provided, however, that
Shareholders' liability hereunder shall be limited to the disbursement to
Norwest of the Escrow Shares (as defined in the Escrow Agreement) in
accordance with the terms and conditions of this Tax Agreement and the
Escrow Agreement.
2.2 VERIFICATION OF CALCULATIONS. Norwest shall provide Shareholders with
an itemized statement in reasonable detail (substantiated to the reasonable
satisfaction of Shareholders) certified by an officer of Norwest, to
support all requests for indemnification under this Tax Agreement.
2.3 NON-INDEMNIFIED EVENTS. The failure of Norwest and/or its affiliates
(including, after Closing, Valley-Hi) to timely file and properly claim the
Deductions shall eliminate Norwest's rights to indemnification hereunder.
3.0 CONTEST PROCEDURES.
3.1 NOTICE OF TAX CLAIMS. If the Internal Revenue Service makes a Tax
Claim and, if all or any part of that Tax Claim could result in a Tax Loss
for which indemnification would be required under this Tax Agreement, then
Norwest will provide notice (including a copy of the Tax Claim related to a
Tax Loss) to Shareholders within a reasonable time after first receiving
notice of such Tax Claim
3
<PAGE>
related to a Tax Loss, but, in the case of a preliminary or statutory
notice of deficiency, in no event later than twenty (20) business days
after the date of the notice of such Tax Claim. Failure to provide
Shareholders with timely notice of a Tax Claim related to a Tax Loss will,
with respect to such Tax Claim constitute a waiver, with respect to such
Tax Claim, of Norwest's right to indemnification under this Tax Agreement
for any and all incremental costs and expenses that Norwest may incur as a
result of actions necessary to, if possible, reinstate the contest rights
that would have been available had Shareholders received timely notice.
3.2 CONTROL OF CONTEST.
(a) PARTICIPATION IN DEFENSE.
(i) Subject to Section 3.2(b) below, Norwest shall have the right
to participate and assist in the defense of a Tax Claim as it
relates to a Tax Loss and to employ its own counsel in
connection therewith.
(ii) For as long as Shareholders control the defense of a Tax Claim
as it relates to a Tax Loss, Shareholders shall not be liable
to Norwest for the Expenses of Norwest's counsel or other
Expenses incurred by Norwest in connection with participating
or assisting in the defense of such a Tax Claim; provided,
however, that Shareholders shall (subject to the limitations of
Section 2.1 above) be liable for (A) any such Expenses incurred
prior to the time Shareholders assumed such defense and (B) the
reasonable costs of investigation and preparation incurred by
Norwest at the request of Shareholders.
(iii) In the event that, pending or during the defense of a Tax
Claim, or before a Final Determination, Shareholders determine
that the potential Tax Claim shall exceed the maximum Escrow
Amount for which Shareholders would be liable under Section 2.0
of the Agreement or, at their option, elect to release all of
their shares held in Escrow and turn over the defense of such
Tax Claim to Norwest, then in such event, Shareholders shall
cooperate in turning over the defense of such a Tax Claim to
Norwest and shall not thereafter settle, compromise, or take
any other action which could adversely affect Norwest's contest
of such Tax Claim and Shareholders will hold harmless Norwest
from any loss or damage resulting from any action taken in
violation of this covenant.
(b) CONTROL OF CONTEST.
4
<PAGE>
(i) Except as provided in Section 3.3 below, from the date of receipt
by Shareholders of notice of a Tax Claim, Shareholders will be
deemed to have assumed and shall assume control over the conduct
of any contest and resolution of a Tax Claim as it relates to the
Tax Loss, and such contest and all preparations therefor will be
the responsibility of, and at the cost and expense of,
Shareholders. Shareholders may determine, in their reasonable
discretion, and without consent of Norwest (subject to Section
3.3 below), the nature of all actions to be taken to contest a
Tax Claim that relates to a Tax Loss, including, without
limitation: (i) whether any action to contest such Tax Claim
initially will be by judicial or administrative proceedings or
both; (ii) whether such Tax Claim will be contested by the
payment or nonpayment of such Tax Claim in accordance with
applicable Code provisions or by seeking a refund or any
combination thereof; and (iii) if Shareholders decide to
undertake judicial action with respect to such Tax Claim, the
court or other judicial body before which the action will be
commenced. Shareholders are not obligated to pursue an appeal
from any adverse determination by any judicial or administrative
body of a Tax Claim related to a Tax Loss.
(ii) At any time, whether before or after taking any action to contest
a Tax Claim that relates to a Tax Loss, Shareholders may decline
to take any action with respect to all or any portion of the Tax
Claim. Shareholders agree to give Norwest immediate notice of
any such decision, which notice will constitute a Final
Determination under this Tax Agreement with respect to the Tax
Loss that was the subject of the Tax Claim. Shareholders may not
compromise or settle the portion of any Tax Claim that relates to
a Tax Loss if such settlement or compromise involves the payment
of an amount in excess of the Escrow Amount for which Norwest is
then entitled to indemnification hereunder, in which event the
prior consent of Norwest is required, which consent will not be
unreasonably withheld. Norwest may not compromise the Tax Loss
portion of any Tax Claim without the prior written consent of
Shareholders, which consent shall not be unreasonably withheld.
3.3 SEGREGATION OF TAX CLAIMS. To the extent that a Tax Claim relates to
issues different from or in addition to a potential Tax Loss (regardless of
whether the outcome of such portion of the Tax Claim is related to or
dependent upon the resolution of the Tax Loss portion of the Tax Claim),
the parties will use their best efforts to have the Internal Revenue
Service segregate the Tax Loss portion of the Tax Claim. Notwithstanding
the foregoing sentence, Norwest will remain responsible in all other
respects of controlling, at Norwest's cost and expense, the contest and
resolution of the non-Tax Loss portion of such Tax Claim.
5
<PAGE>
3.4 COOPERATION. Norwest will fully and timely cooperate in good faith
with Shareholders in connection with the contest and resolution of any Tax
Claim related to a Tax Loss, including, without limitation, providing
Shareholders and their agents reasonable access to review and copy all tax
returns and records relevant to such Tax Claim. To the extent feasible,
the parties agree that Shareholders may and will prosecute the contest and
resolution of any Tax Claim related to a Tax Loss in its own name.
Shareholders and Norwest agree that they will use their best efforts to act
and take positions consistent with the intention of the parties to preserve
the validity and effectiveness of the Deduction contemplated by the
Agreement.
4.0 MISCELLANEOUS.
4.1 OTHER AGREEMENTS. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter of this
Tax Agreement have been made by any party which are not expressly set forth
in this Tax Agreement, the Reorganization Agreement, or in the Escrow
Agreement. References in this Tax Agreement to any particular sections or
provisions of the Reorganization Agreement or the Escrow Agreement are
intended to refer to those sections and provisions as the same may be
modified or amended from time to time in accordance with their terms and
those provisions are incorporated into this instrument by reference to the
same extent as if fully set forth in this instrument.
4.2 SURVIVAL OF AGREEMENT; TERMINATION. The obligations and liabilities
of the parties arising under this Tax Agreement will continue in full force
and effect, notwithstanding the Closing, until the earlier to occur of:
all such obligations having been met and such liabilities having been paid
in full, at which time all of the rights and obligations of the parties
under this Tax Agreement will terminate and become null and void. This Tax
Agreement shall survive until termination as provided above,
notwithstanding the expiration of any applicable statute of limitations
relating to Norwest's ability to enforce the provisions hereof. In the
event that, during the continuance of this Tax Agreement, Shareholders
become liable for the payment of the Escrow Amount pursuant to Section 2 of
this Tax Agreement, such liability shall continue, notwithstanding the
expiration or termination of this Tax Agreement, until all such amounts are
paid or reimbursed.
4.3 NOTICES. Any notices or consents required or permitted by this Tax
Agreement shall be in writing and shall be deemed delivered, if sent by
First Class Mail postage prepaid, delivered in person or sent by certified
mail, postage prepaid, return receipt requested, as follows, unless such
address is changed by written notice hereunder:
If to the Shareholders:
6
<PAGE>
Jack E. Biegler
P.O. Box 5250
San Antonio, Texas 78201
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1026
Attention: Secretary
4.4 AMENDMENTS AND WAIVERS. No provision of this Tax Agreement may be
modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by the party against whom
enforcement of such modification, waiver or discharge is sought. Except to
the extent otherwise specifically provided in this Tax Agreement, the
failure at any time to enforce any of the provisions of this Tax Agreement
will in no way be construed as a waiver of those provisions and will not
affect the right of either party thereafter to enforce each and every
provision of this Tax Agreement in accordance with its terms.
4.5 GOVERNING LAW; CONSTRUCTION. This Tax Agreement and the legal
relations between the parties as to all matters, including, without
limitation, matters of validity, interpretation, construction, performance
and remedies, will be governed by and construed exclusively in accordance
with the internal laws of the
7
<PAGE>
State of Minnesota (without regard to the conflict of laws provisions of
any jurisdiction). Headings are for purposes of convenience only and do not
constitute a part of this Tax Agreement. The invalidity or unenforceability
of all or any part of any provision of this Tax Agreement will not affect
the validity or enforceability of the remainder of such provision or of any
other provision of this Tax Agreement or the Reorganization Agreement,
which will remain in full force and effect.
4.6 BINDING AGREEMENT; ASSIGNABILITY. This Tax Agreement will be binding
upon and inure to the benefit of and be enforceable by the parties and
their heirs, legal representatives, successors and permitted assigns, but
neither this Tax Agreement nor any of the rights, interests or obligations
hereunder may be assigned except to the extent permitted under the
Reorganization Agreement. This Tax Agreement is intended for the sole
benefit of the parties hereto, Valley-Hi, its subsidiaries and their
respective successors and assigns.
4.7 COUNTERPARTS. This Tax Agreement may be executed in several
counterparts, each of which will be deemed to be an original, but all of
which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Tax Indemnification Agreement
to be duly executed by their authorized officers, effective as of the date set
forth above.
NORWEST CORPORATION SHAREHOLDERS
By: /s/ Kenneth R. Murray Ray Ellison Trust Number 1
---------------------
Its: Executive Vice President
------------------------
By: /s/ Ronald K. Calgaard
------------------------
As Trustee
By: /s/ A. Baker Duncan
----------------------
As Trustee
By: /s/ Bonnie Ellison
--------------------
As Trustee
/s/ Jack Willome
------------------
Jack Willome
/s/ Jack Biegler
------------------
Jack Biegler
/s/ Jack Robinson
-------------------
Jack Robinson
8
<PAGE>
EXHIBIT 10.3
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is entered into as of this 31st day of
July, 1995, by and between the undersigned shareholders (collectively, the
"Shareholders") of Valley-Hi Investment Company ("Valley-Hi"), Norwest
Corporation ("Norwest") and Norwest Bank Minnesota, National Association
("Escrow Agent").
WHEREAS, Valley-Hi and Norwest are parties to that certain Agreement and
Plan of Reorganization dated March 21, 1995 (the "Reorganization Agreement")
under which it is contemplated that a wholly-owned subsidiary of Norwest will
merge with and into Valley-Hi and as a result the Shareholders will receive in
exchange for each share of common stock of Valley-Hi, no par value ("Valley-Hi
Common Stock") owned by such Shareholder immediately prior to the Effective Time
of the Merger (as defined in the Reorganization Agreement), a number of shares
of common stock of Norwest, par value $1-2/3 per share ("Norwest Common Stock")
as more specifically set forth in the Reorganization Agreement, and
WHEREAS, the Shareholders will derive substantial benefit from the
transactions contemplated by the Reorganization Agreement, and
WHEREAS, the Shareholders and Norwest have entered into a Tax
Indemnification Agreement of even date herewith pursuant to which Shareholders
have agreed to indemnify Norwest for certain matters (the "Tax Indemnification
Agreement"); and
WHEREAS, the Reorganization Agreement and Tax Indemnification Agreement
provide that a number of shares of Norwest Common Stock will be held in escrow
pursuant to the terms of an escrow agreement as more specifically set forth in
the Reorganization Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Deposit of Shares. Immediately following the Effective Time of the
Merger Norwest shall deposit 23,000 shares (the "Escrow Shares") of Norwest
Common Stock (or such other number of shares as may result from Norwest Common
Stock adjustments made pursuant to paragraph 1(b) of the Reorganization
Agreement) with the Escrow Agent. The Escrow Shares shall be deposited in the
form of four (4) separate certificates, in the names, denominations and
proportions set forth below:
<PAGE>
<TABLE>
<CAPTION>
Escrow
Shareholder Shares Percentage
----------- ------ ----------
<S> <C> <C>
Ray Ellison Trust Number 1
19,578 85.12
Jack Willome
1,472 6.40
Jack Biegler
975 4.24
Jack Robinson
975 4.24
TOTAL 23,000 100.00
</TABLE>
Because the Escrow Shares will be registered in the names of the respective
Shareholders, cash dividends will be paid directly to the Shareholders.
2. Disbursement.
(a) The Escrow Agent shall distribute the Escrow Shares to Norwest and the
Shareholders:
(i) on March 15, 1999 unless the Escrow Agent has received written
notice from Norwest or Shareholders' Representative set forth in
Section 2(g) hereof ("Shareholders' Representative") on or prior
to such date that a Tax Claim (as defined in the Tax
Indemnification Agreement) with respect to a Tax Loss (as defined
in the Tax Indemnification Agreement) has occurred; or
(ii) upon a joint written notice from Norwest and the Shareholders'
Representative to the Escrow Agent pursuant to Section 5 below,
indicating that one of the following events has occurred:
(A) A Final Determination (as defined in the Tax
Indemnification Agreement) with respect to such Tax Claim
has occurred; or
(B) Valley-Hi has failed to timely file and claim a Deduction
(as defined in the Tax Indemnification Agreement) on its
federal income tax return for the tax year ending on the
Closing Date for [$1,505,991] under Section 162 and Section
83(h) of the Code relating to the issuance by Valley-Hi to
certain of its employees of 26,250 shares of Valley-Hi
Common Stock, no par value per share; or
2
<PAGE>
(C) The Shareholders have waived their rights to receive the
Escrow Shares; or
(D) Upon such other circumstances as Norwest and the
Shareholders' Representative shall jointly agree in such
notice.
(b) If the Escrow Shares are distributed pursuant to a notice given under
Sections 2(a)(i) or 2(a)(ii)(B) above, the Escrow Agent shall distribute
all Escrow Shares (subject to adjustment as provided in Section 7) to
Shareholders.
(c) If the Escrow Shares are distributed pursuant to a notice given under
Section 2(a)(ii)(A), the Escrow Agent shall distribute to Norwest a portion
of the Escrow Shares determined by dividing the Tax Loss by $23, and
rounding to the nearest full share. The shares distributed to Norwest
shall be taken from the shares registered in the names of the respective
Shareholders in as close to the proportions set forth in paragraph 1 above
as possible, rounded to the nearest full share. The Escrow Agent shall
distribute the balance, if any, of the Escrow Shares (subject to adjustment
as provided in Section 7), standing in the name of each respective
Shareholder to the respective Shareholder.
(d) If the Escrow Shares are distributed pursuant to Section 2(a)(ii)(C),
then the Escrow Agent shall transfer the Escrow Shares to Norwest.
(e) If the Escrow Shares are distributed pursuant to Section 2(a)(ii)(D),
the Escrow Agent shall distribute the Escrow Shares in the manner
prescribed in such notice.
(f) Norwest and Shareholders hereby agree to give any notice required by
Section 2(a) above within thirty (30) days after the occurrence of the
events described in Sections 2(a)(i) and 2(a)(ii). Any notice given
pursuant to Section 2(a)(ii)(A) shall specify the aggregate dollar amount
of a Tax Loss.
(g) For purposes of this Section 2, "Shareholders' Representative" shall
mean (i) any two of Ronald K. Calgaard, A. Baker Duncan or Bonnie Ellison,
or in the event only one of such individuals is then living, then such
individual or (ii) any other successor representative or representatives as
may be designated in writing by all the Shareholders to Norwest.
3. Duty of the Escrow Agent. The only duties of the Escrow Agent under
this Escrow Agreement shall be those described herein, and Escrow Agent shall be
under no obligation to determine whether the other parties hereto are complying
with any requirements of law or the terms and conditions of any other agreement
among the parties. Escrow Agent may conclusively rely upon, and shall be
protected in acting upon, any notice, consent, order or other document believed
by it in good faith to be genuine and to
3
<PAGE>
have been signed or presented by the proper party, consistent with the
reasonable use of due diligence on the part of the Escrow Agent. Escrow Agent
shall have no other duty or liability to verify any such notice, consent, order
or other document, and its sole responsibility shall be to act as expressly set
forth in this Escrow Agreement. If any dispute arises with respect to the
disbursement of the Escrow Shares, or any portion thereof, Escrow Agent may
continue to hold the same or, in the alternative, file an interpleader action in
the State District Court in Hennepin or Ramsey Counties, Minnesota and deposit
therein all Escrow Shares in the possession of Escrow Agent pursuant hereto and
shall have no further duties or responsibilities under this Escrow Agreement.
4. Indemnity. The Shareholders (except with respect to a claim, other
than an interpleader or similar action, brought against the Escrow Agent by
Norwest) severally in proportion to their percentage interest in the Escrow
Shares and Norwest each hereby indemnify and hold harmless the Escrow Agent from
and against any and all loss, liability, cost, damage and expense including,
without limitation, reasonable attorneys' fees, which the Escrow Agent may
suffer or incur by reason of any action, claim or proceeding brought against the
Escrow Agent arising out of or relating in any way to this Escrow Agreement or
any transaction to which this Escrow Agreement relates unless such action, claim
or proceeding is the result of gross negligence of the Escrow Agent. The Escrow
Agent may consult legal counsel in respect of any question arising under this
Escrow Agreement, and the Escrow Agent shall not be liable for any action taken
or omitted in good faith upon advice of such counsel.
5. Notices. Any notices or consents required or permitted by this Escrow
Agreement shall be in writing and shall be deemed delivered, if sent by First
Class Mail postage prepaid, delivered in person or sent by certified mail,
postage prepaid, return receipt requested, as follows, unless such address is
changed by written notice hereunder:
If to the Escrow Agent:
Norwest Bank Minnesota, N. A.
Norwest Center
Corporate Custody Services, 9th Floor
Sixth and Marquette
Minneapolis, MN 55479-0065
Attention: Dan Mruz
4
<PAGE>
If to the Shareholders:
Jack E. Biegler
P.O. Box 5250
San Antonio, Texas 78201
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1026
Attention: Secretary
6. Miscellaneous.
a. This Escrow Agreement shall be construed, performed and enforced
in accordance with the laws of the State of Minnesota without giving effect
to the principles of conflicts of laws therein.
b. This Escrow Agreement and the Tax Indemnification Agreement
contains the entire understanding of the parties hereto with respect to the
escrow contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements and understandings, oral or written, with regard
to such escrow.
5
<PAGE>
c. This Escrow Agreement may be amended or modified only by written
instrument executed by the parties hereto, or in the case of a waiver, by
the party waiving compliance. Any waiver of any condition or breach of any
provision contained in this Escrow Agreement in any one or more instances
shall not be deemed or construed as a further or continuing waiver of any
such condition or breach of provision of this Escrow Agreement.
d. This Escrow Agreement shall inure to the benefit of and shall be
binding upon the respective successors and assigns of the parties hereto;
however, the Escrow Agent shall not be permitted to assign its obligations
hereunder without the prior written consent of the Shareholders and
Norwest.
7. Escrow Fee. Norwest, on the one hand, and Shareholders severally, on
the other hand, agree that each shall be liable for 50 percent of the fees and
expenses of Escrow Agent which Norwest agrees to pay to the Escrow Agent on
behalf of Norwest and Shareholders in an amount equal to $1,100 per annum.
Shareholders will promptly reimburse Norwest for their allocable portion of the
Escrow Fee. If Shareholders do not so reimburse Norwest, the amount of the
unpaid escrow fee shall be subtracted from the Escrow Shares otherwise to be
distributed to Shareholders.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed as of the date set forth above.
SHAREHOLDERS
Ray Ellison Trust Number 1
By: /s/ Ronald K. Calgaard
------------------------
As Trustee
By: /s/ A. Baker Duncan
----- ---------------
As Trustee
By: /s/ Bonnie Ellison
--------------------
As Trustee
/s/ Jack Willome
------------------
Jack Willome
/s/ Jack Biegler
------------------
Jack Biegler
/s/ Jack Robinson
-------------------
Jack Robinson
7
<PAGE>
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Daniel J. Mruz
--------------------
Its: Assistant Vice President
------------------------
NORWEST CORPORATION
By: /s/ Kenneth R. Murray
-----------------------
Its: Executive Vice President
------------------------
8
<PAGE>
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by A. Baker
Duncan, as Trustee of Ray Ellison Trust Number 1.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by Ronald K.
Calgaard as Trustee of Ray Ellison Trust Number 1.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by Bonnie
Ellison, as Trustee of Ray Ellison Trust Number 1.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
9
<PAGE>
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by Jack
Willome.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by Jack
Biegler.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
State of Texas )
)
County of Bexar )
This instrument was acknowledged before me on July 25, 1995 by Jack
Robinson.
/s/ Deborah J. Christman
------------------------
Notary Public in and for
The State of Texas
10
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 18, 1995 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
prospectus. Our report refers to the Corporation's adoption of Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits," No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" and No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 1, 1995
<PAGE>
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
450,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Valley-Hi Investment
Company and its subsidiaries, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ David A. Christensen
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
450,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Valley-Hi Investment
Company and its subsidiaries, and to file the same, with all exhibits thereto
and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Gerald J. Ford
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Pierson M. Grieve
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Charles M. Harper
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ William A. Hodder
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Lloyd P. Johnson
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Reatha Clark King
-------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Richard M. Kovacevich
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Richard S. Levitt
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Cynthia H. Milligan
-----------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Ian M. Rolland
------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Stephen E. Watson
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign
and affix the undersigned's name as such director and/or officer of said
Corporation to a Registration Statement on Form S-3 or other applicable form,
and all amendments, including post-effective amendments, thereto, to be filed
by said Corporation with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of up to 450,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Valley-Hi
Investment Company and its subsidiaries, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of February 1995.
/s/ Michael W. Wright
---------------------
