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Registration No. 033-54147
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
================================================================================
<PAGE>
PROSPECTUS
NORWEST CORPORATION
149,774 SHARES OF
COMMON STOCK
(PAR VALUE $1 2/3)
This Prospectus pertains to an offering from time to time of 149,774 shares
of Common Stock (par value $1 2/3) (the "Common Stock") of Norwest Corporation
("Norwest") held by stockholders (the "Selling Stockholders") who
received the shares in exchange for shares of Ken-Caryl Investment Company, a
corporation formed under the laws of the State of Colorado ("Ken-Caryl") and The
Ken-Caryl Bank, a banking corporation formed under the laws of the State of
Colorado (the "Bank") in connection with the acquisition of Ken-Caryl and the
Bank on January 5, 1995. See "SELLING STOCKHOLDERS." Norwest will not
receive any proceeds from the sale of the shares of Common Stock covered by this
Prospectus. Norwest has agreed to pay certain registration expenses in
connection with this offering (excluding brokerage commissions) estimated at
approximately $25,000.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated as of January 5, 1995 among Norwest
and the Selling Stockholders (collectively, the "Investment Agreement"). The
Investment Agreement requires, among other things, that any distribution of the
shares (defined as a "Transfer" in the Investment Agreement) to the public be
made in an "ordinary trading transaction." An "ordinary trading transaction" is
defined in the Investment Agreement as a sale of the shares on a nationally-
recognized securities exchange using the services of a broker-dealer registered
in the state where the Transfer is to occur, and without the use of special
selling efforts or methods. The Investment Agreement further prohibits any
distribution of the shares by means of an option or other derivative securities
transaction, whether or not effected on an option or other securities exchange.
The Investment Agreement also sets forth transfer requirements with respect to
the transfer of the shares of Common Stock offered hereby, including a
requirement that a Selling Stockholder provide to Norwest prior notice of any
proposed transfer of the shares and in certain cases, an opinion of counsel.
Subject to the terms of the Investment Agreement, the distribution of the shares
by the Selling Stockholders may be effected from time to time, in one or more
transactions on the New York Stock Exchange or otherwise, in special offerings,
exchange distributions or secondary distributions pursuant to and in accordance
with the rules of the New York Stock Exchange, in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from Selling Stockholders and/or purchasers of shares
for whom they may act as agent (which compensation may be in excess of customary
commissions). See "SELLING STOCKHOLDERS--Investment Agreement" and "PLAN of
DISTRIBUTION."
The Common Stock is traded on the New York Stock Exchange and on the
Chicago Stock Exchange under the symbol NOB. On June 12, 1995, the closing
price for the Common Stock on the New York Stock Exchange was $28.125.
As a bank holding company, Norwest is subject to regulation under
various federal banking laws. See "CERTAIN REGULATORY MATTERS."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
NORWEST. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, NORWEST'S COMMON STOCK OFFERED BY
THIS PROSPECTUS IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF NORWEST SINCE THE DATE OF THIS PROSPECTUS.
THE SHARES OF NORWEST'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF
NORWEST AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND OR ANY
OTHER GOVERNMENTAL AGENCY.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
Prospectus dated June __, 1995
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Available Information............... 2 Selling Stockholders....... 8
Incorporation of Certain Documents.. Plan of Distribution....... 11
by Reference...................... 2 Description of Common Stock 12
Norwest Corporation................. 3 Legal Opinion.............. 15
Certain Regulatory Matters.......... 3 Experts.................... 15
</TABLE>
AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning Norwest can be inspected and
copied at the Commission's public reference room located at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities in
the Commission's regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates by writing to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports, proxy statements and other information
filed by Norwest with the New York Stock Exchange and the Chicago Stock
Exchange may be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, and at the offices of the Chicago Stock
Exchange, One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the securities offered hereby which Norwest has
filed with the Commission. Certain portions of the Registration Statement have
been omitted pursuant to the rules and regulations of the Commission. Reference
is hereby made to such omitted portions for further information with respect to
Norwest and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO NORWEST, EXCLUDING
EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE AVAILABLE WITHOUT CHARGE
UPON WRITTEN OR ORAL REQUEST TO LAUREL A. HOLSCHUH, SECRETARY, NORWEST
CORPORATION, NORWEST CENTER, SIXTH AND MARQUETTE, MINNEAPOLIS, MINNESOTA 55479-
1026, TELEPHONE (612) 667-8655.
The following documents filed with the Commission by Norwest (File
No. 1-2979) are incorporated by reference in, and made a part of, this
Prospectus: (i) Annual Report on Form 10-K for the year ended December 31, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and
(iii) Current Reports on Form 8-K dated January 9, 1995, January 27, 1995,
February 17, 1995, and April 21, 1995.
All documents filed by Norwest pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes
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hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
NORWEST CORPORATION
Norwest Corporation ("Norwest") is a diversified financial services company
which was organized under the laws of Delaware in 1929 and is registered under
the Bank Holding Company Act of 1956, as amended (the "BHCA"). As a diversified
financial services organization, Norwest operates through subsidiaries
engaged in banking and in related businesses. Norwest provides retail,
commercial, and corporate banking services to its customers through banks
located in Arizona, Colorado, Illinois, Indiana, Iowa, Colorado, Montana,
Nebraska, New Mexico, North Dakota, Ohio, South Dakota, Texas, Wisconsin, and
Wyoming. Norwest provides additional financial services to its
customers through subsidiaries engaged in various businesses, principally
mortgage banking, consumer finance, equipment leasing, agricultural finance,
commercial finance, securities brokerage and investment banking, insurance,
computer and data processing services, trust services, and venture capital
investments.
At March 31, 1995, Norwest had consolidated total assets of $61.8 billion,
total deposits of $37.1 billion, and total stockholders' equity of $4.4 billion.
Based on total assets at March 31, 1995, Norwest was the 13th largest commercial
banking organization in the United States.
Norwest regularly explores opportunities for possible acquisitions
of financial institutions and related businesses. In connection with many of
its completed acquisitions, Norwest has issued its Common Stock to the
shareholders of the acquired entities and can be expected to continue to do so
in the future. Generally, Norwest does not expect to make any public
announcement about any acquisition opportunity until a definitive agreement has
been signed.
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479, and its telephone number is (612)
667-1234. As used in this Prospectus, the term "Norwest" means the Corporation
and its subsidiaries.
Additional information concerning Norwest is included in Norwest's
documents incorporated herein by reference. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, Norwest is subject to supervision and
examination by the Federal Reserve Board. Norwest's banking subsidiaries are
subject to supervision and examination by applicable federal and state banking
agencies. The deposits of Norwest's banking subsidiaries are insured by the
Bank Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC"), and
therefore such banking subsidiaries are subject to regulation by the FDIC. In
addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal
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Reserve Board as it attempts to control the money supply and credit availability
in order to influence the economy.
DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency ("OCC") is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulation, for that year combined with its retained net
profits for the preceding two years less any required transfers to surplus or a
fund for the retirement of any preferred stock. In addition, a national bank may
not pay a dividend in an amount greater than its net profits then on hand after
deducting its losses and bad debts. For this purpose, bad debts are defined to
include, generally, loans which have matured and are in arrears with respect to
interest by six months or more, other than such loans which are well secured and
in the process of collection. Under these provisions Norwest's national bank
subsidiaries could have declared, as of March 31, 1995, aggregate dividends of
at least $217.5 million without obtaining prior regulatory approval and without
reducing the capital of the banks below minimum regulatory levels. Norwest also
has several state bank subsidiaries that are subject to state regulations
limiting dividends; however, the amount of dividends payable by Norwest's state
bank subsidiaries, with or without state regulatory approval, would represent an
immaterial contribution to Norwest's revenues.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the OCC, and the FDIC have issued policy statements which provide that FDIC-
insured banks and bank holding companies should generally pay dividends only out
of current operating earnings.
HOLDING COMPANY STRUCTURE
Norwest is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. Accordingly, the right of Norwest, and thus the rights
of Norwest's creditors, to participate in any distribution of the assets or
earnings of any subsidiary is necessarily subject to the prior claims of
creditors of such subsidiary, except to the extent that claims of Norwest in its
capacity as a creditor may be recognized. The principal sources of Norwest's
revenues are dividends and fees from its subsidiaries.
Norwest's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to Norwest and its
nonbank subsidiaries, whether in the form of loans, extensions of credit,
investments, or asset purchases. Such transfers by any subsidiary bank to
Norwest or any nonbank subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to Norwest and all such nonbank
subsidiaries, to an aggregate of 20% of such bank's capital and surplus.
Furthermore, such loans and extensions of credit are required to be secured in
specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and
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to commit resources to support each such subsidiary bank. This support may be
required at times when Norwest may not have the resources to provide it. Any
capital loans by Norwest to any of the subsidiary banks are subordinate in right
of payment to deposits and to certain other indebtedness of such subsidiary
bank. In addition, the Crime Control Act of 1990 provides that in the event of
a bank holding company's bankruptcy, any commitment by the bank holding company
to a federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC after
August 9, 1989, in connection with (i) the default of a commonly controlled
FDIC-insured depository institution or (ii) any assistance provided by the FDIC
to a commonly controlled FDIC-insured depository institution in danger of
default. "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a "default" is likely to occur in the absence
of regulatory assistance.
Federal law (12 U.S.C. (S)55) permits the OCC to order the pro rata
assessment of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed shareholder failing to pay the assessment. Similarly, the
laws of certain states provide for such assessment and sale with respect to
banks chartered by such states. Norwest, as the sole shareholder of most of its
subsidiary banks, is subject to such provisions.
CAPITAL REQUIREMENTS
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital to risk-adjusted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
is 8%. At least half of the total capital is to be comprised of common stock,
minority interests, and noncumulative perpetual preferred stock ("Tier 1
capital"). The remainder ("Tier 2 capital") may consist of hybrid capital
instruments, perpetual debt, mandatory convertible debt securities, a limited
amount of subordinated debt, other preferred stock, and a limited amount of the
allowance for credit losses. In addition, the Federal Reserve Board's minimum
"leverage ratio" (the ratio of Tier 1 capital to quarterly average total assets)
guidelines for bank holding companies provide for a minimum leverage ratio of 3%
for bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. All other bank holding companies are
required to maintain a leverage ratio of 3% plus an additional cushion of 1% to
2%. The guidelines also provide that banking organizations experiencing
internal growth or making acquisitions are expected to maintain strong capital
positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. Furthermore, the guidelines indicate
that the Federal Reserve Board will continue to consider a "tangible Tier 1
leverage ratio" in evaluating proposals for expansion or new activities. The
tangible Tier 1 leverage ratio is the ratio of a banking organization's Tier 1
capital, less all intangibles, to total assets, less all intangibles. Each of
Norwest's banking subsidiaries is also subject to capital requirements adopted
by applicable regulatory agencies which are substantially similar to the
foregoing. At March 31, 1995, Norwest's Tier 1 and total capital (the sum of
Tier 1 and Tier 2 capital) to risk-adjusted assets ratios were 9.74% and 12.01%,
respectively, and Norwest's leverage ratio was 6.72%. Neither Norwest nor any
subsidiary bank
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has been advised by the appropriate federal regulatory agency of any specific
leverage ratio applicable to it.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take "prompt corrective
action" in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a leverage ratio of at least 5%, a risk-adjusted
Tier 1 capital ratio of at least 6%, and a risk-adjusted total capital ratio of
at least 10%, and is not subject to a directive, order, or written agreement to
meet and maintain specific capital levels. An insured depository institution is
defined to be adequately capitalized if its meets all of its minimum capital
requirements as described above. An insured depository institution will be
considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a risk-adjusted total capital ratio of
less than 6%, risk-adjusted Tier 1 capital ratio of less than 3%, or a leverage
ratio of less than 3%, and critically undercapitalized if it fails to maintain a
level of tangible equity equal to at least 2% of total assets. An insured
depository institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a
wide range of limitations on operations and activities, including growth
limitations, and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that each federal
banking agency
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prescribe standards, by regulation or guideline, for depository institutions
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, asset quality, earnings, stock valuation, and such other
operational and managerial standards as the agency deems appropriate. The FDIC,
in consultation with the other federal banking agencies, has adopted a final
rule and guidelines with respect to internal and external audit procedures and
internal controls in order to implement those provisions of FDICIA intended to
facilitate the early identification of problems in financial management of
depository institutions. Regulations or guidelines relating to the other
management and operational standards have not been issued. The impact of such
regulations or guidelines on Norwest cannot be ascertained.
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' notice to customers and
regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in the
business of placing deposits with insured depository institutions or with
interest rates significantly higher than prevailing market rates) unless (i) it
is well capitalized or (ii) it is adequately capitalized and receives a waiver
from the FDIC. A bank that cannot receive brokered deposits also cannot offer
"pass-through" insurance on certain employee benefit accounts, unless it
provides certain notices to affected depositors. In addition, a bank that is
adequately capitalized and that has not received a waiver from the FDIC may not
pay an interest rate on any deposits in excess of 75 basis points over certain
prevailing market rates. There are no such restrictions on a bank that is well
capitalized. At March 31, 1995, all of Norwest's banking subsidiaries were well
capitalized and therefore were not subject to these restrictions.
FDIC INSURANCE
Effective January 1, 1993, the deposit insurance assessment rate for the
Bank Insurance Fund ("BIF") increased as part of the adoption by the FDIC of a
transitional risk-based assessment system. In June 1993, the FDIC published
final regulations making the transitional system permanent effective January 1,
1994, but left open the possibility that it may consider expanding the range
between the highest and lowest assessment rates at a later date. An
institution's risk category is based upon whether the institution is well
capitalized, adequately capitalized, or less than adequately capitalized. Each
insured depository institution is also to be assigned to one of the following
"supervisory subgroups": Subgroup A, B, or C. Subgroup A institutions are
financially sound institutions with few minor weaknesses; Subgroup B
institutions are institutions that demonstrate weaknesses which, if not
corrected, could result in significant deterioration; and Subgroup C
institutions are institutions for which there is a substantial probability that
the FDIC will suffer a loss in connection with the institution unless effective
action is taken to correct the areas of weakness. Based on its capital and
supervisory subgroups, each BIF member institution will be assigned an annual
FDIC assessment rate ranging from 23 cents per $100 of domestic deposits (for
well capitalized Subgroup A institutions) to 31 cents (for undercapitalized
Subgroup C institutions). Adequately capitalized institutions will be assigned
assessment rates ranging from 26 cents to 30 cents. The FDIC has proposed
regulations that would assign an annual FDIC assessment rate for BIF member
institutions ranging from 4 cents per $100 of domestic deposits
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(for well capitalized Subgroup A institutions) to 31 cents (for undercapitalized
Subgroup C institutions). Norwest incurred $79.2 million of FDIC insurance
expense in 1994.
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of Norwest's Common Stock as of January 5, 1995 by
each of the Selling Stockholders who may offer shares for sale by this
Prospectus (referred to herein individually as a "Selling Stockholder" and
collectively as the "Selling Stockholders").
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND
NAME (1) TO BE OFFERED HEREBY (2)
-------- -------------------------
<S> <C>
Velma N. Starr 72,003
Frank O. Starr III 26,962 (3)
Kim K. Starr 14,953
Jon H. Starr 12,965 (4)
Todd M. Starr 11,952 (5)
Jay G. Starr 1,939 (6)
Stephanie L. Starr 9,000 (7)
All Selling Stockholders as a group (7 149,774
persons)
</TABLE>
- ----------------------------------------
(1) The persons named as Selling Stockholders in the above table are members of
the Starr family, which held all of the outstanding stock of Ken-Caryl and
the Bank prior to the acquisition. Velma N. Starr is the mother of Frank O.
Starr III, Kim K. Starr, Jon H. Starr, Todd M. Starr and Jay G. Starr, and
the mother-in-law of Stephanie L. Starr. Except as may be otherwise
indicated in the footnotes to the above table, the Selling Stockholders have
sole voting and investment power with respect to the shares of Norwest
Common Stock shown above opposite their respective names.
(2) The shares of Norwest Common Stock owned by the Selling Stockholders named
above include 5,333 shares (the "Escrowed Shares") deposited in escrow
pursuant to an Escrow Agreement dated January 5, 1995, in connection with
certain litigation pending against Ken-Caryl and the Selling Stockholders
(referred to as the "Vectra Matter" in the Escrow Agreement) at the time of
Norwest's acquisition of Ken-Caryl. See "Certain Relationships and
Transactions--Agreements with Respect to Certain Litigation" below.
The number of shares of Norwest Common Stock owned by each of the Selling
Stockholders that are parties to the Escrow Agreement and held in escrow are
as follows: Velma N. Starr--2,566 shares; Frank O. Starr III--960 shares;
Kim K. Starr--532 shares; Jon H. Starr--461 shares (including 72 shares in
the aggregate held by Jon H. Starr as custodian for his two minor children);
Todd M. Starr--427 shares (including 36 shares held by Todd M. Starr as
custodian for his minor child); and Jay G. Starr--389 shares. The Selling
Stockholders hold sole voting power with respect to the Escrowed Shares
registered in their respective names. On May 11, 1995, the Vectra Matter
was decided after trial in favor of Ken-Caryl and the Selling Stockholders.
Assuming that no appeal is filed within 30 days after entry of judgement,
the Escrowed Shares will be eligible for distribution in full to the Selling
Stockholders. Until such distribution of the Escrowed Shares occurs
pursuant to the Escrow Agreement, such Selling Stockholders cannot dispose
of the Escrowed Shares.
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(3) Includes 26,001 shares of Norwest Common Stock pledged as collateral to
secure a loan with a financial institution unaffiliated with Norwest.
(4) Includes 2,026 shares of Norwest Common Stock in the aggregate (including 72
Escrowed Shares) held by Jon Starr as custodian for each of his two minor
children.
(5) Includes 1,013 shares of Norwest Common Stock (including 36 Escrowed Shares)
held by Todd Starr as custodian for his minor child.
(6) Excludes 9,000 shares held by Stephanie L. Starr, the wife of Jay G. Starr,
as to which shares Mr. Starr disclaims any beneficial interest.
(7) Excludes the 1,939 shares held by Jay G. Starr. Ms. Starr acquired the
9,000 shares indicated by gift from her husband subsequent to the issuance
of the Norwest Common Stock offered hereby in connection with the
acquisition of Ken-Caryl and the Bank by Norwest. None of Ms.
Starr's shares shown in the above table are included in the Escrowed Shares
subject to the Escrow Agreement described in footnote (2) above.
INVESTMENT AGREEMENT
In connection with the acquisition of Ken-Caryl and the Bank by Norwest, the
Selling Stockholders entered into an Investment Agreement dated as of January 5,
1995 with Norwest pursuant to which the shares offered and sold by the Selling
Stockholders hereby were issued. As used in this Prospectus, the term
"Investment Agreement" means such Investment Agreement. Under the terms of the
Investment Agreement, the Selling Stockholders jointly and severally agreed that
they would not directly or indirectly offer, sell, pledge or transfer or
otherwise dispose of (or solicit any offers to buy, purchase, or otherwise
acquire or pledge) any of the shares offered hereby, except in compliance with
the Investment Agreement and the Securities Act of 1933 (the "Securities Act")
and rules and regulations promulgated thereunder.
The Investment Agreement provides, among other things, that any distribution
of the shares (defined as a "Transfer" in the Investment Agreement) to the
public be made in an "ordinary trading transaction." An "ordinary trading
transaction" is defined in the Investment Agreement as a sale of the shares on a
nationally-recognized securities exchange using the services of a broker-dealer
registered in the state where the Transfer is to occur, and without the use of
special selling efforts or methods. The Investment Agreement further prohibits a
distribution of the shares either to the public or in a transaction exempt from
registration under the Securities Act or applicable state securities law by
means of an option or other derivative securities transaction, whether or not
effected on an option or other securities exchange. The Investment Agreement
also contains a number of transfer requirements with respect to the shares
applicable for a period of two years after the issuance of the shares. Under
these requirements, each Selling Stockholder must provide five business days
notice to Norwest of any proposed sale or other transfer of the shares offered
by the Selling Stockholders pursuant to this Prospectus. Following receipt of
this notice, Norwest must notify the Selling Stockholder proposing to make the
transfer of shares either that the transfer may occur or that it must be
deferred. Any such transfer will be deferred either in order to permit updating
of this Prospectus or because Norwest has provided the Selling Stockholder a
certificate stating that it would be detrimental to Norwest and its
stockholders for the Selling Stockholder to immediately proceed with the
proposed transfer. If Norwest provides such certificate, Norwest may defer any
proposed transfer for one or more
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<PAGE>
successive 30 day periods. Notwithstanding this limitation, a Selling
Stockholder has the right to transfer the shares during a period commencing on
the fifth business day after each date on which Norwest files its annual report
on Form 10-K, its quarterly reports on Form 10-Q, or at Norwest's option,
current reports on Form 8-K containing certain financial information and ending
on the tenth business day following such date, provided that the Selling
Stockholder has first given Norwest notice as described above and Norwest has
not exercised its right to defer such transfer by delivering the officer's
certificate described above. If a proposed transfer of the shares is to be
effected other than by a sale or offer to sell the shares pursuant to this
Prospectus as for example, in a transaction not involving a public offering, the
notice from the Selling Stockholder must describe the proposed transfer and be
accompanied by an opinion of experienced securities counsel acceptable to
Norwest with respect to the transfer's compliance with applicable federal and
state securities law registration and other requirements. In addition, the
Investment Agreement requires the Selling Stockholder to furnish certain
documentation to the transfer agent of Norwest's Common Stock as a condition to
completing the transfer.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Agreements with Respect to Certain Litigation. In connection with, and as a
condition to Norwest's execution of the Agreement and Plan of Reorganization
dated August 29, 1994 (the "Agreement") providing for Norwest's acquisition of
Ken-Caryl, those Selling Stockholders who then held Ken-Caryl Common Stock
entered into an Indemnification Agreement also dated August 29, 1994 (the
"Indemnification Agreement"). Under the terms of the Indemnification Agreement,
the Selling Stockholders agreed to indemnify and hold harmless Norwest, its
subsidiaries, and their respective successors, directors, officers, employees,
agents, and certain other parties from any damages, liabilities or expense
arising out of certain litigation pending against Ken-Caryl and the Selling
Stockholders (referred to as the "Vectra Matter" in the Indemnification
Agreement) or the facts and circumstances on which it was based. Norwest and the
Selling Stockholders further agreed to cooperate (at the Selling Stockholders'
expense) in the litigation.
In order to provide a mechanism by which the Selling Stockholders could
satisfy any such indemnification obligation and as a condition to the
consummation of Norwest's acquisition of Ken-Caryl, the Selling Stockholders
executed an Escrow Agreement with Norwest dated January 5, 1995 (the "Escrow
Agreement"). The Escrow Agreement provides for such indemnification by the
escrow of 5,333 shares (the "Escrowed Shares") of Norwest Common Stock acquired
by the Selling Stockholders in the acquisition until the earlier of January 5,
2000 and the final resolution of the Vectra Matter, whether by negotiated
settlement, issuance of a final, non-appealable judgement or otherwise, and a
post-acquisition adjustment to the purchase price paid by Norwest for Ken-Caryl
and the Bank, computed based on the Escrowed Shares. Under the terms of the
Escrow Agreement, the Escrow Agent is instructed, upon its receipt of a joint
notice from Norwest and those Selling Stockholders who are parties to the Escrow
Agreement, that the Vectra Matter has been resolved and that the aggregate
dollar amount (if any) required to be paid in connection with such resolution
has been determined, to distribute to Norwest that number of Escrowed Shares
computed by dividing the aggregate dollar amount to be paid by Ken-Caryl (if
any) to resolve the Vectra Matter by $27.00, and then rounding that number to
the nearest whole share. In the event of a partial distribution of the Escrowed
Shares to Norwest, each Selling Stockholder will contribute to such distribution
that number of Escrowed Shares computed based on the proportionate interest each
such Selling Stockholders had in the common stock of Ken-Caryl prior to its
acquisition. The Selling Stockholders retain the sole right to vote and receive
dividends on the Escrowed Shares, but have no power to dispose of all or any
part of the Escrowed Shares, until termination of the escrow and distribution to
Norwest and the Selling Stockholders of the Escrowed Shares pursuant to the
Escrow Agreement. See footnote (2) to the Selling Stockholders' table above for
additional information regarding the Escrowed Shares.
On May 11, 1995, following trial, the Vectra Matter was decided in favor of
Ken-Caryl and the Selling Stockholders. Assuming no appeal is
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<PAGE>
duly filed within 30 days after entry of judgement, the Escrowed Shares will be
eligible for distribution in full to the Selling Stockholders pursuant to the
Escrow Agreement.
Former Directors and Executive Officers. At the time of the acquisition of
Ken-Caryl and the Bank by Norwest in January 1995, Frank O. Starr III, Kim K.
Starr, and Jon H. Starr each served as a director of Ken-Caryl and the Bank (now
merged into Norwest Bank Colorado, N.A. ("Norwest Bank Colorado")). In addition,
Frank O. Starr III served as Chairman and Chief Executive Officer, and Kim K.
Starr served as president of Ken-Caryl and the Bank, and resigned their
positions as directors and officers effective upon the consummation of Norwest's
acquisition of Ken-Caryl and the Bank.
Loan and Other Transactions. Two of the Selling Stockholders have loans
with Norwest Bank Colorado. Velma N. Starr and Todd M. Starr each had
outstanding first mortgage loans with the Bank in the aggregate principal amount
outstanding as of December 31, 1994 of $175,000 and $90,000 respectively.
These loans were acquired by Norwest Bank Colorado by operation of law upon the
merger of the Bank into Norwest Bank Colorado. Velma N. Starr also has an
unsecured personal loan in the outstanding principal amount of $500,000 as of
February 27, 1995. All of such loans were made by the Bank or by Norwest Bank
Colorado in the ordinary course of their respective business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
In addition, Frank O. Starr III, Jay G. Starr, Kim K. Starr, Jon H. Starr
and Todd M. Starr (collectively, the "Lessors") are the joint owners of certain
commercial real estate located in Council Bluffs, Iowa. A portion of this
property is leased to Norwest Financial Iowa 1, Inc. ("NFI-1"), a wholly-owned
subsidiary of Norwest Financial, Inc. ("NFI") and an indirect wholly-owned
subsidiary of Norwest, as office space pursuant to a lease having a
five-year term expiring on December 31, 1997. NFI-1's lease with the Lessors
provides for total fixed rent over the term of the lease of $126,905, plus
estimated operating expenses of $5,200 annually.
PLAN OF DISTRIBUTION
The distribution and sale of the shares is subject to the provisions of
the Investment Agreement described above under the heading "SELLING
STOCKHOLDERS--Investment Agreement." Subject to the Selling Stockholders'
compliance with the transfer and other provisions of the Investment Agreement
described above, the distribution of the shares by the Selling Stockholders may
be effected from time to time, in one or more transactions on the New York
Stock Exchange or otherwise, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of the New
York Stock Exchange, in the over-the counter market, in negotiated transactions,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Selling Stockholders may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). Selling
Stockholders and broker-dealers that participate with Selling Stockholders in
the distribution of shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1933, and any commissions received by
them and any profit on the resale of
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<PAGE>
shares may be deemed to be underwriting compensation. See "SELLING
STOCKHOLDERS--Investment Agreement."
DESCRIPTION OF COMMON STOCK
GENERAL
Norwest's Certificate of Incorporation authorizes the issuance of
500,000,000 shares of Common Stock, par value $1 2/3 per share, and 5,000,000
shares of preferred stock, without par value ("Preferred Stock"). At March 31,
1995, 334,025,247 shares of Common Stock were issued, of which 322,408,644 were
outstanding, and 11,616,603 were held as treasury shares, and 3,317,502 shares
of Preferred Stock were outstanding, consisting of 1,127,125 shares of 10.24%
Cumulative Preferred Stock, 980,000 shares of Cumulative Tracking Preferred
Stock (of which 25,000 shares are held by a subsidiary of Norwest), 1,143,675
shares of Cumulative Convertible Preferred Stock, Series B, and 13,955 shares of
ESOP Cumulative Convertible Preferred Stock, and 52,747 shares of 1995 ESOP
Cumulative Convertible Preferred Stock. In addition, 1,250,000 shares of
Preferred Stock are reserved for issuance under the Rights Agreement dated as of
November 22, 1988, between Citibank, N.A. as Rights Agent, and Norwest (the
"Rights Agreement"). Norwest has also authorized for issuance from time to time
and registered with the Commission an additional 1,700,000 shares of Preferred
Stock. Norwest has also authorized for issuance from time to time and
registered or filed for registration with the Commission, pursuant to two
universal shelf registration statements, an indeterminate number of securities
(the "Shelf Securities") with an aggregate initial offering price, as of
March 31, 1995, not to exceed $925,000,000. The Shelf Securities may be
issued as Preferred Stock or as securities convertible into shares of Preferred
Stock or Common Stock. Based on the number of shares of Preferred Stock
authorized for issuance under the Norwest Certificate as of March 31, 1995,
the maximum number of shares of Preferred Stock and Common Stock, respectively,
that could be issued pursuant to the effective shelf registration statements,
when added to shares of Preferred Stock and Common Stock already reserved for
issuance, issued, or outstanding, could not exceed respectively, 5,000,000
shares of Preferred Stock and 500,000,000 shares of Common Stock. All or any
portion of the authorized but unissued Preferred Stock or Shelf Securities
issuable as Preferred Stock or convertible into Preferred Stock or Common Stock,
may be issued by the Norwest Board without further action by stockholders.
Holders of Preferred Stock have certain rights and preferences with respect to
dividends and upon liquidation that are superior to those of holders of Common
Stock. The relative rights and preferences of any Preferred Stock issued in the
future may be established by the Norwest Board without stockholder action.
Although Norwest has no current plans for the issuance of any shares of
Preferred Stock, except as disclosed in this Prospectus, such shares, when and
if issued, could have dividend, liquidation, voting, and other rights superior
to those of the Common Stock.
At the annual meeting of stockholders held on April 25, 1995, the
stockholders authorized a new class of capital stock consisting of a total of
4,000,000 shares of "Preference Stock." These shares of Preference Stock will
have such powers, preferences and rights as determined by Norwest's Board of
Directors, provided that each share of Preference Stock will not be entitled to
more than one vote per share.
COMMON STOCK
Subject to any prior rights of any Preferred Stock then outstanding, holders
of Common Stock are entitled to receive such dividends as are declared by
Norwest's Board of Directors out of funds legally available for that purpose.
For information concerning legal limitations on the ability of Norwest's
banking subsidiaries to supply funds to Norwest, see "CERTAIN REGULATORY
MATTERS." Subject to the rights, if any, of any Preferred Stock then
outstanding, all voting rights are vested in the holders of Common Stock, each
share being
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<PAGE>
entitled to one vote. Subject to any prior rights of any Preferred Stock, in the
event of liquidation, dissolution, or winding up of Norwest, holders of
shares of Common Stock are entitled to receive pro rata any assets distributable
to stockholders in respect of shares held by them. Holders of shares of Common
Stock do not have any preemptive right to subscribe for any additional
securities which may be issued by Norwest. The outstanding shares of
Common Stock, including the shares offered hereby, are fully paid and
nonassessable. The transfer agent and registrar for the Common Stock is Norwest
Bank Minnesota, N.A. Each share of Common Stock also includes, and each share
offered hereby will include, a right to purchase certain Preferred Stock. See
"Rights to Purchase Preferred Stock" below.
The foregoing description of the material terms of the Common Stock does not
purport to be complete and is qualified in its entirety by reference to Article
Fourth of Norwest's Certificate of Incorporation.
RIGHTS TO PURCHASE PREFERRED STOCK
Each share of Common Stock, including the shares being offered hereby, is
accompanied by one preferred share purchase right (collectively, the "Rights").
Once exercisable, each Right entitles the registered holder to purchase one
four-hundredth of a share of Norwest's Series A Junior Participating
Preferred Stock, without par value (collectively, the "Junior Preferred
Shares"). Until a Right is exercised, the holder of a Right, as such, will have
no rights as a stockholder of Norwest including, without limitation, the
right to vote or receive dividends.
The Rights trade automatically with shares of Common Stock and become
exercisable only under the circumstances described below. The Rights are
designed to protect the interests of Norwest and its stockholders
against coercive takeover tactics. The purpose of the Rights is to encourage
potential acquirors to negotiate with Norwest's Board of Directors prior
to attempting a takeover and to give the Board leverage in negotiating on behalf
of all stockholders the terms of any proposed takeover. The Rights may, but are
not intended to, deter takeover proposals.
Junior Preferred Shares purchasable upon exercise of the Rights will rank
junior to all other series of Preferred Stock and will not be redeemable. Each
Junior Preferred Share will, subject to the rights of senior securities of
Norwest, be entitled to a preferential cumulative quarterly dividend payment
equal to the greater of $1.00 per share or, subject to certain adjustments, 400
times the dividend declared per share of Common Stock. Upon liquidation of
Norwest, the holders of the Junior Preferred Shares will, subject to the
rights of such senior securities, be entitled to a preferential liquidation
payment equal to the greater of $400 per share plus all accrued and unpaid
dividends or 400 times the payment made per share of Common Stock. Finally, in
the event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged, each Junior Preferred Share will, subject to the
rights of such senior securities, be entitled to receive 400 times the amount
received per share of Common Stock. These rights of the Junior Preferred Shares
are protected by customary antidilution provisions. Each Junior Preferred Share
will have 400 votes, voting together with the Common Stock.
The purchase price for each one-hundredth of a Junior Preferred Share is
$175.00. The purchase price is subject to adjustment upon the occurrence of
certain events, including stock dividends on the Junior Preferred Shares or
issuance of warrants for, or securities convertible on
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<PAGE>
certain terms into, Junior Preferred Shares. The number of Rights outstanding
and the number of Junior Preferred Shares issuable upon the exercise of the
Rights are subject to adjustment in the event of a stock split of, or a stock
dividend on, the Common Stock.
The Rights will become exercisable only if a person or group acquires or
announces an offer to acquire 25% or more of the outstanding shares of the
Common Stock. This triggering percentage may be reduced to no less than 15% by
the Board of Directors prior to the time the Rights become exercisable. The
Rights have certain additional features that will be triggered upon the
occurrence of specified events:
(1) If a person or group acquires at least the triggering percentage of
the Common Stock, the Rights permit holders of the Rights, other than such
person or group, to acquire the Common Stock at 50% of market value.
However, this feature will not apply if a person or group which owns less
than the triggering percentage acquires at least 85% of the outstanding
shares of Common Stock pursuant to a cash tender offer for 100% of the
outstanding Common Stock.
(2) After a person or group acquires at least the triggering percentage
and before the acquiror owns 50% of the outstanding shares of Common Stock,
the Board of Directors may exchange each Right, other than Rights owned by
such acquiror, for one share of Common Stock or one four-hundredth of a
Junior Preferred Share.
(3) In the event of certain business combinations involving Norwest
or the sale of 50% or more of the assets or earning power of
Norwest, the Rights permit holders of the Rights to purchase the
stock of the acquiror at 50% of market value.
At any time prior to the acquisition by a person or group of the triggering
percentage or more of the outstanding shares of Common Stock, the Board of
Directors may redeem the Rights in whole, but not in part, at a price of $.0025
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis, and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
remaining right of the holders of Rights will be to receive the Redemption
Price.
The Rights will expire on November 23, 1998, unless extended or earlier
redeemed by Norwest. Generally, the terms of the Rights may be amended
by the Board of Directors without the consent of the holders of the Rights.
The foregoing description of the material terms of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement and related Certificates of Adjustment dated July 21, 1989 and
June 28, 1993.
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<PAGE>
LEGAL OPINION
A legal opinion to the effect that the shares of Norwest's Common
Stock offered hereby were validly issued and fully paid and nonassessable has
been rendered by Stanley S. Stroup, Executive Vice President and General Counsel
of Norwest. At March 31, 1995, Mr. Stroup was the beneficial owner
of approximately 108,607 shares and held options to acquire 179,931 additional
shares of Norwest's Common Stock.
EXPERTS
The consolidated financial statements of Norwest and subsidiaries as
of December 31, 1994 and 1994, and for each of the years in the three-year
period ended December 31, 1993, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered:
Registration Fee $ 1,430.00
Legal Fees and Expenses 6,000.00
Accounting Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 6,000.00
Listing Fees 7,500.00
Miscellaneous 1,200.00
----------
Total $24,630.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest Corporation ("Norwest") provides for broad
indemnification of directors and officers of Norwest.
ITEM 16. EXHIBITS
3.1 -- Restated Certificate of Incorporation, as amended (incorporated
herein by reference to Exhibit 3(b) to Norwest's Current Report on
Form 8-K dated June 28, 1993).
3.1.1 -- Certificate of Designation of powers, preferences, and rights of
Norwest's ESOP Cumulative Preferred Stock (incorporated herein by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
3.1.2 -- Certificate of Designation of powers, preferences, and rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3.-- Certificate of Designation of powers, preferences, and rights of
Norwest's 1995 ESOP Cumulative Preferred Stock (incorporated herein by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995).
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3.2 -- Bylaws of Norwest, as amended (incorporated herein by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A. (incorporated herein by reference to Exhibit 1 to
Norwest's Form 8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement
(incorporated herein by reference to Exhibit 3 to Norwest's Form 8
dated July 21, 1989).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest.
10.1 -- Investment Agreement dated January 5, 1995 among Norwest, Velma N.
Starr, Frank O. Starr III, Kim K. Starr, Jon H. Starr, individually
and as custodian for Daniel Starr, a minor, and Isabel Starr, a minor,
Todd M. Starr, individually and as custodian for Samuel Starr, a
minor, and Jay G. Starr.
10.2 -- Escrow Agreement dated January 5, 1995 among Norwest, Velma N. Starr,
Frank O. Starr III, Kim K. Starr, Jon H. Starr, individually and as
custodian for Daniel Starr, a minor, and Isabel Starr, a minor,
Todd M. Starr, individually and as custodian for Samuel Starr, a
minor, and Jay G. Starr.
10.3 -- Indemnification Agreement dated August 29, 1994 among Norwest, Velma
N. Starr, Frank O. Starr III, Kim K. Starr, Jon H. Starr, Todd M.
Starr, and Jay G. Starr.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit 5
filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial statements of
Norwest).
24 -- Powers of Attorney.
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ITEM 17. UNDERTAKINGS
(a) The undersigned Norwest hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to (i) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, (ii) reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement, and (iii) include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Norwest pursuant to Section 13 or 15(d)
or the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) The undersigned Norwest hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Norwest hereby undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) The undersigned Norwest hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Norwest pursuant to the foregoing provisions, or otherwise, Norwest
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Norwest of expenses incurred or paid
by a director, officer or controlling person of Norwest in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, on the 14th day of June, 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 14th day of June, 1995, by the
following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- -------------------------------- (Principal Executive Officer)*
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- -------------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- -------------------------------- (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON )
REATHA CLARK KING )
RICHARD M. KOVACEVICH ) A majority of the Board of Directors*
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
IAN M. ROLLAND )
STEPHEN E. WATSON )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
---------------------------------------
Richard M. Kovacevich
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- ------ ----------- --------
10.3 -- Indemnification Agreement dated August 29, 1994 Electronic
among Norwest, Velma N. Starr, Frank O. Starr III, Transmission
Kim K. Starr, Jon H. Starr, Todd M. Starr, and
Jay G. Starr.
<PAGE>
Exhibit 10.3
INDEMNIFICATION AGREEMENT
AGREEMENT, dated as of this 29th day of August, 1994, between the
undersigned shareholders (collectively, the "Shareholders") of Ken-Caryl
Investment Company ("Ken-Caryl") and Norwest Corporation ("Norwest").
WHEREAS, Ken-Caryl and Norwest are parties to that certain Agreement and
Plan of Reorganization dated as of August 29, 1994 (the "Agreement") under which
it is contemplated that a wholly-owned subsidiary of Norwest will merge with and
into Ken-Caryl (the "Merger") and as a result the Shareholders will receive in
exchange for each share of common stock of Ken-Caryl, par value $1.00 per share
("Ken-Caryl Common Stock") owned by such Shareholder immediately prior to the
Effective Time of the Merger (as defined in the Agreement), a number of shares
of common stock of Norwest, par value $1-2/3 per share ("Norwest Common Stock")
as more specifically set forth in the Agreement, and
WHEREAS, the Shareholders will derive substantial benefit from the
transactions contemplated by the Agreement, and
WHEREAS, the Shareholders and Ken-Caryl are parties to litigation, entitled
Vectra Bank of Lakewood, N.A. vs. Frank O. Starr III, Estate of Frank O. Starr
II, Velma N. Starr, Ken-Caryl Investment Co., et. al. pending in District Court
in Rawlins County, Kansas (the "Vectra Matter"), and
WHEREAS, the Agreement provides that if the Vectra Matter has not been
finally resolved at the Effective Time of the Merger, a number of shares of
Norwest Common Stock will be held in escrow pursuant to the terms of an Escrow
Agreement as more specifically set forth in the Agreement, and
WHEREAS, Norwest desires to protect itself from any and all liability
arising out of the Vectra Matter or the facts upon which the Vectra Matter is
based.
NOW, THEREFORE, to induce Norwest to enter into the Agreement, the
Shareholders agree as follows:
1. The Shareholders hereby jointly and severally indemnify and hold
harmless Norwest, the subsidiaries of Norwest and the directors, officers,
employees, agents, successors, attorneys and assigns of Norwest and its
subsidiaries against any loss, damage, cost, expense or liability (including but
not limited to damages, interest, attorneys fees, penalties and expenses)
arising out of or attributable to the Vectra Matter or the facts and
circumstances upon which the Vectra Matter is based.
<PAGE>
2. The Shareholders agree that they will not seek to recover any payments
from Norwest arising out of or attributable to the Vectra Matter or the facts
and circumstances upon which the Vectra Matter is based.
3. Norwest agrees to cooperate and to cause Ken-Caryl to cooperate with
the Shareholders in the defense of the Vectra Matter (or other claims or
litigation arising out of the facts and circumstances upon which the Vectra
Matter is based) and further agrees to submit any brief or memorandum prepared
by the Shareholders and to appeal any adverse decision upon request of the
Shareholders; provided, however, that the preparation of such brief or
memorandum and the appeal of any adverse decision shall be undertaken at the
sole cost and expense of the Shareholders.
4. Without the prior written consent of Norwest, the Shareholders shall
not, in the defense of any such claim or litigation, consent to the entry of any
judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or the plaintiff to
Ken-Caryl a release, in form reasonably satisfactory to Norwest, from all
liability in respect of such claim or litigation.
5. If Shareholders do not diligently conduct the defense of the Vectra
Matter (or other claims or litigation arising out of the facts and circumstances
upon which the Vectra Matter is based), the indemnified party may defend against
such claim or litigation in such manner as it deems appropriate, at the
Shareholders' expense. Shareholders agree to cooperate fully with the
indemnified party in the conduct of any defense against any such claim.
6. Payment of any indemnity hereunder shall be due only to the extent of
the loss or damage actually suffered, reduced by any recovery from any third
party (such as an insurer) and further reduced by a dollar amount equal to (i)
the number of shares of Norwest Common Stock distributed to Norwest pursuant to
the Escrow Agreement, multiplied by (ii) $27. Indemnity hereunder shall be due
only upon final determination of a claim, whether by settlement or judgment,
including any appeals with respect thereto. Shareholders shall be subrogated to
all rights of the indemnified parties against any third parties with respect to
any such claim for which indemnity was paid in full.
7. This indemnification agreement constitutes the entire agreement between
the parties with respect to any indemnification of Norwest, Ken-Caryl, existing
subsidiaries of Norwest or any subsidiaries to be formed by Norwest under the
Agreement, superseding all prior oral or written agreements or understandings
relating to such indemnification. In the event that there is any inconsistency
between this indemnification agreement and the Agreement, the provisions of the
Agreement shall govern.
8. The terms of this Indemnification Agreement shall bind and inure to the
benefit of Norwest and the Shareholders and their respective successors,
assigns, heirs and legal representatives.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the date shown above.
NORWEST CORPORATION SHAREHOLDERS
/s/ Velma N. Starr
-----------------------------
By: /s/ Kenneth E. Murray /s/ Frank O. Starr III
------------------------------- -----------------------------
Its: Executive Vice President /s/ Kim K. Starr
------------------------------ -----------------------------
/s/ Jon H. Starr
-----------------------------
/s/ Todd M. Starr
-----------------------------
/s/ Jay G. Starr
-----------------------------
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