SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 3, 1995
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-667-1234
<PAGE>
Form 8-K
NORWEST CORPORATION
ITEM 5. Other Events
Norwest Corporation (the corporation) has made several acquisitions that
either have already been consummated or are expected to be consummated in
1995. In the aggregate, the acquisitions are significant to the financial
statements of the corporation, as specified in Rules 1-02(v) and 3-05 of
Regulation S-X. Consequently, pro forma financial statements are presented
herein under Item 7 below.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Pro forma Financial Information
The corporation is presenting the unaudited pro forma combining financial
information related to recently consummated or pending acquisitions in
response to Rule 3-05 and Article 11 of Regulation S-X. The following
unaudited pro forma combining financial information has been prepared to
reflect five acquisitions of financial institutions and related businesses
which were consummated, as described in footnote 1, prior to March 31, 1995,
and 16 other acquisitions, including pending acquisitions subject to approval
by regulatory agencies, as described in footnote 2, which were consummated
subsequent to March 31, 1995 or are expected to be consummated in fiscal 1995.
The current or pending acquisitions described in footnotes 1 and 2
(collectively the "Combining Companies") are not individually significant or
material to the financial statements of the corporation.
The unaudited pro forma combining balance sheet and income statements are
based upon the historical results of the corporation and the Combining
Companies. Pro forma adjustments, and the assumptions on which they are
based, are described in the accompanying footnotes. The unaudited pro forma
combining financial information has not been adjusted to reflect immaterial
differences in the accounting and reporting policies between the corporation
and the Combining Companies. Such unaudited pro forma combining financial
information is not necessarily indicative of the consolidated financial
position or results of operations which would have actually been attained if
the acquisitions had been consummated in the past or what may be attained in
the future.
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NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
MARCH 31, 1995
<TABLE>
<CAPTION>
In millions Pro Forma
Norwest Combining Pro Forma Combining
Corporation Companies Adjustments Balance
Note (1) Note (2) Note (3) Sheet_
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents................... $ 3,603.4 253.1 (8.1) 3,848.4
Trading account securities.................. 153.0 - - 153.0
Investment securities....................... 15,471.2 1,170.7 (7.3) 16,634.6
Student loans available for sale............ 2,163.1 - - 2,163.1
Mortgages held for sale..................... 3,367.9 13.7 - 3,381.6
Loans and leases, net of allowance for
credit losses............................. 33,064.1 2,920.2 33.6 36,017.9
Premises and equipment, net................. 995.9 74.0 (0.7) 1,069.2
Interest receivable and other assets........ 3,026.5 107.0 611.1 3,744.6
Total assets ......................... $61,845.1 4,538.7 628.6 67,012.4
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing ..................... $ 8,840.5 476.0 (10.3) 9,306.2
Interest-bearing ........................ 28,250.8 1,863.6 (0.3) 30,114.1
Total deposits ....................... 37,091.3 2,339.6 (10.6) 39,420.3
Short-term borrowings ...................... 7,208.7 1,292.9 (138.4) 8,363.2
Accrued expenses and other liabilities ..... 2,270.7 109.6 0.1 2,380.4
Long-term debt ............................. 10,886.9 315.9 961.9 12,164.7
Total liabilities .................... 57,457.6 4,058.0 813.0 62,328.6
Preferred stock, net of unearned
ESOP shares .............................. 529.9 2.9 (2.9) 529.9
Common stock ............................... 556.7 125.5 (83.7) 598.5
Surplus .................................... 559.5 82.7 60.4 702.6
Retained earnings .......................... 3,067.8 257.4 (161.7) 3,163.5
Net unrealized gains (losses) on securities
available for sale........................ (16.7) 12.7 3.3 (0.7)
Note receivable from ESOP .................. (13.3) - - (13.3)
Treasury stock ............................. (288.3) (0.2) 0.2 (288.3)
Foreign currency translation ............... (8.1) (0.3) - (8.4)
Total stockholders' equity ........... 4,387.5 480.7 (184.4) 4,683.8
Total liabilities and
stockholders' equity ............... $61,845.1 4,538.7 628.6 67,012.4
</TABLE>
See notes to unaudited pro forma combining financial information.
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<PAGE>
NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
In millions, except per common share amounts Combining Pro Forma
Companies Pro Forma Combining
Norwest Notes (1) Adjustments Income
Corporation and (2) Note (4) Statement
<S> <C> <C> <C> <C>
INTEREST INCOME ON
Loans and leases ........................... $ 3,071.2 498.0 - 3,569.2
Investment securities ...................... 907.4 106.2 - 1,013.6
Student loans available for sale............ 111.4 - - 111.4
Mortgages held for sale..................... 257.2 - - 257.2
Money market investments.................... 21.9 8.5 - 30.4
Trading account securities.................. 24.6 - - 24.6
Total interest income ................ 4,393.7 612.7 - 5,006.4
INTEREST EXPENSE ON
Deposits ................................... 863.4 106.9 - 970.3
Short-term borrowings ...................... 290.3 80.4 - 370.7
Long-term debt ............................. 436.4 18.3 56.5 511.2
Total interest expense ............... 1,590.1 205.6 56.5 1,852.2
Net interest income ............... 2,803.6 407.1 (56.5) 3,154.2
Provision for credit losses ................ 164.9 38.3 - 203.2
Net interest income after
provision for credit losses ..... 2,638.7 368.8 (56.5) 2,951.0
NONINTEREST INCOME
Trust....................................... 210.3 0.5 - 210.8
Service charges on deposit accounts......... 234.4 17.4 - 251.8
Mortgage banking ........................... 581.0 143.6 - 724.6
Data processing............................. 61.6 - - 61.6
Credit card................................. 116.5 - - 116.5
Insurance................................... 207.4 23.7 - 231.1
Other fees and service charges ............. 182.3 100.9 - 283.2
Net investment securities losses............ (0.2) - - (0.2)
Net investment and mortgage-backed securi-
ties available for sale losses............ (79.0) (52.4) - (131.4)
Net venture capital gains................... 77.1 - - 77.1
Other ...................................... 46.9 41.9 - 88.8
Total noninterest income.............. 1,638.3 275.6 - 1,913.9
NONINTEREST EXPENSES
Salaries and benefits ...................... 1,573.7 235.0 - 1,808.7
Net occupancy............................... 227.3 30.7 - 258.0
Equipment rentals, depreciation
and maintenance........................... 235.4 17.4 - 252.8
Business development........................ 190.5 9.0 - 199.5
Communication............................... 184.8 6.0 - 190.8
Data processing............................. 113.4 11.4 - 124.8
FDIC assessment and regulatory
examination fees.......................... 87.6 7.1 - 94.7
Intangible asset amortization............... 77.0 3.3 40.5 120.8
Other ...................................... 406.7 186.0 - 592.7
Total noninterest expenses............ 3,096.4 505.9 40.5 3,642.8
</TABLE>
(Continued on Page 5)
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<PAGE>
NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
In millions, except per common share amounts Combining Pro Forma
Companies Pro Forma Combining
Norwest Notes (1) Adjustments Income
Corporation and (2) Note (4) Statement
(Continued from page 4)
<S> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES
Income before income taxes ................. 1,180.6 138.5 (97.0) 1,222.1
Income tax expense ......................... 380.2 74.1 (34.0) 420.3
NET INCOME ................................. $ 800.4 64.4 (63.0) 801.8
Average Common and Common
Equivalent Shares - Note (4)............. 315.1 37.4 352.5
PER COMMON SHARE
Net Income
Primary ............................... $ 2.45 2.20
Fully diluted ......................... 2.41 2.16
</TABLE>
See notes to unaudited pro forma combining financial information.
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<PAGE>
NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
In millions, except per common share amounts Pro Forma
Norwest Combining Pro Forma Combining
Corporation Companies Adjustments Income
Note (1) Note (2) Note (4) Statement
<S> <C> <C> <C> <C>
INTEREST INCOME ON
Loans and leases............................ $ 887.5 121.6 - 1,009.1
Investment securities ...................... 280.6 18.3 - 298.9
Student loans available for sale............ 45.5 - - 45.5
Mortgages held for sale..................... 57.2 - - 57.2
Money market investments.................... 13.9 1.9 - 15.8
Trading account securities.................. 3.3 - - 3.3
Total interest income ................ 1,288.0 141.8 - 1,429.8
INTEREST EXPENSE ON
Deposits ................................... 267.1 22.5 - 289.6
Short-term borrowings ...................... 112.8 23.9 - 136.7
Long-term debt ............................. 164.4 1.7 14.1 180.2
Total interest expense ............... 544.3 48.1 14.1 606.5
Net interest income ............... 743.7 93.7 (14.1) 823.3
Provision for credit losses ................ 55.3 11.0 - 66.3
Net interest income after
provision for credit losses .... 688.4 82.7 (14.1) 757.0
NONINTEREST INCOME
Trust....................................... 56.5 0.2 - 56.7
Service charges on deposit accounts......... 61.5 3.7 - 65.2
Mortgage banking ........................... 161.0 12.8 - 173.8
Data processing............................. 14.8 - - 14.8
Credit card................................. 30.9 - - 30.9
Insurance................................... 51.0 5.3 - 56.3
Other fees and service charges ............. 47.9 24.9 - 72.8
Net investment and mortgage-backed securi-
ties available for sale losses............ (35.2) - - (35.2)
Net venture capital gains................... 21.6 - - 21.6
Other ...................................... 18.2 8.0 - 26.2
Total noninterest income.............. 428.2 54.9 - 483.1
NONINTEREST EXPENSES
Salaries and benefits ...................... 398.5 41.9 - 440.4
Net occupancy............................... 59.7 5.8 - 65.5
Equipment rentals, depreciation
and maintenance........................... 63.6 1.7 - 65.3
Business development........................ 43.5 1.1 - 44.6
Communication............................... 50.5 - - 50.5
Data processing............................. 30.1 1.3 - 31.4
FDIC assessment and regulatory
examination fees.......................... 22.4 0.6 - 23.0
Intangible asset amortization............... 18.4 - 10.1 28.5
Other ...................................... 105.9 42.9 - 148.8
Total noninterest expenses............ 792.6 95.3 10.1 898.0
</TABLE>
(Continued on Page 7)
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<PAGE>
NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
In millions, except per common share amounts Pro Forma
Norwest Combining Pro Forma Combining
Corporation Companies Adjustments Income
Note (1) Note (2) Note (4) Statement
(Continued from page 6)
<S> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES ................. 324.0 42.3 (24.2) 342.1
Income tax expense ......................... 107.2 11.5 (8.5) 110.2
NET INCOME ................................. $ 216.8 30.8 (15.7) 231.9
Average Common and Common
Equivalent Shares - Note (4).............. 314.5 33.7 348.2
PER COMMON SHARE
Net Income
Primary ................................ $ 0.66 0.64
Fully diluted .......................... 0.65 0.63
</TABLE>
See notes to unaudited pro forma combining financial information.
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<PAGE>
NORWEST CORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINING FINANCIAL INFORMATION
(1) On March 13, 1995, the corporation acquired Directors Mortgage Loan
Corporation in Riverside, California, and issued 10,545,778 common shares. On
February 28, 1995, the corporation acquired Parker Bankshares, Inc., a bank
holding company located in Parker, Colorado, with total assets of $59 million,
and issued 394,995 common shares. On February 12, 1995, the corporation
acquired Independent Bancorp of Arizona, Inc., a $1.6 billion bank holding
company headquartered in Phoenix, Arizona, for cash of $159.7 million. On
January 6, 1995, the corporation acquired American Republic Bancshares, Inc.,
a $222 million bank holding company located in Belen, New Mexico, and issued
1,206,546 common shares. On January 5, 1995, the corporation completed its
acquisition of Ken-Caryl Investment Company, a bank holding company
headquartered in Littleton, Colorado, with total assets of $29 million, and
issued 149,774 common shares.
The acquisitions of Parker Bankshares, Inc. and Directors Mortgage Loan
Corporation were accounted for using the pooling of interests method of
accounting; however, the financial results of the corporation for periods
prior to these acquisitions have not been restated because the effect of these
acquisitions on the corporation's financial statements was not material. The
acquisitions of Ken-Caryl Investment Company, American Republic Bancshares,
Inc., and Independent Bancorp of Arizona, Inc., were accounted for using the
purchase method.
(2) The corporation had eight acquisitions that were consummated during the
second quarter and eight other acquisitions pending at June 30, 1995 with
total assets of approximately $4.5 billion. It is anticipated that cash of
$831 million and approximately 25.1 million common shares will be issued upon
completion of all such acquisitions.
On June 1, 1995, the corporation completed acquisitions of three
financial institutions. The corporation acquired United Texas Financial
Corporation, a $296 million two-bank holding company based in Wichita
Falls, Texas, and issued 1,515,851 common shares. The corporation also
acquired First American National Bank, a $39 million bank located in
Chandler, Arizona, through the issuance of 192,831 common shares and
First Tule Bancorp, Inc., a $61 million bank holding company in Tulia,
Texas, for cash of $8.25 million.
On May 10, 1995, the corporation acquired New Braunfels, Inc., a $43
million bank holding company in New Braunfels, Texas, for $7 million
cash. The corporation completed its acquisition on May 4, 1995 of
certain subsidiaries and net assets of ITT Financial Corporation's
Island Finance business for $574 million cash. On May 1, 1995, the
corporation acquired Goldenbanks of Colorado, Inc., a $361 million
multi-bank holding company based in Golden, Colorado, and issued
2,716,629 common shares. On April 10, 1995 the corporation completed
its acquisition of The First National Bank of Bay City, a $146 million
bank in Bay City, Texas, and issued 932,642 common shares. On April 1,
1995, the corporation acquired Babbscha Company, a $53 million bank
holding company in Fridley, Minnesota, and issued 275,921 common shares.
8
<PAGE>
Pending acquisitions by the corporation include: Comfort Bancshares, Inc., a
$42 million bank holding company in Comfort, Texas, for approximately $6.2
million in cash; Dickinson Bancorporation, Inc., a $124 million bank holding
company in Dickinson, North Dakota, through issuance of approximately 611,000
shares of common stock; Valley-Hi Investment Company, a $128 million bank
holding company based in San Antonio, Texas, through issuance of approximately
428,000 shares of common stock; First National Bank in Big Spring, a $224
million bank in Big Spring, Texas, for approximately $38 million in cash;
Alice Bancshares, Inc., a $192 million bank holding company located in Alice,
Texas, for approximately $40.2 million in cash; State National Bank, a $1.1
billion bank in El Paso, Texas, for approximately $157 million in cash;
Foothill Group, Inc., a financial services company in Los Angeles, California
specializing in commercial finance and money management, through issuance of
approximately 16,415,890 shares of common stock; and Orlandi Valuta, a money
transmision business in Los Angeles, California, through issuance of
approximately 2,000,000 shares of common stock.
The acquisitions of Goldenbanks of Colorado, Inc. and First American National
Bank (Chandler, AZ) were accounted for using the pooling of interests method
of accounting; however, the financial results of the corporation for the
periods prior to these acquisitions have not been restated because the effect
of these acquisitions on the corporation's financial statements was not
material. When consummated, the corporation expects the acquisitions of the
Foothill Group, Inc. and Orlandi Valuta to be accounted for using the pooling
of interests method of accounting, without restatement of prior period results
since the effect of these acquisitions on the corporation's financial
statements is not expected to be material. All other acquisitions are
expected to be or have been accounted for using the purchase method.
(3) Pro forma balance sheet adjustments primarily include adjustments to
record assets acquired and liabilities assumed in acquisitions accounted for
under the purchase method at fair value, including intangibles representing
the excess of the purchase price over net assets acquired approximating $607.1
million. The pro forma adjustments assume the issuance of long-term debt for
acquisitions in which the corporation has or expects to pay cash
consideration. In connection with the corporation's acquisition of certain
subsidiaries and net assets of ITT Financial Corporation's Island Finance
business, approximately $217.2 million of short-term borrowings assumed by the
corporation were refinanced from the issuance of long-term debt. Also,
adjustments have been made to common stock and surplus to properly state the
par value of the corporation's common stock, and to eliminate treasury stock
of First Tule Bancorp, Inc. and preferred stock of the Foothill Group, Inc. to
be exchanged for the corporation's common stock.
(4) Pro forma income statement adjustments reflect amortization of
intangibles representing the excess of the purchase price over net assets
acquired amortized over a 15-year period. Adjustments have been made to
interest expense on long-term debt to reflect additional interest costs
incurred to finance certain acquisitions at an assumed borrowing rate of 6.8%.
Pro forma earnings per share and average common and common equivalent shares
reflect the transactions described in Notes (1) and (2).
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<PAGE>
Exhibit
The following exhibit is filed in response to Item 601 of Regulation S-K.
Exhibit No. Exhibit
3 Certificate of Amendment of Certificate of
Incorporation of the Corporation authorizing
4,000,000 shares of Preference Stock, filed
in the Office of the Delaware Secretary of
State on June 19, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
July 3, 1995 By__/s/ Michael A. Graf_____
Senior Vice President
and Controller
(Chief Accounting Officer)
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Exhibit 3
NORWEST CORPORATION
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
________________________________
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
________________________________
We, Stanley S. Stroup, Executive Vice President,
and Laurel A. Holschuh, Secretary of Norwest Corporation, a
corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, do
hereby certify:
FIRST: That at a meeting of the Board of
Directors of Norwest Corporation duly held on February 28,
1995, resolutions were adopted proposing an amendment, as
hereinafter set forth, of the Restated Certificate of
Incorporation of said Corporation, declaring the
advisability of such amendment, and directing that the
amendment be presented for the consideration of the
stockholders of said Corporation at the next annual
meeting.
SECOND: That at the annual meeting of all such
stockholders entitled to vote on the amendment hereinafter
set forth, held on April 25, 1995, and called in accordance
with the By-laws of said Corporation, and in accordance
with the relevant provisions of the General Corporation Law
of the State of Delaware, the holders of a majority of the
outstanding shares of common stock of said Corporation
voted in favor of such amendment, as hereinafter set forth,
to the Restated Certificate of Incorporation of said
Corporation.
THIRD: That there has been duly adopted, in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware, an
amendment of the Restated Certificate of Incorporation of
Norwest Corporation, amending the paragraphs of Article
FOURTH of the Restated Certificate of Incorporation through
and including Section 8 thereof to read as follows:
FOURTH: The total number of shares of
all classes of stock which the corporation shall have
authority to issue is Five Hundred Nine Million
(509,000,000) shares, consisting of Five Million
(5,000,000) shares of Preferred Stock without par
value, Four Million (4,000,000) shares of Preference
Stock without par value and Five Hundred Million
(500,000,000) shares of Common Stock of the par value
of $1-2/3 per share.
<PAGE>
The designations and the voting powers,
preferences and relative, participating, optional or
other special rights, and qualifications, limitations
or restrictions thereof, of the Preferred Stock, the
Preference Stock and the Common Stock which are fixed
by the Certificate of Incorporation and the express
grant of authority to the Board of Directors of the
corporation (hereinafter referred to as the "Board of
Directors") to fix by resolution or resolutions the
designations and the voting powers, preferences and
relative, participating, optional or other special
rights, and qualifications, limitations or
restrictions thereof, of the Preferred Stock and the
Preference Stock which are not fixed by the
Certificate of Incorporation are as follows:
1. The Preferred Stock may be issued
at any time or from time to time in any amount,
provided not more than 5,000,000 shares thereof shall
be outstanding at any one time, as Preferred Stock of
one or more series, as hereinafter provided. Each
share of any one series of Preferred Stock shall be
identical in all respects except as to the date from
which dividends thereon may be cumulative, each
series of Preferred Stock shall be distinctly
designated by letter or descriptive words, and all
series of Preferred Stock shall rank equally and be
identical in all respects except as permitted by the
provisions of Section 2 of this Article FOURTH.
Shares of Preferred Stock shall be issued only as
fully paid and non-assessable shares.
The Preference Stock may be issued at any
time or from time to time in any amount, provided not
more than 4,000,000 shares thereof shall be
outstanding at any one time, as Preference Stock of
one or more series, as hereinafter provided. Each
share of any one series of Preference Stock shall be
identical in all respects except as to the date from
which dividends thereon may be cumulative, each
series of Preference Stock shall be distinctly
designated by letter or descriptive words, and all
series of Preference Stock shall rank equally and be
identical in all respects except as permitted by the
provisions of Section 2 of this Article FOURTH.
Shares of Preference Stock shall be issued only as
fully paid and non-assessable shares.
2. Authority is hereby expressly
granted to and vested in the Board of Directors at
any time or from time to time to issue the Preferred
Stock as Preferred Stock of any series and the
Preference Stock as Preference Stock of any series
and, in connection with the creation of each such
series, to fix by resolution or resolutions providing
for the issue of shares thereof the designations and
the voting powers, preferences and relative,
participating, optional or other special rights, and
the qualifications, limitations or restrictions
thereof, of such series so far as not inconsistent
2
<PAGE>
with the provisions of this Article FOURTH applicable
to all series of Preferred Stock or Preference Stock,
respectively, and to the full extent now or hereafter
permitted by the laws of the State of Delaware,
including the following:
(a) The distinctive designation of
such series and the number of shares which
shall constitute such series, which number may
be increased (except where otherwise provided
by the Board of Directors in creating such
series) or decreased (but not below the number
of shares thereof then outstanding) from time
to time by like action of the Board of
Directors;
(b) The annual rate or rates of
dividends payable on shares of such series,
whether dividends shall be cumulative and, if
so, the date or dates from which dividends
shall be cumulative on the shares of such
series, the preferences, restrictions,
limitations and conditions upon the payment of
dividends, and the dates on which dividends, if
declared, shall be payable;
(c) Whether shares of such series
shall be redeemable and, if so, the terms and
conditions of such redemption, including the
date or dates upon or after which they shall be
redeemable, and the amount per share payable in
case of redemption, which amount may vary under
different conditions and at different
redemption dates;
(d) The rights of the shares of such
series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the
corporation, and the relative rights of
priority, if any, of payment of shares of such
series;
(e) Whether shares of such series
shall have a purchase, retirement or sinking
fund for the purchase, retirement, or
redemption of shares of such series and, if so,
the terms and provisions thereof;
(f) Whether shares of such series
shall have conversion privileges and, if so,
the terms and provisions thereof, including
provision for adjustment of the conversion rate
in such events as the Board of Directors shall
determine;
(g) Whether shares of such series
shall have voting rights, in addition to voting
rights provided by law, and, if so, the terms
and provisions thereof; and
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<PAGE>
(h) Any other preferences and
relative, participating, optional or other
special rights, and qualifications, limitations
or restrictions thereof.
3. The holders of the Preferred Stock
of each series and the holders of the Preference
Stock of each series, respectively, shall be entitled
to receive such dividends, when and as declared by
the Board of Directors, out of funds legally
available therefor, as they may be entitled to in
accordance with the resolution or resolutions adopted
by the Board of Directors providing for the issue of
such series, payable on such dates as may be fixed in
such resolution or resolutions. So long as there
shall be outstanding any shares of Preferred Stock of
any series or any shares of Preference Stock of any
series entitled to cumulative dividends pursuant to
the resolution or resolutions providing for the issue
of such series, no dividend, whether in cash or
property, shall be paid or declared, nor shall any
distribution be made, on the Common Stock, nor shall
any shares of Common Stock be purchased, redeemed or
otherwise acquired for value by the corporation, if
at the time of making such payment, declaration,
distribution, purchase, redemption or acquisition the
corporation shall be in default with respect to any
dividend payable on, or obligation to maintain a
purchase, retirement or sinking fund with respect to
or to redeem, shares of Preferred Stock of any series
or shares of Preference Stock of any series. The
foregoing provisions of this Section 3 shall not,
however, apply to a dividend payable in Common Stock
or to the acquisition of shares of Common Stock in
exchange for, or through application of the proceeds
of the sale of, shares of Common Stock.
Subject to the foregoing and to
any further limitations prescribed in accordance with
the provisions of Section 2 of this Article FOURTH,
the Board of Directors may declare, out of any funds
legally available therefor, dividends upon the then
outstanding shares of Common Stock, and shares of
Preferred Stock of any series and shares of
Preference Stock of any series shall not be entitled
to participate therein.
4. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of
the corporation, the holders of the Preferred Stock
of each series and the holders of the Preference
Stock of each series shall be entitled to receive,
out of the assets of the corporation available for
distribution to its stockholders, before any
distribution of assets shall be made to the holders
of the Common Stock, the amount per share fixed by
the Board of Directors pursuant to Section 2 of this
Article FOURTH, plus in each such case an amount
equal to any cumulative dividends thereon to the date
of final distribution to the holders of the Preferred
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Stock or to the holders of the Preference Stock,
respectively; and the holders of the Common Stock
shall be entitled, to the exclusion of the holders of
the Preferred Stock of any and all series and the
holders of the Preference Stock of any and all
series, respectively, to participate ratably in all
the assets of the corporation then remaining in
accordance with their respective rights and
preferences. If upon any liquidation, dissolution or
winding up of the corporation the assets available
for distribution shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock
or the holders of all outstanding shares of
Preference Stock the full amounts to which they
respectively shall be entitled, the holders of shares
of Preferred Stock of all series and the holders of
shares of Preference Stock of all series,
respectively, shall participate ratably in any
distribution of assets according to the respective
amounts which would be payable in respect of the
shares of Preferred Stock or shares of Preference
Stock held by them upon such distribution if all
amounts payable in respect of the Preferred Stock of
all series or the Preference Stock of all series,
respectively, were paid in full. Neither the
statutory merger nor consolidation of the corporation
into or with any other corporation, nor the statutory
merger or consolidation of any other corporation into
or with the corporation, nor a sale, transfer or
lease of all or any part of the assets of the
corporation, shall be deemed to be a liquidation,
dissolution or winding up of the corporation within
the meaning of this Section 4.
5. The corporation, at the option of
the Board of Directors, may redeem the whole or any
part of the Preferred Stock of any series or of the
Preference Stock of any series at the price or prices
and on the terms and conditions provided in the
resolution or resolutions adopted by the Board of
Directors providing for the issue of such series.
6. Anything herein or in any
resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of
Preferred Stock or any series of Preference Stock
contained to the contrary notwithstanding, the rights
of the holders of all classes of stock of the
corporation in respect of dividends and purchase,
retirement or sinking funds, if any, shall at all
times be subject to the power of the Board of
Directors from time to time to set aside such
reserves and to make such other provisions, if any,
as the Board of Directors shall deem to be necessary
or advisable for working capital, for expansion of
the corporation's business (including the acquisition
of real and personal property for that purpose) and
for any other purpose of the corporation.
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7. Except as otherwise provided by
the statutes of the State of Delaware or by the
Certificate of Incorporation or by the resolution or
resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred
Stock or any series of Preference Stock, the holders
of the Preferred Stock and the holders of the
Preference Stock shall have no right to vote. The
holders of the Preferred Stock and the holders of the
Preference Stock shall not be entitled to receive
notice of any meeting of stockholders at which they
are not entitled to vote or consent. The holders of
shares of Preference Stock shall not be entitled to
more than one vote per share.
8. Except as otherwise provided by
the statutes of the State of Delaware or by the
Certificate of Incorporation or by the resolution or
resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred
Stock or any series of Preference Stock, the vote of
the holders of all or any portion of any class of
stock, as a class, shall not be required for any
action whatsoever to be taken or authorized by the
stockholders of the corporation, including any
amendment of the Certificate of Incorporation.
IN WITNESS WHEREOF, NORWEST CORPORATION has caused
its corporate seal to be hereunto affixed and this
Certificate to be signed by Stanley S. Stroup, its
Executive Vice President, and attested by Laurel A.
Holschuh, its Secretary, this 16th day of June, 1995.
NORWEST CORPORATION
(Corporate Seal)
By: /s/ Stanley S. Stroup
Executive Vice President
ATTEST:
/s/ Laurel A. Holschuh
Secretary
[Filed in the Office of the Delaware Secretary of State on
June 19, 1995]
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