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As filed with the Securities and Exchange Commission on May 26, 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]
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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
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1 2/3 149,774 $27.6875 $4,146,867.63(2) $1,430.00
per share) (1) Shares
======================================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
_________________________________________________________________
<PAGE>
PROSPECTUS
NORWEST CORPORATION
149,774 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 149,774 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 Ken-Caryl Investment Company, a
corporation formed under the laws of the State of Colorado ("Ken-Caryl") and The
Ken-Caryl Bank, a banking corporation formed under the laws of the State of
Colorado (the "Bank") in connection with the acquisition of Ken-Caryl and the
Bank on January 5, 1995. 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 $25,000.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated as of January 5, 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 to Norwest 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 May 23, 1995, the closing price
for the Common Stock on the New York Stock Exchange was $28.25.
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.
________________________
Prospectus dated ____ __, 1995
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Available Information............... 2 Selling Stockholders....... 8
Incorporation of Certain Documents.. Plan of Distribution....... 11
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 Report on Form 10-Q for the quarter ended March 31, 1995; and
(iii) Current Reports on Form 8-K dated January 9, 1995, January 27, 1995,
February 17, 1995, and April 21, 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 to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes
2
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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, Colorado, Illinois, Indiana, Iowa, Colorado, 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 March 31, 1995, Norwest had consolidated total assets of $61.8 billion,
total deposits of $37.1 billion, and total stockholders' equity of $4.4 billion.
Based on total assets at March 31, 1995, Norwest was the 13th 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 the Corporation
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 of the Federal Deposit Insurance Corporation ("FDIC"), and
therefore 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
3
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Reserve Board as it attempts to control the money supply and credit availability
in order to influence the economy.
DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency ("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 March 31, 1995, aggregate dividends of
at least $217.5 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
4
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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 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 March 31, 1995, Norwest's Tier 1 and total capital (the sum of
Tier 1 and Tier 2 capital) to risk-adjusted assets ratios were 9.74% and 12.01%,
respectively, and Norwest's leverage ratio was 6.72%. Neither Norwest nor any
subsidiary bank
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has been advised by the appropriate federal regulatory agency of any specific
leverage ratio applicable to it.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take "prompt corrective
action" in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a leverage ratio of at least 5%, a risk-adjusted
Tier 1 capital ratio of at least 6%, and a risk-adjusted total capital ratio of
at least 10%, and is not subject to a directive, order, or written agreement to
meet and maintain specific capital levels. An insured depository institution is
defined to be adequately capitalized if 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
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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 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. Regulations or guidelines relating to the other
management and operational standards have not been issued. The impact of such
regulations or guidelines on Norwest cannot be ascertained.
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 March 31, 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 the
Bank Insurance Fund ("BIF") increased as part of the adoption by the FDIC of a
transitional risk-based assessment system. In June 1993, the FDIC published
final regulations making the transitional system permanent effective January 1,
1994, but left open the possibility that it may consider expanding the range
between the highest and lowest assessment rates at a later date. An
institution's risk category is based upon whether the institution is well
capitalized, adequately capitalized, or less than adequately capitalized. Each
insured depository institution is also to be assigned to one of the following
"supervisory subgroups": Subgroup A, B, or C. Subgroup A institutions are
financially sound institutions with few minor weaknesses; Subgroup B
institutions are institutions that demonstrate weaknesses which, if not
corrected, could result in significant deterioration; and Subgroup C
institutions are institutions for which there is a substantial probability that
the FDIC will suffer a loss in connection with the institution unless effective
action is taken to correct the areas of weakness. Based on its capital and
supervisory subgroups, each BIF member institution will be assigned an annual
FDIC assessment rate ranging from 23 cents per $100 of domestic deposits (for
well capitalized Subgroup A institutions) to 31 cents (for undercapitalized
Subgroup C institutions). Adequately capitalized institutions will be assigned
assessment rates ranging from 26 cents to 30 cents. The FDIC has proposed
regulations that would assign an annual FDIC assessment rate for BIF member
institutions ranging from 4 cents per $100 of domestic deposits
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(for well capitalized Subgroup A institutions) to 31 cents (for undercapitalized
Subgroup C institutions). 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 January 5, 1995 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>
Velma N. Starr 72,003
Frank O. Starr III 26,962 (3)
Kim K. Starr 14,953
Jon H. Starr 12,965 (4)
Todd M. Starr 11,952 (5)
Jay G. Starr 1,939 (6)
Stephanie L. Starr 9,000 (7)
All Selling Stockholders as a group (7 149,774
persons)
</TABLE>
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(1) The persons named as Selling Stockholders in the above table are members of
the Starr family, which held all of the outstanding stock of Ken-Caryl and
the Bank prior to the acquisition. Velma N. Starr is the mother of Frank O.
Starr III, Kim K. Starr, Jon H. Starr, Todd M. Starr and Jay G. Starr, and
the mother-in-law of Stephanie L. Starr. 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 5,333 shares (the "Escrowed Shares") deposited in escrow
pursuant to an Escrow Agreement dated January 5, 1995, in connection with
certain litigation pending against Ken-Caryl and the Selling Stockholders
(referred to as the "Vectra Matter" in the Escrow Agreement) at the time of
Norwest's acquisition of Ken-Caryl. See "Certain Relationships and
Transactions--Escrow Agreement" below. The number of shares of Norwest
Common Stock owned by each of the Selling Stockholders that are parties to
the Escrow Agreement and held in escrow are as follows: Velma N. Starr--
2,566 shares; Frank O. Starr III--960 shares; Kim K. Starr--532 shares;
Jon H. Starr--461 shares (including 72 shares in the aggregate held by
Jon H. Starr as custodian for his two minor children); Todd M. Starr--427
shares (including 36 shares held by Todd M. Starr as custodian for his minor
child); and Jay G. Starr--389 shares. The Selling Stockholders hold sole
voting power with respect to the Escrowed Shares registered in their
respective names. On May __, 1995, the Vectra Matter was decided after
trial in favor of Ken-Caryl and the Selling Stockholders. Assuming that no
appeal is filed on or before June__, 1995, the Escrowed Shares will be
eligible for distribution in full to the Selling Stockholders. Until such
distribution of the Escrowed Shares occurs pursuant to the Escrow Agreement,
such Selling Stockholders cannot dispose of the Escrowed Shares.
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<PAGE>
(3) Includes 26,001 shares of Norwest Common Stock pledged as collateral to
secure a loan with a financial institution unaffiliated with Norwest.
(4) Includes 2,026 shares of Norwest Common Stock in the aggregate (including 72
Escrowed Shares) held by Jon Starr as custodian for each of his two minor
children.
(5) Includes 1,013 shares of Norwest Common Stock (including 36 Escrowed Shares)
held by Todd Starr as custodian for his minor child.
(6) Excludes 9,000 shares held by Stephanie L. Starr, the wife of Jay G. Starr,
as to which shares Mr. Starr disclaims any beneficial interest.
(7) Excludes the 1,939 shares held by Jay G. Starr. Ms. Starr acquired the
9,000 shares indicated by gift from her husband subsequent to the issuance
of the Norwest Common Stock offered hereby in connection with the
acquisition of Ken-Caryl and the Bank by Norwest. None of Ms.
Starr's shares shown in the above table are included in the Escrowed Shares
subject to the Escrow Agreement described in footnote (2) above.
INVESTMENT AGREEMENT
In connection with the acquisition of Ken-Caryl and the Bank by Norwest, the
Selling Stockholders entered into an Investment Agreement dated as of January 5,
1995 with Norwest pursuant to which the shares offered and sold by the Selling
Stockholders hereby were issued. As used in this Prospectus, the term
"Investment Agreement" means such Investment Agreement. Under the terms of the
Investment Agreement, the Selling Stockholders jointly and severally agreed that
they would not directly or indirectly offer, sell, pledge or transfer or
otherwise dispose of (or solicit any offers to buy, purchase, or otherwise
acquire or pledge) any of the shares offered hereby, except in compliance with
the Investment Agreement and the Securities Act of 1933 (the "Securities Act")
and rules and regulations promulgated thereunder.
The Investment Agreement provides, among other things, that any distribution
of the shares (defined as a "Transfer" in the Investment Agreement) to the
public be made in an "ordinary trading transaction." An "ordinary trading
transaction" is defined in the Investment Agreement as a sale of the shares on a
nationally-recognized securities exchange using the services of a broker-dealer
registered in the state where the Transfer is to occur, and without the use of
special selling efforts or methods. The Investment Agreement further prohibits a
distribution of the shares either to the public or in a transaction exempt from
registration under the Securities Act or applicable state securities law by
means of an option or other derivative securities transaction, whether or not
effected on an option or other securities exchange. The Investment Agreement
also contains a number of transfer requirements with respect to the shares
applicable for a period of two years after the issuance of the shares. Under
these requirements, each Selling Stockholder must provide five business days
notice 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 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
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<PAGE>
successive 30 day periods. Notwithstanding this limitation, a Selling
Stockholder has the right to transfer the 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 notice as 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.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Escrow Agreement. As a condition to the acquisition of Ken-Caryl and the
Bank by Norwest, all Selling Stockholders holding the common stock of Ken-Caryl
at the time of such acquisition entered into an Escrow Agreement with Norwest
dated January 5, 1995 (the "Escrow Agreement") providing for the escrow of 5,333
shares (the "Escrowed Shares") of Norwest Common Stock to be acquired by the
Selling Stockholders in the acquisition for a period of five years from the date
the acquisition of Ken-Caryl and the Bank was consummated. The purpose of the
Escrow Agreement was to provide a mechanism for a post-acquisition adjustment to
the purchase price paid by Norwest for Ken-Caryl and the Bank. This adjustment
will be computed by reference to the shares of Norwest Common Stock to be issued
to the holders of Ken-Caryl common stock in the acquisition, if certain
litigation pending against Ken-Caryl and the Selling Stockholders (referred to
as the "Vectra Matter" in the Escrow Agreement) is not resolved, either by
issuance of a final, non-appealable judgment, by negotiated settlement, or
otherwise, on or before January 5, 2000. Under the terms of the Escrow
Agreement, the Escrow Agent is instructed, upon its receipt of a joint notice
from Norwest and those Selling Stockholders that are parties to the Escrow
Agreement, that the Vectra Matter had been resolved and that the aggregate
dollar amount required to be paid in connection with such resolution has been
determined, to distribute to Norwest that number of Escrowed Shares computed by
dividing the aggregate dollar amount to be paid by Ken-Caryl to resolve the
Vectra Matter by $27.00, 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 on the proportionate interest each such Selling
Stockholders had in the common stock of Ken-Caryl prior to its acquisition. The
Selling Stockholders retain the sole right to vote and receive 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.
On May __, 1995, following trial, the Vectra Matter was decided in favor of
Ken-Caryl and the Selling Stockholders. The appeal period expires June ___,
1995, and assuming no appeal is
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duly filed by that date, the Escrowed Shares will be eligible for distribution
in full to the Selling Stockholders pursuant to the Escrow Agreement.
Former Directors and Executive Officers. At the time of the acquisition of
Ken-Caryl and the Bank by Norwest in January 1995, Frank O. Starr III, Kim K.
Starr, and Jon H. Starr each served as a director of Ken-Caryl and the Bank (now
merged into Norwest Bank Colorado, N.A. ("Norwest Bank Colorado")). In addition,
Frank O. Starr III served as Chairman and Chief Executive Officer, and Kim K.
Starr served as president of Ken-Caryl and the Bank, and resigned their
positions as directors and officers effective upon the consummation of Norwest's
acquisition of Ken-Caryl and the Bank.
Loan and Other Transactions. Two of the Selling Stockholders have loans
with Norwest Bank Colorado. Velma N. Starr and Todd M. Starr each had
outstanding first mortgage loans with the Bank in the aggregate principal amount
outstanding as of December 31, 1994 of $175,000 and $90,000 respectively.
These loans were acquired by Norwest Bank Colorado by operation of law upon the
merger of the Bank into Norwest Bank Colorado. Velma N. Starr also has an
unsecured personal loan in the outstanding principal amount of $500,000 as of
February 27, 1995. All of such loans were made by the Bank or by Norwest Bank
Colorado in the ordinary course of their respective business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
In addition, Frank O. Starr III, Jay G. Starr, Kim K. Starr, Jon H. Starr
and Todd M. Starr (collectively, the "Lessors") are the joint owners of certain
commercial real estate located in Council Bluffs, Iowa. A portion of this
property is leased to Norwest Financial Iowa 1, Inc. ("NFI-1"), a wholly-owned
subsidiary of Norwest Financial, Inc. ("NFI") and an indirect wholly-owned
subsidiary of Norwest, as office space pursuant to a lease having a
five-year term expiring on December 31, 1997. NFI-1's lease with the Lessors
provides for total fixed rent over the term of the lease of $126,905, plus
estimated operating expenses of $5,200 annually.
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
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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, and 5,000,000
shares of preferred stock, without par value ("Preferred Stock"). At March 31,
1995, 334,025,247 shares of Common Stock were issued, of which 322,408,644 were
outstanding, and 11,616,603 were held as treasury shares, and 3,317,502 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), 1,143,675
shares of Cumulative Convertible Preferred Stock, Series B, and 13,955 shares of
ESOP Cumulative Convertible Preferred Stock, and 52,747 shares of 1995 ESOP
Cumulative Convertible Preferred Stock. 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
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
March 31, 1995, not to exceed $925,000,000. The Shelf Securities may be
issued as Preferred Stock or as securities convertible into shares of Preferred
Stock or Common Stock. Based on the number of shares of Preferred Stock
authorized for issuance under the Norwest Certificate as of March 31, 1995,
the maximum number of shares of Preferred Stock and Common Stock, respectively,
that could be issued pursuant to the effective shelf registration statements,
when added to shares of Preferred Stock and Common Stock already reserved for
issuance, issued, or outstanding, could not exceed respectively, 5,000,000
shares of Preferred Stock and 500,000,000 shares of Common Stock. All or any
portion of the authorized but unissued Preferred Stock or Shelf Securities
issuable as Preferred Stock or convertible into Preferred Stock or Common Stock,
may be issued by the Norwest Board without further action by stockholders.
Holders of Preferred Stock have certain rights and preferences with respect to
dividends and upon liquidation that are superior to those of holders of Common
Stock. The relative rights and preferences of any Preferred Stock issued in the
future may be established by the Norwest Board 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.
At the annual meeting of stockholders held on April 25, 1995, the
stockholders authorized a new class of capital stock consisting of a total of
4,000,000 shares of "Preference Stock." These shares of Preference Stock will
have such powers, preferences and rights as determined by Norwest's Board of
Directors, provided that each share of Preference Stock will not be entitled to
more than one vote per share.
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
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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 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-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
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certain terms into, Junior Preferred Shares. The number of Rights outstanding
and the number of Junior Preferred Shares issuable upon the exercise of the
Rights are subject to adjustment in the event of a stock split of, or a stock
dividend on, the Common Stock.
The Rights will become exercisable only if a person or group acquires or
announces an offer to acquire 25% or more of the outstanding shares of the
Common Stock. This triggering percentage may be reduced to no less than 15% by
the Board of Directors prior to the time the Rights become exercisable. The
Rights have certain additional features that will be triggered upon the
occurrence of specified events:
(1) If a person or group acquires at least the triggering percentage of
the Common Stock, the Rights permit holders of the Rights, other than such
person or group, to acquire the Common Stock at 50% of market value.
However, this feature will not apply if a person or group which owns less
than the triggering percentage acquires at least 85% of the outstanding
shares of Common Stock pursuant to a cash tender offer for 100% of the
outstanding Common Stock.
(2) After a person or group acquires at least the triggering percentage
and before the acquiror owns 50% of the outstanding shares of Common Stock,
the Board of Directors may exchange each Right, other than Rights owned by
such acquiror, for one share of Common Stock or one four-hundredth of a
Junior Preferred Share.
(3) In the event of certain business combinations involving 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.
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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 March 31, 1995, Mr. Stroup was the beneficial owner
of approximately 108,607 shares and held options to acquire 179,931 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 the Registrant in connection with the issuance and
distribution of the securities being registered:
Registration Fee $ 1,430.00
Legal Fees and Expenses 6,000.00
Accounting Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 6,000.00
Listing Fees 7,500.00
Miscellaneous 1,200.00
----------
Total $24,630.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest Corporation ("Norwest") provides for broad
indemnification of directors and officers of Norwest.
ITEM 16. EXHIBITS
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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3.2 -- 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 January 5, 1995 among Norwest, Velma N.
Starr, Frank O. Starr III, Kim K. Starr, Jon H. Starr, individually
and as custodian for Daniel Starr, a minor, and Isabel Starr, a minor,
Todd M. Starr, individually and as custodian for Samuel Starr, a
minor, and Jay G. Starr.
10.2 -- Escrow Agreement dated January 5, 1995 among Norwest, Velma N. Starr,
Frank O. Starr III, Kim K. Starr, Jon H. Starr, individually and as
custodian for Daniel Starr, a minor, and Isabel Starr, a minor, Todd
M. Starr, individually and as custodian for Samuel Starr, a minor, and
Jay G. Starr.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, on the day of May, 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 day of May, 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 )
RICHARD D. McCORMICK )
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
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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).
3.2 -- 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 Electronic
Norwest. Transmission
<PAGE>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------ ----------- --------
10.1 -- Investment Agreement dated January 5, 1995 among Electronic
Norwest, Velma N. Starr, Frank O. Starr III, Kim K. Transmission
Starr, Jon H. Starr, individually and as custodian for
Daniel Starr, a minor, and Isabel Starr, a minor,
Todd M. Starr, individually and as custodian for
Samuel Starr, a minor, and Jay G. Starr.
10.2 -- Escrow Agreement dated January 5, 1995 among Electronic
Norwest, Velma N. Starr, Frank O. Starr III, Kim K. Transmission
Starr, Jon H. Starr, individually and as custodian for
Daniel Starr, a minor, and Isabel Starr, a minor,
Todd M. Starr, individually and as custodian for
Samuel Starr, a minor, and Jay G. Starr.
23.1 -- Consent of General Counsel of Norwest (included as part Electronic
of Exhibit 5 filed herewith). Transmission
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial Electronic
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, 3.2, 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.
<PAGE>
EXHIBIT 5
May 26, 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 149,774 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 Ken-Caryl Investment Company,
a Colorado corporation, and The Ken-Caryl 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,
Stanley S. Stroup
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 10.1
INVESTMENT AGREEMENT
This Investment Agreement dated as of January 5,1995, between NORWEST
CORPORATION, a Delaware corporation ("Norwest"), and the undersigned
shareholders of KEN-CARYL INVESTMENT COMPANY ("the Company"), a Colorado
corporation (collectively, the "Shareholders").
WHEREAS Norwest and the Company are parties to an Agreement and Plan of
Reorganization dated as of August, 1994 (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 1933, 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 the Shareholders, jointly
and severally, 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 represents
and warrants to, or agrees with, Norwest as follows:
<PAGE>
(a) Share Ownership. 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 her 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, 1993, as amended by Amendment No. 1 on Form 10-K/A dated
May 13, 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, 1994 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, 1994 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 Shares to be received in the Merger
for investment only and with no present intention of distributing or
reselling any of such Shares (other than for sales pursuant to 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, and the Securities
Act and the rules and regulations promulgated thereunder.
(ii) Tax Matters. Each of the Shareholders jointly and severally
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 her or any other Shareholder to sell, exchange, or
otherwise dispose of, a number of Shares
2
<PAGE>
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, , and (2) 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 August 29, 1994, by and between Norwest Corporation
("Norwest") and Ken-Caryl Investment Company and are subject to
certain restrictions on transfer set forth in that certain
Investment Agreement dated January 5, 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) Norwest Reliance. 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" (as that term is defined in
Section 3(a) hereof) 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. Subject to
paragraph 2(b) below, Norwest will prepare and file with the SEC a
registration statement on Form S-3 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.
(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
4
<PAGE>
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 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 in which each Shareholder is
domiciled, as disclosed on Schedule 1(a), except that Norwest shall not be
required to obtain blue sky clearance for the Shares in any state where
Norwest may be required to qualify to do business as a foreign corporation or
as a dealer in any state where it is not so qualified, to conform its
capitalization or the composition of its assets at the time to the securities
or blue sky laws of such state, to 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 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.
5
<PAGE>
(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; AMENDED REGISTRATION
STATEMENT.
(a) Transfers/Limitations of Number of Transfers. The Shareholders agree
that none of them will effect any disposition of any of the Shares, whether by
sale, assignment, pledge, or otherwise (a "Transfer") until after publication
by Norwest of financial results including at least 30 days of combined
operations of the Company and Norwest and 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 (i)
Shareholders holding not less than 10% of the number of Shares issued to all
Shareholders as group in the Merger elect to make a Transfer and (ii) all such
Shareholders desiring to make Transfers have first jointly given Norwest five
(5) business days (the "Notice Period") written notice of the proposed
Transfers prior to the date the proposed Transfers 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
such proposed Transfers. 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. The Shareholders jointly and
severally agree that 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.
(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
6
<PAGE>
notify the Shareholder from whom the Transfer Notice was received (the
"Transferring Shareholder") in accordance with the notice provisions set forth
in Section 7 below 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
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
7
<PAGE>
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 the "Filing Date" (as that term is
defined below) of each annual report on Form 10-K and each quarterly report on
Form 10-Q or solely at Norwest's option, of a current report on Form 8-K, that
sets forth a summary of Norwest's financial results for the most recently
completed quarter (as may then be applicable) filed by Norwest with the SEC
and ending on the tenth business day following such Filing 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). For purposes of this paragraph (d), (1) the "Filing Date"
for each quarterly report on Form 10-Q of Norwest shall be the 45th day after
the quarters ended March 31, June 30, and September 30, and (2) the "Filing
Date" for each annual report on Form 10-K and any current report on Form 8-K
that may be filed by Norwest setting forth Norwest's financial results for the
most recently completed quarter shall be the date on which Norwest notifies
the Selling Stockholders of such filing. Any such notice shall be given to the
Selling Stockholders as provided in Section 7 hereof. 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 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
8
<PAGE>
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 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 any 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. The Shareholders jointly and severally
agree to indemnify and hold harmless Norwest, each officer of Norwest who
signs the Registration Statement, each director of Norwest and each other
person selling Shares pursuant to the Registration Statement (and each person,
if any, who controls such other person within the meaning of Section 15 of the
Securities Act and each officer, director or partner of such person) from and
against any claims, losses, damages or liabilities to which Norwest (or any
such officer, director or other person) may become subject (under the
Securities Act or otherwise), insofar as such claims, losses, damages or
liabilities arise out of, or are based upon (A) any untrue statement made in
reliance upon and in conformity with information furnished by or on behalf of
any Shareholder specifically for use in preparation of the Registration
Statement, or (B) any Transfer not in compliance with applicable federal and
state securities laws; and each Shareholder will reimburse Norwest (and any
such officer, director or other person) for reasonable attorneys' fees and
expenses incurred in investigating, preparing to defend and defending against
any such claims, losses, damages or liabilities.
9
<PAGE>
(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:
a. If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
Fax: (612) 667-4399
b. If to any one or all of the Shareholders:
Frank O. Starr III
10265 South Baneberry Place
Highlands Ranch, Colorado 80126
Telephone: (303) 683-9724
Fax:
With a copy to:
10
<PAGE>
or to such other address with respect to a party as such party shall notify
the other in writing as above provided.
8. SUCCESSORS AND ASSIGNS. This Investment Agreement shall be binding
upon 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.
9. GOVERNING LAW. This Investment Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Minnesota.
10. COUNTERPARTS. This Investment Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
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/ Margaret L. Halfman /s/ Velma N. Starr
-------------------------- ----------------------------------
Its: Assistant Secretary
-------------------------- /s/ Kim K. Starr
----------------------------------
/s/ Susan E. Starr
----------------------------------
/s/ Frank O. Starr III
----------------------------------
/s/ Jay G. Starr
----------------------------------
/s/ Jon H. Starr
----------------------------------
/s/ Todd M. Starr
----------------------------------
/s/ Jon H. Starr for Daniel Starr
----------------------------------
/s/ Jon H. Starr for Isabel Starr
----------------------------------
/s/ Todd M. Starr for Samuel Starr
----------------------------------
11
<PAGE>
Schedule 1 (a)
<TABLE>
<CAPTION>
NUMBER OF
COMPANY SHARES
NAME OF SHAREHOLDER HELD LIENS* STATE OF DOMICILE
- ------------------- -------------- ------ -----------------
<S> <C> <C> <C>
Velma N. Starr
Frank O. Starr III
Kim K. Starr
Jon H. Starr
Todd M. Starr
Jay G. Starr
Daniel Starr
Samuel Starr
Isabel Starr
</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
January 5, 1995 relating to the Acquisition of Ken-Caryl 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 personal delivery, by registered or
certified first class mail, or by fax at the address and/or fax number listed
below that the Proposed Transfer must be deferred pursuant
-1-
<PAGE>
to the Investment Agreement (the "Deferral Notice"), I WILL NOT PROCEED WITH
THE PROPOSED TRANSFER AS DESCRIBED IN THIS NOTICE; or (II) if Norwest notifies
me 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 __________, 1994, 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>
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
January 5, 1995 relating to the Acquisition of Ken-Caryl
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 January 5,
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.
-1-
<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 January 5, 1995.
NORWEST CORPORATION
By_________________________________
Its________________________________
-2-
<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
January 5, 1995 relating to the Acquisition of Ken-Caryl 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
-1-
<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 10.2
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is entered into as of this 5th day of
January, 1995, by and between the undersigned shareholders (collectively, the
"Shareholders") of Ken-Caryl Investment Company ("Ken-Caryl"), Norwest
Corporation ("Norwest") and Norwest Bank Minnesota, National Association
("Escrow Agent").
WHEREAS, Ken-Caryl and Norwest are parties to that certain Agreement and
Plan of Reorganization dated as of August 29, 1994 (the "Reorganization
Agreement") under which it is contemplated that a wholly-owned subsidiary of
Norwest will merge with and into Ken-Caryl (the "Merger") and as a result the
Shareholders will receive in exchange for each share of common stock of Ken-
Caryl, par value $1.00 per share ("Ken-Caryl 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 Ken-Caryl are parties to litigation,
entitled Vectra Bank of Lakewood, N.A. vs. Frank O. Starr III, Estate of Frank
O. Starr II, Velma N. Starr, Ken-Caryl Investment Co., et. al. pending in
District Court in Rawlins County, Kansas (the "Vectra Matter"), and
WHEREAS, the Reorganization Agreement provides that if the Vectra Matter
has not been finally resolved at the Effective Time of the Merger, 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 5,333 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 nine (9) separate certificates, in the names, denominations and
proportions set forth below:
<PAGE>
<TABLE>
<CAPTION>
Shareholder Escrow Shares Percentage
----------- ------------- ----------
<S> <C> <C>
Velma N. Starr 2,566 48.11
Frank O. Starr III 960 18.00
Kim K. Starr 532 9.98
Jon H. Starr 389 7.30
Todd M. Starr 389 7.30
Jay G. Starr 389 7.30
Daniel Starr 36 0.67
Samuel Starr 36 0.67
Isabel Starr 36 0.67
TOTAL 5,333 100.00
</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. The Escrow Agent shall distribute the Escrow Shares to
Norwest and the Shareholders upon a joint written notice from Norwest and the
Shareholders to the Escrow Agent pursuant to paragraph 5 below, indicating
that the following terms have been completed:
a. The Vectra Matter has been finally resolved by the entry of a
final judgment from which no further appeal may be taken, by settlement
or otherwise.
b. The aggregate dollar amount paid by Ken-Caryl to resolve the
Vectra Matter (including the amount of any judgment or settlement,
accrued interest thereon, costs assessed and attorneys fees of any party
to the Vectra Matter) has been determined.
The Escrow Agent shall distribute to Norwest a portion of the Escrow Shares
determined by dividing the aggregate dollar amount paid by Ken-Caryl to
resolve the Vectra Matter (as set forth in the notice given pursuant to
paragraph 2(b) above) by $27, 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,
standing in the name of each respective Shareholder to the respective
Shareholder.
If no such written notice has been received by the Escrow Agent on or before
January 5, 2000, then the Escrow Agent shall transfer the Escrow Shares to
Norwest.
2
<PAGE>
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 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 Colorado
District Court in Denver, Colorado 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 hereby jointly and severally 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
3
<PAGE>
If to the Shareholders:
Frank O. Starr III
10265 Baneberry Place
Highland Ranch, CO 80126
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 Colorado without giving
effect to the principles of conflicts of laws therein. Each party
hereby consents to the personal jurisdiction and venue of Colorado
District Court, located in Denver, Colorado.
b. This Escrow 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.
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 agrees to pay to the Escrow Agent an escrow fee
equal to $1,100 per annum.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement
to be executed as of the date set forth above.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION /s/ Velma N. Starr
-----------------------------------
Velma N. Starr
By: /s/ Daniel J. Mruz /s/ Frank O. Starr III
-------------------------- -----------------------------------
Frank O. Starr III
Its: Assistant Vice President
------------------------ /s/ Kim K. Starr
-----------------------------------
Kim K. Starr
NORWEST CORPORATION /s/ Jon H. Starr
-----------------------------------
Jon H. Starr
By: /s/ Margaret L. Halfman /s/ Todd M. Starr
-------------------------- -----------------------------------
Todd M. Starr
Its: Assistant Secretary
------------------- /s/ Jay G. Starr
-----------------------------------
Jay G. Starr
/s/ Jon H. Starr for Daniel Starr
-----------------------------------
Daniel Starr
/s/ Todd M. Starr for Samuel Starr
-----------------------------------
Samuel Starr
/s/ Jon H. Starr for Isabel Starr
-----------------------------------
Isabel Starr
5
<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
May 26, 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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/s/ Richard D. McCormick
--------------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, STANLEY S.
STROUP, JOHN T. THORNTON, AND LAUREL A. HOLSCHUH AND H. BERNT VON OHLEN, 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-4 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 160,000 shares of
Common Stock of the Corporation which may be issued in connection with the
acquisition by the Corporation of Ken-Caryl Investment Company and its
subsidiary, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of September, 1994.
/s/ Michael W. Wright
------------------------------
