UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: April 30, 1996
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (612) 667-1234
Item 5. Other Events.
Norwest Corporation is filing this current report on Form 8-K to
place on file with the Securities and Exchange Commission the following
description of its common stock, par value $1-2/3 per share.
DESCRIPTION OF COMMON STOCK
The following description of the common stock of Norwest Corporation is
qualified in its entirety by reference to Norwest Corporation's Restated
Certificate of Incorporation and By-Laws, as amended and in effect from
time to time, and the other exhibits filed as part of this report, all
of which are incorporated herein by reference. See Item 7.
General
Norwest Corporation ("Norwest") is authorized to issue 500,000,000
shares of common stock, par value $1-2/3 per share ("Common Stock"). As
of March 31, 1996, Norwest had issued 364,378,789 shares of Common
Stock, of which 359,087,286 shares were outstanding and 5,291,503 shares
were held as treasury shares. Norwest provides information concerning
the number of outstanding shares of Common Stock in its annual and
quarterly reports filed with the Securities and Exchange Commission (the
"Commission"). All outstanding shares of Common Stock are duly
authorized, validly issued and nonassessable. Norwest Bank Minnesota,
National Association, a subsidiary of Norwest, is the transfer agent and
registrar for shares of Common Stock.
Certain Rights of Holders of Common Stock
Voting. Each share of Common Stock entitles the holder thereof to
one vote on all matters submitted to a vote of stockholders. Holders of
Common Stock do not have any cumulative voting rights. For that reason,
holders of a majority of the shares of Common Stock entitled to vote in
any election of directors of Norwest may elect all of the directors
standing for election.
Dividends. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by Norwest's board of
directors out of funds legally available therefor, subject to (i)
preferential dividend rights of all then outstanding shares of Preferred
Stock and Preference Stock (each as defined below), (ii) certain legal
restrictions on the ability of Norwest's banking and savings association
subsidiaries to distribute funds to Norwest and (iii) such other
restrictions as may be imposed on Norwest pursuant to financing
agreements and other contracts entered into by Norwest from time to
time. See "Common Stock Dividend Restrictions" and "Other Securities
Affecting the Rights of Holders of Common Stock" below.
Assets upon Dissolution. Upon the liquidation, dissolution or
winding up of Norwest, subject to the prior rights of all then
outstanding shares of Preferred Stock and Preference Stock, holders of
Common Stock are entitled to receive ratably the assets of Norwest
available after the payment of all debts and other liabilities.
No Preemptive or Conversion Rights. Holders of Common Stock do not
have any preemptive or subscription rights to purchase additional
securities issued by Norwest or any rights to convert their shares of
Common Stock into other securities of Norwest or have their shares
redeemed by Norwest.
Preferred Share Purchase Rights. Pursuant to a rights agreement
dated November 22, 1988 (the "Rights Agreement") between Norwest and
Citibank, N.A., as rights agent (the "Rights Agent"), each share of
Common Stock outstanding as of the date of this report includes, and
each share of Common Stock hereafter issued will include, a right to
purchase a fraction of a share of Series A Junior Participating
Preferred Stock (as defined below). See "Rights Plan" below.
Common Stock Dividend Restrictions
Norwest pays dividends on Common Stock only when, as and if
declared by its board of directors. In addition to being at the
discretion of Norwest's board of directors, the payment of dividends on
Common Stock is subject to certain legal and regulatory restrictions as
described below.
State. As a corporation incorporated under the laws of the state
of Delaware, Norwest is governed by the Delaware General Corporation Law
(the "DGCL"). The DGCL allows a corporation to pay dividends only out
of surplus or, if there is no surplus, out of net profits for the fiscal
year in which declared and for the preceding fiscal year. Section 170
of the DGCL provides that dividends may not be paid out of net profits
if, after the payment of the dividend, the corporation's capital is less
than the capital represented by the outstanding stock of all classes
having a preference upon the distribution of assets.
Federal. As a bank holding company, Norwest is subject to
regulation by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). The Federal Reserve Board has issued a policy
statement which provides that bank holding companies should generally
pay dividends only out of current operating earnings.
Various federal and state statutes and regulations limit the amount
of dividends 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. Norwest also has
several state bank subsidiaries that are subject to state regulations
limiting dividends. Norwest generally provides in its annual reports
filed with the Commission information concerning the amount of dividends
Norwest could have paid at the end of the applicable year without
obtaining any regulatory approval.
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. Similar to the Federal Reserve Board, the OCC and the
Federal Deposit Insurance Corporation have issued policy statements
which provide that FDIC-insured banks should generally pay dividends
only out of current operating earnings.
Other Securities Affecting the Rights of Holders of Common Stock
General. Norwest is authorized to issue 5,000,000 shares of
preferred stock, no par value ("Preferred Stock"), and 4,000,000 shares
of preference stock, no par value ("Preference Stock"). Norwest's board
of directors is authorized to issue shares of Preferred Stock and
Preference Stock in one or more series and to fix the relative rights,
preferences, privileges and restrictions thereof, including dividend
rates, conversion rights, voting rights, terms of redemption,
liquidation preferences, and the designation of any series and the
number of shares constituting such series, all without any vote or other
action on the part of stockholders, except that holders of Preference
Stock will not be entitled to more than one vote per share. To
designate a series of Preferred Stock or Preference Stock for issuance,
Norwest files a certificate with the Delaware Secretary of State
designating the rights, preferences, privileges and restrictions of the
series (each, a "Certificate of Designations"). Norwest generally files
a copy of each Certificate of Designation as part of an annual,
quarterly or current report filed with the Commission.
As of March 31, 1996, Norwest had issued and outstanding 1,063,150
shares of Preferred Stock, consisting of 980,000 shares of Cumulative
Tracking Preferred Stock (the "Tracking Preferred Stock"), of which
25,000 were held by a subsidiary of Norwest, 12,659 shares of ESOP
Cumulative Convertible Preferred Stock (the "ESOP Preferred Stock"),
24,137 shares of 1995 ESOP Cumulative Convertible Preferred Stock (the
"1995 ESOP Preferred Stock") and 46,354 shares of 1996 ESOP Cumulative
Convertible Preferred Stock (the "1996 ESOP Preferred Stock"). Norwest
had not issued any shares of Preference Stock as of March 31, 1996.
Norwest generally provides information concerning the number of
outstanding shares of Preferred Stock and Preference Stock, if any, in
its consolidated financial statements (including the notes related
thereto) included in its annual and quarterly reports filed with the
Commission. Certain rights of holders of Common Stock are subject to,
and may be adversely affected by, the rights of holders of shares of
Preferred Stock and Preference Stock then outstanding.
Norwest's board of directors has designated 1,250,000 shares of
Preferred Stock for issuance as Series A Junior Participating Preferred
Stock pursuant to the Rights Agreement. See "Rights Plan" below.
The ability of Norwest's board of directors to issue shares of
Preferred Stock or Preference Stock, although providing flexibility in
connection with possible acquisitions and other corporate purposes,
could have the effect of making it more difficult for a third party to
acquire, or discouraging a third party from acquiring, a majority of the
outstanding voting stock of Norwest. For a discussion of other
provisions of Norwest's Restated Certificate of Incorporation that may
delay, deter or prevent a tender offer or other takeover attempt, see
"Rights Plan" below.
Outstanding Preferred Stock. The following discussion of certain
rights and limitations of each outstanding series of Preferred Stock is
qualified in its entirety by reference to the Certificate of
Designations for such series filed as an exhibit hereto and incorporated
herein by reference.
Tracking Preferred Stock. The Tracking Preferred Stock has a
stated value of $200.00 per share. The holders of the Tracking
Preferred Stock are also collectively the assignees of Norwest's entire
beneficial ownership interest in Class A preferred limited liability
company interests (the "Class A Preferred Securities") of Residential
Home Mortgage, L.L.C. (the "Limited Liability Company").
The Tracking Preferred Stock provides for cumulative annual
cash dividends per share of Tracking Preferred Stock equal to the
product of the Dividend Rate (as defined in the Certificate of
Designations for the Tracking Preferred Stock) and $200.00 payable
quarterly. The Dividend Rate is currently 9.3% and will be reset on
January 1, 2000 and on January 1 of each fifth year thereafter as
described in the Certificate of Designations for the Tracking Preferred
Stock. The Tracking Preferred Stock also provides for certain
additional cash distributions that are based upon the results of
operations of the Limited Liability Company, payable on December 31,
1999 and on December 31 of each fifth year thereafter. The terms of the
Tracking Preferred Stock provide that the amount of certain dividends
distributed or distributions paid to the holders of Tracking Preferred
Stock as assignees of Norwest's interest in the Class A Preferred
Securities of the Limited Liability Company will reduce dollar for
dollar, respectively, the dividends and distributions to which the
holders of the Tracking Preferred Stock would otherwise be entitled
pursuant to the terms of the Certificate of Designations for the
Tracking Preferred Stock.
The Tracking Preferred Stock is subject to redemption, in
whole or in part, at the option of Norwest, at a per share price equal
to the greater of (i) $200.00 per share, plus accrued and unpaid
dividends thereon to the date fixed for redemption, and (ii) the Fair
Market Value of a Per Share Tracking Interest in the Limited Liability
Company (as defined in the Certificate of Designations for the Tracking
Preferred Stock). Subject to certain exceptions set forth in the
Certificate of Designations for the Tracking Preferred Stock, the
Tracking Preferred Stock is not subject to redemption prior to December
31, 1999. Any redemption payments received by a holder of Tracking
Preferred Stock as an assignee of Norwest's interest in Class A
Preferred Securities of the Limited Liability Company will reduce dollar
for dollar the amount of redemption payments to which the holders of
Tracking Preferred Stock would otherwise be entitled pursuant to the
terms of the Certificate of Designations for the Tracking Preferred
Stock.
In the event of voluntary or involuntary liquidation,
dissolution or winding up of Norwest, the holders of Tracking Preferred
Stock are entitled to receive out of the assets of Norwest available for
distribution to stockholders, before any distribution of assets is made
to the holders of Common Stock, a per share amount equal to the greater
of (i) $200.00 per share, plus accrued and unpaid dividends to the date
of final distribution, and (ii) the Fair Market Value of a Per Share
Tracking Interest in the Limited Liability Company. Any liquidation
payments received by a holder of Tracking Preferred Stock as an assignee
of Norwest's interest in Class A Preferred Securities of the Limited
Liability Company will reduce dollar for dollar the amount to which the
holders of the Tracking Preferred Stock would otherwise be entitled
pursuant to the terms of the Certificate of Designations for the
Tracking Preferred Stock, provided that no such reduction shall result
from a payment made prior to December 31, 1999 in connection with the
voluntary dissolution of the Limited Liability Company.
Except as required by law and other than in certain limited
circumstances, the holders of Tracking Preferred Stock are not entitled
to vote. The Tracking Preferred Stock does not have preemptive rights
and is not subject to any sinking fund or other obligation of Norwest to
repurchase or redeem the Tracking Preferred Stock.
ESOP Preferred Stock. The ESOP Preferred Stock has a stated
value of $1,000.00 per share. The ESOP Preferred Stock provides for
cumulative quarterly dividends at the rate of 9% per annum calculated as
a percentage of stated value. All outstanding shares of ESOP Preferred
Stock are held of record by a trustee acting on behalf of the Norwest
Corporation Savings Investment Plan and Master Savings Trust, or any
successor to such plan (the "Savings Investment Plan"). The ESOP
Preferred Stock is subject to redemption, in whole or in part, at the
option of Norwest at a price equal to the higher of (i) $1,000.00 per
share, plus accrued and unpaid dividends thereon to the date fixed for
redemption, and (ii) the Fair Market Value (as defined in the
Certificate of Designations for the ESOP Preferred Stock) per share of
ESOP Preferred Stock on the date fixed for redemption.
The ESOP Preferred Stock is mandatorily convertible, without
any further action on the part of Norwest or the holder thereof, into
Common Stock at the then applicable Conversion Price (as defined in the
Certificate of Designations for the ESOP Preferred Stock) when (i) the
ESOP Preferred Stock is released from the unallocated reserve of the
Savings Investment Plan in accordance with the terms thereof, or (ii)
when record ownership of the shares of ESOP Preferred Stock is
transferred to any person other than a successor trustee under the
Savings Investment Plan. In addition, a holder of ESOP Preferred Stock
is entitled, at any time prior to the date fixed for redemption, to
convert shares of ESOP Preferred Stock held by such holder into shares
of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation,
dissolution or winding up of Norwest, the holders of ESOP Preferred
Stock are entitled to receive out of the assets of Norwest available for
distribution to stockholders, before any distribution of assets is made
to holders of Common Stock, $1,000.00 per share, plus accrued and unpaid
dividends. Except as required by law and other than in certain limited
circumstances, the holders of ESOP Preferred Stock are not entitled to
vote. The ESOP Preferred Stock does not have preemptive rights and is
not subject to any sinking fund or other obligation of Norwest to
repurchase or redeem the ESOP Preferred Stock.
1995 ESOP Preferred Stock. The 1995 ESOP Preferred Stock has
a stated value of $1,000.00 per share. The 1995 ESOP Preferred Stock
provides for cumulative quarterly dividends at the rate of 10% per annum
calculated as a percentage of stated value. All outstanding shares of
1995 ESOP Preferred Stock are held of record by a trustee acting on
behalf of the Savings Investment Plan. The 1995 ESOP Preferred stock is
subject to redemption, in whole or in part, at the option of Norwest at
a price equal to the higher of (i) $1,000.00 per share, plus accrued and
unpaid dividends thereon to the date fixed for redemption, and (ii) the
Fair Market Value (as defined in the Certificate of Designations for the
1995 ESOP Preferred Stock) per share of 1995 ESOP Preferred Stock on the
date fixed for redemption.
The ESOP Preferred Stock is mandatorily convertible, without
any further action on the part of Norwest or the holder thereof, into
Common Stock at the then applicable Conversion Price (as defined in the
Certificate of Designations for the 1995 ESOP Preferred Stock) when (i)
the 1995 ESOP Preferred Stock is released from the unallocated reserve
of the Savings Investment Plan in accordance with the terms thereof, or
(ii) when a record ownership of the shares of 1995 ESOP Preferred Stock
is transferred to any person other than a successor or trustee under the
Savings Investment Plan. In addition, a holder of 1995 ESOP Preferred
Stock is entitled, at any time prior to the date fixed for redemption,
to convert shares of 1995 ESOP Preferred Stock held by such holder into
shares of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation,
dissolution or winding up of Norwest, the holders of 1995 ESOP Preferred
Stock are entitled to receive out of the assets of Norwest available for
distribution to stockholders, before any distribution of assets is made
to holders of Common Stock, $1,000.00 per share, plus accrued and unpaid
dividends. Except as required by law and other than in certain limited
circumstances, the holders of 1995 ESOP Preferred Stock are not entitled
to vote. The 1995 ESOP Preferred Stock does not have preemptive rights
and is not subject to any sinking fund or other obligations of Norwest
to repurchase or redeem the 1995 ESOP Preferred Stock.
1996 ESOP Cumulative Convertible Preferred Stock. The 1996
ESOP Preferred Stock has a stated value of $1,000.00 per share. The
1996 ESOP Preferred Stock provides for cumulative quarterly dividends at
the rate of $85.00, $90.00 or $95.00 per annum based on the Current
Market Price (as defined in the Certificate of Designations for the 1996
ESOP Preferred Stock) of one share of Common Stock as of a fixed trading
date. All outstanding shares of 1996 ESOP Preferred Stock are held of
record by a trustee acting on behalf of the Savings Investment Plan.
The 1996 ESOP Preferred Stock is subject to redemption, in whole or in
part, at the option of Norwest at a price equal to the higher of (i)
$1,000.00 per share, plus accrued and unpaid dividends thereon to the
date fixed for redemption, and (ii) the Fair Market Value (as defined in
the Certificate of Designations for the 1996 ESOP Preferred Stock) per
share of 1996 ESOP Preferred Stock on the date fixed for redemption.
The ESOP Preferred Stock is mandatorily convertible, without
any further action on the part of Norwest or the holder thereof, into
Common Stock at the applicable Conversion Price (as defined in the
Certificate of Designations for the 1996 ESOP Preferred Stock) when (i)
the 1996 ESOP Preferred Stock is released from the unallocated reserve
of the Savings Investment Plan in accordance with the terms thereof, or
(ii) when record ownership of the shares of 1996 ESOP Preferred Stock is
transferred to any person other than a successor trustee under the
Savings Investment Plan. In addition, a holder of 1996 ESOP Preferred
Stock is entitled, at any time prior to the date fixed for redemption,
to convert shares of 1996 ESOP Preferred Stock held by such holder into
shares of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation,
dissolution or winding up of Norwest, the holders of 1996 ESOP Preferred
Stock are entitled to receive out of the assets of Norwest available for
distribution to stockholders, before any distribution of assets is made
to holders of Common Stock, $1,000.00 per share, plus accrued and unpaid
dividends. Except as required by law and other than in certain limited
circumstances, the holders of 1996 ESOP Preferred Stock are not entitled
to vote. The 1996 ESOP Preferred Stock does not have preemptive rights
and is not subject to any sinking fund or other obligation of Norwest to
repurchase or redeem the 1996 ESOP Preferred Stock.
Rights Plan
The following summary description of Norwest's Rights Plan is
qualified in its entirety by reference to the Rights Agreement
(including as Exhibit A thereto the form of Certificate of Designation
of Powers, Preferences and Rights setting for the terms of the Series A
Junior Participating Preferred Stock) and to the Certificates of
Adjustment delivered by Norwest to the Rights Agent on July 21, 1989 and
June 28, 1993, respectively. The Rights Agreement and the Certificates
of Adjustment have been filed as exhibits hereto and are incorporated
herein by reference.
General. Norwest has in effect a rights plan (the "Rights Plan")
pursuant to which each share of Common Stock outstanding as of the date
of this report has, and each share of Common Stock hereafter issued will
have, attached to it one Preferred Stock purchase right (a "Right")
entitling the holder thereof to purchase a fraction of a share of Series
A Junior Participating Preferred Stock ("Junior Preferred Stock"). The
Rights are exercisable only upon the occurrence of certain specified
events as described below. All rights expire November 23, 1998, unless
earlier exercised by the holders thereof or redeemed or extended by
Norwest. Until exercised, the Rights in and of themselves do not confer
any rights on their holders as stockholders of Norwest, including but
not limited to the right to vote or receive dividends. Subject to
certain limited exceptions, Norwest's board of directors may amend or
otherwise modify the provisions of the Rights and the Rights Plan
without any vote or other action on the part of the holders of the
Rights.
Events Triggering Exercise of the Rights; Certain Rights. The
Rights are exercisable only if a person or group acquires or announces
an offer to acquire 25% or more (the "Triggering Percentage") of the
outstanding shares of Common Stock. Norwest's board of directors may,
without any vote or other action on the part of stockholders, reduce the
Triggering Percentage to no less than 15% at any time prior to the
Rights becoming exercisable. The Rights have certain rights that will
be triggered only upon the occurrence of specified events:
(a) If a person or group acquires at least the Triggering
Percentage of Common Stock, the Rights permit the
holders thereof, other than such person or group, to
acquire shares of Common Stock at 50% of such shares'
market value at the time. This feature will not apply,
however, if a person or group that owns less than the
Triggering Percentage acquires at least 85% of the
outstanding shares of Common Stock pursuant to a cash
tender offer for 100% of the outstanding shares of
Common Stock.
(b) After a person or group acquires at least the Triggering
Percentage of Common Stock but before such person or
group acquires 50% of the outstanding shares of Common
Stock, Norwest's board of directors may exchange each
Right, other than Rights owned by such acquiror, for one
share of Common Stock or one four-hundredth of a share
of Junior Preferred Stock, subject to adjustment.
(c) In the event of certain business combinations involving
Norwest or the sale of 50% or more of the assets or
earning power of Norwest, the Rights permit the holders
thereof to purchase the stock of the acquiror at 50% of
such shares' market value.
Rights of Junior Preferred Shares. Shares of Junior Preferred
Stock issuable upon exercise of the Rights will rank junior to all
outstanding shares of any other series of Preferred Stock and Preference
Stock. Each share of Junior Preferred Stock will have 400 votes, voting
together with shares of Common Stock. Subject to the rights of holders
of Norwest's senior securities, each Junior Preferred Share will be
entitled to a preferential cumulative quarterly dividend payment equal
to the greater of $1.00 per share or, subject to certain adjustments,
400 times the dividend declared per share of Common Stock. In the event
of a merger, consolidation or other transaction in which Common stock is
exchanged, subject to the rights of holders of Norwest's senior
securities, each share of Junior Preferred Stock will be entitled to
receive 400 times the amount received per share of Common Stock. In the
event of a liquidation of Norwest, subject to the rights of holders of
Norwest's senior securities, the holders of the Junior Preferred Shares
will be entitled to a preferential liquidation payment equal to the
greater of $400 per share plus accrued and unpaid dividends or 400 times
the payment made per share of Common Stock. The Junior Preferred Shares
will not be redeemable. The rights of the Junior Preferred Shares are
protected by customary antidilution provisions.
Exercise Price; Shares of Junior Preferred Share Issuable. As of
the date of this report, once exercisable each Right entitles the holder
thereof to purchase one four-hundredth of a share of Junior Preferred
Stock at a price of $175 per one one-hundredth of a share of Junior
Preferred Stock.
Redemption of Rights. Norwest's board of directors may redeem the
Rights in whole, but not in part, at a price of $.0025 per Right (the
"Redemption Price") at any time prior to the acquisition by a person or
group of at least the Triggering Percentage of the outstanding shares of
Common Stock. The board of directors may effect the redemption at such
time, upon such terms and subject to such conditions as the board of
directors in its sole discretion may deem necessary or advisable.
Immediately upon redemption of the Rights, all rights of the holders
thereof (including the right to exercise the Rights) will terminate
except for the right to receive the Redemption Price.
Certain Adjustments. The purchase price per share of Junior
Preferred Stock is subject to adjustment from time to time upon the
occurrence of certain events, including the issuance of stock dividends
on the Junior Preferred Stock and the issuance of warrants for, or
securities convertible on certain terms into, shares of Junior Preferred
Stock. The number of Rights outstanding, the number of shares of Junior
Preferred Stock issuable upon exercise of the Rights, and the Redemption
Price are subject to adjustment from time to time in the event of a
stock split of, or a stock dividend on, Common Stock. In accordance
with the provisions of the Rights Agreement, Norwest delivers a
certificate of adjustment (each, a "Certificate of Adjustment") to the
Rights Agent to reflect any adjustments required under the Rights
Agreement. Norwest generally files a copy of each Certificate of
Adjustment as part of an annual, quarterly or current report filed with
the Commission.
Antitakeover Effect. The operation of the Rights Plan will result
in immediate substantial dilution to any person or group that acquires
the Triggering Percentage of Common Stock without approval of Norwest's
board of directors. For that reason, the existence of the Rights Plan
may have the effect of delaying, deterring or preventing a takeover of
Norwest.
Future Sales of Capital Stock
Pursuant to registration statements filed with the Commission,
Norwest has and will continue to have registered under the Securities
Act of 1933, as amended, an indeterminate number of securities (the
"Shelf Securities"), which Norwest may issue from time to time as, among
other securities, Preferred Stock or Preference Stock or securities
convertible into or exercisable for Common Stock, Preferred Stock or
Preference Stock. As of April 25, 1996, Norwest had available for
issuance Shelf Securities having an aggregate initial public offering
price of approximately $6.05 billion. Norwest's board of directors may
issue the Shelf Securities at any time and from time to time without any
vote or other action on the part of stockholders.
No prediction can be made as to the effect, if any, that future
sales of shares of Norwest's capital stock will have on the market price
of the Norwest Common Stock prevailing from time to time. Sales of
substantial amounts of capital stock in the public market, or the
perception that such sales could occur, could adversely affect the
prevailing market price of Norwest Common Stock. Future sales of
Norwest's capital stock may result in dilution to existing stockholders.
In addition, because certain rights of the holders of Common Stock are
subject to the rights of the holders of each series of Preferred Stock
and Preference Stock then outstanding, the issuance after the date of
this report of shares of Preferred Stock or Preference Stock will
further limit such rights.
Item 7. 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 (File No. 1-2979)).
3.2 By-Laws, as amended (incorporated by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1991).
4.1 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 (File No. 1-2979)).
4.2 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 (File
No. 1-2979)).
4.3 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 (File No. 1-2979)).
4.4 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 March
13, 1996 (File No. 1-2979)).
4.5 Rights Agreement dated November 22, 1988 between
Norwest Corporation and Citibank, N.A., including
as Exhibit A thereto the form of Certificate of
Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior
Participating Preferred Stock (incorporated by
reference to Exhibit 1 to Norwest's Form 8-A
filed on December 6, 1988 (File No. 1-2979)).
4.6 Certificate of Adjustment, dated July 21, 1989,
to Rights Agreement (incorporated by reference to
Exhibit 3 to Norwest's Form 8 dated July 21, 1989
(File No. 1-2979)).
4.7 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 (File No. 1-2979)).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
April 30, 1996 By: /s/ Michael A. Graf
Michael A. Graf
EXHIBIT INDEX
Exhibit
Number Description
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 (File No. 1-2979)).
3.2 By-Laws, as amended (incorporated by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1991)
4.1 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 (File No. 1-
2979)).
4.2 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 (File No. 1-2979)).
4.3 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 (File No. 1-2979)).
4.4 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 March
13, 1996 (File No. 1-2979)).
4.5 Rights Agreement dated November 22, 1988 between
Norwest Corporation and Citibank, N.A., including
as Exhibit A thereto the form of Certificate of
Designation of Powers, Preferences and Rights
setting forth the terms of the Series A Junior
Participating Preferred Stock (incorporated by
reference to Exhibit 1 to Norwest's Form 8-A filed
on December 6, 1988 (File No. 1-2979)).
4.6 Certificate of Adjustment, dated July 21, 1989, to
Rights Agreement (incorporated by reference to
Exhibit 3 to Norwest's Form 8 dated July 21, 1989
(File No. 1-2979)).
4.7 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 (File No. 1-2979)).
