<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-02485
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POSTEFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6711 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1293
(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 Copy to:
Norwest Corporation Robert J. Kaukol
Norwest Center Norwest Corporation
Sixth and Marquette Sixth and Marquette
Minneapolis, Minnesota 55479-1026 Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
___________________
BENSON FINANCIAL CORPORATION 1992 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
___________________
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Prospectus: (i) annual report on Form 10-K for
the year ended December 31, 1995; (ii) 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; (iii) current report on Form 8-K dated April 30, 1996
containing a description of the Common Stock; and (iv) 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 accompanying shares of
Common Stock.
All documents filed by Registrant 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
securities offered have been sold or that deregisters all securities then
remaining unsold 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the registrant. The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
Exhibits:
99 -- Benson Financial Corporation Nonqualified Stock Option Plan.
ITEM 9. 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;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 of section 15(d) of the
Exchange Act that are incorporated by reference 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
<PAGE>
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) 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.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
MINNEAPOLIS, STATE OF MINNESOTA, ON JUNE 5, 1996.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
-------------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT HAS
BEEN SIGNED ON JUNE 5, 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
II-4
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit Form of
Number Description Filing
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<S> <C> <C>
99.2 Benson Financial Corporation 1992 Stock Option Plan Electronic Transmission
</TABLE>
<PAGE>
BENSON FINANCIAL CORPORATION
1992 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
BENSON FINANCIAL CORPORATION, a Texas corporation (the "Company"), hereby
formulates and adopts the following 1992 Non-Qualified Stock Option Plan (the
"Plan") for directors, officers and employees of the Company.
1. Purpose. The purpose of this Plan is to secure for the Company the
benefits of the additional incentive inherent in the ownership of its Common
Stock by selected key directors, officers and employees of the Company, who are
important to the success and the growth of the business of the Company, and to
help the Company secure and retain the services of such key directors, officers,
and employees.
2. Stock Option Committee. Subject to the provisions of paragraph 4, this
Plan shall be administered by a Stock Option Committee (the "Committee") of the
Board of Directors of the Company, to be composed of three (3) directors
appointed by at least a majority of the whole Board of Directors. The Committee
shall select one of its members as Chairman and shall adopt such rules and
regulations as it shall deem appropriate concerning the holding of its meetings
and the transaction of its business. A majority of the whole Committee shall
constitute a quorum, and the act of a majority of the members of the Committee
present at a meeting at which a quorum is present shall be the act of the
Committee. Any member of the Committee may be removed at any time either with or
without cause by resolution adopted by the Board of Directors of the Company;
and any vacancy on the Committee may at any time be filled by resolution adopted
by the Board of Directors.
3. Grant of Options. The Committee shall have the authority and
responsibility, within the limitations of this Plan, to determine the key
directors, officers, and employees to whom options are to be granted, and the
number of shares that may be purchased under each option, and the option price
for such shares. No modification, extension, renewal or other change in any
option granted under this Plan shall be made after the grant of such option
unless the same is consistent with the provisions of this Plan.
4. Eligibility. Options may be granted under this Plan to any key
director, director, employee or prospective key employee (conditioned and
effective upon his becoming an employee) of the Company. In determining the key
directors, officers, and employees to whom options shall be granted and the
number of shares to be covered by each such option, the Committee shall take
into consideration the director's, officer's or employee's present and potential
contribution to the success of the Company and such other factors as the
Committee may deem proper and relevant.
<PAGE>
A director, officer or employee receiving any option under this Plan
is hereinafter referred to as an "Optionee."
5. Stock Subject to Options. Subject to the provisions of paragraph 13,
the number of shares of the Company's Common Stock subject at any one time to
options, plus the number of such shares then outstanding pursuant to exercises
of options granted under this Plan, shall not exceed 350,000. If, and to the
extent the options granted under this Plan terminate or expire without having
been exercised, new options may be granted with respect to the shares covered by
such terminated or expired options; provided that the granting and terms of such
new options shall in all respects comply with the provisions of this Plan.
Shares sold or distributed upon the exercise of any option granted
under this Plan may be shares of the Company's authorized and unissued Common
Stock, shares of the Company's issued Common Stock held in the Company's
treasury, or both.
There shall be reserved at all times for sale or distribution under
this Plan a number of shares of Common Stock (either authorized and unissued
shares or shares held in the Company's treasury, or both) equal to the maximum
number of shares which may be purchased or distributed upon the exercise of
options granted or that may be granted under this Plan.
6. Option Price. The option price of each share of Common Stock
purchasable under any option granted under this Plan shall be determined by the
Committee and shall be set forth in the option agreement.
7. Expiration and Termination of the Plan. Options may be granted under
this Plan at any time and from time to time, prior to the expiration of ten (10)
years from the effective date of the Plan as set forth in paragraph 16 hereof,
on which date this Plan will expire, except as to options then outstanding under
this Plan. Such options shall remain in effect until they have been exercised or
have expired. This Plan may be terminated or modified at any time prior to the
date of its expiration, by the Board of Directors.
8. Exercisability and Duration of Options.
(a) Any option granted under this Plan shall become exercisable as to
all of the shares covered thereby from the date of grant until the date of
termination thereof (or after the lapse of such additional period or periods of
time or the occurrence of such event or events as the Committee, in its
discretion, may provide upon the granting thereof).
2
<PAGE>
(b) As to any director, officer, or employee who is granted an option
hereunder, the unexercised portion of any option granted under this Plan shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:
(1) The expiration of ten (10) years from the date on which such
option was granted unless a shorter period of time is determined by the
Committee;
(2) The expiration of six (6) months following the issuance of letters
testamentary or letters of administration to the executor or administrator
of a deceased Optionee, if the Optionee's death occurs either during his
employment with the Company or during the 30-day period following the date
of termination of such employment, but not later than one year after the
Optionee's death;
(3) The termination of the Optionee's employment with the Company;
(4) The expiration of such period of time or the occurrence of such
event as the Committee, in its discretion, may provide upon the granting
thereof.
9. Exercise of Options. The option granted herein shall be exercised by
the Optionee (or by his executors or administrators, as provided in paragraph
10) as to all or part of the shares covered by the Option, by giving written
notice of the exercise thereof to the Company at its principal business office,
specifying the number of shares to be purchased, and specifying a business day
(the "exercise date") not less than five (5) days nor more than fifteen (15)
days from the date such notice is given, for the payment of the purchase price
against delivery of the shares being purchased. The giving of such written
notice to the Company shall constitute an irrevocable election to purchase the
number of shares specified in the notice on the date specified in the notice.
The Company shall cause certificates for any shares to be delivered to
the Optionee or his executors or administrators at its principal business office
within five (5) business days after the exercise date.
An amount equal to the income taxes required to be withheld by the
Company from the Optionee with respect to such exercise must be paid to the
Company on the date of such delivery. Where the exercise involves a cash
payment, the taxes payable up to the amount of such payment shall be withheld by
the Company from the amount paid to the Optionee, and the balance, if any, shall
be paid to the Company on the date of delivery.
3
<PAGE>
10. Nontransferability of Options. No option granted under this Plan or
any right evidenced thereby shall be transferable by the Optionee other than
to the Optionee's executors or administrators by will or the laws of descent and
distribution. During the lifetime of an Optionee, he alone may exercise his
options.
In the event of the Optionee's death during his employment with the
Company, or during the 30-day period following the date of termination of such
employment, his options shall thereafter be exercisable, as provided in
paragraph 8(b)(2), only by his executors or administrators.
11. Rights of Optionee. Neither the Optionee nor his executors or
administrators shall have any of the rights of a stockholder of the Company with
respect to the shares subject to an option granted under this Plan until
certificates for such shares shall have been issued upon the exercise of such
option.
12. Right to Terminate Employment. Nothing in this Plan or in any option
granted under this Plan shall confer upon any Optionee the right to continue in
the employment of the Company or affect the right of the Company to terminate
the Optionee's employment at any time, subject, however, to the provisions of
any agreement of employment between the Company and the Optionee.
13. Adjustment Upon Changes in Capitalization, Etc. In the event of any
stock split, stock dividend, reclassification or recapitalization which changes
the character or amount of the Company's outstanding Common Stock while any
portion of any option theretofore granted under this Plan is outstanding but
unexercised, the Committee shall make such adjustments in the character and
number of shares subject to such options and in the option price as shall be
equitable and appropriate in order to make the option, if any, as nearly as may
be practicable, equivalent to such option immediately prior to such change;
provided that no such adjustment shall give the Optionee any additional
benefits under his option.
If the Company participates in any transaction resulting in a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board of Directors of the Company or any
surviving or acquiring corporation shall take such action as is equitable and
appropriate to substitute a new option for an old option, or to assume the old
option, in order to make the new option, as nearly as may be practicable,
equivalent to the old option.
If any such change or transaction shall occur, the number and kind of
shares for which options may thereafter be granted under this Plan shall be
adjusted to give effect thereto.
4
<PAGE>
14. Form of Agreements with Optionees. Each option granted under this
Plan shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written stock option agreement dated as of the date of the
grant and executed by the Company and the Optionee, which agreement shall
contain such terms and conditions, not inconsistent with the provisions of this
Plan, as the Committee shall provide. The terms and conditions of respective
stock option agreements need not be identical.
15. Purchase for Investment and Legality. The Optionee, by his acceptance
of any option granted under this Plan, shall represent and warrant to the
Company that his purchase or receipt of shares of Common Stock upon the exercise
thereof shall be for investment and not with a view to distribution, provided
that such representation and warranty shall be inoperative if, in the opinion of
counsel to the Company, a proposed sale or distribution of such shares is
pursuant to an applicable effective registration statement under the Securities
Act of 1933 or is without such representation and warranty exempt from
registration under such Act.
The obligation of the Company to issue shares upon the exercise of an
option shall also be subject as conditions precedent to compliance with
applicable provisions of the Securities Act of 1933, the Securities Exchange Act
of 1934, state securities laws, rules and regulations under any of the foregoing
and applicable requirements of any securities exchange upon which the Company's
securities shall be listed.
The Company may endorse an appropriate legend referring to the
foregoing restrictions upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of any option
granted under this Plan.
16. Effective Date of Plan. This Plan shall become effective upon its
adoption by the Board of Directors of the Company.
5
