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As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 5,000,000 $33.00(2) $165,000,000 $56,896
$1-2/3 per share)(1) Shares
==========================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
----------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The shares of common stock registered hereby may be offered for resale by
persons who receive such shares from the registrant in acquisitions or upon
issuance of warrants, options, convertible debentures and other similar
securities issued by the registrant in acquisitions.
================================================================================
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Cross Reference Sheet
Pursuant to Regulation S-K, Item 501(b)
Form S-4 Item Prospectus Heading
------------- ------------------
1. Forepart of Registration Statement Outside Front Cover Page
and Outside Front Cover Page of of Prospectus
Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover and
Pages of Prospectus Outside Back Cover Page
of Prospectus;
Available Information;
Incorporation of Certain
Documents by Reference
3. Risk Factors, Ratio of Earnings to Fixed Outside Front Cover Page;
Charges and Other Information Norwest; Incorporation
of Certain Documents by
Reference; Certain
Regulatory Considerations;
Selected Consolidated
Financial Data
4. Terms of the Transaction *
5. Pro Forma Financial Information *
6. Material Contracts with the Company *
Being Acquired
7. Additional Information Required for *
Reoffering by Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts and Counsel Experts
9. Disclosure of Commission Position on **
Indemnification for Securities Act
Liabilities
10. Information with Respect to S-3 Registrants Norwest; Incorporation
of Certain Documents by
Reference; Certain
Regulatory Considerations;
Selected Consolidated
Financial Data
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Form S-4 Item Prospectus Heading
------------- ------------------
11. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference;
Management of Norwest and
Additional Information
12. Information with Respect to S-2 or **
S-3 Registrants
13. Incorporation of Certain Documents **
by Reference
14. Information with Respect to **
Registrants Other Than S-2 or S-3
Registrants
15. Information with Respect to S-3 **
Companies
16. Information with Respect to **
S-2 or S-3 Companies
17. Information with Respect to Companies *
Other Than S-2 or S-3 Companies
18. Information If Proxies, Consents *
or Authorizations Are to Be Solicited
19. Information If Proxies, Consents, or *
Authorizations Are Not to Be Solicited
in an Exchange Offer
- ---------------------------
* Item is omitted at this time because it is not applicable with respect to
this filing of the Registration Statement. Item will be included in one or
more post-effective amendments under certain circumstances.
** Item is omitted because answer is negative or item is not applicable.
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PROSPECTUS
[Logo for Norwest Corporation]
SHARES OF COMMON STOCK
This Prospectus relates to 5,000,000 shares (the "Shares") of the common
stock, par value $1-2/3 per share ("Common Stock"), of Norwest Corporation, a
Delaware corporation ("Norwest"). Norwest may offer and issue Shares from time
to time in connection with acquisitions by Norwest or its subsidiaries of the
assets or securities of financial institutions and other businesses in which
bank holding companies and their subsidiaries can engage. Norwest may also issue
Shares upon exercise of warrants, options, convertible notes or other similar
instruments issued or assumed by Norwest from time to time in connection with
such acquisitions.
Norwest's management anticipates that the terms of acquisitions involving
the issuance of Shares will be determined by direct negotiations with the owners
or controlling persons of the businesses being acquired and that any Shares
issued in the acquisitions will be valued at prices reasonably related to quoted
market prices for the Common Stock reported as of one or more times during the
period beginning on the date the terms of the acquisition are agreed upon and
ending on the date the Shares are issued and delivered. No underwriting
discounts or commissions will be paid, although finders' fees may be paid from
time to time in connection with certain acquisitions. Any person receiving
finders' fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is traded on the New York Stock Exchange ("NYSE") and the
Chicago Stock Exchange under the symbol "NOB." The closing price of Common Stock
as of __________, 1996 (as reported on the NYSE composite tape) was $____ per
share. Current market quotations are listed in The Wall Street Journal and many
other newspapers of general circulation.
Norwest and its banking and savings association subsidiaries are subject to
a variety of federal and state banking statutes, regulations and guidelines,
many of which materially affect or have the potential to materially affect
Norwest's business and financial condition, including but not limited to
restricting its ability to pay dividends on the Common Stock. see "Certain
Regulatory Considerations."
_________________________
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.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY OR INSTRUMENTALITY.
________________________
The date of the Prospectus is __________, 1996.
<PAGE>
This prospectus incorporates by reference documents that are not presented
herein or delivered herewith. Norwest will provide without charge to each person
(including any beneficial owner) to whom this Prospectus is delivered of these
documents (excluding certain exhibits) upon request directed to the Secretary,
Norwest Corporation, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-1026, telephone (612) 667-8655. To ensure timely delivery of the
documents, any such request should be received by Norwest at least five business
days prior to the date by which the final investment decision is to be made.
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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, DC 20549 and at the regional offices of the Commission located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials 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 concerning Norwest also
may be inspected at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005 and at the offices of the Chicago Stock
Exchange at One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605.
Additional information concerning Norwest and the Shares is contained in
the registration statement relating to the Shares (including exhibits, the
"Registration Statement") filed with the Commission under the Securities Act.
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 Shares.
Statements contained herein concerning the provisions of certain documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Norwest (File No.
1-2979) pursuant to the Exchange Act are incorporated by reference in this
Prospectus: (i) Norwest's annual report on Form 10-K for the year ended December
31, 1995; (ii) Norwest's quarterly report on Form 10-Q for the quarter ended
March 31, 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
and April 17, 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.
All documents filed by Norwest with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment that indicates all Shares have
been issued or that deregisters all remaining unissued Shares shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
such filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 that also is, or is deemed to be, incorporated
by reference herein 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.
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NORWEST
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, commercial 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 regularly explores opportunities for acquisitions of financial
institutions and related businesses. Norwest's management generally does not
publicly announce an acquisition until a definitive agreement has been signed.
Norwest generally provides information concerning the aggregate asset value of,
and the aggregate consideration anticipated to be paid for, its pending
acquisitions in its annual and quarterly reports filed with the Commission and
incorporated herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota, 55479-1000; its telephone number is (612)
667-1234. Unless the context requires otherwise, the term "Norwest" refers to
Norwest Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that Norwest may issue
from time to time in connection with acquisitions by Norwest or one or more of
its subsidiaries or that Norwest may issue upon exercise of warrants, options,
convertible notes and other similar instruments issued or assumed by Norwest
from time to time in connection with acquisitions. Norwest will receive no
proceeds from this offering other than the value of the assets and securities
acquired by Norwest in the acquisitions.
CERTAIN REGULATORY CONSIDERATIONS
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"), and deposits attributable to certain of Norwest's
savings associations are insured by the Savings Association Insurance Fund (the
"SAIF"). For that reason, such 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
Federal Reserve Board as it attempts to control the money supply and credit
availability in order to influence the economy.
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Dividend Restrictions
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency (the "OCC") is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulation, for that year combined with its retained net
profits for the preceding two years less any required transfers to surplus or a
fund for the retirement of any preferred stock. In addition, a national bank may
not pay a dividend in an amount greater than its net profits then on hand after
deducting its losses and bad debts. For this purpose, bad debts are defined to
include, generally, loans which have matured and are in arrears with respect to
interest by six months or more, other than such loans that are well secured and
in the process of collection. Under these provisions Norwest's national bank
subsidiaries could have declared, as of March 31, 1996, aggregate dividends of
at least $132.6 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
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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 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 March
31, 1996, Norwest's Tier 1 and total capital (the sum of Tier 1 and Tier 2
capital) to risk-adjusted assets ratios were 8.21% and 10.25%, respectively, and
Norwest's leverage ratio was 5.96%. Neither Norwest nor any subsidiary bank has
been advised by the appropriate federal regulatory agency of any specific
leverage ratio applicable to it.
As a result of a federal law enacted in 1991 that required each federal
banking agency to revise its risk-based capital standards to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risks of nontraditional activities, each of the federal banking
agencies has revised the risk-based capital guidelines described above to take
account of concentration of credit risk and risk of nontraditional activities.
In addition, the Federal Reserve Board, the FDIC and the OCC recently adopted a
new rule that amends, effective September 1, 1995, the capital standards to
include explicitly a bank's exposure to declines in the economic value of its
capital due to changes in interest rates as a factor to be considered in
evaluating a bank's interest rate exposure. Such agencies have issued for
comment a joint policy statement that describes the process to be used to
measure and assess the exposure of a bank's net economic value to changes in
interest rates. These agencies have indicated that in the second step of this
regulation process they intend to issue a proposed rule that would propose to
establish an explicit minimum capital charge for interest rate risk based on the
level of a bank's measured interest rate exposure. The agencies intend to
implement the second step after the agencies and the banking industry have had
more experience with the proposed supervisory and measurement process. Norwest
does not believe that these recent proposals and 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 (the
"FDIA") 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 Federal
Deposit Insurance Corporation (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
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capitalized if its meets all of its minimum capital requirements as described
above. An insured depository institution will be considered undercapitalized if
it fails to meet any minimum required measure, significantly undercapitalized if
it has a risk-adjusted total capital ratio of less than 6%, risk-adjusted Tier 1
capital ratio of less than 3% or a leverage ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity equal to at
least 2% of total assets. An insured depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a wide
range of limitations on operations and activities, including growth limitations,
and are required to submit a capital restoration plan. The federal banking
agencies may not accept a capital plan without determining, among other things,
that the plan is based on realistic assumptions and is likely to succeed in
restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions are subject to the appointment of a receiver or
conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that each federal
banking agency prescribe standards, by regulation or guideline, for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset quality, earnings, stock valuation, and such other
operational and managerial standards as the agency deems appropriate. The FDIC,
in consultation with the other federal banking agencies, has adopted a final
rule and guidelines with respect to internal and external audit procedures and
internal controls in order to implement those provisions of FDICIA intended to
facilitate the early identification of problems in financial management of
depository institutions. On July 10, 1995, the federal banking agencies
published the final rules implementing three of the safety and soundness
standards required by FDICIA, including operational and managerial standards,
asset quality and earnings standards, and compensation standards. The impact of
such standards on Norwest has not yet been fully determined, but management does
not believe it 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
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the FDIC. A bank that cannot receive brokered deposits also cannot offer "pass-
through" insurance on certain employee benefit accounts, unless it provides
certain notices to affected depositors. In addition, a bank that is adequately
capitalized and that has not received a waiver from the FDIC may not pay an
interest rate on any deposits in excess of 75 basis points over certain
prevailing market rates. There are no such restrictions on a bank that is well
capitalized.
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 FDIA, claims of holders of domestic deposits and certain claims
of administrative expenses and employee compensation against an FDIC-insured
depository institution have
8
<PAGE>
priority over other general unsecured claims against the institution in the
"liquidation or other resolution" of the institution by a receiver.
9
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain selected historical consolidated
financial information for Norwest. The income statement and balance sheet data
for Norwest included in the selected consolidated financial data for each of the
five years in the period ended December 31, 1995 are derived from the audited
consolidated financial statements of Norwest for such five-year period. The
selected financial data for the three-month periods ended March 31, 1996 and
1995 are derived from the unaudited consolidated financial statements of Norwest
for such periods. All financial data derived from unaudited financial statements
reflect, in the opinion of Norwest's management, all adjustments (consisting of
only normal recurring adjustments) necessary for a fair presentation of such
data. Results for the three-month period ended March 31, 1996 are not
necessarily indicative of the results that may be expected for any other interim
period or for the year as a whole. The data set forth in the table should be
read in conjunction with the consolidated financial statements of Norwest, and
the related notes thereto, incorporated herein by reference. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1996 YEARS ENDED DECEMBER 31
--------------------- -----------------------------------------------------
1996 1995 1995 1994 1993(1) 1992(2) 1991
----- ---- ---- ---- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
(In millions except per share amounts)
INCOME STATEMENT DATA
Interest income $ 1,524.0 1,288.0 5,717.3 4,393.7 3,946.3 3,806.4 4,025.9
Interest expense 633.2 544.3 2,488.0 1,590.1 1,442.9 1,610.6 2,150.3
--------- -------- -------- -------- -------- -------- -------
Net interest income 890.8 743.7 3,269.3 2,803.6 2,503.4 2,195.8 1,875.6
Provision for credit 87.8 55.3 312.4 164.9 158.2 270.8 406.4
losses
Non-interest income 555.1 394.8 1,865.0 1,638.3 1,585.0 1,273.7 1,064.0
Non-interest expenses 945.5 759.2 3,399.1 3,096.4 3,050.4 2,553.1 2,041.5
--------- -------- -------- -------- -------- ------- -------
Income before 412.6 324.0 1,422.8 1,180.6 879.8 645.6 491.7
income taxes
Income tax expense 141.2 107.2 466.8 380.2 266.7 175.6 73.4
--------- -------- -------- -------- -------- ------- -------
Income before cumulative
effect of a change in
accounting method 271.4 216.8 956.0 800.4 613.1 470.0 418.3
Cumulative effect on
years prior to 1992 of
change in accounting method -- -- -- -- -- (76.0) --
--------- -------- -------- -------- -------- ------- -------
Net income 271.4 216.8 956.0 800.4 613.1 394.0 418.3
========= ======== ======== ======== ======== ======= =======
PER COMMON SHARE DATA
Net income per share:
Primary:
Before cumulative
effect of a change in
accounting method 0.74 0.66 2.76 2.45 1.89 1.44 1.33
Cumulative effect on
years prior to 1992 in
accounting method -- -- -- -- -- (0.25) --
--------- --------- -------- ------- ------- -------- -------
Net income 0.74 0.66 2.76 2.45 1.89 1.19 1.33
========= ======== ======== ======== ======= ======== =======
Fully diluted:
Before cumulative
effect of a change
in accounting method 0.74 0.65 2.73 2.41 1.86 1.42 1.32
Cumulative effect on
years prior to 1992
of change in accounting
method -- -- -- -- -- (0.23) --
--------- -------- -------- -------- ------- ------- -------
Net income 0.74 0.65 2.73 2.41 1.86 1.19 1.32
========= ======== ======== ======== ======= ======== =======
Dividends declared per
common share 0.240 0.210 0.900 0.765 0.640 0.540 0.470
BALANCE SHEET DATA
At period end:
Total assets 73,942.1 61,845.1 72,134.4 59,315.9 54,665.0 50,037.0 45,974.5
Long-term debt 14,336.2 10,886.9 13,676.8 9,186.3 6,850.9 4,553.2 3,686.6
Total stockholders' 5,446.5 4,387.5 5,312.1 3,846.4 3,760.9 3,371.8 3,192.3
equity
</TABLE>
10
<PAGE>
(1) On January 14, 1994, First United Bank Group, Inc. ("First United"), a
$3.9 billion bank holding company headquartered in Albuquerque, New
Mexico, was acquired in a pooling of interests transaction. Norwest's
historical results have been restated to include the historical
results of First United. Appropriate Norwest items reflect an increase
in First United's provision for credit losses of $16.5 million to
conform with Norwest's credit loss reserve practices and methods and
$83.2 million in charges for merger-related expenses, including
termination costs, systems and operations costs, and investment
banking, legal, and accounting expenses.
(2) On February 9, 1993, Lincoln Financial Corporation ("Lincoln"), a $2.0
billion bank holding company headquartered in Fort Wayne, Indiana, was
acquired in a pooling of interests transaction. Norwest's historical
results have been restated to include the historical results of
Lincoln. Appropriate Norwest items reflect an increase in Lincoln's
provision for credit losses of $60.0 million and $33.5 million in
Lincoln's provisions and expenditures for costs related to
restructuring activities.
11
<PAGE>
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.
MANAGEMENT OF NORWEST AND ADDITIONAL INFORMATION
Certain information relating to executive compensation, voting securities
and the principal holders thereof, certain relationships and related
transactions, and other related matters concerning Norwest is included or
incorporated by reference in Norwest's annual report on Form 10-K filed with the
Commission and incorporated herein by reference. A copy of Norwest's most recent
annual report on Form 10-K can be obtained by contacting Norwest at the address
or phone number indicated under "AVAILABLE INFORMATION."
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 Norwest's Restated
Certificate of Incorporation provides for broad indemnification of directors
and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits: Parenthetical references to exhibits in the description of Exhibits
3.1, 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.2, 4.1 and 4.2 below 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.
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 Designations with respect to the 1 996 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 -- 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 -- Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A dated December 6, 1988).
4.1 -- 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).
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, counsel to Norwest.
23.1 -- Consent of Stanley S. Stroup (included as part of Exhibit 5 filed
herewith).
<PAGE>
23.3 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
ITEM 22. 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.
(c) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons
<PAGE>
who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) 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.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
posteffective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on July 16, 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, the
Registration Statement has been signed on July 16, 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 ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH)
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
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 persons.
/s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description* Filing
- ------ ------------ -------
<S> <C> <C>
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 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 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 Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to Exhibit 1
to Norwest's Form 8-A dated December 6, 1988).
4.1 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).
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, counsel to Norwest. Electronic
Transmission
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Form of
Number Description* Filing
- ------ ------------ -------
<S> <C> <C>
23.1 Consent of Stanley S. Stroup (included as part of Exhibit 5 filed herewith).
23.2 Consent of KPMG Peat Marwick LLP. Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
</TABLE>
________________________
* Parenthetical references to exhibits in the description of Exhibits 3.1,
3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.2, 4.1 and 4.2 are incorporated by reference
from such exhibits to the indicated reports of Norwest filed with the SEC
under File No. 1-2979.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF STANLEY S. STROUP]
July 16, 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 up to 5,000,000 shares of the common stock, par value
$1-2/3 per share (the "Shares"), of Norwest Corporation, a Delaware corporation
(the "Corporation"), which may be issued by the Corporation from time to time in
connection with one or more acquisitions, I have examined such corporate records
and other documents, including the Registration Statement on Form S-4 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. The Corporation is a corporation duly organized and existing under the
laws of the State of Delaware.
2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance of the Shares, and, when issued as described in
the Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.
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
<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
July 15, 1996
Minneapolis, Minnesota
<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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ David A. Christensen
------------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Gerald J. Ford
------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Pierson M. Grieve
---------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Charles M. Harper
---------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ William A. Hodder
---------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Lloyd P. Johnson
--------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Reatha Clark King
---------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Richard M. Kovacevich
-------------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Richard S. Levitt
---------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Richard D. McCormick
--------------------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Cynthia H. Milligan
-------------------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Ian M. Rolland
----------------------------
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 LLOYD P. JOHNSON, RICHARD M. KOVACEVICH, JOHN T.
THORNTON, STANLEY S. STROUP 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-4 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 5,000,000 shares of Common Stock of the Corporation which may be issued
from time to time in connection with one or more acquisitions, 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 26th day of July, 1994.
/s/ Michael W. Wright
---------------------------------
Michael W. Wright
