As filed with the Securities and Exchange Commission on May 10, 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)
<TABLE>
<CAPTION>
<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
612-667-1234
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
--------------
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<S> <C> <C>
Stanley S. Stroup, Esq.
Executive Vice President and General Counsel Copy to: Copy to:
Norwest Corporation Steve R. Wagner, Esq. Charles N. Burger, Esq.
Norwest Center Assistant General Counsel Kenneth S. Aboud, Esq.
Sixth and Marquette Norwest Financial, Inc. Orrick, Herrington & Sutcliffe
Minneapolis, Minnesota 55479-1026 206 Eighth Street 666 Fifth Avenue
612-667-8858 Des Moines, Iowa 50309 New York, New York 10103
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of the Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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===========================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock 600,000 N/A $3,314,910(3) $1,143.07
(par value $1 2/3 per share)(1) Shares (2)
===========================================================================================================
</TABLE>
(1) Each share of the Registrant's common stock includes one preferred stock
purchase right.
(2) Based upon the maximum number of shares that may be issued
in the transaction described herein.
(3) Estimated solely for purpose of computing the registration fee, in
accordance with Rule 457(f), based upon the book value, as of December 31,
1995, of all shares of common stock to be acquired by the Registrant in
the transaction described herein.
---------------------
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.
<PAGE>
NORWEST CORPORATION
Cross Reference Sheet
Pursuant to Regulation S-K, Item 501(b)
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Form S-4 Item Prospectus Heading
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1. Forepart of Registration Statement Outside Front Cover Page of Prospectus
and Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Available Information;
Pages of Prospectus Incorporation of Certain
Documents by Reference;
Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed Summary
Charges, and Other Information
4. Terms of the Transaction The Merger
5. Pro Forma Financial Information *
6. Material Contracts with the Company The Merger
Being Acquired
7. Additional Information Required for *
Reoffering by Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts and Counsel Legal Opinions
9. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
10. Information with Respect to S-3 Summary; Certain Regulatory
Registrants Considerations Pertaining to Norwest
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
</TABLE>
<PAGE>
NORWEST CORPORATION
Cross Reference Sheet
Pursuant to Regulation S-K, Item 501(b)
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Form S-4 Item Prospectus Heading
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13. Incorporation of Certain Information *
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 Summary -- Selected Financial Data;
Other Than S-2 or S-3 Companies Summary -- Comparative Per Common
Share Data; Information About AMAN
18. Information If Proxies, Consents, *
or Authorizations Are to Be Solicited
19. Information If Proxies, Consents, or Summary -- Rights of Dissenting AMAN
Authorizations Are Not to Be Solicited Shareholders; Meeting Information; The
or in an Exchange Offer Merger
- ----------------------
</TABLE>
*Item is omitted because answer is negative or item is inapplicable.
<PAGE>
AMAN COLLECTION SERVICE, INC.
1 SOUTH 1ST ST.
ABERDEEN, SOUTH DAKOTA 57402
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
ON ________________, 1996
---------------------
A Special Meeting of Shareholders of Aman Collection Service, Inc.
("AMAN"), a South Dakota corporation, will be held at AMAN, 1 South 1st St.,
Aberdeen, South Dakota, on ______________________, 1996, at 10:00 a.m., local
time, to consider and vote upon the Agreement and Plan of Reorganization, dated
as of March 21, 1996 (the "Reorganization Agreement") between AMAN and Norwest
Corporation ("Norwest"), a Delaware corporation, a copy of which is included in
the accompanying Prospectus as Appendix A, under the terms of which Norwest will
acquire all of the outstanding shares of stock of AMAN and merge a wholly-owned
subsidiary of Norwest with and into AMAN (the "Merger"), and for each
outstanding share of common stock of AMAN ("AMAN Common Stock") Norwest would
issue shares of common stock, par value $1 2/3 per share, of Norwest, in the
amount and upon the terms and conditions set forth in the Reorganization
Agreement; and to authorize such further action by the Board of Directors and
proper officers of AMAN as may be necessary or appropriate to carry out the
intent and purposes of the Merger.
Only shareholders of record on the books of AMAN at the close of business
on __________________, 1996, will be entitled to notice of and to vote at the
Special Meeting or any adjournment thereof. In addition, such shareholders will
be entitled to assert dissenters' rights and obtain payment for their shares by
complying with the terms of ss.ss.47-6-23 to ss.ss.47-6-23.3, inclusive, and
47-6-40 to 47-6-50, inclusive, of the South Dakota Business Corporation Act, a
copy of which is included as Appendix B to the Prospectus accompanying this
notice.
Your attention is directed to the Prospectus accompanying this notice for
a more complete statement regarding the matters to be acted upon at the Special
Meeting.
By Order of the Board of Directors
Thomas E. Aman
Chairman of the Board
____________________, 1996
<PAGE>
INFORMATION STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ____________, 1996
PROSPECTUS
OF
NORWEST CORPORATION
SHARES OF COMMON STOCK
This Information Statement-Prospectus of Norwest Corporation
("Norwest") relates to up to 600,000 shares of the common stock, par value
$1-2/3 per share, of Norwest ("Norwest Common Stock") issuable to the
shareholders of Aman Collection Service, Inc., a South Dakota corporation
("AMAN"), upon consummation of the merger (the "Merger") of a wholly-owned
subsidiary of Norwest ("Merger Co.") with and into AMAN pursuant to the terms of
the Agreement and Plan of Reorganization between AMAN and Norwest, dated as of
March 21, 1996 (the "Reorganization Agreement"). The Reorganization Agreement is
set forth in Appendix A to this Information Statement-Prospectus and is
incorporated by reference herein.
Upon consummation of the Merger, except as described herein, holders of
outstanding shares of common stock of AMAN ("AMAN Common Stock"), except shares
with respect to which statutory dissenters' rights have been properly exercised,
will receive shares of Norwest Common Stock, reduced to the extent by which
statutory dissenters' rights have been exercised. For a more complete
description of the Reorganization Agreement and the terms of the Merger, see
"THE MERGER."
Norwest has filed a Registration Statement on Form S-4 (File No.
333-________) (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") registering under the Securities Act of 1933, as
amended (the "Securities Act"), the shares of Norwest Common Stock to be issued
in the Merger. In addition to serving as the Information Statement in connection
with the Special Meeting, this document constitutes the Prospectus of Norwest
filed as part of the Registration Statement.
Norwest Common Stock trades on the New York Stock Exchange ("NYSE") and
the Chicago Stock Exchange ("CHX") under the symbol "NOB." The closing price of
Norwest Common Stock as reported on the NYSE Composite Tape on ____________,
1996 was $________ per share. There is no public market for AMAN Common Stock.
All information concerning Norwest contained in this Information
Statement-Prospectus has been provided by Norwest, and all information
concerning AMAN contained in this Information Statement- Prospectus has been
provided by AMAN.
This Information Statement-Prospectus is first being mailed to
shareholders of AMAN on or about ______ __, 1996.
--------------
THE SHARES OF NORWEST COMMON STOCK OFFERED BY THIS INFORMATION
STATEMENT-PROSPECTUS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK OR NONBANK SUBSIDIARY OF NORWEST AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE 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 date of this Information Statement-Prospectus is _____ __, 1996.
<PAGE>
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, Norwest files reports, proxy statements and other information with
the Commission.
The reports, proxy statements and other information filed by Norwest
with the Commission can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located at Seven World
Trade Center, Suite 1300, New York, New York 10048, and at 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 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.
This Information Statement-Prospectus does not contain all of the
information set forth in the Registration Statement and the Exhibits thereto.
Certain portions of the Registration Statement have been omitted pursuant to
the rules and regulations of the Commission. Reference is hereby made to such
omitted portions for further information with respect to Norwest and the
securities offered hereby. Statements contained herein concerning the provisions
of 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 or attached as an appendix hereto.
--------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS INFORMATION STATEMENT-PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS INFORMATION STATEMENT- PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE NORWEST COMMON STOCK
OFFERED BY THIS INFORMATION STATEMENT-PROSPECTUS, IN ANY JURISDICTION TO OR FROM
ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER. NEITHER THE
DELIVERY OF THIS INFORMATION STATEMENT-PROSPECTUS NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NORWEST OR AMAN SINCE THE DATE
OF THIS INFORMATION STATEMENT-PROSPECTUS.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS INFORMATION STATEMENT-PROSPECTUS INCORPORATES BY REFERENCE
DOCUMENTS WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH
DOCUMENTS AS FILED WITH THE COMMISSION, EXCLUDING EXHIBITS, UNLESS SPECIFICALLY
INCORPORATED THEREIN, ARE AVAILABLE WITHOUT CHARGE, UPON REQUEST TO LAUREL A.
HOLSCHUH, SECRETARY, NORWEST CORPORATION, NORWEST CENTER, SIXTH AND MARQUETTE,
MINNEAPOLIS, MINNESOTA 55479-1026, TELEPHONE (612) 667-8655. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY ___________,
1996.
The following documents filed with the Commission by Norwest (File No.
1-2979) pursuant to the Exchange Act are incorporated by reference in this
Information Statement-Prospectus:
1. Norwest's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. 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, and
3. Norwest's Current Report on Form 8-K dated April 30, 1996
containing a description of the Norwest Common Stock; and
4. Norwest's Registration Statement on Form 8-A dated December
6, 1988 relating to rights to purchase preferred stock, as
amended by Form 8-A/A dated June 29, 1993, relating to
preferred stock purchase rights accompanying 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 Special Meeting 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 which 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.
<PAGE>
TABLE OF CONTENTS
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SUMMARY ...................................................................... 1
The Companies................................................................ 1
Norwest Corporation........................................................ 1
AMAN .................................................................. 1
Terms of the Merger.......................................................... 2
The Special Meeting and Vote Required........................................ 2
The Special Meeting........................................................ 2
Vote Required.............................................................. 2
Reasons for the Merger; Recommendations of the Board of Directors of AMAN.... 3
Closing Date and Time of the Merger.......................................... 3
Conditions and Termination................................................... 3
Accounting Treatment......................................................... 3
Regulatory Approvals......................................................... 4
Management and Operations After the Merger................................... 4
Interests of Certain Persons in the Merger................................... 4
Rights of Dissenting AMAN Shareholders....................................... 4
Certain U.S. Federal Income Tax Consequences................................. 4
Markets and Market Prices.................................................... 5
Certain Differences in Rights of Shareholders................................ 5
Comparative Per Common Share Data............................................ 5
Selected Financial Data...................................................... 7
MEETING INFORMATION............................................................ 11
General .................................................................... 11
Date, Place, and Time........................................................ 11
Record Date; Vote Required................................................... 11
Principal Shareholders and Security Ownership of Management.................. 11
THE MERGER..................................................................... 12
Background of and Reasons for the Merger..................................... 12
Terms of the Merger.......................................................... 13
Closing Date and Time of the Merger.......................................... 14
Delivery of Certificates..................................................... 14
Conditions to the Merger..................................................... 14
Regulatory Approvals......................................................... 15
Business Pending the Merger.................................................. 15
Certain Covenants............................................................ 16
Waiver, Amendment, and Termination........................................... 16
Management and Operations After the Merger................................... 17
Interests of Certain Persons in the Merger................................... 17
Certain Differences in Rights of Shareholders................................ 17
Capital Stock.............................................................. 18
Shareholder Vote Requirements.............................................. 18
Dissenters' Rights......................................................... 20
Special Meetings........................................................... 20
Action Without a Meeting................................................... 20
</TABLE>
i
<PAGE>
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Page
<S> <C>
Antitakeover Statutes...................................................... 21
Derivative Actions......................................................... 21
Dividends and Distributions................................................ 21
Proposal of Business, Nomination of Directors.............................. 22
Indemnification and Limitation on Director Liability....................... 22
Inspection Rights.......................................................... 23
Directors.................................................................. 23
Rights of Dissenting AMAN Shareholders under South Dakota Law................ 24
Certain U.S. Federal Income Tax Consequences................................. 26
Resale of Norwest Common Stock............................................... 27
Stock Exchange Listing....................................................... 28
Dividend Reinvestment and Optional Cash Payment Plan......................... 28
Accounting Treatment......................................................... 28
Expenses .................................................................... 28
INFORMATION ABOUT AMAN......................................................... 29
Description of the Business.................................................. 29
Operations................................................................. 29
Geography.................................................................. 31
Regulation................................................................. 31
Business Methods........................................................... 31
Sources of Funds........................................................... 32
Competition................................................................ 32
Employee Relations......................................................... 33
Market for Common Equity and Related Stockholder Matters................... 34
Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................. 34
Selected Financial Data...................................................... 36
CERTAIN REGULATORY CONSIDERATIONS PERTAINING TO NORWEST........................ 37
General .................................................................... 37
Dividend Restrictions........................................................ 37
Holding Company Structure.................................................... 37
Acquisitions................................................................. 38
Capital Requirements......................................................... 39
Federal Deposit Insurance Corporation Improvement Act of 1991................ 40
FDIC Insurance............................................................... 41
Depositor Preference......................................................... 42
EXPERTS ...................................................................... 42
LEGAL OPINIONS................................................................. 42
MANAGEMENT OF NORWEST AND ADDITIONAL INFORMATION............................... 42
INDEX TO AMAN FINANCIAL STATEMENTS............................................. F-1
APPENDIX A - AGREEMENT AND PLAN OF REORGANIZATION............................ A-1
</TABLE>
ii
<PAGE>
Page
<TABLE>
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APPENDIX B - SOUTH DAKOTA DISSENTERS' RIGHTS:
SECTIONS 47-6-23 TO 47-6-23.3, INCLUSIVE,
AND SECTIONS 47-6-40 to 47-6-50, INCLUSIVE, OF
THE SOUTH DAKOTA BUSINESS CORPORATION ACT......................... B-1
</TABLE>
iii
<PAGE>
SUMMARY
The following summary is not intended to be complete and is qualified in all
respects by the more detailed information included in this Information
Statement-Prospectus, the Appendices hereto and the documents incorporated by
reference herein. As used in the Prospectus, the term "Norwest" refers to
Norwest and, where the context requires, Norwest and its subsidiaries.
THE COMPANIES
NORWEST CORPORATION
Norwest Corporation is a diversified financial services company which
was organized under the laws of Delaware in 1929 and is registered under the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). Norwest owns
subsidiaries engaged in banking and in a variety of related businesses. Norwest
provides retail, commercial and corporate banking services to its customers
through banks located in Arizona, Colorado, Illinois, Indiana, Iowa, Minnesota,
Montana, Nebraska, Nevada, New Mexico, North Dakota, Ohio, South Dakota, Texas,
Wisconsin and Wyoming. Norwest provides additional financial services to its
customers through subsidiaries engaged in various businesses, principally
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.
At December 31, 1995, Norwest had consolidated total assets of $72.1
billion, total deposits of $42.0 billion, and total stockholders' equity of $5.3
billion. Based on total assets at December 31, 1995, Norwest was the 13th
largest commercial banking organization in the United States.
Norwest regularly explores opportunities for acquisitions of financial
institutions and related businesses. Norwest generally does not make a public
announcement of 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, and its telephone number
is 612-667-1234.
Additional information concerning Norwest is included in the Norwest
documents incorporated by reference herein. See "AVAILABLE INFORMATION" and
"INFORMATION OF CERTAIN DOCUMENTS BY REFERENCE."
AMAN
Aman is a South Dakota corporation organized in November 1954. AMAN is
engaged in the collection of defaulted debt obligations. AMAN collects debts
owed by individuals resulting from student loans (90% of total revenue), unpaid
state tax obligations (7% of total revenue), and miscellaneous individual debt
(3% of total revenue). Defaulted debt is placed with AMAN by creditors on a
commission basis ranging from 13% to 40% of payments obtained while the account
is listed.
1
<PAGE>
On December 31, 1995, AMAN had total assets of $4,223,340, total
liabilities of $908,430 and total stockholders' equity of $3,314,910.
AMAN originated its business in Mobridge, South Dakota in 1954, as
Mobridge Credit Bureau, Inc. and moved to Aberdeen, South Dakota in 1961,
changing its name to Aman Collection Service, Inc. Currently, AMAN conducts its
business from three separate buildings, all located in Aberdeen, South Dakota.
Marketing efforts are conducted throughout the United States.
AMAN Common Stock is not publicly traded and has no established trading
market. Recent cash dividends per share were declared as follows:
Year ended December 31,
------------------------
1995................................ $2,060.00
1994................................ $142.00
Cash dividends represent Subchapter "S" distributions made to
shareholders of AMAN for related individual income taxes and general purposes.
The headquarters of AMAN is located at 1 South 1st Street, Aberdeen,
South Dakota 57402, and the phone number for that location is (605) 229-0100.
See "INFORMATION ABOUT AMAN."
TERMS OF THE MERGER
The Reorganization Agreement provides for the merger of a wholly owned
subsidiary of Norwest ("Merger Co.") with and into AMAN, with AMAN as the
surviving corporation. Upon consummation of the Merger holders of outstanding
shares of AMAN common stock ("AMAN Common Stock") (other than shares as to
which statutory dissenters' rights have been exercised) will receive the number
of shares of Norwest Common Stock as set forth herein under "THE MERGER--Terms
of the Merger."
THE SPECIAL MEETING AND VOTE REQUIRED
THE SPECIAL MEETING
The Special Meeting of Shareholders of AMAN to consider and vote on the
Merger will be held on ____________, 1996 at 10:00 a.m., local time, at 1 South
1st Street, Aberdeen, South Dakota 57402. Only holders of record of AMAN Common
Stock at the close of business on ____________________, 1996 will be entitled to
notice of and to vote at the Special Meeting. At such date, there were 2,000
shares of AMAN Common Stock outstanding. Each share of AMAN Common Stock is
entitled to one vote in the respective election. For additional information
relating to the Special Meeting, see "MEETING INFORMATION."
VOTE REQUIRED
Approval of the Reorganization Agreement requires the affirmative vote
of the holders of a majority of the outstanding shares of AMAN Common Stock. See
"MEETING INFORMATION--Record Date; Vote Required."
2
<PAGE>
As of the record date for the Special Meeting, two of AMAN's officers
(both of whom are also directors) owned beneficially or controlled the voting of
100% of the shares of AMAN Common Stock outstanding on that date. AMAN's
directors and officers have informed AMAN that they intend to vote all of their
shares in favor of the Merger. At the record date, directors and executive
officers of Norwest did not own beneficially any shares of AMAN Common Stock.
See "MEETING INFORMATION--Record Date; Vote Required" and "MEETING
INFORMATION--Principal Shareholders and Security Ownership of Management."
REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF AMAN
The Board of Directors of AMAN (the "AMAN Board"), the members of which
are also the sole shareholders of AMAN, have concluded that the Merger is in the
best interests of the holders of AMAN Common Stock, who will receive, in a
tax-free exchange, stock of a much larger and more diversified enterprise that
is actively traded on national stock exchanges. In addition to the greater
liquidity provided to shareholders of AMAN, the Merger will provide AMAN with
increased financial strength. See "THE MERGER--Background of and Reasons for the
Merger." THE AMAN BOARD FORMALLY AND UNANIMOUSLY RECOMMENDS THAT AMAN
SHAREHOLDERS VOTE FOR THE MERGER.
CLOSING DATE AND TIME OF THE MERGER
Subject to the terms and conditions of the Reorganization Agreement,
the Merger will be effective at 11:59 p.m. Central Daylight Time (the "Effective
Time") on the date specified in the Reorganization Agreement (the "Closing
Date"). See "THE MERGER--Closing Date and Time of the Merger" and "THE
MERGER--Conditions to the Merger."
CONDITIONS AND TERMINATION
The respective obligations of Norwest and AMAN to consummate the Merger
are subject to certain conditions, including the receipt of regulatory
approvals, approval of the Reorganization Agreement by the shareholders of AMAN,
receipt by AMAN of certain tax opinions, and certain other conditions customary
in transactions of this nature. See "THE MERGER--Conditions to the Merger" and
"THE MERGER--Regulatory Approvals."
The Reorganization Agreement may be terminated at any time prior to the
Closing Date, whether prior to or after approval by shareholders of AMAN, by
either party under specified conditions, including if the Merger shall not have
been consummated by November 30, 1996, unless such failure of consummation shall
be due to the failure of the party seeking termination to perform its respective
covenants and agreements under the Reorganization Agreement. See "THE
MERGER--Waiver, Amendment and Termination."
ACCOUNTING TREATMENT
Management of Norwest anticipates that the Merger will be accounted for
as a "pooling of interests" under generally accepted accounting principles. See
"THE MERGER--Accounting Treatment."
3
<PAGE>
REGULATORY APPROVALS
Consummation of the Merger requires the approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") under
Section 4 of the BHC Act. Norwest has filed an application with the Federal
Reserve Board, but there can be no assurance that the Federal Reserve Board will
approve the Merger, or as to the date of such approval. The Merger is
conditioned upon the receipt of all licenses or permits required under
applicable state law under which AMAN is licensed that are necessary to
consummate the change in control contemplated under the Reorganization
Agreement. There can be no assurance that any such approval, license or permit
will not contain a condition or requirement that causes it to fail to satisfy
the conditions to the consummation of the Merger. See "THE MERGER -- Regulatory
Approvals."
MANAGEMENT AND OPERATIONS AFTER THE MERGER
Following the Merger, Norwest intends that AMAN will operate at its
present locations and continue to offer the services currently offered by it.
See "THE MERGER--Management and Operations After the Merger."
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Two officers of AMAN, each of whom is also a director of AMAN, have
direct and indirect interests in the consummation of the Merger separate from
their interests as the sole holders of AMAN Common Stock. Specifically, under
the Reorganization Agreement, each of such officers will be party to an
employment agreement following the Merger. In addition, Robert A. Gloss
("Gloss") and Carl E. Perry ("Perry"), both vice presidents of AMAN, will be
entitled to receive Norwest Common Stock as a result of their rights under the
Phantom Stock Agreements (defined below). Gloss and Perry have direct interest
in the consummation of the Merger apart from their right to receive Norwest
Common Stock because, as currently contemplated in the Merger Agreement, both
Gloss and Perry will be officers of AMAN following the Merger. See "THE
MERGER--Interests of Certain Persons in the Merger."
RIGHTS OF DISSENTING AMAN SHAREHOLDERS
Under applicable law, dissenting shareholders who comply with the
requisite statutory procedures will be entitled to receive the appraised value
of their shares. The value so determined may be more than, the same as, or less
than the value of the consideration to be received by non-dissenting
shareholders under the Reorganization Agreement. See "THE MERGER--Rights of
Dissenting AMAN Shareholders."
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The obligation of AMAN to consummate the Merger is conditioned on,
among other things, the receipt of an opinion of counsel to AMAN, substantially
to the effect that, for federal income tax purposes, (i) the Merger will
constitute a reorganization within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
no gain or loss will be recognized by holders of AMAN Common Stock upon receipt
of Norwest Common Stock except for cash received in lieu of fractional shares;
(iii) the basis of the Norwest Common Stock received by the shareholders of AMAN
will be the same as the basis of AMAN Common Stock exchanged therefor; and (iv)
the holding period of the shares of Norwest Common Stock received by the
shareholders of AMAN will include the holding period of the AMAN Common Stock,
provided such shares of AMAN Common
4
<PAGE>
Stock were held as a capital asset as of the Effective Time of the Merger. If
the required tax opinion is not received, the Merger will not be consummated
unless the condition requiring its receipt is waived and the approvals of the
AMAN shareholders are resolicited by means of an updated Information Statement-
Prospectus. EACH AMAN SHAREHOLDER IS URGED TO CONSULT HIS OWN TAX AND FINANCIAL
ADVISORS CONCERNING THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER, AS WELL
AS ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES, BASED UPON HIS OWN
PARTICULAR FACTS AND CIRCUMSTANCES. See "THE MERGER--Certain U.S. Federal
Income Tax Consequences" and "THE MERGER--Conditions to the Merger."
MARKETS AND MARKET PRICES
Norwest Common Stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange. On ________________, 1996, the last trading day
preceding public announcement of the proposed Merger, the closing price per
share of Norwest Common Stock (as reported on the NYSE composite tape) was $___
and on ____________________, 1996, the last practicable date prior to the
mailing of this Information Statement-Prospectus, the price was $________.
There is no public market for AMAN Common Stock. Shareholders of AMAN are
advised to obtain current market quotations for Norwest Common Stock. The market
price for Norwest Common Stock will fluctuate between the date of this
Information Statement-Prospectus and the Closing Date, which may be a period of
several weeks or more. As a result, the market value of the Norwest Common
Stock
that shareholders of AMAN ultimately receive in the Merger could be more or less
than its market value on the date of this Information Statement-Prospectus. No
assurance can be given concerning the market price of Norwest Common Stock
before or after the Closing Date.
CERTAIN DIFFERENCES IN RIGHTS OF SHAREHOLDERS
Upon consummation of the Merger, shareholders of AMAN will become
stockholders of Norwest. As a result, such shareholders' rights will change to
some extent. See "THE MERGER--Certain Differences in Rights of Shareholders."
COMPARATIVE PER COMMON SHARE DATA
The following table presents selected comparative per common share data
for Norwest Common Stock on a historical and pro forma combined basis and for
AMAN Common Stock on a historical and pro forma equivalent basis giving effect
to the Merger using the pooling of interests method of accounting. For a
description of the pooling of interests method of accounting with respect to the
Merger and the related effects on the historical financial statements of
Norwest, see "THE MERGER--Accounting Treatment." The historical data for Norwest
and AMAN for each of the years in the three-year period ended December 31, 1995
are derived from the respective audited financial statements of Norwest and
AMAN, including the related notes thereto, for such three-year period. The
audited financial statements of AMAN for each of the years in the two-year
period ending December 31, 1995 are included in this Information
Statement-Prospectus. See "INDEX TO AMAN FINANCIAL STATEMENTS." The audited
consolidated financial statements of Norwest are incorporated by reference into
this Information Statement-Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE." The data are not necessarily indicative of the results of the
future operations of the combined entity or the actual results that would have
occurred had the Merger become effective prior to the periods indicated.
5
<PAGE>
COMPARATIVE PER COMMON SHARE DATA
<TABLE>
<CAPTION>
NORWEST COMMON STOCK AMAN Common Stock
---------------------- -----------------
Pro Forma Equivalent
--------------------
Pro With Without
Forma DOE DOE
Historical Combined Historical Contract Contract
---------- -------- ----------- -------- --------
<S> <C> <C> <C> <C> <C>
BOOK VALUE (1)
December 31, 1995 $14.20$ 14.19 $ 1,657.46 $3,916.44 $2,774.15
DIVIDENDS DECLARED (2)
Year Ended
December 31, 1995 $0.90$ 0.900 $ 2,060.000 $248.40 $175.950
December 31, 1994 0.76 0.765 142.000 211.14 149.558
December 31, 1993 0.64 0.640 -- 176.64 125.120
NET INCOME (3)
Year Ended
December 31, 1995 $2.73$ 2.73 $1,948.88 $753.48 $533.72
December 31, 1994 2.41 2.41 1,796.51 665.16 471.16
December 31, 1993 1.86 1.78 (11,946.50) 491.28 347.99
</TABLE>
(1) The pro forma combined book value per share of Norwest Common Stock
represents the historical total combined stockholders' equity for Norwest
and AMAN divided by total pro forma common shares of the combined entities.
The pro forma equivalent book value per share of AMAN represents the pro
forma combined amount multiplied by the assumed AMAN Common Stock Exchange
Ratio (a ratio of 276.0 shares of Norwest Common Stock for each share of
AMAN Common Stock, if at the Effective Time of the Merger, AMAN has been
awarded a contract with the United States Department of Education ("DOE
Contract") for the collection of delinquent student loan accounts or a ratio
of 195.5 shares of Norwest Common Stock for each share of AMAN Common Stock,
if at the Effective Time of the Merger, such DOE Contract has not been
awarded) and includes such shares required to satisfy the Phantom Stock
Agreements of AMAN, for a resultant 600,000 total shares of Norwest Common
Stock issued if the DOE Contract has been awarded; otherwise the total
number of shares of Norwest Common Stock issued is assumed to be 425,000.
The pro forma combined book value per share of Norwest Common Stock as of
December 31, 1995 does not vary if, at the Effective Time of the Merger, the
DOE Contract has or has not been awarded. See "THE MERGER--Terms of the
Merger."
(2) Assumes no changes in cash dividends per share by Norwest. The pro forma
equivalent dividends per share of AMAN Common Stock represent cash dividends
declared per share of Norwest Common Stock multiplied by the applicable
assumed AMAN Common Stock Exchange Ratio of 276.0 if, at the Effective Time
of the Merger, AMAN has been awarded the DOE Contract; otherwise 195.5 if
such DOE Contract has not been awarded. See Note (1) above.
(3) The pro forma combined net income per share of Norwest Common Stock (based
on fully diluted net income and weighted average number of common and common
equivalent shares) is based upon the combined historical net income for
Norwest and AMAN divided by the average pro forma common and common
equivalent shares of the combined entities. Such amounts for the three-year
period ended December 31, 1995 do not vary if, at the Effective Time of the
Merger, such DOE Contract has or has not been awarded. The respective pro
forma equivalent net income per share of AMAN Common Stock represent the pro
forma combined net income per share multiplied by the applicable assumed
AMAN Common Stock Exchange Ratio of 276.0 or 195.5. See Note (1) above.
6
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth certain selected historical consolidated
financial information for Norwest and certain selected historical financial
information for AMAN. The income statement and balance sheet data included in
the selected financial data for the five years ended December 31, 1995 are
derived from audited consolidated financial statements of Norwest and from
audited financial statements of AMAN. This information should be read in
conjunction with the consolidated financial statements of Norwest and the
related notes thereto, included in documents incorporated herein by reference,
and in conjunction with the audited financial statements of AMAN, including the
notes thereto, appearing elsewhere in this Information Statement-Prospectus. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and "INDEX TO AMAN FINANCIAL
STATEMENTS."
7
<PAGE>
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA
NORWEST CORPORATION AND SUBSIDIARIES
YEAR ENDED DECEMBER 31
---------------------------------------------------------------------------
1995 1994 1993(1) 1992(2) 1991
---------------- --------------- --------------- --------------- ---------
(In millions except per share amounts)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
- ---------------------
Interest income $ 5,717.3 4,393.7 3,946.3 3,806.4 4,025.9
Interest expense 2,448.0 1,590.1 1,442.9 1,610.6 2,150.3
--------- --------- --------- --------- ---------
Net interest income 3,269.3 2,803.6 2,503.4 2,195.8 1,875.6
Provision for credit losses 312.4 164.9 158.2 270.8 406.4
Non-interest income 1,865.0 1,638.3 1,585.0 1,273.7 1,064.0
Non-interest expenses 3,399.1 3,096.4 3,050.4 2,553.1 2,041.5
--------- --------- --------- --------- ---------
Income before income taxes 1,422.8 1,180.6 879.8 645.6 491.7
Income tax expense 466.8 380.2 266.7 175.6 73.4
--------- --------- --------- --------- ---------
Income before cumulative
effect of a change in
accounting method 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 $ 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 $ 2.76 2.45 1.89 1.44 1.33
Cumulative effect on
years prior to 1992 of
change in accounting
method -- -- -- (0.25) --
------- ------- ------- ------- ----
Net income $ 2.76 2.45 1.89 1.19 1.33
====== ------- ------- ------- -------
Fully diluted:
Before cumulative effect of
a change in accounting
method $ 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 $ 2.73 2.41 1.86 1.19 1.32
====== ======= ======= ======= =======
Dividends declared per $0.900 0.765 0.640 0.540 0.470
common share
BALANCE SHEET DATA
- ------------------
At period end:
Total assets $ 72,134.4 59,315.9 54,665.0 50,037.0 45,974.5
Long-term debt 13,676.8 9,186.3 6,850.9 4,553.2 3,686.6
Total stockholders' equity 5,312.1 3,846.4 3,760.9 3,371.8 3,192.3
</TABLE>
8
<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.
9
<PAGE>
SELECTED FINANCIAL DATA
AMAN COLLECTION SERVICE, INC.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------------------------------------
1995 1994 1993 1992 1991
------------ ------------- ------------ ----------- --------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Service income $10,326.4 8,799.9 3,682.1 2,396.7 2,114.4
Operating expenses 6,424.8 5,151.0 3,645.6 2,689.1 2,068.2
---------- ------- ------- ------- -------
Operating profit (loss) 3,901.6 3,648.9 36.5 (292.4) 46.2
Other income 26.8 2.3 8.9 19.3 1.1
Interest expense 30.6 58.2 69.3 9.9 3.6
----------- -------- -------- ---------- ---------
Income before provision for
income taxes 3,897.8 3,593.0 (23.9) (283.0) 43.7
Provisions for income tax
expense (benefit) (1) -- -- -- (64.4) 6.5
----------- -------- -------- --------- ---------
Net income (loss) $ 3,897.8 3,593.0 (23.9) (218.6) 37.2
========== ======= ======== ======== ========
PER COMMON SHARE DATA (2)
Net income (loss) $1,949 1,797 (12) (109) 19
Dividends declared (3) 2,060 142 -- -- --
BALANCE SHEET DATA At period end:
Total assets $4,223.3 4,732.3 1,076.9 816.8 596.6
Long-term liabilities 378.6 134.0 414.3 250.6 14.3
Total stockholders' equity 3,314.9 3,537.1 228.1 252.0 470.7
</TABLE>
(1) As of January 1, 1994, AMAN elected to have its income taxed under Section
1372 of the Internal Revenue Code which provides that, in lieu of
corporation income taxes, the shareholders are taxed on their proportionate
share of the company's taxable income.
(2) Based on weighted shares outstanding of 2,000 shares.
(3) Cash dividends in 1995 and 1994 represent Subchapter "S" distributions made
to shareholders of AMAN for related individual income taxes and general
purposes.
10
<PAGE>
MEETING INFORMATION
GENERAL
This Information Statement-Prospectus is being furnished to holders of
AMAN Common Stock in connection with the Special Meeting to be held on
____________________, 1996 and any adjournments thereof, to consider and approve
the Reorganization Agreement and such other business as may properly come before
the Special Meeting or any adjournments thereof.
This Information Statement-Prospectus is also furnished by Norwest to
shareholders of AMAN as a prospectus in connection with the issuance by Norwest
of shares of Norwest Common Stock upon consummation of the Merger. This
Information Statement-Prospectus and the attached Notice of Special Meeting are
first being mailed to shareholders of AMAN on or about ____________________,
1996.
DATE, PLACE, AND TIME
The Special Meeting will be held at AMAN, 1 South 1st Street, Aberdeen,
South Dakota 57402 on ___________________, 1996, at 10:00 a.m., local time.
RECORD DATE; VOTE REQUIRED
The AMAN Board has fixed the close of business on ____________, 1996,
as the record date for the determination of shareholders of AMAN entitled to
receive notice of, and to vote at, the Special Meeting. On the record date there
were 2,000 shares of AMAN Common Stock outstanding. Each share of AMAN Common
Stock outstanding on the record date is entitled to one vote at the Special
Meeting. Approval of the Reorganization Agreement requires the affirmative vote
of the holders of a majority of the outstanding shares of AMAN Common Stock. The
Merger cannot be consummated without AMAN shareholder approval of the
Reorganization Agreement.
As of the record date for the Special Meeting, directors and executive
officers of AMAN owned beneficially or controlled the voting of an aggregate of
100% of the shares of AMAN Common Stock outstanding on that date. AMAN's
directors and executive officers have informed AMAN that they intend to vote all
of their shares of AMAN Common Stock in favor of the Reorganization Agreement.
Information regarding the shares of AMAN Common Stock beneficially owned by each
director and executive officer of AMAN, and by all directors and executive
officers as a group, is set forth in the tables under the heading "Principal
Shareholders and Security Ownership of Management" below.
At the record date, directors and executive officers of Norwest did not
own beneficially any shares of AMAN Common Stock.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
Set forth below are the names and addresses, and the number of shares
held as of the record date for the Special Meeting by those directors and
executive officers of AMAN who may be deemed to own beneficially, whether
directly or indirectly, 5% or more of the outstanding shares of AMAN Common
Stock. Management of AMAN believes each shareholder named below has sole
voting and investment power over the shares shown in the tables unless
otherwise indicated. The shares shown in the tables include all shares the
named parties may be deemed to own beneficially, including shares held by
spouses.
11
<PAGE>
Number of Shares
Name and Address Beneficially Owned Percent of Class
Thomas E. Aman 1,663 83.15%
38310 133rd Street
Aberdeen, South Dakota 57401
Daniel R. Moen 337 16.85%
1216 North Main Street
Aberdeen, South Dakota 57401
THE MERGER
This section of the Prospectus describes certain aspects of the Merger.
The following description does not purport to be complete and is qualified in
its entirety by reference to the Reorganization Agreement, which is attached as
Appendix A to this Information Statement-Prospectus and is incorporated by
reference herein. ALL SHAREHOLDERS OF AMAN ARE URGED TO READ THE REORGANIZATION
AGREEMENT IN ITS ENTIRETY.
BACKGROUND OF AND REASONS FOR THE MERGER
Beginning in early 1995, the directors of AMAN, who own all of the
outstanding shares of AMAN, determined that an acquisition of AMAN or other
transaction under appropriate terms would increase the liquidity of their
investment, as well as serve the best interests of AMAN's customers, by
expanding the range of services AMAN could offer. AMAN received several
inquiries from third parties, including Norwest, who expressed interest in
acquiring a controlling ownership position in AMAN. An exchange of information
and discussions with Norwest followed. In February, 1996, Norwest submitted a
preliminary proposal relating to the acquisition of the AMAN Common Stock and
the merger of AMAN into a Norwest subsidiary. Further negotiations between AMAN
and Norwest followed, which resulted in Norwest's submitting a letter of intent
to AMAN on February 13, 1996 which was unanimously approved by the AMAN Board
and signed on behalf of AMAN on March 1, 1996. During the next few weeks,
Norwest conducted a due diligence review of AMAN, and the parties negotiated a
definitive agreement which was approved by the AMAN Board and executed by
Norwest and AMAN as of March 21, 1996.
THE AMAN BOARD FORMALLY AND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF AMAN VOTE FOR APPROVAL OF THE REORGANIZATION
AGREEMENT.
The recommendation of the AMAN Board is based upon a number of factors,
including the terms of the Merger, the Reorganization Agreement and the Merger
Agreement (defined below), the benefits expected to result from the combination
of AMAN and Norwest, information concerning the financial condition, results of
operations and prospects of AMAN as a stand alone company, the AMAN Board's view
of the relative merits of other opportunities that had been presented, including
the possibility of remaining independent, the market price of Norwest Common
Stock and the lack of a public market for AMAN Common Stock, the fact that
the Merger would be an event free of federal income taxation to AMAN stock-
holders to the extent they receive Norwest Common Stock solely in exchange for
their shares of
12
<PAGE>
AMAN Common Stock, and the likelihood that the Merger would be approved by the
appropriate regulatory authorities.
The AMAN Board believes that the Merger would provide holders of AMAN
Common Stock with the opportunity to receive a premium over the prices per share
of AMAN Common Stock at which individual trades occurred in the past. In
addition, to the extent that AMAN stockholders receive Norwest Common Stock in
the Merger, the Merger will enable such stockholders to participate as Norwest
stockholders, on a tax-deferred basis, in the expanded opportunities for growth
and profitability made possible by the Merger. In this regard, the AMAN Board
considered the lack of an established market for AMAN Common Stock, and the
historical prices and trading information with respect to Norwest Common Stock.
The AMAN Board believes the Merger will result in a combined entity that (1) is
financially stable and well capitalized, (2) continues to increase revenue, (3)
allows for the creation and implementation of an account purchasing and
collection program, (4) is capable of competing more effectively with larger
collection agencies, and (5) provides for continuity of management. There can be
no assurances, however, that the combined entity will achieve any of the
foregoing post-merger results.
Based on these matters, and on other matters as deemed relevant, the
AMAN Board approved the Merger Agreement as being fair to and in the best
interest of AMAN and its stockholders.
TERMS OF THE MERGER
At the Effective Time, Merger Co. will be merged by statutory merger
with and into AMAN pursuant to the agreement and plan of merger (the "Merger
Agreement") in substantially the form attached to the Reorganization Agreement
as Exhibit A, with AMAN as the surviving corporation, in which Merger each share
of AMAN Common Stock outstanding immediately prior to the Effective Time of the
Merger (other than shares as to which statutory dissenters' rights have been
exercised) will be converted into and exchanged for a number of Norwest common
stock as set forth in (i) and (ii) below:
(i) If, at the Effective Time of the Merger, AMAN has been awarded the
DOE Contract, the number of shares of Norwest Common Stock shall be 600,000
shares less the number of shares required to satisfy the Phantom Stock
Agreements, divided by the number of shares of AMAN Common Stock outstanding;
and
(ii) If, at the Effective Time of the Merger, AMAN has not been awarded
the DOE Contract, then the number of shares of Norwest Common Stock shall be
425,000 shares less the number of shares required to satisfy the Phantom Stock
Agreements, divided by the number of shares of AMAN Common Stock outstanding.
The Phantom Stock Agreements are the Agreement between Gloss and AMAN
dated August 18, 1982, and the Deferred Compensation (Phantom Stock) Plan
entered into on June 7, 1993 by Perry and AMAN.
Pursuant to the Reorganization Agreement, Norwest will contribute to
AMAN the number of shares of Norwest Common Stock required to satisfy the
Phantom Stock Agreements, and AMAN will deliver the shares to Gloss and Perry,
subject to a maximum of 600,000 shares or 425,000 shares, as the case may be, as
described in (i) and (ii) above.
The market price for Norwest Common Stock will fluctuate between the
date of this Information Statement-Prospectus and the Closing Date, which may be
a period of several weeks. As a result, the
13
<PAGE>
market value of the Norwest Common Stock that shareholders of AMAN ultimately
receive in the Merger could be more or less than its market value on the date of
this Information Statement-Prospectus.
The Reorganization Agreement provides that if, between the date of the
Reorganization Agreement and the Effective Time, shares of Norwest Common Stock
are changed into a different number or class of shares by reason of any
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, or if a stock dividend thereon is declared with a record date
within the same period, the conversion ratios provided for in the Reorganization
Agreement will be adjusted accordingly.
Shares of Norwest Common Stock issued and outstanding immediately prior
to the Closing Date will remain issued and outstanding.
CLOSING DATE AND TIME OF THE MERGER
Subject to the terms and conditions set forth in the
Reorganization Agreement, the closing of the Merger will occur within five
business days after AMAN has been awarded the DOE Contract or AMAN has provided
evidence satisfactory to Norwest that it will not be awarded the DOE Contract,
or on such other date upon which the parties agree (the "Closing Date"). The
Effective Time of the Merger will be 11:59 p.m., Central Daylight Time, on the
Closing Date. Norwest and AMAN anticipate that the Merger will close in the
third quarter of 1996, although there can be no assurance as to whether or
when the Merger will occur. See "Terms of the Merger," "Conditions to the
Merger," and "Regulatory Approvals" herein.
DELIVERY OF CERTIFICATES
Following the closing, which shall occur on the Closing Date (the
"Closing"), Norwest Bank Minnesota, National Association, acting in the
capacity of transfer agent for Norwest (the "Transfer Agent"), will deliver
to each shareholder of AMAN (other than shareholders who have exercised
statutory dissenters' rights) who has surrendered certificates representing
shares of AMAN Common Stock, properly endorsed, a certificate representing the
Norwest Common Stock to which such shareholder is entitled.
All Norwest Common Stock issued pursuant to the Merger will be deemed
issued as of the Effective Time. There shall be paid to the shareholder in whose
name the certificates representing shares of Norwest Common Stock issued in
connection with the Merger are registered any dividends the record and payment
dates of which shall have been after the Closing Date. In no event shall the
persons entitled to receive such dividends be entitled to receive interest on
amounts payable as dividends.
CONDITIONS TO THE MERGER
The Merger will occur only if the Reorganization Agreement is approved
by the requisite vote of shareholders of AMAN. Consummation of the Merger is
subject to the satisfaction of certain conditions, most of which are customary
in such transactions. Such conditions may be waived by the parties to the extent
that waiver is permitted by applicable law. Conditions to the obligations of
both parties to consummate the Merger include, but are not limited to, (i)
approval of the Reorganization Agreement by the requisite vote of shareholders
of AMAN, (ii) the receipt of all necessary regulatory approvals, including the
approval of the Merger by the Federal Reserve Board and certain states, and the
expiration of all applicable waiting and appeal periods, (iii) the absence of
any order of a court or agency of competent jurisdiction restraining, enjoining,
or otherwise prohibiting consummation of the transactions contemplated by the
Reorganization Agreement, (iv) the receipt by AMAN of an opinion of counsel to
the effect that for federal income tax purposes the Merger will be a tax-free
reorganization, (v) receipt of authorization for listing on the New York Stock
Exchange and Chicago Stock Exchange of the Norwest
14
<PAGE>
Common Stock to be issued in connection with the Merger, and (vi) effectiveness
of the registration statement pertaining to such shares filed with the
Securities and Exchange Commission.
Norwest's obligation to consummate the Merger is also subject to, among
other things, (i) the total number of shares of AMAN Common Stock (including
phantom shares and other share equivalents) outstanding and subject to issuance
upon exercise of all warrants options, conversion rights, phantom shares, or
other share equivalents not having exceeded 2,000; (ii) the receipt of a
certificate from specified officers of AMAN concerning the accuracy and
completeness of AMAN's financial information presented in this Information
Statement-Prospectus and the absence of any material changes in such information
since the date of AMAN's most recent interim financial statements; (iii) the
absence of any reasonable basis for any proceeding, claim, or action seeking to
impose, or that could reasonably be expected to result in the imposition, on
AMAN of any liability arising from the release of hazardous substances under any
local, state, or federal environmental statute, regulation, or ordinance which
has had or could reasonably be expected to have a material adverse effect upon
AMAN; (iv) the absence of any change or any circumstance which has had or might
reasonably be expected to have a material adverse effect on the financial
condition, results of operations, business, or prospects of AMAN; and (v) AMAN
shall have been awarded the DOE Contract or AMAN shall have provided evidence
satisfactory to Norwest that it will not be awarded the DOE Contract.
REGULATORY APPROVALS
Consummation of the Merger requires the approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") under
Section 4 of the BHC Act. Norwest has filed an application with the Federal
Reserve Board, but there can be no assurance that the Federal Reserve Board will
approve the Merger, or as to the date of such approval. The Merger is
conditioned upon the receipt of all licenses or permits required under
applicable state law under which AMAN is licensed that are necessary to
consummate the change in control contemplated under the Reorganization
Agreement. There can be no assurance that any such approval, license or permit
will not contain a condition or requirement that causes it to fail to satisfy
the conditions to the consummation of the Merger.
The approval of any application merely indicates satisfaction of
regulatory criteria for approval, which do not include review of the transaction
from the standpoint of the adequacy of the consideration to be received by, or
fairness to, shareholders. Regulatory approvals do not constitute an endorsement
or recommendation of the proposed transactions.
Norwest and AMAN are not aware of any additional governmental approvals
or compliance with banking laws and regulations that would be required for
consummation of the Merger other than those described above. Should any other
approval or action be required, it is currently contemplated that such approval
or action would be sought. There can be no assurance that any such approval or
action, if needed, could be obtained and, if such approvals or actions are
obtained, there can be no assurance regarding the timing thereof. THE MERGER
CANNOT PROCEED IN THE ABSENCE OF ALL REQUISITE REGULATORY APPROVALS. SEE "THE
MERGER--CONDITIONS TO THE MERGER."
BUSINESS PENDING THE MERGER
Under the terms of the Reorganization Agreement, AMAN agreed to maintain
its corporate existence in good standing and to conduct its business in the
ordinary and usual manner. In the Reorganization Agreement AMAN has also agreed,
among other things, that it will not, without the prior written consent of
Norwest: (i) enter into any material agreement, contract, or commitment in
excess of
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$25,000; (ii) make any investments except investments made in the ordinary
course of business; (iii) declare, set aside, make, or pay any dividend or other
distribution with respect to its capital stock, except as consistent with past
practices and provided that such dividend or distribution does not disqualify
the Merger as a "pooling of interests" for accounting purposes; (iv) increase
the compensation or benefits of any employees, officers, directors or executive
employees, except pursuant to existing compensation plans and practices and
bonus plans consistent with historical practices; or (v) sell or otherwise
dispose of any of its assets or properties other than in the ordinary course of
business.
CERTAIN COVENANTS
The Reorganization Agreement includes a number of covenants of AMAN
which are customary in transactions such as the Merger. Among other things, the
Reorganization Agreement provides that, prior to the Closing Date, AMAN will (i)
make such adjustments as Norwest may request to conform AMAN's accounting
practices to those of Norwest and Norwest's plans with respect to the conduct of
AMAN's business following the Merger and to provide for costs and expenses
related to the consummation of the transactions contemplated by the
Reorganization Agreement; (ii) not take any action with respect to AMAN which
would disqualify the Merger as a "pooling of interests" for accounting purposes;
and (iii) not intentionally or due to gross neglect act or fail to act in any
manner that would have a material adverse effect on the financial condition,
results of operations, business or marketing efforts of AMAN.
The Reorganization Agreement also includes a number of covenants of
Norwest which are customary in transactions such as the Merger. The
Reorganization Agreement provides, among other things, that, prior to the
Closing Date, Norwest will (i) use its best efforts to file, by April 30, 1996,
a Registration Statement on Form S-4 with the Commission, (ii) file all
documents required for the shares of Norwest Common Stock to be issued to AMAN
in connection with the Merger to be listed on the New York Stock Exchange and
the Chicago Stock Exchange, and (iii) use its best efforts to obtain all
required Blue Sky approvals.
Neither AMAN nor any director, officer, representative, or agent of
AMAN, will solicit, authorize the solicitation of, or enter into any discussions
with any party other than Norwest concerning any offer or possible offer (i) to
purchase any shares of common stock, any option or warrant to purchase any
shares of common stock, any securities convertible into any shares of common
stock, or any other equity security of AMAN; (ii) to make a tender or exchange
offer for any shares of such common stock or other equity security; (iii) to
purchase, lease, or otherwise acquire the assets of AMAN except in the ordinary
course of business; or (iv) to merge, consolidate, or otherwise combine with
AMAN.
WAIVER, AMENDMENT, AND TERMINATION
Either Norwest or AMAN may, in writing, give any consent, terminate the
Reorganization Agreement in accordance with its terms, or waive any inaccuracies
in the representations and warranties of the other party or compliance by the
other party with any of the covenants and conditions in the Reorganization
Agreement.
At any time before the Closing Date the parties may amend the
Reorganization Agreement by action of their respective Boards of Directors or
pursuant to authority delegated by their respective Boards of Directors;
provided, however, that no such amendment occurring after approval of the Merger
by the shareholders of AMAN may adversely affect the consideration to be
received by the shareholders of AMAN.
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The Reorganization Agreement may be terminated at any time prior to the
Closing Date (i) by mutual written consent of the parties; (ii) by either party
by written notice to the other if the Merger shall not have been consummated by
November 30, 1996, unless such failure of consummation is due to the failure of
the party seeking termination to perform or observe in all material respects the
covenants and agreements to be performed or observed by it under the
Reorganization Agreement; provided, however, that if Norwest is the party
seeking to terminate the Reorganization Agreement, then AMAN will have five
business days in which to elect to consummate the Merger by accepting a total of
425,000 shares of Norwest Common Stock, less the number of shares required to
satisfy the Phantom Stock Agreements; (iii) by AMAN or Norwest upon written
notice to the other party if any court or governmental authority of competent
jurisdiction shall have issued a final unappealable order restraining, enjoining
or otherwise prohibiting the consummation of the transactions contemplated by
the Reorganization Agreement; (iv) by Norwest if AMAN made a material
misrepresentation or breach of its representations and warranties set forth in
the Reorganization Agreement and such breach or misrepresentation, after due
notice, has not been corrected, or if, after due notice, there has been a
failure on the part of AMAN to comply in any material respect with its
agreements or covenants set forth in the Reorganization Agreement; (v) by AMAN
if Norwest made a material misrepresentation or breach of its representations
and warranties set forth in the Reorganization Agreement and such breach or
misrepresentation, after due notice, has not been corrected, or if, after due
notice, there has been a failure on the part of Norwest to comply in any
material respect with its agreements or covenants set forth in the
Reorganization Agreement; or (vi) by either Norwest or AMAN upon thirty days'
written notice if the required approval of the shareholders of AMAN for the
adoption and the approval of the Merger and the Reorganization Agreement is not
received. If the Reorganization Agreement is terminated in accordance with the
preceding clause (vi), AMAN shall be required to pay to Norwest, within five
business days of the effective date of the termination, a fee equal to $1
million.
MANAGEMENT AND OPERATIONS AFTER THE MERGER
After the Merger, AMAN will continue to operate at its present
locations, offering the same services currently offered.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In considering the recommendation of AMAN's Board with respect to the
Merger, shareholders of AMAN should be aware that certain officers and directors
of AMAN have direct or indirect interests separate from their interests as
holders of AMAN Common Stock, as set forth below.
After the Effective Time, all of AMAN's officers will continue to be
officers of AMAN. Two of the officers are also directors but will not continue
to be directors of AMAN. These parties will hold such positions until their
successors are elected.
CERTAIN DIFFERENCES IN RIGHTS OF SHAREHOLDERS
AMAN is incorporated as a corporation in the State of South Dakota and
Norwest is incorporated as a corporation in the State of Delaware. Shareholders
of AMAN, whose rights are governed by AMAN's articles of incorporation and
bylaws will, upon consummation of the Merger, become stockholders of Norwest.
Their rights as Norwest stockholders will be governed by Norwest's Restated
Certificate of Incorporation ("Norwest Certificate") and bylaws, each as
amended, and by the Delaware General Corporation Law ("DGCL"). The following is
a summary of certain significant differences between the rights of shareholders
of AMAN and the rights of stockholders of Norwest.
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CAPITAL STOCK
AMAN. AMAN's Articles of Incorporation authorize the issuance of 5,000
shares of common stock, $5.00 par value, of which 2,000 shares are outstanding.
All such outstanding shares have equal rights and preferences with respect to
voting, dividends and distributions upon liquidation.
NORWEST. See the documents included under the heading "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE," especially Norwest's Current Report on Form 8-K
dated April 30, 1996 containing a description of the Norwest Common Stock for a
description of certain aspects of the capital stock of Norwest and certain
rights of Norwest's stockholders.
SHAREHOLDER VOTE REQUIREMENTS
CERTAIN BUSINESS COMBINATIONS
AMAN. Under South Dakota law, a merger must be approved by the
affirmative vote of a majority of the outstanding shares of AMAN entitled to
vote on such an action. In addition, the affirmative vote of a majority of the
outstanding shares of AMAN entitled to vote is required to approve the sale,
lease, exchange, transfer or other disposition of all or substantially all the
corporation's assets.
NORWEST. Except as described below, the affirmative vote of a
majority of the outstanding shares of Norwest Common Stock entitled to vote
thereon is required to approve a merger or consolidation involving Norwest or
the sale, lease or exchange of all or substantially all of Norwest's corporate
assets. No vote of the stockholders is required, however, in connection with a
merger in which Norwest is the surviving corporation and (i) the agreement of
merger for the merger does not amend in any respect the Norwest Certificate,
(ii) each share of capital stock outstanding immediately before the merger is to
be an identical outstanding or treasury share of Norwest after the merger, and
(iii) the number of shares of capital stock to be issued in the merger (or to be
issuable upon conversion of any convertible instruments to be issued in the
merger) does not exceed 20% of the shares of Norwest's capital stock outstanding
immediately before the merger.
In addition to being subject to the laws of Delaware, Norwest, as a
bank holding company, is subject to various provisions of federal law with
respect to mergers, consolidations and certain other corporate transactions.
REMOVAL OF DIRECTORS
AMAN. Under South Dakota law and AMAN's bylaws, a director, or the
entire AMAN Board, may be removed with or without cause by the affirmative vote
of the holders of a majority of the outstanding shares entitled to vote on such
removal.
NORWEST. Under Delaware law, any director, or the entire Norwest
Board, may be removed with or without cause by the affirmative vote of a
majority of the outstanding shares entitled to vote on such removal.
VACANCIES ON THE BOARD OF DIRECTORS
AMAN. As permitted under South Dakota law, AMAN's bylaws provide
that a vacancy or vacancies on AMAN's Board may be filled by a majority of the
remaining directors. Stockholders have
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no statutory right to compel an election even if, after filling vacancies by
directors, the directors elected by stockholders are less than a majority of the
Board of Directors.
NORWEST. Vacancies on the Norwest Board may be filled by a majority
of the remaining directors or, in the event a vacancy is not so filled or if no
director remains, by the stockholders. Directors of Norwest are elected by
plurality of the votes of shares of Norwest capital stock entitled to vote
thereon present in person or by proxy at the meeting at which directors are
elected.
AMENDMENTS TO THE CERTIFICATE OR ARTICLES OF INCORPORATION
AMAN. Under South Dakota law, a majority of the outstanding shares
entitled to vote thereon is required to amend the articles of incorporation of
AMAN, and a proposed amendment must also be approved by the vote of a majority
of outstanding shares of a class, whether such class is entitled to vote
thereon, under certain circumstances.
NORWEST. The Norwest Certificate may be amended only if the proposed
amendment is approved by the Norwest Board and thereafter approved by a majority
of the outstanding stock entitled to vote thereon and by a majority of the
outstanding stock of each class entitled to vote thereon as a class.
AMENDMENTS TO BYLAWS
AMAN. The power to alter, amend or repeal the bylaws and to adopt new
bylaws is vested in AMAN's Board by the South Dakota Business Corporation Act.
Pursuant to AMAN's bylaws, the bylaws of the corporation may be amended by a
vote of shareholders representing three-fourths of all stock issued and
outstanding.
NORWEST. The Norwest Bylaws may be amended by a majority of the
Norwest Board or by a majority of the outstanding stock entitled to vote
thereon. Shares of Norwest Preferred Stock and Norwest Preference Stock
currently authorized in the Norwest Certificate may be issued by the Norwest
Board without amending the Norwest Certificate or otherwise obtaining the
approval of Norwest's stockholders.
CUMULATIVE VOTING
Cumulative voting permits the holder of each share of stock entitled to
vote in the election of directors to cast that number of votes which equal the
number of directors to be elected. The holder may allocate all votes represented
by a share to a single candidate or may allocate those votes among as many
candidates as he or she chooses. Thus, a shareholder with a significant minority
percentage of the outstanding shares may be able to elect one or more directors
if voting is cumulative. In contrast, where no cumulative voting is provided
for, the holder or holders of a majority of the shares entitled to vote in an
election of directors will be able to elect all the directors.
AMAN. South Dakota law and AMAN's bylaws both provide for cumulative
voting in the election of directors.
NORWEST. Under Delaware law, cumulative voting of stock applies only
when so provided in the certificate of incorporation of a corporation. The
Norwest Certificate does not currently provide for cumulative voting in the
election of directors.
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DISSENTERS' RIGHTS
AMAN. Under South Dakota law, dissenters' rights are available to AMAN
shareholders with respect to the following actions: (i) mergers and
consolidations (including the Merger); (ii) any sale or exchange of all or
substantially all of the property and assets of AMAN not made in the usual and
regular course of business; (iii) certain plans of exchange; (iv) certain
amendments to the articles of incorporation; and (v) any corporate action taken
pursuant to a vote of stockholders to the extent that the articles, bylaws or
board resolutions so provide. Where required, the corporation must pay each
dissenting shareholder the estimated fair value of the shares held by such
person, plus interest. Dissenting stockholders retain all other rights of a
stockholder until those rights are cancelled or modified by corporate action.
See the more detailed discussion below under "Rights of Dissenting
AMAN Shareholders."
NORWEST. Section 262 of the DGCL provides for stockholder appraisal
rights in connection with mergers and consolidations generally; however,
appraisal rights are not available to holders of any class or series of stock
that, at the record date fixed to determine stockholders entitled to receive
notice of and to vote at the meeting to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held of
record by more than 2,000 stockholders, so long as stockholders receive shares
of the surviving corporation or another corporation whose shares are so listed
or designated or held by more than 2,000 stockholders. Norwest Common Stock is
listed on the NYSE and the CHX and currently held by more than 2,000
stockholders. For these reasons, assuming that the other conditions described
above are satisfied, holders of Norwest Common Stock will not have appraisal
rights in connection with mergers and consolidations involving Norwest.
SPECIAL MEETINGS
AMAN. Under South Dakota law and pursuant to AMAN's bylaws, special
meetings of stockholders may be called by the President, and in his absence by
the Secretary or AMAN's Board, and shall be called by AMAN's Board upon the
request of the holders of twenty-five percent (25%) of the outstanding shares of
AMAN.
NORWEST. Under the DGCL, special meetings of stockholders may be called
by the board of directors or by such persons as may be authorized in the
certificate of incorporation or bylaws. The Norwest Bylaws provide that a
special meeting of stockholders may be called only by the Chairman of the Board,
a Vice Chairman, the President or a majority of the Norwest Board. As such,
holders of Norwest Common Stock do not have the ability to call a special
meeting of stockholders.
ACTION WITHOUT A MEETING
AMAN. Under South Dakota law and AMAN's bylaws, AMAN shareholders may
act without a meeting if a consent in writing to such action is signed by all
shareholders.
NORWEST. As permitted by Section 228 of the DGCL and the Norwest
Certificate, any action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting pursuant to the written consent of the
holders of the number of shares that would have been required to effect the
action at an actual meeting of the stockholders.
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ANTITAKEOVER STATUTES
AMAN. The South Dakota Domestic Public Corporation Takeover Act governs
changes or potential changes in the control of domestic public corporations.
AMAN is not a South Dakota domestic public corporation, and therefore, is not
subject to the provisions of such Act.
Under the South Dakota Business Corporation Act, since AMAN's
articles of incorporation or bylaws do not otherwise state, a meeting of
shareholders must be called by AMAN's Board to vote on the Merger.
NORWEST. The Delaware antitakeover statute governs "business
combinations" between a publicly held Delaware corporation having certain
numbers of stockholders or listed on certain exchanges and an "interested
stockholder." This statute is designed primarily to regulate the second step of
a two-tiered takeover attempt. Delaware law broadly defines a "business
combination" as including a merger, sale of assets, issuance of voting stock and
various other types of transactions with an interested stockholder and other
related parties. An "interested stockholder" is defined as any person who
beneficially owns, directly or indirectly, 15% or more of the outstanding voting
stock of a corporation. Delaware law prohibits a corporation from engaging in a
business combination with an interested stockholder for a period of three years
following the date on which the stockholder became an interested stockholder
unless (a) the board of directors approved the business combination before the
stockholder became an interested stockholder, (b) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, such stockholder owned at least 85% of the voting stock outstanding
when the transaction began, excluding in computing such percentage shares held
by certain types of stockholders or (c) the board of directors approved the
business combination after the stockholder became an interested stockholder and
the business combination was approved by at least two-thirds of the outstanding
voting stock not owned by such stockholder.
DERIVATIVE ACTIONS
AMAN. Under South Dakota law, a derivative action may be brought on
behalf of AMAN if the plaintiff alleges in the complaint that the plaintiff was
a stockholder at the time of the transaction or that the shares devolved on the
plaintiff by operation of law. The plaintiff must also describe the plaintiff's
efforts to secure from the Board of Directors such action as the plaintiff
desires and the reason for the failure of such efforts or for not making the
effort. The derivative action may not be maintained if it becomes apparent the
plaintiff does not adequately and fairly represent the interests of the
stockholders in the corporation.
NORWEST. Under Delaware law, a stockholder may bring an action on
behalf of the corporation if the plaintiff alleges in the complaint that the
plaintiff was a stockholder at the time of the transaction or that his shares
devolved on him by operation of law.
DIVIDENDS AND DISTRIBUTIONS
AMAN. Under South Dakota law, AMAN may pay dividends on its outstanding
shares in cash, property or its own shares, except where AMAN is insolvent or
when the payment thereof would render AMAN insolvent; provided that dividends
paid in cash or property may be paid only out of unreserved and unearned surplus
of AMAN.
NORWEST. Delaware corporations may pay dividends out of surplus or, if
there is no surplus, out of net profits for the fiscal year in which declared
and for the preceding fiscal year. Section 170 of the
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DGCL also provides that dividends may not be paid out of net profits if, after
the payment of the dividend, capital is less than the capital represented by the
outstanding stock of all classes having a preference upon the distribution of
assets.
PROPOSAL OF BUSINESS, NOMINATION OF DIRECTORS
AMAN. South Dakota law provides for detailed advance notice and
informational procedures which shareholders must follow in order to nominate a
candidate to serve as a director or to propose an item of business for
consideration at a meeting of shareholders.
NORWEST. The Norwest Bylaws contain detailed advance notice and
information procedures which must be complied with in order for a stockholder to
nominate a person to serve as a director. The Norwest Bylaws generally require a
stockholder to give notice of a proposed nominee in advance of the stockholders
meeting at which directors will be elected. In addition, the Norwest Bylaws
contain detailed advance notice and informational procedures which must be
followed in order for a Norwest stockholder to propose an item of business for
consideration at a meeting of Norwest stockholders.
INDEMNIFICATION AND LIMITATION ON DIRECTOR LIABILITY
AMAN. Under South Dakota law, AMAN may indemnify any person made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such person
was or is a director, officer, employee or agent of such corporation, against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person, if such person acted
in good faith and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful.
NORWEST. The Norwest Certificate provides that a director (including an
officer who is also a director) of Norwest shall not be liable personally to
Norwest or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability arising out of (i) any breach of the director's
duty of loyalty to Norwest or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payment of a dividend or approval of a stock repurchase in violation
of Section 174 of the DGCL, or (iv) any transaction from which the director
derived an improper personal benefit. This provision protects Norwest's
directors against personal liability for monetary damages from breaches of their
duty of care. It does not eliminate the director's duty of care and has no
effect on the availability of equitable remedies, such as an injunction or
rescission, based upon a director's breach of his duty of care.
The Norwest Certificate provides that Norwest must indemnify, to the
fullest extent authorized by the DGCL, each person who was or is made a party
to, is threatened to be made a party to, or is involved in, any action, suit, or
proceeding because he is or was a director or officer of Norwest (or was serving
at the request of Norwest as a director, trustee, officer, employee, or agent of
another entity) while serving in such capacity against all expenses,
liabilities, or loss incurred by such person in connection therewith, provided
that indemnification in connection with a proceeding brought by such person will
be permitted only if the proceeding was authorized by the Norwest Board. The
Norwest Certificate also provides that Norwest must pay expenses incurred in
defending the proceedings specified above in advance of their final disposition,
provided that if so required by the DGCL, such advance payments for expenses
incurred by a director or officer may be made only if he undertakes to repay all
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amounts so advanced if it is ultimately determined that the person receiving
such payments is not entitled to be indemnified.
The Norwest Certificate authorizes Norwest to provide similar
indemnification to employees or agents of Norwest.
Pursuant to the Norwest Certificate, Norwest may maintain insurance, at
its expense, to protect itself and any directors, officers, employees or agents
of Norwest or another entity against any expense, liability or loss, regardless
of whether Norwest has the power or obligation to indemnify that person against
such expense, liability or loss under the DGCL.
The right to indemnification is not exclusive of any other right which
any person may have or acquire under any statute, provision of the Norwest
Certificate or Norwest Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
INSPECTION RIGHTS
AMAN. Under South Dakota law, a stockholder who has owned shares in
AMAN for at least six months or who holds at least 5% of the outstanding shares
of the corporation, has the right to examine, at any reasonable time, for any
proper purpose, the books and records of account, minutes and record of
shareholders and to make extracts therefrom.
NORWEST. Under Delaware law, a stockholder of Norwest has the right to
inspect, copy and make extracts of the stockholder lists, including addresses
and other stockholder data, for a purpose reasonably related to the person's
interest as a stockholder. For ten days prior to and during a stockholders
meeting the stockholder list must be open to inspection by stockholders for any
purpose germane to the meeting and kept in the city where the meeting is to be
held.
DIRECTORS
STANDARD OF CARE
AMAN. South Dakota law requires that directors of AMAN exercise
their powers in good faith and with a view to the best interests of the
corporation.
NORWEST. Under Delaware law, a duty of care requires directors of
Norwest to inform themselves about all material information reasonably available
to them before making a business decision. The business judgment rule protects
good faith business decisions where the duty of care element is met and
reasonable diligence is met.
LIABILITY
AMAN. Under South Dakota law, AMAN directors who approve the
declaration of any dividend or other distribution of assets to stockholders
contrary to the provisions of the South Dakota Business Corporation Act or
AMAN's articles of incorporation are jointly and severally liable to the
corporation for the amount of such dividend which is paid or the value of such
assets which are distributed in excess of the amount which could have been paid
or distributed in accordance with the provisions of the South Dakota Business
Corporation Act and AMAN's articles of incorporation. In addition, AMAN
directors who approve any distribution of assets to stockholders during the
liquidation of the corporation prior to paying or adequately providing for all
known liabilities of the corporation are
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jointly and severally liable to creditors (to the extent that such liabilities
are not thereafter paid and discharged). Finally, directors who approve the
making of a loan to an officer or director of AMAN or the making of any loan
secured by the shares of stock of AMAN are jointly and severally liable to the
corporation for the amount of such loan until the repayment thereof.
NORWEST. Under Delaware law, a director of Norwest who willfully or
negligently violates restrictions on payment of dividends or stock purchases or
redemptions is jointly and severally liable (at any time within six years after
such payment, purchase or redemption) to the corporation and, in the event of
dissolution or insolvency, its creditors, for the full amount unlawfully paid
with interest. The Norwest Certificate eliminates the liability of directors for
monetary damages, except in the case of (i) breach of the duty of loyalty, (ii)
bad faith or intentional misconduct, (iii) unlawful distributions and (iv) any
transaction in which the director derived improper personal benefit.
RIGHTS OF DISSENTING AMAN SHAREHOLDERS UNDER SOUTH DAKOTA LAW
An AMAN stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of, any of the following corporate
actions: (i) any plan of merger or consolidation to which AMAN is a party, if
approval by the stockholders is required for the merger by law or the articles
of incorporation and the stockholder is entitled to vote on the merger; (ii) any
sale or exchange of all or substantially all of the property and assets of AMAN
not made in the usual and regular course of its business; (iii) any plan of
exchange to which AMAN is a party as the corporation whose shares will be
acquired, if the stockholder is entitled to vote on the plan; (iv) certain
amendments to the articles of incorporation of AMAN which materially and
adversely affect the rights appurtenant to the shares of the dissenting holder;
and (v) any other corporate action taken pursuant to a vote of the stockholders
to the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provides that dissenting stockholders are entitled to obtain
payment for their shares. A stockholder who is entitled to dissent and obtain
payment under law may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to such
stockholder or AMAN.
A stockholder of record may assert dissenters' rights as to fewer than
all of the shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one person and discloses the name and address
of each person on whose behalf he asserts dissenter's rights. The rights of a
partial dissenter are determined as if the shares as to which he dissents and
his other shares were registered in the names of different stockholders. A
beneficial stockholder who is not the record holder may assert dissenters'
rights as to shares held on his behalf only if he submits to AMAN the written
consent of the stockholder of record to the dissent at the time of or before the
beneficial stockholder asserts dissenters' rights.
If the proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, the notice of the meeting must
state that stockholders are or may be entitled to assert dissenters' rights
under law and obtain payment for their shares by complying with the terms of the
South Dakota Business Corporation Act, and be accompanied by a copy of the
relevant sections of such Act.
If the proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, a stockholder who wishes to
assert dissenters' rights and obtain payment for his shares (i) must file with
AMAN, before the vote, written notice of his intent to demand payment for his
shares if the proposed action is effectuated, and (ii) must not vote his shares
in favor of the proposed action. A stockholder who does not satisfy the
requirements of the foregoing sentence is not entitled to payment for his shares
under the South Dakota Business Corporation Act.
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If the proposed corporate action creating dissenters' rights is
approved at a stockholders' meeting, AMAN is required to deliver a notice to all
stockholders who gave due notice of their intention to demand payment and who
refrained from voting in favor of the proposed action. If the proposed corporate
action is to be taken without a vote of shareholders, AMAN is required to send
to all shareholders who are entitled to dissent and demand payment for their
shares a notice of the adoption of the plan of corporate action. The notice must
(i) state where and when a demand for payment shall be sent and certificates of
certificated shares shall be deposited in order to obtain payment, (ii) inform
holders of uncertificated shares to what extent transfer of shares will be
restricted from the time that demand for payment is received, (iii) supply a
form for demanding payment which includes a request for certification of the
date on which the shareholder, or the person on whose behalf the shareholder
dissents, acquired beneficial ownership of the shares, and (iv) be accompanied
by a copy of the relevant sections of the South Dakota Business Corporation Act.
The time set for the demand and deposit shall be not less than thirty days from
the mailing of the notice.
A shareholder who fails to demand payment, or fails, in the case of
certificated shares, to deposit certificates, as required by the South Dakota
Business Corporation Act will have no right under such act to receive payment
for his shares. If the shares are not represented by certificates, the
corporation may restrict their transfer from the time of receipt of demand
for payment until effectuation of the proposed corporate action, or the release
of restrictions set forth in the following three paragraphs. The dissenter shall
retain all other rights of a shareholder until these rights are modified by
effectuation of the proposed corporate action.
Within sixty days after the date set for demanding payment and
depositing certificates, if AMAN has not effectuated the proposed corporate
action and remitted payment for shares pursuant to the South Dakota Business
Corporation Act, it must return any certificates that have been deposited, and
release uncertificated shares from any transfer restriction imposed by reason of
the demand for payment.
If uncertificated shares have been released from transfer restrictions,
and deposited certificates have been returned, AMAN may at any later time send a
new notice conforming to the relevant requirements with like effect.
Immediately upon effectuation of the proposed corporate action, or upon
receipt of demand for payment if the corporate action has already been
effectuated, AMAN must remit to dissenters who have made demand and, if their
shares are certificated, have deposited their certificates, the amount which
AMAN estimates to be the fair value of the shares, with interest if any has
accrued. The remittance shall be accompanied by:
(i) AMAN's closing balance sheet and statement of income for a fiscal
year ending not more than sixteen months before the date of remittance,
together with the latest available interim financial statements;
(ii) A statement of AMAN's estimate of fair value of the shares; and
(iii) A notice of the dissenters' right to demand supplemental
payment, accompanied by a copy of the relevant sections of the South
Dakota Business Corporation Act.
If AMAN fails to remit or if the dissenter believes that the amount
remitted is less than the fair value of his shares, or that the interest is not
correctly determined, the dissenter may send AMAN his own estimate of the value
of the shares or of the interest and demand payment of the deficiency. If the
25
<PAGE>
dissenter fails to file such estimate within thirty days after AMAN mails the
remittance, the dissenter shall not be entitled to more than the amount
remitted.
Within sixty days after receiving a demand for payment, if any such
demands for payment remain unsettled, AMAN must file in an appropriate court a
petition requesting that the fair value of the shares and interest thereon be
determined by the court. All dissenters, wherever residing, whose demands have
not been settled will be made parties to the proceeding and AMAN will be
required to serve a copy of the petition on each such dissenter.
The court may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. All dissenters
who are made parties shall be entitled, after a hearing without a jury, to
judgment for the amount by which the fair value of their shares is found to
exceed the amount previously remitted with interest.
If AMAN were to fail to file a petition as described herein, each
dissenter who made a demand and who has not already settled his claim against
AMAN shall be paid by AMAN the amount demanded by him with interest, and may sue
therefor in an appropriate court.
AMAN may elect to withhold the remittance required from any dissenter
with respect to shares of which the dissenter or the person on whose behalf the
dissenter acts was not the beneficial owner on the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action. With respect to such shares, AMAN must, upon effectuating the
corporate action, state to each dissenter its estimate of the fair value of the
shares, state the rate of interest to be used, explaining the basis thereof, and
offer to pay the resulting amounts on receiving the dissenter's agreement to
accept them in full satisfaction.
If the dissenter believes that the amount offered is less than the fair
value of the shares and interest determined according to this section, he may
within thirty days after the date of mailing of AMAN's offer, mail the
corporation his own estimate of fair value and interest, and demand their
payment. If the dissenter fails to do so, he shall be entitled to no more than
AMAN's offer.
The foregoing summary does not purport to be a complete statement of the
provisions of the South Dakota Business Corporation Act, ss.ss.47-6-23 to
47-6-23.3, inclusive, and ss.ss.47-6-40 to 47-6-50, inclusive (the "Statutes"),
and is qualified in its entirety by reference to the relevant provisions of the
Statutes, the text of which is attached hereto as Appendix B. Any shareholder of
AMAN who desires to exercise dissenters' appraisal rights should carefully
review and comply with the relevant provisions of the Statutes. DISSENTERS'
RIGHTS WILL BE LOST IF THE PROCEDURAL REQUIREMENTS OF THE STATUTES ARE NOT FULLY
AND PRECISELY SATISFIED.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The obligation of AMAN to consummate the Merger is conditioned on, among
other things, the receipt of an opinion of Dorsey & Whitney LLP, counsel to
AMAN, which will be based upon facts and representations to be provided to such
firm, and subject to various assumptions and qualifications, substantially to
the effect that for federal income tax purposes (i) the Merger will constitute a
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of
the Code; (ii) no gain or loss will be recognized by holders of AMAN Common
Stock upon receipt of Norwest Common Stock except for cash received in lieu of
fractional shares; (iii) the basis of the Norwest Common Stock received by the
shareholders of AMAN will be the same as the basis of AMAN Common Stock
exchanged therefor; and (iv) the holding period of the shares of Norwest Common
Stock received by the
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<PAGE>
shareholders of AMAN will include the holding period of the AMAN Common Stock,
provided such shares of AMAN Common Stock were held as a capital asset as of the
Effective Time of the Merger.
The Internal Revenue Service (the "IRS") has not been and will not be
asked to rule upon the tax consequences of the Merger. An opinion of counsel is
not binding on the IRS and there can be no assurance that the IRS will not take
a position contrary to the opinion or that the opinion will be upheld by the
courts if challenged by the IRS. In addition, the tax opinion will be based upon
the Code, regulations currently in effect thereunder, current administrative
rulings and practice, and judicial authority, all of which are subject to
change.
The tax opinion will be based upon certain assumptions, including the
assumption that the holders of AMAN Common Stock do not have any plan or
intention to sell, exchange or otherwise dispose of a number of shares of
Norwest Common Stock received pursuant to the Merger that would reduce the
ownership of Norwest Common Stock by all of the pre-Merger holders of AMAN
Common Stock to a number of shares having a value, as of the date of the Merger,
of less than 50% of the value of all of the formerly outstanding AMAN Common
Stock as of the same date.
If the required tax opinion is not received, the Merger will not be
consummated unless the condition requiring its receipt is waived and the
approvals of the AMAN shareholders are resolicited by means of an updated
Information Statement-Prospectus.
The foregoing is only a general description of certain anticipated
federal income tax consequences of the Merger, without regard to the particular
facts and circumstances of the tax situation of each shareholder of AMAN. The
summary set forth above does not purport to be a complete analysis of all
potential tax effects of the transactions contemplated by the Reorganization
Agreement or the Merger itself. No information is provided herein with respect
to the tax consequences, if any, of the Merger under state, local, foreign or
other tax laws. EACH AMAN SHAREHOLDER IS URGED TO CONSULT HIS OWN TAX AND
FINANCIAL ADVISORS CONCERNING THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
AS WELL AS ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES, BASED UPON HIS
OWN PARTICULAR FACTS AND CIRCUMSTANCES.
RESALE OF NORWEST COMMON STOCK
The shares of Norwest Common Stock issuable to shareholders of AMAN upon
consummation of the Merger have been registered under the Securities Act. Such
shares may be traded freely and without restriction by those shareholders not
deemed to be "affiliates" of AMAN or Norwest as that term is defined in the
rules under the Securities Act. Norwest Common Stock received by those
shareholders of AMAN who are deemed to be affiliates of AMAN may be resold
without registration as provided for by Rule 145, or as otherwise permitted
under the Securities Act. In the Reorganization Agreement, AMAN has agreed to
use its best efforts to cause each executive officer, director, or shareholder
of AMAN who may reasonably be deemed to be an affiliate of AMAN to enter into an
agreement with Norwest providing that such affiliate will not sell, transfer, or
otherwise dispose of the shares of Norwest Common Stock to be received by such
person in the Merger except in compliance with the applicable provisions of the
Securities Act and the rules and regulations promulgated thereunder. This
Information Statement-Prospectus does not cover any resales of Norwest Common
Stock received by affiliates of AMAN.
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<PAGE>
STOCK EXCHANGE LISTING
The Reorganization Agreement provides for the filing by Norwest of
listing applications with the NYSE and the CHX covering the shares of Norwest
Common Stock issuable upon consummation of the Merger. It is a condition to the
consummation of the Merger that such shares of Norwest Common Stock shall have
been authorized for listing on the NYSE and the CHX.
DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENT PLAN
For those stockholders who elect to participate in Norwest's Dividend
Reinvestment and Optional Cash Payment Plan dividends on Norwest Common Stock
will be reinvested in shares of Norwest Common Stock at market price (as defined
in the Plan). The plan also permits participants to invest through voluntary
cash payments, within certain dollar limitations in additional shares of Norwest
Common Stock at the market price (as defined in the Plan) of such stock at the
time of purchase. It is anticipated that after the Effective Time, Norwest will
continue to offer its Dividend Reinvestment and Optional Cash Payment Plan and
that shareholders of AMAN who receive Norwest Common Stock in the Merger will
have the right to participate therein.
ACCOUNTING TREATMENT
It is anticipated that the Merger will be accounted for as a "pooling of
interests" transaction in accordance with generally accepted accounting
principles.
Under the pooling-of-interests method of accounting, the historical
basis of the assets and liabilities of Norwest and AMAN will be combined at the
Effective Time and carried forward at their previously recorded amounts, and the
stockholders' equity accounts of AMAN will be combined with Norwest's on
Norwest's consolidated balance sheet. Income and other financial statements of
Norwest will not be restated retroactively because the Merger is not material to
the consolidated financial statements of Norwest.
In order for the Merger to qualify for pooling-of-interests accounting
treatment, among other things, substantially all (90% or more) of the
outstanding AMAN Common Stock must be exchanged for Norwest common stock. AMAN
has agreed not to take any action that would disqualify the Merger from
pooling-of-interests accounting treatment by Norwest.
The per common share data contained in this Information Statement-
Prospectus has been prepared using the pooling-of-interests method of accounting
to account for the Merger. See "SUMMARY--Comparative Per Common Share Data."
EXPENSES
Norwest and AMAN will each pay their own expenses in connection with the
Merger and the transactions contemplated thereby, including fees and expenses of
their respective accountants and counsel.
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<PAGE>
INFORMATION ABOUT AMAN
DESCRIPTION OF THE BUSINESS
AMAN is engaged in the collection of defaulted debt obligations. AMAN
collects debt owed by individuals resulting from student loans (90% of total
revenue), unpaid state tax obligations (7% of total revenue), and miscellaneous
individual debt (3% of total revenue). Defaulted debt is placed with AMAN by
creditors on a commission basis ranging from 13% to 40% of payments obtained
while the account is listed. See "Business Methods" herein.
On December 31, 1995 AMAN had total assets of $4,223,340, total
liabilities of $908,430 and total stockholders' equity of $3,314,910.
AMAN originated its business in Mobridge, South Dakota in 1954, as
Mobridge Credit Bureau, Inc. and moved to Aberdeen, South Dakota in 1961,
changing its name to Aman Collection Service, Inc. Currently, AMAN conducts its
business from three separate buildings, all located in Aberdeen, South Dakota.
Marketing efforts are conducted throughout the United States.
AMAN Common Stock is not publicly traded and has no established trading
market. Cash dividends per share were declared as follows:
Year ended December 31,
1995.............................. $2,060.00
1994.............................. $142.00
Cash dividends represent Subchapter "S" distributions made to
shareholders of AMAN for related individual income taxes and general purposes.
OPERATIONS
AMAN derives its revenue through the operation of four collection
departments. Each of these departments is located in Aberdeen, South Dakota. The
departments are: ED, which collects indebtedness owed to the United States
Department of Education ("DOE" or "Department of Education") through a contract
with the Department of Education; FFELP, which collects indebtedness owed to
student loan Guarantee Agencies through contracts with USA Group Guarantee
Services ("USA Group"), and, beginning May 1, 1996, the California Student Aid
Commission; TPC, which collects indebtedness owed to college campus student aid
programs and miscellaneous debt listed with AMAN through contracts with
individual institutions; and REVENUE, which collects unpaid tax obligations
through contracts with state governments.
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<PAGE>
AMAN REVENUE BY DEPARTMENT
--------------------------
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
ED $1,118,023 $6,746,213 $7,932,430
FFELP (combined with TPC) (combined with TPC) 302,145
TPC 2,431,236 786,995 776,322
Revenue (combined with TPC) 1,193,432 1,115,503
</TABLE>
NUMBER OF AMAN COLLECTORS BY DEPARTMENT
<TABLE>
<CAPTION>
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
ED 25 30 40
FFELP (combined with TPC) (combined with TPC) 8
TPC 17 12 10
Revenue (combined with TPC) 9 15
</TABLE>
AMAN receives accounts on a commission basis. Therefore, no value is
placed on inventory of uncollected accounts, work in process, or promised
payments. Revenue is recognized only when a cash payment is received from a
debtor.
The contract with the Department of Education was awarded to AMAN
effective in November 1992. The nature of the contract required AMAN to expand
personnel and physical space to handle the contract. The contract was for a
two-year period with an additional one-year collection period. The contract may
be extended for two additional one-year option periods. Effective November 1995,
the Department of Education exercised the second one-year option. The contract
provides for a 29 percent commission fee on collections under the contract. The
fees from collections were $2,853,247 and $4,625,351 for the years ended
December 31, 1995 and 1994, respectively.
During 1994, the Department of Education began its
Consolidation/Rehabilitation Loan Program to rehabilitate defaulted loans so
that loans may be purchased by an eligible lender and removed from default
status. The contract provides for a 29 percent commission fee on rehabilitated
loans which are sold to eligible lenders through January 1995 and 18.5 percent
commission fee thereafter. For the years ended December 31, 1995 and 1994, the
collection income totaled $5,169,261 and $2,120,863, respectively.
The U.S. Department of Education is in the process of renewing its
collection contracts. While AMAN anticipates the renewal of its contract with
the U.S. Department of Education, no assurance can be provided that the
Department of Education will renew its contract with AMAN. The failure to
receive a renewal from the Department of Education would have a significant
negative impact of the net earnings of AMAN. In addition, AMAN has been informed
by USA Group that listings for 1996 are expected to double from the 1995 level
of $80 million. AMAN has also received a four-year contract with the California
Student Aid Commission beginning in May 1996. AMAN expects the listings from
this contract to be approximately $100 million during each year of the contract.
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<PAGE>
GEOGRAPHY
AMAN conducts all collection operations in Aberdeen, South Dakota. AMAN
is licensed as a collection agency in those states which require licensing, and
in which it has existing contracts. AMAN's marketing office is located in
Aberdeen, South Dakota, with additional sales persons located in Pierre, South
Dakota, and Sebring, Florida.
REGULATION
AMAN's collection operations are primarily governed by the Fair Debt
Collection Practices Act ("FDCPA"), the Fair Credit Reporting Act ("FCRA"), and
individual state consumer protection and collection agency licensing laws. The
Federal Trade Commission oversees and regulates the actions of collection
agencies. In addition, federal and state laws provide for the right of private
action by individuals within the protected class (i.e. debtors).
The federal government does not require licensing of collection
agencies to comply with the FDCPA or the FCRA. Individual states are allowed to
require licensing for agencies. The type of license and the requirement
governing the need to be licensed vary greatly among states. Generally,
financial strength and stability of the organization, integrity of senior
management, knowledge and experience in the collection industry, office
location, prior violations of law, and ability to audit collection techniques
and alleged violations of collection laws are considered by state licensing
agencies when considering an application for license. Some states reserve the
right to audit a licensed agency upon demand. Licenses are generally renewed
annually, however some are renewed biannually.
AMAN's contracts require compliance with: (i) the Federal Equal
Employment Opportunity Act, which prohibits employment discrimination against
applicants for hire on the basis of sex, marital status, race, color, religion,
national origin or age; (ii) the Occupational Safety and Health Act, which
requires the work place to be safe; (iii) the Americans with Disabilities Act,
which requires certain actions and conditions to allow employment of persons who
are disabled; (iv) affirmative action laws, which require AMAN to actively seek
certain types of employees and suppliers; (v) the Consumer Credit Reporting Act,
which requires certain care in reporting debt information; and (vi) other
applicable state and federal laws.
BUSINESS METHODS
AMAN provides resolution of delinquent debt for the student loan
industry and various state tax departments. Since 1968, AMAN has specialized in
assisting campus-based programs, guarantee agencies, the Department of Education
and state tax departments with collections. AMAN uses a customer service
approach to its clients and to borrowers, which produces excellent recovery
while complying with governmental minimum resolution requirements, producing
superior program audits and minimizing borrower complaints. AMAN's experience
with and commitment to debt management provides AMAN's clients with a contractor
that has the experience, capacity, technology, personnel, and knowledge to
collect defaulted loans, comply with the mandated resolution process and
substantially reduce defaults.
AMAN's successful integration of technology and personnel has produced
a loan collection system which locates borrowers, motivates borrowers to make
payments, and safeguards and documents the entire collection process. While many
major debt management providers possess basic computer and telephone systems to
perform collection services, AMAN has blended the use of its advanced computer
hardware and software systems, its acquisition of external location information,
messaging services,
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<PAGE>
intelligent dialing systems, and individual toll-free collector telephone
numbers to support a well-trained collection force.
Beginning with the placement of loans, AMAN's system monitors
continuous compliance with contract requirements and company mandated resolution
steps. The system automatically produces required contacts through letters or
telephone calls. Location information is obtained from borrower files, including
references, and from the strategic purchases of externally available location
information. AMAN continually purchases location information from outside
sources and monitors the information's effectiveness, and uses those sources
which can most economically provide accurate location information for borrowers.
AMAN collectors are trained to understand the perspective of a
borrower. Discussions with borrowers are designed to educate borrowers of their
need to pay their debts. Collectors are trained in the FDCPA and proper
collection techniques. In addition, these discussions are designed to inform
borrowers of the benefits of payment for future credit, the avoidance of
non-eligibility for additional student loans, eligibility for subsidized
mortgages and future financing opportunities, and consolidation and
rehabilitation alternatives.
AMAN's system is designed to provide a full resolution of the
delinquent debt. AMAN believes that given the proper information, motivation,
and payment alternative, each borrower will choose to resolve his or her
account. Collectors inform borrowers of each action intended, explain
alternatives, suggest action, and enforce commitments. During this process, the
collection procedure is documented to provide a proper audit trail.
SOURCES OF FUNDS
The following table represents AMAN's growth from the period from 1993
to 1995:
Average # of
Year Listings Revenue Collectors
1993 $247,769,394 $3,682,136 42
1994 327,668,075 8,799,879 51
1995 423,321,000 10,326,438 73
COMPETITION
AMAN competes for collection contracts in two distinct markets. The
majority of AMAN's revenue is generated from collection of defaulted student
loans. The balance of the revenue is generated from the collection of delinquent
tax obligations. Debt is placed with AMAN on a contingent fee basis in
accordance with contracts signed between AMAN and the holders of the debt.
In its Department of Education contract, AMAN competes with CSC Credit
Services, Inc., Houston, Texas; Diversified Collection Services, Inc., San
Leandro, California; Unger & Associates, Dallas, Texas; GC Services Limited
Partnership, Houston, Texas; Equifax, Atlanta, Georgia; and First Data
Corporation, through its subsidiaries Master Collectors, ACB Business Services,
and Nationwide Credit, Phoenix, Arizona.
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<PAGE>
The performance of AMAN in the Department of Education (subrogated
student loans) collection contract is evaluated every six (6) months with
evaluation points given for contract compliance, and net collections. During the
six (6) audit periods which have been completed in connection with AMAN's
current contract, AMAN has been rated first in its region twice, and has been
rated second in its region twice. As a result of successful performance, the
Department of Education rewards contracts with additional bonus payments and
increased share of accounts. Based on its performance, AMAN has received bonus
payments and increased account distributions in four of the six evaluations.
In its FFELP (guaranteed student loans) collections, AMAN competes with
each of the contractors above, as well as A. M. Miller and Associates, Inc.,
Minneapolis, Minnesota; Van Ru Credit Corporation, Skokie, Illinois; CRW
Financial, Richardson, Texas; Payco American Corp., Brookfield, Wisconsin;
Allied Interstate, Minneapolis, Minnesota; General Revenue Corporation,
Cincinnati, Ohio; and JDR Recovery Corp., Ramsey, New Jersey.
While AMAN is not directly compared to its competitors within the FFELP
market under its current contract, AMAN has successfully completed three (3)
consecutive audits with USA Group with no unresolved audit issues. AMAN has
recently received a contract award from the California Student Aid Commission
(CSAC) based upon its successful bid, which included among other things its
audit history, performance history, and recommendations of existing clients.
In the state tax receivables portion of its business, AMAN competes
nationally against Payco American Corp.; FCA International Ltd, Montreal,
Quebec, Canada; CSC Credit Services; GC Services Limited Partnership;
Diversified Collection Services, Inc; First Data Corp.; and General Revenue
Corp. AMAN has a 15 year history collecting receivables for the State of
Minnesota and has successfully completed several audits with the Minnesota
Department of Revenue during that time period.
In addition to the collection agencies listed above, AMAN competes with
many mid-size and small collection agencies for business for state tax
delinquencies and for campus-based student loan programs. Several hundred
collection agencies have contracts with individual college campuses and
individual departments within state government. These collection agencies
generally have specific ties to an institution or department and are awarded a
portion of the business for that individual institution. These collection
agencies, however, do not usually bid for complex receivables contracts on a
nationwide basis.
The collections industry has within the last 10 years become
sophisticated and systems driven, requiring capabilities including integration
of internal and external data, and organizing and preserving data for audit
purposes. In addition, a significant consolidation of the industry has begun.
Successful collection agencies are capable of initiating and operating large
receivables management contracts for creditors who have centralized default
operations. AMAN expects to continue to be successful in acquiring business
within the student loan and state tax industries. In addition, AMAN expects to
consider expansion of its collection services to the federal government (outside
the Department of Education), child support, and business receivables.
EMPLOYEE RELATIONS
As of December 31, 1995, AMAN employed approximately 160 persons. AMAN
believes its employee relations are excellent.
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<PAGE>
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AMAN Common Stock is not publicly traded and has no established trading
market. Cash dividends per share were declared as follows:
Year ended December 31,
-----------------------
1995...................... $2,060.00
1994...................... $142.00
Cash dividends represent Subchapter "S" distributions made to
shareholders of AMAN for related individual income taxes and general purposes.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Total service income of AMAN increased by 17% in 1995 ($10.3 million in
1995 compared with $8.8 million in 1994). The increase in service income was due
almost entirely to a 17% increase in collection income ($10.1 million in 1995
compared with $8.7 million in 1994). The increase in collection income was
primarily due to increases in collection income from contracts with the U.S.
Department of Education. In November, 1992 AMAN was awarded a collection
contract with the U.S. Department of Education. In addition, in July, 1994 the
U.S. Department of Education authorized the use of student loan consolidation
and rehabilitation for defaulted debt. Listings under these contracts were $231
million in 1993, $287 million in 1994, and $304 million in 1995. Collection
income from these contracts was $8.0 million in 1995 compared with $6.7 million
in 1994.
Operating expenses increased 25% in 1995 ($6.4 million in 1995 compared
with $5.2 million in 1994). The increase in expenses was directly related to the
increase in collections. A significant portion of AMAN's operating expenses vary
directly with the level of collections. These expenses include commissions,
telephone, collection fees, postage and other costs of doing business.
At December 31, 1995 stockholders' equity of AMAN totaled $3,314,910.
There was no long-term debt outstanding on that date. The nature of AMAN's
collection business is such that significant outflows of resources are not
required to expand operations. As a result, AMAN funds its operations primarily
through cash provided by its operating activities. AMAN does have an $800,000
line of credit, which is maintained to provide additional liquidity. In
addition, AMAN has previously borrowed amounts from one of its shareholders. In
addition to funds required for its collection activities, AMAN leases computer
equipment under long-term capital lease agreements. At December 31, 1995 the
present value of the minimum lease payments under these agreements was $377,534.
In order to accommodate AMAN's future growth, funds must be expended for
training personnel, and for acquiring additional equipment and upgrading
software systems. In 1995, AMAN renovated approximately 20,000 square feet of
office space, to be used for collection activities, at a cost of approximately
$800,000. As a result, additional property costs are not expected to be
incurred in order to accommodate foreseeable growth in 1996 and 1997. Capital
and training costs necessary to support AMAN's projected growth in 1996 and 1997
are estimated to be approximately $200,000 annually. Due to a significant
revenue stream from the DOE contract, interruption of payment can result in a
temporary increase in demand on cash. Regular payment practice results in the
DOE paying within 60 days of billing. However, the DOE has at times taken up to
120 days to pay. AMAN management has funded this temporary need for cash through
loans equal to eighty percent (80%) of DOE receivables, and anticipates being
able to do so again if the need arises. AMAN considers its capital resources to
be adequate for its future operations.
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<PAGE>
Ninety percent (90%) of AMAN revenues are generated by the collection
of defaulted student loans. Of the student loan revenue generated, approximately
seventy percent (70%) is currently generated by a contract for collections with
the Department of Education. The DOE contract ends on November 1, 1996.
Management anticipates that the contract will be rebid and that AMAN will be
awarded a new contract. However, should a new contract not be obtained, the loss
of the contract would result in a material adverse effect on AMAN. No additional
contract results in revenue exceeding ten percent (10%) of AMAN's revenue.
In addition, AMAN has been informed by USA Group that listings for 1996
are expected to double from the 1995 level of $80 million. AMAN has also
received a four-year contract with the California Student Aid Commission
beginning in May 1996. AMAN expects the listings from this contract to be
approximately $100 million during each year of the contract.
No outstanding material commitments for capital expenditures existed as
of the end of the latest fiscal period.
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<PAGE>
SELECTED FINANCIAL DATA
AMAN COLLECTION SERVICE, INC.
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
------------------- ------------------- --------------- --------------- -------------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
- ---------------------
Service income $10,326.4 8,799.9 3,682.1 2,396.7 2,114.4
Operating expenses 6,424.8 5,151.0 3,645.6 2,689.1 2,068.2
Operating profit (loss) 3,901.6 3,648.9 36.5 (292.4) 46.2
Other income 26.8 2.3 8.9 19.3 1.1
Interest expense 30.6 58.2 69.3 9.9 3.6
----------- -------- --------- --------- ---------
Income before provision for
income taxes 3,897.8 3,593.0 (23.9) (283.0) 43.7
Provisions for income tax
expense (benefit) (1) -- -- -- (64.4) 6.5
----------- -------- --------- --------- ---------
Net income (loss) $ 3,897.8 3,593.0 (23.9) (218.6) 37.2
========= ======= ========= ======== ========
PER COMMON SHARE DATA (2)
- -------------------------
Net income (loss) $1,949 1,797 (12) (109) 19
Dividends declared (3) 2,060 142 -- -- --
BALANCE SHEET DATA
- ------------------
At period end:
Total assets $4,223.3 4,732.3 1,076.9 816.8 596.6
Long-term liabilities 378.6 134.0 414.3 250.6 14.3
Total stockholders' equity 3,314.9 3,537.1 228.1 252.0 470.7
</TABLE>
(1) As of January 1, 1994, AMAN elected to have its income taxed under Section
1372 of the Internal Revenue Code which provides that, in lieu of
corporation income taxes, the shareholders are taxed on their proportionate
share of the company's taxable income.
(2) Based on weighted shares outstanding of 2,000 shares.
(3) Cash dividends in 1995 and 1994 represent Subchapter "S" distributions made
to shareholders of AMAN for related individual income tax and general
purposes.
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<PAGE>
CERTAIN REGULATORY CONSIDERATIONS PERTAINING TO NORWEST
GENERAL
As a bank holding company, Norwest is subject to supervision and
examination by 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 insured by the Bank Insurance
Fund of the Federal Deposit Insurance Corporation ("FDIC"); deposits
attributable to certain of Norwest's savings associations are insured by the
Savings Association Insurance Fund (the "SAIF"). For that reason, such banking
subsidiaries are subject to regulation by 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.
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 which are well secured and
in the process of collection. Under these provisions Norwest's national bank
subsidiaries could have declared, as of December 31, 1995, aggregate dividends
of at least $274.1 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,
37
<PAGE>
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
nonbanking subsidiaries, whether in the form of loans, extensions of credit,
investments or asset purchases. Such transfers by any subsidiary bank to Norwest
or any nonbanking subsidiary are limited in amount to 10% of the bank's capital
and surplus and, with respect to Norwest and all such nonbanking 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 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 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. ss.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 certain 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 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.
38
<PAGE>
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
shareholders' 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
securing rights ("MSRs") and purchased credit card relationships ("PCCRs"), be
deducted from Tier 1 capital. The guidelines, however, grandfather identifiable
assets (other than MSRs and PCCRs) acquired on or before February 19, 1992 and
permit the inclusion of readily marketable MSRs and PCCRs in Tier 1 capital to
the extent that (i) MSRs and PCCRs do not collectively exceed 50% of Tier 1
capital and (ii) PCCRs do not exceed 25% of Tier 1 capital. For such purposes,
MSRs and PCCRs each are included in Tier 1 capital only up to the lesser of (i)
90% of their fair market value (which must be determined quarterly) and (ii)
100% of their remaining unamortized book value of such assets. The OCC has
adopted substantially similar regulations.
In addition, the Federal Reserve Board's final 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 which are substantially similar to the foregoing. At
December 31, 1995, Norwest's Tier 1 and total capital (the sum of Tier 1 and
Tier 2 capital) to risk-adjusted assets ratios were 8.11% and 10.18%,
respectively, and Norwest's leverage ratio was 5.65%. 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 the 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 their 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 believes that these recent proposals and revisions to the capital
guidelines will not materially impact its operations.
39
<PAGE>
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes. Among other things,
FDICIA requires the federal banking regulators to take "prompt corrective
action" in respect of FDIC-insured depository institutions that do not meet
minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." Under applicable
regulations, an FDIC-insured depository institution is defined to be well
capitalized if it maintains a leverage ratio of at least 5%, a risk adjusted
Tier 1 capital ratio of at least 6% and a risk-adjusted total capital ratio of
at least 10%, and is not subject to a directive, order or written agreement to
meet and maintain specific capital levels. An insured depository institution is
defined to be adequately capitalized if it meets all of its minimum capital
requirements as described above. An insured depository institution will be
considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a risk-adjusted total capital ratio of
less than 6%, risk-adjusted Tier 1 capital ratio of less than 3% or a leverage
ratio of less than 3%, and critically undercapitalized if it fails to maintain a
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 external and internal 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 rule 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.
40
<PAGE>
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised regulatory
standards for real estate lending, "truth in savings" provisions and the
requirement that a depository institution give 90 days' notice to customers and
regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in the
business of placing deposits with insured depository institutions or with
interest rates significantly higher than prevailing market rates) unless (i) it
is "well capitalized" or (ii) it is "adequately capitalized" and receives a
waiver from the FDIC. A bank that cannot receive brokered deposits also cannot
offer "pass-through" insurance on certain employee benefit accounts, unless it
provides certain notices to affected depositors. In addition, a bank that is
"adequately capitalized" and that has not received a waiver from the FDIC may
not pay an interest rate on any deposits in excess of 75 basis points over
certain prevailing market rates. There are no such restrictions on a bank that
is "well capitalized." At December 31, 1995, all of Norwest's banking
subsidiaries were well capitalized and therefore were not subject to these
restrictions.
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 an institution's capitalization risk category and "supervisory
subgroup." An institution's 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 at
a rate determined by the FDIC to be appropriate to increase the SAIF's reserve
ration 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
41
<PAGE>
established a reserve of $23.5 million based on an estimated insurance premium
rate of 66 cents per $100 of insured deposits, which reserve has been funded
primarily by the refund of BIF insurance premiums.
DEPOSITOR PREFERENCE
Under the Federal Deposit Insurance Act, claims of holders of domestic
deposits and certain claims of administrative expenses and employee compensation
against an FDIC-insured depository institution have priority over other general
unsecured claims against the institution in the "liquidation or other
resolution" of the institution by a receiver.
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.
The financial statements of AMAN as of and for the years ended December
31, 1995 and 1994 included in this Information Statement-Prospectus have been
audited by Eide Helmeke PLLP, independent auditors, as stated in their report
appearing herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
LEGAL OPINIONS
A legal opinion to the effect that the shares of Norwest Common Stock
offered hereby, when issued in accordance with the Reorganization Agreement,
will be validly issued and fully paid and nonassessable, has been rendered by
Stanley S. Stroup, Executive Vice President and General Counsel of Norwest. At
December 31, 1995, Mr. Stroup was the beneficial owner of approximately 107,753
shares and held options to acquire 247,410 additional shares of Norwest Common
Stock.
MANAGEMENT OF NORWEST AND ADDITIONAL INFORMATION
Certain information relating to the 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 its Annual Report on Form 10-K for the year ended
December 31, 1995, which is incorporated in this Information
Statement-Prospectus by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE." Shareholders of AMAN desiring copies of such documents may contact
Norwest at its address or phone number indicated under "AVAILABLE INFORMATION"
above.
42
<PAGE>
INDEX TO AMAN FINANCIAL STATEMENTS
Page
INDEPENDENT AUDITOR'S REPORT........................... F-2
FINANCIAL STATEMENTS:
Balance Sheets........................................F-3
Statements of Operations and Retained Earnings....... F-5
Statements of Cash Flows............................. F-6
Notes to Financial Statements........................ F-8
F-1
<PAGE>
- --------------------------------------------
- --------------------------------------------
EIDE HELMEKE PLLP
Certified Public Accountants & Consultants
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Aman Collection Service, Inc.
Aberdeen, South Dakota
We have audited the accompanying balance sheets of Aman Collection Service, Inc.
as of December 31, 1995 and 1994, and the related statements of operations and
retained earnings, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aman Collection Service, Inc.
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/ Eide Helmeke PLLP
January 25, 1996
Aberdeen, South Dakota
F-2
<PAGE>
AMAN COLLECTION SERVICE, INC.
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 138,920 $ 458,682
Accounts receivable:
Department of Education 2,487,765 3,427,385
Trade 230,799 132,103
Other 37,282 50,266
- -------------------------------------------------------------------------------------
Total current assets 2,894,766 4,068,436
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT 1,980,074 1,262,174
Less accumulated depreciation 675,862 603,786
- -------------------------------------------------------------------------------------
Net property and equipment 1,304,212 658,388
- -------------------------------------------------------------------------------------
OTHER ASSETS:
Cash value life insurance (net of policy loans
and accrued interest of $55,141 and $67,300) 24,362 5,483
- -------------------------------------------------------------------------------------
Total other assets 24,362 5,483
- -------------------------------------------------------------------------------------
Total assets $ 4,223,340 $ 4,732,307
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</TABLE>
(continued on next page)
F-3
<PAGE>
BALANCE SHEETS - PAGE 2
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of capital lease obligation $ 87,237 $ 58,667
Accounts payable 210,507 159,463
Accrued interest payable - 7,500
Accrued DOE Consolidation Loan Program liabilities - 590,206
Other accrued liabilities 205,743 106,169
Due customers' trust account 26,368 39,143
Note payable - officer - 100,000
- ---------------------------------------------------------------------------------------------------
Total current liabilities 529,855 1,061,148
- ---------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
Capital lease obligation 290,297 115,989
Deferred executive compensation 88,278 18,024
- ---------------------------------------------------------------------------------------------------
Total long-term liabilities 378,575 134,013
- ---------------------------------------------------------------------------------------------------
Total liabilities 908,430 1,195,161
- ---------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock (authorized 5,000 shares at $5
par value, 2,000 shares issued) 10,000 10,000
Retained earnings 3,304,910 3,527,146
- ---------------------------------------------------------------------------------------------------
Total stockholders' equity 3,314,910 3,537,146
- ---------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $4,223,340 $4,732,307
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
AMAN COLLECTION SERVICE, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
SERVICE INCOME:
Collection income $ 10,132,861 $ 8,675,047
Interest and fees received 108,226 112,239
Collection system income 697 127
Pre collection income 5,384 10,296
Tracing income 79,270 2,170
- ----------------------------------------------------------------------------------------------------
Total service income 10,326,438 8,799,879
OPERATING EXPENSES 6,424,798 5,150,952
- ----------------------------------------------------------------------------------------------------
Operating profit 3,901,640 3,648,927
- ----------------------------------------------------------------------------------------------------
OTHER INCOME (DEDUCTIONS):
Other income 26,751 2,304
Interest expense (30,627) (58,218)
- ----------------------------------------------------------------------------------------------------
Total other income (deductions) (3,876) (55,914)
- ----------------------------------------------------------------------------------------------------
NET INCOME $ 3,897,764 $ 3,593,013
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
RETAINED EARNINGS
BALANCE, BEGINNING OF YEAR $ 3,527,146 $ 218,133
Dividends paid (4,120,000) (284,000)
Net income 3,897,764 3,593,013
- ----------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR $ 3,304,910 $3,527,146
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
INCOME PER OUTSTANDING SHARE $ 1,949 $1,797
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
F-5
<PAGE>
AMAN COLLECTION SERVICE, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $3,897,764 $3,593,013
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 190,162 160,715
Loss on sale of equipment - 6,374
Cash value life insurance (18,879) (1,506)
Deferred executive compensation 70,254 4,951
Changes in assets and liabilities:
Accounts receivable 853,908 (3,050,617)
Accounts payable 51,044 26,308
DOE Consolidation Loan Program liabilities (590,206) 590,206
Other accrued liabilities 99,574 104,737
Accrued interest payable (7,500) 4,140
Due customers' trust account (12,775) (22,712)
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 4,533,346 1,415,609
- --------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (559,515) (212,646)
Proceeds on sale of equipment - 7,702
- --------------------------------------------------------------------------------------------------------
Net cash used in investing activities (559,515) (204,944)
- --------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (4,120,000) (284,000)
Net payments on line of credit - (414,312)
Decrease in bank overdraft - (1,623)
Payments on notes payable - officer (100,000) -
Principal payments on capital lease obligation (73,593) (52,448)
- --------------------------------------------------------------------------------------------------------
Net cash used in financing activities (4,293,593) (752,383)
- --------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH (319,762) 458,282
CASH AT BEGINNING OF YEAR 458,682 400
- --------------------------------------------------------------------------------------------------------
CASH AT END OF YEAR $ 138,920 $ 458,682
=======================================================================================================
</TABLE>
(continued on next page)
F-6
<PAGE>
STATEMENTS OF CASH FLOWS - PAGE 2
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for interest $ 53,740 $ 54,078
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Equipment acquired under a capital lease $ 367,540 $ 107,120
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
F-7
<PAGE>
AMAN COLLECTION SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash - For purposes of reporting cash flows, the Company considers all checking
and savings accounts subject to withdrawal as cash. The Company places its
temporary cash investments with high credit quality financial institutions. At
times such investments may be in excess of the FDIC insurance limit.
Revenue recognition - Revenue is recognized as payments on listed accounts are
received.
Property and equipment - Property and equipment are stated at cost. Expenditures
for renewals and improvements that significantly add to the productive capacity
or extend the useful life of an asset are capitalized. Expenditures for
maintenance and repairs are charged to expense currently. When depreciable
properties are retired or sold, the cost and related accumulated depreciation
are eliminated from the accounts and the resultant gain or loss is reflected in
income.
Depreciation is provided for over the estimated useful lives of the individual
assets using the straight-line method. The estimated useful lives used in the
computation of depreciation are as follows:
Office furniture and equipment 5-10 years
Transportation equipment 5 years
Leasehold improvements 5-39 years
Equipment under capital lease 5 years
The Corporation, for income tax reporting purposes, is computing depreciation
based on lives established by statutory guidelines.
Income taxes - The Company has elected as of January 1, 1994 to have its income
taxed under Section 1372 of the Internal Revenue code, which provides that, in
lieu of corporation income taxes, the shareholders are taxed on their
proportionate share of the company's taxable income.
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassification - Certain amounts in the 1994 financial statements have been
reclassified to conform to the current year presentation. Such reclassifications
have no effect on net income.
NOTE 2 - OPERATIONS
Aman Collection Service, Inc.'s primary line of business is collection of
receivable accounts and loans for businesses, state and local governments,
hospitals, professional people, colleges and universities and student loan
organizations.
(continued on next page)
F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS - PAGE 2
- -------------------------------------------------------------------------------
NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
1995 1994
--------------------------------------- ------------
Accumulated
Description Cost Depreciation Net Net
----------- ---- ------------ --- ---
<S> <C> <C> <C> <C>
Office furniture
and equipment $ 861,218 $522,655 $ 338,563 $240,504
Leasehold improvements 698,979 75,575 623,404 284,951
Equipment under
capital lease 419,877 77,632 342,245 132,933
--------- -------- --------- -------
$1,980,074 $675,862 $1,304,212 $658,388
========= ======= ========= =======
</TABLE>
NOTE 4 - NOTE PAYABLE - OFFICER
At December 31, 1994, the Company had an unsecured note payable to Thomas Aman
for $100,000 which was paid in full during 1995. Interest expense of $1,069 and
$7,500 for the years ended December 31, 1995 and 1994, respectively, has been
reflected in the financial statements.
NOTE 5 - LINE OF CREDIT
The Corporation has a line of credit of $800,000 with Dacotah Bank. The line of
credit bears interest at 9% and is secured by accounts receivable and equipment.
The balance outstanding was $0 at December 31, 1995 and 1994. The line of credit
expires on May 3, 1996.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Corporation has a number of financial instruments, none of which are held
for trading purposes. The Corporation estimates that the fair value of all
financial instruments at December 31, 1995, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Corporation using available market information and appropriate
valuation methodologies. Considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value, and,
accordingly, the estimates are not necessarily indicative of the amounts that
the Corporation could realize in a current market exchange.
(continued on next page)
F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS - PAGE 3
- ------------------------------------------------------------------------------
NOTE 7 - CAPITAL LEASES
The Company leases computer equipment under long-term capital lease agreements.
Amortization of the assets under capital leases of $67,160 and $52,916 is
included in depreciation expense for the years ended 1995 and 1994,
respectively.
Minimum future lease payments under the capital lease obligations as of December
31, 1995 are as follows:
1996 $ 103,312
1997 98,368
1998 88,480
1999 88,480
2000 36,866
--------
415,506
Less amounts representing interest (37,972)
Present value of minimum lease payments $ 377,534
=======
Presented in the balance sheet as follows:
Current portion of obligation under
capital lease $ 87,237
Obligation under capital lease
net of current portion 290,297
$377,534
NOTE 8 - DEFERRED EXECUTIVE COMPENSATION
The Corporation has initiated phantom stock agreements with two of its
executives' who are not stockholders in the Corporation.
The first agreement gave one executive the equivalent of a 5% ownership of the
Corporation in recognition for his services. The equivalent ownership is stated
at $25,000 which, if the executive terminates his employment, is payable over
five years. The deferred compensation liability has been discounted at 9% over
the payout period. The agreement also provides that upon the death of the
executive, the executive's heirs are to be paid the true value of the equivalent
ownership. The Corporation has insured the executives life for $500,000.
(continued on next page)
F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS - PAGE 4
- ------------------------------------------------------------------------------
The second agreement gave the other executive the equivalent of a 3% ownership
of the Corporation in recognition for his services. As of December 31, 1995, the
equivalent ownership is stated at $86,232 which, if the executive terminates his
employment, is payable in quarterly installments over five years. The deferred
compensation liability has been discounted at 9% over the payout period.
Effective January 1, 1996, the equivalent ownership will be stated at $93,546.
The agreement also provides that upon the death, retirement or disablement of
the executive, the executive or his heirs will receive an amount based on 3% of
the previous years net income times a factor of 2. The Corporation has insured
the executive's life for $300,000. In addition, the agreement provides upon the
sale of the Corporation, the executive will be paid 3% of the equivalent
ownership's percentage of the sales price.
Deferred compensation expense under the agreements totaled $70,254 and $4,951
for the years ended December 31, 1995 and 1994, respectively.
NOTE 9 - RENT - RELATED PARTY
The Corporation rents its buildings and parking lot from stockholders/officers
of the Corporation. The total rent expense was $228,000 and $147,135 for 1995
and 1994, respectively.
The rental agreement calls for an annual base rent of $228,000 through December
31, 1999, subject to a minimum of 3.5% of the Corporation's gross annual income.
NOTE 10 - LIFE INSURANCE POLICIES
The Company maintains whole-life insurance policies on two of its executives.
Under the policies, the Company receives the cash surrender value if the policy
is terminated and, upon death of the insured, receives all benefits payable. The
cash surrender value of the life insurance net of policy loans and accrued
interest was $24,362 and $5,483 at December 31, 1995 and 1994, respectively.
The Corporation is also the beneficiary of term-life insurance policies held on
its officers as follows:
Thomas E. Aman $500,000
Robert A. Gloss 500,000
Carl Perry 300,000
NOTE 11 - LEASES
The Corporation leases office equipment under noncancelable operating leases
which have remaining terms in excess of one year.
(continued on next page)
F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS - PAGE 5
- -------------------------------------------------------------------------------
Approximate minimum future rental payments as of December 31, 1995 for the
remaining terms of the leases are as follows:
Year Ended
1996 $ 34,600
1997 18,500
1998 5,000
--------
Total minimum future
rental payments $ 58,100
========
NOTE 12 - BENEFIT OBLIGATIONS
The Corporation has adopted a 401(k) plan which allows employees to defer a
percentage of their wages. For each plan year, the Corporation will contribute
to the plan an amount of matching contributions determined at its discretion.
The plan also allows nonelective employer contributions. Employer matching
contributions totaled $14,709 for the year ended December 31, 1995. The
Corporation did not make any nonelective contributions in 1995.
NOTE 13 - DEPARTMENT OF EDUCATION CONTRACT
The Corporation was awarded a national collection contract with the Department
of Education commencing November, 1992. The nature of the contract required the
Corporation to expand personnel and physical space to handle this contract. This
is a two-year contract with an additional one-year collection period. The
contract may be extended for two additional one-year option periods. Effective
November 1995, the Department of Education exercised the second one-year option
period. The contract provides for a 29 percent commission fee on collections
under the contract. The fees from collections were $2,853,247 and $4,625,351 for
the years ended December 31, 1995 and 1994, respectively.
During 1994, the Department of Education began its Consolidation/Rehabilitation
Loan Program to rehabilitate defaulted loans so that the loan may be purchased
by an eligible lender and removed from default status. The contract provides for
a 29 percent commission fee on rehabilitated loans which are sold to eligible
lenders through January 1995 and 18.5 percent commission fee thereafter. For the
years ended December 31, 1995 and 1994, the collection income totaled $5,169,261
and $2,120,863, respectively.
NOTE 14 - SUBSEQUENT EVENT
Subsequent to December 31, 1995, the Corporation paid dividends of $750,000 to
fund shareholders' estimated tax payments.
# # # # #
F-12
<PAGE>
APPENDIX A
AGREEMENT
AND
PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into as
of the 21st day of March, 1996, by and between AMAN COLLECTION SERVICE, INC.
("AMAN"), a South Dakota corporation, and NORWEST CORPORATION ("Norwest"), a
Delaware corporation.
WHEREAS, the parties hereto desire to effect a reorganization whereby a
wholly owned subsidiary of Norwest will merge with and into AMAN (the "Merger")
pursuant to an agreement and plan of merger (the "Merger Agreement") in
substantially the form attached hereto as Exhibit A, which provides, among other
things, for the conversion and exchange of the shares of Common Stock of AMAN of
the par value of $5.00 per share ("AMAN Common Stock") outstanding immediately
prior to the time the Merger becomes effective in accordance with the provisions
of the Merger Agreement into shares of voting Common Stock of Norwest of the par
value of $1-2/3 per share ("Norwest Common Stock"),
WHEREAS, Thomas E. Aman and Daniel R. Moen, shareholders of AMAN, have
each executed and delivered to Norwest, as an inducement for Norwest to enter
into this Agreement, an Indemnification Agreement, Employment Agreements and a
representation letter;
NOW, THEREFORE, to effect such reorganization and in consideration of
the premises and the mutual covenants and agreements contained herein, the
parties hereto do hereby represent, warrant, covenant and agree as follows:
1. BASIC PLAN OF REORGANIZATION
(a) Merger. Subject to the terms and conditions contained herein, a
------
wholly owned subsidiary of Norwest (the "Merger Co.") will be merged by
statutory merger with and into AMAN pursuant to the Merger Agreement, with AMAN
as the surviving corporation, in which merger each share of AMAN Common Stock
outstanding immediately prior to the Effective Time of the Merger (as defined
below) (other than shares as to which statutory dissenters' appraisal rights
have been exercised) will be converted into and exchanged for a number of shares
of Norwest Common Stock as set forth in (i) and (ii) below.
(i) If, at the Effective Time of the Merger, AMAN has been
awarded a contract with The United States Department of Education ("USDOE") for
the collection of delinquent student accounts in accordance with its response to
USDOE's RFP 96-011 ("DOE Contract") then the number of shares of Norwest Common
Stock shall be 600,000 shares less the number of shares required to satisfy the
Phantom Stock Agreements, divided by the number of shares of AMAN Common Stock
outstanding.
(ii) If, at the Effective Time of the Merger, AMAN has not
been awarded a DOE Contract, then the number of shares of Norwest Common Stock
shall be 425,000 shares less the number of shares required to satisfy the
Phantom Stock Agreements, divided by the number of shares of AMAN Common Stock
outstanding.
A-1
<PAGE>
The Phantom Stock Agreements are the Agreement between Robert A. Gloss
("Gloss") and AMAN dated August 18, 1982, and the Deferred Compensation (Phantom
Stock) Plan entered into on June 7, 1993 by Carl E. Perry ("Perry") and AMAN.
Norwest shall contribute to AMAN the number of shares of Norwest Common
Stock required to satisfy the Phantom Stock Agreements, and AMAN shall deliver
said shares to Gloss and Perry.
(b) Norwest Common Stock Adjustments. If, between the date hereof and
---------------------------------
the Effective Time of the Merger, shares of Norwest Common Stock shall be
changed into a different number of shares or a different class of shares by
reason of any reclassification, recapitalization, split-up, combination,
exchange of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period (a "Common Stock Adjustment"),
then the number of shares of Norwest Common Stock into which a share of AMAN
Common Stock shall be converted pursuant to subparagraph (a), above, will be
appropriately and proportionately adjusted so that the number of such shares of
Norwest Common Stock into which a share of AMAN Common Stock shall be converted
will equal the number of shares of Norwest Common Stock which holders of shares
of AMAN Common Stock would have received pursuant to such Common Stock
Adjustment had the record date therefor been immediately following the Effective
Time of the Merger.
(c) Fractional Shares. No fractional shares of Norwest Common Stock and
-----------------
no certificates or scrip certificates therefor shall be issued to represent any
such fractional interest, and any holder thereof shall be paid an amount of cash
equal to the product obtained by multiplying the fractional share interest to
which such holder is entitled by the average of the closing prices of a share of
Norwest Common Stock as reported by the consolidated tape of the New York Stock
Exchange for each of the five (5) trading days ending on the day immediately
preceding the Closing Date.
(d) Mechanics of Closing Merger. Subject to the terms and conditions
---------------------------
set forth herein, the Merger Agreement shall be executed and it and Articles of
Merger shall be filed with the Secretary of State of the State of South Dakota
within five (5) business days after AMAN has been awarded the DOE Contract or
AMAN has provided evidence satisfactory to Norwest that it will not be awarded
the DOE Contract, or on such other date as may be agreed to by the parties (the
"Closing Date"), provided that the conditions precedent set forth in Sections 6
and 7 have been satisfied or waived. The time that the filing referred to in the
first sentence of this paragraph is made is herein referred to as the "Time of
Filing". The day on which such filing is made and accepted is herein referred to
as the "Effective Date of the Merger". The "Effective Time of the Merger" is the
Time of Filing. For accounting purposes the Effective Time of the Merger shall
be 11:59 p.m. Central Daylight time on the Effective Date of the Merger. At the
Effective Time of the Merger on the Effective Date of the Merger, the separate
existence of Merger Co. shall cease and Merger Co. will be merged with and into
AMAN pursuant to the Merger Agreement.
The closing of the transactions contemplated by this Agreement and the
Merger Agreement (the "Closing") shall take place on the Closing Date at the
offices of Norwest, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota.
2. REPRESENTATIONS AND WARRANTIES OF AMAN. AMAN represents and
warrants to Norwest as follows:
(a) Organization and Authority. AMAN is a corporation duly organized,
--------------------------
validly existing and in good standing under the laws of the State of South
Dakota, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified, and failure to be so qualified would
have a material adverse effect on
A-2
<PAGE>
AMAN, and has corporate power and authority to own its properties and assets and
to carry on its business as it is now being conducted. AMAN has furnished
Norwest true and correct copies of its articles of incorporation and by-laws, as
amended.
(b) AMAN's Subsidiaries. Except as set forth on Schedule 2(b), AMAN has
--------------------
no subsidiaries. Except as set forth on Schedule 2(b), AMAN does not own, and
has never owned, beneficially, directly or indirectly, more than 5% of any class
of equity securities or similar interests of any corporation, bank, business
trust, association or similar organization, and is not, directly or indirectly,
a partner in any partnership or party to any joint venture.
(c) Capitalization. The authorized capital stock of AMAN consists of
---------------
5000 shares of common stock, $5.00 par value, of which as of the date of this
Agreement, 2000 shares were outstanding and no shares were held in the treasury.
The maximum number of shares of AMAN Common Stock that would be outstanding as
of the Effective Date of the Merger if all options, warrants, conversion rights
and other rights with respect thereto were exercised is 2000. All of the
outstanding shares of capital stock of AMAN have been duly and validly
authorized and issued and are fully paid and nonassessable. There are no
outstanding subscriptions, contracts, conversion privileges, options, warrants,
calls, preemptive rights or other rights obligating AMAN to issue, sell or
otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of
capital stock of AMAN. Since December 31, 1995 no shares of AMAN capital stock
have been purchased, redeemed or otherwise acquired, directly or indirectly, by
AMAN and no dividends or other distributions have been declared, set aside, made
or paid to any of the shareholders of AMAN, except for a dividend of $750,000.
(d) Authorization. AMAN has the corporate power and authority to enter
-------------
into this Agreement and the Merger Agreement and, subject to any required
approvals of its shareholders, to carry out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Merger Agreement by AMAN and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by the Board of Directors of AMAN.
Subject to such approvals of shareholders and of government agencies and other
governing boards having regulatory authority over AMAN as may be required by
statute or regulation, this Agreement and the Merger Agreement are valid and
binding obligations of AMAN enforceable against AMAN in accordance with their
respective terms.
Except as set forth on Schedule 2(d), neither the execution, delivery
and performance by AMAN of this Agreement or the Merger Agreement, nor the
consummation of the transactions contemplated hereby and thereby, nor compliance
by AMAN with any of the provisions hereof or thereof, will (i) violate, conflict
with, or result in a breach of any provision of, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or result in the termination of, or accelerate the performance required
by, or result in a right of termination or acceleration of, or result in the
creation of, any lien, security interest, charge or encumbrance upon any of the
properties or assets of AMAN under any of the terms, conditions or provisions of
(x) its articles of incorporation or by-laws or (y) any note, bond, mortgage,
indenture, deed of trust, license for the use of any kind of property, lease,
agreement or other instrument or obligation to which AMAN is a party or by which
it may be bound, or to which AMAN or any of the properties or assets of AMAN may
be subject, or (ii) subject to compliance with the statutes and regulations
referred to in the next paragraph, violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation applicable to AMAN or any of its
respective properties or assets.
Other than in connection with any filings, consents, reviews,
authorizations, approvals or exemptions required under the collection services
licensing laws of the states where AMAN is licensed, in order for AMAN's
licenses to remain in good standing immediately following the Merger, and
filings required to effect the Merger under South Dakota law, no notice to,
filing with, exemption or review by,
A-3
<PAGE>
or authorization, consent or approval of, any public body or authority is
necessary for the consummation by AMAN of the transactions contemplated by this
Agreement and the Merger Agreement.
(e) AMAN Financial Statements. The balance sheets of AMAN as of
-------------------------
December 31, 1995 and 1994 and the related statements of income, stockholders'
equity and cash flows for the two years ended December 31, 1995 and 1994,
together with the notes thereto, audited by Eide Helmeke PLLP (collectively, the
"AMAN Financial Statements"), have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis and present fairly
the financial position of AMAN at the dates and the results of operations and
cash flows of AMAN for the periods stated therein.
(f) Reports. Since December 31, 1990, AMAN has filed all reports,
-------
registrations and statements, together with any required amendments thereto,
that it was required to file with any applicable authorities. All such reports
and statements filed with any such regulatory body or authority are collectively
referred to herein as the "AMAN Reports". As of their respective dates, the AMAN
Reports complied in all material respects with all the rules and regulations
promulgated by the authorities, as the case may be, and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(g) Properties and Leases. Except as may be reflected in the AMAN
---------------------
Financial Statements and except for any lien for current taxes not yet
delinquent, AMAN has good title free and clear of any liens, claims, charges,
options, encumbrances or similar restrictions to all the real and personal
property reflected in AMAN's balance sheet as of December 31, 1995, and all real
and personal property acquired since such date, except such real and personal
property as has been disposed of in the ordinary course of business. All leases
of real property and all other leases material to AMAN pursuant to which AMAN,
as lessee, leases real or personal property, which leases are described on
Schedule 2(g), are valid and effective in accordance with their respective
terms, and there is not, under any such lease, any material existing default by
AMAN or any event which, with notice or lapse of time or both, would constitute
such a material default. Substantially all of AMAN's buildings and equipment in
regular use have been well maintained and are in good and serviceable condition,
reasonable wear and tear excepted.
(h) Taxes. AMAN has filed all federal, state, county, and local tax
-----
returns, including information returns, required to be filed by it, and paid all
taxes owed by it, including those with respect to income, withholding, social
security, unemployment, workers compensation, franchise, ad valorem, premium,
excise and sales taxes, and no taxes shown on such returns to be owed by it or
assessments received by it are delinquent. AMAN is an S corporation as defined
in Section 1361 of the Internal Revenue Code of 1986 and such status has been
effective for all tax years beginning on and after January 1, 1994. Other than
this Agreement, AMAN has taken no action, nor failed to take any action, that
would result in the loss of its S corporation status. The federal income tax
returns of AMAN for the fiscal year ended December 31, 1992, and for all fiscal
years prior thereto, are for the purposes of routine audit by the Internal
Revenue Service closed because of the statute of limitations, and no claims for
additional taxes for such fiscal years are pending. AMAN has paid all taxes owed
or which it is required to withhold from amounts owing to employees, creditors
or other third parties. The balance sheet as of December 31, 1995 referred to in
paragraph 2(e) hereof, includes adequate provision for all accrued but unpaid
federal, state, county, and local taxes, interest, penalties, assessments or
deficiencies of AMAN with respect to all periods through the date thereof.
(i) Except only as set forth on Schedule 2(i), (i) AMAN is not a party
to any pending action or proceeding, nor, to the best knowledge of AMAN, is any
such action or proceeding threatened by any governmental authority, for the
assessment or collection of taxes, interest, penalties, assessments or
deficiencies and (ii) no issue has been raised by any federal, state, local or
foreign taxing authority in
A-4
<PAGE>
connection with an audit or examination of the tax returns, business or
properties of AMAN which has not been settled, resolved and fully satisfied.
(j) Absence of Certain Changes. Since December 31, 1995 there has been
--------------------------
no change in the business, financial condition or results of operations of AMAN
which has had, or may reasonably be expected to have, a material adverse effect
on the business, financial condition or results of operations of AMAN.
(k) Commitments and Contracts. Except as set forth on
--------------------------
Schedule 2(k), AMAN is not a party or subject to any of the following
(whether written or oral, express or implied):
(i) any employment contract or understanding
(including any understandings or obligations with respect to
severance or termination pay liabilities or fringe benefits)
with any present or former officer, director, employee or
consultant (other than those which are terminable at will by
AMAN);
(ii) any plan, contract or understanding providing
for any bonus, pension, option, deferred compensation,
retirement payment, profit sharing or similar arrangement with
respect to any present or former officer, director, employee
or consultant;
(iii) any labor contract or agreement with any
labor union;
(iv) any contract not made in the ordinary course of
business containing covenants which limit the ability of AMAN
to compete in any line of business or with any person or which
involve any restriction of the geographical area in which, or
method by which, AMAN may carry on its business (other than as
may be required by law or applicable regulatory authorities);
(v) any other contract or agreement which is a
"material contract" within the meaning of Item 601(b)(10) of
Regulation S-K; or which was not made in the ordinary course
of business;
(vi) any lease with annual rental payments
aggregating $10,000 or more;
(vii) any current or past agreement, contract or
understanding with any current or former director, officer,
employee, consultant, financial adviser, broker, dealer, or
agent providing for any rights of indemnification in favor of
such person or entity;
(viii) any order, judgment or decree.
(l) Litigation and Other Proceedings. AMAN has furnished Norwest copies
--------------------------------
of all attorney responses to the request of the independent auditors for AMAN
with respect to loss contingencies as of December 31, 1995 in connection with
the AMAN financial statements. Except as set forth on Schedule 2 (l) there are
no legal or regulatory proceedings pending against AMAN.
(m) Investigations. Neither AMAN nor any shareholder of AMAN has
--------------
been or is the subject of any investigation or proceeding by or before a
governmental agency.
(n) Insurance. AMAN is presently insured, and during each of the past
---------
five calendar years has been insured, for reasonable amounts with financially
sound and reputable insurance companies against such risks as companies engaged
in a similar business would, in accordance with
A-5
<PAGE>
good business practice, customarily be insured and has maintained all insurance
required by applicable laws, regulations, and contracts to which it is a party.
(o) Compliance with Laws. AMAN has all material (which shall be deemed
--------------------
to include all licenses, permits and authorizations required by any contract)
permits, licenses, authorizations, orders and approvals of, and has made all
filings, applications and registrations with governmental or regulatory bodies
that are required in order to permit it to own or lease its properties and
assets and to carry on its business as presently conducted; all such permits,
licenses, certificates of authority, orders and approvals are in full force and
effect and, to the best knowledge of AMAN, no suspension or cancellation of any
of them is threatened; and all such filings, applications and registrations are
current. The conduct by AMAN of its business and the condition and use of its
properties does not violate or infringe, in any respect material to any such
business, any applicable law, statute, ordinance, license or regulation. AMAN is
not in default under any order, license, regulation or demand of any
governmental agency or with respect to any order, writ, injunction or decree of
any court.
(p) Except for statutory or regulatory restrictions of general
application and except as set forth on Schedule 2(p), no governmental authority
has placed any restriction on the business or properties of AMAN which
reasonably could be expected to have a material adverse effect on the business
or properties of AMAN.
(q) Labor. No work stoppage involving AMAN is pending or, to the best
-----
knowledge of AMAN, threatened. AMAN is not involved in, or threatened with or
affected by, any labor dispute, arbitration, lawsuit or administrative
proceeding which could materially and adversely affect the business of AMAN.
(r) Employees of AMAN are not represented by any labor union nor are
any collective bargaining agreements otherwise in effect with respect to such
employees.
(s) Material Interests of Certain Persons. Except as set forth on
-------------------------------------
Schedule 2(s), to the best knowledge of AMAN no officer or director of AMAN, or
any "associate" (as such term is defined in Rule 14a-1 under the Securities
Exchange Act of 1934 which, together with the rules and regulations thereunder,
will be referred to herein as the "Exchange Act") of any such officer or
director, has any interest in any material contract or property (real or
personal), tangible or intangible, used in or pertaining to the business of
AMAN.
(t) AMAN Benefit Plans.
------------------
(i) The only "employee benefit plans" within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), for which AMAN
acts as the plan sponsor as defined in ERISA Section 3(16)(B),
and with respect to which any liability under ERISA or
otherwise exists or may be incurred by AMAN are those set
forth on Schedule 2(t) (the "Plans"). No Plan is a
"multi-employer plan" within the meaning of Section 3(37) of
ERISA.
(ii) Each Plan is and has been in all material
respects operated and administered in accordance with its
provisions and applicable law. Except as set forth on Schedule
2(s), AMAN has received favorable determination letters from
the Internal Revenue Service under the provisions of the Tax
Equity and Fiscal Responsibility Act ("TEFRA"), the Deficit
Reduction Act ("DEFRA") and the Retirement Equity Act ("REA")
for each of the Plans to which the qualification
A-6
<PAGE>
requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended (the "Code"), apply. AMAN knows of no reason
that any Plan which is subject to the qualification provisions
of Section 401(a) of the Code is not "qualified" within the
meaning of Section 401(a) of the Code and that each related
trust is not exempt from taxation under Section 501(a) of the
Code.
(iii) The present value of all benefits vested and
all benefits accrued under each Plan which is subject to Title
IV of ERISA did not, in each case, as determined for purposes
of reporting on Schedule B to the Annual Report on Form 5500
of each such Plan as of the end of the most recent Plan year
exceed the value of the assets of the Plan allocable to such
vested or accrued benefits.
(iv) Except as disclosed in Schedule 2(t), and to the
best knowledge of AMAN, no Plan or any trust created
thereunder, nor any trustee, fiduciary or administrator
thereof, has engaged in a "prohibited transaction", as such
term is defined in Section 4975 of the Code or Section 406 of
ERISA or violated any of the fiduciary standards under Part 4
of Title I of ERISA which could subject, to the best knowledge
of AMAN, such Plan or trust, or any trustee, fiduciary or
administrator thereof, or any party dealing with any such Plan
or trust, to the tax or penalty on prohibited transactions
imposed by said Section 4975 or would result in material
liability to AMAN.
(v) No Plan which is subject to Title IV of ERISA or
any trust created thereunder has been terminated, nor have
there been any "reportable events" as that term is defined in
Section 4043 of ERISA, with respect to any Plan, other than
those events which may result from the transactions
contemplated by this Agreement and the Merger Agreement.
(vi) No Plan or any trust created thereunder has
incurred any "accumulated funding deficiency", as such term is
defined in Section 412 of the Code (whether or not waived),
since the effective date of ERISA.
(vii) Except as disclosed in Schedule 2(t), neither
the execution and delivery of this Agreement and the Merger
Agreement nor the consummation of the transactions
contemplated hereby and thereby will (i) result in any
material payment (including, without limitation, severance,
unemployment compensation, golden parachute or otherwise)
becoming due to any director or employee or former employee of
AMAN under any Plan or otherwise, (ii) materially increase any
benefits otherwise payable under any Plan or (iii) result in
the acceleration of the time of payment or vesting of any such
benefits to any material extent.
(u) Proxy Statement, etc. None of the information regarding AMAN to be
--------------------
supplied by AMAN for inclusion in (i) a Registration Statement on Form S-4 to be
filed with the SEC by Norwest for the purpose of registering the shares of
Norwest Common Stock to be exchanged for shares of AMAN Common Stock pursuant to
the provisions of the Merger Agreement (the "Registration Statement"), (ii) the
proxy or information statement to be mailed to AMAN's shareholders in connection
with the meeting to be called to consider the Merger (the "Proxy Statement") and
(iii) any other documents to be filed with the SEC or any regulatory authority
in connection with the transactions contemplated hereby or by the Merger
Agreement will, at the respective times such documents are filed with the SEC or
any regulatory authority and, in the case of the Registration Statement, when it
becomes effective and, with respect to the Proxy Statement, when mailed, be
false
A-7
<PAGE>
or misleading with respect to any material fact, or omit to state any material
fact necessary in order to make the statements therein not misleading or, in the
case of the Proxy Statement or any amendment thereof or supplement thereto, at
the time of the meeting of shareholders referred to in paragraph 4(c), be false
or misleading with respect to any material fact, or omit to state any material
fact necessary to correct any statement in any earlier communication with
respect to the solicitation of any proxy for such meeting.
(v) Registration Obligations. AMAN is not under any obligation,
------------------------
contingent or otherwise, which will survive the Merger by reason of any
agreement to register any of its securities under the Securities Act.
(w) Brokers and Finders. Except for the employment of Geneva Business
-------------------
Services, Inc. ("Broker") by AMAN, neither AMAN nor any of its respective
officers, directors or employees has employed any broker or finder or incurred
any liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no other broker or finder has acted directly or indirectly
for AMAN in connection with this Agreement and the Merger Agreement or the
transactions contemplated hereby and thereby.
(x) Fiduciary Activities. AMAN has never had any account for which
--------------------
it has acted as a fiduciary including, without limitation, an account for which
it has served as trustee, agent, custodian, personal representative, guardian,
conservator or investment advisor.
(y) No Defaults. AMAN is not in default, nor has any event occurred
-----------
which, with the passage of time or the giving of notice, or both, would
constitute a default, under any material agreement, indenture, loan agreement or
other instrument to which it is a party or by which it or any of its assets is
bound or to which any of its assets is subject. To the best of AMAN's knowledge,
all parties with whom AMAN has material leases, agreements or contracts or who
owe to AMAN material obligations are in compliance therewith in all material
respects.
(z) Environmental Liability. There is no legal, administrative, or
-----------------------
other proceeding, claim, or action of any nature seeking to impose, or that
could result in the imposition of, on AMAN, any liability relating to the
release of hazardous substances as defined under any local, state or federal
environmental statute, regulation or ordinance including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, pending or to the best of AMAN's knowledge, threatened against
AMAN, the result of which has had or could reasonably be expected to have a
material adverse effect upon AMAN; to the best of AMAN's knowledge there is no
reasonable basis for any such proceeding, claim or action; and AMAN is not
subject to any agreement, order, judgment, or decree by or with any court,
governmental authority or third party imposing any such environmental liability.
AMAN has received no environmental assessments, reports, studies or other
related information with respect to its facilities. To the best of AMAN's
knowledge, all remodeling of its facilities during its occupancy has included
testing for the presence of asbestos and removal of any asbestos as required by
law.
(aa) General Liabilities. Except as set forth on any Schedule to this
-------------------
Agreement or as shown on the AMAN Financial Statements, or except as arising in
the ordinary course of business, or except as required to be reflected in a
balance sheet completed in accordance with generally accepted accounting
principles or except for contractual obligations, AMAN has no material
liabilities. For purposes of this paragraph 2(aa), "material" means more than
$100,000 with respect to all such liabilities in the aggregate.
A-8
<PAGE>
(bb) There are no legislative or regulatory developments or proposals
pending that would materially impair the ability of AMAN to operate its business
in substantially the same manner as it is operated as of the date of this
Agreement. For purposes of this paragraph 2(bb), "materially impair" means a
development or proposal that in Norwest's reasonable judgment will have an
adverse effect on AMAN's annual gross revenues of $3,500,000 or more.
3. REPRESENTATIONS AND WARRANTIES OF NORWEST. Norwest represents
and warrants to AMAN as follows:
(a) Organization and Authority. Norwest is a corporation duly
--------------------------
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified and failure to be so qualified would
have a material adverse effect on Norwest and its subsidiaries taken as a whole
and has corporate power and authority to own its properties and assets and to
carry on its business as it is now being conducted. Norwest is registered as a
bank holding company with the Federal Reserve Board under the Bank Holding
Company Act of 1956, as amended (the "BHC Act").
(b) Norwest Subsidiaries. Schedule 3(b) sets forth a complete and
--------------------
correct list as of December 31, 1995, of Norwest's Significant Subsidiaries (as
defined in Regulation S-X promulgated by the SEC) (individually a "Norwest
Subsidiary" and collectively the "Norwest Subsidiaries"), all shares of the
outstanding capital stock of each of which, except as set forth in Schedule
3(b), are owned directly or indirectly by Norwest. No equity security of any
Norwest Subsidiary is or may be required to be issued to any person or entity
other than Norwest by reason of any option, warrant, scrip, right to subscribe
to, call or commitment of any character whatsoever relating to, or security or
right convertible into, shares of any capital stock of such subsidiary, and
there are no contracts, commitments, understandings or arrangements by which any
Norwest Subsidiary is bound to issue additional shares of its capital stock, or
options, warrants or rights to purchase or acquire any additional shares of its
capital stock. Subject to 12 U.S.C. ss. 55 (1982), all of such shares so owned
by Norwest are fully paid and nonassessable and are owned by it free and clear
of any lien, claim, charge, option, encumbrance or agreement with respect
thereto. Each Norwest Subsidiary is a corporation or national banking
association duly organized, validly existing, duly qualified to do business and
in good standing under the laws of its jurisdiction of incorporation, and has
corporate power and authority to own or lease its properties and assets and to
carry on its business as it is now being conducted.
(c) Capitalization. The authorized capital stock of Norwest consists of
--------------
(i) 5,000,000 shares of Preferred Stock, without par value, of which as of the
close of business on September 30, 1995, 1,127,125 shares of 10.24% Cumulative
Preferred Stock at $100 stated value, 980,000 shares of Cumulative Tracking
Preferred Stock, 13,311 shares of ESOP Cumulative Convertible Preferred Stock,
at $1,000 stated value, and 33,732 shares of 1995 ESOP Cumulative Convertible
Preferred Stock, at $1,000 stated value, were outstanding; (ii) 4,000,000 shares
of Preference Stock, without par value, of which as of the close of business on
September 30, 1995, no shares were outstanding; and (iii) 500,000,000 shares of
Common Stock, $1-2/3 par value, of which as of the close of business on
September 30, 1995, 337,931,133 shares were outstanding and 4,768,328 shares
were held in the treasury. All of the outstanding shares of capital stock of
Norwest have been duly and validly authorized and issued and are fully paid and
nonassessable.
(d) Authorization. Norwest has the corporate power and authority to
-------------
enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by Norwest and the
consummation of the transactions contemplated hereby have been
A-9
<PAGE>
duly authorized by the Board of Directors of Norwest. No approval or consent by
the stockholders of Norwest is necessary for the execution and delivery of this
Agreement and the Merger Agreement and the consummation of the transactions
contemplated hereby and thereby. Subject to approvals under the BHC Act and any
other approvals required under state licensing laws in order for AMAN's licenses
to remain in good standing immediately after the Merger, this Agreement is a
valid and binding obligation of Norwest enforceable against Norwest in
accordance with its terms.
Neither the execution, delivery and performance by Norwest of this
Agreement or the Merger Agreement, nor the consummation of the transactions
contemplated hereby and thereby, nor compliance by Norwest with any of the
provisions hereof or thereof, will (i) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of, any lien,
security interest, charge or encumbrance upon any of the properties or assets of
Norwest or any Norwest Subsidiary under any of the terms, conditions or
provisions of (x) its certificate of incorporation or by-laws or (y) any
material note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which Norwest or any Norwest
Subsidiary is a party or by which it may be bound, or to which Norwest or any
Norwest Subsidiary or any of the properties or assets of Norwest or any Norwest
Subsidiary may be subject, or (ii) subject to compliance with the statutes and
regulations referred to in the next paragraph, to the best knowledge of Norwest,
violate any judgment, ruling, order, writ, injunction, decree, statute, rule or
regulation applicable to Norwest or any Norwest Subsidiary or any of their
respective properties or assets.
Other than in connection with or in compliance with the provisions of
the Securities Act of 1933 and the rules and regulations thereunder (the
"Securities Act"), the securities or blue sky laws of the various states or
filings, any consents, reviews, authorizations, approvals or exemptions required
to be obtained by Norwest under the collection services licensing laws of the
states where AMAN is licensed in order for such licenses to be in good standing
immediately following the Merger, the BHC Act , and filings required to effect
the Merger under South Dakota law, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any public body or
authority is necessary for the consummation by Norwest of the transactions
contemplated by this Agreement and the Merger Agreement.
(e) Norwest Financial Statements. The consolidated balance sheets of
----------------------------
Norwest and Norwest's subsidiaries as of December 31, 1993 and 1994 and related
consolidated statements of income, stockholders' equity and cash flows for the
three years ended December 31, 1994, together with the notes thereto, certified
by KPMG Peat Marwick LLP and included in Norwest's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 (the "Norwest 10-K") as filed with
the SEC, and the unaudited consolidated balance sheets of Norwest and its
subsidiaries as of September 30, 1995 and the related unaudited consolidated
statements of income and cash flows for the 9 months then ended included in
Norwest's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1995, as filed with the SEC (collectively, the "Norwest Financial
Statements"), have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis and present fairly (subject,
in the case of financial statements for interim periods, to normal recurring
adjustments) the consolidated financial position of Norwest and its subsidiaries
at the dates and the consolidated results of operations, changes in financial
position and cash flows of Norwest and its subsidiaries for the periods stated
therein.
(f) Reports. Since December 31, 1990, Norwest and each Norwest
-------
Subsidiary has filed all reports, registrations and statements, together with
any required amendments thereto, that it was
A-10
<PAGE>
required to file with (i) the SEC, including, but not limited to, Forms 10-K,
Forms 10-Q and proxy statements, (ii) the Federal Reserve Board, (iii) the FDIC,
(iv) the Comptroller and (v) any applicable state securities or banking
authorities. All such reports and statements filed with any such regulatory body
or authority are collectively referred to herein as the "Norwest Reports". As of
their respective dates, the Norwest Reports complied in all material respects
with all the rules and regulations promulgated by the SEC, the Federal Reserve
Board, the FDIC, the Comptroller and any applicable state securities or banking
authorities, as the case may be, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(g) Taxes. Each of Norwest and the Norwest Subsidiaries has filed all
-----
material federal, state, county, local and foreign tax returns, including
information returns, required to be filed by it, and paid or made adequate
provision for the payment of all taxes owed by it, including those with respect
to income, withholding, social security, unemployment, workers compensation,
franchise, ad valorem, premium, excise and sales taxes, and no taxes shown on
such returns to be owed by it or assessments received by it are delinquent. The
federal income tax returns of Norwest and the Norwest Subsidiaries for the
fiscal year ended December 31, 1979, and for all fiscal years prior thereto, are
for the purposes of routine audit by the Internal Revenue Service closed because
of the statute of limitations, and no claims for additional taxes for such
fiscal years are pending. Except only as set forth on Schedule 3(g), (i) neither
Norwest nor any Norwest Subsidiary is a party to any pending action or
proceeding, nor to Norwest's knowledge is any such action or proceeding
threatened by any governmental authority, for the assessment or collection of
taxes, interest, penalties, assessments or deficiencies which could reasonably
be expected to have any material adverse effect on Norwest and its subsidiaries
taken as a whole, and (ii) no issue has been raised by any federal, state, local
or foreign taxing authority in connection with an audit or examination of the
tax returns, business or properties of Norwest or any Norwest Subsidiary which
has not been settled, resolved and fully satisfied, or adequately reserved for.
Each of Norwest and the Norwest Subsidiaries has paid all taxes owed or which it
is required to withhold from amounts owing to employees, creditors or other
third parties.
(h) Absence of Certain Changes. Since December 31, 1995, there has been
--------------------------
no change in the business, financial condition or results of operations of
Norwest or any Norwest Subsidiary which has had, or may reasonably be expected
to have, a material adverse effect on the business, financial condition or
results of operations of Norwest and its subsidiaries taken as a whole.
(i) Litigation and Other Proceedings. Neither Norwest nor any Norwest
--------------------------------
Subsidiary is a party to any pending or, to the best knowledge of Norwest,
threatened, claim, action, suit, investigation or proceeding, or is subject to
any order, judgment or decree, except for matters which, in the aggregate, will
not have, or cannot reasonably be expected to have, a material adverse effect on
the business, financial condition or results of operations of Norwest and its
subsidiaries taken as a whole.
(j) Insurance. Norwest and each Norwest Subsidiary is presently insured
---------
or self insured, and during each of the past five calendar years (or during such
lesser period of time as Norwest has owned such Norwest Subsidiary) has been
insured or self-insured, for reasonable amounts with financially sound and
reputable insurance companies against such risks as companies engaged in a
similar business would, in accordance with good business practice, customarily
be insured and has maintained all insurance required by applicable law and
regulation.
A-11
<PAGE>
(k) Compliance with Laws. Norwest and each Norwest Subsidiary has all
--------------------
permits, licenses, authorizations, orders and approvals of, and has made all
filings, applications and registrations with, federal, state, local or foreign
governmental or regulatory bodies that are required in order to permit it to own
or lease its properties or assets and to carry on its business as presently
conducted and that are material to the business of Norwest or such Subsidiary;
all such permits, licenses, certificates of authority, orders and approvals are
in full force and effect, and to the best knowledge of Norwest, no suspension or
cancellation of any of them is threatened; and all such filings, applications
and registrations are current. The conduct by Norwest and each Norwest
Subsidiary of its business and the condition and use of its properties does not
violate or infringe, in any respect material to any such business, any
applicable domestic (federal, state or local) or foreign law, statute,
ordinance, license or regulation. Neither Norwest nor any Norwest Subsidiary is
in default under any order, license, regulation or demand of any federal, state,
municipal or other governmental agency or with respect to any order, writ,
injunction or decree of any court. Except for statutory or regulatory
restrictions of general application, no federal, state, municipal or other
governmental authority has placed any restrictions on the business or properties
of Norwest or any Norwest Subsidiary which reasonably could be expected to have
a material adverse effect on the business or properties of Norwest and its
subsidiaries taken as a whole.
(l) Norwest Benefit Plans.
---------------------
(i) As of September 30, 1995, the only "employee
benefit plans" within the meaning of Section 3(3) of ERISA for
which Norwest or any Norwest Subsidiary acts as plan sponsor
as defined in ERISA Section 3(16)(B) with respect to which any
liability under ERISA or otherwise exists or may be incurred
by Norwest or any Norwest Subsidiary are those set forth on
Schedule 3(l) (the "Norwest Plans"). No Norwest Plan is a
"multi-employer plan" within the meaning of Section 3(37) of
ERISA.
(ii) Each Norwest Plan is and has been in all
material respects operated and administered in accordance with
its provisions and applicable law. Except as set forth on
Schedule 3(l), Norwest or the Norwest Subsidiaries have
received favorable determination letters from the Internal
Revenue Service under the provisions of TEFRA, DEFRA and REA
for each of the Norwest Plans to which the qualification
requirements of Section 401(a) of the Code apply. Norwest
knows of no reason that any Norwest Plan which is subject to
the qualification provisions of Section 401(a) of the Code is
not "qualified" within the meaning of Section 401(a) of the
Code and that each related trust is not exempt from taxation
under Section 501(a) of the Code, except that any such Norwest
Plan may not have been amended to comply with TRA and other
recent legislation and regulations, although each such Norwest
Plan is within the remedial amendment period during which
retroactive amendment may be made.
(iii) The present value of all benefits vested and
all benefits accrued under each Norwest Plan which is subject
to Title IV of ERISA did not, in each case, as determined for
purposes of reporting on Schedule B to the Annual Report on
Form 5500 of each such Norwest Plan as of the end of the most
recent Plan year, exceed the value of the assets of the
Norwest Plans allocable to such vested or accrued benefits.
(iv) Except as set forth on Schedule 3(l), and to the
best knowledge of Norwest, no Norwest Plan or any trust
created thereunder, nor any trustee, fiduciary
A-12
<PAGE>
or administrator thereof, has engaged in a "prohibited
transaction", as such term is defined in Section 4975 of the
Code or Section 406 of ERISA or violated fiduciary standards
under Part 4 of Title I of ERISA, which could subject, to the
best knowledge of Norwest, such Norwest Plan or trust, or any
trustee, fiduciary or administrator thereof, or any party
dealing with any such Norwest Plan or trust, to the tax or
penalty on prohibited transactions imposed by said Section
4975 or would result in material liability to Norwest and its
subsidiaries taken as a whole.
(v) Except as set forth on Schedule 3(l), no Norwest
Plan which is subject to Title IV of ERISA or any trust
created thereunder has been terminated, nor have there been
any "reportable events" as that term is defined in Section
4043 of ERISA with respect to any Norwest Plan, other than
those events which may result from the transactions
contemplated by this Agreement and the Merger Agreement.
(vi) No Norwest Plan or any trust created thereunder
has incurred any "accumulated funding deficiency", as such
term is defined in Section 412 of the Code (whether or not
waived), during the last five Norwest Plan years which would
result in a material liability.
(vii) Neither the execution and delivery of this
Agreement and the Merger Agreement nor the consummation of the
transactions contemplated hereby and thereby will (i) result
in any material payment (including, without limitation,
severance, unemployment compensation, golden parachute or
otherwise) becoming due to any director or employee or former
employee of Norwest under any Norwest Plan or otherwise, (ii)
materially increase any benefits otherwise payable under any
Norwest Plan or (iii) result in the acceleration of the time
of payment or vesting of any such benefits to any material
extent.
(m) Registration Statement, etc. None of the information regarding
---------------------------
Norwest and its subsidiaries to be supplied by Norwest for inclusion in (i) the
Registration Statement, (ii) the Proxy Statement, or (iii) any other documents
to be filed with the SEC or any regulatory authority in connection with the
transactions contemplated hereby or by the Merger Agreement will, at the
respective times such documents are filed with the SEC or any regulatory
authority and, in the case of the Registration Statement, when it becomes
effective and, with respect to the Proxy Statement, when mailed, be false or
misleading with respect to any material fact, or omit to state any material fact
necessary in order to make the statements therein not misleading or, in the case
of the Proxy Statement or any amendment thereof or supplement thereto, at the
time of the meeting of shareholders referred to in paragraph 4(c), be false or
misleading with respect to any material fact, or omit to state any material fact
necessary to correct any statement in any earlier communication with respect to
the solicitation of any proxy for such meeting. All documents which Norwest and
the Norwest Subsidiaries are responsible for filing with the SEC and any other
regulatory authority in connection with the Merger will comply as to form in all
material respects with the provisions of applicable law.
(n) Brokers and Finders. Neither Norwest nor any Norwest Subsidiary nor
-------------------
any of their respective officers, directors or employees has employed any broker
or finder or incurred any liability for any financial advisory fees, brokerage
fees, commissions or finder's fees, and no broker or finder has acted directly
or indirectly for Norwest or any Norwest Subsidiary in connection with this
Agreement and the Merger Agreement or the transactions contemplated hereby and
thereby.
4. COVENANTS OF AMAN. AMAN covenants and agrees with Norwest
as follows:
A-13
<PAGE>
(a) Except as otherwise permitted or required by this Agreement, from
the date hereof until the Effective Time of the Merger, AMAN will: maintain its
corporate existence in good standing; maintain the general character of its
business and conduct its business in its ordinary and usual manner and manage
its business prudently; maintain proper business and accounting records in
accordance with generally accepted accounting principles; take all actions
necessary to maintain its election under section 1362 of the Code to be treated
as an S corporation from the time the election first became effective; maintain
its properties in good repair and condition, ordinary wear and tear excepted;
maintain in all material respects presently existing insurance coverage; use its
best efforts to preserve its business organization intact, to keep the services
of its present principal employees and to preserve its good will and the good
will of its suppliers, customers and others having business relationships with
it; use its best efforts to obtain any approvals or consents required to
maintain existing leases and other contracts in effect following the Merger; use
its best efforts to comply in all material respects with all laws, regulations,
ordinances, codes, orders, licenses and permits applicable to the properties and
operations of AMAN; provided that Norwest shall not unreasonably interfere with
the conduct of AMAN's business, permit Norwest and its representatives to
consult with AMAN with respect to the proposal for and negotiation of any
contracts in excess of $25,000 (or extensions or renewals thereof); and permit
Norwest and its representatives (including KPMG Peat Marwick LLP and Deloitte
and Touche LLP) to examine its books, records and properties and to interview
officers, employees and agents at all reasonable times when it is open for
business. No such examination by Norwest or its representatives either before or
after the date of this Agreement shall in any way affect, diminish or terminate
any of the representations, warranties or covenants of AMAN herein expressed,
nor shall there be any implication that there is any representation, warranty,
covenant or condition except as expressly set forth herein.
(b) Except as otherwise contemplated or required by this Agreement,
from the date hereof until the Effective Time of the Merger, AMAN will not
(without the prior written consent of Norwest): amend or otherwise change its
articles of incorporation or by-laws; issue or sell or authorize for issuance or
sale, or grant any options or make other agreements with respect to the issuance
or sale or conversion of, any shares of its capital stock, phantom shares or
other share- equivalents, or any other of its securities; authorize or incur any
long-term debt; mortgage, pledge or subject to lien or other encumbrance any of
its properties, except in the ordinary course of business; enter into any
material agreement, contract or commitment in excess of $25,000 except
transactions in the ordinary course of business and in accordance with policies
and procedures in effect on the date hereof; make any investments except
investments made in the ordinary course of business; amend or terminate any Plan
except as required by law; make any contributions to any Plan except as required
by the terms of such Plan in effect as of the date hereof; declare, set aside,
make or pay any dividend or other distribution with respect to its capital
stock, except any dividend declared and issued by AMAN in accordance with
historical practice (which Norwest agrees includes the payments of dividends on
April 15, 1996 and July 15, 1996 equal to 40% of AMAN's taxable income for the
quarters ending March 31, 1996 and June 30, 1996 respectively, for payment of
taxes and the payment of a dividend of up to $750,000), provided such payment
does not disqualify the Merger as a "pooling of interests" for accounting
purposes; redeem, purchase or otherwise acquire, directly or indirectly, any of
the capital stock of AMAN; increase the compensation of any officers, directors
or executive employees, except pursuant to existing compensation plans and
practices; or sell or otherwise dispose of any of its assets or properties other
than in the ordinary course of business; or enter into: (A) any employment
contract or understanding (including any understandings or obligations with
respect to severance or termination pay liabilities or fringe benefits) with any
present or former officer, director, employee or consultant (other than those
which are terminable at will by AMAN); (B) any plan, contract or understanding
providing for any bonus, pension, option, deferred compensation, retirement
payment, profit sharing or similar arrangement with respect to any present or
former officer, director, employee or consultant; (C) any labor contract or
agreement with
A-14
<PAGE>
any labor union; (D) any contract not made in the ordinary course of business
containing covenants which limit the ability of AMAN to compete in any line of
business or with any person or which involve any restriction of the geographical
area in which, or method by which, AMAN may carry on its business (other than as
may be required by law or applicable regulatory authorities); (E) any other
contract or agreement which is a "material contract" within the meaning of Item
601(b)(10) of Regulation S-K, or which was not made in the ordinary course of
business; (F) any lease with annual rental payments aggregating $10,000 or more;
or (G) any agreement, contract or understanding with any current or former
director, officer, employee, consultant, financial adviser, broker, dealer, or
agent providing for any rights of indemnification in favor of such person or
entity.
(c) The Board of Directors of AMAN will duly call, and will cause to be
held not later than twenty-five (25) business days following the effective date
of the Registration Statement referred to in paragraph 5(c) hereof, a meeting of
its shareholders and will direct that this Agreement and the Merger Agreement be
submitted to a vote at such meeting. The Board of Directors of AMAN will (i)
cause proper notice of such meeting to be given to its shareholders in
compliance with the South Dakota Business Corporation Act and other applicable
law and regulation, (ii) recommend by the affirmative vote of the Board of
Directors a vote in favor of approval of this Agreement and the Merger
Agreement, and (iii) use its best efforts to solicit from its shareholders a
vote in favor thereof.
(d) AMAN will furnish or cause to be furnished to Norwest all the
information concerning AMAN required for inclusion in the Registration Statement
referred to in paragraph 5(c) hereof, and any application made by Norwest to any
governmental body in connection with the transactions contemplated by this
Agreement. Any financial statement for any fiscal year provided under this
paragraph must include the audit opinion and the consent of Eide, Helmeke & Co.
to use such opinion in such Registration Statement.
(e) AMAN will take all necessary corporate and other action and use its
best efforts to obtain all consents and other approvals required of AMAN to
carry out the transactions contemplated by this Agreement and to comply with any
change of control requirements of licensing laws in states where AMAN is
licensed and any material contract to which AMAN is a party, and will cooperate
with Norwest to obtain all such approvals and consents required of Norwest.
(f) AMAN will use its best efforts to deliver to the Closing all
opinions, certificates and other documents required to be delivered by it at the
Closing.
(g) AMAN will hold in confidence all documents and information
concerning Norwest and its subsidiaries furnished to AMAN and its
representatives in connection with the transactions contemplated by this
Agreement and will not release or disclose such information to any other person,
except as required by law and except to AMAN's outside professional advisers in
connection with this Agreement, with the same undertaking from such professional
advisers. If the transactions contemplated by this Agreement shall not be
consummated, such confidence shall be maintained and such information shall not
be used in competition with Norwest (except to the extent that such information
can be shown to be previously known to AMAN, in the public domain, or later
acquired by AMAN from other legitimate sources) and, upon request, all such
documents, any copies thereof and extracts therefrom shall immediately
thereafter be returned to Norwest.
(h) Neither AMAN, nor any director, officer, representative or agent
thereof, will, directly or indirectly, solicit, authorize the solicitation of or
enter into any discussions with any corporation, partnership, person or other
entity or group (other than Norwest) concerning any offer or possible offer (i)
to purchase any shares of common stock, any option or warrant to purchase any
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<PAGE>
shares of common stock, any securities convertible into any shares of such
common stock, or any other equity security of AMAN, (ii) to make a tender or
exchange offer for any shares of such common stock or other equity security,
(iii) to purchase, lease or otherwise acquire the assets of AMAN except in the
ordinary course of business, or (iv) to merge, consolidate or otherwise combine
with AMAN. If any corporation, partnership, person or other entity or group
makes an offer or inquiry to AMAN concerning any of the foregoing, AMAN will
promptly disclose such offer or inquiry, including the terms thereof, to
Norwest.
(i) AMAN will not take any action which with respect to AMAN would
disqualify the Merger as a "pooling of interests" for accounting purposes and
AMAN shall cause Eide, Helmeke PLLP to provide a letter to Norwest, as of the
Effective Date of the Merger confirming the letter delivered concurrently with
the signing of this Agreement, that, with respect to AMAN, the Merger would
qualify as a "pooling of interests" for accounting purposes.
(j) AMAN shall make such adjustments immediately before the Merger to
be effective as of such dates as Norwest may request as may be necessary to
conform AMAN's accounting practices and methods to those of Norwest and
Norwest's plans with respect to the conduct of AMAN's business following the
Merger and to provide for the costs and expenses relating to the consummation by
AMAN of the Merger and the other transactions contemplated by this Agreement.
(k) Not later than the Effective Date of Merger, all salaries, wages,
bonuses, commissions and any other amounts now or hereafter due present or
former employees, officers, directors and others relating to services rendered
to AMAN up to and including the Effective Date of Merger will have been paid or
properly accrued on the books of AMAN.
(l) AMAN will use its best efforts to take all action necessary or
required to operate the Plans so as to maintain compliance with the provisions
of ERISA and the Code, including the Tax Reform Act of 1986 and regulations
thereunder and other applicable law.
(m) AMAN shall give Norwest written notice of termination of any
material contract to which it is a party and any notice that alleges a default
or deficiency under any such contract.
(n) AMAN shall timely submit its proposal for a contract with the USDOE
in response to USDOE RFP 96-011 and shall diligently pursue the proposal and
shall provide Norwest a copy of the proposal; the proposal shall include terms
reasonably believed by AMAN to be substantially as favorable to AMAN, taken as a
whole, as AMAN's present contract with USDOE, as amended (PC 92002012, effective
September 8, 1992).
(o) Prior to the Time of Filing, AMAN shall accrue and book a liability
equal to the fee payable to Broker determined by valuing the Norwest Common
Stock to be issued as provided in this Agreement at the average of the closing
prices of a share of Norwest Common Stock as reported by the consolidated tape
of the New York Stock Exchange for each of the five (5) trading days ending on
the day immediately preceding the Closing Date to satisfy AMAN's obligations to
Broker in full. Concurrent with the signing of this Agreement, AMAN shall
provide to Norwest Broker's letter setting forth how the fee payable to Broker
is calculated, and such letter shall confirm that (i) the valuation set forth in
the preceding sentence when applied to the Norwest Common Stock to be issued as
provided in this Agreement and inserted in the formula contained in such letter
will produce the correct amount of the Broker's fee and (ii) the payment of such
amount, which Norwest agrees may be done on the Closing Date, will satisfy
AMAN's obligations to the Broker in full.
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(p) From the date hereof until the Effective Time of the Merger, AMAN
shall not intentionally or due to gross neglect act or fail to act in any manner
that would have a material adverse effect on the financial condition, results of
operations, business or marketing efforts of AMAN.
(q) AMAN shall obtain and deliver to Norwest the agreements of Gloss
and Perry (i) that the issuance of Norwest Common Stock will satisfy in full all
of AMAN's obligations to them under the Phantom Stock Agreements, and (ii)
effective upon issuance of said Norwest Common Stock releasing AMAN of any
further obligation thereunder.
(r) AMAN shall cause its shareholders to make any capital contributions
necessary so that AMAN's shareholder equity will be not less than $2.6 million
at the Time of Filing, after giving effect to the accrual of the Broker's fee in
accordance with paragraph 4(o) above, but without giving effect to the accrual
of the amounts payable in respect of the Phantom Stock Agreements.
(s) Prior to the Time of Filing, AMAN shall accrue and book a liability
of an amount equal to the amount required to satisfy AMAN's obligations under
the Phantom Stock Agreements, which AMAN will satisfy by delivery of Norwest
Common Stock to Gloss and Perry. AMAN will claim a deduction for satisfying such
liability in its final S corporation tax year.
5. COVENANTS OF NORWEST. Norwest covenants and agrees with
AMAN as follows:
(a) From the date hereof until the Effective Time of the Merger,
Norwest will maintain its corporate existence in good standing; conduct, and
cause the Norwest Subsidiaries to conduct, their respective businesses in
compliance with all material obligations and duties imposed on them by all laws,
governmental regulations, rules and ordinances, and judicial orders, judgments
and decrees applicable to Norwest or the Norwest Subsidiaries, their businesses
or their properties; maintain all books and records of it and the Norwest
Subsidiaries, including all financial statements, in accordance with the
accounting principles and practices consistent with those used for the Norwest
Financial Statements, except for changes in such principles and practices
required under generally accepted accounting principles.
(b) Norwest will furnish to AMAN all the information concerning Norwest
required for inclusion in a proxy statement or statements to be sent to the
shareholders of AMAN, or in any statement or application made by AMAN to any
governmental body in connection with the transactions contemplated by this
Agreement.
(c) Norwest will use its best efforts to file, by April 30, 1996, with
the SEC a registration statement on Form S-4 (the "Registration Statement")
under the Securities Act and any other applicable documents, relating to the
shares of Norwest Common Stock to be delivered to the shareholders of AMAN
pursuant to the Merger Agreement, and will use its best efforts to cause the
Registration Statement to become effective. At the time the Registration
Statement becomes effective, the Registration Statement will comply in all
material respects with the provisions of the Securities Act and the published
rules and regulations thereunder, and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not false or misleading, and at the
time of mailing thereof to the AMAN shareholders, at the time of the AMAN
shareholders' meeting referred to in paragraph 4(c) hereof and at the Effective
Time of the Merger the prospectus included as part of the Registration
Statement, as amended or supplemented by any amendment or supplement filed by
Norwest (hereinafter the "Prospectus"), will not contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not false or misleading; provided, however, that none
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of the provisions of this subparagraph shall apply to statements in or omissions
from the Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished by AMAN for use in the Registration
Statement or the Prospectus.
(d) Norwest will file all documents required to be filed to list the
Norwest Common Stock to be issued pursuant to the Merger Agreement on the New
York Stock Exchange and the Chicago Stock Exchange and use its best efforts to
effect said listings.
(e) The shares of Norwest Common Stock to be issued by Norwest to the
shareholders of AMAN pursuant to this Agreement and the Merger Agreement will,
upon such issuance and delivery to said shareholders pursuant to the Merger
Agreement, be duly authorized, validly issued, fully paid and nonassessable. The
shares of Norwest Common Stock to be delivered to the shareholders of AMAN
pursuant to the Merger Agreement are and will be free of any preemptive rights
of the stockholders of Norwest.
(f) Norwest will file all documents required to obtain, prior to the
Effective Time of the Merger, all necessary Blue Sky permits and approvals, if
any, required to carry out the transactions contemplated by this Agreement, will
pay all expenses incident thereto and will use its best efforts to obtain such
permits and approvals.
(g) Norwest will take all necessary corporate and other action and file
all documents required to obtain and will use its best efforts to obtain all
approvals of regulatory authorities, consents and approvals required of it to
carry out the transactions contemplated by this Agreement and will cooperate
with AMAN to obtain any such approvals and consents required by AMAN.
(h) Norwest will hold in confidence all documents and information
concerning AMAN furnished to it and its representatives in connection with the
transactions contemplated by this Agreement and will not release or disclose
such information to any other person, except as required by law and except to
its outside professional advisers in connection with this Agreement, with the
same undertaking from such professional advisers. If the transactions
contemplated by this Agreement shall not be consummated, such confidence shall
be maintained and such information shall not be used in competition with AMAN
(except to the extent that such information can be shown to be previously known
to Norwest, in the public domain, or later acquired by Norwest from other
legitimate sources) and, upon request, all such documents, copies thereof or
extracts therefrom shall immediately thereafter be returned to AMAN.
(i) Norwest will file or cause to be filed any documents or
agreements required to be filed by Merger Co. in connection with the Merger
under the South Dakota Business Corporation Act.
(j) Norwest will use its best efforts to deliver to the Closing all
opinions, certificates and other documents required to be delivered by it at the
Closing.
6. CONDITIONS PRECEDENT TO OBLIGATION OF AMAN. The obligation of AMAN
to effect the Merger shall be subject to the satisfaction at or before the Time
of Filing of the following further conditions, any of which may be waived in
writing by AMAN, in whole or in part:
(a) Except as they may be affected by transactions contemplated hereby,
and except for activities or transactions after the date of this Agreement made
in the ordinary course of business and not expressly prohibited by this
Agreement, the representations and warranties contained in paragraph 3 hereof
shall be true and correct in all respects material to Norwest and its Norwest
Subsidiaries
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<PAGE>
taken as a whole as if made at the Time of Filing (provided that those
representations or warranties made as of a particular date need only be true and
correct as of such date).
(b) Norwest shall have, or shall have caused to be, performed and
observed in all material respects all covenants and agreements to be performed
or observed by it and Merger Co.
at or before the Time of Filing.
(c) AMAN shall have received a favorable certificate, dated as of the
Effective Date of the Merger, signed by the Chairman, the President or any
Executive Vice President or Senior Vice President and by the Secretary or
Assistant Secretary of Norwest, as to the matters set forth in subparagraphs (a)
and (b) of this paragraph 6.
(d) This Agreement and the Merger Agreement shall have been approved by
the affirmative vote of the holders of the percentage of the outstanding shares
of AMAN required for approval of a plan of merger in accordance with the
provisions of AMAN's Articles of Incorporation and the South Dakota Business
Corporation Act.
(e) Norwest shall have received approval by the Federal Reserve Board
of the transactions contemplated by this Agreement and the Merger Agreement and
all waiting and appeal periods prescribed by applicable law or regulation shall
have expired.
(f) No court or governmental authority of competent jurisdiction shall
have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(g) The shares of Norwest Common Stock to be delivered to the
stockholders of AMAN pursuant to this Agreement and the Merger Agreement shall
have been authorized for listing on the New York Stock Exchange and the Chicago
Stock Exchange.
(h) AMAN shall have received an opinion, dated the Closing Date, of
counsel to AMAN, substantially to the effect that, for federal income tax
purposes: (i) the Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code; (ii) no gain or loss will be
recognized by the holders of AMAN Common Stock upon receipt of Norwest Common
Stock except for cash received in lieu of fractional shares; (iii) the basis of
the Norwest Common Stock received by the shareholders of AMAN will be the same
as the basis of AMAN Common Stock exchanged therefor; and (iv) the holding
period of the shares of Norwest Common Stock received by the shareholders of
AMAN will include the holding period of the AMAN Common Stock, provided such
shares of AMAN Common Stock were held as a capital asset as of the Effective
Time of the Merger.
7. CONDITIONS PRECEDENT TO OBLIGATION OF NORWEST. The obligation
of Norwest to effect the Merger shall be subject to the satisfaction at or
before the Time of Filing of the following conditions, any or all of which may
be waived in writing by Norwest in whole or in part:
(a) Except as they may have been affected by transactions contemplated
hereby and except for activities or transactions or events occurring after the
date of this Agreement made in the ordinary course of business and not expressly
prohibited by this Agreement, the representations and warranties contained in
paragraph 2 hereof (other than the representations and warranties contained in
the paragraphs or portion of paragraphs referred to in paragraph 7(c) below)
shall be true and correct in all material respects as if made at the Time of
Filing (provided that those representations or warranties made as of a
particular date need only be true and correct as of such date).
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<PAGE>
(b) AMAN shall have performed and observed in all material respects all
covenants, agreements and conditions hereof to be performed or observed by it at
or before the Time of Filing.
(c) The representations and warranties set forth at paragraphs 2(i),
2(j), 2(k), 2(n), 2(p), 2(q) and 2(z), and the representation and warranty at
2(c) that no dividends or other distributions have been declared, set aside,
made or paid to any of the shareholders of AMAN shall have been true and correct
as of the date of this Agreement.
(d) This Agreement and the Merger Agreement shall have been approved by
the affirmative vote of the holders of the percentage of the outstanding shares
of AMAN required for approval of a plan of merger in accordance with the
provisions of AMAN's Articles of Incorporation and the South Dakota Business
Corporation Act.
(e) Norwest shall have received a favorable certificate dated as of the
Effective Date of the Merger signed by the Chairman or President and by the
Secretary or Assistant Secretary of AMAN, as to the matters set forth in
subparagraphs (a) through (d) of this paragraph 7.
(f) Norwest shall have received any approval required under the BHC Act
for the transactions contemplated by this Agreement and the Merger Agreement,
and any approval or consent required by any state licensing law, under which
AMAN is licensed, in order to consummate the change of control contemplated by
this Agreement, and all waiting and appeal periods prescribed by applicable law
or regulation shall have expired. No such approvals, licenses or consents
granted by any regulatory authority shall contain any condition or requirement
relating to AMAN that, in the reasonable judgment of Norwest, is unreasonably
burdensome to Norwest.
(g) AMAN shall have obtained any and all material approvals, consents
or waivers from other parties to loan agreements, leases or other contracts
material to AMAN's business required for the consummation of the Merger, and
AMAN shall have obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation by it of the Merger.
(h) No court or governmental authority of competent jurisdiction shall
have issued an order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement.
(i) The Registration Statement (as amended or supplemented) shall have
become effective under the Securities Act and shall not be subject to any stop
order, and no action, suit, proceeding or investigation by the SEC to suspend
the effectiveness of the Registration Statement shall have been initiated and be
continuing, or have been threatened or be unresolved. Norwest shall have
received all state securities law or blue sky authorizations necessary to carry
out the transactions contemplated by this Agreement.
(j) No litigation shall have been filed against AMAN which (i) the
plaintiff seeks to have certified as a class action and (ii) will, in Norwest's
reasonable judgment, have a material adverse effect on the financial condition
of AMAN.
(k) AMAN shall have been awarded the DOE Contract or AMAN shall have
provided evidence satisfactory to Norwest that it will not be awarded the DOE
Contract.
(l) At any time since the date hereof the total number of shares of
AMAN Common Stock outstanding and subject to issuance upon exercise of all
warrants, options, conversion rights,
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phantom shares or other share-equivalents, other than any option held by
Norwest, shall not have exceeded 2000.
8. EMPLOYEE BENEFIT PLANS. Each person who is an employee of
AMAN as of the Effective Date of the Merger ("AMAN Employees") shall be eligible
for participation in the employee welfare plans of Norwest Financial, Inc., as
in effect from time to time, as follows:
Each AMAN employee shall be eligible for participation in the employee
welfare benefit plans of Norwest Financial, Inc. listed below subject to any
eligibility requirements applicable to such plans and, if eligible, may enter
each plan not later than the first day of the calendar quarter which begins at
least 32 days after the Effective Date of the Merger:
Medical Plan
Dental Plan
Vision Plan
9. TERMINATION OF AGREEMENT.
(a) This Agreement may be terminated at any time prior to the
Time of Filing:
(i) by mutual written consent of the parties hereto;
(ii) by either of the parties hereto upon written
notice to the other party if the Merger shall not have been
consummated by November 30, 1996 unless such failure of
consummation shall be due to the failure of the party seeking
to terminate to perform or observe in all material respects
the covenants and agreements hereof to be performed or
observed by such party; provided, however, that if Norwest
gives written notice to AMAN that it (Norwest) wishes to
terminate this Agreement pursuant to this paragraph 9(a)(ii),
then AMAN shall have five (5) business days in which to elect
to consummate the transactions contemplated herein by
accepting a total of 425,000 shares of Norwest Common Stock,
less the number of shares required to satisfy the Phantom
Stock Agreements; or
(iii) by AMAN or Norwest upon written notice to the
other party if any court or governmental authority of
competent jurisdiction shall have issued a final unappealable
order restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this
Agreement; or
(iv) by Norwest if there has been a misrepresentation
or breach in any material respect on the part of AMAN in the
representations and warranties of AMAN set forth herein and
such breach or misrepresentation, after due notice, has not
been corrected, or if, after due notice, there has been a
failure on the part of AMAN to comply in any material respect
with its agreements or covenants hereunder;
(v) by AMAN if there has been a misrepresentation or
breach in any material respect on the part of Norwest in the
representations and warranties of Norwest set forth herein and
such breach or misrepresentation, after due notice, has not
been corrected, or if, after due notice, there has been a
failure on the part of Norwest to comply in any material
respect with its agreements or covenants hereunder;
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(vi) by either Norwest or AMAN upon thirty days
written notice if the required approval of the shareholders of
AMAN for the adoption and the approval of the Merger and this
Agreement is not received at the meeting of AMAN shareholders
contemplated by paragraph 4(c);
(b) Termination of this Agreement under this paragraph 9 shall not
release, or be construed as so releasing, either party hereto from any liability
or damage to the other party hereto arising out of the breaching party's willful
and material breach of the warranties and representations made by it, or willful
and material failure in performance of any of its covenants, agreements, duties
or obligations arising hereunder, and the obligations under paragraphs 4(g),
5(h) and 10 shall survive such termination.
(c) If this Agreement is terminated pursuant to paragraph 9(a)(vi) then
AMAN shall promptly, but in no event later than five business days after the
effective date of the termination, pay Norwest a fee equal to $1.0 million.
10. EXPENSES. All expenses in connection with this Agreement and
the transactions contemplated hereby, including without limitation, broker,
legal and accounting fees, incurred by AMAN shall be borne by AMAN, and all
such expenses incurred by Norwest shall be borne by Norwest.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, but shall not be assignable by either party hereto without the prior
written consent of the other party hereto.
12. THIRD PARTY BENEFICIARIES. Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action in or
on behalf of any person other than the parties hereto.
13. NOTICES. Any notice or other communication provided for herein or
given hereunder to a party hereto shall be in writing and shall be delivered in
person or by telephone facsimile or shall be mailed by overnight courier, or
first class registered or certified mail, postage prepaid, addressed as follows:
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
and
Norwest Financial, Inc.
206 8th Street
Des Moines, Iowa 50309
Attention: General Counsel
If to AMAN:
Aman Collection Service, Inc.
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1 South 1st Street
Aberdeen, South Dakota 57402
Attention: President
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
14. COMPLETE AGREEMENT. This Agreement and the Merger Agreement
contain the complete agreement between the parties hereto with respect to the
Merger and other transactions contemplated hereby and supersede all prior
agreements and understandings between the parties hereto with respect thereto.
15. CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.
16. WAIVER AND OTHER ACTION. Either party hereto may, by a signed
writing, give any consent, take any action pursuant to paragraph 9 hereof or
otherwise, or waive any inaccuracies in the representations and warranties by
the other party and compliance by the other party with any of the covenants and
conditions herein.
17. AMENDMENT. At any time before the Time of Filing, the parties
hereto, by action taken by their respective Boards of Directors or pursuant to
authority delegated by their respective Boards of Directors, may amend this
Agreement; provided, however, that no amendment after approval by the
shareholders of AMAN shall be made which changes in a manner adverse to such
shareholders the consideration to be provided to said shareholders pursuant to
this Agreement and the Merger Agreement.
18. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Minnesota.
19. PUBLIC STATEMENTS. Norwest will not, except as required by law or
regulation (in which case, Norwest will notify AMAN at least 48 hours prior to
making such disclosure, unless, in the reasonable judgment of counsel for
Norwest, immediate disclosure or disclosure before the expiration of such
48-hour period is required under applicable law), make any public disclosure, or
permit any public disclosure to be made, regarding this Agreement or the Merger
Agreement or the transactions contemplated hereby or thereby; AMAN will neither
make nor permit any such public disclosure. Provided, however, nothing herein
shall prohibit either party from making any disclosure which is a communication
directed to its employees or the employees of any of its affiliates.
20. DEFINITIONAL TERM. As used in this Agreement, the term "to the best
knowledge of AMAN" refers only to the best knowledge of the directors and
officers of AMAN after they have made reasonable investigation or review where
appropriate as to the truthfulness of the assertion they are making. In similar
fashion, the term "to the best knowledge of Norwest" refers only to the
directors and officers of Norwest after they have made reasonable investigation
or review where appropriate as to the truthfulness of the assertion they are
making.
21. REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in this Agreement (i) apply only to events occurring before the Merger
or the termination of this Agreement; and (ii) except for the representations
and warranties set forth at paragraph 2(h), shall survive the Effective Date of
Merger only for a three year period beginning on the Effective Date of Merger.
The representations and warranties at paragraph 2(h) shall survive the Effective
Date of
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the Merger for so long as the statute of limitations on the applicable tax year
is open. All representations and warranties contained in this Agreement survive
only for the limited purpose of determining the rights and remedies of Norwest
and its successors and assigns under the Indemnification Agreement to be signed
by the shareholders of AMAN concurrently with the signing of this Agreement.
Except as set forth in paragraph 9(b), no representation or warranty contained
in this Agreement shall survive the termination of this Agreement.
22. FURTHER ASSURANCES. AMAN and Norwest shall each cooperate with the
other and take all such actions as such party may reasonably be requested to
take by the other party hereto from time to time, consistent with the terms of
this Agreement, in order to effectuate the provisions and purposes of this
Agreement and the transactions contemplated hereby.
23. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
NORWEST CORPORATION AMAN COLLECTION SERVICE, INC.
By: John E. Ganoe By: /s/ Thomas E. Aman
Its: Executive Vice President Its: Chief Executive Officer
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SCHEDULE 2(B)
None.
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<PAGE>
SCHEDULE 2(D)
None.
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SCHEDULE 2(G)
A lease between Thomas E. Aman and Daniel R. Moen (Lessor) and Aman Collection
Service, Inc. (Lessee) for use of real estate located at One South First Street
and 114-118 South Main Street, Aberdeen, South Dakota, at the rate of $19,000
per month.
A lease between IBM and Aman Collection Service, Inc. for the use of computer
equipment and software at the rate of $8,609.36 per month.
A lease between Digital Systems International, Inc. and Aman Collection
Service, Inc. for the use of predictive dialer equipment, computer equipment,
and software at the rate of $4,662.94 per month.
A lease between Best Business Products and Aman Collection Service, Inc. for
the use of copiers at the rate of $1,703.73 per month.
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SCHEDULE 2(I)
None.
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SCHEDULE 2(K)
(i) Employment Agreements with:
Everett Stagg
Roger Novotny
Cindy Burgin
Phantom Stock Agreements with:
Robert Gloss
Carl Perry
(ii) Commission Agreements with:
Everett Stagg
Carl Perry
Roger Novotny
Suzi Grote
Annette Ulmer
Kari Reder
Jackie Nesby
Peggy Kjer
Client Service Representatives (4)
Collectors (76)
(iii) None
(iv) None
(v) None
(vi) See those leases identified in Schedule 2(g)
(vii) None
(viii) None
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SCHEDULE 2(L)
Sharon Smith vs. Aman Collection Service, Inc. in the Superior Court of Fulton
County, State of Georgia, Case No. E-43406.
Don Ewing vs. Aman Collection Service, Inc. in the United States District Court
for the District of South Dakota, Western Division, CIV. No. 96-5013.
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SCHEDULE 2(P)
None.
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<PAGE>
SCHEDULE 2(S)
Thomas E. Aman and Daniel R. Moen own real estate which is leased to the
corporation. See 2(k)(vi).
Daniel R. Moen owns all furniture located in his private office and personal
conference room. Aman is not charged for the use of this furniture.
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SCHEDULE 2(T)
(i) - (vi) AMAN maintains a health, life, and disability insurance
program made available to eligible employees through Principal
Insurance Group.
AMAN maintains a 401-K benefit plan made available to eligible
employees. This plan is administered through Norwest Trust,
Aberdeen, South Dakota.
(vii) An Agreement dated August 18, 1982 between AMAN and Robert
Gloss to provide compensation based on the value of AMAN at
the time of a sale or merger.
An Agreement dated June 7, 1993 between AMAN and Carl Perry to
provide compensation based on the value of AMAN at the time of
a sale or merger.
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SCHEDULE 2(AA)
None.
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<PAGE>
SCHEDULE 3(B)
AS OF DECEMBER 31, 1995
Norwest Bank Minnesota, National Association
Norwest Bank Iowa, National Association
Norwest Colorado, Inc.
Norwest Financial Services, Inc.
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SCHEDULE 3(G)
None.
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SCHEDULE 3(L)
None.
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<PAGE>
EXHIBIT A
TO APPENDIX A
AGREEMENT AND PLAN OF MERGER
BETWEEN
AMAN COLLECTION SERVICE, INC.
a South Dakota corporation
(the surviving corporation)
AND
MERGER CO.
a South Dakota corporation
(the merged corporation)
This Agreement and Plan of Merger dated as of ____________,
1996, between AMAN COLLECTION SERVICE, INC., a South Dakota corporation
(hereinafter sometimes called "AMAN" and sometimes called the "surviving
corporation") and MERGER CO., a South Dakota corporation ("Merger Co.")(said
corporations being hereinafter sometimes referred to as the "constituent
corporations").
WHEREAS, Merger Co., a wholly owned subsidiary of Norwest
Corporation, was incorporated by Articles of Incorporation filed in the office
of the Secretary of State of the State of South Dakota on ____________, 1996,
and said corporation is now a corporation subject to and governed by the
provisions of the South Dakota Business Corporation Act. Merger Co. has
authorized capital stock of ________ shares of common stock having a par value
of $________ per share ("Merger Co. Common Stock"), of which ________ shares
were outstanding as of the date hereof; and
WHEREAS, AMAN was incorporated by Articles of Incorporation
filed in the office of the Secretary of State of the State of South Dakota on
November 4, 1954 and said corporation is now a corporation subject to and
governed by the provisions of the South Dakota Business Corporation Act. AMAN
has authorized capital stock of 5,000 shares of Common Stock, par value $5.00
per share ("AMAN Common Stock"), of which 2,000 shares were outstanding and no
shares were held in the treasury as of ____________, 1996; and
WHEREAS, Norwest Corporation and AMAN are parties to an
Agreement and Plan of Reorganization dated as of March ____, 1996 (the
"Reorganization Agreement"), setting forth certain representations, warranties
and covenants in connection with the merger provided for herein; and
WHEREAS, the directors, or a majority of them, of each of the
constituent corporations respectively deem it advisable for the welfare and
advantage of said corporations and for the best interests of the respective
shareholders of said corporations that said corporations merge and that Merger
Co. be merged with and into AMAN, with AMAN continuing as the surviving
corporation, on the terms and conditions hereinafter set forth in accordance
with the provisions of the South Dakota Business Corporation Act, which statute
permits such merger; and
WHEREAS, it is the intent of the parties to effect a merger
which qualifies as a tax-free reorganization pursuant to sections 368(a)(1)(A)
and 368(a)(2)(E) of the Internal Revenue Code;
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NOW, THEREFORE, the parties hereto, in consideration of the
premises and of the mutual covenants and agreements contained herein and of the
benefits to accrue to the parties hereto, have agreed and do hereby agree that
Merger Co. shall be merged with and into AMAN pursuant to the laws of the State
of South Dakota, and do hereby agree upon, prescribe and set forth the terms and
conditions of the merger of Merger Co. with and into AMAN, the mode of carrying
said merger into effect, the manner and basis of converting the shares of AMAN
Common Stock into shares of common stock of Norwest of the par value of $1-2/3
per share ("Norwest Common Stock"), and such other provisions with respect to
said merger as are deemed necessary or desirable, as follows:
FIRST: At the time of merger Merger Co. shall be merged with
and into AMAN, one of the constituent corporations, which shall be the surviving
corporation, and the separate existence of Merger Co. shall cease and the name
of the surviving corporation shall be Aman Collection Service, Inc.
SECOND: The Articles of Incorporation of AMAN at the time of
merger shall be and remain the Articles of Incorporation of the surviving
corporation until further amended according to law.
THIRD: The Bylaws of AMAN at the time of merger shall be
amended as set forth below and, as so amended, shall be the Bylaws of the
surviving corporation until amended according to the provisions of the Articles
of Incorporation of the surviving corporation or of said Bylaws:
Section 7 and Section 8 of Article II of such Bylaws
shall be deleted in their entirety.
Section 1 of Article IV of such Bylaws shall be
amended by adding the following sentence to the end
of such section:
The number of directors shall be three.
Article VIII of such Bylaws shall be deleted in its
entirety and replaced with the following Article
VIII:
ARTICLE VIII
Amendments
These Bylaws may be amended or repealed in whole or
in part or new Bylaws may be adopted by the
affirmative vote of a majority of the directors of
the corporation then in office.
FOURTH: The directors of Merger Co. at the time of merger
shall be the persons listed below, which persons shall remain the directors of
the surviving corporation and shall hold office from the time of merger until
their respective successors are elected and qualify:
Steve R. Wagner
Gary M. Poetting
Fay L. Kunz
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<PAGE>
FIFTH: The officers of Merger Co. at the time of merger shall
be the persons listed below, which persons shall remain the officers of the
surviving corporation and shall hold office from the time of merger until
their respective successors are elected or appointed and qualify:
Thomas E. Aman - Chief Executive Officer
Daniel R. Moen - President
Carl Perry - Vice President
Everett Stagg - Vice President
Robert Gloss - Vice President
Richard W. Harris - Vice President
Gary M. Poetting - Vice President
Doug Seeley - Vice President
Eric T. Torkelson - Vice President
Steve R. Wagner - Vice President
Denise A. Wieland - Vice President
Denise J. A. Holck - Treasurer
Rebecca E. O'Keefe - Assistant Treasurer-Tax
J. Daniel Vandermark, Jr. - Assistant Treasurer-Tax
Fay L. Kunz - Secretary
Linda J. Walter - Assistant Secretary
SIXTH: The manner and basis of converting the shares of AMAN
Common Stock into cash or shares of shares of Norwest Common Stock shall be as
follows:
1. Each of the shares of AMAN Common Stock outstanding
immediately prior to the time of merger (other than share so as to
which statutory dissenters' rights have been exercised) shall at the
time of merger, by virtue of the merger and without any action on the
part of the holder or holders thereof, be converted into *
2. As soon as practicable after the merger becomes effective,
each holder of a certificate for shares of AMAN Common Stock
outstanding immediately prior to the time of merger shall be entitled,
upon surrender of such certificate for cancellation to the surviving
corporation or to Norwest Bank Minnesota, National Association, as the
designated agent of the surviving corporation (the "Agent"), to receive
a new certificate for the number of whole shares of Norwest Common
Stock to which such holder shall be entitled on the basis set forth in
paragraph 1 above. Until so surrendered each certificate which,
immediately prior to the time of merger, represented shares of AMAN
Common Stock shall not be transferable on the books of the surviving
corporation but shall be deemed to evidence the right to receive
(except for the payment of dividends as provided below) ownership of
the number of whole shares of Norwest Common Stock into which such
shares of AMAN Common Stock have been converted on the basis above set
forth; provided, however, until the holder of such certificate for AMAN
Common Stock shall have surrendered the same for exchange as above set
forth, no dividend payable to holders of record of Norwest Common Stock
as of any date subsequent to the effective date of merger shall be paid
to such holder with respect to the Norwest Common Stock, if any,
represented by such certificate, but, upon surrender and exchange
thereof as herein provided, there shall be paid by the surviving
corporation or the Agent to the record holder of such certificate for
Norwest Common Stock issued in exchange therefor an amount with respect
to such shares of Norwest Common Stock equal to all dividends
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that shall have been paid or become payable to holders of record of
Norwest Common Stock between the effective date of merger and the date
of such exchange.
3. If between the date of the Reorganization Agreement and the
time of merger, shares of Norwest Common Stock shall be changed into a
different number of shares or a different class of shares by reason of
any reclassification, recapitalization, split-up, combination, exchange
of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period, then the number of
shares of Norwest Common Stock, if any, into which a share of AMAN
Common Stock shall be converted on the basis above set forth, will be
appropriately and proportionately adjusted so that the number of such
shares of Norwest Common Stock into which a share of AMAN Common Stock
shall be converted will equal the number of shares of Norwest Common
Stock which the holders of shares of AMAN Common Stock would have
received pursuant to such reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or stock dividend had
the record date therefor been immediately following the time of merger.
4. No fractional shares of Norwest Common Stock and no
certificates or scrip certificates therefor shall be issued to
represent any such fractional interest, and any holder of a fractional
interest shall be paid an amount of cash equal to the product obtained
by multiplying the fractional share interest to which such holder is
entitled by the average of the closing prices of a share of Norwest
Common Stock as reported by the consolidated tape of the New York Stock
Exchange for each of the five (5) trading days ending on the day
immediately preceding the Closing Date.
5. Each share of Merger Co. Common Stock issued and
outstanding at the time of merger shall be converted into and exchanged for
shares of the surviving corporation after the time of merger.
SEVENTH: The effective date of merger shall be the date on
which Articles of Merger (as described in subparagraph 1(b) of this Article
Seventh) shall be delivered to and filed by the Secretary of State of the State
of South Dakota; provided, however, that all of the following actions shall have
been taken in the following manner:
a. This Agreement shall be approved and adopted on
behalf of Merger Co. and AMAN in accordance with the South Dakota
Business Corporation Act; and
b. Articles of merger (with this Agreement attached as part
thereof) with respect to the merger, setting forth the information
required by the South Dakota Business Corporation Act, shall be
executed by the President or a Vice President of Merger Co. and by the
Secretary or an Assistant Secretary of Merger Col, and by the President
or a Vice President of AMAN and by the Secretary or an Assistant
Secretary of AMAN, and shall be filed in the office of the Secretary of
State of the State of South Dakota in accordance with the South Dakota
Business Corporation Act.
EIGHTH: At the time of merger:
1. The separate existence of Merger Co. shall cease,
and the corporate existence and identity of AMAN shall continue as
the surviving corporation.
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2. The merger shall have the other effects prescribed
by Section 47-6-9 of the South Dakota Business Corporation Act.
NINTH: The following provisions shall apply with respect to
the merger provided for by this Agreement:
1. The surviving corporation shall (i) file with the Secretary
of State of the State of South Dakota in the courts of the State of
South Dakota in any proceeding for the enforcement of any obligation of
Merger Co. and in any proceeding for the enforcement of the rights of a
dissenting shareholder of Merger Co. against AMAN, and (ii) file with
said Secretary of State an agreement that it will promptly pay to the
dissenting shareholders of Merger Co. the amount, if any, to which such
dissenting shareholders will be entitled under the provisions of the
South Dakota Business Corporation Act with respect to the rights of
dissenting shareholders.
2. The registered office of the surviving corporation in the
State of South Dakota shall be 1 South First St., Aberdeen, South
Dakota 57402, and the name of the registered agent of AMAN at such
address is Daniel R. Moen.
3. If at any time the surviving corporation shall consider or
be advised that any further assignment or assurance in law or other
action is necessary or desirable to vest, perfect or confirm in the
surviving corporation the title to any property or rights of Merger Co.
acquired or to be acquired as a result of the merger provided for
herein, the proper officers and directors of AMAN and Merger Co. may
execute and deliver such deeds, assignments and assurances in law and
take such other action as may be necessary or proper to vest, perfect
or confirm title to such property or right in the surviving corporation
and otherwise carry out the purposes of this Agreement.
4. For the convenience of the parties and to facilitate the
filing of this Agreement, any number of counterparts hereof may be
executed and each such counterpart shall be deemed to be an original
instrument.
5. This Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance with the laws
of the State of South Dakota.
6. This Agreement cannot be altered or amended except
pursuant to an instrument in writing signed by both of the parties
hereto.
7. At any time prior to the filing of Articles of Merger with
the Secretary of State of the State of South Dakota, subject to the
provisions of the Reorganization Agreement this Agreement may be
terminated upon approval by the Board of Directors of either of the
constituent corporations notwithstanding the approval of the
shareholders of either constituent corporation.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement and Plan of Merger to be signed in their respective corporate names by
the undersigned officers and their respective corporate seals to be affixed
hereto, pursuant to authority duly given by their respective Boards of
Directors, all as of the day and year first above written.
AMAN COLLECTION SERVICE, INC.
Attest:
By:
Its:
Secretary
MERGER CO.
Attest:
By:
Its:
Secretary
*A number of shares of Norwest Common Stock to be determined in accordance with
the Reorganization Agreement.
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<PAGE>
APPENDIX B
SOUTH DAKOTA BUSINESS CORPORATION LAW
SECTIONS 47-6-23 TO 47-6-23.3, INCLUSIVE,
AND SECTIONS 47-6-40 TO 47-6-50, INCLUSIVE,
DISSENTERS' RIGHTS
SS.47-6-23. DISSENT BY SHAREHOLDER -- RIGHT TO RECEIVE PAYMENT FOR
SHARES. Any shareholder of a domestic corporation shall have the right to
dissent from, and to obtain payment for his shares in the event of, any of the
following corporation actions:
(1) Any plan of merger or consolidation to which the corporation
is a party;
(2) Any sale or exchange of all or substantially all of the
property and assets of the corporation not made in the usual
and regular course of its business, including a sale in
dissolution, but not including a sale pursuant to an order of
a court having jurisdiction in the premises or a sale for cash
on terms requiring that all or substantially all of the net
proceeds of sale be distributed to the shareholders in
accordance with their respective interests within one year
after the date of sale;
(3) Any plan of exchange to which the corporation is a party as
the corporation the shares of which are to be acquired;
(4) Any amendment of the articles of incorporation which
materially and adversely affects the rights appurtenant to the
shares of the dissenting shareholder in that it:
(a) Alters or abolishes a preferential right to such
shares;
(b) Creates, alters or abolishes a right in respect of
the redemption of such shares, including a provision
respecting a sinking fund for the redemption or
repurchase of such shares;
(c) Alters or abolishes a preemptive right of the holder
of such shares to acquire shares or other securities;
(d) Excludes or limits the right of the holder of such
shares to vote on any matter, or to cumulate his
votes, except as such right may be limited by
dilution through the issuance of shares or other
securities with similar voting rights; or
(5) Any other corporate action taken pursuant to a shareholder
vote with respect to which the articles of incorporation, the
bylaws, or a resolution of the board of directors directs that
dissenting shareholders shall have a right to obtain payment
for their shares.
SS.47-6-23.1. DISSENT AS TO LESS THAN ALL SHARES HELD -- BENEFICIAL
OWNER. A record holder of shares may assert dissenters' rights as to less than
all of the shares registered in his name only if he dissents with respect to all
the shares beneficially owned by any one person, and discloses the name and
address of the person or persons on whose behalf he dissents. In that event, his
rights shall
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<PAGE>
be determined as if the shares as to which he has dissented and his other shares
were registered in the names of different shareholders.
A beneficial owner of shares who is not the record holder may assert
dissenters' rights with respect to shares held on his behalf, and shall be
treated as a dissenting shareholder under the terms of this section if he
submits to the corporation at the time of or before the assertion of these
rights a written consent of the record holder.
SS.47-6-23.2. RIGHTS OF SHAREHOLDERS NOT ENTITLED TO VOTE ON MERGER.
The right to obtain payment under ss.47-6-23 does not apply to the shareholders
of the surviving corporation in a merger if a vote of the shareholders of such
corporation is not necessary to authorize such merger.
SS.47-6-23.3. SHAREHOLDER ENTITLED TO PAYMENT MAY NOT ATTACK VALIDITY
OF ACTION. A shareholder of a corporation who has a right under ss.47-6-23 to
obtain payment for his shares may not, at law or in equity, attack the validity
of the corporate action that gives rise to his right to obtain payment, have the
action set aside or rescinded, unless the corporate action is unlawful or
fraudulent with regard to the complaining shareholder or to the corporation.
SS.47-6-24 THROUGH SS.47-6-39 have been repealed.
SS.47-6-40. DEFINITIONS. Terms used in this chapter mean:
(1) "Corporation," the issuer of the shares held by the dissenter
before the corporate action, or the successor by merger or
consolidation of that issuer;
(2) "Dissenter," a shareholder or beneficial owner who is entitled
to and does assert dissenters' rights under this chapter, and
who has performed every act required up to the time involved
for the assertion of such rights;
(3) "Fair value" of shares, their value immediately before the
effectuation of the corporate action to which the dissenter
objects, excluding any appreciation or depreciation in
anticipation of such corporate action unless such exclusion
would be inequitable;
(4) "Interest," interest from the effective date of the corporate
action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans,
or, if none, at such rate as is fair and equitable under all
the circumstances.
SS.47-6-41. NOTICE TO SHAREHOLDERS OF RIGHT TO DISSENT AND OBTAIN
PAYMENT. If a proposed corporate action which would give rise to dissenters'
rights under this chapter is submitted to a vote at a meeting of shareholders,
the notice of meeting shall notify all shareholders that they have or may have a
right to dissent and obtain payment for their shares by complying with the terms
of this chapter, and shall be accompanied by a copy of ss.ss.47-6-23 to
47-6-23.3, inclusive, and ss.ss.47-6-40 to 47-6-50, inclusive.
SS.47-6-42. NOTICE OF INTENT TO DISSENT -- REFRAINING FROM VOTING --
EFFECT OF FAILURE. If the proposed corporate action is submitted to a vote at a
meeting of shareholders, any shareholder who wishes to dissent and obtain
payment for his shares shall file with the corporation, prior to the vote, a
written notice of intention to demand that he be paid fair compensation for his
shares if the proposed action is effectuated, and shall refrain from voting his
shares in approval of such action.
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A shareholder who fails in either respect acquires no right to payment of his
shares under this section or ss.ss.47-6-23 to 47-6-23.3, inclusive.
SS.47-6-43. NOTICE OF PROCEDURE FOR DEMANDING PAYMENT AND DEPOSITING
CERTIFICATES. If the proposed corporate action is approved by the required vote
at a meeting of shareholders, the corporation shall mail a further notice to all
shareholders who gave due notice of intention to demand payment and who
refrained from voting in favor of the proposed action. If the proposed corporate
action is to be taken without a vote of shareholders, the corporation shall send
to all shareholders who are entitled to dissent and demand payment for their
shares a notice of the adoption of the plan of corporate action. The notice
shall (1) state where and when a demand for payment shall be sent and
certificates of certificated shares shall be deposited in order to obtain
payment, (2) inform holders of uncertificated shares to what extent transfer of
shares will be restricted from the time that demand for payment is received, (3)
supply a form for demanding payment which includes a request for certification
of the date on which the shareholder, or the person on whose behalf the
shareholder dissents, acquired beneficial ownership of the shares, and (4) be
accompanied by a copy of ss.ss.47-6-23 to 47-6-23.3, inclusive, and
ss.ss.47-6-40 to 47-6-50, inclusive. The time set for the demand and deposit
shall be not less than thirty days from the mailing of the notice.
SS.47-6-44. FAILURE TO DEMAND PAYMENT OR DEPOSIT CERTIFICATES -- WAIVER
- -- RESTRICTIONS ON TRANSFERS. A shareholder who fails to demand payment, or
fails, in the case of certificated shares, to deposit certificates, as required
by a notice pursuant to ss.47-6-43 has no right under this chapter to receive
payment for his shares. If the shares are not represented by certificates, the
corporation may restrict their transfer from the time of receipt of demand for
payment until effectuation of the proposed corporate action, or the release of
restrictions under the terms of ss.ss.47-6-45 and 47-6-46. The dissenter shall
retain all other rights of a shareholder until these rights are modified by
effectuation of the proposed corporate action.
SS.47-6-45. RETURN OF CERTIFICATES OR RELEASE OF RESTRICTIONS ON
FAILURE TO EFFECTUATE ACTION -- NEW NOTICE. Within sixty days after the date set
for demanding payment and depositing certificates, if the corporation has not
effectuated the proposed corporate action and remitted payment for shares
pursuant to this chapter, it shall return any certificates that have been
deposited, and release uncertificated shares from any transfer restriction
imposed by reason of the demand for payment.
If uncertificated shares have been released from transfer restrictions,
and deposited certificates have been returned, the corporation may at any later
time send a new notice conforming to the requirements of ss.47-6-43 with like
effect.
SS.47-6-46. REMITTANCE OF PAYMENT TO DISSENTING SHAREHOLDERS --
INFORMATION TO ACCOMPANY REMITTANCE. Immediately upon effectuation of the
proposed corporate action, or upon receipt of demand for payment if the
corporate action has already been effectuated, the corporation shall remit to
dissenters who have made demand and, if their shares are certificated, have
deposited their certificates the amount which the corporation estimates to be
the fair value of the shares, with interest if any has accrued. The remittance
shall be accompanied by:
(1) The corporation's closing balance sheet and statement of
income for a fiscal year ending not more than sixteen months
before the date of remittance, together with the latest
available interim financial statements;
(2) A statement of the corporation's estimate of fair value of the
shares; and
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(3) A notice of the dissenter's right to demand supplemental
payment, accompanied by a copy of ss.ss.47-6-23 to 47-6-23.3,
inclusive, and ss.ss.47-6-40 to 47-6-50, inclusive.
SS.47-6-47. DEMAND FOR DEFICIENCY -- FAILURE TO DEMAND AS WAIVER. If
the corporation fails to remit as required by ss.47.6.46 or if the dissenter
believes that the amount remitted is less than the fair value of his shares, or
that the interest is not correctly determined, he may send the corporation his
own estimate of the value of the shares or of the interest and demand payment of
the deficiency.
If the dissenter does not file such an estimate within thirty days
after the corporation's mailing of its remittance, he shall be entitled to no
more than the amount remitted.
SS.47-6-48. PETITION FOR JUDICIAL DETERMINATION OF VALUE OF SHARES --
PARTIES -- PROCEDURE -- EFFECT OF FAILURE TO FILE. Within sixty days after
receiving a demand for payment pursuant to ss.47-6-47, if any such demands for
payment remain unsettled, the corporation shall file in an appropriate court a
petition requesting that the fair value of the shares and interest thereon be
determined by the court.
An appropriate court shall be a court of competent jurisdiction in the
county of this state where the registered office of the corporation is located.
If, in the case of a merger or consolidation or exchange of shares, the
corporation is a foreign corporation without a registered office in this state a
petition shall be filed in the county where the registered office of the
domestic corporation was last located.
All dissenters, wherever residing, whose demands have not been settled
shall be made parties to the proceeding as in an action against their shares. A
copy of the petition shall be served on each such dissenter; if a dissenter is a
nonresident, the copy may be served on him by registered or certified mail or by
publication as provided by law.
The jurisdiction of the court shall be plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence and recommend
a decision on the question of fair value. The appraisers shall have such power
and authority as shall be specified in the order of their appointment or in any
amendment thereof. The dissenters shall be entitled to discovery in the same
manner as parties in other civil suits.
All dissenters who are made parties shall be entitled, after a hearing
without a jury, to judgment for the amount by which the fair value of their
shares is found to exceed the amount previously remitted with interest.
If the corporation fails to file a petition as provided in this
section, each dissenter who made a demand and who has not already settled his
claim against the corporation shall be paid by the corporation the amount
demanded by him with interest, and may sue therefor in an appropriate court.
SS.47-6-49. ASSESSMENT OF COSTS AND EXPENSES OF ACTION. The costs and
expenses of any proceeding under ss.47-6-48, including the reasonable
compensation and expenses of appraisers appointed by the court, shall be
determined by the court and assessed against the corporation, except that any
part of the costs and expenses may be apportioned and assessed as the court
considers equitable against all or some of the dissenters who are parties and
whose action in demanding supplement payment the court finds to be arbitrary,
vexatious, or not in good faith.
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Fees and expenses of counsel and of experts for the respective parties
may be assessed as the court considers equitable against the corporation and in
favor of any or all dissenters if the corporation failed to comply substantially
with the requirements of this section, and may be assessed against either the
corporation or a dissenter in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith in respect to the rights provided by
ss.ss.47-6-23 to 47-6-23.3, inclusive, and ss.ss.47-6-40 to 47-6-50, inclusive.
If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated and should not be
assessed against the corporation it may award to these counsel reasonable fees
to be paid out of the amounts awarded to the dissenters who were benefited.
SS.47-6-50. VALUE OF SHARES NOT BENEFICIALLY OWNED BY DISSENTER ON DATE
OF FIRST ANNOUNCEMENT. Notwithstanding ss.ss.47-6-40 to 47-6-49, inclusive, the
corporation may elect TO withhold the remittance required by ss.47-6-46 from any
dissenter with respect to shares of which the dissenter or the person on whose
behalf the dissenter acts was not the beneficial owner on the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action. With respect to such shares, the corporation shall, upon
effectuating the corporate action, state to each dissenter its estimate of the
fair value of the shares, state the rate of interest to be used, explaining the
basis thereof, and offer to pay the resulting amounts on receiving the
dissenter's agreement to accept them in full satisfaction.
If the dissenter believes that the amount offered is less than the fair
value of the shares and interest determined according to this section, he may
within thirty days after the date of mailing of the corporation's offer, mail
the corporation his own estimate of fair value and interest, and demand their
payment. If the dissenter fails to do so, he shall be entitled to no more than
the corporation's offer.
If the dissenter makes a demand as provided herein the provisions of
ss.ss.47-6-48 and 47-6-49 shall apply to further proceedings on the dissenter's
demand.
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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, 3.1.5, 3.1.6, 3.2, 4, 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.
2.1 -- Agreement and Plan of Reorganization, dated as of March 21, 1996,
between Aman Collection Service, Inc. and Norwest Corporation
(included in Prospectus as Appendix A).
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 Eliminating the Certificate of Designations with
respect to the Cumulative Convertible Preferred Stock, Series B
(incorporated by reference to Exhibit 3(a) to Norwest's Current
Report on Form 8-K dated November 1, 1995).
3.1.5 -- Certificate Eliminating the Certificate of Designations with
respect to the 10.24% Cumulative Preferred Stock (Incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K dated
February 20, 1996, as amended pursuant to Form 8-K/A dated February
21, 1996).
3.1.6 -- 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).
II-1
<PAGE>
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.
8 -- Opinion of Dorsey & Whitney LLP, counsel to AMAN.
23.1 -- Consent of Stanley S. Stroup (included as part of Exhibit 5 filed
herewith).
23.2 -- Consent of Dorsey & Whitney LLP, counsel to AMAN (included as part
of Exhibit 8 filed herewith).
23.3 -- Consent of KPMG Peat Marwick LLP.
23.4 -- Consent of Eide Helmeke PLLP.
24 -- Powers of Attorney.
Item 22. Undertakings
------------
(a) 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.
(b) The undersigned registrant hereby undertakes as follows: that prior to
any public offering 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 re-offerings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(c) 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
II-2
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(d) 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.
(e) 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.
(f) The undersigned registrant hereby undertakes to supply by means of a
post effective 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 10th day of May, 1996.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 10th day of May, 1996, by the
following persons in the capacities indicated:
President and Chief Executive Officer
/s/ Richard M. Kovacevich (Principal Executive Officer)
Executive Vice President and Chief
/s/ John T. Thornton Financial Officer (Principal Financial Officer)
Senior Vice President and Controller
/s/ Michael A. Graf (Principal Accounting Officer)
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 )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- --------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
---------------------
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
<S> <C> <C>
2.1 Agreement and Plan of Reorganization, dated as of March 21, 1996, between
Aman Collection Service, Inc. and Norwest Corporation (included in
Prospectus as Appendix A).
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 Eliminating the Certificate of Designations with respect to
the Cumulative Convertible Preferred Stock, Series B (incorporated by
reference to Exhibit 3(a) to Norwest's Current Report on Form 8-K dated
November 1, 1995).
3.1.5 Certificate Eliminating the Certificate of Designations with respect to
the 10.24% Cumulative Preferred Stock (Incorporated by reference to
Exhibit 3 to Norwest's Current Report on Form 8-K dated February 20,
1996, as amended pursuant to Form 8- K/A dated February 21, 1996).
3.1.6 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 I 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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
<S> <C>
5 Opinion of Stanley S. Stroup, counsel to Norwest. Electronic
Transmission
8 Form of Opinion of Dorsey & Whitney LLP, counsel to AMAN. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part of Exhibit 5
filed herewith).
23.2 Consent of Dorsey & Whitney LLP, counsel to AMAN (included
as part of Exhibit 8 filed herewith).
23.3 Consent of KPMG Peat Marwick LLP. Electronic
Transmission
23.4 Consent of Eide Helmeke PLLP. 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, 3.1.5, 3.1.6, 3.2, 4, 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.
EXHIBIT 5
May 10, 1996
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, of up to 600,000 shares of the common stock
(the "Shares"), par value $1 2/3 per share of Norwest Corporation (the
"Company"), a Delaware corporation, which are proposed to be issued by the
Company in connection with the proposed merger of Aman Collection Service, Inc.,
a South Dakota corporation, with a wholly-owned subsidiary of the Company (the
"Merger"), 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 Company 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 Company
has been taken to authorize the issuance of the Shares to be issued by the
Company in connection with the Merger, and, when issued pursuant to the Merger
as contemplated by 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
EXHIBIT 8
May 10, 1996
AMAN Collection Service, Inc.
1 South 1st Street
Aberdeen, SD 57402-0730
Reference is made to the Registration Statement on Form S-4 of Norwest
Corporation ("Norwest") filed on May 10, 1996 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the proposed merger of a wholly
owned subsidiary of Norwest into Aman Collection Service, Inc. ("AMAN") pursuant
to that certain Agreement and Plan of Reorganization entered into as of March
21, 1996, by and between AMAN and Norwest.
We hereby confirm that the discussions in the Information
Statement-Prospectus contained in the Registration Statement under
"SUMMARY--Certain U.S. Federal Income Tax Consequences" and "THE MERGER--Certain
U.S. Federal Income Tax Consequences" are a fair and accurate summary of the
matters addressed therein.
We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the use of our name under "THE MERGER--Certain
U.S. Federal Income Tax Consequences" in the Information Statement-Prospectus.
In giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
Dorsey & Whitney LLP
EXHIBIT 23.3
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
registration statement. Our report refers to the Corporation's adoption 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
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
May 9, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the reference to our
firm under the caption "Experts" and to the use of our report dated January 25,
1996 on the financial statements of Aman Collection Service, Inc. for the years
ended December 31, 1995 and 1994, in the Registration Statement on Form S-4 and
related Prospectus of Norwest Corporation for the registration of 600,000 shares
of its Common Stock.
/s/ EIDE HELMEKE PLLP
EIDE HELMEKE PLLP
May 10, 1996
Aberdeen, South Dakota
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/s/ Benjamin F. Montoya
Benjamin F. Montoya
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/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 RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
675,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of Aman Collection Service,
Inc., and 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 February, 1996.
/s/ Michael W. Wright
Michael W. Wright
