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Registration No. 033-63911
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
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)
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Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
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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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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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PROSPECTUS
NORWEST CORPORATION
428,000 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 428,000 shares
of Common Stock (par value $1 2/3) (the "Common Stock") of Norwest Corporation
("Norwest") held by stockholders (the "Selling Stockholders") who received the
shares in exchange for shares of Valley-Hi Investment Company, a corporation
formed under the laws of the State of Texas ("Valley-Hi ") and Valley-Hi
National Bank, a national banking association (the "Bank") located in San
Antonio, Texas, in connection with the acquisition of Valley-Hi and the Bank on
August 1, 1995 (the "Acquisition"). See "SELLING STOCKHOLDERS." Norwest will
not receive any proceeds from the sale of the shares of Common Stock covered by
this Prospectus. Norwest has agreed to pay certain registration expenses in
connection with this offering (excluding brokerage commissions) estimated at
approximately $20,000.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated as of July 31, 1995 among Norwest
and the Selling Stockholders (collectively, the "Investment Agreement"). The
Investment Agreement requires, among other things, that any distribution of the
shares (defined as a "Transfer" in the Investment Agreement) to the public be
made in an "ordinary trading transaction." An "ordinary trading transaction" is
defined in the Investment Agreement as a sale of the shares on a nationally-
recognized securities exchange using the services of a broker-dealer registered
in the state where the Transfer is to occur, and without the use of special
selling efforts or methods. The Investment Agreement further prohibits any
distribution of the shares by means of an option or other derivative securities
transaction, whether or not effected on an option or other securities exchange.
The Investment Agreement also sets forth transfer requirements with respect to
the transfer of the shares of Common Stock offered hereby, including a
requirement that a Selling Stockholder provide Norwest with prior notice of any
proposed transfer of the shares and in certain cases, an opinion of counsel.
Subject to the terms of the Investment Agreement, the distribution of the shares
by the Selling Stockholders may be effected from time to time, in one or more
transactions on the New York Stock Exchange or otherwise, in special offerings,
exchange distributions or secondary distributions pursuant to and in accordance
with the rules of the New York Stock Exchange, in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from Selling Stockholders and/or purchasers of shares
for whom they may act as agent (which compensation may be in excess of customary
commissions). See "SELLING STOCKHOLDERS--Investment Agreement" and "PLAN of
DISTRIBUTION."
The Common Stock is traded on the New York Stock Exchange and on the
Chicago Stock Exchange under the symbol NOB. On December __, 1995, the closing
price for the Common Stock on the New York Stock Exchange was $______.
PROSPECTUS DATED DECEMBER __, 1995
As a bank holding company, Norwest is subject to regulation under various
federal banking laws. See "CERTAIN REGULATORY MATTERS."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NORWEST.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO PURCHASE, NORWEST'S COMMON STOCK OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NORWEST SINCE
THE DATE OF THIS PROSPECTUS.
THE SHARES OF NORWEST'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF
NORWEST AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
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TABLE OF CONTENTS
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Available Information............... 2 Selling Stockholders....... 8
Incorporation of Certain Documents.. Plan of Distribution....... 12
by Reference..................... 2 Description of Common Stock 12
Norwest Corporation................. 3 Legal Opinion.............. 15
Certain Regulatory Matters.......... 3 Experts.................... 15
</TABLE>
AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning Norwest can be inspected and copied
at the Commission's public reference room located at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities in
the Commission's regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates by writing to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports, proxy statements and other information
filed by Norwest with the New York Stock Exchange and the Chicago Stock Exchange
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, and at the offices of the Chicago Stock Exchange, One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the securities offered hereby which Norwest has filed with
the Commission. Certain portions of the Registration Statement have been
omitted pursuant to the rules and regulations of the Commission. Reference is
hereby made to such omitted portions for further information with respect to
Norwest and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO NORWEST, EXCLUDING EXHIBITS
UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE AVAILABLE WITHOUT CHARGE UPON
WRITTEN OR ORAL REQUEST TO LAUREL A. HOLSCHUH, SECRETARY, NORWEST CORPORATION,
NORWEST CENTER, SIXTH AND MARQUETTE, MINNEAPOLIS, MINNESOTA 55479-1026,
TELEPHONE (612) 667-8655.
The following documents filed with the Commission by Norwest (File No. 1-
2979) are incorporated by reference in, and made a part of, this Prospectus: (i)
Annual Report on Form 10-K for the year ended December 31, 1994; (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and
September 30, 1995 and (iii) Current Reports on Form 8-K dated January 9, 1995,
January 27, 1995, February 17, 1995, April 21, 1995, July 3, 1995, September 13,
1995, October 4, 1995 and November 1, 1995.
All documents filed by Norwest pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed
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to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.
NORWEST CORPORATION
Norwest Corporation ("Norwest") is a diversified financial services company
which was organized under the laws of Delaware in 1929 and is registered under
the Bank Holding Company Act of 1956, as amended (the "BHCA"). As a diversified
financial services organization, Norwest operates through subsidiaries engaged
in banking and in related businesses. Norwest provides retail, commercial, and
corporate banking services to its customers through banks located in Arizona,
Texas, Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, New Mexico, North
Dakota, Ohio, South Dakota, Texas, Wisconsin, and Wyoming. Norwest provides
additional financial services to its customers through subsidiaries engaged in
various businesses, principally mortgage banking, consumer finance, equipment
leasing, agricultural finance, commercial finance, securities brokerage and
investment banking, insurance, computer and data processing services, trust
services, and venture capital investments.
At September 30, 1995, Norwest had consolidated total assets of $71.4
billion, total deposits of $39.7 billion, and total stockholders' equity of $4.9
billion. Based on total assets at September 30, 1995, Norwest was the 11th
largest commercial banking organization in the United States.
Norwest regularly explores opportunities for possible acquisitions of
financial institutions and related businesses. In connection with many of its
completed acquisitions, Norwest has issued its Common Stock to the shareholders
of the acquired entities and can be expected to continue to do so in the future.
Generally, Norwest does not expect to make any public announcement about any
acquisition opportunity until a definitive agreement has been signed.
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479, and its telephone number is (612)
667-1234. As used in this Prospectus, the term "Norwest" means Norwest and its
subsidiaries.
Additional information concerning Norwest is included in Norwest's
documents incorporated herein by reference. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, Norwest is subject to supervision and
examination by the Federal Reserve Board. Norwest's banking subsidiaries are
subject to supervision and examination by applicable federal and state banking
agencies. The deposits of Norwest's banking subsidiaries are insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC"),
except for those deposits attributable to certain savings associations
previously acquired by Norwest, which are insured by the Savings Association
Insurance Fund ("SAIF") of the FDIC. Consequently, such banking subsidiaries are
subject to regulation by the FDIC. In addition to the impact of regulation,
commercial banks are affected significantly by the actions of the Federal
Reserve Board as it attempts to control the money supply and credit availability
in order to influence the economy.
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DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency (the "OCC") is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulation, for that year combined with its retained net
profits for the preceding two years less any required transfers to surplus or a
fund for the retirement of any preferred stock. In addition, a national bank may
not pay a dividend in an amount greater than its net profits then on hand after
deducting its losses and bad debts. For this purpose, bad debts are defined to
include, generally, loans which have matured and are in arrears with respect to
interest by six months or more, other than such loans which are well secured and
in the process of collection. Under these provisions Norwest's national bank
subsidiaries could have declared, as of September 30, 1995, aggregate dividends
of at least $270.7 million without obtaining prior regulatory approval and
without reducing the capital of the banks below minimum regulatory levels.
Norwest also has several state bank subsidiaries that are subject to state
regulations limiting dividends; however, the amount of dividends payable by
Norwest's state bank subsidiaries, with or without state regulatory approval,
would represent an immaterial contribution to Norwest's revenues.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the OCC, and the FDIC have issued policy statements which provide that FDIC-
insured banks and bank holding companies should generally pay dividends only out
of current operating earnings.
HOLDING COMPANY STRUCTURE
Norwest is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. Accordingly, the right of Norwest, and thus the rights
of Norwest's creditors, to participate in any distribution of the assets or
earnings of any subsidiary is necessarily subject to the prior claims of
creditors of such subsidiary, except to the extent that claims of Norwest in its
capacity as a creditor may be recognized. The principal sources of Norwest's
revenues are dividends and fees from its subsidiaries.
Norwest's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to Norwest and its
nonbank subsidiaries, whether in the form of loans, extensions of credit,
investments, or asset purchases. Such transfers by any subsidiary bank to
Norwest or any nonbank subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to Norwest and all such nonbank
subsidiaries, to an aggregate of 20% of such bank's capital and surplus.
Furthermore, such loans and extensions of credit are required to be secured in
specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. This support may be required at times when Norwest may not
have the resources to provide it. Any capital loans by Norwest to any of the
subsidiary banks are subordinate in right of payment to deposits and to certain
other
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indebtedness of such subsidiary bank. In addition, the Crime Control Act
of 1990 provides that in the event of a bank holding company's bankruptcy, any
commitment by the bank holding company to a federal bank regulatory agency to
maintain the capital of a subsidiary bank will be assumed by the bankruptcy
trustee and entitled to a priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC after
August 9, 1989, in connection with (i) the default of a commonly controlled
FDIC-insured depository institution or (ii) any assistance provided by the FDIC
to a commonly controlled FDIC-insured depository institution in danger of
default. "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a "default" is likely to occur in the absence
of regulatory assistance.
Federal law (12 U.S.C. (S)55) permits the OCC to order the pro rata
assessment of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed shareholder failing to pay the assessment. Similarly, the
laws of certain states provide for such assessment and sale with respect to
banks chartered by such states. Norwest, as the sole shareholder of most of its
subsidiary banks, is subject to such provisions.
CAPITAL REQUIREMENTS
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital to risk-adjusted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
is 8%. At least half of the total capital is to be comprised of common stock,
minority interests, and noncumulative perpetual preferred stock ("Tier 1
capital"). The remainder ("Tier 2 capital") may consist of hybrid capital
instruments, perpetual debt, mandatory convertible debt securities, a limited
amount of subordinated debt, other preferred stock, and a limited amount of the
allowance for credit losses. In addition, the Federal Reserve Board's minimum
"leverage ratio" (the ratio of Tier 1 capital to quarterly average total assets)
guidelines for bank holding companies provide for a minimum leverage ratio of 3%
for bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. All other bank holding companies are
required to maintain a leverage ratio of 3% plus an additional cushion of 1% to
2%. The guidelines also provide that banking organizations experiencing internal
growth or making acquisitions are expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant reliance
on intangible assets. Furthermore, the guidelines indicate that the Federal
Reserve Board will continue to consider a "tangible Tier 1 leverage ratio" in
evaluating proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of a banking organization's Tier 1 capital, less all
intangibles, to total assets, less all intangibles. Each of Norwest's banking
subsidiaries is also subject to capital requirements adopted by applicable
regulatory agencies which are substantially similar to the foregoing. At
September 30, 1995, Norwest's Tier 1 and total capital (the sum of Tier 1 and
Tier 2 capital) to risk-adjusted assets ratios were 8.01% and 10.10%,
respectively, and Norwest's leverage ratio was 5.74%. Neither Norwest nor any
subsidiary bank has been advised by the appropriate federal regulatory agency of
any specific leverage ratio applicable to it.
As a result of a federal law enacted in 1991 that required each federal
banking agency to revise its risk-based capital standards to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risks of nontraditional activities, each of the federal banking
agencies has revised the risk-based capital guidelines described above to take
account of concentration of credit risk and risk of nontraditional activities.
In addition, the Federal Reserve Board, the FDIC and the OCC recently adopted a
new rule that amends, effective September 1, 1995, the capital standards to
include explicitly a bank's exposure to declines in the economic value of its
capital due to changes in interest rates as a factor to be considered in
evaluating a bank's interest rate exposure. Such agencies have issued for
comment a joint policy statement that describes the process to be used to
measure and assess the exposure of a bank's net economic value to changes in
interest rates. These agencies have indicated that in the second step of this
regulation process they intend to issue a proposed rule that would propose to
establish an explicit minimum capital charge for interest rate risk based on
the level of a bank's measured interest rate exposure. The agencies intend to
implement the second step after the agencies and the banking industry have had
more experience with the proposed supervisory and measurement process. Neither
Norwest or Canton believes that these recent proposals and revisions to the
capital guidelines will materially impact its operations.
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FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take "prompt corrective
action" in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a leverage ratio of at least 5%, a risk-adjusted
Tier 1 capital ratio of at least 6%, and a risk-adjusted total capital ratio of
at least 10%, and is not subject to a directive, order, or written agreement to
meet and maintain specific capital levels. An insured depository institution is
defined to be adequately capitalized if its meets all of its minimum capital
requirements as described above. An insured depository institution will be
considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a risk-adjusted total capital ratio of
less than 6%, risk-adjusted Tier 1 capital ratio of less than 3%, or a leverage
ratio of less than 3%, and critically undercapitalized if it fails to maintain a
level of tangible equity equal to at least 2% of total assets. An insured
depository institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a
wide range of limitations on operations and activities, including growth
limitations, and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that each federal
banking agency prescribe standards, by regulation or guideline, for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset quality, earnings, stock valuation, and
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such other operational and managerial standards as the agency deems appropriate.
The FDIC, in consultation with the other federal banking agencies, has adopted a
final rule and guidelines with respect to internal and external audit procedures
and internal controls in order to implement those provisions of FDICIA intended
to facilitate the early identification of problems in financial management of
depository institutions. On July 10, 1995, the federal banking agencies
published the final rules implementing three of the safety and soundness
standards required by FDICIA, including operational and managerial standards,
asset quality and earnings standards, and compensation standards. The impact of
such standards on Norwest has not yet been fully determined, but management does
not believe it to be material.
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' notice to customers and
regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in the
business of placing deposits with insured depository institutions or with
interest rates significantly higher than prevailing market rates) unless (i) it
is well capitalized or (ii) it is adequately capitalized and receives a waiver
from the FDIC. A bank that cannot receive brokered deposits also cannot offer
"pass-through" insurance on certain employee benefit accounts, unless it
provides certain notices to affected depositors. In addition, a bank that is
adequately capitalized and that has not received a waiver from the FDIC may not
pay an interest rate on any deposits in excess of 75 basis points over certain
prevailing market rates. There are no such restrictions on a bank that is well
capitalized. At September 30, 1995, all of Norwest's banking subsidiaries were
well capitalized and therefore were not subject to these restrictions.
FDIC INSURANCE
Each BIF member institution pays FDIC insurance premiums based on the
institution's annual assessment rate assigned to it by the FDIC. The
assessment rate is based on the institution's capitalization risk category and
"supervisory subgroup." An institution's capitalization risk category is based
on the FDIC's determination of whether the institution is well capitalized,
adequately capitalized or less than adequately capitalized. An institution's
supervisory subgroup is based on the FDIC's assessment of the financial
condition of the institution and the probability that FDIC intervention or
other corrective action will be required. 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. For the 1995 calendar year,
the assessment rate ranges from 4 cents per $100 of domestic deposits (for well
capitalized Subgroup A institutions) to 31 cents (for undercapitalized Subgroup
C institutions). Norwest's subsidiary banks have been assigned an assessment
rate of 4 cents per $100 of domestic deposits for the 1995 calendar year. The
FDIC announced recently that, for well capitalized Subgroup A institutions, it
would eliminate insurance premiums altogether for the 1996 calendar year.
Norwest incurred $79.2 million of FDIC insurance expense in 1994 and, as of
September 30, 1995, had received $20.6 million in FDIC insurance premium
refunds.
Deposits insured by SAIF held by Norwest bank subsidiaries as a result of
previous savings association acquisitions by Norwest continue to be assessed at
the applicable SAIF insurance premium rate. Current federal law provides that
the SAIF assessment rate may not be less than 0.18% from January 1, 1994
through December 31, 1997. After December 31, 1997, the SAIF assessment rate
must be a rate determined by the FDIC to be appropriate to increase the SAIF's
reserve ratio to 1.25% of insured deposits or such higher percentage as the
FDIC determines to be appropriate, but the assessment rate may not be less than
0.15%. In order to mitigate the potential effects of a BIF/SAIF premium
disparity, Congress recently proposed legislation that would, among other
things, recapitalize the SAIF by imposing a special one-time assessment on SAIF
deposits. The proposed legislation also contemplates the merger of the BIF and
the SAIF into one insurance fund after the SAIF is recapitalized. As a result
of such pending legislation and to provide for such special assessment when and
if imposed, Norwest has established a reserve of $23.5 million based on an
estimated insurance premium rate of 66 cents per $100 of insured deposits,
which reserve has been funded primarily by the refund of BIF
insurance premiums. The effect of this legislation, if adopted, is not
anticipated to be material to Norwest.
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SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of Norwest's Common Stock as of August 1, 1995 (the
effective date of Norwest's acquisition of Valley-Hi) by each of the Selling
Stockholders who may offer shares for sale by this Prospectus (referred to
herein individually as a "Selling Stockholder" and collectively as the "Selling
Stockholders").
<TABLE>
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SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND
NAME (1) TO BE OFFERED HEREBY (2)
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<S> <C>
Ray Ellison Trust Number One 364,254 (3)
John H. (Jack) Willome 27,410
Jack E. Biegler 18,168
Jack Robinson 18,168
All Selling Stockholders
as a group (4 persons) 428,000
</TABLE>
- --------------------------
(1) The trust and persons named as Selling Stockholders in the above table held
all of the outstanding stock of Valley-Hi and the Bank prior to the
Acquisition. Except as may be otherwise indicated in the footnotes to the
above table, the Selling Stockholders have sole voting and investment power
with respect to the shares of Norwest Common Stock shown above opposite
their respective names.
(2) The shares of Norwest Common Stock owned by the Selling Stockholders named
above include 23,000 shares (the "Escrowed Shares") deposited in escrow
pursuant to an Escrow Agreement dated as of July 31, 1995 to provide for the
indemnification of Norwest and its affiliates, including Valley-Hi and the
Bank, against certain potential federal tax liabilities that may arise
subsequent to Norwest's acquisition of Valley-Hi and the Bank pursuant to a
related Tax Indemnification Agreement also dated July 31, 1995 to which the
Selling Stockholders are also parties. See "Certain Relationships and
Transactions--Tax Indemnification Agreement" below. The number of shares of
Norwest Common Stock owned by each of the Selling Stockholders held in
escrow pursuant to the Escrow Agreement are as follows: Ray Ellison Trust
Number One -- 19,578 shares; John H. (Jack) Willome -- 1,472 shares; Jack E.
Biegler -- 975 shares; and Jack Robinson -- 975 shares. The Selling
Stockholders hold sole voting power and have the right to receive all cash
dividends with respect to the Escrowed Shares registered in their respective
names. Until distribution of the Escrowed Shares occurs pursuant to the
Escrow Agreement, the Selling Stockholders cannot dispose of the Escrowed
Shares.
(3) Ray Ellison Trust Number One ("Ellison Trust No. 1"), is a revocable, inter
vivos trust, the grantor and sole beneficiary of which is Ray Ellison. The
trustees of the Ellison Trust No. 1 are three individuals, one of whom is
Bonnie Ellison, the adult daughter of Mr. Ellison. The trustees share
voting power with respect to the shares of Norwest Common Stock held by the
Ellison Trust No. 1.
8
<PAGE>
By virtue of his power to revoke the trust, Mr. Ellison may be considered to
share investment power with respect to the shares of Norwest Common Stock
held by the Ellison Trust No. 1 and offered hereby, and may thus be deemed
to share beneficial ownership of such shares with the trust and to be
considered a Selling Stockholder hereunder with the Ellison Trust No. 1.
As described more fully below under the heading, "Investment Agreement--
Distribution and Transfer Restrictions," the Ellison Trust No. 1 may assign
its rights to transfer its shares of Norwest Common Stock offered hereby
without restriction to Mr. Ellison as its sole beneficiary, or to "Ray
Ellison Trust Number 2," a related trust ("Ellison Trust No. 2")
(collectively, the "Ellison Trusts") and its beneficiaries. As currently
structured, in the event of Mr. Ellison's death, the shares of Norwest
Common Stock shown above as held by Ellison Trust No. 1 would be transferred
by will to Ellison Trust No. 2, the primary beneficiaries of which are
Bonnie Ellison and Ray Ellison, Jr., Mr. Ellison's adult son. As a result,
such transferees effectively would be substituted for Ellison Trust No. 1 as
Selling Stockholders, and be permitted to sell any shares so transferred
pursuant this Prospectus and the more favorable transfer restrictions under
the Investment Agreement applicable only to the shares held by Ellison
Trusts.
INVESTMENT AGREEMENT
In connection with the Acquisition of Valley-Hi and the Bank by Norwest,
the Selling Stockholders entered into the Investment Agreement with Norwest,
pursuant to which the shares offered and sold by the Selling Stockholders hereby
were issued. Under the terms of the Investment Agreement, Norwest agreed to
register the shares to be issued to the Selling Stockholders in the Acquisition
for re-sale to the public pursuant to the Securities Act of 1933 (the
"Securities Act") and the Selling Stockholders jointly and severally agreed that
they would not directly or indirectly offer, sell, pledge or transfer or
otherwise dispose of (or solicit any offers to buy, purchase, or otherwise
acquire or pledge) any of such shares, except in compliance with the Investment
Agreement, the Securities Act, and the rules and regulations promulgated
thereunder. As described more fully under the heading "Distribution and
Transfer Requirements" and "Assignment" below, the Investment Agreement contains
provisions relating to, among other matters, the manner in which shares may be
distributed, procedures which must be followed by a Selling Stockholder in
connection with any proposed sale or other transfer of the shares of Norwest
Common Stock acquired pursuant to the Investment Agreement and any assignment of
such rights under the Investment Agreement.
Distribution and Transfer Requirements. The Investment Agreement provides
that any distribution of the shares (defined as a "Transfer" in the Investment
Agreement) to the public be made in an "ordinary trading transaction." An
"ordinary trading transaction" is defined in the Investment Agreement as a sale
of the shares on a nationally-recognized securities exchange using the services
of a broker-dealer registered in the state where the transfer is to occur, and
without the use of special selling efforts or methods. The Investment Agreement
further prohibits a distribution of the shares either to the public or in a
transaction exempt from registration under the Securities Act or applicable
state securities law by means of an option or other derivative securities
transaction, whether or not effected on an option or other securities exchange.
The Investment Agreement also contains a number of transfer requirements
with respect to the shares applicable for a period of two years after the
issuance of the shares. Norwest has the right to refuse to transfer any shares
sold by a Selling Stockholder pursuant to the Investment Agreement and this
prospectus if such Selling Stockholder does not comply with the transfer
procedures set forth in the Investment Agreement. Under these requirements,
9
<PAGE>
each Selling Stockholder must provide five business days written notice
(referred to in the Investment Agreement as the "Notice Period") to Norwest of
any proposed sale or other transfer of the shares offered by the Selling
Stockholders pursuant to this Prospectus. Following receipt of this notice,
Norwest must notify the Selling Stockholder proposing to make the transfer of
shares by 5:00 p.m., Minneapolis, Minnesota time on the last day of the Notice
Period, either that the transfer may occur or that it must be deferred. Any such
transfer will be deferred either in order to permit updating of this Prospectus
or because Norwest has provided the Selling Stockholder a certificate stating
that it would be detrimental to Norwest and its stockholders for the Selling
Stockholder to immediately proceed with the proposed transfer. If Norwest
provides such certificate, Norwest may defer any proposed transfer for one or
more successive 30 day periods. If Norwest does not defer the proposed sale or
other transfer, then the Selling Stockholder must complete the proposed sale or
transfer by the fifth business day after the end of the Notice Period.
In addition, the Investment Agreement specifies certain minimums for the
Selling Stockholders as to the frequency of Transfers and the number of shares
that may be included in any single transfer. Generally, each Selling
Stockholder (other than the Ellison Trust No. 1, Ellison Trust No. 2, any
successor trusts, certain assignees and/or beneficiaries of such trusts, as
described in footnote (3) to the Selling Stockholders' table), may sell or
otherwise transfer not less than 2,000 of the shares of Norwest Common Stock
held by him per Transfer, with not more than one Transfer to occur every three
months in any twelve-month period, beginning on December __, 1995, (the date
the registration statement registering the shares offered hereby became
effective) and ending on the earlier of either the date all such shares are sold
pursuant to this Prospectus or the date such shares may be sold in a public
distribution pursuant to Rule 144 of the Securities Act. This period during
which Transfers must comply with the terms of the Investment Agreement is
referred to as the "Effective Period." During the Effective Period, the Ellison
Trusts and any permitted assignee of the Trusts, as a group, and the
beneficiaries of Ellison Trust No. 2 individually (if and when any shares that
may in the future be held by Ellison Trust Number 2 are distributed to them) may
sell or otherwise transfer shares held by them in an amount per Transfer not
less than 10,000 shares, with not more than one such Transfer to occur every 45
days. See Footnote (3) to the Selling Stockholder table for information about
Ellison Trusts, and the Ellison Trust No. 2 beneficiaries.
Notwithstanding the limitations on Transfers described in this Prospectus,
a Selling Stockholder has the right to transfer his shares during a period
commencing on the fifth business day after each date on which Norwest files its
annual report on Form 10-K, its quarterly reports on Form 10-Q, or at Norwest's
option, current reports on Form 8-K containing certain financial information and
ending on the tenth business day following such date, provided that the Selling
Stockholder has first given Norwest the written notice described above and
Norwest has not exercised its right to defer such transfer by delivering the
officer's certificate described above. If a proposed transfer of the shares is
to be effected other than by a sale or offer to sell the shares pursuant to this
Prospectus as for example, in a transaction not involving a public offering, the
notice from the Selling Stockholder must describe the proposed transfer and be
accompanied by an opinion of experienced securities counsel acceptable to
Norwest with respect to the transfer's compliance with applicable federal and
state securities law registration and other requirements. In addition, the
Investment Agreement requires the Selling Stockholder to furnish certain
documentation to the transfer agent of Norwest's Common Stock as a condition to
completing the transfer.
10
<PAGE>
Assignment. The right of the Selling Stockholders named in this Prospectus
to transfer their shares pursuant to the Investment Agreement is generally not
assignable by operation of law or otherwise, without Norwest's consent. Such
consent is not required, however, in the case of a transfer by bequest, devise,
inheritancy, laws of intestacy, or gift, or in the event of a transfer by
Ellison Trust No. 1 to its beneficiaries (currently, the sole beneficiary of
Ellison Trust No. 1 is Mr. Ellison), or to Ellison Trust No. 2 or to any of its
beneficiaries.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Indemnification Agreement. As a condition to Norwest's consummation of the
Valley-Hi acquisition, Norwest required the Selling Stockholders to enter into
an indemnification agreement with Norwest dated as of July 31, 1995, (the
"Indemnification Agreement") with respect to certain additional taxes, including
interest, penalties and expenses (referred to as a "Tax Loss") that may be owed
in the future. Under the terms of the Indemnification Agreement, the Selling
Stockholders agreed to indemnify and hold harmless Norwest, its subsidiaries
(including Valley-Hi and its affiliates), and their respective successors,
directors, officers, employees, and agents from, and to assume liability for any
such "Tax Loss" incurred by Norwest and/or Valley-Hi for the tax year in which
the Acquisition occurred, up to the maximum value of certain "Escrowed Shares"
described below. Norwest has agreed to provide the Selling Stockholders with
notice of any tax claim by the Internal Revenue Service which could result in a
Tax Loss in a timely manner to allow the Selling Stockholders, with certain
limitations, to contest such a claim at their expense (subject to Norwest's
right to participate in such a contest).
In order to provide for a mechanism by which the Selling Stockholders'
could satisfy any such indemnification obligation, and also as a condition to
the consummation of Norwest's acquisition of Valley-Hi, the Selling Stockholders
executed an Escrow Agreement, also dated as of July 31, 1995 (the "Escrow
Agreement"). The Escrow Agreement which provides for the escrow with Norwest
Bank Minnesota, N.A. as Escrow Agent of the 23,000 Escrowed Shares of Norwest
Common Stock received by the Selling Stockholders in the Acquisition until March
15, 1999, unless the Escrowed Shares are earlier distributed upon notice to the
Escrow Agent that a Tax Loss or the certain other events specified in the Escrow
Agreement have occurred. Under the terms of the Escrow Agreement, the Escrow
Agent is instructed, upon its receipt of a notice of a Tax Loss, to distribute
to Norwest that number of Escrowed Shares computed by dividing the amount of the
Tax Loss by $23.00, and then rounding that number to the nearest whole share.
In the event of a partial distribution of the Escrowed Shares to Norwest, each
Selling Stockholder will contribute to such distribution that number of Escrowed
Shares computed based its or his proportionate interest in the Escrowed Shares.
The Selling Stockholders retain the sole right to vote and receive cash
dividends on the Escrowed Shares, but have no power to dispose of all or any
part of the Escrowed Shares, until termination of the escrow and distribution to
Norwest and the Selling Stockholders of the Escrowed Shares pursuant to the
Escrow Agreement. See footnote (2) to the Selling Stockholders' table above for
additional information regarding the Escrowed Shares.
11
<PAGE>
Former Directors and Executive Officers. At the time of the acquisition of
Valley-Hi and the Bank by Norwest in August 1995, Jack E. Biegler served as the
sole director and president of Valley-Hi. Mr. Biegler resigned his positions as
directors and president effective upon the consummation of Norwest's acquisition
of Valley-Hi.
PLAN OF DISTRIBUTION
The distribution and sale of the shares is subject to the provisions of
the Investment Agreement described above under the heading "SELLING
STOCKHOLDERS--Investment Agreement." Subject to the Selling Stockholders'
compliance with the transfer and other provisions of the Investment Agreement
described above, the distribution of the shares by the Selling Stockholders may
be effected from time to time, in one or more transactions on the New York
Stock Exchange or otherwise, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of the New
York Stock Exchange, in the over-the counter market, in negotiated transactions,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Selling Stockholders may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). Selling
Stockholders and broker-dealers that participate with Selling Stockholders in
the distribution of shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1933, and any commissions received by
them and any profit on the resale of shares may be deemed to be underwriting
compensation. See "SELLING STOCKHOLDERS--Investment Agreement."
DESCRIPTION OF COMMON STOCK
GENERAL
Norwest's Certificate of Incorporation authorizes the issuance of
500,000,000 shares of Common Stock, par value $1 2/3 per share, 5,000,000 shares
of preferred stock, without par value ("Preferred Stock"), and 4,000,000 shares
of preference stock ("Preference Stock"). At September 30, 1995, 342,699,461
shares of Common Stock were issued, of which 337,931,133 were outstanding, and
4,768,328 were held as treasury shares, and 2,129,168 shares of Preferred Stock
were outstanding, consisting of 1,127,125 shares of 10.24% Cumulative Preferred
Stock (the "Norwest Series A Preferred Stock"), 980,000 shares of Cumulative
Tracking Preferred Stock (of which 25,000 shares are held by a subsidiary of
Norwest), 13,311 shares of ESOP Cumulative Convertible Preferred Stock, and
33,732 shares of 1995 ESOP Cumulative Convertible Preferred Stock. On December
1, 1995, Norwest gave notice to the holders of the Norwest Series A Preferred
that the Norwest Series A Preferred would be redeemed by Norwest on January 2,
1996. Holders of the Norwest Series A Preferred Stock have no right to convert
such stock into Norwest Common Stock in lieu of such redemption. 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
12
<PAGE>
and registered with the Commission an additional 1,700,000 shares of Preferred
Stock. Norwest has also authorized for issuance from time to time and registered
or filed for registration with the Commission, pursuant to two universal shelf
registration statements, an indeterminate number of securities (the "Shelf
Securities") with an aggregate initial offering price, as of the date of this
Prospectus, not to exceed $2,350,000,000. The Shelf Securities may be issued as
Preferred Stock or as securities convertible into shares of Preferred Stock and
Preference Stock or Common Stock. Based on the number of shares of Preferred
Stock authorized for issuance under the Norwest Certificate as of June 30, 1995,
the maximum number of shares of Preferred Stock, Preference Stock and Common
Stock, respectively, that could be issued pursuant to the effective shelf
registration statements, when added to shares of Preferred Stock, Preference
Stock and Common Stock already reserved for issuance, issued, or outstanding,
could not exceed respectively, 5,000,000 shares of Preferred Stock, 4,000,000
shares of Preference Stock, and 500,000,000 shares of Common Stock. All or any
portion of the authorized but unissued Preferred Stock or Shelf Securities
issuable as Preferred Stock or convertible into Preferred Stock or Common Stock,
may be issued by Norwest's Board of Directors without further action by
stockholders. Holders of Preferred Stock have certain rights and preferences
with respect to dividends and upon liquidation that are superior to those of
holders of Common Stock. The relative rights and preferences of any Preferred
Stock issued in the future may be established by Norwest's Board of Directors
without stockholder action. Although Norwest has no current plans for the
issuance of any shares of Preferred Stock, except as disclosed in this
Prospectus, such shares, when and if issued, could have dividend, liquidation,
voting, and other rights superior to those of the Common Stock.
COMMON STOCK
Subject to any prior rights of any Preferred Stock then outstanding,
holders of Common Stock are entitled to receive such dividends as are declared
by Norwest's Board of Directors out of funds legally available for that purpose.
For information concerning legal limitations on the ability of Norwest's banking
subsidiaries to supply funds to Norwest, see "CERTAIN REGULATORY MATTERS."
Subject to the rights, if any, of any Preferred Stock then outstanding, all
voting rights are vested in the holders of Common Stock, each share being
entitled to one vote. Subject to any prior rights of any Preferred Stock, in
the event of liquidation, dissolution, or winding up of Norwest, holders of
shares of Common Stock are entitled to receive pro rata any assets distributable
to stockholders in respect of shares held by them. Holders of shares of Common
Stock do not have any preemptive right to subscribe for any additional
securities which may be issued by Norwest. The outstanding shares of Common
Stock, including the shares offered hereby, are fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is Norwest Bank Minnesota,
N.A. Each share of Common Stock also includes, and each share offered hereby
will include, a right to purchase certain Preferred Stock. See "Rights to
Purchase Preferred Stock" below.
The foregoing description of the material terms of the Common Stock does
not purport to be complete and is qualified in its entirety by reference to
Article Fourth of Norwest's Certificate of Incorporation.
RIGHTS TO PURCHASE PREFERRED STOCK
Each share of Common Stock, including the shares being offered hereby, is
accompanied by one preferred share purchase right (collectively, the "Rights").
Once exercisable, each Right
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<PAGE>
entitles the registered holder to purchase one four-hundredth of a share of
Norwest's Series A Junior Participating Preferred Stock, without par value
(collectively, the "Junior Preferred Shares"). Until a Right is exercised, the
holder of a Right, as such, will have no rights as a stockholder of Norwest
including, without limitation, the right to vote or receive dividends.
The Rights trade automatically with shares of Common Stock and become
exercisable only under the circumstances described below. The Rights are
designed to protect the interests of Norwest and its stockholders against
coercive takeover tactics. The purpose of the Rights is to encourage potential
acquirors to negotiate with Norwest's Board of Directors prior to attempting a
takeover and to give the Board leverage in negotiating on behalf of all
stockholders the terms of any proposed takeover. The Rights may, but are not
intended to, deter takeover proposals.
Junior Preferred Shares purchasable upon exercise of the Rights will rank
junior to all other series of Preferred Stock and will not be redeemable. Each
Junior Preferred Share will, subject to the rights of senior securities of
Norwest, be entitled to a preferential cumulative quarterly dividend payment
equal to the greater of $1.00 per share or, subject to certain adjustments, 400
times the dividend declared per share of Common Stock. Upon liquidation of
Norwest, the holders of the Junior Preferred Shares will, subject to the rights
of such senior securities, be entitled to a preferential liquidation payment
equal to the greater of $400 per share plus all accrued and unpaid dividends or
400 times the payment made per share of Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each Junior Preferred Share will, subject to the rights of such
senior securities, be entitled to receive 400 times the amount received per
share of Common Stock. These rights of the Junior Preferred Shares are
protected by customary antidilution provisions. Each Junior Preferred Share
will have 400 votes, voting together with the Common Stock.
The purchase price for each one one-hundredth of a Junior Preferred Share
is $175.00. The purchase price is subject to adjustment upon the occurrence of
certain events, including stock dividends on the Junior Preferred Shares or
issuance of warrants for, or securities convertible on certain terms into,
Junior Preferred Shares. The number of Rights outstanding and the number of
Junior Preferred Shares issuable upon the exercise of the Rights are subject to
adjustment in the event of a stock split of, or a stock dividend on, the Common
Stock.
The Rights will become exercisable only if a person or group acquires or
announces an offer to acquire 25% or more of the outstanding shares of the
Common Stock. This triggering percentage may be reduced to no less than 15% by
the Board of Directors prior to the time the Rights become exercisable. The
Rights have certain additional features that will be triggered upon the
occurrence of specified events:
(1) If a person or group acquires at least the triggering percentage of
the Common Stock, the Rights permit holders of the Rights, other than such
person or group, to acquire the Common Stock at 50% of market value.
However, this feature will not apply if a person or group which owns less
than the triggering percentage acquires at least 85% of the outstanding
shares of Common Stock pursuant to a cash tender offer for 100% of the
outstanding Common Stock.
(2) After a person or group acquires at least the triggering percentage
and before the acquiror owns 50% of the outstanding shares of Common Stock,
the Board of Directors
14
<PAGE>
may exchange each Right, other than Rights owned by such acquiror, for one
share of Common Stock or one four-hundredth of a Junior Preferred Share.
(3) In the event of certain business combinations involving Norwest or the
sale of 50% or more of the assets or earning power of Norwest, the Rights
permit holders of the Rights to purchase the stock of the acquiror at 50%
of market value.
At any time prior to the acquisition by a person or group of the triggering
percentage or more of the outstanding shares of Common Stock, the Board of
Directors may redeem the Rights in whole, but not in part, at a price of $.0025
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis, and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
remaining right of the holders of Rights will be to receive the Redemption
Price.
The Rights will expire on November 23, 1998, unless extended or earlier
redeemed by Norwest. Generally, the terms of the Rights may be amended by the
Board of Directors without the consent of the holders of the Rights.
The foregoing description of the material terms of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement and related Certificates of Adjustment dated July 21, 1989 and
June 28, 1993.
LEGAL OPINION
A legal opinion to the effect that the shares of Norwest's Common Stock
offered hereby were validly issued and fully paid and nonassessable has been
rendered by Stanley S. Stroup, Executive Vice President and General Counsel of
Norwest. At September 30, 1995, Mr. Stroup was the owner of approximately
108,607 shares and held options to acquire 327,410 additional shares of
Norwest's Common Stock.
EXPERTS
The consolidated financial statements of Norwest and subsidiaries as of
December 31, 1993 and 1994, and for each of the years in the three-year period
ended December 31, 1994, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by Norwest Corporation ("Norwest") in connection with
distribution of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 4,446.05
Legal Fees and Expenses 8,000.00
Accounting Fees and Expenses 3,500.00
Blue Sky Fees and Expenses 3,000.00
Miscellaneous 1,200.00
----------
Total $20,146.05
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest provides for broad indemnification of directors and
officers of Norwest.
ITEM 16. EXHIBITS
3.1 -- Restated Certificate of Incorporation (As Amended) (incorporated
herein by reference to Exhibit 3(b) to Norwest's Current Report on
Form 8-K dated June 28, 1993).
3.1.1 -- Certificate of Designation of powers, preferences, and rights of
Norwest's ESOP Cumulative Preferred Stock (incorporated herein by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
3.1.2 -- Certificate of Designation of powers, preferences, and rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3. -- Certificate of Designation of powers, preferences, and rights of
Norwest's 1995 ESOP Cumulative Preferred Stock (incorporated herein by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995).
II-1
<PAGE>
3.1.4 -- Certificate of Amendment to Certificate of Incorporation (incorporated
herein by reference to Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995).
3.1.5 -- Certificate Eliminating the Certificate of Designations with respect
to the Cumulative Convertible Preferred Stock, Series B (incorporated
herein by reference to Exhibit 2 to Norwest's Current Report on Form
8-K dated November 1, 1995).
3.2 -- Bylaws of Norwest, as amended (incorporated herein by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., (incorporated herein by reference to Exhibit 1 to
Norwest's Form 8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement
(incorporated herein by reference to Exhibit 3 to Norwest's Form 8
dated July 21, 1989).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest.
10.1 -- Investment Agreement dated as of July 31, 1995 among Norwest, Ray
Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July 31, 1995 among Norwest,
Ray Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler,
and Jack Robinson.
10.3 -- Escrow Agreement dated as of July 31, 1995 among Norwest, Ray
Ellison Trust Number One, John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit 5
filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial statements of
Norwest).
24 -- Powers of Attorney.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Norwest hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to (i) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, (ii) reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement, and (iii) include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Norwest pursuant to Section 13 or 15(d)
or the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) The undersigned Norwest hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Norwest hereby undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) The undersigned Norwest hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Norwest pursuant to the foregoing provisions, or otherwise, Norwest
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Norwest of expenses incurred or paid
by a director, officer or controlling person of Norwest in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, on the 22nd day of December, 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 22nd day of December, 1995, by
the following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
--------------------------- (Principal Executive Officer)*
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
------------------------ (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON )
REATHA CLARK KING )
RICHARD M. KOVACEVICH ) A majority of the Board of Directors*
RICHARD S. LEVITT )
CYNTHIA H. MILLIGAN )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
-----------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------ ----------- --------
3.1 -- Restated Certificate of Incorporation (As Amended)
(incorporated herein by reference to Exhibit 3(b)
to Norwest's Current Report on Form 8-K dated
June 28, 1993.
3.1.1 -- Certificate of Designations of Powers, Preferences,
and Rights relating to Norwest's ESOP Cumulative
Preferred Stock (incorporated herein by reference
to Exhibit 4 to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994.
3.1.2 -- Certificate of Designations of Powers, Preferences,
and Rights of Norwest Cumulative Tracking Preferred
Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated
January 9, 1995).
3.1.3. -- Certificate of Designation of powers, preferences,
and rights of Norwest's 1995 ESOP Cumulative
Preferred Stock (incorporated herein by reference
to Exhibit 4 to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995).
3.1.4 -- Certificate of Amendment to Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3 to Norwest's Current Report on Form
8-K dated July 3, 1995).
3.1.5. -- Certificate Eliminating the Certificate of
Designations with respect to the Cumulative
Convertible Preferred Stock, Series B (incorporated
herein by reference to Exhibit 2 to Norwest's
Current Report on Form 8-K dated November 1, 1995).
3.2 -- Bylaws of Norwest, as amended (incorporated herein
by reference to Exhibit 4(c) to Norwest's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1991).
4 -- Rights Agreement, dated as of November 22, 1988,
between Norwest and Citibank, N.A., (incorporated
herein by reference to Exhibit 1 to Norwest's Form
8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to
Rights Agreement (incorporated herein by reference
to Exhibit 3 to Norwest's Form 8 dated July 21,
1989).
II-5
<PAGE>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------- ----------- -------
4.2 -- Certificate of Adjustment dated June 28, 1993, to
Rights Agreement (incorporated by reference to
Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to **
Norwest.
10.1 -- Investment Agreement dated as of July 31, 1995 **
among Norwest, Ray Ellison Trust Number One,
John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July **
31, 1995 among Norwest, Ray Ellison Trust Number
One, John H. (Jack) Willome, Jack E. Biegler,
and Jack Robinson.
10.3 -- Escrow Agreement dated dated as of July 31, 1995 **
among Norwest, Ray Ellison Trust Number One,
John H. (Jack) Willome, Jack E. Biegler, and
Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included **
as part of Exhibit 5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (relating to **
financial statements of Norwest).
24 -- Powers of Attorney. **
- -------------
*Parenthetical references to exhibits in the description of Exhibits 3.1,
3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.2, 4, 4.1, and 4.2 are incorporated by
reference from such exhibits to the indicated reports of Norwest filed with
the Securities and Exchange Commission under File No. 1-2979.
**Previously filed by electronic transmission
II-6
