SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 1996
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-667-1234
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Form 8-K
NORWEST CORPORATION
ITEM 5. Other Events
Since December 31, 1995, Norwest Corporation (the corporation) has
consummated or has pending acquisitions that in the aggregate are
significant to the financial statements of the corporation, as specified in
Rules 1-02(v) and 3-05 of Regulation S-X. Consequently, pro forma
financial statements are presented herein under Item 7 below.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Pro forma Financial Information
The corporation is presenting the unaudited pro forma combining financial
information related to recently consummated or pending acquisitions in
response to Rule 3-05 and Article 11 of Regulation S-X. The following
unaudited pro forma combining financial information has been prepared to
reflect 12 acquisitions of financial institutions and related businesses,
as described in footnote 1, that have been consummated since December 31,
1995 or are expected to be otherwise consummated in 1996. The acquisitions
described in footnote 1 (collectively the "Combining Companies") are not
individually significant or material to the financial statements of the
corporation.
The unaudited pro forma combining balance sheet and income statements are
based upon the historical results of the corporation and the Combining
Companies. Pro forma adjustments, and the assumptions on which they are
based, are described in the accompanying footnotes. The unaudited pro
forma combining financial information has not been adjusted to reflect
immaterial differences in the accounting and reporting policies between the
corporation and the Combining Companies. Such unaudited pro forma
combining financial information is not necessarily indicative of the
consolidated financial position or results of operations which would have
actually been attained if the acquisitions had been consummated in the past
or what may be attained in the future.
Exhibits
Filed herewith as Exhibit 3 is the Certificate Eliminating the Certificate of
Designations with respect to the 10.24% Cumulative Preferred Stock.
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NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING BALANCE SHEET
DECEMBER 31, 1995
<TABLE>
<CAPTION>
In millions Pro Forma
Combining Pro Forma Combining
Norwest Companies Adjustments Balance
Corporation Note (1) Note (2) Sheet
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents................... $ 4,946.5 653.2 0.1 5,599.8
Trading account securities.................. 150.6 - - 150.6
Investment securities....................... 16,003.5 1,887.4 (18.7) 17,872.2
Loans held for sale......................... 3,343.9 12.3 - 3,356.2
Mortgages held for sale..................... 6,514.5 3,032.0 - 9,546.5
Loans and leases, net of allowance for
credit losses............................. 35,235.9 3,661.7 (7.2) 38,890.4
Premises and equipment, net................. 1,034.1 187.2 (1.0) 1,220.3
Interest receivable and other assets........ 4,905.4 673.1 239.3 5,817.8
Total assets ......................... $72,134.4 10,106.9 212.5 82,453.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing ..................... $11,623.9 757.5 - 12,381.4
Interest-bearing ........................ 30,404.9 5,058.0 - 35,462.9
Total deposits ....................... 42,028.8 5,815.5 - 47,844.3
Short-term borrowings ...................... 8,527.2 3,549.9 - 12,077.1
Accrued expenses and other liabilities ..... 2,589.5 105.2 0.3 2,695.0
Long-term debt ............................. 13,676.8 8.0 437.8 14,122.6
Total liabilities .................... 66,822.3 9,478.6 438.1 76,739.0
Preferred stock, net of unearned
ESOP shares .............................. 302.3 10.9 (10.9) 302.3
Common stock ............................... 597.2 15.2 16.7 629.1
Surplus .................................... 734.2 427.9 (197.2) 964.9
Retained earnings .......................... 3,496.3 179.1 (37.1) 3,638.3
Net unrealized gains (losses) on securities
available for sale........................ 327.1 1.1 (1.6) 326.6
Notes receivable from ESOP ................. (13.3) (1.4) - (14.7)
Treasury stock ............................. (125.9) (4.5) 4.5 (125.9)
Foreign currency translation ............... (5.8) - - (5.8)
Total stockholders' equity ........... 5,312.1 628.3 (225.6) 5,714.8
Total liabilities and
stockholders' equity ............... $72,134.4 10,106.9 212.5 82,453.8
See notes to unaudited pro forma combining financial information.
</TABLE>
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NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
In millions, except per common share amounts Pro Forma
Combining Pro Forma Combining
Norwest Companies Adjustments Income
Corporation Note (1) Note (3) Statement
<S> <C> <C> <C> <C>
INTEREST INCOME ON
Loans and leases ........................... $ 3,955.8 318.0 - 4,273.8
Investment securities ...................... 1,149.1 123.1 - 1,272.2
Loans held for sale ........................ 195.7 0.2 - 195.9
Mortgages held for sale .................... 366.2 231.0 - 597.2
Money market investments ................... 35.7 16.4 - 52.1
Trading account securities.................. 14.8 - - 14.8
Total interest income ................ 5,717.3 688.7 - 6,406.0
INTEREST EXPENSE ON
Deposits.................................... 1,156.3 199.9 - 1,356.2
Short-term borrowings....................... 515.8 202.4 - 718.2
Long-term debt.............................. 775.9 10.5 28.5 814.9
Total interest expense................ 2,448.0 412.8 28.5 2,889.3
Net interest income................. 3,269.3 275.9 (28.5) 3,516.7
Provision for credit losses................. 312.4 12.4 - 324.8
Net interest income after
provision for credit losses............. 2,956.9 263.5 (28.5) 3,191.9
NON-INTEREST INCOME
Trust....................................... 240.7 8.1 - 248.8
Service charges on deposit accounts......... 268.8 38.6 - 307.4
Mortgage banking............................ 532.8 175.0 (22.8) 685.0
Data processing............................. 72.4 2.7 - 75.1
Credit card................................. 132.8 - - 132.8
Insurance................................... 244.2 - - 244.2
Other fees and service charges.............. 230.3 2.4 - 232.7
Net investment securities gains............. 0.6 - - 0.6
Net investment and mortgage-backed securi-
ties available for sale losses........... (36.2) 1.3 - (34.9)
Net venture capital gains................... 102.1 - - 102.1
Other ...................................... 76.5 9.6 - 86.1
Total non-interest income............. 1,865.0 237.7 (22.8) 2,079.9
NON-INTEREST EXPENSES
Salaries and benefits ...................... 1,745.1 191.9 - 1,937.0
Net occupancy............................... 254.4 40.5 - 294.9
Equipment rentals, depreciation
and maintenance........................... 272.7 26.7 - 299.4
Business development........................ 172.2 13.0 - 185.2
Communication............................... 225.0 - - 225.0
Data processing............................. 136.2 3.7 - 139.9
FDIC assessment and regulatory
examination fees.......................... 78.6 8.4 - 87.0
Intangible asset amortization............... 124.7 3.9 6.0 134.6
Other ...................................... 390.2 99.5 - 489.7
Total non-interest expenses........... 3,399.1 387.6 6.0 3,792.7
(Continued on Page 5)
</TABLE>
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NORWEST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
In millions, except per common share amounts Pro Forma
Combining Pro Forma Combining
Norwest Companies Adjustments Income
Corporation Note (1) Note (3) Statement
(Continued from page 4)
<S> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES.................. 1,422.8 113.6 (57.3) 1,479.1
Income tax expense ......................... 466.8 43.7 (19.7) 490.8
NET INCOME ................................. $ 956.0 69.9 (37.6) 988.3
Average Common and Common
Equivalent Shares - Note (3)............. 331.7 19.1 350.8
PER COMMON SHARE
Net Income
Primary ............................... $ 2.76 2.82
Fully diluted ......................... 2.73 2.79
See notes to unaudited pro forma combining financial information.
</TABLE>
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NORWEST CORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINING FINANCIAL INFORMATION
1) On January 31, 1996, the corporation acquired Irene Bancorporation,
Inc., a $37.2 million bank holding company located in Irene, South Dakota
for $7.1 million in cash. On January 18, 1996, the corporation acquired
AMFED Financial, Inc., a $1.6 billion thrift holding corporation in Nevada,
and issued 6,050,516 common shares. On January 12, 1996, the corporation
acquired The Bank of Robstown, a $70.0 million bank in Robstown, Texas, for
$9.5 million in cash. The acquisitions of Irene Bancorporation, Inc. and
The Bank of Robstown were accounted for using the purchase method. The
acquisition of AMFED Financial, Inc. was accounted for using the pooling of
interests method of accounting; however, the financial results of the
corporation for the periods prior to this acquisition have not been
restated because the effect of this acquisition was not material to the
corporation's financial statements.
As of February 14, 1996, the corporation had eight pending business
combinations and one additional transaction for the purchase of certain
assets and assumption of certain liabilities of a mortgage banking company.
Total assets of these pending transactions approximate $8.4 billion and it
is anticipated that cash of $4.0 billion and approximately 13.1 million
common shares will be issued upon completion of all such transactions.
Pending business combinations by the corporation include: Victoria
Bankshares, Inc., a $2.0 billion bank holding company in Victoria, Texas,
through issuance of approximately 8,512,200 shares of common stock; Canton
Bankshares, Inc., a $51.0 million bank holding company in Canton, Illinois,
through the issuance of approximately 277,300 shares of common stock;
Henrietta Bancshares, Inc., a $157.0 million bank holding company in
Henrietta, Texas, for approximately $25.0 million in cash; Union Texas
Bancorporation, Inc., a $237.5 million bank holding company based in
Laredo, Texas, through the issuance of approximately 424,200 shares of
common stock; AmeriGroup, Incorporated, a $165.8 million bank holding
company in Minneapolis, Minnesota, through the issuance of approximately
987,800 shares of common stock; Regional Bank of Colorado, National
Association, a $58.0 million bank in Rifle, Colorado, through the issuance
of approximately 355,000 shares of common stock; Benson Financial
Corporation, a $475.5 million bank holding company based in San Antonio,
Texas, through the issuance of approximately 2,533,700 shares of common
stock; and PriMerit Bank, Federal Savings Bank, a $1.8 billion federal
savings bank in Las Vegas, Nevada, for approximately $190.7 million in
cash.
Norwest Mortgage, Inc. also has signed a definitive agreement to acquire
certain assets and assume certain liabilities of Prudential Home Mortgage
Company, Inc., including $40 billion of its servicing portfolio. For
purposes of preparing the pro forma financial statements herein,
approximately $3.1 billion of short-term debt, representing the difference
between the assets being acquired and the liabilities being assumed, has
been included in the aggregate financial information of the Combining
Companies. The assumed rate on this short-term debt was 5.9%.
When consummated, the corporation expects the acquisitions of Victoria
Bankshares, Inc., AmeriGroup, Incorporated, Benson Financial Corporation,
and Regional Bank of Colorado, National Association, to be accounted for
using the pooling of interests method of accounting, without restatement of
prior period results since the effect of these acquisitions on the
corporation's financial statements is not expected to be material. All
other acquisitions are expected to be accounted for using the purchase
method.
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(2) Pro forma balance sheet adjustments primarily include adjustments to
record assets acquired and liabilities assumed in acquisitions accounted for
under the purchase method at fair value, including intangibles representing
the excess of the purchase price over net assets acquired of approximately
$90 million, and mortgage servicing rights. The pro forma adjustments
assume the issuance of long-term debt for acquisitions in which the
corporation has or expects to pay cash consideration. Also, adjustments
have been made to common stock and surplus to properly state the par value
of the corporation's common stock; to eliminate treasury stock of Union
Texas Bancorporation, Inc., AMFED Financial, Inc., Irene Bancorporation,
Inc., and Henrietta Bancshares, Inc.; and to reflect the exchange of the
preferred stock of Union Texas Bancorporation, Inc. and Benson Financial
Corporation for the corporation's common stock.
(3) Pro forma income statement adjustments reflect amortization of
intangibles representing the excess of the purchase price over net assets
acquired over a 15-year period. Amortization expense for the adjustment to
fair value of additional mortgage servicing rights acquired has also been
reflected. Adjustments have been made to interest expense on long-term
debt to reflect additional interest costs incurred to finance certain
acquisitions at an assumed borrowing rate of 6.5%. Pro forma earnings per
share and average common and common equivalent shares reflect the
transactions described in Note(1).
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Exhibit
The following exhibit is filed in response to Item 601 of Regulation S-K.
Exhibit No. Exhibit
3 Certificate Eliminating the Certificate of
Designations with respect to the 10.24%
Cumulative Preferred Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
February 20, 1996 By /s/ Michael A. Graf
Senior Vice President
and Controller
(Principal Accounting Officer)
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EXHIBIT 3
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS
WITH RESPECT TO THE
10.24% CUMULATIVE PREFERRED STOCK
OF
NORWEST CORPORATION
____________________________________
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
____________________________________
The undersigned DOES HEREBY CERTIFY that the following resolutions were
duly adopted by the Board of Directors of Norwest Corporation, a Delaware
corporation, at a meeting duly convened and held on January 23, 1996, at which
a quorum was present and acting throughout:
WHEREAS resolutions were adopted by the Stock Committee of the
Board of Directors pursuant to authority expressly granted by the Board of
Directors, which resolutions are set forth in a Certificate of Designations
filed with the Secretary of State of the State of Delaware on December 21,
1990, providing for and authorizing the issuance of 1,150,000 shares of
10.24% Cumulative Preferred Stock ("Series A Preferred Stock"); and
WHEREAS by resolutions adopted by the Board of Directors of the
Corporation on November 28, 1995, the Board of Directors authorized the
redemption of all the outstanding shares of Series A Preferred Stock; and
WHEREAS all the outstanding shares of Series A Preferred Stock were
redeemed on January 2, 1996;
RESOLVED that none of the authorized shares of Series A Preferred
Stock are outstanding and none will be issued subject to the Certificate of
Designations previously filed on December 21, 1990 with the Secretary of State
of the State of Delaware with respect to such series.
RESOLVED that the Chairman, the President, any Vice President, the
Secretary and any Assistant Secretary are hereby authorized to execute,
acknowledge, and file such instruments and documents as they, or any of them,
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may deem necessary or advisable to eliminate from the Restated Certificate of
Incorporation of the Corporation all matters set forth in said Certificate of
Designations with respect to the Series A Preferred Stock.
IN WITNESS WHEREOF, NORWEST CORPORATION has caused its corporate seal
to be hereunto affixed and this Certificate to be signed by Stanley S. Stroup,
its Executive Vice President, and attested by Laurel A. Holschuh, its
Secretary, this 30th day of January, 1996.
(Corporate Seal) NORWEST CORPORATION
By /s/ Stanley S. Stroup
Executive Vice President
ATTEST:
/s/ Laurel A. Holschuh
Secretary
[Filed in the Office of the Delaware Secretary of State on January 31, 1996]
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