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As filed with the Securities and Exchange Commission on April 5, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mary E. Schaffner
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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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 (par value $1-2/3 394,995 $37.125 $14,664,189.38(2) $5,056.70
per share)(1) Shares
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(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------
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PROSPECTUS
NORWEST CORPORATION
394,995 SHARES OF
COMMON STOCK
(PAR VALUE $1-2/3)
This Prospectus pertains to an offering from time to time of 394,995 shares
of Common Stock (par value $1 2/3) (the "Common Stock") of Norwest Corporation
("Norwest") held by stockholders (the "Selling Stockholders") who received the
shares in exchange for shares of Parker Bankshares, Incorporated, a corporation
formed under the laws of the State of Colorado ("PBI"), the parent bank holding
company of The First National Bank of Parker, a banking corporation formed under
the laws of the State of Colorado (the "Bank") in connection with the
acquisition of PBI and the Bank on February 28, 1995. See "SELLING
STOCKHOLDERS." Norwest will not receive any proceeds from the sale of the shares
of Common Stock covered by this Prospectus. Norwest has agreed to pay certain
registration expenses in connection with this offering (excluding brokerage
commissions) estimated at approximately $21,000.
The distribution and sale of the shares offered hereby is subject to the
provisions of an Investment Agreement dated as of February 24, 1995 among
Norwest and the Selling Stockholders (collectively, the "Investment Agreement").
The Investment Agreement requires, among other things, that any distribution of
the shares (defined as a "Transfer" in the Investment Agreement) to the public
be made in an "ordinary trading transaction." An "ordinary trading transaction"
is defined in the Investment Agreement as a sale of the shares on a nationally-
recognized securities exchange using the services of a broker-dealer registered
in the state where the Transfer is to occur, and without the use of special
selling efforts or methods. The Investment Agreement further prohibits any
distribution of the shares by means of an option or other derivative securities
transaction, whether or not effected on an option or other securities exchange.
The Investment Agreement also sets forth transfer requirements with respect to
the transfer of the shares of Common Stock offered hereby, including a
requirement that a Selling Stockholder provide to Norwest prior notice of any
proposed transfer of the shares and in certain cases, an opinion of counsel.
Subject to the terms of the Investment Agreement, the distribution of the shares
by the Selling Stockholders may be effected from time to time, in one or more
transactions on the New York Stock Exchange or otherwise, in special offerings,
exchange distributions or secondary distributions pursuant to and in accordance
with the rules of the New York Stock Exchange, in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from Selling Stockholders, and/or purchasers of
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). See "SELLING STOCKHOLDERS--Investment Agreement" and
"PLAN of DISTRIBUTION."
The Common Stock is traded on the New York Stock Exchange and on the
Chicago Stock Exchange under the symbol NOB. On April 1, 1996, the closing price
for the Common Stock on the New York Stock Exchange was $37.125.
PROSPECTUS DATED APRIL __, 1996
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As a bank holding company, Norwest is subject to regulation under various
federal banking laws. See "CERTAIN REGULATORY CONSIDERATIONS."
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY NORWEST. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, NORWEST'S COMMON STOCK
OFFERED BY THIS PROSPECTUS IN ANY TO OR FROM ANY
PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF NORWEST SINCE THE DATE OF THIS
PROSPECTUS.
THE SHARES OF NORWEST'S COMMON STOCK OFFERED HEREBY 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 SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
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TABLE OF CONTENTS
<S> <C> <C> <C>
Available Information............... 1 Plan of Distribution........... 12
Incorporation of Certain Documents.. Description of Common Stock and
by Reference..................... 1 Certain Rights................. 12
Norwest Corporation................. 2 Legal Opinion.................. 16
Certain Regulatory Matters.......... 2 Experts........................ 16
Selling Stockholders................ 9
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AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements, and other information concerning Norwest can be inspected and copied
at the Commission's public reference room located at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities in
the Commission's regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. 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 filed by Norwest with the New York Stock Exchange and the Chicago
Stock Exchange may be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, and at the offices of the Chicago
Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 and exhibits thereto (the "Registration
Statement") covering the securities offered hereby which Norwest has filed with
the Commission. 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO NORWEST, EXCLUDING EXHIBITS
UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE AVAILABLE WITHOUT CHARGE UPON
WRITTEN OR ORAL REQUEST TO LAUREL A. HOLSCHUH, SECRETARY, NORWEST CORPORATION,
NORWEST CENTER, SIXTH AND MARQUETTE, MINNEAPOLIS, MINNESOTA 55479-1026,
TELEPHONE 612/667-8655.
The following documents filed with the Commission by Norwest (File No. 1-
2979) are incorporated by reference in, and made a part of, this Prospectus: (i)
Annual Report on Form 10-K for the year ended December 31, 1995; and (ii)
Current Reports on Form 8-K dated January 17, 1996, February 20, 1996, as
amended pursuant to Form 8-K/A, and February 26, 1996.
All documents filed by Norwest pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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
<PAGE>
which also is, or is deemed to be, incorporated herein by reference 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.
NORWEST CORPORATION
Norwest 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 "Bank Holding Company 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
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY CONSIDERATIONS
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 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
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between a bank holding
company and nonbank entities that are prohibited or restricted under current
law. Whether Congress will adopt any of these proposals, and if so in what
form, is not known at this time.
Norwest's banking and savings association subsidiaries are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of Norwest's banking subsidiaries are primarily insured by the Bank
Insurance Fund; 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 OCC is required for any dividend by a national bank if the
total of all dividends declared by the bank in any calendar year would exceed
the total of its net profits, as defined by regulation, for that year combined
with its retained net profits for the preceding two years less any required
transfers to surplus or a fund for the retirement of any preferred stock. In
addition, a national bank may not pay a dividend in an amount greater than its
net profits then on hand after deducting its losses and bad debts. For this
purpose, bad debts are defined to include, generally, loans which have matured
and are in arrears with respect to interest by six months or more, other than
such loans that are well secured and in the process of collection. Under these
provisions Norwest's national bank subsidiaries could have declared, as of
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, 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.
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Norwest's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to Norwest and its
nonbank subsidiaries, whether in the form of loans, extensions of credit,
investments or asset purchases. Such transfers by any subsidiary bank to
Norwest or any nonbank subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to Norwest and all such nonbank
subsidiaries, to an aggregate of 20% of such bank's capital and surplus.
Furthermore, such loans and extensions of credit are required to be secured in
specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. This support may be required at times when Norwest may not
have the resources to provide it. Any capital loans by Norwest to any of the
subsidiary banks are subordinate in right of payment to deposits and to certain
other indebtedness of such subsidiary bank. In addition, the Crime Control Act
of 1990 provides that in the event of a bank holding company's bankruptcy, any
commitment by the bank holding company to a federal bank regulatory agency to
maintain the capital of a subsidiary bank will be assumed by the bankruptcy
trustee and entitled to a priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC after
August 9, 1989 in connection with (i) the default of a commonly controlled FDIC-
insured depository institution or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a "default" is likely to occur in the absence of
regulatory assistance.
Federal law (12 U.S.C. (S)55) permits the OCC to order the pro rata
assessment of stockholders of a national bank whose capital stock has become
impaired, by losses or otherwise, to relieve a deficiency in such national
bank's capital stock. This statute also provides for the enforcement of any
such pro rata assessment of stockholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the capital
stock of any assessed stockholder failing to pay the assessment. Similarly, the
laws of certain states provide for such assessment and sale with respect to
banks chartered by such states. Norwest, as the sole stockholder of most of its
subsidiary banks, is subject to such provisions.
ACQUISITIONS
Effective September 29, 1995, under the provisions of the Reigle-Neal
Interstate Banking and Branching Act of 1994 (the "Reigle-Neal Act"), Norwest's
banking subsidiaries are permitted to acquire banks located in any state in
which the acquiring subsidiary bank is located (an intrastate merger). Effective
June 1, 1997, Norwest's banking subsidiaries will be permitted to acquire a bank
located in a state other than the state in which the acquiring subsidiary bank
is located (an interstate merger) through merger, consolidation or purchase of
assets and assumption of liabilities, unless the state in which either of the
banks is located has opted out of the interstate banking provisions of the
Reigle-Neal Act. An interstate merger may occur before June 1, 1997 if the
states in which the merging banks are located have enacted a law authorizing
interstate bank mergers.
All of Norwest's acquisitions of banking institutions and other companies
are subject to the prior approval of the Federal Reserve Board and any
applicable federal or state regulatory
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authorities. In addition, under the provisions of the Reigle-Neal Act, bank
mergers are subject to deposit concentration limits of 10% nationwide and 30% in
any one state, unless it is Norwest's initial entry into the state.
CAPITAL REQUIREMENTS
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital to risk-adjusted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
is 8%. At least half of the total capital is to be comprised of common
stockholders' equity, minority interests and noncumulative perpetual preferred
stock ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of
hybrid capital instruments, perpetual debt, mandatory convertible debt
securities, a limited amount of subordinated debt, other preferred stock, and a
limited amount of the allowance for credit losses. The risk-based guidelines
also specify that all intangibles, including core deposit intangibles, as well
as mortgage servicing rights ("MSRs") and purchased credit card relationships
("PCCRs"), be deducted from Tier 1 capital. The guidelines, however,
grandfather identifiable assets (other than MSRs and PCCRs) acquired on or
before February 19, 1992 and permit the inclusion of readily marketable MSRs and
PCCRs in Tier 1 capital to the extent that (i) MSRs and PCCRs do not
collectively exceed 50% of Tier 1 capital and (ii) PCCRs do not exceed 25% of
Tier 1 capital. For such purposes, MSRs and PCCRs each are included in Tier 1
capital only up to the lesser of (i) 90% of their fair market value (which must
be determined quarterly) and (ii) 100% of the remaining unamortized book value
of such assets. The OCC has adopted substantially similar regulations.
In addition, the Federal Reserve Board's minimum "leverage ratio" (the
ratio of Tier 1 capital to quarterly average total assets) guidelines for bank
holding companies provide for a minimum leverage ratio of 3% for bank holding
companies that meet certain specified criteria, including that they have the
highest regulatory rating. All other bank holding companies are required to
maintain a leverage ratio of 3% plus an additional cushion of 1% to 2%. The
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions are expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant reliance
on intangible assets. Furthermore, the guidelines indicate that the Federal
Reserve Board will continue to consider a "tangible Tier 1 leverage ratio" in
evaluating proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of a banking organization's Tier 1 capital, less all
intangibles, to total assets, less all intangibles. Each of Norwest's banking
subsidiaries is also subject to capital requirements adopted by applicable
regulatory agencies that are substantially similar to the foregoing. At
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 a federal law enacted in 1991 that required each federal
banking agency to revise its risk-based capital standards to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risks of nontraditional activities, each of the federal banking
agencies has revised the risk-based capital guidelines described above to take
account of concentration of credit risk and risk of nontraditional activities.
In addition, the Federal Reserve Board, the FDIC and the OCC recently adopted a
new rule that amends, effective September 1, 1995, the capital standards to
include explicitly a bank's exposure to declines in the economic value of its
capital due to changes in interest rates as a factor to be considered in
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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.
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 depository institutions insured by the Federal Deposit
Insurance Corporation (the "FDIC") that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." Under applicable regulations, an FDIC-insured
depository institution is defined to be well capitalized if it maintains a
leverage ratio of at least 5%, a risk-adjusted Tier 1 capital ratio of at least
6% and a risk-adjusted total capital ratio of at least 10% and is not subject to
a directive, order or written agreement to meet and maintain specific capital
levels. An insured depository institution is defined to be adequately
capitalized if its meets all of its minimum capital requirements as described
above. An insured depository institution will be considered undercapitalized if
it fails to meet any minimum required measure, significantly undercapitalized if
it has a risk-adjusted total capital ratio of less than 6%, risk-adjusted Tier 1
capital ratio of less than 3% or a leverage ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity equal to at
least 2% of total assets. An insured depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a wide
range of limitations on operations and activities, including growth limitations,
and are required to submit a capital restoration plan. The federal banking
agencies may not accept a capital plan without determining, among other things,
that the plan is based on realistic assumptions and is likely to succeed in
restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
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Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that each federal
banking agency prescribe standards, by regulation or guideline, for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset quality, earnings, stock valuation, and such other
operational and managerial standards as the agency deems appropriate. The FDIC,
in consultation with the other federal banking agencies, has adopted a final
rule and guidelines with respect to internal and external audit procedures and
internal controls in order to implement those provisions of FDICIA intended to
facilitate the early identification of problems in financial management of
depository institutions. On July 10, 1995, the federal banking agencies
published the final rules implementing three of the safety and soundness
standards required by FDICIA, including operational and managerial standards,
asset quality and earnings standards, and compensation standards. The impact of
such standards on Norwest has not yet been fully determined, but management does
not believe it will be material.
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' notice to customers and
regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in the
business of placing deposits with insured depository institutions or with
interest rates significantly higher than prevailing market rates) unless (i) it
is well capitalized, or (ii) it is adequately capitalized and receives a waiver
from 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 the institution's capitalization risk category and "supervisory
subgroup." An institution's capitalization risk category is based on the FDIC's
determination of whether the institution is well capitalized, adequately
capitalized or less than adequately capitalized. An institution's supervisory
subgroup is based on the FDIC's assessment of the financial condition of the
institution and the probability that FDIC intervention or other corrective
action will be required. Subgroup A institutions are financially sound
institutions with few minor weaknesses; Subgroup B institutions are institutions
that demonstrate weaknesses which, if not corrected, could result in significant
deterioration; and Subgroup C institutions are institutions for which there is a
substantial probability that the FDIC
7
<PAGE>
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 Norwest's subsidiary depository institutions could have a material adverse
effect on Norwest's earnings, depending on the collective size of the particular
institutions involved.
Deposits insured by the SAIF held by Norwest's bank subsidiaries as a
result of savings association acquisitions by Norwest continue to be assessed at
the applicable SAIF insurance premium rate. Current federal law provides that
the SAIF assessment rate may not be less than 0.18% from January 1, 1994 through
December 31, 1997. After December 31, 1997, the SAIF assessment rate must be a
rate determined by the FDIC to be appropriate to increase the SAIF's reserve
ratio to 1.25% of insured deposits or such higher percentage as the FDIC
determines to be appropriate, but the assessment rate may not be less than
0.15%. In order to mitigate the potential effects of a BIF/SAIF premium
disparity, Congress recently proposed legislation that would, among other
things, recapitalize the SAIF by imposing a special one-time assessment on SAIF
deposits. The proposed legislation also contemplates the consolidation or merger
of the BIF and the SAIF into one insurance fund after the SAIF is recapitalized.
Management of Norwest's does not anticipate that the impact of the proposed
legislation will be material to Norwest's; however, to provide for such a
special assessment when and if imposed, Norwest has established a reserve of
$23.5 million based on an estimated insurance premium rate of 66 cents per $100
of insured deposits, which reserve has been funded primarily by the refund of
BIF insurance premiums.
DEPOSITOR PREFERENCE
Under the FDIA, claims of holders of domestic deposits and certain claims
of administrative expenses and employee compensation against an FDIC-insured
depository institution have priority over other general unsecured claims against
the institution in the "liquidation or other resolution" of the institution by a
receiver.
8
<PAGE>
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information with respect to the
beneficial ownership of Norwest's Common Stock as of February 28, 1995 (the
effective date of Norwest's acquisition of PBI) by each of the Selling
Stockholders who may offer shares for sale by this Prospectus (referred to
herein individually as a "Selling Stockholder" and collectively as the "Selling
Stockholders").
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND
NAME /(1)/ TO BE OFFERED HEREBY
--------- -------------------------
Patte J. Earley 43,023
Dennis E. House 64,535(2)
Robert M. Inman 60,147(3)
Donald R. Larrick 21,511
Michael R. McClurg 32,267
Eunice Pickett 28,653(2)(4)
Herschel R. Pickett 86,047(2)(4)
Robert M. and Elizabeth N.
Schwyhart Trust 8,604(5)
Stephen K. Small 50,208
All Selling Stockholders as
a group (10 persons) 394,995
- ---------------------
(1) The persons named as Selling Stockholders in the above table held all of the
outstanding stock of PBI prior to the acquisition. Except as may be
otherwise indicated in the footnotes to the above table, the Selling
Stockholders have sole voting and investment power with respect to the
shares of Norwest Common Stock shown above opposite their respective names.
(2) Mr. House is the brother and brother-in-law of, respectively, Eunice
Pickett and Herschel R. Pickett, each of whom is a Selling Stockholder, who
are husband and wife. Mr. House disclaims beneficial ownership of any
shares of Norwest Common Stock held by either his sister or his
brother-in-law.
(3) Includes 14,628 shares held by Mr. Inman in a self-directed individual
retirement account for which Charles A. Schwab Incorporated acts as
custodian.
(4) Herschel R. Pickett and Eunice Pickett are husband and wife, and
respectively, the brother-in-law and the sister of Dennis E. House, who is
also a Selling Stockholder. Mr. and Mrs. Pickett each disclaim
beneficial ownership of their respective shares of Norwest Common Stock
offered hereby and of the shares of Norwest Common Stock held by Mr.
House.
(5) The indicated shares are held in trust under a Trust Agreement dated March
2, 1994, pursuant to which Robert M. Schwyhart and Elizabeth N. Schwyhart
act as joint trustees with shared voting and investment power.
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<PAGE>
INVESTMENT AGREEMENT
In connection with the acquisition of PBI and the Bank by Norwest, the
Selling Stockholders entered into an Investment Agreement dated as of February
24, 1995 with Norwest pursuant to which the shares offered and sold by the
Selling Stockholders hereby were issued. As used in this Prospectus, the term
"Investment Agreement" means such Investment Agreement. Under the terms of the
Investment Agreement, the Selling Stockholders jointly and severally agreed that
they would not directly or indirectly offer, sell, pledge or transfer or
otherwise dispose of (or solicit any offers to buy, purchase, or otherwise
acquire or pledge) any of the shares offered hereby, except in compliance with
the Investment Agreement or pursuant to a registration statement filed and
effective, or an exemption from registration, under the Securities Act of 1933
(the "Securities Act") and rules and regulations promulgated thereunder.
The Investment Agreement provides, among other things, that any
distribution of the shares (defined as a "Transfer" in the Investment Agreement)
to the public be made in an "ordinary trading transaction." An "ordinary trading
transaction" is defined in the Investment Agreement as a sale of the shares on a
nationally-recognized securities exchange using the services of a broker-dealer
registered in the state where the transfer is to occur, and without the use of
special selling efforts or methods. The Investment Agreement further prohibits a
distribution of the shares either to the public or in a transaction exempt from
registration under the Securities Act or applicable state securities law by
means of an option or other derivative securities transaction, whether or not
effected on an option or other securities exchange. The Investment Agreement
also contains a number of transfer requirements with respect to the shares
applicable for a period of two years after the issuance of the shares. Under
these requirements, each Selling Stockholder must provide five business days
notice to Norwest of any proposed sale or other transfer of the shares offered
by the Selling Stockholders pursuant to this Prospectus. Following receipt of
this notice, Norwest must notify the Selling Stockholder proposing to make the
transfer of shares either that the transfer may occur or that it must be
deferred. Any such transfer will be deferred either in order to permit updating
of this Prospectus or because Norwest has provided the Selling Stockholder a
certificate stating that it would be detrimental to Norwest and its stockholders
for the Selling Stockholder to immediately proceed with the proposed transfer.
If Norwest provides such certificate, Norwest may defer any proposed transfer
for one or more successive 30 day periods. If a proposed transfer of the shares
is to be effected other than by a sale or offer to sell the shares pursuant to
this Prospectus as for example, in a transaction not involving a public
offering, the notice from the Selling Stockholder must describe the proposed
transfer and be accompanied by an opinion of experienced securities counsel
acceptable to Norwest with respect to the transfer's compliance with applicable
federal and state securities law registration and other requirements. In
addition, the Investment Agreement requires the Selling Stockholder to furnish
certain documentation to the transfer agent of Norwest's Common Stock as a
condition to completing the transfer.
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<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
FORMER DIRECTORS AND EXECUTIVE OFFICERS. At the time of the acquisition by
Norwest in February 1995 of PBI and the Bank (the "Acquisitions"), Selling
Stockholders Patte J. Earley, Robert M. Inman, Donald R. Larrick, Michael R.
McClurg, Herschel R. Pickett, and Stephen K. Small each served as directors of
PBI, and Messrs. Small and Pickett each also served, respectively, as the
president and the secretary/treasurer of PBI. In addition, Herschel R. Pickett,
Dennis E. House, and Patte J. Earley each served as a director of the Bank, and
Messrs. Pickett and House also served as, respectively, the chairman of the
Board of Directors and president of the Bank and executive vice president of the
Bank. Except as described below with respect to Mr. Pickett, each Selling
Stockholder who then served as a director or officer of PBI or the Bank resigned
his or her position upon the effectiveness of the Acquisition.
EMPLOYMENT AGREEMENT WITH SELLING STOCKHOLDER. Prior to the consummation of
the Acquisition, Herschel R. Pickett entered into an Employment Agreement with
the Bank (now merged into Norwest Bank Colorado, National Association ("Norwest
Bank Colorado") dated January 19, 1995, effective February 28, 1995 (the
effective date of the Acquisition) (the "Employment Agreement"), and having an
initial term of two years (subject to earlier termination under certain
circumstances). Under the terms of his Employment Agreement, Mr. Pickett
initially served as the President of the Bank having the duties assigned to a
managing officer of a Norwest bank. Following the Bank's merger with Norwest
Bank Colorado, Mr. Pickett continues to serve as the president and managing
officer of the Parker, Colorado branch office of Norwest Bank Colorado, located
at the Bank's former main office. The Employment Agreement also includes a non-
compete agreement, pursuant to which Mr. Pickett agreed, in exchange for certain
severance arrangements, that for a period of two years following termination of
the Employment Agreement, he will not directly or indirectly, in the Denver
metropolitan area, Colorado, engage in the business of commercial or thrift
banking.
LOAN TRANSACTIONS. Five of the Selling Stockholders, including members of
the immediate family, or entities who may be deemed to affiliates, of one of
such five Selling Stockholders, engaged in one or more loan transactions,
including lines of credit and mortgage loans, with the Bank within the past
three years. The name of each such borrower, the approximate principal amount
outstanding on, and the type of each such loan, is as follows: Robert M. Inman--
$49,500; Donald R. Larrick--$11,100 and $80,000, representing the remaining
aggregate balances on, respectively, four secured equipment loans in original
principal amounts ranging from $5,700 to $10,000 and an annual secured line of
credit in an original annual principal amount ranging from $10,000 to $80,000,
to Peachwood/DRL, a partnership engaged in the purchase and leasing of equipment
used in farming operations, of which Mr. Larrick is a partner, which loans and
credit lines have been guaranteed by Mr. Larrick; Michael R. McClurg--$58,000,
representing an original $80,000 mortgage loan to Mr. McClurg's son and
daughter-in-law; and Herschel R. and Eunice Pickett--$148,000, representing a
$150,000 mortgage loan, which loan has since been sold in the secondary market.
In addition, since 1993, Robert M. Inman, Michael R. McClurg, and Stephen
K. Small, who is also a Selling Stockholder named in this Prospectus, or
entities that may be deemed to be affiliated with them, each had loans or lines
of credit with the Bank in the following amounts: Mr. Inman--$250,000, Mr.
McClurg--
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<PAGE>
$100,000 line of credit and $200,000 reimbursement obligation under a letter of
credit, issued to or for the benefit of a corporation of which Mr. McClurg is an
executive officer, director, and principal shareholder, which indebtedness was
guaranteed by Mr. McClurg; and Mr. Small -- $100,000 mortgage loan and $75,000
line of credit. All of the foregoing loans or extensions of credit by the Bank
have been repaid in full.
Norwest Bank Colorado, as successor to the Bank, believes that all such
loans made by the Bank were made in the ordinary course of the Bank's business,
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
did not involve more than the normal risk of collectibility or present other
unfavorable features.
PLAN OF DISTRIBUTION
The distribution and sale of the shares is subject to the provisions of the
Investment Agreement described above under the heading "SELLING STOCKHOLDERS--
Investment Agreement." Subject to the Selling Stockholders' compliance with the
transfer and other provisions of the Investment Agreement described above, the
distribution of the shares by the Selling Stockholders may be effected from time
to time, in one or more transactions on the New York Stock Exchange or
otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the New York Stock
Exchange, in the over-the counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Selling Stockholders may effect such transactions by selling shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions, or commissions from Selling
Stockholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Stockholders
and broker-dealers that participate with Selling Stockholders in the
distribution of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
them and any profit on the resale of shares may be deemed to be underwriting
compensation. See "SELLING STOCKHOLDERS--Investment Agreement."
DESCRIPTION OF COMMON STOCK
AND CERTAIN RIGHTS
GENERAL
Norwest is authorized to issue a total of 509,000,000 shares of capital
stock, consisting of 500,000,000 shares of Common Stock, 5,000,000 shares of
preferred stock without par value ("Preferred Stock") and 4,000,000 shares of
preference stock without par value ("Preference Stock"). As of December 31,
1995, Norwest had issued (i) 358,332,153 shares of Common Stock, of which
352,760,457 shares were outstanding and 5,571,696 shares were held as treasury
shares, and (ii) 2,119,681 shares of Preferred Stock, consisting of 1,127,125
shares of 10.24% Cumulative Preferred Stock (the "10.24% Preferred Stock"),
980,000 shares of Cumulative Tracking Preferred Stock (the "Tracking Preferred
Stock") (of which 25,000 shares are held by a subsidiary of Norwest), 12,984
shares of ESOP Cumulative Convertible Preferred Stock (the "ESOP Preferred
Stock") and 24,572 shares of 1995 ESOP Cumulative Convertible Preferred Stock
(the "1995 ESOP Preferred Stock"). On January 2, 1996, all of the outstanding
shares of 10.24% Cumulative Preferred Stock and related depositary shares were
redeemed at the $100 stated value. On February 27, 1996, Norwest issued 59,000
shares of 1996 ESOP Cumulative Convertible Preferred Stock (the "1996 ESOP
Preferred Stock"). Norwest had not issued any shares of Preference Stock as of
the date of this Prospectus.
12
<PAGE>
Norwest's Board of Directors has designated 1,250,000 shares of Preferred
Stock as Series A Junior Participating Preferred Stock (the "Junior Preferred
Shares") and reserved the Junior Preferred Shares for issuance pursuant to a
rights agreement dated November 22, 1988 between Norwest and Citibank, N.A., as
the rights agent (the "Rights Agreement"). See "--Rights Plan." Norwest had not
issued any Junior Preferred Shares as of the date of this Prospectus.
COMMON STOCK
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of stockholders. Holders of Common Stock do not have
any cumulative voting rights. For that reason, holders of a majority of the
shares of Common Stock entitled to vote in any election of directors of Norwest
may elect all of the directors standing for election. Holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared by
the Board of Directors out of funds legally available therefor, subject to (i)
preferential dividend rights of all then outstanding shares of Preferred Stock
and Preference Stock, (ii) certain legal restrictions on the ability of
Norwest's banking and savings association subsidiaries to distribute funds to
Norwest and (iii) such restrictions as may be imposed on Norwest from time to
time pursuant to debt or credit facilities or otherwise. See "CERTAIN REGULATORY
CONSIDERATIONS." Holders of Common Stock do not have any preemptive rights to
purchase additional securities issued by Norwest or rights to convert their
shares of Common Stock into other securities of Norwest. Upon the liquidation,
dissolution or winding up of Norwest, subject to the prior rights of all then
outstanding shares of Preferred Stock and Preference Stock, holders of Common
Stock are entitled to receive ratably the assets of Norwest available after the
payment of all debts and other liabilities. All outstanding shares of Common
Stock are duly authorized, validly issued and nonassessable. Norwest Bank
Minnesota, National Association, a subsidiary of Norwest, is the transfer agent
and registrar for shares of Common Stock.
Each share of Common Stock includes a right to purchase one four-hundredth
of a Junior Preferred Share. See "--Rights Plan."
The rights, preferences and privileges of holders of Common Stock are
subject to, and may be adversely affected by, the rights of holders of Preferred
Stock or Preference Stock. See "--Preferred Stock; Preference Stock.
PREFERRED STOCK; PREFERENCE STOCK
The Board of Directors is authorized to issue shares of Preferred Stock and
Preference Stock in one or more series and to fix the relative rights,
preferences, privileges and restrictions thereof, including dividend rates,
conversion rights, voting rights, terms of redemption, liquidation preferences,
and the designation of any series and the number of shares constituting such
series, all without any vote or other action on the part of stockholders;
provided, however, that holders of Preference Stock will not be entitled to more
than one vote per share. The Board of Directors may issue shares of Preferred
Stock and Preference Stock at any time and from time to time without any vote or
other action on the part of stockholders. The rights of holders of outstanding
Preferred Stock or Preference Stock may limit the rights of holders of Common
Stock. To designate a series of Preferred Stock or Preference Stock for
issuance, Norwest files a Certificate of Designations with the Delaware
Secretary of State which sets forth the rights, preferences, privileges, and
restrictions of the series. Norwest generally files a copy of each such
certificate as part of an annual,
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<PAGE>
quarterly, or current report filed with the Commission.
Copies of the Certificates of Designations filed with the Delaware
Secretary of State setting forth the rights, preferences, privileges, and
restrictions of, respectively, the Tracking Preferred Stock, the ESOP Preferred
Stock, the 1995 ESOP Preferred Stock, and the 1996 ESOP Preferred Stock are
included as exhibits to the Registration Statement on Form S-3 (the
"Registration Statement") of which this Prospectus forms a part, also filed with
the Commission by Norwest, by incorporation by reference to copies of each such
Certificates of Designation filed as exhibits to the annual, quarterly, or
current reports filed with the Commission indicated in the Registration
Statement.
The ability of the Board of Directors to issue shares of Preferred Stock or
Preference Stock, although providing flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or discouraging a third party from
acquiring, a majority of the outstanding voting stock of Norwest. For a
discussion of other provisions of Norwest's Restated Certificate of
Incorporation or By-Laws that may delay, deter or prevent a tender offer or
other takeover attempt, see "--Rights Plan" below.
RIGHTS PLAN
Norwest has in effect a rights plan (the "Rights Plan") pursuant to which
each share of Common Stock now outstanding, and each share of Common Stock to be
issued under the Plan, have attached to it one Preferred Stock purchase right (a
"Right") entitling the holder thereof to purchase one four-hundredth of a Junior
Preferred Share at a price of $175.00, subject to customary antidilution
adjustment. The Rights are not separable from, and trade automatically with, the
shares of Common Stock to which they are attached. No separate certificates for
the Rights will be issued. The Rights are exercisable only upon the occurrence
of certain specified events as described below. All rights expire November 23,
1998, unless earlier exercised by the holders thereof or redeemed or extended by
Norwest. Until exercised, the Rights in and of themselves do not confer any
rights on their holders as stockholders of Norwest, including but not limited to
the right to vote or receive dividends. Subject to certain limited exceptions,
the Board of Directors may amend or otherwise modify the provisions of the
Rights and the Rights Plan without any vote or other action on the part of the
holders of the Rights.
The Rights are exercisable only if a person or group acquires or announces
an offer to acquire 25% or more (the "Triggering Percentage") of the outstanding
shares of Common Stock. The Board of Directors may, without any vote or other
action on the part of stockholders, reduce the Triggering Percentage to no less
than 15% at any time prior to the Rights becoming exercisable. The Rights have
certain additional rights that will be triggered upon the occurrence of
specified events:
(1) If a person or group acquires at least the Triggering Percentage
of Common Stock, the Rights permit the holders thereof, other than such
person or group, to acquire shares of Common Stock at 50% of such shares'
market value at the time. This feature will not apply, however, if a person
or group that owns less than the Triggering Percentage acquires at least
85% of the outstanding shares of Common Stock pursuant to a cash tender
offer for 100% of the outstanding shares of Common Stock.
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<PAGE>
(2) After a person or group acquires at least the Triggering
Percentage of Common Stock but before such person or group acquires 50% of
the outstanding shares of Common Stock, the Board of Directors may exchange
each Right, other than Rights owned by such acquiror, for one share of
Common Stock or one four-hundredth of a Junior Preferred Share.
(3) In the event of certain business combinations involving Norwest
or the sale of 50% or more of the assets or earning power of Norwest, the
Rights permit the holders thereof to purchase the stock of the acquiror at
50% of such shares' market value.
Each Junior Preferred Share will have 400 votes, voting together with
shares of Common Stock. Each Junior Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share and will be
entitled to an aggregate dividend of 400 times the dividend declared per share
of Common Stock. In the event of a merger, consolidation or other transaction in
which Common stock is exchanged, each Junior Preferred Share will be entitled to
receive 400 times the amount received per share of Common Stock. In the event of
liquidation of Norwest, the holders of the Junior Preferred Shares will be
entitled to a minimum preferential liquidation payment of $400 per share and
will be entitled to an aggregate payment of 400 times the payment made per share
of Common Stock. The Junior Preferred Shares will not be redeemable. The rights
of the Junior Preferred Shares are protected by customary antidilution
provisions.
The Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.0025 per Right (the "Redemption Price") at any time prior to the
acquisition by a person or group of at least the Triggering Percentage of the
outstanding shares of Common Stock. The Board of Directors may effect the
redemption at such time, upon such terms and subject to such conditions as the
Board of Directors in its sole discretion may deem necessary or advisable.
Immediately upon redemption of the Rights, all rights of the holders thereof
(including the right to exercise the Rights) will terminate except for the right
to receive the Redemption Price.
The operation of the Rights Plan may result in immediate substantial
dilution to, or otherwise materially adversely affect, any person or group that
acquires the Triggering Percentage of Common Stock or otherwise triggers a
provision of the Rights Plan. For that reason, the existence of the Rights Plan
may have the effect of delaying, deterring or preventing a takeover of Norwest.
The foregoing discussion of the Rights Plan is qualified in its entirety by
reference to the Rights Agreement, a copy of which has been filed with the
Commission and is incorporated herein by reference. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
SHARES REGISTERED UNDER THE SECURITIES ACT
Pursuant to shelf registration statements filed with the Commission prior
to December 31, 1995, Norwest has registered under the Securities Act an
indeterminate number of securities (the "Shelf Securities"), which Norwest may
issue as, among other securities, Norwest Preferred Stock or securities
convertible into Common Stock or Preferred Stock. As of March 31, 1996, Norwest
had available for issuance Shelf Securities having an aggregate initial public
offering price of up to $1.355 billion. On March 15, 1996, Norwest filed a
registration statement for an additional $5 billion of Shelf Securities.
Approval by the Commission of this shelf registration statement is pending as of
the date of this Prospectus. The Board of Directors may issue the Shelf
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<PAGE>
Securities at any time and from time to time without any vote or other action on
the part of stockholders.
No prediction can be made as to the effect, if any, that future sales of
shares of Norwest's capital stock will have on the market price of the Common
Stock prevailing from time to time. Sales of substantial amounts of capital
stock in the public market, or the perception that such sales could occur, could
adversely affect the prevailing market price of Common Stock. Future sales of
Norwest's capital stock may result in dilution to existing stockholders.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered
hereby were 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 108,607
shares and held options to acquire 179,931 additional shares of Norwest's Common
Stock.
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by Norwest Corporation ("Norwest") in connection with
distribution of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 5,056.70
Legal Fees and Expenses 8,000.00
Accounting Fees and Expenses 3,500.00
Blue Sky Fees and Expenses 3,000.00
Miscellaneous 1,200.00
----------
Total $20,756.70
</TABLE>
ITEM 15. 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 the Certificate of
Incorporation of Norwest Corporation ("Norwest") provides for broad
indemnification of directors and officers of Norwest.
ITEM 16. 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, 4.1, 4.2, 4.3, and 4.4 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.
Exhibits
- --------
3.1 -- Restated Certificate of Incorporation, as amended, of Norwest
(incorporated herein 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 Designation of Powers, Preferences, and Rights of
Norwest's ESOP Cumulative Preferred Stock (incorporated herein 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 Designation of Powers, Preferences, and Rights of
Norwest's 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 Designation of Powers, Preferences, and Rights of
Norwest's 1995 ESOP Cumulative Preferred Stock (incorporated herein by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995).
II-1
<PAGE>
3.1.4 -- Certificate Eliminating the Certificate of Designations with respect
to the Cumulative Convertible Preferred Stock, Series B (incorporated
herein 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 the Corporation'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 Norwest's 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference to
Exhibit 3 to the Norwest's Current Report on Form 8-K dated February
26, 1996).
3.2 -- Bylaws of Norwest, as amended (incorporated herein by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
4.1 -- See 3.1 through 3.2 above.
4.2 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., (incorporated herein by reference to Exhibit 1 to
Norwest's Form 8-A filed on December 6, 1988).
4.3 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement
(incorporated herein by reference to Exhibit 3 to Norwest's Form 8
dated July 21, 1989).
4.4 -- 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, General Counsel to Norwest.
10 -- Investment Agreement dated as of February 24, 1995 among Norwest,
Patte J. Earley, Dennis E. House, Robert M. Inman, Donald R. Larrick,
Lincoln Trust Co., custodian for Richard M. Inman Unincorporated
Profit Sharing Plan, Michael R. McClurg, Eunice Pickett, Herschel R.
Pickett, Robert M. Schwyhart and Elizabeth N. Schwyhart Trust U/T/A,
and Stephen K. Small.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit
5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP (relating to financial statements
of Norwest).
24 -- Powers of Attorney.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Norwest hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to (i) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, (ii) reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement, and (iii) include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Norwest pursuant to Section 13 or 15(d)
or the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) The undersigned Norwest hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Norwest hereby undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) The undersigned Norwest 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Norwest pursuant to the foregoing provisions, or otherwise, Norwest
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 Norwest of expenses incurred or paid
by a director, officer or controlling person of Norwest 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, on the 5th day of April, 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 5th day of April, 1996, by the
following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
--------------------------
Richard M. Kovacevich (Principal Executive Officer)*
/s/ John T. Thornton Executive Vice President and Chief
------------------------
John T. Thornton Financial Officer
(Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
-----------------------
Michael A. Graf (Principal Accounting Officer)
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON )
REATHA CLARK KING )
RICHARD M. KOVACEVICH ) A majority of the Board of Directors*
RICHARD S. LEVITT )
CYNTHIA H. MILLIGAN )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DESCRIPTION* FILING
- ------ ------------ --------
<C> <S> <C>
3.1 -- Restated Certificate of Incorporation, as amended, of Norwest
(incorporated herein by reference to Exhibit 3(b) to Norwest's
Current Report on Form 8-K dated June 28, 1993).
3.1.1 -- Certificate of Designations of Powers, Preferences, and Rights
relating to the ESOP Cumulative Preferred Stock (incorporated herein
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
the 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 Designation of Powers, Preferences, and Rights of
the 1995 ESOP Cumulative Preferred Stock (incorporated herein 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 Norwest's Cumulative Convertible Preferred Stock, Series
B (incorporated herein 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 the Corporation's Current Report on Form
8-K dated February 20, 1996).
3.1.6 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest's 1996 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 3 to the Norwest's Current
Report on Form 8-K dated February 26, 1996).
3.2 -- Bylaws of Norwest, as amended (incorporated herein by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT FORM OF
NUMBER DESCRIPTION* FILING
- ------ ------------ --------
<C> <S> <C>
4.1 -- See 3.1 through 3.2 of Item 16 above.
4.2 -- Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., (incorporated herein by reference to Exhibit 1 to Norwest's
Form 8-A filed on December 6, 1988).
4.3 -- Certificate of Adjustment dated July 21, 1989 to Rights Agreement (incorporated
herein by reference to Exhibit 3 to Norwest's Form 8 dated July 21, 1989).
4.4 -- 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, General Counsel to Electronic
Norwest. Transmission
10 -- Investment Agreement dated as of February 24, 1995 Electronic
among Norwest, Patte J. Earley, Dennis E. House, Transmission
Robert M. Inman, Donald R. Larrick, Lincoln Trust Co., custodian for
Richard M. Inman Unincorporated Profit Sharing Plan, Michael R.
McClurg, Eunice Pickett, Herschel R. Pickett, Robert M. Schwyhart
and Elizabeth M. Schwyhart Trust U/T/A, and Stephen K. Small.
23.1 -- Consent of General Counsel of Norwest (included as Electronic
part of Exhibit 5 filed herewith). Transmission
23.2 -- Consent of KPMG Peat Marwick LLP (relating to Electronic
financial statements of Norwest). 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, 4.1, 4.2, 4.3, and 4.4 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.
<PAGE>
EXHIBIT 5
April 3, 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 394,995 shares of the Common Stock, par value $1-2/3 (the
"Shares"), of Norwest Corporation, a Delaware corporation ("Norwest"), issued in
connection with the acquisition by Norwest of Parker Bankshares, Incorporated, a
Colorado corporation, and its wholly-owned bank subsidiary, The First National
Bank of Parker, (the "Acquisition"), I have examined such corporate records and
other documents, including the Registration Statement on Form S-3 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. Norwest is a corporation duly organized and existing under the laws of
the State of Delaware.
2. All necessary corporate action was taken on the part of Norwest to
authorize the issuance of the Shares in connection with the Acquisition, and
accordingly, the Shares have been legally and validly issued, and constitute
fully paid and nonassessable shares of the Common Stock of Norwest.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Stanley S. Stroup
--------------------
Stanley S. Stroup
Executive Vice President and
General Counsel
<PAGE>
EXHIBIT 10
INVESTMENT AGREEMENT
This Investment Agreement, dated as of February 24, 1995, between NORWEST
CORPORATION, a Delaware corporation ("Norwest"), and the undersigned
shareholders of PARKER BANKSHARES, INCORPORATED ("Company"), a Colorado
corporation (collectively, the "Shareholders").
WHEREAS Norwest and Company are parties to an Agreement and Plan of
Reorganization dated as of September 12, 1994 (the "Reorganization Agreement")
providing for the merger of a wholly-owned subsidiary of Norwest with and into
Company (the "Merger") in exchange for a number of shares of common stock of
Norwest, par value $1-2/3 per share ("Norwest Common Stock"), under the terms
and conditions set forth therein,
WHEREAS the Reorganization Agreement provides that the shares of Norwest
Common Stock to be issued in the Merger (the "Shares") will be issued in a
private transaction pursuant to one or more exemptions from registration under
the Securities Act of 1993, as amended (the "Securities Act"), at the time of
the consummation of the Merger, but that the Shares will be subject to
registration rights as set forth in this Investment Agreement,
WHEREAS the parties wish to set forth certain representations, agreements
and undertakings for the purpose of qualifying the Shares for such exemptions
from registration and to fix the terms and conditions of such registration
rights,
WHEREAS it is the parties' intention that the Merger qualify as a tax-free
reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the rules, regulations and
interpretations promulgated or issued thereunder, and
WHEREAS as a condition to Norwest's agreement to grant the registration
rights set forth herein, Norwest is requiring that the Shareholders provide and
enter into certain representations, warranties, agreements, and indemnifications
in connection with the transfer of the Shares and the qualification of the
Merger as a tax-free reorganization under the Code.
NOW, THEREFORE, the parties hereto, in consideration of the premises and of
the mutual covenants and agreements contained herein, agree as follows:
1. REPRESENTATIONS AND COVENANTS OF SHAREHOLDERS. In order to induce
Norwest to consummate the Merger contemplated by the Reorganization Agreement
and to issue and exchange the Shares for the shares of the Common Stock of
Company held by each of the Shareholders, each of the Shareholders represents
and warrants to, or agrees with, Norwest as follows:
(a) Share Ownership. As of the date hereof, each Shareholder: (i) holds of
record or beneficially that number of shares of the Common Stock of Company set
forth opposite his or her name on Schedule 1(a) to this Investment Agreement (
the "Company Shares"); (ii) has good title to all Company Shares held by such
Shareholder, free and clear of all liens, claims, and encumbrances, except as
set forth on Schedule 1(a); and (iii) is domiciled, for purposes of compliance
with blue sky filing requirements in paragraph 2(e), in the state shown opposite
each Shareholder's name on Schedule 1(a).
<PAGE>
(b) Information with respect to Norwest. Norwest has furnished to each of
the Shareholders, on or prior to the Closing Date (as defined in the
Reorganization Agreement), each of the following documents: (i) Norwest's annual
report on Form 10-K for the year ended December 31, 1993, as amended by
Amendment No. 1 on Form 10-K/A dated May 13, 1994, (ii) each of Norwest's
quarterly reports on Form 10-Q filed with the Securities and Exchange Commission
(the "SEC") for each of the quarters between January 1, 1994 and the Closing
Date, (iii) Norwest's annual report to shareholders for its most recently
completed fiscal year and its notice and proxy statement for its most recent
annual meeting of stockholders, and (iv) all other documents, if any, filed with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") between January 1, 1994 and the Closing
Date.
(c) Shareholder Intent/Legending of Certificates.
(i) Investment Intent. Each Shareholder (1) has such knowledge and
experience in financial matters that the Shareholder is capable of
evaluating the merits and risks of the acquisition of the Shares and has
requested, received, reviewed and considered all information the
Shareholder deems relevant in making an informed decision to acquire the
Shares, (2) intends to acquire the Shares to be received in the Merger for
investment only and with no present intention of distributing or reselling
any of such Shares (other than for sales pursuant to this Investment
Agreement and the Registration Statement (as defined below), or sales
pursuant to this Investment Agreement which are otherwise in compliance
with the Securities Act and the rules and regulations promulgated
thereunder), and (3) agrees that, for a period of two (2) years from the
date the Shares are issued, the Shareholder will not, directly or
indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or
solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares, other than in compliance with the Reorganization
Agreement, this Investment Agreement, and the Securities Act and the rules
and regulations promulgated thereunder.
(ii) Tax Matters. Each of the Shareholders represents and warrants
to Norwest and to each other Shareholder who is a party to this Investment
Agreement that there is no present plan or intention by him or her or any
other Shareholder to sell, exchange, or otherwise dispose of, a number of
Shares received in the transaction that would reduce the Shareholders'
ownership of the Shares, as a group, to a number of shares having a value,
as of the Effective Date of the Merger (as defined in the Reorganization
Agreement), of less than 50 percent of the "Exchanged Value". For the
purposes of this Investment Agreement, the term "Exchanged Value" shall be
the aggregate value as of the Effective Date of the Merger of the cash,
Norwest Common Stock and other property received by the Shareholders in
exchange for the formerly outstanding stock of Company and pursuant to the
exercise of dissenters' rights.
(iii) Legending of Certificates. Each Shareholder acknowledges and
agrees that the Shares being issued in accordance with the Reorganization
Agreement (1) have not been registered under the Securities Act in reliance
upon one or more exemptions from registration under the Securities Act, (2)
are subject to certain restrictions on transfer as set forth in Exhibit B
to the Reorganization Agreement, and (3) that the certificates evidencing
the shares will bear the following restrictive legend:
2
<PAGE>
"The shares represented by this certificate were issued in
connection with the merger described in that certain Agreement and
Plan of Reorganization and related Agreement and Plan of Merger dated
September 12, 1994, by and between Norwest Corporation ("Norwest") and
Parker Bankshares, Incorporated and are subject to certain
restrictions on transfer set forth in that certain Investment
Agreement dated _____________, 1994 and the shareholders named therein
(the "Investment Agreement"), and were issued without registration
under the Securities Act of 1933, as amended (the "Securities Act") in
reliance on one or more exemptions therefrom. These shares may not be
sold or otherwise transferred except pursuant to a registration
statement under the Securities Act, or upon receipt by Norwest
Corporation of an opinion of counsel reasonably satisfactory to it
that an exemption from registration under the Securities Act is
available, and except in compliance with the Investment Agreement.
(iv) Reliance by Norwest. Each of the Shareholders further
acknowledges and understands that Norwest is relying on the truth and
accuracy of the representations made by each Shareholder herein for
purposes of, among other matters, establishing the existence of such
exemptions.
(d) Shareholder Information. Each Shareholder covenants and agrees (i) to
furnish to Norwest, in writing, any information relating to the Shareholder
which Norwest reasonably determines to be necessary for disclosure in any
Registration Statement covering the Shares (or any amendment thereto) or for the
purpose of complying with an exemption from registration or applicable state
securities laws, promptly after request therefor by Norwest, (ii) that the
Shareholder will discuss such information with Norwest or its representatives,
upon the request of Norwest, and (iii) that the Shareholder will otherwise
cooperate with Norwest to achieve compliance with applicable exemptions and
applicable federal and state securities laws. Each Shareholder warrants that all
information to be furnished by the Shareholder to Norwest pursuant to this
paragraph 1(d) shall be true and correct.
(e) Compliance with Securities Law and Transfer Requirements. Each
Shareholder agrees with Norwest that the Shareholder will fully comply with all
requirements under the Securities Act and the Exchange Act, including without
limitation the prospectus delivery requirements under the Securities Act and the
provisions of Rule 10b-6 of the Exchange Act, in connection with any sale or
distribution of the Shares pursuant to the Registration Statement, and with the
Transfer procedures set forth in paragraph 3 hereof. Each Shareholder further
agrees that no Transfer (as defined in paragraph 3(a) hereof) of the Shares may
be made to the public except in an "ordinary trading transaction." As used in
this Investment Agreement, an "ordinary trading transaction" means a sale of the
Shares on a nationally-recognized securities exchange using the services of a
broker-dealer registered in the state where the Transfer is to occur, and
without the use of special selling efforts or methods, but does not include the
writing of options or other derivative securities on the Shares (whether or not
such options or derivative securities are listed on an options or other
securities exchange.)
(f) Capacity and Enforceability. Each Shareholder represents, warrants
and covenants to Norwest that (i) the Shareholder has full right, power,
authority and capacity to enter into this Investment Agreement and to consummate
the transactions contemplated hereby, and (ii) upon its execution and delivery,
this Investment Agreement shall constitute a valid and binding obligation of
3
<PAGE>
the Shareholder, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors and
contracting parties generally and except as enforceability may be subject to
general principles of equity.
2. REGISTRATION PROCEDURES AND EXPENSES. Following the Effective Date of
the Merger (as defined in the Reorganization Agreement), Norwest agrees to take
the following actions:
(a) Registration Statement. Subject to paragraph 2(b) below, Norwest will
prepare and file with the SEC a registration statement on Form S-3 covering all
of the Shares (the "Registration Statement") within 90 days following the
Effective Date of the Merger, and shall use its best efforts to cause the
Registration Statement to become effective as soon as practicable thereafter;
provided, however, that Norwest shall have the right to delay such filing until
the Shareholders and their counsel (if any) have reviewed and approved the
information included in the Registration Statement under the caption "Selling
Stockholders" or in order to comply with any requirements or limitations at any
time imposed by the SEC on the registration of securities for re-sale
(b) Right to Delay Effectiveness of Registration. Norwest shall have the
right to delay effectiveness of the Registration Statement for up to three
successive 30-day periods, provided, however, that prior to each such 30-day
deferral, Norwest shall have delivered, to the Shareholder a certificate signed
by the Chairman, the President, or any Executive Vice President of Norwest
stating that in the good faith judgment of Norwest, it would be detrimental to
Norwest and its stockholders for Norwest to immediately proceed
with the effectiveness of such Registration Statement.
(c) Amendments or Subsequent Registration Statement. Norwest shall,
subject to paragraph 3 below, prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective until
the earlier of (i) the date that all of the Shares have been sold pursuant
thereto, or (ii) until all of the Shares owned by the Shareholders may be sold
in a public distribution, pursuant to Rule 144(c) through (i) of the Securities
Act or any other rule of similar effect, without the registration of such Shares
under the Securities Act; or, in lieu of filing an amendment or supplement to
the Registration Statement, Norwest may, at its option, file and cause to become
effective a subsequent registration statement on Form S-3 or on such other form
as may be then available to Norwest covering the Shares to permit the Transfer
of the Shares from time to time. If Norwest elects to file such subsequent
registration statement which thereafter becomes effective, such subsequent
registration statement, upon its effectiveness, shall be deemed the
"Registration Statement" for all purposes of this Investment Agreement. The
period from the effective date of the Registration Statement through the earlier
of the dates described in clauses (i) and (ii) of this paragraph 2(c) is herein
referred to as the "Effective Period".
(d) Copies of Prospectus. Norwest shall furnish to the Shareholders with
respect to the Shares registered on such Registration Statement copies of the
preliminary prospectuses and prospectuses as required by the Securities Act and
such other documents as the Shareholders may reasonably request, in order to
facilitate the public sale or other disposition of all or any of the Shares by
the Shareholders.
4
<PAGE>
(e) Blue Sky Filings. Norwest shall file documents required of Norwest
for routine blue sky clearance in the state in which each Shareholder is
domiciled, as disclosed on Schedule 1(a), except that Norwest shall not be
required to obtain blue sky clearance for the Shares in any state where Norwest
may be required to qualify to do business as a foreign corporation or as a
dealer in any state where it is not so qualified, to conform its capitalization
or the composition of its assets at the time to the securities or blue sky laws
of such state, to take any action which would subject it to service of process
in suits other than those arising out of the offer and sale of the Shares
covered by such Registration Statement, or to subject itself to taxation in any
state where it is not so subject at the time Norwest is asked to obtain blue sky
clearance.
(f) Expenses. Norwest agrees to bear all expenses in connection with the
registration of the Shares on such Registration Statement and the satisfaction
of the blue sky requirements set forth in this Investment Agreement, except
underwriting discounts and selling commissions, and fees and expenses, if any,
of counsel and other advisors to the Shareholders.
(g) Underwriters. Norwest understands that the Shareholders disclaim
being underwriters for purposes of the Securities Act, but if any of the
Shareholders are deemed to be underwriters that fact shall not relieve Norwest
or any of the Shareholders of any of their respective obligations under this
Investment Agreement.
(h) Stock Exchange Listing. Norwest shall file applications to list the
shares on the New York Stock Exchange and the Chicago Stock Exchange.
3. TRANSFERS OF SHARES AFTER REGISTRATION; AMENDED REGISTRATION STATEMENT.
(a) Transfers/Limitations of Number of Transfers. The Shareholders agree
that none of them will effect any disposition of any of the Shares, whether by
sale, assignment, pledge, or otherwise (a "Transfer") until after publication by
Norwest of financial results including at least 30 days of combined operations
of Company and Norwest and unless such Shareholder has complied with the
provisions of this paragraph 3. Each Shareholder agrees that no Transfer of the
Shares may be made during the Effective Period, unless such Shareholder has
first given Norwest five (5) business days (the "Notice Period") written notice
of the proposed Transfers prior to the date the proposed Transfers will occur,
which notice shall be in the form attached hereto as Exhibit A (the "Transfer
Notice"), and Norwest does not elect in writing as provided in paragraph 3(b)
below to defer such proposed Transfers. The Transfer Notice to Norwest shall be
deemed to have been given to Norwest, for purposes of computing the Notice
Period, on the date Norwest actually receives the Transfer Notice. The Transfer
Notice shall specify the number of Shares proposed to be transferred, and
identify the registered broker-dealer(s) (if applicable) who will effect the
Transfers. If any Transfer is to be made otherwise than pursuant to the
Registration Statement and the prospectus included therein, the Transfer Notice
shall also describe the manner in which such Transfer is to be made, and be
accompanied by an opinion of counsel experienced in securities law matters
reasonably satisfactory to Norwest, stating, in substance, that registration
under the Securities Act is not required with respect to the Transfer and that
the Transfer will not result, directly or indirectly, in a violation by Norwest
of any applicable federal and state securities laws. For purposes of this
Investment Agreement, a Transfer shall be deemed to have occurred on the date
(A) the order to sell any Shares is placed with a registered broker-dealer, or
(B) Shareholder enters into any agreement or undertaking (other than in the
circumstances described in clause (A) above) pursuant to which the Shareholder
becomes irrevocably and unconditionally committed to dispose of any Shares. A
pledge of any Shares to a third party for purposes of security (a "Pledge")
shall not be deemed a Transfer for purposes of this paragraph 3 if the
Shareholder making the Pledge has delivered to Norwest a
5
<PAGE>
notice in the form attached hereto as Exhibit C and the opinion of counsel
referred to above in this paragraph 3(a) prior to the Pledge.
(b) Notice of Deferral of Proposed Transfer. If Norwest elects to defer
the proposed Transfer as provided in paragraph 3 (c) or 3(d) below, then on or
before 5:00 p.m. (Minneapolis, Minnesota time) on the date the Notice Period
expires, Norwest shall notify the Shareholder from whom the Transfer Notice was
received (the "Transferring Shareholder") that the proposed Transfer must be
deferred either (A) because, in the opinion of Norwest's counsel, the
Registration Statement may be required to be amended or supplemented so that a
Transfer of the Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the Exchange Act, or (B) because Norwest
has given the Shareholders the certificate described in paragraph 3(d) below. If
Norwest does not elect to defer the proposed Transfer, then Norwest will so
advise the Transferring Shareholder in writing on or before the date and time
the Notice Period expires, and such Transfer must thereafter be completed as set
forth in the Transfer Notice on or before the earlier of (A) the fifth business
day following the expiration of the Notice Period, or (B) the date the
Transferring Shareholder receives a certificate described in paragraph 3(d)
below. A Transfer to the public in an ordinary trading transaction will be
deemed to be "completed" for purposes of this paragraph on the date the order to
sell (the trade) is executed by the broker-dealer.
(c) Right to Amend Registration Statement. If Norwest notifies the
Shareholders (whether or not Norwest has received a Transfer Notice) that the
Registration Statement may be required to be amended or supplemented so that a
Transfer of the Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the Exchange Act, then (i) Norwest shall,
within twenty (20) business days after the date of such notice, prepare and file
with the SEC such amendments and supplements to the Registration Statement as
may be necessary to permit the Shareholders to Transfer their Shares pursuant to
the Registration Statement in compliance with the Securities Act and the
Exchange Act, and (ii) until such amendment or supplement becomes effective
pursuant to the rules and regulations promulgated under the Securities Act, none
of the Shareholders shall effect any Transfer of the Shares pursuant to the
Registration Statement. Notwithstanding the foregoing, the obligation of Norwest
to file any amendment or supplement to the Registration Statement shall not
apply with respect to any amendment or supplement relating to information
supplied by any of the Shareholders or any other person selling shares pursuant
to the Registration Statement unless the Shareholders or such other person shall
have given prior written notice to Norwest that an amendment or supplement is
required, in which case (i) Norwest shall file such amendment or supplement
within twenty(20) business days following the date such notice is received by
Norwest, and (ii) until such amendment or supplement becomes effective pursuant
to the rules and regulations promulgated under the Securities Act, none of the
Shareholders shall effect any Transfer of the Shares pursuant to the
Registration Statement.
(d) Right to Defer Transfer. If Norwest shall furnish to the Transferring
Shareholder a certificate signed by the Chairman, the President, or any
Executive Vice President of Norwest stating that in the good faith judgment of
Norwest, it would be materially detrimental to Norwest and its stockholders for
the Shareholder to immediately proceed with the proposed Transfer, (i) Norwest
shall have the right to defer such Transfer for a reasonable period not to
exceed 30 days, and (ii) until the expiration of such 30-day period (or any
successive 30-day period to which Norwest shall become entitled through the
execution and delivery to the Transferring Shareholder of one or more additional
certificates prior to the expiration of such 30-day period), none of the
Shareholders shall effect any Transfer of the Shares.
6
<PAGE>
(e) Transfer Procedures. During the Effective Period, if a Transfer has
been made in compliance with this Investment Agreement the Shareholder shall
furnish to Norwest's Transfer Agent the certificates evidencing the Shares being
transferred, together with (i) a representation letter in the form of Exhibit B
hereto, addressed to the Transfer Agent and Norwest and signed by the
Shareholder making the Transfer, and (ii) any other opinions or certifications
required under the Investment Agreement and such other documents as Norwest's
Transfer Agent may reasonably require.
4. INFORMATION TO BE FURNISHED TO SHAREHOLDERS. So long as the
Registration Statement is effective, Norwest shall furnish to each of the
Shareholders as soon as practicable after available, one copy of (i) its annual
report to shareholders (which shall contain audited financial statements
prepared in accordance with generally accepted accounting principles), (ii) such
quarterly reports to shareholders which Norwest may prepare and distribute from
time to time, and (iii) a full copy of the Registration Statement covering the
Shares (excluding exhibits). In addition, upon the reasonable request of any of
the Shareholders, Norwest shall furnish to such Shareholder any other
information that is generally made available to the public by Norwest.
5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed by this Investment Agreement upon the transferability of the Shares
shall terminate as to any particular shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement, or at such time as an opinion of counsel satisfactory to
Norwest shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act.
6. INDEMNIFICATION.
(a) Definitions. As used in this paragraph 6, (i) the term "Registration
Statement" shall include any preliminary prospectus, final prospectus, exhibit,
amendment or supplement included in or relating to the registration statement
referred to in this Investment Agreement, and (ii) the term "untrue statement"
shall include any statement of a material fact in the Registration Statement
which is (or is alleged to be) untrue, and any omission (or alleged omission) to
state in the Registration Statement a material fact required to be stated
therein or necessary to make any statement therein, in the light of the
circumstances under which it was made, not misleading.
(b) Indemnification of the Shareholders. Norwest agrees to indemnify and
hold harmless each Shareholder (and, if any Shareholder is not a natural person,
each officer, director or partner of such Shareholder and each person who
controls such Shareholder within the meaning of Section 15 of the Securities
Act) from and against any claims, losses, damages or liabilities to which such
Shareholder (or any such officer, director, partner or controlling person) may
become subject (under the Securities Act or otherwise) insofar as such claims,
losses, damages or liabilities arise out of, or are based upon, any untrue
statement of a material fact contained in the Registration Statement, and
Norwest will indemnify such Shareholder for reasonable attorneys' fees and
expenses incurred in investigating, preparing to defend or defending against any
such claims, losses, damages or liabilities; provided, however, that Norwest
shall not be liable to indemnify any Shareholder to the extent that such claim,
loss, damage or liability arises out of or is based upon (i) an untrue statement
made in reliance upon and in conformity with information furnished to Norwest by
or on behalf of any Shareholder specifically for use in preparation of the
Registration Statement, or (ii) Transfers not in compliance with the terms of
this Investment Agreement.
7
<PAGE>
(c) Indemnification of Norwest. Each Shareholder agrees to indemnify and
hold harmless Norwest, each officer of Norwest who signs the Registration
Statement, each director of Norwest and each other person selling Shares
pursuant to the Registration Statement (and each person, if any, who controls
such other person within the meaning of Section 15 of the Securities Act and
each officer, director or partner of such person) from and against any claims,
losses, damages or liabilities to which Norwest (or any such officer, director
or other person) may become subject (under the Securities Act or otherwise),
insofar as such claims, losses, damages or liabilities arise out of, or are
based upon (A) any untrue statement made in reliance upon and in conformity with
information furnished by or on behalf of such Shareholder specifically for use
in preparation of the Registration Statement, or (B) any Transfer not in
compliance with applicable federal and state securities laws; and each
Shareholder will reimburse Norwest (and any such officer, director or other
person) for reasonable attorneys' fees and expenses incurred in investigating,
preparing to defend and defending against any such claims, losses, damages or
liabilities.
(d) Notice of Claim and Defense of Claim or Action. Promptly after
receipt of notice of any claim or commencement of any action for which
indemnification is sought under this paragraph 6, the person seeking
indemnification (the "Claimant") shall give the person from whom indemnification
is sought (the "Indemnifier") written notice of such claim or the commencement
of such action ("Notice"). If, within five (5) business days of receipt of such
Notice, Indemnifier notifies the Claimant that it has elected to assume the
defense of such claim or action, with counsel reasonably satisfactory to the
Claimant, then the Indemnifier shall not be liable to such Claimant for any
legal expenses subsequently incurred by the Claimant in such defense; provided,
however, that if, in the reasonable judgment of the Claimant, there is or would
be a conflict of interest that would make it inappropriate for the same counsel
to represent both the Claimant and the Indemnifier, then the Claimant shall be
entitled to retain its own counsel at the expense of the Indemnifier.
7. NOTICES. Except for a notice of deferral of a proposed Transfer by
Norwest under paragraph 3(b), 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 sent by telecopy to the address or telecopy number set
forth below and a copy of such notice shall be mailed by 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
Telecopy Number: (612) 667-4399
If to any one or all of the Shareholders:
To such address listed on Schedule 7 hereto
With a copy to:
Richard D. Greengard
Isaacson, Rosenbaum, Woods & Levy, P.C.
633 17th Street, Suite 2200
Denver, Colorado 80202
8
<PAGE>
or to such other address with respect to a party as such party shall notify the
other in writing as above provided.
8. SUCCESSORS AND ASSIGNS. This Investment Agreement shall be binding
upon the parties hereto and their respective successors and assigns, but the
rights granted hereunder shall not be assignable by any Shareholder by operation
of law or otherwise without the prior written consent of Norwest.
9. GOVERNING LAW. This Investment Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Minnesota.
10. COUNTERPARTS. This Investment 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.
11. CAPTIONS. The captions contained in this Investment Agreement are for
convenience of reference only and do not form a part of the Investment
Agreement.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Investment
Agreement as of the date first above written.
NORWEST CORPORATION SHAREHOLDERS
By: /s/ Kirk Simpson /s/ Patte J. Earley
------------------------ ----------------------------------
Its: Vice President Patte J. Earley
/s/ Dennis E. House
-------------------------=--------
Dennis E. House
/s/ Robert M. Inman
----------------------------------
Robert M. Inman
/s/ Donald R. Larrick
----------------------------------
Donald R. Larrick
Lincoln Trust Co.,
Custodian for Richard M.
Inman Unincorporated Profit
Sharing Plan
By:/s/ [Signature illegible]
----------------------------------
Its: Authorized Signer
/s/ Michael M. McClurg
----------------------------------
Michael R. McClurg
/s/ Eunice Pickett
----------------------------------
Eunice Pickett
/s/ Herschel R. Pickett
----------------------------------
Herschel R. Pickett
Robert M. Schwyhart and
Elizabeth M. Schwyhart Trust U/T/A dated
March 2, 1994
By: /s/ Robert M. Schwyhart
-------------------------------
Robert M. Schwyhart, Trustee
and
By: /s/ Elizabeth M. Schwyhart
-------------------------------
Elizabeth M. Schwyhart, Trustee
/s/ Stephen K. Small
-------------------------------
Stephen K. Small
10
<PAGE>
SCHEDULE 1 (a)
TO INVESTMENT AGREEMENT
<TABLE>
<CAPTION>
NUMBER OF COMPANY
-----------------
NAME OF SHAREHOLDER SHARES HELD LIENS* STATE OF DOMICILE
------------------- ----------- ------ -----------------
<S> <C> <C> <C> <C>
1. Patte J. Earley 1,000 None Colorado
2. Dennis E. House 1,500 None Virginia/Florida
3. Robert M. Inman 1,058 None Colorado
4. Donald R. Larrick 500 None Colorado
5. Lincoln Trust Company,
Custodian for Robert M.
Inman Unincorporated
Profit Sharing Plan 340 None Colorado
6. Michael R. McClurg 750 None Colorado
7. Eunice Pickett 666 None Colorado
8. Herschel R. Pickett 2,000 None Colorado
9. Robert M. and Elizabeth M.
Schwyhart Trust U/T/A
dated March 2, 1994
Robert M. Schwyhart and
Elizabeth M. Schwyhart,
Trustees 200 None Arizona
10. Stephen K. Small 1,167 None Colorado
- ----------------------------------------------------------------------------------
</TABLE>
*If none, so indicate. If the Company Shares are subject to one or more
liens, describe below.
<PAGE>
EXHIBIT A
TO INVESTMENT AGREEMENT
NOTICE OF PROPOSED TRANSFER (SALE)
___________, 199_
Norwest Corporation
Norwest Center
6th Street and Marquette Avenue
Minneapolis, MN 55479-1026
Attn: Secretary
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement Dated
___________, 1994 Relating to the Acquisition of Parker Bankshares,
Incorporated (the "Acquisition") by Norwest Corporation
Ladies and Gentlemen::
I am a party to the above-referenced Investment Agreement and a "Selling
Stockholder" named in the form of prospectus included in the Registration
Statement on Form S-3 (the "S-3 Registration Statement") covering shares of
the common stock ($1 2/3 par value) (the "Common Stock") of Norwest
Corporation ("Norwest") issued in connection with the above Acquisition. In
accordance with the provisions of Section 3 of the Investment Agreement, you
are hereby notified that I propose to sell shares (the "Shares") of
Norwest Common Stock issued to me in the Acquisition pursuant to the S-3
Registration Statement (the "Proposed Transfer"). In connection with the
Proposed Transfer, I intend to place an order to sell the Shares with the
registered broker-dealer identified below upon expiration of the Notice Period
described below.
Name of Selling Broker: ________________________________________
Address: _______________________________________________________
_______________________________________________________
Contact Person: ________________________________________________
Telephone and Fax Nos.: ________________________________________
I understand that (i) if, on or before 5:00 p.m. Minneapolis, Minnesota
time on the fifth business day from the date Norwest receives this Notice (the
"Notice Period"), Norwest notifies me by registered or certified first class
mail or by fax at the address and/or fax number listed below that the Proposed
Transfer must be deferred pursuant to the Investment Agreement (the "Deferral
Notice"), I WILL NOT PROCEED WITH THE PROPOSED TRANSFER AS DESCRIBED IN THIS
NOTICE; or (ii) if Norwest notifies me on or before the time and day referred
to in clause (i) above that it has not elected to defer the Proposed Transfer
may be effected as outlined in this Notice, I MUST PLACE THE ORDER TO SELL
(THE
<PAGE>
"TRADE") THE SHARES WITH THE BROKER-DEALER AND THE TRADE MUST BE EXECUTED
NOT LATER THAN 5 BUSINESS DAYS AFTER THE DATE THE NOTICE PERIOD EXPIRES, AND
BEFORE I RECEIVE A DEFERRAL NOTICE, IF ANY, FROM NORWEST.
Norwest should send all notices contemplated by the Investment Agreement
and relating to Proposed Transfer to me at the address shown below:
---------------------------------------------------
Street
---------------------------------------------------
City State Zip Code
---------------------------------------------------
Fax No.
If no address is provided, I understand Norwest will send the notice to
the address and/or fax number for notices to Shareholders shown in the
Investment Agreement.
I have reviewed the form of the Prospectus dated __________, 199_, and
hereby represent to Norwest that the information contained therein with
respect to me as a Selling Stockholder is true and correct as of the date
hereof and will be true and correct as of the date of the delivery of the
Prospectus to the purchaser of the Shares. In anticipation that Norwest will
not require that the Proposed Transfer be deferred, I will deliver a copy of
the Prospectus to the broker-dealer named above, with instructions that such
Prospectus accompany or precede the sale of the Shares to the purchaser
thereof in accordance with Section 5(b) of the Securities Act of 1933.
I further certify that the Proposed Transfer of the Shares is being made
to the public in an "ordinary trading transaction" (as that item is defined in
Section 1(e) in the Investment Agreement) in the State of ____________ in
accordance with an exemption from registration pursuant to the blue sky laws
of such state, and without using any special selling efforts or methods.
Very truly yours,
- ---------------------------------------
Name of Selling Stockholder
2
<PAGE>
EXHIBIT B
TO INVESTMENT AGREEMENT
REPRESENTATION LETTER
______________________________,199_
Norwest Bank Minnesota, N.A.
Stock Transfer
161 North Concord Exchange
P.O. Box 738
South St. Paul, MN 55075-0738
Attn.: Ms. Nancy Rosengren
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement dated
______________, 1994 relating to the Acquisition of Parker Bankshares,
Incorporated (the "Acquisition") by Norwest Corporation
Ladies and Gentlemen:
I am a party to the above-referenced Investment Agreement and a "Selling
Stockholder" named in the form of prospectus included in that certain
Registration Statement on Form S-3 (the "S-3 Registration Statement"). In
accordance with the provisions of Section 3(e) of the Investment Agreement,
you are hereby notified that I have sold _______ shares (the "Shares") (the
"Transfer") of the common stock ($1 2/3 par value) (the "Common Stock") of
Norwest Corporation ("Norwest") pursuant to the S-3 Registration Statement.
In connection with this transfer, and as a requirement to the transfer of
the Shares sold to the purchaser by me, I hereby represent and warrant to you
and to Norwest as follows:
a. The Transfer was made to the public in an "ordinary trading
transaction" (as that term is defined in Section 1(e) of the Investment
Agreement) by the broker-dealer identified in the Notice of Transfer sent to
Norwest, without the use of special selling efforts or methods.
b. I have delivered, or caused the broker handling the sale to
deliver, prior to the sale of the Shares to the purchaser thereof, a copy
of the Prospectus included in the S-3 Registration Statement and have
otherwise have complied with all prospectus delivery requirements under the
Securities Act of 1933 (the "Securities Act"). The Transfer of the Shares
is not subject to the provisions of Rule 10b-6 promulgated under the
Securities Act of 1934 (the "Exchange Act"), or if the Transfer is subject
to Rule 10b-6, the Transfer has been made in accordance with the
requirements of such rule. I have further complied with all other
requirements of the Securities Act and the Exchange Act and the regulations
thereunder applicable to the Transfer.
c. The number of Shares being transferred, when added to any
shares previously transferred pursuant to the S-3 Registration Statement or
the Investment Agreement, do not exceed the number of shares set forth
opposite my name in the "Selling Stockholder" table in the Prospectus, and
<PAGE>
will not cause a breach of any representation or warranty made by me in the
Investment Agreement; and
d. Norwest was given notice of the proposed Sale as required
under the Investment Agreement and did not object to the Transfer, and the
Transfer has been made in compliance with all the terms and provisions of the
Investment Agreement.
I hereby undertake to provide you with such other documentation as you
may require as Transfer Agent or as may be required under the Investment
Agreement in order to complete the transfer of the Shares.
Very truly yours,
_____________________________
Name of Stockholder
2
<PAGE>
EXHIBIT C
TO INVESTMENT AGREEMENT
NOTICE OF PROPOSED TRANSFER (PLEDGE)
__________________________, 199_
Norwest Corporation
6th Street and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Secretary
RE: Pledge and Consent Pursuant to an Investment Agreement dated _______, 1994
Relating to the Acquisition of Parker Bankshares, Incorporated by Norwest
Corporation
Ladies and Gentlemen:
I am entering into a loan transaction (the "Loan") with the financial
institution identified below (the "Bank") which Loan is to be secured by,
among other collateral, a pledge of ________ shares of the Common Stock of
Norwest Corporation (the "Shares") held by me to the Bank (the "Pledge"). The
Shares were issued to me without registration under federal and state
securities laws pursuant to that certain Investment Agreement dated
__________, 1994. The certificates evidencing the Shares bear a restrictive
legend to the effect that any transfer of such Shares is restricted by, among
other things, the provisions of the Investment Agreement. Section 1(b)(i) of
the Investment Agreement provides that I ". . .will not, directly or
indirectly,. . . pledge . . .any of the Shares. . . " except in compliance
with the Investment Agreement, among other agreements. Section 3(a) of the
Investment Agreement requires me to deliver notice to Norwest of any proposed
Pledge describing the proposed Pledge, together with an opinion of counsel
that such pledge does not require registration under the Securities Act of
1933 (the "Securities Act"), and that Norwest consent to such pledge.
I hereby enclose the opinion of counsel required by the Investment Agreement
in connection with the proposed Pledge, and request that Norwest consent to
the proposed Pledge of the Shares to the Bank.
<PAGE>
Name and Address of Bank:
____________________________________________
____________________________________________
Name of Contact Person: ____________________
Tel.: _______________; Fax.: __________________
Very truly yours,
______________________________________
Name of Stockholder
ACKNOWLEDGMENT BY BANK
The Bank understands and agrees that the Shares are subject to the
restrictions on transfer described in the Investment Agreement, a copy of
which has been furnished to the Bank, and that any disposition of the Shares
by the Bank following foreclosure of the Pledge will be subject to the
provisions of federal and state securities laws and the Investment Agreement.
_____________________________
Name of Bank
By __________________________
Its _________________________
Consent is hereby given for the pledge by the Borrower named above to the
above Bank of shares of Norwest Corporation common stock received pursuant to
that certain Investment Agreement dated _____________, 1994.
NORWEST CORPORATION
By __________________________
Its _________________________
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 17, 1996 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in
the prospectus. Our report refers to Norwest Corporation's adoption in 1995
of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights, an
amendment of FASB Statement No. 65."
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 4, 1996
<PAGE>
EXHIBIT 24
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ N. Berne Hart
-----------------
<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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ John E. Pearson
-------------------
<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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ 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-3 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 395,000 shares of Common Stock of the Corporation which may
be issued in connection with the acquisition by the Corporation of Parker
Bankshares, Incorporated and its subsidiaries, 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 September, 1994.
/s/ Michael W. Wright
---------------------
