<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1996
Registration No. 333-03537
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
AMENDMENT NO. 1 TO FORM S-4
ON
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 55479-1026
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:
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
_________________________________________________________________
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor +
+ may offers to buy be accepted prior to the time the registration becomes +
+ effective. This prospectus shall not constitute an offer to sell or the +
+ solicitation of an offer to buy nor shall any sale of these securities in +
+ any State in which such offer, solicitation or sale would be unlawful prior +
+ to registration or qualification under the securities laws of any such State.+
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion dated October 10, 1996
PROSPECTUS
NORWEST CORPORATION
600,000 SHARES OF
COMMON STOCK
(PAR VALUE $1-2/3)
This Prospectus pertains to an offering from time to time of up to
600,000 shares (the "Shares") of common stock (par value $1-2/3) ("Common
Stock") of Norwest Corporation ("Norwest") held by stockholders (the "Selling
Stockholders") who received the Shares in exchange for shares of Aman Collection
Services, Inc., a corporation formed under the laws of the state of South Dakota
("Aman"), in connection with Norwest's acquisition of Aman on August 2, 1996
(the "Acquisition"). See "SELLING STOCKHOLDERS." Norwest will not receive any
proceeds from the sale of the Shares. Norwest has agreed to pay certain
registration expenses in connection with this offering (excluding brokerage
commissions) estimated at approximately $31,500.
The distribution and sale of the Shares are subject to the provisions
of an Investment Agreement dated as of July 31, 1996 among Norwest and the
Selling Stockholders (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 to exclude a short sale, the writing of options or other
derivative securities. The Investment Agreement also sets forth transfer
requirements with respect to the transfer of the Shares. 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 ____________, 1996, the closing
price for the Common Stock on the New York Stock Exchange was $__.___.
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 October __, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Available Information.................2 Selling Stockholders............... 9
Incorporation of Certain Documents..... Plan of Distribution...............11
by Reference......................2 Legal Opinion......................11
Norwest Corporation...................3 Experts............................13
Certain Regulatory Matters............3
</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 7 World Trade Center, Suite 1300, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Such materials also may be accessed through the Commission's Internet Web
site at http://www.sec.gov. 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)
Norwest's annual report on Form 10-K for the year ended December 31, 1995; (ii)
Norwest's quarterly reports on Form 10-Q for the quarter ended March 31, 1996
and June 30, 1996; (iii) Norwest's current reports on Form 8-K dated January 17,
1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26, 1996,
April 17, 1996, July 2, 1996 and July 15, 1996; (iv) Norwest's current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock; and
(v) Norwest's registration statement on Form 8-A dated December 6, 1988, as
amended pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock
purchase rights attached to shares of Common Stock.
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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 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
organized under the laws of Delaware in 1929 and registered under the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company Act").
Through its subsidiaries and affiliates, Norwest provides retail, commercial,
and corporate banking services, as well as a variety of other financial
services, including mortgage banking, consumer finance, equipment leasing,
agricultural finance, commerical finance, securities brokerage and investment
banking, insurance agency services, computer and data processing services, trust
services, mortgage-backed securities servicing, and venture capital investment.
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479, and its telephone number is (612)
667-1234. As used in this Prospectus, the term "Norwest" means Norwest and its
consolidated 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 Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). Under the Bank Holding Company Act, a bank holding
company generally may not directly or indirectly acquire the ownership or
control of more than 5% of the voting securities or all or substantially all of
the assets of any company, including a bank, without the prior approval of the
Federal Reserve Board. In addition, a bank holding company is generally
prohibited under the Bank Holding Company Act from engaging in nonbanking
activities, subject to certain exceptions. Various proposals are pending before
Congress that would allow affiliations between a bank holding company and
nonbank entities that are prohibited or restricted under current law. Whether
Congress will adopt any of these proposals, and if so in what form, is not known
at this time.
Norwest's banking and savings association subsidiaries are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of Norwest's banking subsidiaries are primarily insured by the Bank
Insurance Fund ("BIF"); deposits attributable to certain of Norwest's savings
associations are insured by the Savings Association Insurance Fund ("SAIF"). For
that reason, such banking and savings association subsidiaries are subject to
regulation by the Federal Deposit Insurance Corporation (the "FDIC"). In
addition to the impact of regulation, commercial banks are affected
significantly by the actions of the
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Federal 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
(the "OCC") is required for any dividend by a national bank if the total of
all dividends declared by the bank in any calendar year would exceed the
total of its net profits, as defined by regulation, for that year combined
with its retained net profits for the preceding two years less any required
transfers to surplus or a fund for the retirement of any preferred stock.
In addition, a national bank may not pay a dividend in an amount greater
than its net profits then on hand after deducting its losses and bad debts.
For this purpose, bad debts are defined to include, generally, loans which
have matured and are in arrears with respect to interest by six months or
more, other than such loans that are well secured and in the process of
collection. Under these provisions Norwest's national bank subsidiaries
could have declared, as of June 30, 1996, aggregate dividends of at least
$219.6 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. For that reason, the right of Norwest, and thus
the rights of Norwest's creditors, to participate in any distribution of
the assets or earnings of any subsidiary is necessarily subject to the
prior claims of creditors of such subsidiary, except to the extent that
claims of Norwest in its capacity as a creditor may be recognized. The
principal sources of Norwest's revenues are dividends and fees from its
subsidiaries.
Norwest's banking subsidiaries are subject to restrictions under
federal law which limit the transfer of funds by the subsidiary banks to
Norwest and its nonbank subsidiaries, whether in the form of loans,
extensions of credit, investments or asset purchases. Such transfers by any
subsidiary bank to Norwest or any nonbank subsidiary are limited in amount
to 10% of the bank's capital and surplus and, with respect to Norwest and
all such nonbank subsidiaries, to an aggregate of 20% of such bank's
capital and surplus. Furthermore, such loans and extensions of credit are
required to be secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank
holding company is expected to act as a source of financial and managerial
strength to each of its subsidiary banks and to commit resources to support
each such subsidiary bank. This support may be required at times when
Norwest may not have the resources to provide it. Any capital loans by
Norwest to any of the subsidiary banks are subordinate in right of payment
to deposits and to certain other 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
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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 stockholders 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 stockholders of such
national bank to cover such impairment of capital stock by sale, to the
extent necessary, of the capital stock of any assessed stockholder 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 stockholder of most of its subsidiary banks, is
subject to such provisions.
ACQUISITIONS
Effective September 29, 1995, under the provisions of the Reigle-Neal
Interstate Banking and Branching Act of 1994 (the "Reigle-Neal Act"),
Norwest's banking subsidiaries are permitted to acquire banks located in
any state in which the acquiring subsidiary bank is located (an intrastate
merger). Effective June 1, 1997, Norwest's banking subsidiaries will be
permitted to acquire a bank located in a state other than the state in
which the acquiring subsidiary bank is located (an interstate merger)
through merger, consolidation or purchase of assets and assumption of
liabilities, unless the state in which either of the banks is located has
opted out of the interstate banking provisions of the Reigle-Neal Act. An
interstate merger may occur before June 1, 1997 if the states in which the
merging banks are located have enacted a law authorizing interstate bank
mergers.
All of Norwest's acquisitions of banking institutions and other
companies are subject to the prior approval of the Federal Reserve Board
and any applicable federal or state regulatory authorities. In addition,
under the provisions of the Reigle-Neal Act, bank mergers are subject to
deposit concentration limits of 10% nationwide and 30% in any one state,
unless it is Norwest's initial entry into the state.
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 stockholders' equity, 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.
The risk-based guidelines also specify that all intangibles, including core
deposit intangibles, as well as mortgage servicing rights ("MSRs") and
purchased credit card relationships ("PCCRs"), be deducted from Tier 1
capital. The guidelines, however, grandfather identifiable assets (other
than MSRs and PCCRs) acquired on or before February 19, 1992 and permit the
inclusion of readily marketable MSRs and PCCRs in Tier 1 capital to the
extent that (i) MSRs and PCCRs do not collectively exceed 50% of Tier 1
capital and (ii) PCCRs do not exceed 25% of Tier 1 capital. For such
purposes, MSRs and PCCRs each are included in Tier 1 capital only up to the
lesser of (i) 90% of their fair market value (which must be determined
quarterly) and (ii) 100% of the
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remaining unamortized book value of such assets. The OCC has adopted
substantially similar regulations.
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 that are substantially similar to the
foregoing. At June 30, 1996, Norwest's Tier 1 and total capital (the sum of
Tier 1 and Tier 2 capital) to risk-adjusted assets ratios were 8.53% and
10.49%, respectively, and Norwest's leverage ratio was 6.09%. Neither
Norwest nor any subsidiary bank has been advised by the appropriate federal
regulatory agency of any specific leverage ratio applicable to it.
As a result of a federal law enacted in 1991 that required each
federal banking agency to revise its risk-based capital standards to ensure
that those standards take adequate account of interest rate risk,
concentration of credit risk and the risks of nontraditional activities,
each of the federal banking agencies has revised the risk-based capital
guidelines described above to take account of concentration of credit risk
and risk of nontraditional activities. In addition, the Federal Reserve
Board, the FDIC and the OCC adopted a rule that amended, effective
September 1, 1995, the capital standards to include explicitly a bank's
exposure to declines in the economic value of its capital due to changes in
interest rates as a factor to be considered in evaluating a bank's interest
rate exposure. Such agencies issued for comment a joint policy statement
that described the process to be used to measure and assess the exposure of
a bank's net economic value to changes in interest rates. In June 1996,
these agencies elected not to pursue a standardized supervisory measure and
explicit capital charge for interest rate risk. In supervising interest
rate risk, the agencies intend to emphasize reliance on internal measures
of risk, promotion of sound risk management practices, and other means to
identify those institutions that appear to be taking excessive risk.
Norwest does not believe these revisions to the capital guidelines will
materially impact its operations.
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 depository institutions insured by
the FDIC 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 it 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
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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, in order
to facilitate the early identification of problems in financial management
of depository institutions, the OCC, the Federal Reserve Board, the FDIC
and the Office of Thrift Supervision (collectively, the "agencies") each
establish certain safety and soundness standards, by regulation or
guideline, for the insured depository institutions and depository
institution holding companies for which it is the primary federal
regulator. Under FDICIA, as amended, the agencies must establish three
types of standards: (1) operational and managerial standards, (2)
compensation standards, and (3) such standards relating to asset quality,
earnings, and stock valuation as they determine to be appropriate. On July
10, 1995, the agencies adopted a final rule establishing deadlines for
submission and review of safety and soundness compliance plans. In
conjunction with this final rule, the agencies adopted interagency
guidelines establishing safety and soundness standards for internal
controls and information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
asset quality, earnings, and compensation, fees and benefits. Although
management has not yet fully assessed the impact of these guidelines on
Norwest, it does not believe the impact will be material.
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised
regulatory standards for real estate lending, "truth in savings"
provisions, and the requirement that a depository institution give 90 days'
notice to customers and regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in
the business of placing deposits with insured depository institutions or
with interest rates significantly higher than prevailing market rates)
unless (i) it is well capitalized or (ii) it is adequately capitalized and
receives a waiver from the FDIC. A bank that cannot receive brokered
deposits also cannot offer "pass-through" insurance on certain employee
benefit accounts, unless it provides certain notices to affected
depositors. In addition, a bank that is adequately capitalized and that has
not received a waiver from the FDIC may not pay an interest rate on any
deposits in excess of 75 basis points
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over certain prevailing market rates. There are no such restrictions on a
bank that is well capitalized.
FDIC INSURANCE
Each BIF member institution pays FDIC insurance premiums based on the
institution's annual assessment rate assigned to it by the FDIC. The
assessment rate is based on the institution's capitalization risk category
and "supervisory subgroup." An institution's capitalization risk category
is based on the FDIC's determination of whether the institution is well
capitalized, adequately capitalized or less than adequately capitalized. An
institution's supervisory subgroup is based on the FDIC's assessment of the
financial condition of the institution and the probability that FDIC
intervention or other corrective action will be required. Subgroup A
institutions are financially sound institutions with few minor weaknesses;
Subgroup B institutions are institutions that demonstrate weaknesses which,
if not corrected, could result in significant deterioration; and Subgroup C
institutions are institutions for which there is a substantial probability
that the FDIC will suffer a loss in connection with the institution unless
effective action is taken to correct the areas of weakness. The FDIC
assessment rate ranges from zero to 27 cents per $100 of domestic deposits,
with Subgroup A institutions assessed at a rate of zero and Subgroup C
institutions assessed at a rate of 27 cents. The FDIC may increase or
decrease the assessment rate schedule on a semiannual basis. An increase in
the rate assessed one or more of Norwest's banking subsidiaries could have a
material adverse effect on Norwest's earnings, depending on the amount of
the increase. The FDIC is authorized to terminate a depository
institution's deposit insurance upon a finding by the FDIC that the
institution's financial condition is unsafe or unsound or that the
institution has engaged in unsafe or unsound practices or has violated any
applicable rule, regulation, order or condition enacted or imposed by the
institution's regulatory agency. The termination of deposit insurance with
respect to one or more of Norwest's subsidiary depository institutions could
have a material adverse effect on Norwest's earnings, depending on the
collective size of the particular institutions involved.
Deposits insured by the SAIF held by Norwest's bank subsidiaries as a
result of savings association acquisitions by Norwest continue to be
assessed at the applicable SAIF insurance premium rate. Current federal law
provides that the SAIF assessment rate may not be less than 0.18% from
January 1, 1994 through December 31, 1997. After December 31, 1997, the
SAIF assessment rate must be a rate determined by the FDIC to be appropriate
to increase the SAIF's reserve ratio to 1.25% of insured deposits or such
higher percentage as the FDIC determines to be appropriate, but the
assessment rate may not be less than 0.15%. In order to mitigate the
potential effects of a BIF/SAIF premium disparity, Congress recently
proposed legislation that would, among other things, recapitalize the SAIF
by imposing a special one-time assessment on SAIF deposits. The proposed
legislation also contemplates the consolidation or merger of the BIF and the
SAIF into one insurance fund after the SAIF is recapitalized. Management of
Norwest does not anticipate that the impact of the proposed legislation will
be material to Norwest; however, to provide for such a special assessment
when and if imposed, Norwest has established a reserve of $23.5 million
based on an estimated insurance premium rate of 66 cents per $100 of insured
deposits, which reserve has been funded primarily by the refund of BIF
insurance premiums.
DEPOSITOR PREFERENCE
Under the Federal Deposit Insurance Act, claims of holders of domestic
deposits and certain claims of administrative expenses and employee
compensation against an FDIC-insured depository institution have priority
over other general unsecured claims against the institution in the
"liquidation or other resolution" of the institution by a receiver.
8
<PAGE>
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock offered hereby. The
information is as of August 2, 1996.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND
NAME (1) TO BE OFFERED HEREBY
-------- -------------------------
<S> <C>
Thomas E. Aman 460,770
Robert A. Gloss 28,661
Daniel R. Moen 93,373
Carl E. Perry 17,196
All Selling Stockholders 600,000
as a group (4 persons)
- - ----------------------
</TABLE>
(1) The persons named as Selling Stockholders in the above table held all of
the outstanding stock of Aman immediately prior to the Acquisition.
Norwest believes each Selling Stockholder has sole voting and investment
power with respect to the Shares shown above opposite his name.
INVESTMENT AGREEMENT
In connection with the acquisition of Aman by Norwest, the Selling
Stockholders entered into an Investment Agreement dated as of July 31, 1996
(the "Investment Agreement") with Norwest pursuant to which the Selling
Stockholders that they would not directly or indirectly effect any
dispostion of the Shares except in compliance with the Investment Agreement.
Distribution and Transfer Requirements. The Investment Agreement
provides that any distribution of the shares (defined as a "Transfer" in
the Investment Agreement) to the public be made in an "ordinary trading
transaction." An "ordinary trading transaction" is defined in the
Investment Agreement to exclude a short sale, the writing of options or
other derivative securities.
The Investment Agreement also contains a number of transfer requirements
with respect to the Shares applicable for a period of two years after the
issuance of the shares. Norwest has the right to refuse to transfer any
shares sold by a Selling Stockholder pursuant to the Investment Agreement
and this Prospectus if such Selling Stockholder does not comply with the
transfer procedures set forth in the Investment Agreement. Under these
requirements, each Selling Stockholder must provide five business days
written notice ("Transfer Notice") to Norwest of any proposed Transfer
(referred to in the Investment Agreement as the "Notice Period"). Following
receipt of this notice, Norwest must notify the Selling Stockholder
proposing to make the transfer of shares by 5:00 p.m., Minneapolis,
Minnesota time on the last day of the Notice Period, either that the
transfer may occur or that it must be deferred. Any such transfer will be
deferred (i) to permit updating of this Prospectus, (ii) 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 or (iii) to permit issuance
of an earnings release. If Norwest does not defer the proposed sale or other
transfer, then the Selling Stockholder must complete the proposed sale or
transfer by the fifth business day after the end of the Notice Period.
9
<PAGE>
In addition, the Investment Agreement specifies certain minimums for the
Selling Stockholders as to the frequency of Transfers and the number of
shares that may be included in any single transfer. Generally, each Selling
Stockholder may sell or otherwise transfer not less than 1,000 of the shares
of Norwest Common Stock held by him per Transfer, and a Transfer Notice may
be given by any particular Selling Stockholder only once in each calendar
quarter.
Notwithstanding the limitations on Transfers described in this
Prospectus, a Selling Stockholder has the right to effect a Transfer of his
Shares during a period commencing on the second business day after each date
on which Norwest files 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 fifteenth business day following such date, provided that
the Selling Stockholder has first given Norwest the written notice described
above and Norwest has not exercised its right to defer such transfer by
delivering the officer's certificate described above. If any Transfer is to
be made other than pursuant to this Prospectus, the Transfer Notice must
describe the proposed transfer and be accompanied by an opinion of counsel
acceptable to Norwest that the Transfer is exempt from registration under
the Securities Act. In addition, the Investment Agreement requires the
Selling Stockholder to furnish certain documentation to the transfer agent
for Norwest Common Stock as a condition to completing the transfer.
Assignment. The right of the Selling Stockholders named in this
Prospectus to transfer their shares pursuant to the Investment Agreement is
generally not assignable by operation of law or otherwise, without Norwest's
consent.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Indemnification Agreement. As a condition to Norwest's consummation of
the acquisition, Norwest required Thomas E. Aman and Daniel R. Moen to enter
into an Indemnification Agreement with Norwest dated as of March 21, 1996
(the "Indemnification Agreement"). Under the terms of the Indemnification
Agreement, Messrs. Aman and Moen agreed to indemnify and hold harmless
Norwest against any and all claims, liabilities, losses, damanges or costs
(including reasonable attorneys fees and expenses) in excess of $250,000 in
the aggregate, sustained by Norwest or any of its subisidiaries or
affiliates arising out of or resulting from the breach of any of Aman's
representations or warranties contained in the Agreement and Plan of
Reorganization dated March 21, 1996 between Aman and Norwest (the
"Acquisition Agreement") or the failure to observe or perform any covenant
or other agreement in the Acquisition Agreement. The liability of Messrs.
Aman and Moen under the Indemnification Agreement is joint and several;
however, the liability of each is limited to the value (as measured on
August 2, 1996) of the shares of Common Stock received by him in the
Acquisition.
Certain Relationships.
At the time of Acquisition. At the time of the acquisition of Aman
by Norwest on August 2, 1996, the Selling Stockholders served Aman in the
following respective capacities.
<TABLE>
<CAPTION>
NAME CAPACITY
<S> <C>
Thomas E. Aman Chief Executive Officer and Director
Daniel R. Moen President and Director
Robert A. Gloss Vice President
Carl E. Perry Vice President
</TABLE>
After the Acquisition. Pursuant to employment agreements dated
March 21, 1996 between Norwest Financial, Inc., a wholly-owned subsidiary of
Norwest Corporation ("NFI"), and
10
<PAGE>
Thomas E. Aman and Daniel R. Moen, respectively, NFI has agreed to employ
Messrs. Aman and Moen as executives of NFI until August 2, 1999 upon the terms
and subject to the conditions set forth in the applicable employment agreement.
Loan and Other Transactions. Daniel R. Moen and his spouse, Ardis L. Moen,
have a mortgage loan with Norwest Mortgage, Inc., a subsidiary of Norwest
Corporation, in the aggregate principal amount outstanding as of August 1, 1996
of $123,535. Mr. Moen also has an unsecured line of credit with Norwest Bank
South Dakota, N.A. in the outstanding principal amount of $203,900 as of August
1, 1996. Regina Super 8 Motel, Inc., a company in which Mr. Moen owns 12.5% of
the outstanding capital stock, has a loan with Norwest Bank South Dakota, N.A.
in the outstanding principal amount of $1,099,852 as of August 1, 1996. Such
loans were made by in the ordinary course of 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 that the normal risk of collectibility or present other unfavorable
features.
PLAN OF DISTRIBUTION
The distribution and sale of the shares is subject to the provisions of the
Investment Agreement described above under the heading "SELLING STOCKHOLDERS--
Investment Agreement." Subject to the Selling Stockholders' compliance with the
transfer and other provisions of the Investment Agreement described above, the
distribution of the shares by the Selling Stockholders may be effected from time
to time, in one or more transactions on the New York Stock Exchange or
otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the New York Stock
Exchange, in the over-the counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Selling Stockholders may effect such transactions by selling shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from Selling
Stockholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Stockholders
and broker-dealers that participate with Selling Stockholders in the
distribution of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
them and any profit on the resale of shares may be deemed to be underwriting
compensation. See "SELLING STOCKHOLDERS--Investment Agreement."
LEGAL OPINION
A legal opinion to the effect that the shares of Norwest's Common Stock
offered hereby were validly issued and fully paid and nonassessable has been
rendered by Stanley S. Stroup, Executive Vice President and General Counsel of
Norwest. At June 30, 1996, Mr. Stroup was the beneficial owner of approximately
109,313 shares and held options, exercisable within 60 days from June 30, 1996,
to acquire 264,082 additional shares of Norwest Common Stock.
EXPERTS
The consolidated financial statements of Norwest and subsidiaries as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, 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.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by Norwest Corporation ("Norwest") in connection with
distribution of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 1,143.07
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 $24,343.07
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with an action, suit or proceeding. Article Fourteenth of the Certificate of
Incorporation of Norwest provides for broad indemnification of directors and
officers of Norwest.
ITEM 16. EXHIBITS
3.1 -- Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(b) to Norwest's Current Report on Form 8-K
dated June 28, 1993 and Exhibit 3 to Norwest's Current Report on Form
8-K dated July 3, 1995).
3.1.1 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
3.1.2 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995).
II-1
<PAGE>
3.1.4 -- Certificate of Amendment to Certificate of Incorporation
(incorporated herein by reference to Exhibit 3 to Norwest's Current
Report on Form 8-K dated July 3, 1995).
3.1.5 -- Certificate of Designations with respect to the 1996 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated February 26, 1996).
3.2 -- Bylaws of Norwest, as amended (incorporated herein by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., (incorporated herein by reference to Exhibit 1 to
Norwest's Form 8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement
(incorporated herein by reference to Exhibit 3 to Norwest's Form 8
dated July 21, 1989).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest.
10.1 -- Investment Agreement dated as of July 31, 1996 between Norwest
Corporation and Thomas E. Aman and Daniel R. Moen.
10.2 -- Indemnification Agreement dated as of March 21, 1996 between Norwest
Corporation and Thomas E. Aman and Daniel R. Moen.
10.3 -- Employment Agreement dated as of March 21, 1996 between Norwest
Financial, Inc. and Thomas E. Aman.
10.4 -- Employment Agreement dated as of March 21, 1996 between Norwest
Financial, Inc. and Daniel R. Moen.
10.5 -- Agreement and Plan of Reorganization dated March 21, 1996 between
Norwest Corporation and Aman Collection Service, Inc., as amended.
23.1 -- Consent of General Counsel of Norwest (included as part
of Exhibit 5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent posteffective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
((S)230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective 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.
(3) To remove from registration by means of a posteffective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant 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.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Amendment No. 1 on
Form S-3 to the Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Minneapolis, on the
10th day of October, 1996
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 10th day of October, 1996, 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 )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
--------------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- - ------ ----------- -------
3.1 -- Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(b) to
Norwest's Current Report on Form 8-K dated June 28,
1993 and Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995).
3.1.1 -- Certificate of Designations of Powers, Preferences,
and Rights of Norwest ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit
4 to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994).
3.1.2 -- Certificate of Designations of Powers, Preferences,
and Rights of Norwest Cumulative Tracking Preferred
Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3 -- Certificate of Designations of Powers, Preferences, and
Rights of Norwest 1995 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 4
to Norwest's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995).
3.1.4 -- Certificate of Amendment to Certificate of Incorporation
(incorporated herein by reference to Exhibit 3 to Norwest's
Current Report on Form 8-K dated July 3, 1995).
3.1.5 -- Certificate of Designations with respect to the 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form
8-K dated February 26, 1996).
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).
<PAGE>
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
- - ------ ----------- -------
4 -- Rights Agreement, dated as of November 22, 1988,
between Norwest and Citibank, N.A., (incorporated
herein by reference to Exhibit 1 to Norwest's Form
8-A filed on December 6, 1988).
4.1 -- Certificate of Adjustment dated July 21, 1989 to
Rights Agreement (incorporated herein by reference
to Exhibit 3 to Norwest's Form 8 dated July 21, 1989).
4.2 -- Certificate of Adjustment dated June 28, 1993, to
Rights Agreement (incorporated by reference to Exhibit
4 to Norwest's Form 8-A/A dated June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Electronic
Norwest. Transmission
10.1 -- Investment Agreement dated as of July 31, 1996 between Electronic
Norwest Corporation and Thomas E. Aman and Daniel R. Transmission
Moen.
10.2 -- Indemnification Agreement dated as of March 31, 1996 Electronic
between Norwest Corporation and Thomas E. Aman and Transmission
Daniel R. Moen
10.3 -- Employment Agreement dated as of March 21, 1996 between Electronic
Norwest Financial, Inc. and Thomas E. Aman. Transmission
10.4 -- Employment Agreement dated as of March 21, 1996 between Electronic
Norwest Financial, Inc. and Daniel R. Moen. Transmission
10.5 -- Agreement and Plan of Reorganization dated March 21, 1996 Electronic
between Norwest Corporation and Aman Collection Service, Transmission
Inc. as amended.
23.1 -- Consent of General Counsel of Norwest (included as Electronic
part of Exhibit 5 filed herewith). Transmission
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial Electronic
statements of Norwest). Transmission
24 -- Powers of Attorney.
- - ----------------------
*Parenthetical references to exhibits in the description of Exhibits 3.1, 3.1.1,
3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.2, 4, 4.1, and 4.2 are incorporated by reference
from such exhibits to the indicated reports of Norwest filed with the Securities
and Exchange Commission under File No. 1-2979.
<PAGE>
EXHIBIT 5
October 10, 1996
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 600,000 shares of the common stock, par value
$1-2/3 (the "Shares"), of Norwest Corporation, a Delaware corporation
("Norwest"), issued in connection with the acquisition by Norwest of Aman
Collection Services, Inc., a South Dakota corporation, I have examined
such corporate records and other documents, including the Registration
Statement on Form S-3 relating to the Shares, and have reviewed such
matters of law as I have deemed necessary for this opinion, and I advise
you that in my opinion:
1. Norwest is a corporation duly organized and existing under the
laws of the state of Delaware.
2. The Shares have been legally and validly issued, and constitute
fully paid and nonassessable shares of the common stock of Norwest.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stanley S. Stroup
Stanley S. Stroup
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 10.1
INVESTMENT AGREEMENT
This Investment Agreement dated as of July 31,1996, between Norwest
Corporation, a Delaware corporation ("Norwest"), and the undersigned
individuals, (individually, an "Investor," and collectively, the "Investors").
WHEREAS, Norwest and Aman Collection Services, Inc. (the "Company"), a
South Dakota corporation, are parties to an Agreement and Plan of
Reorganization dated as of March 21, 1996, as amended as of July 31, 1996 (as
amended, the "Reorganization Agreement") providing for the merger of a wholly-
owned subsidiary of Norwest with and into Company (the "Merger") in exchange
for a number of shares of common stock of Norwest, par value $1-2/3 per share
("Norwest Common Stock"), under the terms and conditions set forth therein;
WHEREAS, the Reorganization Agreement provides that the shares of Norwest
Common Stock to be issued in connection with the Merger (the "Shares") to
those Investors who are shareholders of the Company and to those Investors who
will receive Shares in connection with the "Phantom Stock Agreements" (as that
term is defined in the Reorganization Agreement) will be issued in a private
transaction pursuant to one or more exemptions from registration under the
Securities Act of 1993, as amended (the "Securities Act") at the time of the
consummation of the Merger and subject to registration rights as set forth in
this Investment Agreement;
WHEREAS, as a condition to the consummation of the Merger, Norwest is
requiring that each Investor enter into this Investment Agreement, setting
forth certain representations, agreements and undertakings for the purpose of
qualifying the Shares for such exemptions from registration and to fix the
terms and conditions of such registration rights.
NOW, THEREFORE, the parties hereto, in consideration of the premises and
of the mutual covenants and agreements contained herein, agree as follows:
1. REPRESENTATIONS AND COVENANTS OF INVESTORS. In order to induce
Norwest to consummate the Merger contemplated by the Reorganization Agreement
and to issue the Shares in connection with the Merger, each of the Investors
represents and warrants to, or agrees with, Norwest as follows:
(a) As of the date hereof, each Investor who is a shareholder of
the Company: (i) holds of record and beneficially that number of shares
of the Common Stock of Company set forth opposite his or her name on
Schedule 1(a) to this Investment Agreement ( the "Company Shares"); (ii)
has good title to all Company Shares held by such Investor, free and
clear of all liens, claims, and encumbrances,
<PAGE>
except as set forth on Schedule 1(a); and (iii) is domiciled in the state
shown opposite each Investor's name on Schedule 1(a).
(b) Information with respect to Norwest. Norwest has furnished to
each of the Investors each of the following documents: (i) Norwest's
annual report on Form 10-K for the year ended December 31, 1995, (ii)
each of Norwest's quarterly reports on Form 10-Q filed with the Securities
and Exchange Commission (the "SEC") for each of the quarters between
January 1, 1995 and the date of this Investment Agreement, (iii) Norwest's
annual report to stockholders for its most recently completed fiscal year
and its notice and proxy statement for its most recent annual meeting of
stockholders, and (iv) all other documents, if any, filed with the SEC
pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") between January 1, 1996 and the date
of this Agreement.
(c) Investor Intent/Legending of Certificates.
(i) Investment Intent. Each Investor (1) has such knowledge
and experience in financial matters that the Investor is capable of
evaluating the merits and risks of the acquisition of the Shares and
has requested, received, reviewed and considered all information the
Investor deems relevant in making an informed decision to acquire
the Shares, (2) intends to acquire the Shares for investment only
and with no present intention of distributing or reselling any of
such Shares (other than for sales pursuant to this Investment
Agreement and the Registration Statement (as defined below), or
sales pursuant to this Investment Agreement which are otherwise in
compliance with the Securities Act and the rules and regulations
promulgated thereunder), and (3) agrees that, for a period of two
(2) years from the date the Shares are issued, the Investor will
not, directly or indirectly, offer, sell, pledge, transfer, or
otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares, other than
in compliance with the Reorganization Agreement, this Investment
Agreement, and the Securities Act and the rules and regulations
promulgated thereunder.
(ii) Legending of Certificates. Each Investor acknowledges
and agrees that the Shares being issued in accordance with the
Reorganization Agreement have not been registered under the
Securities Act in reliance upon one or more exemptions from
registration under the Securities Act and that the certificates
evidencing the shares will bear the following restrictive legend:
"The shares represented by this certificate were issued in
connection with the merger described in that certain Agreement
and Plan of Reorganization and related Agreement and Plan of
Merger dated March 21, 1996, as amended, by and between Norwest
Corporation ("Norwest") and Aman Collection Services, Inc. and
are
2
<PAGE>
subject to certain restrictions on transfer set forth in that
certain Investment Agreement dated as of July 31, 1996 and the
shareholders named therein (the "Investment Agreement"), and
were issued without registration under the Securities Act of
1933, as amended (the "Securities Act") in reliance on one or
more exemptions therefrom. These shares may not be sold or
otherwise transferred except pursuant to a registration
statement under the Securities Act, or upon receipt by Norwest
Corporation of an opinion of counsel reasonably satisfactory to
it that an exemption from registration under the Securities Act
is available, and except in compliance with the Investment
Agreement."
(iii) Each of the Investors further acknowledges and understands
that Norwest is relying on the truth and accuracy of the
representations made by each Investor herein for purposes of, among
other matters, establishing the existence of such exemptions.
(d) Investor Information. Each Investor covenants and agrees (i)
to furnish to Norwest, in writing, any information relating to the Investor
which Norwest reasonably determines to be necessary for disclosure in any
Registration Statement covering the Shares (or any amendment thereto) or
for the purpose of complying with an exemption from registration or
applicable state securities laws, promptly after request therefor by
Norwest, (ii) that the Investor or his representative will discuss such
information with Norwest or its representatives, upon the request of
Norwest, and (iii) that the Investor and his representative, if any, will
otherwise cooperate with Norwest to achieve compliance with applicable
exemptions and applicable federal and state securities laws. Each Investor
warrants that all information to be furnished by the Investor to Norwest
pursuant to this paragraph 1(d) shall be true and correct.
(e) Compliance with Securities Law and Transfer Requirements. Each
Investor agrees with Norwest that the Investor will fully comply, and
will cause each broker-dealer who sells Shares on the Investors' behalf
to fully comply, with all requirements under the Securities Act and the
Exchange Act, including without limitation the prospectus delivery
requirements under the Securities Act and the provisions of Rule 10b-6 of
the Exchange Act, in connection with any sale or distribution of the
Shares pursuant to the Registration Statement, and with the Transfer
procedures set forth in paragraph 3 hereof. Each Investor further agrees
that no Transfer of the Shares may be made to the public except in an
"ordinary trading transaction." As used in this Investment Agreement, an
"ordinary trading transaction" excludes any transaction in the Shares
constituting a short sale, the writing of options or other derivative
securities on the Shares (whether or not such options or derivative
securities are listed on an options or other securities exchange.)
(f) Capacity and Enforceability. Each Investor represents, warrants
and covenants to Norwest that (i) the Investor has full right, power,
authority and
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<PAGE>
capacity to enter into this Investment Agreement and to consummate the
transactions contemplated hereby, and (ii) upon its execution and
delivery, this Investment Agreement shall constitute a valid and binding
obligation of the Investor, enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors and contracting parties generally and except as
enforceability may be subject to general principles of equity.
2. REGISTRATION PROCEDURES AND EXPENSES. Following the Effective Date
of the Merger, Norwest agrees to take the following actions:
(a) Registration Statement. Subject to paragraph 2(b) below,
Norwest will prepare and file with the SEC a registration statement on
Form S-3 covering all of the Shares (the "Registration Statement") within
90 days following the Effective Date of the Merger, and shall use its
best efforts, including the filing of any necessary acceleration
requests, to cause the Registration Statement to become effective as soon
as practicable thereafter; provided, however, that Norwest shall have the
right to delay the effectiveness of such Registration Statement until the
Investors and their counsel (if any) have reviewed and approved the
information included in the Registration Statement about the Investors as
selling stockholders or in order to comply with any requirements or
limitations at any time imposed by the SEC on the registration of
securities for re-sale.
(b) Right to Delay Effectiveness of Registration. Norwest shall
have the right to delay effectiveness of the Registration Statement for
up to three successive 30-day periods, provided, however, that prior to
each such 30-day deferral, Norwest shall have delivered, to each Investor
a certificate signed by the Chairman, the President, or any Executive
Vice President of Norwest stating that in the good faith judgment of
Norwest, it would be detrimental to Norwest and its stockholders for
Norwest to immediately proceed with the effectiveness of such
Registration Statement.
(c) Amendments or Subsequent Registration Statement. Norwest
shall, subject to paragraph 3 below, prepare and file with the SEC such
amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective until the earlier of (i) the date that
all of the Shares have been sold pursuant thereto, or (ii) until all of
the Shares owned by the Investors may be sold pursuant to Rule 144(c)
through (i) of the SEC or any other rule of similar effect, without the
registration of such Shares under the Securities Act. In lieu of filing
an amendment or supplement to the Registration Statement, Norwest may, at
its option, file and cause to become effective a subsequent registration
statement on Form S-3 or on such other form as may be then available to
Norwest covering the Shares to permit the Transfer (as defined in
paragraph 3(a) hereof) of the Shares from time to time, provided,
however, that there shall be no lapse in the effectiveness of a
Registration Statement filed pursuant to this Investment Agreement,
subject to any rules and regulations of the SEC with respect to such
effectiveness in the event of a
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<PAGE>
subsequent registration statement. If Norwest elects to file such
subsequent registration statement which thereafter becomes effective,
such subsequent registration statement, upon its effectiveness, shall be
deemed the "Registration Statement" for all purposes of this Investment
Agreement. The period from the effective date of the Registration
Statement through the earlier of the dates described in clauses (i) and
(ii) of this paragraph 2(c) is herein referred to as the "Effective
Period."
(d) Copies of Prospectus. Norwest shall furnish to the Investors
with respect to the Shares registered on such Registration Statement
copies of the preliminary prospectuses and prospectuses as required by
the Securities Act and such other documents as the Investors may
reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Shares by the Investors. Norwest shall
also file with the New York Stock Exchange ("NYSE") and the Chicago Stock
Exchange ("CSE") (the exchanges on which the Shares will be listed for
trading) such copies of the preliminary prospectus and prospectus
included in the Registration Statement as may be required by the rules of
the NYSE and the CSE, or as may be contemplated by Rule 153 as
promulgated by the SEC pursuant to the Securities Act.
(e) Blue Sky Compliance. Norwest shall file documents required of
Norwest for routine blue sky clearance in ordinary trading transactions,
or in lieu of such filings, Norwest may rely on such exemptions therefrom
as may then be available to Norwest or in respect of the Shares under the
blue sky laws of any jurisdiction in which such clearance is sought;
provided, however, to the extent that any Transfer is proposed to be made
by the Investor without using the services of a broker-dealer or agent
registered in each state in which such Transfer is deemed to occur, (i)
Norwest shall not be required to take any further action to obtain blue
sky clearance in such state if the Transfer would otherwise be exempt
were the Investor to use the services of a broker-dealer or agent
registered in such state; and (ii) Norwest may defer such proposed
Transfer until it has received such information and assurances as its
counsel may reasonably request to determine that the manner of such
proposed Transfer is in compliance with such blue sky clearance as
Norwest has already obtained or with such exemption on which Norwest is
then relying. Norwest shall not, in any event, be required to obtain
blue sky clearance for the Shares in any state where Norwest may be
required to qualify to do business as a foreign corporation or as a
dealer in any state where it is not so qualified, to conform its
capitalization or the composition of its assets at the time to the
securities or blue sky laws of such state, to take any action which would
subject it to service of process in suits other than those arising out of
the offer and sale of the Shares covered by such Registration Statement,
or to subject itself to taxation in any state where it is not so subject
at the time Norwest is asked to obtain blue sky clearance.
(f) Expenses. Norwest agrees to bear all expenses in connection
with the registration of the Shares on such Registration Statement and
the satisfaction of the blue sky requirements set forth in this
Investment Agreement, except underwriting
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<PAGE>
discounts and selling commissions, and fees and expenses, if any, of
counsel and other advisors to the Investors.
(g) Underwriters. Norwest understands that the Investors disclaim
being underwriters for purposes of the Securities Act, but if any of the
Investors are deemed to be underwriters, that fact shall not relieve
Norwest or any of the Investors of any of their respective obligations
under this Investment Agreement.
3. TRANSFERS OF SHARES AFTER REGISTRATION; AMENDED REGISTRATION
STATEMENT.
(a) Transfers/Limitations on Transfers.
(i) In General. The Investors agree that none of them will
effect any disposition of any of the Shares, whether by sale,
assignment, pledge, or otherwise (a "Transfer") unless (1) such
Investor has first complied with the provisions of this paragraph 3,
(2) until after publication by Norwest of financial results
including at least 30 days of combined operations of Company and
Norwest, and (3) if applicable, the Investor has complied with the
provisions of paragraph 2(e) with respect to a Transfer.
(ii) Transfer Procedures. Subject to the provisions of
subparagraph 3(a)(i), each Investor agrees that for each Transfer of
the Shares made during the Effective Period, (i) each proposed
Transfer shall be for not less than 1,000 Shares; (ii) the Investor
desiring to make a Transfer shall give Norwest five (5) business
days (the "Notice Period") written notice of the proposed Transfers
prior to the date the proposed Transfers will occur, which notice
shall be in the form attached hereto as Exhibit A (the "Transfer
Notice"), which Notice may be given by facsimile transmission; and
(iii) Norwest does not elect in writing as provided in paragraph
3(b) below to defer such proposed Transfer. The Transfer Notice to
Norwest shall be deemed to have been given to Norwest, for purposes
of computing the Notice Period, on the date Norwest actually
receives the Transfer Notice. The last day of the Notice Period
shall be the fourth business day after Norwest receives the Transfer
Notice. The Transfer Notice shall specify the number of Shares
proposed to be transferred, and identify the registered broker-
dealer(s) (if applicable) who will effect the Transfers. If any
Transfer is to be made otherwise than pursuant to the Registration
Statement and the prospectus included therein, the Transfer Notice
shall also describe the manner in which such Transfer is to be made,
and be accompanied by an opinion of counsel experienced in
securities law matters reasonably satisfactory to Norwest, stating,
in substance, that the Transfer is exempt from registration under
the Securities Act. For purposes of this Investment Agreement, a
Transfer shall be deemed to have occurred on the date (A) the order
to sell any Shares is placed with a registered broker-dealer, or (B)
Investor enters into any agreement or undertaking (other than in the
circumstances described in clause (A) above) pursuant to which the
Investor becomes irrevocably and unconditionally committed to
dispose of any
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<PAGE>
Shares. A pledge of any Shares to a third party for purposes of
security (a "Pledge") shall not be deemed a Transfer for purposes of
this paragraph 3 if the Investor making the Pledge has delivered to
Norwest a notice in the form attached hereto as Exhibit B and the
opinion of counsel referred to above in this paragraph 3(a) prior to
the Pledge. Each Investor agrees that a Transfer Notice may not be
given to Norwest by such Investor and a Transfer may not be made
more frequently by such Investor than once in each calendar quarter
the Effective Period.
(b) Notice of Deferral of Proposed Transfer. If Norwest elects to
defer the proposed Transfer as provided in paragraph 3(c) or 3(d) below,
then on or before 5:00 p.m. (Minneapolis, Minnesota time) on the date the
Notice Period expires, Norwest shall notify the Investor from whom the
Transfer Notice was received (the "Transferring Investor") that the
proposed Transfer must be deferred either (A) because, in the opinion of
Norwest's counsel, the Registration Statement is required to be amended
or supplemented so that a Transfer of the Shares pursuant to the
Registration Statement can be effected in compliance with the Securities
Act and the Exchange Act, or (B) because Norwest has given the Investors
either the certificate described in paragraph 3(d)(i) or the notice
described in paragraph 3(d)(ii) below. If Norwest does not elect to
defer the proposed Transfer, then Norwest will so advise the Transferring
Investor in writing on or before the date and time the Notice Period
expires. Such Transfer must thereafter be completed as set forth in the
Transfer Notice on or before the close of business on the fifth business
day following the expiration of the Notice Period, unless the
Transferring Investor has received either the certificate described in
paragraph 3(d)(i) below or the notice described in paragraph 3(d)(ii)
below, prior to the close of business on such fifth business day.
(c) Right to Amend Registration Statement. If Norwest notifies the
Investors (whether or not Norwest has received a Transfer Notice) that
the Registration Statement may be required to be amended or supplemented
so that a Transfer of the Shares pursuant to the Registration Statement
can be effected in compliance with the Securities Act and the Exchange
Act, then (i) Norwest shall, within twenty (20) business days after the
date of such notice, prepare and file with the SEC such amendments and
supplements to the Registration Statement as may be necessary to permit
the Investors to Transfer their Shares pursuant to the Registration
Statement in compliance with the Securities Act and the Exchange Act, and
shall use its best efforts to cause such amendment or supplement to
become effective as soon as practicable thereafter, including the filing
of all necessary acceleration requests, and (ii) until such amendment or
supplement becomes effective pursuant to the rules and regulations
promulgated under the Securities Act, none of the Investors shall effect
any Transfer of the Shares pursuant to the Registration Statement.
Norwest shall notify each Investor of the effectiveness of any such
amendment or supplement to the Registration Statement. Notwithstanding
the foregoing, the obligation of Norwest to file any amendment or
supplement to the Registration Statement shall not apply with respect to
any amendment or supplement relating to information supplied by any of
the Investors or any other
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<PAGE>
person selling shares pursuant to the Registration Statement unless the
Investors or such other person shall have given prior written notice to
Norwest that an amendment or supplement is required, in which case (i)
Norwest shall file such amendment or supplement within twenty (20)
business days following the date such notice is received by Norwest, and
(ii) until such amendment or supplement becomes effective pursuant to the
rules and regulations promulgated under the Securities Act, none of the
Investors shall effect any Transfer of the Shares pursuant to the
Registration Statement.
(d) Right to Defer Transfer.
(i) If Norwest shall furnish to the Transferring Investor a
certificate signed by the Chairman, the President, or any Executive
Vice President of Norwest stating that in the good faith judgment of
Norwest, it would be materially detrimental to Norwest and its
stockholders for the Investor to immediately proceed with the
proposed Transfer, Norwest shall have the right to defer such
Transfer for a reasonable period not to exceed 30 days, and until
the expiration of such 30-day period (or any successive 30-day
period to which Norwest shall become entitled through the execution
and delivery to the Transferring Investor of one or more additional
certificates prior to the expiration of such 30-day period), none of
the Investors shall effect any Transfer of the Shares.
(ii) If Norwest receives a Transfer Notice on or after each
March 31, June 30, and September 30, and December 31 hereafter,
commencing September 30, 1996, and prior to the day on which Norwest
releases for publication, by press release or otherwise, its summary
statement of earnings for the immediately preceding quarter or year
(as may then be applicable) (an "Earnings Release"), Norwest, at its
option, and in addition to and not in lieu of any right of Norwest
to defer a Transfer pursuant paragraph 3(d)(i) hereof, may also
defer any Transfer described in such Transfer Notice, and no such
Transfer shall be made, until a date not later than the fourth
business day after the day on which the Earnings Release occurs.
Norwest shall advise the Transferring Investor when the Earnings
Release is made.
(iii) Notwithstanding any exercise by Norwest of this deferral
right, the Transferring Investors shall have the right to effect a
Transfer of the Shares during the period commencing on the second
business day after each date (a "Filing Date") on which Norwest
files with the SEC a quarterly report on Form 10-Q or, solely at
Norwest's option, a current report on Form 8-K, setting forth its
quarterly or annual summary statement of earnings (as may then be
applicable) and ending on the fifteenth business day following such
date provided that (A) the Transferring Investor has first given
Norwest a Transfer Notice not later than five business days prior to
the proposed effective date of such Transfer within such period; and
(B) Norwest does not exercise its right to defer such Transfer
following receipt of such notice from the Transferring Investor by
delivering the
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<PAGE>
certificate described in the first sentence of this paragraph
3(d)(i). Any such certificate delivered subsequent to a Filing Date
shall be effective only if based on events occurring or
circumstances arising subsequent to such Filing Date.
(e) Transfer Procedures. During the Effective Period, if a
Transfer has been made in compliance with this Investment Agreement the
Investor shall furnish to Norwest, with a copy to Norwest's Transfer
Agent a representation letter in the form of Exhibit C hereto, addressed
to Norwest and signed by the Investor making the Transfer. Upon receipt
of such representation letter, Norwest shall instruct the Transfer Agent
to transfer the Shares in accordance with the Investor's instructions
free of any restrictive legend (except for any portion of the Shares not
being transferred, the certificates for which Shares shall continue to
bear a restrictive legend in the form set forth in paragraph 1(c)(ii)
hereof), subject to the Investor's compliance with the Transfer Agent's
customary transfer documentation requirements.
4. INFORMATION TO BE FURNISHED TO INVESTORS. So long as the
Registration Statement is effective, Norwest shall furnish to each of the
Investors as soon as practicable after available, one copy of (i) its annual
report to stockholders (which shall contain audited financial statements
prepared in accordance with generally accepted accounting principles), (ii)
such quarterly reports to stockholders which Norwest may prepare and
distribute from time to time, (iii) a full copy of the Registration Statement
covering the Shares (excluding exhibits), and (iv) to the extent not
previously delivered pursuant to this Investment Agreement, all documents
incorporated by reference into the Registration Statement as of the date it
became effective, excluding however any exhibits thereto, or any such
documents incorporated by reference filed solely for the purpose of placing
another document on file with the SEC. In addition, upon the reasonable
request of any of the Investors, Norwest shall furnish to such Investor any
other information that is generally made available to the public by Norwest.
5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed by this Investment Agreement upon the transferability of the Shares
shall terminate as to any particular shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with this Investment Agreement, or at such time as an opinion
of counsel satisfactory to Norwest shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.
6. INDEMNIFICATION.
(a) Definitions. As used in this paragraph 6, (i) the term
"Registration Statement" shall include any preliminary prospectus, final
prospectus, exhibit, amendment or supplement included in or relating to
the registration statement referred to in this Investment Agreement, and
(ii) the term "untrue statement" shall include any statement of a
material fact in the Registration Statement which is (or is alleged to
be) untrue, and any omission (or alleged omission) to state in the
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Registration Statement a material fact required to be stated therein or
necessary to make any statement therein, in the light of the circumstances
under which it was made, not misleading.
(b) Indemnification of the Investors. Norwest agrees to indemnify and
hold harmless each Investor (and each person, if any, who controls such
Investor within the meaning of Section 15 of the Securities Act of Section
20 of the Securities Exchange Act of 1934 (the "Exchange Act")) from and
against any claims, losses, damages or liabilities to which such Investor
(or any such controlling person) may become subject (under the Securities
Act, the Exchange Act or otherwise) insofar as such claims, losses, damages
or liabilities arise out of, or are based upon, any untrue statement of a
material fact contained in the Registration Statement, and subject to
subparagraph 6(d) below, Norwest will indemnify such Investor for
attorneys' fees and expenses reasonably incurred in investigating,
preparing to defend or defending against any litigation or investigation or
proceeding by a governmental agency or body commenced or threatened, or any
claim whatsoever based upon an untrue statement; provided, however, that
Norwest shall not be liable to indemnify a Investor to the extent that such
claim, loss, damage or liability arises out of or is based upon (i) an
untrue statement made in reliance upon and in conformity with information
furnished to Norwest by or on behalf of such Investor specifically for use
in preparation of the Registration Statement, or (ii) any Transfer by such
Investor not in compliance with the terms of this Investment Agreement.
(c) Indemnification of Norwest. Each Investor agrees to indemnify and
hold harmless Norwest, each officer of Norwest who signs the Registration
Statement, and each director of Norwest (and each person, if any, who
controls such other person within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act), from and against any
claims, losses, damages or liabilities to which Norwest (or any such
controlling person) may become subject (under the Securities Act, the
Exchange Act, or otherwise), insofar as such claims, losses, damages or
liabilities arise out of, or are based upon (A) any untrue statement made
in reliance upon and in conformity with information furnished by or on
behalf of such Investor specifically for use in preparation of the
Registration Statement, or (B) any Transfer by such Investor not in
compliance with the terms of this Investment Agreement; and subject to
subparagraph 6(d) below, such Investor will reimburse Norwest (and any such
officer, director or other person) for attorneys' fees and expenses
reasonably incurred in investigating, preparing to defend and defending
against any litigation or investigation or proceeding by a governmental
agency or body commenced or threatened, or any claim whatsoever based upon
an untrue statement.
(d) Notice and Defense of Claim. In case any proceeding (including
any governmental investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either paragraph (a)
or (b) of this Section 6, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing, and the indemnifying party, upon request
of the indemnified party, shall retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified
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party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel, or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be in appropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties
and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Investors that
are indemnified parties in the case of parties to be indemnified pursuant
to paragraph (a) of this Section 6 and by Norwest in the case of parties to
be indemnified pursuant to paragraph (b) of this Section 6. An indemnifying
party shall not be liable for any settlement of any proceeding effected
without its prior written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.
7. NOTICES. Except for a notice of deferral of a proposed Transfer by
Norwest under paragraph 3(b), any notice or other communication provided for
herein or given hereunder to a party hereto shall be in writing and shall be
delivered in person or sent by first class mail or telecopy to the address or
telecopy number set forth below, addressed as follows:
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
Telecopy Number: (612) 667-4399
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If to any one or all of the Investors:
Aman Collection Services, Inc.
1 South 1st Street
Aberdeen, South Dakota
Attention: (Investor Name)
Telecopy Number: (605) 622-4990
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
8. SUCCESSORS AND ASSIGNS. This Investment Agreement shall be binding
upon the parties hereto and their respective successors and assigns, but the
rights granted hereunder shall not be assignable by any Investor by operation
of law or otherwise without the prior written consent of Norwest.
9. GOVERNING LAW. This Investment Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Minnesota.
10. COUNTERPARTS. This Investment Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.
11. CAPTIONS. The captions contained in this Investment Agreement are for
convenience of reference only and do not form a part of the Investment
Agreement.
[The remainder of this page has intentionally been left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Investment
Agreement as of the date first above written.
NORWEST CORPORATION INVESTORS
By /s/ John E. Ganoe /s/ Thomas E. Aman
----------------- ----------------------
Its Executive Vice President Thomas E. Aman
------------------------
/s/ Daniel R. Moen
----------------------
Daniel R. Moen
/s/ Robert A. Gloss
----------------------
Robert A. Gloss
/s/ Carl E. Perry
----------------------
Carl E. Perry
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EXHIBIT A
NOTICE OF PROPOSED TRANSFER (SALE)
___________, 199_
Norwest Corporation
Norwest Center
6th Street and Marquette Avenue
Minneapolis, MN 55479-1026
Attn: Corporate Secretary
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement Dated
July __, 1996 Relating to the Acquisition of AMAN COLLECTION SERVICE, INC.
by Norwest Corporation
Ladies and Gentlemen:
- - ---------------------
I am a party to the above-referenced Investment Agreement and a "Selling
Stockholder" named in the form of prospectus included in the Registration
Statement on Form S-3 (the "S-3 Registration Statement") covering shares of the
common stock ($1-2/3 par value) (the "Common Stock") of Norwest Corporation
("Norwest") issued in connection with the above Acquisition. In accordance with
the provisions of Section 3 of the Investment Agreement, you are hereby notified
that I propose to sell __________ shares (the "Shares") of Norwest Common Stock
(the "Proposed Transfer") in an "ordinary trading transaction" (as that term is
defined in Paragraph 1(3), as set forth in this Notice.
In connection with the Proposed Transfer, the manner in which the Proposed
Transfer will be made is described in either in paragraphs (1), (2), or (3)
below, as indicated by an "X" in the appropriate space below.
___ (1) I intend to place an order to sell the Shares pursuant to the S-3
Registration Statement and the Prospectus included therein with
the registered broker-dealer identified below upon expiration of
the Notice Period.
Name of Selling Broker:
-------------------------------------------
Address:
----------------------------------------------------------
Contact Person:
---------------------------------------------------
Telephone and Fax Nos.:
-------------------------------------------
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___ (2) I intend to act for my own account in connection with the
Proposed Transfer and to sell the Proposed Shares pursuant to the
S-3 Registration Statement and the Prospectus included therein
without using the services of a registered broker-dealer in the
transaction described on the Attachment to this Notice. I
understand that Norwest may defer the Proposed Transfer until it
has received such information and assurances from me as its
counsel may reasonably request to determine that the manner of the
Proposed Transfer is in compliance with the blue sky clearance for
a Transfer under the Investment that Norwest has already obtained
or with any exemption from such clearance on which Norwest is
relying.
I understand that (I) if, on or before 5:00 p.m. Minneapolis, Minnesota
time on the fifth business day from the date Norwest receives this Notice (the
"Notice Period"), Norwest notifies me by registered or certified first class
mail or by fax at the address and/or fax number listed below that the Proposed
Transfer must be deferred pursuant to the Investment Agreement (the "Deferral
Notice"), I WILL NOT PROCEED WITH THE PROPOSED TRANSFER AS DESCRIBED IN THIS
NOTICE; or (II) if Norwest notifies me on or before the time and day referred to
in clause (i) above that it has not elected to defer the Proposed Transfer may
be effected as outlined in this Notice, I THE PROPOSED TRANSFER MUST BE
COMPLETED NO LATER THAN THE CLOSE OF BUSINESS ON THE FIFTHDAY AFTER THE DATE THE
NOTICE PERIOD EXPIRES, AND BEFORE I RECEIVE A SUBSEQUENT DEFERRAL NOTICE FROM
NORWEST, IF ANY MAY THEN BE GIVEN UNDER THE TERMS OF THE INVESTMENT AGREEMENT.
Norwest should send all notices contemplated by the Investment Agreement
and relating to Proposed Transfer to me at the address shown below:
-----------------------------------------
Street
-----------------------------------------
City State Zip Code
-----------------------------------------
Fax No.
If no address or fax number is provided, I understand Norwest will send the
notice to the address and/or fax number for notices to Investors shown in the
Investment Agreement.
I have reviewed the form of the Prospectus dated __________, 1996, and
hereby represent to Norwest that the information contained therein with respect
to me
15
<PAGE>
as a Selling Stockholder is true and correct as of the date hereof and will
be true and correct as of the date of the delivery of the Prospectus to the
purchaser of the Shares. I will deliver, or cause a copy of the Prospectus
to be delivered with or prior the sale of the Shares to the purchaser
thereof in accordance with Section 5(b) of the Securities Act of 1933. If
applicable, I understand I may rely on Rule 153 under the Securities Act of
1933 to satisfy such prospectus delivery requirements if the Proposed
Transfer is being made on the New York Stock Exchange or the Chicago Stock
Exchange.
Very truly yours,
------------------------------
Name of Selling Investor
16
<PAGE>
EXHIBIT B
NOTICE OF PROPOSED TRANSFER (PLEDGE)
- - -------------------, 199-
Norwest Corporation
6th Street and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Laurel A. Holschuh
Senior Vice President
and Secretary
RE: Pledge and Consent Pursuant to an Investment Agreement Dated as of July 31,
1996 Relating to the Acquisition of AMAN COLLECTION SERVICE, INC. by
Norwest Corporation
Ladies and Gentlemen:
I am entering into a loan transaction (the "Loan") with the party
identified below (the "Lender") which Loan is to be secured by, among other
collateral, a pledge of _______ shares of the Common Stock of Norwest
Corporation (the "Shares") held by me to the Lender (the "Pledge"). The Shares
were issued to me without registration under federal and state securities laws
pursuant to that certain Investment Agreement dated July 31, 1996. The
certificates evidencing the Shares bear a restrictive legend to the effect that
any transfer of such Shares is restricted by, among other things, the provisions
of the Investment Agreement. Section 1(b)(i) of the Investment Agreement
provides that I ". . . will not, directly or indirectly. . . pledge. . . any of
the Shares. . . " except in compliance with the Investment Agreement, among
other agreements. Section 3(a) of the Investment Agreement requires me to
deliver notice to Norwest of any proposed Pledge describing the proposed Pledge,
together with an opinion of counsel that such pledge is exempt from registration
under the Securities Act of 1933 (the "Securities Act"), and that Norwest
consent to such pledge.
I hereby enclose the opinion of counsel required by the Investment
Agreement in connection with the proposed Pledge, and request that Norwest
consent to the proposed Pledge of the Shares to the Lender.
17
<PAGE>
Name and Address of Lender:
-------------------------------------
-------------------------------------
Name of Contact Person: -------------
Tel.:------------; Fax.:------------
Very truly yours,
- - -----------------------------------
Name of Investor
ACKNOWLEDGMENT BY LENDER
The Lender understands and agrees that the Shares are subject to the
restrictions on transfer described in the Investment Agreement, a copy of which
has been furnished to the Bank, and that any disposition of the Shares by the
Lender following foreclosure of the Pledge will be subject to restrictions on
transfer set forth on the certificates evidencing the Shares and to the
Investment Agreement.
- - -----------------------------------
Name of Lender
By --------------------------------
Its ----------------------------
Consent is hereby given for the pledge by the Borrower named above to the
above Lender of shares of Norwest Corporation common stock received pursuant to
that certain Investment Agreement dated as of July 31, 1996.
NORWEST CORPORATION
By --------------------------------
Its ----------------------------
18
<PAGE>
EXHIBIT C
REPRESENTATION LETTER
___________________, 199_
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attn: Corporate Secretary
Norwest Bank Minnesota, N.A.
Stock Transfer
161 North Concord Exchange
P.O. Box 738
South St. Paul, Minnesota 55075-0738
Attn.: Ms. Nancy Rosengren
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement Dated as
of July 31, 1996 Relating to the Acquisition of AMAN COLLECTION SERVICE,
INC. by Norwest Corporation ("Norwest")
Ladies and Gentlemen:
I am a party to the above-referenced Investment Agreement and a "Selling
Investor" named in the form of prospectus included in that certain Registration
Statement on Form S-3 (the "S-3 Registration Statement"). In accordance with the
provisions of Section 3(e) of the Investment Agreement, you are hereby notified
that I have sold _______ shares (the "Shares") (the "Transfer") of the common
stock ($1-2/3 par value) (the "Common Stock") of Norwest pursuant to the S-3
Registration Statement.
In connection with this transfer, and as a requirement to the transfer of
the Shares sold to the purchaser by me, I hereby represent and warrant to you
and to Norwest as follows:
a. Norwest was given notice of the proposed Sale as required under
the Investment Agreement, DID NOT ELECT TO DEFER to the Transfer, and the
Transfer has been made in compliance with all the terms and provisions of
the Investment Agreement.
19
<PAGE>
b. I have delivered, or caused the delivery prior to the sale of the
Shares to the purchaser thereof, of a copy of the Prospectus included in
the S-3 Registration Statement and have otherwise have complied with all
prospectus delivery requirements under the Securities Act of 1933 (the
"Securities Act"). The Transfer of the Shares is not subject to the
provisions of Rule 10b-6 promulgated under the Securities Act of 1934 (the
"Exchange Act"), or if the Transfer is subject to Rule 10b-6, the Transfer
has been made in accordance with the requirements of such rule, and.
c. The number of Shares being transferred, when added to any shares
previously transferred pursuant to the S-3 Registration Statement or the
Investment Agreement, do not exceed the number of shares set forth opposite
my name in the "Selling Stockholder" table in the Prospectus, and will not
cause a breach of any representation or warranty made by me in the
Investment Agreement.
I hereby undertake to provide you with such other documentation as the
Transfer Agent may request pursuant to its customary transfer documentation
requirements in order to complete the transfer of the Shares.
Very truly yours,
____________________________
Name of Investor
20
<PAGE>
EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made as of March 21, 1996 by Thomas E. Aman
and Daniel R. Moen, (together, "Aman and Moen") and Norwest Corporation
("Norwest").
WHEREAS, Norwest and Aman Collection Service, Inc. ("AMAN") intend to enter into
an Agreement and Plan of Reorganization ("Reorganization Agreement") providing
for a business combination between Norwest and AMAN in which the outstanding
shares of capital stock of AMAN will be exchanged for shares of common stock of
Norwest; and
WHEREAS, Aman and Moen are shareholders of AMAN and are entering into this
Indemnification Agreement to induce Norwest to enter into the Agreement and to
consummate the transaction proposed thereunder;
THEREFORE, Aman and Moen agree as follows:
1. Aman and Moen agree to indemnify and hold harmless Norwest against any and
all claims, liabilities, losses, damages or costs (including reasonable
attorneys fees and expenses) in excess of $250,000 in the aggregate,
sustained by Norwest or any of its subsidiaries or affiliates arising out
of or resulting from the breach of any of AMAN's representations or
warranties contained in the Agreement or failure to observe or perform any
covenant or other agreement in the Agreement. This Indemnification
Agreement applies to any such breach or failure, regardless of whether the
absence of such a breach or failure as of the Time of Filing was a
condition that had to be satisfied under paragraph 7 of the Reorganization
Agreement prior to the Time of Filing.
2. Any claims by Norwest for indemnity hereunder or for any claim arising
outside this Indemnification Agreement in connection with the
Reorganization Agreement must be made by giving written notice to Aman and
Moen at their address shown for AMAN in paragraph 13 of the Reorganization
Agreement no later than 60 days after discovery thereof by Norwest but,
except for claims relating to unpaid taxes relating to tax years for which
the statute of limitations has not expired, in no event later than three
years after the Effective Date of Merger (as defined in the Reorganization
Agreement). Except as to any claims as to which Norwest has given notice in
accordance with this paragraph, this Indemnification Agreement and
Norwest's right to bring any claim against Aman and Moen in connection with
the Reorganization Agreement will terminate at the expiration of such three
year period.
3. (a) Whenever any claim shall arise for indemnification hereunder, Norwest
shall, in accordance with this Indemnification Agreement, notify Aman
and Moen in writing of the claim, and when known, the facts
constituting the basis for such claim. The notice to Aman and Moen
shall specify, if known, the amount or an estimate of the amount of
the liability arising therefrom. Norwest shall not settle or
compromise any claim by a third
<PAGE>
party for which it is entitled to indemnification hereunder without
the prior written consent of Aman and Moen (which consent shall not be
unreasonably withheld or delayed), unless suit shall have been
instituted against Norwest or any of its subsidiaries and Aman and
Moen shall not have taken control of such suit after notification
thereof as provided in Subsection 3(b) below.
(b) Norwest shall use its best efforts to defend against, resist, settle
or otherwise dispose of any claim by a third party giving rise to
indemnification hereunder in such manner as Norwest may deem
appropriate, except that Aman and Moen, in their sole discretion, take
over the conduct of the defense and disposition of such claim at their
own expense subject to Norwest's right to monitor the claim and
consult with respect thereto.
4. The liability of Aman and Moen hereunder shall be joint and several in each
and every particular and this Indemnification Agreement shall be fully
binding upon and enforceable against either Aman or Moen or both them.
Provided, however, the liability of each shall not exceed the value of the
Norwest Common Stock, as of close of trading on the Effective Date of the
Merger, that each received in connection with the Merger. This
Indemnification Agreement is Norwest's exclusive remedy for its claims
against Aman and Moen described in paragraph 1 hereof.
5. This Indemnification Agreement shall be effective as of the Effective Time
of the Merger and shall be binding upon and inure to the benefit of the
parties hereto and their heirs, representatives, successors and assigns.
6. This Agreement shall be governed by the laws of the State of Minnesota.
7. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute but one instrument.
8. All capitalized terms herein have the same meaning herein as they have in
the Reorganization Agreement.
2
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as of the date and year first above written.
/s/ Thomas E. Aman NORWEST CORPORATION
- - ------------------
Thomas E. Aman
By: /s/ John E. Ganoe
/s/ Daniel R. Moen -----------------
- - ------------------ Title: Executive Vice President
Daniel R. Moen ------------------------
3
<PAGE>
EXHIBIT 10.3
EMPLOYMENT AGREEMENT
WHEREAS, Norwest Corporation intends to enter into an Agreement and Plan of
Reorganization dated the date hereof ("Agreement") with Aman Collection
Services, Inc., a South Dakota corporation ("Aman"); and
WHEREAS, contingent upon final closing of the reorganization, Norwest Financial,
Inc. ("Employer"), a wholly owned subsidiary of Norwest Corporation and the
assignee of Norwest Corporation's rights under the Agreement, desires to employ
Thomas E. Aman ("Employee") and Employee wishes to be so employed.
NOW THEREFORE, this Employment Agreement is hereby entered into this 21st day of
March, 1996, by and between Employee and Employer.
1. EMPLOYMENT. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, as an executive of Aman for a period commencing at
the Effective Date of the Merger, as defined in the Agreement, and expiring
upon the earlier of three years from that date or upon Employee's ceasing
to perform executive services for Employer for any reason, including
without limitation, Employee's death (the "Employment Period"). This
Employment Agreement shall be entirely null and void if said reorganization
is not consummated. The execution of this Employment Agreement terminates
any prior employment contracts (written or implied) which Employee has with
Aman, contingent upon consummation of the reorganization. During the
Employment Period, Employee will devote his full business hours and
energies to the business of Employer to accomplish all duties reasonably
assigned, will perform all reasonable business duties assigned to Employee
by Employer, will devote his best efforts to advance the interests of
Employer, and will not devote any time or energy to the efforts of any
other business, except reasonable investment and charitable activities.
2. COMPENSATION.
(a) For services performed by Employee for Employer during each year of the
Employment Period, Employer will pay Employee a gross annual base
salary of $220,000; Employee shall receive an annual increase of not
less than a cost-of-living increase based on the Consumer Price Index
- All Urban Consumers.
(b) (A) In addition to base salary, Employee shall be entitled to an
annual bonus equal to 5% of the amount by which pre-tax income of
Aman for each calendar year (excluding expenses accrued pursuant
to this or similar agreements in computing pre-tax income) exceeds
the amounts shown below, determined in accordance with generally
accepted accounting principles used in Aman's financial statements
for the year ended December 31, 1995, consistently applied, and
excluding the application of any corporate overhead:
<PAGE>
1996 - $4,877,000
1997 - $6,067,000
1998 - $6,685,000
1999 - $7,457,000
Such bonus for 1996 shall be payable with respect to an entire
year even though this Agreement shall be effective for only a
portion of such year. Such bonus for 1999 shall be computed by
prorating for the number of full months that Employee is employed
by Employer during 1999. Provided, however, the bonus to be paid
for any year shall not exceed 90% of Employee's salary for that
year. The bonus shall be earned as of December 31 of each year.
(B) Except as provided herein, (i) each year's bonus shall be paid in
cash in three equal annual installments, (ii) the first
installment shall be paid on the first day of March in the year
following the year for which the bonus was earned, and (iii) the
remaining installments of the award shall be paid on the first
day of March of the next two succeeding years.
(C) If (i) Employee's employment by Employer ends prior to expiration
of three (3) years from the Effective Date of the Merger because
of voluntary termination by Employee, other than with Good
Reason, as defined below, or because of involuntary termination
for Cause, as defined below, then Employee's rights to any unpaid
bonus(es) shall be canceled and forfeited; provided, however, if
Employee's termination date under this paragraph (C) is on or
after December 31 of a year but before March 1 of the next
following year, Employee shall be entitled to receive the
installment(s) of his bonus(es) payable on such March 1 of such
next following year but in no case shall any subsequent
installment(s) of any such bonus(es) (that would have become
payable after such March 1 had Employee remained employed by
Employer) be paid to Employee.
(D) If Employee's employment by Employer is continued by Employee
after expiration of three (3) years from the Effective Date of
the Merger, and thereafter Employee's employment is terminated
for Cause, then Employee's rights to any unpaid bonus(es) shall
be forfeited and canceled; provided, however, if Employee's
termination date under this paragraph (D) is on or after December
31 of a year but before March 1 of the next following year,
Employee shall be entitled to receive the installment(s) of his
bonus(es) payable on such March 1 of such next following year but
in no case shall any subsequent installment(s) of any such
bonus(es) (that would have become payable after such March 1 had
Employee remained employed by Employer) be paid to Employee.
2
<PAGE>
(E) If Employee's employment by Employer ends prior to expiration of
three (3) years from the Effective Date of the Merger because of
(x) voluntary termination by Employee with Good Reason or (y)
involuntary termination other than for Cause or Unacceptable
Performance, Employer shall pay to Employee on the last day of
the Employment Period a lump-sum payment, without discount, equal
to the aggregate of such base salary during the three-year term
(less any salary payments previously made and without giving
effect to any cost of living increases to take effect in future
years) plus the aggregate bonus(es) earned, less any bonus
payments previously made, during the Employment Period, without
discount.
(F) If Employee's employment ends other than because of (x) the
voluntary termination by Employee with Good Reason or (y) the
involuntary termination other than for Cause or Unacceptable
Performance, Employer shall continue to pay Employee's salary
through the last day of the month in which such employment ends.
(G) If Employee's employment by Employer expires due to death or
disability during a year, any bonus that Employee would have been
paid if his Employment Period had not expired during the year
shall be computed by prorating for the number of full months in
the year during the Employment Period, and shall be paid on March
1 of the next following year.
(c) Employer shall have the right to offset any amounts owed by Employee
to Employer under the Indemnification Agreement signed in connection
with the Agreement against any bonus earned by Employee under this
paragraph 2.
(d) Employee shall participate in any Aman benefits as Employer may
establish. During the Employment Period, Employee shall receive paid
vacation in accordance with Employer's vacation policy, giving credit
for employment by Aman, with said vacation to be taken at times and in
increments reasonably agreed to by Employer and Employee.
3. RESTRICTIVE COVENANTS. In consideration for Norwest Corporation's
consummation of the Agreement and the promises contained in this Employment
Agreement, Employee agrees as set forth below in this paragraph 3.
(a) Employee shall not, directly or indirectly, own, manage, operate,
invest in, control, be employed by, participate in, be a financial
sponsor of, provide consultation services to, or be connected in any
manner with, the ownership, management, or control of any other
collection services business or any other financial services business
anywhere in the United States of America, provided, however, that
nothing in this Agreement shall restrict Employee from investing in
3
<PAGE>
any investment company or in not more than 5% of the common equity of
any publicly owned company. The restrictions in this paragraph 3(a)
shall be in full force and effect from the Effective Date of the
Merger until three years after Employee ceases performing services for
Employer, whether under this Employment Agreement or otherwise, for
any reason whatsoever.
(b) Employee shall never use in connection with any business the name
"Aman" or any form of, modification of, or any derivation of any of
said name, or any trademark, servicemark, tradename, slogan, logo or
the like that is or has been used by Aman Collection Services, Inc.
(c) Employee acknowledges and recognizes that Employee will be employed by
Employer in a confidential relationship and may receive and have
access to the confidential business information, customer names,
contracts and other customer data, business methods, techniques and
trade secrets of Employer ("Confidential Information"). Employee may
develop ideas, conceptions, inventions, processes, methods, products
and improvements; and Employee may receive disclosures of ideas,
conceptions, inventions, processes, methods, productions and
improvements made by other employees of Employer ("Employer
Inventions"). Employee may participate with Employer in improving and
developing Confidential Information and Employer Inventions.
Confidential Information and Employer Inventions developed on behalf
of Employer are neither commonly known or readily accessible to others
and are used by Employer in its business to obtain a competitive
advantage over Employer's competitors who do not know or use the
Confidential Information or Employer Inventions. Protection of the
Confidential Information and Employer Inventions against unauthorized
disclosure and use is of critical importance to Employer in
maintaining its competitive position. Employee agrees that Employee
will not, at any time, during or after the Employment Period, make an
independent use of, or disclose to any other person or organization,
except as authorized by Employer in writing, any Confidential
Information or Employer Inventions. Upon termination of the Employee's
employment for any reason, Employee shall promptly deliver to Employer
all Confidential Information and Employer Inventions, and all copies
thereof, that may be in the possession of, or under the control of,
Employee.
(d) Employee shall never, directly or indirectly, influence or advise any
other party to employ anyone who is or was in the service or employ of
Employer at any time during the preceding three years, nor shall
Employee influence or advise any such employee to leave the service or
employ of Employer except when the employee is being terminated by
Employer.
4
<PAGE>
4. DEFINITIONS.
(a) Cause means: violation of a company policy including, without
limitation, Employer's Code of Ethics; personal dishonesty,
misconduct, or a breach of fiduciary duty; or failure to perform any
obligation contained in this Employment Agreement continued for 30
days without correction after notice specifically identifying the
obligation not being performed; or a failure to comply with the terms
of the Indemnification Agreement signed in connection with the
Agreement; or violation of any criminal law (other than traffic
violations or similar minor offenses).
(b) Unacceptable Performance means failure to attain reasonable business
goals established by Employer continued for 30 days without correction
after notice specifically identifying the obligations not being
performed.
(c) Good Reason means (i) the assignment to the Employee of any duties
inconsistent in any respect with the Employee's position (including
status, office, title and reporting requirement), authority, duties or
responsibilities or any other action by the Employer which results in
a diminution in such position, authority, duties or responsibilities,
excluding for this purpose isolated, insubstantial and inadvertent
actions not taken in bad faith and which are remedied by the Employer
promptly after receipt of notice thereof given by the Employee; (ii)
the Employer's requiring the Employee to be based in any city other
than Aberdeen, SD; (iii) any purported termination by the Employer of
the Employee's employment otherwise than for Cause or Unacceptable
Performance; (iv) Employer's failure to perform any obligation
contained in this Employment Agreement continued for 30 days without
correction after notice specifically identifying the obligation not
being performed.
5. INJUNCTIVE RELIEF. Employee understands that Employer's remedy at law for
any breach of any of Employee's obligations under this Employment Agreement
would be inadequate and agrees that temporary and permanent injunctive
relief may be granted in any proceeding which may be brought to enforce any
provisions of this Employment Agreement, without the necessity of proof of
actual damage. Employee agrees that injunctive relief is not an exclusive
remedy and Employer shall have the right to seek, in addition to injunctive
relief any remedy in law or equity.
6. DAMAGES. Neither Employer nor Employee shall seek nor be entitled to any
punitive damages from the other in any actions arising under this
Employment Agreement.
7. SEVERABILITY. If the scope of any restriction contained herein is too broad
to permit enforcement of the restriction to its full extent, including,
without limitation, each restriction in paragraph 3 above, then the
restriction will be enforced to the maximum extent permitted by law, and
Employee agrees that the scope of any restrictions may be judicially
modified accordingly, in any proceeding brought to
5
<PAGE>
enforce the restriction without affecting the enforceability of the
remainder of this Agreement.
8. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties regarding Employee's employment, may be
modified only in writing and will bind and inure to the benefit of Employee
and Employee's personal representative and Employer and Employer's
successor and assigns.
9. GOVERNING LAW AND VENUE. This Employment Agreement shall be governed by the
law of the State of Iowa, except Iowa law on conflicts of law. The venue of
any action arising in connection with this Employment Agreement shall be in
the State of Iowa, except that Employer may, at its option, bring any
action seeking an injunction and arising in connection with paragraph 3 of
this Employment Agreement in the State of South Dakota. Employee shall not
attempt to raise any claim arising under any other paragraph of this
Employment Agreement in any such action for an injunction brought in South
Dakota.
WHEREAS, the parties hereto have executed this Employment Agreement as of the
date and year first above written.
NORWEST FINANCIAL, INC.
/s/ Thomas Aman By: /s/ Thomas P. Shippee
- - ------------------ -------------------------
Employee Title: Senior Vice President
6
<PAGE>
EXHIBIT 10.4
EMPLOYMENT AGREEMENT
WHEREAS, Norwest Corporation intends to enter into an Agreement and Plan of
Reorganization dated the date hereof ("Agreement") with Aman Collection
Services, Inc., a South Dakota corporation ("Aman"); and
WHEREAS, contingent upon final closing of the reorganization, Norwest Financial,
Inc., ("Employer") a wholly owned subsidiary of Norwest Corporation and the
assignee of Norwest Corporation's rights under the Agreement, desires to employ
Daniel R. Moen ("Employee") and Employee wishes to be so employed.
NOW THEREFORE, this Employment Agreement is hereby entered into this 21st day of
March, 1996, by and between Employee and Employer.
1. EMPLOYMENT. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, as an executive of Aman for a period commencing at
the Effective Date of the Merger, as defined in the Agreement, and expiring
upon the earlier of three years from that date or upon Employee's ceasing
to perform executive services for Employer for any reason, including
without limitation, Employee's death (the "Employment Period"). This
Employment Agreement shall be entirely null and void if said reorganization
is not consummated. The execution of this Employment Agreement terminates
any prior employment contracts (written or implied) which Employee has with
Aman, contingent upon consummation of the reorganization. During the
Employment Period, Employee will devote his full business hours and
energies to the business of Employer to accomplish all duties reasonably
assigned, will perform all reasonable business duties assigned to Employee
by Employer, will devote his best efforts to advance the interests of
Employer, and will not devote any time or energy to the efforts of any
other business, except reasonable investment and charitable activities.
2. COMPENSATION.
(a) For services performed by Employee for Employer during each year of
the Employment Period, Employer will pay Employee a gross annual base
salary of $135,000 ; Employee shall receive an annual increase of not
less than a cost-of-living increase based on the Consumer Price
Index-All Urban Consumers.
(b) (A) In addition to base salary, Employee shall be entitled to an
annual bonus equal to 5% of the amount by which pre-tax income of
Aman for each calendar year (excluding expenses accrued pursuant
to this or similar agreements in computing pre-tax income)
exceeds the amounts shown below, determined in accordance with
generally accepted accounting principles used in Aman's financial
statements for the year ended December 31, 1995, consistently
applied, and excluding the application of any corporate overhead:
<PAGE>
1996 - $4,877,000
1997 - $6,067,000
1998 - $6,685,000
1999 - $7,457,000
Such bonus for 1996 shall be payable with respect to an entire
year even though this Agreement shall be effective for only a
portion of such year. Such bonus for 1999 shall be computed by
prorating for the number of full months that Employee is employed
by Employer during 1999. Provided, however, the bonus to be paid
for any year shall not exceed 90% of Employee's salary for that
year. The bonus shall be earned as of December 31 of each year.
(B) Except as provided herein, (i) each year's bonus shall be paid in
cash in three equal annual installments, (ii) the first
installment shall be paid on the first day of March in the year
following the year for which the bonus was earned, and (iii) the
remaining installments of the award shall be paid on the first
day of March of the next two succeeding years.
(C) If (i) Employee's employment by Employer ends prior to expiration
of three (3) years from the Effective Date of the Merger because
of voluntary termination by Employee, other than with Good
Reason, as defined below, or because of involuntary termination
for Cause, as defined below, then Employee's rights to any unpaid
bonus(es) shall be canceled and forfeited; provided, however, if
Employee's termination date under this paragraph (C) is on or
after December 31 of a year but before March 1 of the next
following year, Employee shall be entitled to receive the
installment(s) of his bonus(es) payable on such March 1 of such
next following year but in no case shall any subsequent
installment(s) of any such bonus(es) (that would have become
payable after such March 1 had Employee remained employed by
Employer) be paid to Employee.
(D) If Employee's employment by Employer is continued by Employee
after expiration of three (3) years from the Effective Date of
the Merger, and thereafter Employee's employment is terminated
for Cause, then Employee's rights to any unpaid bonus(es) shall
be forfeited and canceled; provided, however, if Employee's
termination date under this paragraph (D) is on or after December
31 of a year but before March 1 of the next following year,
Employee shall be entitled to receive the installment(s) of his
bonus(es) payable on such March 1 of such next following year but
in no case shall any subsequent installment(s) of any such
bonus(es) (that would have become payable after such March 1 had
Employee remained employed by Employer) be paid to Employee.
2
<PAGE>
(E) If Employee's employment by Employer ends prior to expiration of
three (3) years from the Effective Date of the Merger because of (x)
voluntary termination by Employee with Good Reason or (y)
involuntary termination other than for Cause or Unacceptable
Performance, Employer shall pay to Employee on the last day of the
Employment Period a lump-sum payment, without discount, equal to the
aggregate of such base salary during the three-year term (less any
salary payments previously made and without giving effect to any
cost of living increases to take effect in future years) plus the
aggregate bonus(es) earned, less any bonus payments previously made,
during the Employment Period, without discount.
(F) If Employee's employment ends other than because of (x) the
voluntary termination by Employee with Good Reason or (y) the
involuntary termination other than for Cause or Unacceptable
Performance, Employer shall continue to pay Employee's salary
through the last day of the month in which such employment ends.
(G) If Employee's employment by Employer expires due to death or
disability during a year, any bonus that Employee would have been
paid if his Employment Period had not expired during the year shall
be computed by prorating for the number of full months in the year
during the Employment Period, and shall be paid on March 1 of the
next following year.
(c) Employer shall have the right to offset any amounts owed by Employee
to Employer under the Indemnification Agreement signed in connection
with the Agreement against any bonus earned by Employee under this
paragraph 2.
(d) Employee shall participate in any Aman benefits as Employer may
establish. During the Employment Period, Employee shall receive paid
vacation in accordance with Employer's vacation policy, giving credit
for employment by Aman, with said vacation to be taken at times and in
increments reasonably agreed to by Employer and Employee.
3. RESTRICTIVE COVENANTS. In consideration for Norwest Corporation's
consummation of the Agreement and the promises contained in this
Employment Agreement, Employee agrees as set forth below in this paragraph
3.
(a) Employee shall not, directly or indirectly, own, manage, operate,
invest in, control, be employed by, participate in, be a financial
sponsor of, provide consultation services to, or be connected in any
manner with, the ownership, management, or control of any other
collection services business or any other financial services business
anywhere in the United States of America, provided, however, that
nothing in this Agreement shall restrict Employee from investing in
any investment company or in not more than 5% of the common equity of
any publicly owned company. The restrictions in this paragraph 3(a)
shall be in full
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force and effect from the Effective Date of the Merger until three
years after Employee ceases performing services for Employer, whether
under this Employment Agreement or otherwise, for any reason
whatsoever.
(b) Employee shall never use in connection with any business the name
"Aman" or any form of, modification of, or any derivation of any of
said name, or any trademark, servicemark, tradename, slogan, logo or
the like that is or has been used by Aman Collection Services, Inc.
(c) Employee acknowledges and recognizes that Employee will be employed by
Employer in a confidential relationship and may receive and have access
to the confidential business information, customer names, contracts and
other customer data, business methods, techniques and trade secrets of
Employer ("Confidential Information"). Employee may develop ideas,
conceptions, inventions, processes, methods, products and improvements;
and Employee may receive disclosures of ideas, conceptions, inventions,
processes, methods, productions and improvements made by other
employees of Employer ("Employer Inventions"). Employee may
participate with Employer in improving and developing Confidential
Information and Employer Inventions. Confidential Information and
Employer Inventions developed on behalf of Employer are neither
commonly known or readily accessible to others and are used by Employer
in its business to obtain a competitive advantage over Employer's
competitors who do not know or use the Confidential Information or
Employer Inventions. Protection of the Confidential Information and
Employer Inventions against unauthorized disclosure and use is of
critical importance to Employer in maintaining its competitive
position. Employee agrees that Employee will not, at any time, during
or after the Employment Period, make an independent use of, or disclose
to any other person or organization, except as authorized by Employer
in writing, any Confidential Information or Employer Inventions. Upon
termination of the Employee's employment for any reason, Employee shall
promptly deliver to Employer all Confidential Information and Employer
Inventions, and all copies thereof, that may be in the possession of,
or under the control of, Employee.
(d) Employee shall never, directly or indirectly, influence or advise any
other party to employ anyone who is or was in the service or employ of
Employer at any time during the preceding three years, nor shall
Employee influence or advise any such employee to leave the service or
employ of Employer except when the employee is being terminated by
Employer.
4. DEFINITIONS.
(a) Cause means: violation of a company policy including, without
limitation, Employer's Code of Ethics; personal dishonesty, misconduct,
or a breach of fiduciary duty; or failure to perform any obligation
contained in this Employment Agreement continued for 30 days without
correction after notice specifically
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identifying the obligation not being performed; or a failure to comply
with the terms of the Indemnification Agreement signed in connection
with the Agreement; or violation of any criminal law (other than
traffic violations or similar minor offenses).
(b) Unacceptable Performance means failure to attain reasonable business
goals established by Employer continued for 30 days without correction
after notice specifically identifying the obligations not being
performed.
(c) Good Reason means (i) the assignment to the Employee of any duties
inconsistent in any respect with the Employee's position (including
status, office, title and reporting requirement), authority, duties or
responsibilities or any other action by the Employer which results in a
diminution in such position, authority, duties or responsibilities,
excluding for this purpose isolated, insubstantial and inadvertent
actions not taken in bad faith and which are remedied by the Employer
promptly after receipt of notice thereof given by the Employee; (ii)
the Employer's requiring the Employee to be based in any city other
than Aberdeen, SD; (iii) any purported termination by the Employer of
the Employee's employment otherwise than for Cause or Unacceptable
Performance; (iv) Employer's failure to perform any obligation
contained in this Employment Agreement continued for 30 days without
correction after notice specifically identifying the obligation not
being performed.
5. INJUNCTIVE RELIEF. Employee understands that Employer's remedy at law for
any breach of any of Employee's obligations under this Employment
Agreement would be inadequate and agrees that temporary and permanent
injunctive relief may be granted in any proceeding which may be brought to
enforce any provisions of this Employment Agreement, without the necessity
of proof of actual damage. Employee agrees that injunctive relief is not
an exclusive remedy and Employer shall have the right to seek, in addition
to injunctive relief any remedy in law or equity.
6. DAMAGES. Neither Employer nor Employee shall seek nor be entitled to any
punitive damages from the other in any actions arising under this
Employment Agreement.
7. SEVERABILITY. If the scope of any restriction contained herein is too
broad to permit enforcement of the restriction to its full extent,
including, without limitation, each restriction in paragraph 3 above, then
the restriction will be enforced to the maximum extent permitted by law,
and Employee agrees that the scope of any restrictions may be judicially
modified accordingly, in any proceeding brought to enforce the restriction
without affecting the enforceability of the remainder of this Agreement.
8. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties regarding Employee's employment, may be
modified only in writing
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and will bind and inure to the benefit of Employee and Employee's personal
representative and Employer and Employer's successor and assigns.
9. GOVERNING LAW AND VENUE. This Employment Agreement shall be governed by
the law of the State of Iowa, except Iowa law on conflicts of law. The
venue of any action arising in connection with this Employment Agreement
shall be in the State of Iowa, except that Employer may, at its option,
bring any action seeking an injunction and arising in connection with
paragraph 3 of this Employment Agreement in the State of South Dakota.
Employee shall not attempt to raise any claim arising under any other
paragraph of this Employment Agreement in any such action for an
injunction brought in South Dakota.
WHEREAS, the parties hereto have executed this Employment Agreement as of the
date and year first above written.
NORWEST FINANCIAL, INC.
/s/ Daniel R. Moen By: /s/ Thomas P. Shippee
--------------------- ---------------------
Employee Title: Senior Vice President
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EXHIBIT 10.5
AGREEMENT
AND
PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into as of
the ____ day of March, 1996, by and between AMAN COLLECTION SERVICE, INC.
("AMAN"), a South Dakota corporation, and NORWEST CORPORATION ("Norwest"), a
Delaware corporation.
WHEREAS, the parties hereto desire to effect a reorganization whereby a
wholly-owned subsidiary of Norwest will merge with and into AMAN (the "Merger")
pursuant to an agreement and plan of merger (the "Merger Agreement") in
substantially the form attached hereto as Exhibit A, which provides, among other
things, for the conversion and exchange of the shares of Common Stock of AMAN of
the par value of $5.00 per share ("AMAN Common Stock") outstanding immediately
prior to the time the Merger becomes effective in accordance with the provisions
of the Merger Agreement into shares of voting Common Stock of Norwest of the par
value of $1-2/3 per share ("Norwest Common Stock"),
WHEREAS, Thomas E. Aman and Daniel R. Moen, shareholders of AMAN, have each
executed and delivered to Norwest, as an inducement for Norwest to enter into
this Agreement, an Indemnification Agreement, Employment Agreements and a
representation letter;
NOW, THEREFORE, to effect such reorganization and in consideration of the
premises and the mutual covenants and agreements contained herein, the parties
hereto do hereby represent, warrant, covenant and agree as follows:
1. BASIC PLAN OF REORGANIZATION
(a) Merger. Subject to the terms and conditions contained herein, a
wholly-owned subsidiary of Norwest (the "Merger Co.") will be merged by
statutory merger with and into AMAN pursuant to the Merger Agreement, with AMAN
as the surviving corporation, in which merger each share of AMAN Common Stock
outstanding immediately prior to the Effective Time of the Merger (as defined
below) (other than shares as to which statutory dissenters' appraisal rights
have been exercised) will be converted into and exchanged for a number of shares
of Norwest Common Stock as set forth in (i) and (ii) below.
(i) If, at the Effective Time of the Merger, AMAN has been awarded a
contract with The United States Department of Education ("USDOE") for
the collection of delinquent student accounts in accordance with its
response to USDOE's RFP 96-011 ("DOE Contract") then the number of
shares of Norwest Common Stock shall be 600,000 shares less the number
of shares required to satisfy the Phantom Stock Agreements, divided by
the number of shares of AMAN Common Stock outstanding.
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(ii) If, at the Effective Time of the Merger, AMAN has not been awarded a
DOE Contract, then the number of shares of Norwest Common Stock shall
be 425,000 shares less the number of shares required to satisfy the
Phantom Stock Agreements, divided by the number of shares of AMAN
Common Stock outstanding.
The Phantom Stock Agreements are the Agreement between Robert A. Gloss
("Gloss") and AMAN dated August 18, 1982, and the Deferred
Compensation (Phantom Stock) Plan entered into on June 7, 1993 by Carl
E. Perry ("Perry")and AMAN.
Norwest shall contribute to AMAN the number of shares of Norwest
Common Stock required to satisfy the Phantom Stock Agreements, and
AMAN shall deliver said shares to Gloss and Perry.
(b) Norwest Common Stock Adjustments. If, between the date hereof and the
Effective Time of the Merger, shares of Norwest Common Stock shall be changed
into a different number of shares or a different class of shares by reason of
any reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or if a stock dividend thereon shall be declared with a
record date within such period (a "Common Stock Adjustment"), then the number of
shares of Norwest Common Stock into which a share of AMAN Common Stock shall be
converted pursuant to subparagraph (a), above, will be appropriately and
proportionately adjusted so that the number of such shares of Norwest Common
Stock into which a share of AMAN Common Stock shall be converted will equal the
number of shares of Norwest Common Stock which holders of shares of AMAN Common
Stock would have received pursuant to such Common Stock Adjustment had the
record date therefor been immediately following the Effective Time of the
Merger.
(c) Fractional Shares. No fractional shares of Norwest Common Stock and
no certificates or scrip certificates therefor shall be issued to represent any
such fractional interest, and any holder thereof shall be paid an amount of cash
equal to the product obtained by multiplying the fractional share interest to
which such holder is entitled by the average of the closing prices of a share of
Norwest Common Stock as reported by the consolidated tape of the New York Stock
Exchange for each of the five (5) trading days ending on the day immediately
preceding the Closing Date.
(d) Mechanics of Closing Merger. Subject to the terms and conditions set
forth herein, the Merger Agreement shall be executed and it and Articles of
Merger shall be filed with the Secretary of State of the State of South Dakota
within five (5) business days after AMAN has been awarded the DOE Contract or
AMAN has provided evidence satisfactory to Norwest that it will not be awarded
the DOE Contract, or on such other date as may be agreed to by the parties (the
"Closing Date"), provided that the conditions precedent set forth in Sections 6
and 7 have been satisfied or waived. The time that the filing referred to in the
first sentence of this paragraph is made is herein referred to as the "Time of
Filing". The day on which such filing is made and accepted is herein referred to
as the "Effective Date of the Merger". The "Effective Time of the Merger" is the
Time of Filing. For accounting purposes the Effective Time of the Merger shall
be 11:59 p.m. Central Daylight time on the Effective Date of the Merger. At the
Effective Time of the Merger on the Effective Date of the Merger, the separate
existence of Merger Co. shall cease and Merger Co. will be merged with and into
AMAN pursuant to the Merger Agreement.
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The closing of the transactions contemplated by this Agreement and the
Merger Agreement (the "Closing") shall take place on the Closing Date at the
offices of Norwest, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota.
2. REPRESENTATIONS AND WARRANTIES OF AMAN. AMAN represents and warrants
to Norwest as follows:
(a) Organization and Authority. AMAN is a corporation duly organized,
validly existing and in good standing under the laws of the State of South
Dakota, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified, and failure to be so qualified would
have a material adverse effect on AMAN, and has corporate power and authority to
own its properties and assets and to carry on its business as it is now being
conducted. AMAN has furnished Norwest true and correct copies of its articles of
incorporation and by-laws, as amended.
(b) AMAN's Subsidiaries. Except as set forth on Schedule 2(b), AMAN has
no subsidiaries. Except as set forth on Schedule 2(b), AMAN does not own, and
has never owned, beneficially, directly or indirectly, more than 5% of any class
of equity securities or similar interests of any corporation, bank, business
trust, association or similar organization, and is not, directly or indirectly,
a partner in any partnership or party to any joint venture.
(c) Capitalization. The authorized capital stock of AMAN consists of 5000
shares of common stock, $5.00 par value, of which as of the date of this
Agreement, 2000 shares were outstanding and no shares were held in the treasury.
The maximum number of shares of AMAN Common Stock that would be outstanding as
of the Effective Date of the Merger if all options, warrants, conversion rights
and other rights with respect thereto were exercised is 2000. All of the
outstanding shares of capital stock of AMAN have been duly and validly
authorized and issued and are fully paid and nonassessable. There are no
outstanding subscriptions, contracts, conversion privileges, options, warrants,
calls, preemptive rights or other rights obligating AMAN to issue, sell or
otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of
capital stock of AMAN. Since December 31, 1995 no shares of AMAN capital stock
have been purchased, redeemed or otherwise acquired, directly or indirectly, by
AMAN and no dividends or other distributions have been declared, set aside, made
or paid to any of the shareholders of AMAN, except for a dividend of $750,000.
(d) Authorization. AMAN has the corporate power and authority to enter
into this Agreement and the Merger Agreement and, subject to any required
approvals of its shareholders, to carry out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Merger Agreement by AMAN and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by the Board of Directors of AMAN.
Subject to such approvals of shareholders and of government agencies and other
governing boards having regulatory authority over AMAN as may be required by
statute or regulation, this Agreement and the Merger Agreement are valid and
binding obligations of AMAN enforceable against AMAN in accordance with their
respective terms.
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Except as set forth on Schedule 2(d), neither the execution, delivery and
performance by AMAN of this Agreement or the Merger Agreement, nor the
consummation of the transactions contemplated hereby and thereby, nor compliance
by AMAN with any of the provisions hereof or thereof, will (i) violate, conflict
with, or result in a breach of any provision of, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or result in the termination of, or accelerate the performance required
by, or result in a right of termination or acceleration of, or result in the
creation of, any lien, security interest, charge or encumbrance upon any of the
properties or assets of AMAN under any of the terms, conditions or provisions of
(x) its articles of incorporation or by-laws or (y) any note, bond, mortgage,
indenture, deed of trust, license for the use of any kind of property, lease,
agreement or other instrument or obligation to which AMAN is a party or by which
it may be bound, or to which AMAN or any of the properties or assets of AMAN may
be subject, or (ii) subject to compliance with the statutes and regulations
referred to in the next paragraph, violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation applicable to AMAN or any of its
respective properties or assets.
Other than in connection with any filings, consents, reviews,
authorizations, approvals or exemptions required under the collection services
licensing laws of the states where AMAN is licensed, in order for AMAN's
licenses to remain in good standing immediately following the Merger, and
filings required to effect the Merger under South Dakota law, no notice to,
filing with, exemption or review by, or authorization, consent or approval of,
any public body or authority is necessary for the consummation by AMAN of the
transactions contemplated by this Agreement and the Merger Agreement.
(e) AMAN Financial Statements. The balance sheet of AMAN as of December
31, 1995 and 1994 and related statements of income, shareholders' equity and
cash flows for the three years ended December 31, 1995, together with the notes
thereto, certified by Eide Helmeke & Co. (collectively, the "AMAN Financial
Statements"), have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis and present fairly the
financial position of AMAN at the dates and the consolidated results of
operations and cash flows of AMAN for the periods stated therein.
(f) Reports. Since December 31, 1990, AMAN has filed all reports,
registrations and statements, together with any required amendments thereto,
that it was required to file with any applicable authorities. All such reports
and statements filed with any such regulatory body or authority are collectively
referred to herein as the "AMAN Reports". As of their respective dates, the AMAN
Reports complied in all material respects with all the rules and regulations
promulgated by the authorities, as the case may be, and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(g) Properties and Leases. Except as may be reflected in the AMAN
Financial Statements and except for any lien for current taxes not yet
delinquent, AMAN has good title free and clear of any liens, claims, charges,
options, encumbrances or similar restrictions to all the real and personal
property reflected in AMAN's balance sheet as of December 31, 1995, and all real
and personal property acquired since such date, except such real and personal
property as has been
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disposed of in the ordinary course of business. All leases of real property and
all other leases material to AMAN pursuant to which AMAN, as lessee, leases real
or personal property, which leases are described on Schedule 2(g), are valid and
effective in accordance with their respective terms, and there is not, under any
such lease, any material existing default by AMAN or any event which, with
notice or lapse of time or both, would constitute such a material default.
Substantially all of AMAN's buildings and equipment in regular use have been
well maintained and are in good and serviceable condition, reasonable wear and
tear excepted.
(h) Taxes. AMAN has filed all federal, state, county, and local tax
returns, including information returns, required to be filed by it, and paid all
taxes owed by it, including those with respect to income, withholding, social
security, unemployment, workers compensation, franchise, ad valorem, premium,
excise and sales taxes, and no taxes shown on such returns to be owed by it or
assessments received by it are delinquent. AMAN is an S corporation as defined
in Section 1361 of the Internal Revenue Code of 1986 and such status has been
effective for all tax years beginning on and after January 1, 1994. Other than
this Agreement, AMAN has taken no action, nor failed to take any action, that
would result in the loss of its S corporation status. The federal income tax
returns of AMAN for the fiscal year ended December 31, 1992, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. AMAN has paid all taxes owed
or which it is required to withhold from amounts owing to employees, creditors
or other third parties. The balance sheet as of December 31, 1995 referred to in
paragraph 2(e) hereof, includes adequate provision for all accrued but unpaid
federal, state, county, and local taxes, interest, penalties, assessments or
deficiencies of AMAN with respect to all periods through the date thereof.
(i) Except only as set forth on Schedule 2(i), (i) AMAN is not a party to
any pending action or proceeding, nor, to the best knowledge of AMAN, is any
such action or proceeding threatened by any governmental authority, for the
assessment or collection of taxes, interest, penalties, assessments or
deficiencies and (ii) no issue has been raised by any federal, state, local or
foreign taxing authority in connection with an audit or examination of the tax
returns, business or properties of AMAN which has not been settled, resolved and
fully satisfied.
(j) Absence of Certain Changes. Since December 31, 1995 there has been no
change in the business, financial condition or results of operations of AMAN
which has had, or may reasonably be expected to have, a material adverse effect
on the business, financial condition or results of operations of AMAN.
(k) Commitments and Contracts. Except as set forth on Schedule 2(k), AMAN
is not a party or subject to any of the following (whether written or oral,
express or implied):
(i) any employment contract or understanding (including any
understandings or obligations with respect to severance or termination pay
liabilities or fringe benefits) with any present or former officer,
director, employee or consultant (other than those which are terminable at
will by AMAN);
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(ii) any plan, contract or understanding providing for any
bonus, pension, option, deferred compensation, retirement payment,
profit sharing or similar arrangement with respect to any present or
former officer, director, employee or consultant;
(iii) any labor contract or agreement with any labor union;
(iv) any contract not made in the ordinary course of business
containing covenants which limit the ability of AMAN to compete in any
line of business or with any person or which involve any restriction
of the geographical area in which, or method by which, AMAN may carry
on its business (other than as may be required by law or applicable
regulatory authorities);
(v) any other contract or agreement which is a "material
contract" within the meaning of Item 601(b)(10) of Regulation S-K; or
which was not made in the ordinary course of business;
(vi) any lease with annual rental payments aggregating $10,000
or more;
(vii) any current or past agreement, contract or understanding
with any current or former director, officer, employee, consultant,
financial adviser, broker, dealer, or agent providing for any rights
of indemnification in favor of such person or entity;
(viii) any order, judgment or decree.
(l) Litigation and Other Proceedings. AMAN has furnished Norwest
copies of all attorney responses to the request of the independent auditors for
AMAN with respect to loss contingencies as of December 31, 1995 in connection
with the AMAN financial statements. Except as set forth on Schedule 2 (l) there
are no legal or regulatory proceedings pending against AMAN.
(m) Investigations. Neither AMAN nor any shareholder of AMAN has been
or is the subject of any investigation or proceeding by or before a governmental
agency.
(n) Insurance. AMAN is presently insured, and during each of the past
five calendar years has been insured, for reasonable amounts with financially
sound and reputable insurance companies against such risks as companies engaged
in a similar business would, in accordance with good business practice,
customarily be insured and has maintained all insurance required by applicable
laws, regulations, and contracts to which it is a party.
(o) Compliance with Laws. AMAN has all material (which shall be
deemed to include all licenses, permits and authorizations required by any
contract) permits, licenses, authorizations, orders and approvals of, and has
made all filings, applications and registrations with governmental or regulatory
bodies that are required in order to permit it to own or lease its properties
and assets and to carry on its business as presently conducted; all such
permits, licenses, certificates of authority, orders and approvals are in full
force and effect and, to the best knowledge of AMAN, no suspension or
cancellation of any of them is threatened; and all such filings, applications
and registrations are current. The conduct by AMAN of its business and the
condition and use of its
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properties does not violate or infringe, in any respect material to any such
business, any applicable law, statute, ordinance, license or regulation. AMAN is
not in default under any order, license, regulation or demand of any
governmental agency or with respect to any order, writ, injunction or decree of
any court.
(p) Except for statutory or regulatory restrictions of general application
and except as set forth on Schedule 2(p), no governmental authority has placed
any restriction on the business or properties of AMAN which reasonably could be
expected to have a material adverse effect on the business or properties of
AMAN.
(q) Labor. No work stoppage involving AMAN is pending or, to the best
knowledge of AMAN, threatened. AMAN is not involved in, or threatened with or
affected by, any labor dispute, arbitration, lawsuit or administrative
proceeding which could materially and adversely affect the business of AMAN.
(r) Employees of AMAN are not represented by any labor union nor are any
collective bargaining agreements otherwise in effect with respect to such
employees.
(s) Material Interests of Certain Persons. Except as set forth on
Schedule 2(s), to the best knowledge of AMAN no officer or director of AMAN, or
any "associate" (as such term is defined in Rule l4a-1 under the Securities
Exchange Act of 1934 which, together with the rules and regulations thereunder,
will be referred to herein as the "Exchange Act") of any such officer or
director, has any interest in any material contract or property (real or
personal), tangible or intangible, used in or pertaining to the business of
AMAN.
(t) AMAN Benefit Plans.
(i) The only "employee benefit plans" within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), for which AMAN acts as the plan sponsor as defined in ERISA
Section 3(16)(B), and with respect to which any liability under ERISA or
otherwise exists or may be incurred by AMAN are those set forth on Schedule
2(t) (the "Plans"). No Plan is a "multi-employer plan" within the meaning
of Section 3(37) of ERISA.
(ii) Each Plan is and has been in all material respects operated and
administered in accordance with its provisions and applicable law. Except
as set forth on Schedule 2(s), AMAN has received favorable determination
letters from the Internal Revenue Service under the provisions of the Tax
Equity and Fiscal Responsibility Act ("TEFRA"), the Deficit Reduction Act
("DEFRA") and the Retirement Equity Act ("REA") for each of the Plans to
which the qualification requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), apply. AMAN knows of no
reason that any Plan which is subject to the qualification provisions of
Section 401(a) of the Code is not "qualified" within the meaning of Section
401(a) of the Code and that each related trust is not exempt from taxation
under Section 501(a) of the Code.
(iii) The present value of all benefits vested and all benefits
accrued under each Plan which is subject to Title IV of ERISA did not, in
each case, as determined for
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purposes of reporting on Schedule B to the Annual Report on Form 5500 of
each such Plan as of the end of the most recent Plan year exceed the value
of the assets of the Plan allocable to such vested or accrued benefits.
(iv) Except as disclosed in Schedule 2(t), and to the best knowledge
of AMAN, no Plan or any trust created thereunder, nor any trustee,
fiduciary or administrator thereof, has engaged in a "prohibited
transaction", as such term is defined in Section 4975 of the Code or
Section 406 of ERISA or violated any of the fiduciary standards under Part
4 of Title I of ERISA which could subject, to the best knowledge of AMAN,
such Plan or trust, or any trustee, fiduciary or administrator thereof, or
any party dealing with any such Plan or trust, to the tax or penalty on
prohibited transactions imposed by said Section 4975 or would result in
material liability to AMAN.
(v) No Plan which is subject to Title IV of ERISA or any trust
created thereunder has been terminated, nor have there been any "reportable
events" as that term is defined in Section 4043 of ERISA, with respect to
any Plan, other than those events which may result from the transactions
contemplated by this Agreement and the Merger Agreement.
(vi) No Plan or any trust created thereunder has incurred any
"accumulated funding deficiency", as such term is defined in Section 412 of
the Code (whether or not waived), since the effective date of ERISA.
(vii) Except as disclosed in Schedule 2(t), neither the execution and
delivery of this Agreement and the Merger Agreement nor the consummation of
the transactions contemplated hereby and thereby will (i) result in any
material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director
or employee or former employee of AMAN under any Plan or otherwise, (ii)
materially increase any benefits otherwise payable under any Plan or (iii)
result in the acceleration of the time of payment or vesting of any such
benefits to any material extent.
(u) Proxy Statement, etc. None of the information regarding AMAN to be
supplied by AMAN for inclusion in (i) a Registration Statement on Form S-4 to be
filed with the SEC by Norwest for the purpose of registering the shares of
Norwest Common Stock to be exchanged for shares of AMAN Common Stock pursuant to
the provisions of the Merger Agreement (the "Registration Statement"), (ii) the
proxy or information statement to be mailed to AMAN's shareholders in connection
with the meeting to be called to consider the Merger (the "Proxy Statement") and
(iii) any other documents to be filed with the SEC or any regulatory authority
in connection with the transactions contemplated hereby or by the Merger
Agreement will, at the respective times such documents are filed with the SEC or
any regulatory authority and, in the case of the Registration Statement, when it
becomes effective and, with respect to the Proxy Statement, when mailed, be
false or misleading with respect to any material fact, or omit to state any
material fact necessary in order to make the statements therein not misleading
or, in the case of the Proxy Statement or any amendment thereof or supplement
thereto, at the time of the meeting of shareholders referred to in paragraph
4(c), be false or misleading with respect to any material fact, or omit to state
any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for such meeting.
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(v) Registration Obligations. AMAN is not under any obligation,
contingent or otherwise, which will survive the Merger by reason of any
agreement to register any of its securities under the Securities Act.
(w) Brokers and Finders. Except for the employment of Geneva Business
Services, Inc. ("Broker") by AMAN, neither AMAN nor any of its respective
officers, directors or employees has employed any broker or finder or incurred
any liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no other broker or finder has acted directly or indirectly
for AMAN in connection with this Agreement and the Merger Agreement or the
transactions contemplated hereby and thereby.
(x) Fiduciary Activities. AMAN has never had any account for which it has
acted as a fiduciary including, without limitation, an account for which it has
served as trustee, agent, custodian, personal representative, guardian,
conservator or investment advisor.
(y) No Defaults. AMAN is not in default, nor has any event occurred
which, with the passage of time or the giving of notice, or both, would
constitute a default, under any material agreement, indenture, loan agreement or
other instrument to which it is a party or by which it or any of its assets is
bound or to which any of its assets is subject. To the best of AMAN's
knowledge, all parties with whom AMAN has material leases, agreements or
contracts or who owe to AMAN material obligations are in compliance therewith in
all material respects.
(z) Environmental Liability. There is no legal, administrative, or other
proceeding, claim, or action of any nature seeking to impose, or that could
result in the imposition of, on AMAN, any liability relating to the release of
hazardous substances as defined under any local, state or federal environmental
statute, regulation or ordinance including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, pending or to the best of AMAN's knowledge, threatened against AMAN,
the result of which has had or could reasonably be expected to have a material
adverse effect upon AMAN; to the best of AMAN's knowledge there is no reasonable
basis for any such proceeding, claim or action; and AMAN is not subject to any
agreement, order, judgment, or decree by or with any court, governmental
authority or third party imposing any such environmental liability. AMAN has
received no environmental assessments, reports, studies or other related
information with respect to its facilities. To the best of AMAN's knowledge,
all remodeling of its facilities during its occupancy has included testing for
the presence of asbestos and removal of any asbestos as required by law.
(aa) General Liabilities. Except as set forth on any Schedule to this
Agreement or as shown on the AMAN Financial Statements, or except as arising in
the ordinary course of business, or except as required to be reflected in a
balance sheet completed in accordance with generally accepted accounting
principles or except for contractual obligations, AMAN has no material
liabilities. For purposes of this paragraph 2(aa), "material" means more than
$100,000 with respect to all such liabilities in the aggregate.
(bb) There are no legislative or regulatory developments or proposals
pending that would materially impair the ability of AMAN to operate its business
in substantially the same manner as
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it is operated as of the date of this Agreement. For purposes of this paragraph
2(bb), "materially impair" means a development or proposal that in Norwest's
reasonable judgment will have an adverse effect on AMAN's annual gross revenues
of $3,500,000 or more.
3. REPRESENTATIONS AND WARRANTIES OF NORWEST. Norwest represents and
warrants to AMAN as follows:
(a) Organization and Authority. Norwest is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
is duly qualified to do business and is in good standing in all jurisdictions
where its ownership or leasing of property or the conduct of its business
requires it to be so qualified and failure to be so qualified would have a
material adverse effect on Norwest and its subsidiaries taken as a whole and has
corporate power and authority to own its properties and assets and to carry on
its business as it is now being conducted. Norwest is registered as a bank
holding company with the Federal Reserve Board under the Bank Holding Company
Act of 1956, as amended (the "BHC" Act).
(b) Norwest Subsidiaries. Schedule 3(b) sets forth a complete and correct
list as of December 31, 1995, of Norwest's Significant Subsidiaries (as defined
in Regulation S-X promulgated by the SEC) (individually a "Norwest Subsidiary"
and collectively the "Norwest Subsidiaries"), all shares of the outstanding
capital stock of each of which, except as set forth in Schedule 3(b), are owned
directly or indirectly by Norwest. No equity security of any Norwest Subsidiary
is or may be required to be issued to any person or entity other than Norwest by
reason of any option, warrant, scrip, right to subscribe to, call or commitment
of any character whatsoever relating to, or security or right convertible into,
shares of any capital stock of such subsidiary, and there are no contracts,
commitments, understandings or arrangements by which any Norwest Subsidiary is
bound to issue additional shares of its capital stock, or options, warrants or
rights to purchase or acquire any additional shares of its capital stock.
Subject to 12 U.S.C. (S) 55 (1982), all of such shares so owned by Norwest are
fully paid and nonassessable and are owned by it free and clear of any lien,
claim, charge, option, encumbrance or agreement with respect thereto. Each
Norwest Subsidiary is a corporation or national banking association duly
organized, validly existing, duly qualified to do business and in good standing
under the laws of its jurisdiction of incorporation, and has corporate power and
authority to own or lease its properties and assets and to carry on its business
as it is now being conducted.
(c) Capitalization. The authorized capital stock of Norwest consists of
(i) 5,000,000 shares of Preferred Stock, without par value, of which as of the
close of business on September 30, 1995, 1,127,125 shares of 10.24% Cumulative
Preferred Stock at $100 stated value, 980,000 shares of Cumulative Tracking
Preferred Stock, 13,311 shares of ESOP Cumulative Convertible Preferred Stock,
at $1,000 stated value, and 33,732 shares of 1995 ESOP Cumulative Convertible
Preferred Stock, at $1,000 stated value, were outstanding; (ii) 4,000,000 shares
of Preference Stock, without par value, of which as of the close of business on
September 30, 1995, no shares were outstanding; and (iii) 500,000,000 shares of
Common Stock, $1-2/3 par value, of which as of the close of business on
September 30, 1995, 337,931,133 shares were outstanding and 4,768,328 shares
were held in the treasury. All of the outstanding shares of capital stock of
Norwest have been duly and validly authorized and issued and are fully paid and
nonassessable.
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(d) Authorization. Norwest has the corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement by Norwest and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of Norwest. No approval or consent by the stockholders of Norwest is
necessary for the execution and delivery of this Agreement and the Merger
Agreement and the consummation of the transactions contemplated hereby and
thereby. Subject to approvals under the BHC Act and any other approvals
required under state licensing laws in order for AMAN's licenses to remain in
good standing immediately after the Merger, this Agreement is a valid and
binding obligation of Norwest enforceable against Norwest in accordance with its
terms.
Neither the execution, delivery and performance by Norwest of this
Agreement or the Merger Agreement, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Norwest with any of the
provisions hereof or thereof, will (i) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of, any lien,
security interest, charge or encumbrance upon any of the properties or assets of
Norwest or any Norwest Subsidiary under any of the terms, conditions or
provisions of (x) its certificate of incorporation or by-laws or (y) any
material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which Norwest or any Norwest
Subsidiary is a party or by which it may be bound, or to which Norwest or any
Norwest Subsidiary or any of the properties or assets of Norwest or any Norwest
Subsidiary may be subject, or (ii) subject to compliance with the statutes and
regulations referred to in the next paragraph, to the best knowledge of Norwest,
violate any judgment, ruling, order, writ, injunction, decree, statute, rule or
regulation applicable to Norwest or any Norwest Subsidiary or any of their
respective properties or assets.
Other than in connection with or in compliance with the provisions of the
Securities Act of 1933 and the rules and regulations thereunder (the "Securities
Act"), the securities or blue sky laws of the various states or filings, any
consents, reviews, authorizations, approvals or exemptions required to be
obtained by Norwest under the collection services licensing laws of the states
where AMAN is licensed in order for such licenses to be in good standing
immediately following the Merger, the BHC Act, and filings required to effect
the Merger under South Dakota law, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any public body or
authority is necessary for the consummation by Norwest of the transactions
contemplated by this Agreement and the Merger Agreement.
(e) Norwest Financial Statements. The consolidated balance sheets of
Norwest and Norwest's subsidiaries as of December 31, 1993 and 1994 and related
consolidated statements of income, stockholders' equity and cash flows for the
three years ended December 31, 1994, together with the notes thereto, certified
by KPMG Peat Marwick LLP and included in Norwest's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (the "Norwest 10-K") as filed with
the SEC, and the unaudited consolidated balance sheets of Norwest and its
subsidiaries as of September 30, 1995 and the related unaudited consolidated
statements of income and cash flows for the 9 months then ended included in
Norwest's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1995, as filed with the SEC (collectively,
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the "Norwest Financial Statements"), have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis and
present fairly (subject, in the case of financial statements for interim
periods, to normal recurring adjustments) the consolidated financial position of
Norwest and its subsidiaries at the dates and the consolidated results of
operations, changes in financial position and cash flows of Norwest and its
subsidiaries for the periods stated therein.
(f) Reports. Since December 31, 1990, Norwest and each Norwest Subsidiary
has filed all reports, registrations and statements, together with any required
amendments thereto, that it was required to file with (i) the SEC, including,
but not limited to, Forms 10-K, Forms 10-Q and proxy statements, (ii) the
Federal Reserve Board, (iii) the FDIC, (iv) the Comptroller and (v) any
applicable state securities or banking authorities. All such reports and
statements filed with any such regulatory body or authority are collectively
referred to herein as the "Norwest Reports". As of their respective dates, the
Norwest Reports complied in all material respects with all the rules and
regulations promulgated by the SEC, the Federal Reserve Board, the FDIC, the
Comptroller and any applicable state securities or banking authorities, as the
case may be, and did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
(g) Taxes. Each of Norwest and the Norwest Subsidiaries has filed all
material federal, state, county, local and foreign tax returns, including
information returns, required to be filed by it, and paid or made adequate
provision for the payment of all taxes owed by it, including those with respect
to income, withholding, social security, unemployment, workers compensation,
franchise, ad valorem, premium, excise and sales taxes, and no taxes shown on
such returns to be owed by it or assessments received by it are delinquent. The
federal income tax returns of Norwest and the Norwest Subsidiaries for the
fiscal year ended December 31, 1979, and for all fiscal years prior thereto, are
for the purposes of routine audit by the Internal Revenue Service closed because
of the statute of limitations, and no claims for additional taxes for such
fiscal years are pending. Except only as set forth on Schedule 3(g), (i)
neither Norwest nor any Norwest Subsidiary is a party to any pending action or
proceeding, nor to Norwest's knowledge is any such action or proceeding
threatened by any governmental authority, for the assessment or collection of
taxes, interest, penalties, assessments or deficiencies which could reasonably
be expected to have any material adverse effect on Norwest and its subsidiaries
taken as a whole, and (ii) no issue has been raised by any federal, state, local
or foreign taxing authority in connection with an audit or examination of the
tax returns, business or properties of Norwest or any Norwest Subsidiary which
has not been settled, resolved and fully satisfied, or adequately reserved for.
Each of Norwest and the Norwest Subsidiaries has paid all taxes owed or which it
is required to withhold from amounts owing to employees, creditors or other
third parties.
(h) Absence of Certain Changes. Since December 31, 1995, there has been
no change in the business, financial condition or results of operations of
Norwest or any Norwest Subsidiary which has had, or may reasonably be expected
to have, a material adverse effect on the business, financial condition or
results of operations of Norwest and its subsidiaries taken as a whole.
(i) Litigation and Other Proceedings. Neither Norwest nor any Norwest
Subsidiary is a party to any pending or, to the best knowledge of Norwest,
threatened, claim, action, suit,
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investigation or proceeding, or is subject to any order, judgment or decree,
except for matters which, in the aggregate, will not have, or cannot reasonably
be expected to have, a material adverse effect on the business, financial
condition or results of operations of Norwest and its subsidiaries taken as a
whole.
(j) Insurance. Norwest and each Norwest Subsidiary is presently insured
or self insured, and during each of the past five calendar years (or during such
lesser period of time as Norwest has owned such Norwest Subsidiary) has been
insured or self-insured, for reasonable amounts with financially sound and
reputable insurance companies against such risks as companies engaged in a
similar business would, in accordance with good business practice, customarily
be insured and has maintained all insurance required by applicable law and
regulation.
(k) Compliance with Laws. Norwest and each Norwest Subsidiary has all
permits, licenses, authorizations, orders and approvals of, and has made all
filings, applications and registrations with, federal, state, local or foreign
governmental or regulatory bodies that are required in order to permit it to own
or lease its properties or assets and to carry on its business as presently
conducted and that are material to the business of Norwest or such Subsidiary;
all such permits, licenses, certificates of authority, orders and approvals are
in full force and effect, and to the best knowledge of Norwest, no suspension or
cancellation of any of them is threatened; and all such filings, applications
and registrations are current. The conduct by Norwest and each Norwest
Subsidiary of its business and the condition and use of its properties does not
violate or infringe, in any respect material to any such business, any
applicable domestic (federal, state or local) or foreign law, statute,
ordinance, license or regulation. Neither Norwest nor any Norwest Subsidiary is
in default under any order, license, regulation or demand of any federal, state,
municipal or other governmental agency or with respect to any order, writ,
injunction or decree of any court. Except for statutory or regulatory
restrictions of general application, no federal, state, municipal or other
governmental authority has placed any restrictions on the business or properties
of Norwest or any Norwest Subsidiary which reasonably could be expected to have
a material adverse effect on the business or properties of Norwest and its
subsidiaries taken as a whole.
(l) Norwest Benefit Plans.
(i) As of September 30, 1995, the only "employee benefit plans"
within the meaning of Section 3(3) of ERISA for which Norwest or any
Norwest Subsidiary acts as plan sponsor as defined in ERISA Section
3(16)(B) with respect to which any liability under ERISA or otherwise
exists or may be incurred by Norwest or any Norwest Subsidiary are those
set forth on Schedule 3(l) (the "Norwest Plans"). No Norwest Plan is a
"multi-employer plan" within the meaning of Section 3(37) of ERISA.
(ii) Each Norwest Plan is and has been in all material respects
operated and administered in accordance with its provisions and applicable
law. Except as set forth on Schedule 3(l), Norwest or the Norwest
Subsidiaries have received favorable determination letters from the
Internal Revenue Service under the provisions of TEFRA, DEFRA and REA for
each of the Norwest Plans to which the qualification requirements of
Section 401(a) of the Code apply. Norwest knows of no reason that any
Norwest Plan which is subject to the qualification provisions of Section
401(a) of the Code is not "qualified"
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within the meaning of Section 401(a) of the Code and that each related
trust is not exempt from taxation under Section 501(a) of the Code, except
that any such Norwest Plan may not have been amended to comply with TRA and
other recent legislation and regulations, although each such Norwest Plan
is within the remedial amendment period during which retroactive amendment
may be made.
(iii) The present value of all benefits vested and all benefits
accrued under each Norwest Plan which is subject to Title IV of ERISA did
not, in each case, as determined for purposes of reporting on Schedule B to
the Annual Report on Form 5500 of each such Norwest Plan as of the end of
the most recent Plan year, exceed the value of the assets of the Norwest
Plans allocable to such vested or accrued benefits.
(iv) Except as set forth on Schedule 3(l), and to the best knowledge
of Norwest, no Norwest Plan or any trust created thereunder, nor any
trustee, fiduciary or administrator thereof, has engaged in a "prohibited
transaction", as such term is defined in Section 4975 of the Code or
Section 406 of ERISA or violated fiduciary standards under Part 4 of Title
I of ERISA, which could subject, to the best knowledge of Norwest, such
Norwest Plan or trust, or any trustee, fiduciary or administrator thereof,
or any party dealing with any such Norwest Plan or trust, to the tax or
penalty on prohibited transactions imposed by said Section 4975 or would
result in material liability to Norwest and its subsidiaries taken as a
whole.
(v) Except as set forth on Schedule 3(l), no Norwest Plan which is
subject to Title IV of ERISA or any trust created thereunder has been
terminated, nor have there been any "reportable events" as that term is
defined in Section 4043 of ERISA with respect to any Norwest Plan, other
than those events which may result from the transactions contemplated by
this Agreement and the Merger Agreement.
(vi) No Norwest Plan or any trust created thereunder has incurred
any "accumulated funding deficiency", as such term is defined in Section
412 of the Code (whether or not waived), during the last five Norwest Plan
years which would result in a material liability.
(vii) Neither the execution and delivery of this Agreement and the
Merger Agreement nor the consummation of the transactions contemplated
hereby and thereby will (i) result in any material payment (including,
without limitation, severance, unemployment compensation, golden parachute
or otherwise) becoming due to any director or employee or former employee
of Norwest under any Norwest Plan or otherwise, (ii) materially increase
any benefits otherwise payable under any Norwest Plan or (iii) result in
the acceleration of the time of payment or vesting of any such benefits to
any material extent.
(m) Registration Statement, etc. None of the information regarding
Norwest and its subsidiaries to be supplied by Norwest for inclusion in (i) the
Registration Statement, (ii) the Proxy Statement, or (iii) any other documents
to be filed with the SEC or any regulatory authority in connection with the
transactions contemplated hereby or by the Merger Agreement will, at the
respective times such documents are filed with the SEC or any regulatory
authority and, in the
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case of the Registration Statement, when it becomes effective and, with respect
to the Proxy Statement, when mailed, be false or misleading with respect to any
material fact, or omit to state any material fact necessary in order to make the
statements therein not misleading or, in the case of the Proxy Statement or any
amendment thereof or supplement thereto, at the time of the meeting of
shareholders referred to in paragraph 4(c), be false or misleading with respect
to any material fact, or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
any proxy for such meeting. All documents which Norwest and the Norwest
Subsidiaries are responsible for filing with the SEC and any other regulatory
authority in connection with the Merger will comply as to form in all material
respects with the provisions of applicable law.
(n) Brokers and Finders. Neither Norwest nor any Norwest Subsidiary nor
any of their respective officers, directors or employees has employed any broker
or finder or incurred any liability for any financial advisory fees, brokerage
fees, commissions or finder's fees, and no broker or finder has acted directly
or indirectly for Norwest or any Norwest Subsidiary in connection with this
Agreement and the Merger Agreement or the transactions contemplated hereby and
thereby.
4. COVENANTS OF AMAN. AMAN covenants and agrees with Norwest as follows:
(a) Except as otherwise permitted or required by this Agreement, from the
date hereof until the Effective Time of the Merger, AMAN will: maintain its
corporate existence in good standing; maintain the general character of its
business and conduct its business in its ordinary and usual manner and manage
its business prudently; maintain proper business and accounting records in
accordance with generally accepted accounting principles; take all actions
necessary to maintain its election under section 1362 of the Code to be treated
as an S corporation from the time the election first became effective; maintain
its properties in good repair and condition, ordinary wear and tear excepted;
maintain in all material respects presently existing insurance coverage; use its
best efforts to preserve its business organization intact, to keep the services
of its present principal employees and to preserve its good will and the good
will of its suppliers, customers and others having business relationships with
it; use its best efforts to obtain any approvals or consents required to
maintain existing leases and other contracts in effect following the Merger; use
its best efforts to comply in all material respects with all laws, regulations,
ordinances, codes, orders, licenses and permits applicable to the properties and
operations of AMAN; provided that Norwest shall not unreasonably interfere with
the conduct of AMAN's business, permit Norwest and its representatives to
consult with AMAN with respect to the proposal for and negotiation of any
contracts in excess of $25,000 (or extensions or renewals thereof); and permit
Norwest and its representatives (including KPMG Peat Marwick LLP and Deloitte
and Touche LLP) to examine its books, records and properties and to interview
officers, employees and agents at all reasonable times when it is open for
business. No such examination by Norwest or its representatives either before
or after the date of this Agreement shall in any way affect, diminish or
terminate any of the representations, warranties or covenants of AMAN herein
expressed, nor shall there be any implication that there is any representation,
warranty, covenant or condition except as expressly set forth herein.
(b) Except as otherwise contemplated or required by this Agreement, from
the date hereof until the Effective Time of the Merger, AMAN will not (without
the prior written consent
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of Norwest): amend or otherwise change its articles of incorporation or by-laws;
issue or sell or authorize for issuance or sale, or grant any options or make
other agreements with respect to the issuance or sale or conversion of, any
shares of its capital stock, phantom shares or other share-equivalents, or any
other of its securities; authorize or incur any long-term debt; mortgage, pledge
or subject to lien or other encumbrance any of its properties, except in the
ordinary course of business; enter into any material agreement, contract or
commitment in excess of $25,000 except transactions in the ordinary course of
business and in accordance with policies and procedures in effect on the date
hereof; make any investments except investments made in the ordinary course of
business; amend or terminate any Plan except as required by law; make any
contributions to any Plan except as required by the terms of such Plan in effect
as of the date hereof; declare, set aside, make or pay any dividend or other
distribution with respect to its capital stock, except any dividend declared and
issued by AMAN in accordance with historical practice (which Norwest agrees
includes the payments of dividends on April 15, 1996 and July 15, 1996 equal to
40% of AMAN's taxable income for the quarters ending March 31, 1996 and June 30,
1996 respectively, for payment of taxes and the payment of a dividend of up to
$750,000), provided such payment does not disqualify the Merger as a "pooling of
interests" for accounting purposes; redeem, purchase or otherwise acquire,
directly or indirectly, any of the capital stock of AMAN; increase the
compensation of any officers, directors or executive employees, except pursuant
to existing compensation plans and practices; or sell or otherwise dispose of
any of its assets or properties other than in the ordinary course of business;
or enter into: (A) any employment contract or understanding (including any
understandings or obligations with respect to severance or termination pay
liabilities or fringe benefits) with any present or former officer, director,
employee or consultant (other than those which are terminable at will by AMAN);
(B) any plan, contract or understanding providing for any bonus, pension,
option, deferred compensation, retirement payment, profit sharing or similar
arrangement with respect to any present or former officer, director, employee or
consultant; (C) any labor contract or agreement with any labor union; (D) any
contract not made in the ordinary course of business containing covenants which
limit the ability of AMAN to compete in any line of business or with any person
or which involve any restriction of the geographical area in which, or method by
which, AMAN may carry on its business (other than as may be required by law or
applicable regulatory authorities); (E) any other contract or agreement which is
a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K,
or which was not made in the ordinary course of business; (F) any lease with
annual rental payments aggregating $10,000 or more; or (G) any agreement,
contract or understanding with any current or former director, officer,
employee, consultant, financial adviser, broker, dealer, or agent providing for
any rights of indemnification in favor of such person or entity.
(c) The Board of Directors of AMAN will duly call, and will cause to be
held not later than twenty-five (25) business days following the effective date
of the Registration Statement referred to in paragraph 5(c) hereof, a meeting of
its shareholders and will direct that this Agreement and the Merger Agreement be
submitted to a vote at such meeting. The Board of Directors of AMAN will (i)
cause proper notice of such meeting to be given to its shareholders in
compliance with the South Dakota Business Corporation Act and other applicable
law and regulation, (ii) recommend by the affirmative vote of the Board of
Directors a vote in favor of approval of this Agreement and the Merger
Agreement, and (iii) use its best efforts to solicit from its shareholders a
vote in favor thereof.
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(d) AMAN will furnish or cause to be furnished to Norwest all the
information concerning AMAN required for inclusion in the Registration Statement
referred to in paragraph 5(c) hereof, and any application made by Norwest to any
governmental body in connection with the transactions contemplated by this
Agreement. Any financial statement for any fiscal year provided under this
paragraph must include the audit opinion and the consent of Eide, Helmeke & Co.
to use such opinion in such Registration Statement.
(e) AMAN will take all necessary corporate and other action and use its
best efforts to obtain all consents and other approvals required of AMAN to
carry out the transactions contemplated by this Agreement and to comply with any
change of control requirements of licensing laws in states where AMAN is
licensed and any material contract to which AMAN is a party, and will cooperate
with Norwest to obtain all such approvals and consents required of Norwest.
(f) AMAN will use its best efforts to deliver to the Closing all opinions,
certificates and other documents required to be delivered by it at the Closing.
(g) AMAN will hold in confidence all documents and information concerning
Norwest and its subsidiaries furnished to AMAN and its representatives in
connection with the transactions contemplated by this Agreement and will not
release or disclose such information to any other person, except as required by
law and except to AMAN's outside professional advisers in connection with this
Agreement, with the same undertaking from such professional advisers. If the
transactions contemplated by this Agreement shall not be consummated, such
confidence shall be maintained and such information shall not be used in
competition with Norwest (except to the extent that such information can be
shown to be previously known to AMAN, in the public domain, or later acquired by
AMAN from other legitimate sources) and, upon request, all such documents, any
copies thereof and extracts therefrom shall immediately thereafter be returned
to Norwest.
(h) Neither AMAN, nor any director, officer, representative or agent
thereof, will, directly or indirectly, solicit, authorize the solicitation of or
enter into any discussions with any corporation, partnership, person or other
entity or group (other than Norwest) concerning any offer or possible offer (i)
to purchase any shares of common stock, any option or warrant to purchase any
shares of common stock, any securities convertible into any shares of such
common stock, or any other equity security of AMAN, (ii) to make a tender or
exchange offer for any shares of such common stock or other equity security,
(iii) to purchase, lease or otherwise acquire the assets of AMAN except in the
ordinary course of business, or (iv) to merge, consolidate or otherwise combine
with AMAN. If any corporation, partnership, person or other entity or group
makes an offer or inquiry to AMAN concerning any of the foregoing, AMAN will
promptly disclose such offer or inquiry, including the terms thereof, to
Norwest.
(i) AMAN will not take any action which with respect to AMAN would
disqualify the Merger as a "pooling of interests" for accounting purposes and
AMAN shall cause Eide, Helmeke PLLP to provide a letter to Norwest, as of the
Effective Date of the Merger confirming the letter delivered concurrently with
the signing of this Agreement, that, with respect to AMAN, the Merger would
qualify as a "pooling of interests" for accounting purposes.
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(j) AMAN shall make such adjustments immediately before the Merger to be
effective as of such dates as Norwest may request as may be necessary to conform
AMAN's accounting practices and methods to those of Norwest and Norwest's plans
with respect to the conduct of AMAN's business following the Merger and to
provide for the costs and expenses relating to the consummation by AMAN of the
Merger and the other transactions contemplated by this Agreement.
(k) Not later than the Effective Date of Merger, all salaries, wages,
bonuses, commissions and any other amounts now or hereafter due present or
former employees, officers, directors and others relating to services rendered
to AMAN up to and including the Effective Date of Merger will have been paid or
properly accrued on the books of AMAN.
(l) AMAN will use its best efforts to take all action necessary or
required to operate the Plans so as to maintain compliance with the provisions
of ERISA and the Code, including the Tax Reform Act of 1986 and regulations
thereunder and other applicable law.
(m) AMAN shall give Norwest written notice of termination of any material
contract to which it is a party and any notice that alleges a default or
deficiency under any such contract.
(n) AMAN shall timely submit its proposal for a contract with the USDOE in
response to USDOE RFP 96-011 and shall diligently pursue the proposal and shall
provide Norwest a copy of the proposal; the proposal shall include terms
reasonably believed by AMAN to be substantially as favorable to AMAN, taken as a
whole, as AMAN's present contract with USDOE, as amended (PC 92002012, effective
September 8, 1992).
(o) Prior to the Time of Filing, AMAN shall accrue and book a liability
equal to the fee payable to Broker determined by valuing the Norwest Common
Stock to be issued as provided in this Agreement at the average of the closing
prices of a share of Norwest Common Stock as reported by the consolidated tape
of the New York Stock Exchange for each of the five (5) trading days ending on
the day immediately preceding the Closing Date to satisfy AMAN's obligations to
Broker in full.. Concurrent with the signing of this Agreement, AMAN shall
provide to Norwest Broker's letter setting forth how the fee payable to Broker
is calculated, and such letter shall confirm that (i) the valuation set forth in
the preceding sentence when applied to the Norwest Common Stock to be issued as
provided in this Agreement and inserted in the formula contained in such letter
will produce the correct amount of the Broker's fee and (ii) the payment of such
amount, which Norwest agrees may be done on the Closing Date, will satisfy
AMAN's obligations to the Broker in full.
(p) From the date hereof until the Effective Time of the Merger, AMAN
shall not intentionally or due to gross neglect act or fail to act in any manner
that would have a material adverse effect on the financial condition, results of
operations, business or marketing efforts of AMAN.
(q) AMAN shall obtain and deliver to Norwest the agreements of Gloss and
Perry (i) that the issuance of Norwest Common Stock will satisfy in full all of
AMAN's obligations to them under the Phantom Stock Agreements, and (ii)
effective upon issuance of said Norwest Common Stock releasing AMAN of any
further obligation thereunder.
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(r) AMAN shall cause its shareholders to make any capital contributions
necessary so that AMAN's shareholder equity will be not less than $2.6 million
at the Time of Filing, after giving effect to the accrual of the Broker's fee in
accordance with paragraph 4(o) above, but without giving effect to the accrual
of the amounts payable in respect of the Phantom Stock Agreements.
(s) Prior to the Time of Filing, AMAN shall accrue and book a liability of
an amount equal to the amount required to satisfy AMAN's obligations under the
Phantom Stock Agreements, which AMAN will satisfy by delivery of Norwest Common
Stock to Gloss and Perry. AMAN will claim a deduction for satisfying such
liability in its final S corporation tax year.
5. COVENANTS OF NORWEST. Norwest covenants and agrees with AMAN as
follows:
(a) From the date hereof until the Effective Time of the Merger, Norwest
will maintain its corporate existence in good standing; conduct, and cause the
Norwest Subsidiaries to conduct, their respective businesses in compliance with
all material obligations and duties imposed on them by all laws, governmental
regulations, rules and ordinances, and judicial orders, judgments and decrees
applicable to Norwest or the Norwest Subsidiaries, their businesses or their
properties; maintain all books and records of it and the Norwest Subsidiaries,
including all financial statements, in accordance with the accounting principles
and practices consistent with those used for the Norwest Financial Statements,
except for changes in such principles and practices required under generally
accepted accounting principles.
(b) Norwest will furnish to AMAN all the information concerning Norwest
required for inclusion in a proxy statement or statements to be sent to the
shareholders of AMAN, or in any statement or application made by AMAN to any
governmental body in connection with the transactions contemplated by this
Agreement.
(c) Norwest will use its best efforts to file, by April 30, 1996, with the
SEC a registration statement on Form S-4 (the "Registration Statement") under
the Securities Act and any other applicable documents, relating to the shares of
Norwest Common Stock to be delivered to the shareholders of AMAN pursuant to the
Merger Agreement, and will use its best efforts to cause the Registration
Statement to become effective. At the time the Registration Statement becomes
effective, the Registration Statement will comply in all material respects with
the provisions of the Securities Act and the published rules and regulations
thereunder, and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not false or misleading, and at the time of mailing thereof
to the AMAN shareholders, at the time of the AMAN shareholders' meeting referred
to in paragraph 4(c) hereof and at the Effective Time of the Merger the
prospectus included as part of the Registration Statement, as amended or
supplemented by any amendment or supplement filed by Norwest (hereinafter the
"Prospectus"), will not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not false or
misleading; provided, however, that none of the provisions of this subparagraph
shall apply to statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon and in conformity with information furnished by
AMAN for use in the Registration Statement or the Prospectus.
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(d) Norwest will file all documents required to be filed to list the
Norwest Common Stock to be issued pursuant to the Merger Agreement on the New
York Stock Exchange and the Chicago Stock Exchange and use its best efforts to
effect said listings.
(e) The shares of Norwest Common Stock to be issued by Norwest to the
shareholders of AMAN pursuant to this Agreement and the Merger Agreement will,
upon such issuance and delivery to said shareholders pursuant to the Merger
Agreement, be duly authorized, validly issued, fully paid and nonassessable.
The shares of Norwest Common Stock to be delivered to the shareholders of AMAN
pursuant to the Merger Agreement are and will be free of any preemptive rights
of the stockholders of Norwest.
(f) Norwest will file all documents required to obtain, prior to the
Effective Time of the Merger, all necessary Blue Sky permits and approvals, if
any, required to carry out the transactions contemplated by this Agreement, will
pay all expenses incident thereto and will use its best efforts to obtain such
permits and approvals.
(g) Norwest will take all necessary corporate and other action and file
all documents required to obtain and will use its best efforts to obtain all
approvals of regulatory authorities, consents and approvals required of it to
carry out the transactions contemplated by this Agreement and will cooperate
with AMAN to obtain any such approvals and consents required by AMAN.
(h) Norwest will hold in confidence all documents and information
concerning AMAN furnished to it and its representatives in connection with the
transactions contemplated by this Agreement and will not release or disclose
such information to any other person, except as required by law and except to
its outside professional advisers in connection with this Agreement, with the
same undertaking from such professional advisers. If the transactions
contemplated by this Agreement shall not be consummated, such confidence shall
be maintained and such information shall not be used in competition with AMAN
(except to the extent that such information can be shown to be previously known
to Norwest, in the public domain, or later acquired by Norwest from other
legitimate sources) and, upon request, all such documents, copies thereof or
extracts therefrom shall immediately thereafter be returned to AMAN.
(i) Norwest will file or cause to be filed any documents or agreements
required to be filed by Merger Co. in connection with the Merger under the South
Dakota Business Corporation Act.
(j) Norwest will use its best efforts to deliver to the Closing all
opinions, certificates and other documents required to be delivered by it at the
Closing.
6. CONDITIONS PRECEDENT TO OBLIGATION OF AMAN. The obligation of AMAN to
effect the Merger shall be subject to the satisfaction at or before the Time of
Filing of the following further conditions, any of which may be waived in
writing by AMAN, in whole or in part:
(a) Except as they may be affected by transactions contemplated hereby,
and except for activities or transactions after the date of this Agreement made
in the ordinary course of business and not expressly prohibited by this
Agreement, the representations and warranties contained in
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paragraph 3 hereof shall be true and correct in all respects material to Norwest
and its Norwest Subsidiaries taken as a whole as if made at the Time of Filing
(provided that those representations or warranties made as of a particular date
need only be true and correct as of such date).
(b) Norwest shall have, or shall have caused to be, performed and observed
in all material respects all covenants and agreements to be performed or
observed by it and Merger Co. at or before the Time of Filing.
(c) AMAN shall have received a favorable certificate, dated as of the
Effective Date of the Merger, signed by the Chairman, the President or any
Executive Vice President or Senior Vice President and by the Secretary or
Assistant Secretary of Norwest, as to the matters set forth in subparagraphs (a)
and (b) of this paragraph 6.
(d) This Agreement and the Merger Agreement shall have been approved by
the affirmative vote of the holders of the percentage of the outstanding shares
of AMAN required for approval of a plan of merger in accordance with the
provisions of AMAN's Articles of Incorporation and the South Dakota Business
Corporation Act.
(e) Norwest shall have received approval by the Federal Reserve Board of
the transactions contemplated by this Agreement and the Merger Agreement and all
waiting and appeal periods prescribed by applicable law or regulation shall have
expired.
(f) No court or governmental authority of competent jurisdiction shall
have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(g) The shares of Norwest Common Stock to be delivered to the stockholders
of AMAN pursuant to this Agreement and the Merger Agreement shall have been
authorized for listing on the New York Stock Exchange and the Chicago Stock
Exchange.
(h) AMAN shall have received an opinion, dated the Closing Date, of
counsel to AMAN, substantially to the effect that, for federal income tax
purposes: (i) the Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code; (ii) no gain or loss will be
recognized by the holders of AMAN Common Stock upon receipt of Norwest Common
Stock except for cash received in lieu of fractional shares; (iii) the basis of
the Norwest Common Stock received by the shareholders of AMAN will be the same
as the basis of AMAN Common Stock exchanged therefor; and (iv) the holding
period of the shares of Norwest Common Stock received by the shareholders of
AMAN will include the holding period of the AMAN Common Stock, provided such
shares of AMAN Common Stock were held as a capital asset as of the Effective
Time of the Merger.
7. CONDITIONS PRECEDENT TO OBLIGATION OF NORWEST. The obligation of
Norwest to effect the Merger shall be subject to the satisfaction at or before
the Time of Filing of the following conditions, any or all of which may be
waived in writing by Norwest in whole or in part:
(a) Except as they may have been affected by transactions contemplated
hereby and except for activities or transactions or events occurring after the
date of this Agreement made in
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the ordinary course of business and not expressly prohibited by this Agreement,
the representations and warranties contained in paragraph 2 hereof (other than
the representations and warranties contained in the paragraphs or portion of
paragraphs referred to in paragraph 7(c) below) shall be true and correct in all
material respects as if made at the Time of Filing (provided that those
representations or warranties made as of a particular date need only be true and
correct as of such date).
(b) AMAN shall have performed and observed in all material respects all
covenants, agreements and conditions hereof to be performed or observed by it at
or before the Time of Filing.
(c) The representations and warranties set forth at paragraphs 2(i), 2(j),
2(k), 2(n), 2(p), 2(q) and 2(z), and the representation and warranty at 2(c)
that no dividends or other distributions have been declared, set aside, made or
paid to any of the shareholders of AMAN shall have been true and correct as of
the date of this Agreement.
(d) This Agreement and the Merger Agreement shall have been approved by
the affirmative vote of the holders of the percentage of the outstanding shares
of AMAN required for approval of a plan of merger in accordance with the
provisions of AMAN's Articles of Incorporation and the South Dakota Business
Corporation Act.
(e) Norwest shall have received a favorable certificate dated as of the
Effective Date of the Merger signed by the Chairman or President and by the
Secretary or Assistant Secretary of AMAN, as to the matters set forth in
subparagraphs (a) through (d) of this paragraph 7.
(f) Norwest shall have received any approval required under the BHC Act
for the transactions contemplated by this Agreement and the Merger Agreement,
and any approval or consent required by any state licensing law, under which
AMAN is licensed, in order to consummate the change of control contemplated by
this Agreement, and all waiting and appeal periods prescribed by applicable law
or regulation shall have expired. No such approvals, licenses or consents
granted by any regulatory authority shall contain any condition or requirement
relating to AMAN that, in the reasonable judgment of Norwest, is unreasonably
burdensome to Norwest.
(g) AMAN shall have obtained any and all material approvals, consents or
waivers from other parties to loan agreements, leases or other contracts
material to AMAN's business required for the consummation of the Merger, and
AMAN shall have obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation by it of the Merger.
(h) No court or governmental authority of competent jurisdiction shall
have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(i) The Registration Statement (as amended or supplemented) shall have
become effective under the Securities Act and shall not be subject to any stop
order, and no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration Statement shall have
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been initiated and be continuing, or have been threatened or be unresolved.
Norwest shall have received all state securities law or blue sky authorizations
necessary to carry out the transactions contemplated by this Agreement.
(j) No litigation shall have been filed against AMAN which (i) the
plaintiff seeks to have certified as a class action and (ii) will, in Norwest's
reasonable judgment, have a material adverse effect on the financial condition
of AMAN.
(k) AMAN shall have been awarded the DOE Contract or AMAN shall have
provided evidence satisfactory to Norwest that it will not be awarded the DOE
Contract.
(l) At any time since the date hereof the total number of shares of AMAN
Common Stock outstanding and subject to issuance upon exercise of all warrants,
options, conversion rights, phantom shares or other share-equivalents, other
than any option held by Norwest, shall not have exceeded 2000.
8. EMPLOYEE BENEFIT PLANS. Each person who is an employee of AMAN as of
the Effective Date of the Merger ("AMAN Employees") shall be eligible for
participation in the employee welfare plans of Norwest Financial, Inc., as in
effect from time to time, as follows:
Each AMAN employee shall be eligible for participation in the employee
welfare benefit plans of Norwest Financial, Inc. listed below subject to any
eligibility requirements applicable to such plans and, if eligible, may enter
each plan not later than the first day of the calendar quarter which begins at
least 32 days after the Effective Date of the Merger:
Medical Plan
Dental Plan
Vision Plan
9. Termination of Agreement.
(a) This Agreement may be terminated at any time prior to the Time of
Filing:
(i) by mutual written consent of the parties hereto;
(ii) by either of the parties hereto upon written notice to the other
party if the Merger shall not have been consummated by November 30, 1996
unless such failure of consummation shall be due to the failure of the
party seeking to terminate to perform or observe in all material respects
the covenants and agreements hereof to be performed or observed by such
party; provided, however, that if Norwest gives written notice to AMAN that
it (Norwest) wishes to terminate this Agreement pursuant to this paragraph
9(a)(ii), then AMAN shall have five (5) business days in which to elect to
consummate the transactions contemplated herein by accepting a total of
425,000 shares of Norwest Common Stock, less the number of shares required
to satisfy the Phantom Stock Agreements; or
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(iii) by AMAN or Norwest upon written notice to the other party if
any court or governmental authority of competent jurisdiction shall have
issued a final unappealable order restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated by this
Agreement; or
(iv) by Norwest if there has been a misrepresentation or breach in
any material respect on the part of AMAN in the representations and
warranties of AMAN set forth herein and such breach or misrepresentation,
after due notice, has not been corrected, or if, after due notice, there
has been a failure on the part of AMAN to comply in any material respect
with its agreements or covenants hereunder;
(v) by AMAN if there has been a misrepresentation or breach in any
material respect on the part of Norwest in the representations and
warranties of Norwest set forth herein and such breach or
misrepresentation, after due notice, has not been corrected, or if, after
due notice, there has been a failure on the part of Norwest to comply in
any material respect with its agreements or covenants hereunder;
(vi) by either Norwest or AMAN upon thirty days written notice if
the required approval of the shareholders of AMAN for the adoption and the
approval of the Merger and this Agreement is not received at the meeting of
AMAN shareholders contemplated by paragraph 4(c);
(b) Termination of this Agreement under this paragraph 9 shall not
release, or be construed as so releasing, either party hereto from any liability
or damage to the other party hereto arising out of the breaching party's willful
and material breach of the warranties and representations made by it, or willful
and material failure in performance of any of its covenants, agreements, duties
or obligations arising hereunder, and the obligations under paragraphs 4(g),
5(h) and 10 shall survive such termination.
(c) If this Agreement is terminated pursuant to paragraph 9(a)(vi) then
AMAN shall promptly, but in no event later than five business days after the
effective date of the termination, pay Norwest a fee equal to $1.0 million.
10. EXPENSES. All expenses in connection with this Agreement and the
transactions contemplated hereby, including without limitation, broker, legal
and accounting fees, incurred by AMAN shall be borne by AMAN, and all such
expenses incurred by Norwest shall be borne by Norwest.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, but shall not be assignable by either party hereto without the prior
written consent of the other party hereto.
12. THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto.
13. NOTICES. Any notice or other communication provided for herein or
given hereunder to a party hereto shall be in writing and shall be delivered in
person or by telephone facsimile or
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shall be mailed by overnight courier, or first class registered or certified
mail, postage prepaid, addressed as follows:
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
and
Norwest Financial, Inc.
206 8th Street
Des Moines, Iowa 50309
Attention: General Counsel
If to AMAN:
AMAN Collection Service, Inc.
1 South 1st Street
Aberdeen, South Dakota 57402
Attention: President
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
14. COMPLETE AGREEMENT. This Agreement and the Merger Agreement contain
the complete agreement between the parties hereto with respect to the Merger and
other transactions contemplated hereby and supersede all prior agreements and
understandings between the parties hereto with respect thereto.
15. CAPTIONS. The captions contained in this Agreement are for convenience
of reference only and do not form a part of this Agreement.
16. WAIVER AND OTHER ACTION. Either party hereto may, by a signed writing,
give any consent, take any action pursuant to paragraph 9 hereof or otherwise,
or waive any inaccuracies in the representations and warranties by the other
party and compliance by the other party with any of the covenants and conditions
herein.
17. AMENDMENT. At any time before the Time of Filing, the parties hereto,
by action taken by their respective Boards of Directors or pursuant to authority
delegated by their respective Boards of Directors, may amend this Agreement;
provided, however, that no amendment after approval by the shareholders of AMAN
shall be made which changes in a manner adverse to such shareholders the
consideration to be provided to said shareholders pursuant to this Agreement and
the Merger Agreement.
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18. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
19. PUBLIC STATEMENTS. Norwest will not, except as required by law or
regulation (in which case, Norwest will notify AMAN at least 48 hours prior to
making such disclosure, unless, in the reasonable judgment of counsel for
Norwest, immediate disclosure or disclosure before the expiration of such 48-
hour period is required under applicable law), make any public disclosure, or
permit any public disclosure to be made, regarding this Agreement or the Merger
Agreement or the transactions contemplated hereby or thereby; AMAN will neither
make nor permit any such public disclosure. Provided, however, nothing herein
shall prohibit either party from making any disclosure which is a communication
directed to its employees or the employees of any of its affiliates.
20. DEFINITIONAL TERM. As used in this Agreement, the term "to the best
knowledge of AMAN" refers only to the best knowledge of the directors and
officers of AMAN after they have made reasonable investigation or review where
appropriate as to the truthfulness of the assertion they are making. In similar
fashion, the term "to the best knowledge of Norwest" refers only to the
directors and officers of Norwest after they have made reasonable investigation
or review where appropriate as to the truthfulness of the assertion they are
making.
21. REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in this Agreement (i) apply only to events occurring before the Merger
or the termination of this Agreement; and (ii) except for the representations
and warranties set forth at paragraph 2(h), shall survive the Effective Date of
Merger only for a three year period beginning on the Effective Date of Merger.
The representations and warranties at paragraph 2(h) shall survive the Effective
Date of the Merger for so long as the statute of limitations on the applicable
tax year is open. All representations and warranties contained in this Agreement
survive only for the limited purpose of determining the rights and remedies of
Norwest and its successors and assigns under the Indemnification Agreement to be
signed by the shareholders of AMAN concurrently with the signing of this
Agreement. Except as set forth in paragraph 9(b), no representation or warranty
contained in this Agreement shall survive the termination of this Agreement.
22. FURTHER ASSURANCES. AMAN and Norwest shall each cooperate with the
other and take all such actions as such party may reasonably be requested to
take by the other party hereto from time to time, consistent with the terms of
this Agreement, in order to effectuate the provisions and purposes of this
Agreement and the transactions contemplated hereby.
23. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
NORWEST CORPORATION AMAN COLLECTION SERVICE, INC.
By: /s/ John E. Ganoe By: /s/ Thomas E. Aman
-------------------------- --------------------------
Its: Executive Vice President Its: Chief Executive Officer
------------------------- -------------------------
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
BETWEEN
AMAN COLLECTION SERVICE, INC.
a South Dakota corporation
(the surviving corporation)
AND
AMAN MERGER CO.
a South Dakota corporation
(the merged corporation)
This Agreement and Plan of Merger dated as of July 31, 1996, between AMAN
COLLECTION SERVICE, INC., a South Dakota corporation (hereinafter sometimes
called "AMAN" and sometimes called the "surviving corporation") and AMAN MERGER
CO., a South Dakota corporation ("Merger Co.") (said corporations being
hereinafter sometimes referred to as the "constituent corporations");
WHEREAS, Merger Co., a wholly-owned subsidiary of Norwest Corporation, was
incorporated by Articles of Incorporation filed in the office of the Secretary
of State of the State of South Dakota on June 19, 1996, and said corporation is
now a corporation subject to and governed by the provisions of the South Dakota
Business Corporation Act. Merger Co. has authorized capital stock of ten shares
of common stock having a par value of $100.00 per share ("Merger Co. Common
Stock"), of which ten shares were outstanding as of the date hereof; and
WHEREAS, AMAN was incorporated by Articles of Incorporation filed in the
office of the Secretary of State of the State of South Dakota on November 4,
1954 and said corporation is now a corporation subject to and governed by the
provisions of the South Dakota Business Corporation Act. AMAN has authorized
capital stock of 5,000 shares of Common Stock, par value $5.00 per share ("AMAN
Common Stock"), of which 2,000 shares were outstanding and no shares were held
in the treasury as of the date hereof; and
WHEREAS, Norwest Corporation and AMAN are parties to an Agreement and Plan
of Reorganization dated as of March 21, 1996, amended by Amendment to Agreement
dated as of July 31, 1996, (as amended, the "Reorganization Agreement"), setting
forth certain representations, warranties and covenants in connection with the
merger provided for herein; and
WHEREAS, the directors, or a majority of them, of each of the constituent
corporations respectively deem it advisable for the welfare and advantage of
said corporations and for the best interests of the respective shareholders of
said corporations that said corporations merge and that Merger Co. be merged
with and into AMAN, with AMAN continuing as the surviving corporation, on the
terms and conditions hereinafter set forth in accordance with the provisions of
the South Dakota Business Corporation Act, which statute permits such merger;
and
WHEREAS, it is the intent of the parties to effect a merger which qualifies
as a tax-free reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(E)
of the Internal Revenue Code;
NOW, THEREFORE, the parties hereto, in consideration of the premises and of
the mutual covenants and agreements contained herein and of the benefits to
accrue to the parties
<PAGE>
hereto, have agreed and do hereby agree that Merger Co. shall be merged with and
into AMAN pursuant to the laws of the State of South Dakota, and do hereby agree
upon, prescribe and set forth the terms and conditions of the merger of Merger
Co. with and into AMAN, the mode of carrying said merger into effect, the manner
and basis of converting the shares of AMAN Common Stock into shares of common
stock of Norwest of the par value of $1-2/3 per share ("Norwest Common Stock"),
and such other provisions with respect to said merger as are deemed necessary or
desirable, as follows:
FIRST: At the time of merger Merger Co. shall be merged with and into
AMAN, one of the constituent corporations, which shall be the surviving
corporation, and the separate existence of Merger Co. shall cease and the name
of the surviving corporation shall be Aman Collection Service, Inc.
SECOND: The Articles of Incorporation of AMAN at the time of merger shall
be and remain the Articles of Incorporation of the surviving corporation until
further amended according to law.
THIRD: The By-Laws of AMAN at the time of merger shall be amended as set
forth below and, as so amended, shall be the By-Laws of the surviving
corporation until amended according to the provisions of the Articles of
Incorporation of the surviving corporation or of said By-Laws:
Section 7 and Section 8 of Article II of such By-Laws shall be deleted
in their entirety.
Section 1 of Article IV of such By-Laws shall be amended by adding the
following sentence to the end of such section:
The number of directors shall be three.
Article VIII of such By-Laws shall be deleted in its entirety and
replaced with the following Article VIII:
ARTICLE VIII
Amendments
These By-Laws may be amended or repealed in whole or in part or new
By-Laws may be adopted by the affirmative vote of a majority of the
directors of the corporation then in office.
FOURTH: The directors of Merger Co. at the time of merger shall be the
persons listed below, which persons shall remain the directors of the surviving
corporation and shall hold office from the time of merger until their respective
successors are elected and qualify:
Steve R. Wagner
Gary M. Poetting
Faye L. Kunz
2
<PAGE>
FIFTH: The officers of Merger Co. at the time of merger shall be the
persons listed below, which persons shall remain the officers of the surviving
corporation and shall hold office from the time of merger until their respective
successors are elected or appointed and qualify:
Thomas E. Aman - Chief Executive Officer
Daniel R. Moen - President
Carl Perry - Vice President
Everett Stagg - Vice President
Robert Gloss - Vice President
Richard W. Harris - Vice President
Gary M. Poetting - Vice President
Doug Seeley - Vice President
Eric T. Torkelson - Vice President
Steve R. Wagner - Vice President
Denise A. Wieland - Vice President
Denise J.A. Holck - Treasurer
James Horton - Assistant Treasurer - Tax
J. Daniel Vandermark, Jr. - Assistant Treasurer - Tax
Margaret L. Halfman - Secretary
Linda J. Walter - Assistant Secretary
SIXTH: The manner and basis of converting the shares of AMAN Common Stock
into cash or shares of shares of Norwest Common Stock shall be as follows:
1. Each of the shares of AMAN Common Stock outstanding immediately prior
to the time of merger (other than shares as to which statutory dissenters'
rights have been exercised) shall at the time of merger, by virtue of the
merger and without any action on the part of the holder or holders thereof,
be converted into and exchanged for the number of shares of Norwest Common
Stock determined by dividing the aggregate number of 554,143 shares of
Norwest Common Stock by the total number of shares of AMAN Common Stock
outstanding immediately prior to the time of merger, and as soon as
practicable after the merger becomes effective, Norwest shall deliver
45,857 shares of Norwest Common Stock to AMAN, and AMAN shall distribute
such shares of Norwest Common Stock to holders of phantom stock or similar
arrangements with AMAN in full satisfaction of AMAN's obligations to such
holders under such arrangements.
2. As soon as practicable after the merger becomes effective, each holder
of a certificate for shares of AMAN Common Stock outstanding immediately
prior to the time of merger shall be entitled, upon surrender of such
certificate for cancellation to the surviving corporation or to Norwest
Bank Minnesota, National Association, as the designated agent of the
surviving corporation (the "Agent"), to receive a new certificate for the
number of whole shares of Norwest Common Stock to which such holder shall
be entitled on the basis set forth in paragraph 1 above. Until so
surrendered each certificate which, immediately prior to the time of
merger, represented shares of AMAN Common Stock shall not be transferable
on the books of the surviving corporation but shall be deemed to evidence
the right to receive (except for the payment of dividends as provided
below) ownership of the number of whole shares of Norwest Common Stock into
which such shares of AMAN Common Stock have been converted on the basis
above set forth; provided, however, until the holder of such certificate
for AMAN Common Stock shall
3
<PAGE>
have surrendered the same for exchange as above set forth, no dividend
payable to holders of record of Norwest Common Stock as of any date
subsequent to the effective date of merger shall be paid to such holder
with respect to the Norwest Common Stock, if any, represented by such
certificate, but, upon surrender and exchange thereof as herein provided,
there shall be paid by the surviving corporation or the Agent to the record
holder of such certificate for Norwest Common Stock issued in exchange
therefor an amount with respect to such shares of Norwest Common Stock
equal to all dividends that shall have been paid or become payable to
holders of record of Norwest Common Stock between the effective date of
merger and the date of such exchange.
3. If between the date of the Reorganization Agreement and the time of
merger, shares of Norwest Common Stock shall be changed into a different
number of shares or a different class of shares by reason of any
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or if a stock dividend thereon shall be declared
with a record date within such period, then the number of shares of Norwest
Common Stock, if any, into which a share of AMAN Common Stock shall be
converted on the basis above set forth, will be appropriately and
proportionately adjusted so that the number of such shares of Norwest
Common Stock into which a share of AMAN Common Stock shall be converted
will equal the number of shares of Norwest Common Stock which the holders
of shares of AMAN Common Stock would have received pursuant to such
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or stock dividend had the record date therefor been
immediately following the time of merger.
4. No fractional shares of Norwest Common Stock and no certificates or
scrip certificates therefor shall be issued to represent any such
fractional interest, and any holder of a fractional interest shall be paid
an amount of cash equal to the product obtained by multiplying the
fractional share interest to which such holder is entitled by the average
of the closing prices of a share of Norwest Common Stock as reported by the
consolidated tape of the New York Stock Exchange for each of the five (5)
trading days ending on the day immediately preceding the Closing Date.
5. Each share of Merger Co. Common Stock issued and outstanding at the
time of merger shall be converted into and exchanged for shares of the
surviving corporation after the time of merger.
SEVENTH:
The effective date of merger shall be the date on which Articles of Merger
(as described in subparagraph 1(b) of this Article Seventh) shall be
delivered to and filed by the Secretary of State of the State of South
Dakota; provided, however, that all of the following actions shall have
been taken in the following order:
a. This Agreement shall be approved and adopted on behalf of Merger
Co. and AMAN in accordance with the South Dakota Business Corporation
Act; and
b. Articles of merger (with this Agreement attached as part thereof)
with respect to the merger, setting forth the information required by
the South Dakota Business Corporation Act, shall be executed by the
President or a Vice President
4
<PAGE>
of Merger Co. and by the Secretary or an Assistant Secretary of Merger
Co., and by the President or a Vice President of AMAN and by the
Secretary or an Assistant Secretary of AMAN, and shall be filed in the
office of the Secretary of State of the State of South Dakota in
accordance with the South Dakota Business Corporation Act.
EIGHTH: At the time of merger:
1. The separate existence of Merger Co. shall cease, and the corporate
existence and identity of AMAN shall continue as the surviving corporation.
2. The merger shall have the other effects prescribed by Section 47-6-9 of
the South Dakota Business Corporation Act.
NINTH: The following provisions shall apply with respect to the merger
provided for by this Agreement:
1. [intentionally left blank]
2. The registered office of the surviving corporation in the State of
South Dakota shall be 309 South Couteau, Pierre, South Dakota 57501, and
the name of the registered agent of AMAN at such address is CT Corporation
System.
3. If at any time the surviving corporation shall consider or be advised
that any further assignment or assurance in law or other action is
necessary or desirable to vest, perfect or confirm in the surviving
corporation the title to any property or rights of Merger Co. acquired or
to be acquired as a result of the merger provided for herein, the proper
officers and directors of AMAN and Merger Co. may execute and deliver such
deeds, assignments and assurances in law and take such other action as may
be necessary or proper to vest, perfect or confirm title to such property
or right in the surviving corporation and otherwise carry out the purposes
of this Agreement.
4. For the convenience of the parties and to facilitate the filing of this
Agreement, any number of counterparts hereof may be executed and each such
counterpart shall be deemed to be an original instrument.
5. This Agreement and the legal relations among the parties hereto shall
be governed by and construed in accordance with the laws of the State of
South Dakota.
6. This Agreement cannot be altered or amended except pursuant to an
instrument in writing signed by both of the parties hereto.
7. At any time prior to the filing of Articles of Merger with the
Secretary of State of the State of South Dakota, subject to the provisions
of the Reorganization Agreement this Agreement may be terminated upon
approval by the Boards of Directors of either of the constituent
corporations notwithstanding the approval of the shareholders of either
constituent corporation.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be signed in their respective corporate names by the undersigned
officers and their respective corporate seals to be affixed hereto, pursuant to
authority duly given by their respective Boards of Directors, all as of the day
and year first above written.
AMAN COLLECTION SERVICE, INC.
Attest:
By: /s/ Daniel R. Moen
--------------------------
/s/ Gail Goeman Its: President
- - ---------------
Secretary
AMAN MERGER CO.
Attest:
By: /s/ Daniel R. Moen
--------------------------
/s/ Margaret L. Halfman Its: President
- - -----------------------
Secretary
6
<PAGE>
March ___, 1996
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
Dear Sirs:
We understand that Norwest Corporation ("Norwest") and Aman Collection
Service, Inc. ("AMAN") intend to enter into an Agreement and Plan of
Reorganization (the "Agreement") providing for a business combination between
AMAN and Norwest (the "Business Combination"), in which the outstanding shares
of capital stock of AMAN will be exchanged for shares of common stock of
Norwest.
The undersigned is a shareholder of AMAN and is entering into this letter
agreement to induce you to enter into the Agreement and to consummate the
proposed transaction.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth shares of AMAN's capital stock to which the
undersigned is the record or beneficial owner and that the number of shares set
forth therein, free and clear of all voting agreements and commitments of every
kind and free and clear of all liens and encumbrances except as set forth in
Schedule I. Except as set forth in Schedule I, the undersigned does not own or
hold any rights to acquire any additional shares of AMAN's capital stock (by
exercise of stock options, or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. The undersigned agrees that the undersigned will not contract to sell,
or otherwise transfer or dispose of any shares of AMAN's capital stock or any
interest therein or securities convertible thereinto or any voting rights with
respect thereto, other than (i) pursuant to the Business Combination, or (ii)
with your prior written consent.
3. The undersigned agrees that all shares of AMAN's capital stock
beneficially owned by the undersigned at the record date for any meeting of
stockholders of
<PAGE>
2
AMAN called to consider and vote on the Business Combination will be voted by
the undersigned, in favor of the Business Combination.
4. The undersigned agrees to cooperate fully with you in connection with
the Business Combination. The undersigned agrees that the undersigned will not,
directly or indirectly, solicit any inquiries or proposals from, or enter into,
or continue any discussions, negotiations or agreements relating to the Business
Combination, merger or consolidation of AMAN with, or to the acquisition of its
voting securities by, or to the direct or indirect acquisition or disposition of
a significant amount of assets of AMAN from or to, any person other than Norwest
or vote in favor of any such proposal or transaction.
This letter agreement will automatically terminate (i) upon the termination
of the definitive Agreement to be entered into between Norwest and AMAN with
respect to the Business Combination, or (ii) if the Business Combination shall
not have been approved by the shareholders of AMAN at a meeting of such
shareholders at which the Business Combination is submitted for approval and
voted upon.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
Very truly yours,
________________________
Confirmed on the date
first above written.
NORWEST CORPORATION
By:________________
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 17, 1996 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
prospectus. Our report refers to Norwest Corporation's adoption in 1995 of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights, an amendment of
FASB Statement No. 65."
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 9, 1996
<PAGE>
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ David A. Christensen
------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Gerald J. Ford
------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Pierson M. Grieve
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Charles M. Harper
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ William A. Hodder
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Lloyd P. Johnson
--------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Reatha Clark King
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Richard M. Kovacevich
-------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Richard S. Levitt
---------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Richard D. McCormick
------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Cynthia H. Milligan
-----------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Benjamin F. Montoya
-----------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Ian M. Rolland
------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C., in connection
with the registration under the Securities Act of 1933, as amended, of up to
600,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc. and its subsidiaries, and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto said attorneys-
in-fact, and each of them, full power and authority to do and perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 23rd day of July 1996.
/s/ Michael W. Wright
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