<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities Amount Proposed Proposed Maximum Amount of
to be to be Maximum Aggregate Registration
Registered Registered Offering Price Offering Price Fee
Per Share
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<S> <C> <C> <C> <C>
Common Stock (par value $1-2/3(1) 271,000 Shares $39.625 $10,738,375(2) $3,702.88
===================================================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
-----------------------------------------------------------------
<PAGE>
Subject to Completion
September 25, 1996
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with +
+ the Securities and Exchange Commission. These securities may not be sold +
+ nor may offers to buy be accepted prior to the registration statement +
+ becomes effective. This prospectus shall not constitute an offer to sell or +
+ the solicitation of an offer to buy nor shall there be any sale of these +
+ securities in any State in which such offer, solicitation or sale would +
+ be unlawful prior to registration or qualification under the securities +
+ laws of any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
NORWEST CORPORATION
271,000 SHARES OF
COMMON STOCK
(PAR VALUE $1-2/3)
This Prospectus pertains to an offering from time to time of up to 271,000
shares of common stock (par value $1-2/3) ("Common Stock") of Norwest
Corporation ("Norwest") held by stockholders (the "Selling Stockholders") who
received the shares in exchange for shares of B & G Investment Company, a
corporation formed under the laws of the state of Texas ("B & G"), in connection
with Norwest's acquisition of B & G on July 3, 1996. 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 $27,000.
The distribution and sale of the shares offered hereby are subject to the
provisions of an investment agreement dated as of July 3, 1996 among Norwest and
the Selling Stockholders (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). Selling Stockholders may sell shares covered by this Prospectus in
one or more transactions under Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"). 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 ____________, 1996, the closing
price for the Common Stock on the New York Stock Exchange was $__.___.
As a bank holding company, Norwest is subject to regulation under various
federal banking laws. See "CERTAIN REGULATORY MATTERS."
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
REPRESENTATION 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
JURISDICTION 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
DISTRIBUTION 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.
-------------------------
Prospectus dated September __, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Available Information............... 2 Selling Stockholders......... 10
Incorporation of Certain Documents.. Plan of Distribution......... 14
by Reference.................... 2 Legal Opinion................ 14
Norwest Corporation................. 3 Experts...................... 14
Certain Regulatory Matters.......... 3
</TABLE>
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 7 World Trade Center, Suite 1300, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Such materials also can be accessed through the Commission's Internet Web
Site at http://www.sec.gov. 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)
Norwest's annual report on Form 10-K for the year ended December 31, 1995; (ii)
Norwest's quarterly reports on Form 10-Q for the quarters ended March 31, 1996
and
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<PAGE>
June 30, 1996; (iii) Norwest's current reports on Form 8-K dated January 17,
1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26, 1996,
April 17, 1996, July 2, 1996 and July 15, 1996; (iv) Norwest's current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock; and
(v) Norwest's registration statement on Form 8-A dated December 6, 1988, as
amended pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock
purchase rights attached to shares of Common Stock.
All documents filed by Norwest 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 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 Corporation ("Norwest") is a diversified financial services company
organized under the laws of Delaware in 1929 and registered under the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company Act").
Through its subsidiaries and affiliates, Norwest provides retail, commercial and
corporate banking services, as well as a variety of other financial services,
including mortgage banking, consumer finance, equipment leasing, agricultural
finance, commercial finance, securities brokerage and investment banking,
insurance agency services, computer and data processing services, trust
services, mortgage-backed securities servicing, and venture capital investment.
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479, and its telephone number is (612)
667-1234. As used in this Prospectus, the term "Norwest" means Norwest and its
consolidated subsidiaries.
Additional information concerning Norwest is included in Norwest's
documents incorporated herein by reference. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, Norwest is subject to supervision and
examination by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"). Under the Bank Holding Company Act, a bank holding
company generally
3
<PAGE>
may not directly or indirectly acquire the ownership or control of more than 5%
of the voting securities or all or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve
Board. In addition, a bank holding company is generally prohibited under the
Bank Holding Company Act from engaging in nonbanking activities, subject to
certain exceptions. Various proposals are pending before Congress that would
allow affiliations between a bank holding company and nonbank entities that are
prohibited or restricted under current law. Whether Congress will adopt any of
these proposals, and if so in what form, is not known at this time.
Norwest's banking and savings association subsidiaries are subject to
supervision and examination by applicable federal and state banking agencies.
The deposits of Norwest's banking subsidiaries are primarily insured by the Bank
Insurance Fund ("BIF"); deposits attributable to certain of Norwest's savings
associations are insured by the Savings Association Insurance Fund ("SAIF"). For
that reason, such banking and savings association subsidiaries are subject to
regulation by the Federal Deposit Insurance Corporation (the "FDIC"). In
addition to the impact of regulation, commercial banks are affected
significantly by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to influence the
economy.
DIVIDEND RESTRICTIONS
Various federal and state statutes and regulations limit the amount of
dividends the subsidiary banks can pay to Norwest without regulatory approval.
The approval of the Office of the Comptroller of the Currency (the "OCC") is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulation, for that year combined with its retained net
profits for the preceding two years less any required transfers to surplus or a
fund for the retirement of any preferred stock. In addition, a national bank may
not pay a dividend in an amount greater than its net profits then on hand after
deducting its losses and bad debts. For this purpose, bad debts are defined to
include, generally, loans which have matured and are in arrears with respect to
interest by six months or more, other than such loans that are well secured and
in the process of collection. Under these provisions Norwest's national bank
subsidiaries could have declared, as of June 30, 1996, aggregate dividends of at
least $219.6 million without obtaining prior regulatory approval and without
reducing the capital of the banks below minimum regulatory levels. Norwest also
has several state bank subsidiaries that are subject to state regulations
limiting dividends; however, the amount of dividends payable by Norwest's state
bank subsidiaries, with or without state regulatory approval, would represent an
immaterial contribution to Norwest's revenues.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the OCC, and the FDIC have issued policy statements which provide that FDIC-
insured banks and bank holding companies should generally pay dividends only out
of current operating earnings.
4
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HOLDING COMPANY STRUCTURE
Norwest is a legal entity separate and distinct from its banking and
nonbanking subsidiaries. For that reason, the right of Norwest, and thus the
rights of Norwest's creditors, to participate in any distribution of the assets
or earnings of any subsidiary is necessarily subject to the prior claims of
creditors of such subsidiary, except to the extent that claims of Norwest in its
capacity as a creditor may be recognized. The principal sources of Norwest's
revenues are dividends and fees from its subsidiaries.
Norwest's banking subsidiaries are subject to restrictions under federal
law which limit the transfer of funds by the subsidiary banks to Norwest and its
nonbank subsidiaries, whether in the form of loans, extensions of credit,
investments or asset purchases. Such transfers by any subsidiary bank to Norwest
or any nonbank subsidiary are limited in amount to 10% of the bank's capital and
surplus and, with respect to Norwest and all such nonbank subsidiaries, to an
aggregate of 20% of such bank's capital and surplus. Furthermore, such loans and
extensions of credit are required to be secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. This support may be required at times when Norwest may not have
the resources to provide it. Any capital loans by Norwest to any of the
subsidiary banks are subordinate in right of payment to deposits and to certain
other indebtedness of such subsidiary bank. In addition, the Crime Control Act
of 1990 provides that in the event of a bank holding company's bankruptcy, any
commitment by the bank holding 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.
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ACQUISITIONS
Effective September 29, 1995, under the provisions of the Reigle-Neal
Interstate Banking and Branching Act of 1994 (the "Reigle-Neal Act"), Norwest's
banking subsidiaries are permitted to acquire banks located in any state in
which the acquiring subsidiary bank is located (an intrastate merger). Effective
June 1, 1997, Norwest's banking subsidiaries will be permitted to acquire a bank
located in a state other than the state in which the acquiring subsidiary bank
is located (an interstate merger) through merger, consolidation or purchase of
assets and assumption of liabilities, unless the state in which either of the
banks is located has opted out of the interstate banking provisions of the
Reigle-Neal Act. An interstate merger may occur before June 1, 1997 if the
states in which the merging banks are located have enacted a law authorizing
interstate bank mergers.
All of Norwest's acquisitions of banking institutions and other companies
are subject to the prior approval of the Federal Reserve Board and any
applicable federal or state regulatory authorities. In addition, under the
provisions of the Reigle-Neal Act, bank mergers are subject to deposit
concentration limits of 10% nationwide and 30% in any one state, unless it is
Norwest's initial entry into the state.
CAPITAL REQUIREMENTS
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital to risk-adjusted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
is 8%. At least half of the total capital is to be comprised of common
stockholders' equity, minority interests and noncumulative perpetual preferred
stock ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of hybrid
capital instruments, perpetual debt, mandatory convertible debt securities, a
limited amount of subordinated debt, other preferred stock, and a limited amount
of the allowance for credit losses. The risk-based guidelines also specify that
all intangibles, including core deposit intangibles, as well as mortgage
servicing rights ("MSRs") and purchased credit card relationships ("PCCRs"), be
deducted from Tier 1 capital. The guidelines, however, grandfather identifiable
assets (other than MSRs and PCCRs) acquired on or before February 19, 1992 and
permit the inclusion of readily marketable MSRs and PCCRs in Tier 1 capital to
the extent that (i) MSRs and PCCRs do not collectively exceed 50% of Tier 1
capital and (ii) PCCRs do not exceed 25% of Tier 1 capital. For such 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
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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 June 30, 1996, Norwest's Tier 1 and total capital (the sum of Tier 1 and Tier
2 capital) to risk-adjusted assets ratios were 8.53% and 10.49%, respectively,
and Norwest's leverage ratio was 6.09%. 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 adopted a rule
that amended, effective September 1, 1995, the capital standards to include
explicitly a bank's exposure to declines in the economic value of its capital
due to changes in interest rates as a factor to be considered in evaluating a
bank's interest rate exposure. Such agencies issued for comment a joint policy
statement that described the process to be used to measure and assess the
exposure of a bank's net economic value to changes in interest rates. In June
1996, these agencies elected not to pursue a standardized supervisory measure
and explicit capital charge for interest rate risk. In supervising interest
rate risk, the agencies intend to emphasize reliance on internal measures of
risk, promotion of sound risk management practices, and other means to identify
those institutions that appear to be taking excessive risk. Norwest does not
believe these revisions to the capital guidelines will materially impact its
operations.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the
bank regulatory and funding provisions of the Federal Deposit Insurance Act 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 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 it meets all of its minimum capital
requirements as described above. An insured depository institution will be
considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a risk-
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adjusted total capital ratio of less than 6%, risk-adjusted Tier 1 capital ratio
of less than 3% or a leverage ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity equal to at
least 2% of total assets. An insured depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to a wide
range of limitations on operations and activities, including growth limitations,
and are required to submit a capital restoration plan. The federal banking
agencies may not accept a capital plan without determining, among other things,
that the plan is based on realistic assumptions and is likely to succeed in
restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent holding company is
limited to the lesser of (i) an amount equal to 5% of the depository
institution's total assets at the time it became undercapitalized and (ii) the
amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to such institution as of the time it fails to comply with the plan. If a
depository institution fails to submit an acceptable plan, it is treated as if
it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA, as amended by the Reigle Community Development and Regulatory
Improvement Act of 1994 enacted on August 22, 1994, directs that, in order to
facilitate the early identification of problems in financial management of
depository institutions, the OCC, the Federal Reserve Board, the FDIC and the
Office of Thrift Supervision (collectively, the "agencies") each establish
certain standards, by regulation or guideline, for the insured depository
institutions and depository institution holding companies for which it is the
primary federal regulator. Under FDICIA, as amended, the agencies must
establish three types of standards: (1) operational and managerial standards,
(2) compensation standards, and (3) such standards relating to asset quality,
earnings, and stock valuation as they determine to be appropriate. On July 10,
1995, the agencies adopted a final rule establishing deadlines for submission
and review of safety and soundness compliance plans. In conjunction with this
final rule, the agencies adopted interagency guidelines establishing safety and
soundness standards for internal controls and information systems, internal
audit systems, loan documentation, credit underwriting, interest rate exposure,
asset growth, asset quality, earnings, and compensation, fees and benefits.
Although management has not yet fully assessed the impact of these guidelines
on Norwest, it does not believe the impact will be material.
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<PAGE>
FDICIA also contains a variety of other provisions that may affect the
operations of Norwest, including new reporting requirements, revised regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' notice to customers and
regulatory authorities before closing any branch.
Under other regulations promulgated under FDICIA a bank cannot accept
brokered deposits (that is, deposits obtained through a person engaged in the
business of placing deposits with insured depository institutions or with
interest rates significantly higher than prevailing market rates) unless (i) it
is well capitalized or (ii) it is adequately capitalized and receives a waiver
from the FDIC. A bank that cannot receive brokered deposits also cannot offer
"pass-through" insurance on certain employee benefit accounts, unless it
provides certain notices to affected depositors. In addition, a bank that is
adequately capitalized and that has not received a waiver from the FDIC may not
pay an interest rate on any deposits in excess of 75 basis points over certain
prevailing market rates. There are no such restrictions on a bank that is well
capitalized.
FDIC INSURANCE
Each BIF member institution pays FDIC insurance premiums based on the
institution's annual assessment rate assigned to it by the FDIC. The assessment
rate is based on the institution's capitalization risk category and "supervisory
subgroup." An institution's capitalization risk category is based on the FDIC's
determination of whether the institution is well capitalized, adequately
capitalized or less than adequately capitalized. An institution's supervisory
subgroup is based on the FDIC's assessment of the financial condition of the
institution and the probability that FDIC intervention or other corrective
action will be required. Subgroup A institutions are financially sound
institutions with few minor weaknesses; Subgroup B institutions are institutions
that demonstrate weaknesses which, if not corrected, could result in significant
deterioration; and Subgroup C institutions are institutions for which there is a
substantial probability that the FDIC will suffer a loss in connection with the
institution unless effective action is taken to correct the areas of weakness.
The FDIC assessment rate ranges from zero to 27 cents per $100 of domestic
deposits, with Subgroup A institutions assessed at a rate of zero and Subgroup C
institutions assessed at a rate of 27 cents. The FDIC may increase or decrease
the assessment rate schedule on a semiannual basis. An increase in the rate
assessed one or more of Norwest's banking subsidiaries could have a material
adverse effect on Norwest's earnings, depending on the amount of the increase.
The FDIC is authorized to terminate a depository institution's deposit insurance
upon a finding by the FDIC that the institution's financial condition is unsafe
or unsound or that the institution has engaged in unsafe or unsound practices or
has violated any applicable rule, regulation, order or condition enacted or
imposed by the institution's regulatory agency. The termination of deposit
insurance with respect to one or more of Norwest's subsidiary depository
institutions could have a material adverse effect on Norwest's earnings,
depending on the collective size of the particular institutions involved.
Deposits insured by the SAIF held by Norwest's bank subsidiaries as a
result of savings association acquisitions by Norwest continue to be assessed at
the applicable SAIF insurance premium rate. Current federal law provides that
the SAIF assessment
9
<PAGE>
rate may not be less than 0.18% from January 1, 1994 through December 31,
1997. After December 31, 1997, the SAIF assessment rate must be a rate
determined by the FDIC to be appropriate to increase the SAIF's reserve
ratio to 1.25% of insured deposits or such higher percentage as the FDIC
determines to be appropriate, but the assessment rate may not be less than
0.15%. In order to mitigate the potential effects of a BIF/SAIF premium
disparity, Congress recently proposed legislation that would, among other
things, recapitalize the SAIF by imposing a special one-time assessment on
SAIF deposits. The proposed legislation also contemplates the consolidation
or merger of the BIF and the SAIF into one insurance fund after the SAIF is
recapitalized. Management of Norwest does not anticipate that the impact of
the proposed legislation will be material to Norwest; however, to provide
for such a special assessment when and if imposed, Norwest has established a
reserve of $23.5 million based on an estimated insurance premium rate of 66
cents per $100 of insured deposits, which reserve has been funded primarily
by the refund of BIF insurance premiums.
DEPOSITOR PREFERENCE
Under the Federal Deposit Insurance Act, claims of holders of domestic
deposits and certain claims of administrative expenses and employee
compensation against an FDIC-insured depository institution have priority
over other general unsecured claims against the institution in the
"liquidation or other resolution" of the institution by a receiver.
SELLING STOCKHOLDERS
GENERAL
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock offered hereby. The
information is as of July 3, 1996.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND
NAME(1) TO BE OFFERED HEREBY (2)
------- ---------------------------
<S> <C>
Ray Ellison Grandchildren Trust 223,229(3)
John H. (Jack) Willome 20,537
Jack E. Biegler 13,617
Jack Robinson 13,617
-------
All Selling Stockholders as a group (4 persons) 271,000
=======
- -------------------
</TABLE>
(1) The trust and persons named as Selling Stockholders in the above table
held all of the outstanding capital stock of B & G prior to the
Acquisition. Except as may be otherwise indicated in the footnotes to
the above table, Norwest believes the Selling Stockholders have sole
voting and investment power with respect to the shares of Common Stock
shown above opposite their respective names.
10
<PAGE>
(2) The shares of Common Stock owned by the Selling Stockholders named
above include 16,220 shares (the "Escrowed Shares") deposited in escrow
pursuant to an escrow agreement dated as of July 3, 1996 (the "Escrow
Agreement") to provide for the indemnification of Norwest and its
affiliates, including B & G, against certain potential federal tax
liabilities that may arise subsequent to Norwest's acquisition of B & G
pursuant to a related tax indemnification agreement also dated July 3,
1996 to which the Selling Stockholders are also parties. See "Certain
Relationships and Transactions--Tax Indemnification Agreement" below.
The number of shares of Common Stock owned by each of the Selling
Stockholders held in escrow pursuant to the Escrow Agreement are as
follows: Ray Ellison Grandchildren Trust (the "Trust") -- 13,362
shares; John H. (Jack) Willome -- 1,230 shares; Jack E. Biegler -- 814
shares; and Jack Robinson -- 814 shares. The Selling Stockholders hold
sole voting power and have the right to receive all cash dividends with
respect to the Escrowed Shares registered in their respective names.
Until distribution of the Escrowed Shares occurs pursuant to the Escrow
Agreement, the Selling Stockholders cannot dispose of the Escrowed
Shares.
(3) Voting power and investment power with respect to the shares of Common
Stock held in the Trust are exercised by the trustees of the Trust,
Ronald Calgaard, Baker Duncan and Bonnie Ellison.
INVESTMENT AGREEMENT
In connection with the acquisition of B & G by Norwest, the Selling
Stockholders entered into an investment agreement dated as of July 3, 1996
(the "Investment Agreement") with Norwest pursuant to which 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 and the Securities Act of 1933 and rules and regulations
promulgated thereunder.
Distribution and Transfer Requirements. The Investment Agreement
provides 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. Norwest has the right to refuse to
transfer any shares sold by a Selling Stockholder pursuant to the Investment
Agreement and this Prospectus if such Selling Stockholder does not comply
with the transfer procedures set forth in the Investment Agreement. Under
these requirements, each Selling Stockholder must provide five business days
written notice (referred to in the Investment Agreement as the "Notice
Period") 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 by 5:00 p.m., Minneapolis,
Minnesota time on the last day of the Notice Period, either that the
transfer may occur or that it must be deferred. Any such transfer will be
11
<PAGE>
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 Norwest does not defer the proposed
sale or other transfer, then the Selling Stockholder must complete the
proposed sale or transfer by the fifth business day after the end of the
Notice Period.
In addition, the Investment Agreement specifies certain minimums for
the Selling Stockholders as to the frequency of Transfers and the number of
shares that may be included in any single transfer. Generally, each Selling
Stockholder (other than the Trust, any successor trusts, certain assignees
and/or beneficiaries of such trusts, as described in footnote (3) to the
Selling Stockholders' table), may sell or otherwise transfer not less than
2,000 of the shares of Common Stock held by him per Transfer, with not more
than one Transfer to occur every three months in any twelve-month period,
beginning on____________, 1996, (the date the registration statement
registering the shares offered hereby became effective) and ending on the
earlier of either the date all such shares are sold pursuant to this
Prospectus or the date such shares may be sold in a public distribution
pursuant to Rule 144 of the Securities Act. This period during which
Transfers must comply with the terms of the Investment Agreement is referred
to as the "Effective Period." During the Effective Period, the Trust and any
permitted assignee of the Trust, as a group, may sell or otherwise transfer
shares held by them in an amount per Transfer not less than 10,000 shares,
with not more than one such Transfer to occur every 45 days. See footnote
(3) to the Selling Stockholder table for information about the Trust.
Notwithstanding the limitations on Transfers described in this
Prospectus, a Selling Stockholder has the right to transfer his shares
during a period commencing on the fifth business day after each date on
which Norwest files its annual report on Form 10-K, its quarterly reports on
Form 10-Q, or at Norwest's option, current reports on Form 8-K containing
certain financial information and ending on the tenth business day following
such date, provided that the Selling Stockholder has first given Norwest the
written notice described above and Norwest has not exercised its right to
defer such transfer by delivering the officer's certificate described above.
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 for the Common Stock as a condition to completing the
transfer.
Assignment. The right of the Selling Stockholders named in this
Prospectus to transfer their shares pursuant to the Investment Agreement is
generally not assignable by operation of law or otherwise, without Norwest's
consent. Such consent is not required, however, in the case of a transfer by
bequest, devise, inheritancy, laws of intestacy, or gift, or in the event of
a transfer from the Trust to any of its beneficiaries.
12
<PAGE>
In the event of a transfer from the Trust to its beneficiaries, the right to
make the number of transfers permitted under the Investment Agreement will
be allocated equally among beneficiaries or in such other manner as the
trustees of the Trust designate in writing.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Indemnification Agreement. As a condition to Norwest's consummation of
the B & G acquisition, Norwest required the Selling Stockholders to enter
into an indemnification agreement with Norwest dated as of July 3, 1996 (the
"Indemnification Agreement") with respect to certain additional taxes,
including interest, penalties and expenses (referred to as a "Tax Loss")
that may be owed in the future. Under the terms of the Indemnification
Agreement, the Selling Stockholders agreed to indemnify and hold harmless
Norwest, its subsidiaries (including B & G and its affiliates), and their
respective successors, directors, officers, employees, and agents from, and
to assume liability for any such "Tax Loss" incurred by Norwest and/or B & G
for the tax year in which the Acquisition occurred, up to the maximum value
of certain "Escrowed Shares" described below. Norwest has agreed to provide
the Selling Stockholders with notice of any tax claim by the Internal
Revenue Service which could result in a Tax Loss in a timely manner to allow
the Selling Stockholders, with certain limitations, to contest such a claim
at their expense (subject to Norwest's right to participate in such a
contest).
In order to provide for a mechanism by which the Selling Stockholders
could satisfy any such indemnification obligation, and also as a condition
to the consummation of Norwest's acquisition of B & G, the Selling
Stockholders executed an escrow agreement, also dated as of July 3, 1996
(the "Escrow Agreement"). The Escrow Agreement provides for the escrow with
Norwest Bank Minnesota, N.A., as Escrow Agent, of the 16,220 Escrowed Shares
of Common Stock received by the Selling Stockholders in the Acquisition
until March 15, 1999, unless the Escrowed Shares are earlier distributed
upon notice to the Escrow Agent that a Tax Loss or the certain other events
specified in the Escrow Agreement have occurred. Under the terms of the
Escrow Agreement, the Escrow Agent is instructed, upon its receipt of a
notice of a Tax Loss, to distribute to Norwest that number of Escrowed
Shares computed by dividing the amount of the Tax Loss by $33.75, and then
rounding that number to the nearest whole share. In the event of a partial
distribution of the Escrowed Shares to Norwest, each Selling Stockholder
will contribute to such distribution that number of Escrowed Shares computed
based on its or his proportionate interest in the Escrowed Shares. The
Selling Stockholders retain the sole right to vote and receive cash
dividends on the Escrowed Shares, but have no power to dispose of all or any
part of the Escrowed Shares, until termination of the escrow and
distribution to Norwest and the Selling Stockholders of the Escrowed Shares
pursuant to the Escrow Agreement. See footnote (2) to the Selling
Stockholders' table above for additional information regarding the Escrowed
Shares.
Former Directors and Executive Officers. At the time of Norwest's
acquisition of B & G in July 1996, Jack Biegler was a director and the
president and treasurer of B & G and a director of B & G's bank subsidiary,
The First State Bank (the "Bank"). As of the date of this Prospectus, Mr.
Biegler is a director of the Bank. Mr. Biegler was also the sole director
and the president of Valley-Hi Investment Co. at the time of its
13
<PAGE>
acquisition by Norwest in August 1995. Bonnie Ellison, a trustee of the
Trust, was a director of B & G and the Bank at the time of the acquisition
of B & G by Norwest. See footnote (3) to the Selling Stockholders table for
information regarding the Trust.
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. The Selling Stockholders may sell shares covered by this
Prospectus in one or more transactions under Rule 144 under the Securities
Act. See "SELLING STOCKHOLDERS--Investment Agreement."
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 June 30, 1996, Mr. Stroup was the beneficial owner of
approximately 109,313 shares of Common Stock and held options, exercisable
within 60 days from June 30, 1996, to acquire 264,082 additional shares of
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.
14
<PAGE>
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 $ 3,761.29
Legal Fees and Expenses 6,000.00
Accounting Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 6,000.00
Listing Fees 7,500.00
Miscellaneous 1,200.00
----------
Total $26,961.29
</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 provides for broad indemnification of directors and
officers of Norwest.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
<C> <S>
3.1 -- Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(b) to Norwest's Current Report on Form 8-K
dated June 28, 1993 and Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995).
3.1.1 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
3.1.2 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K
dated January 9, 1995).
3.1.3 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
3.1.4 -- Certificate of Amendment to Certificate of Incorporation
(incorporated herein by reference to Exhibit 3 to Norwest's
Current Report on Form 8-K dated July 3, 1995).
3.1.5 -- Certificate of Designations with respect to the 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated
February 26, 1996).
3.2 -- 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 -- 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).
4.1 -- 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).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A
dated June 29, 1993).
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest.
10.1 -- Investment Agreement dated as of July 3, 1996 among Norwest, Ray
Ellison Grandchildren Trust, John H. (Jack) Willome, Jack E.
Biegler, and Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July 3, 1996 among
Norwest, Ray Ellison Grandchildren Trust, John H. (Jack) Willome,
Jack E. Biegler, and Jack Robinson.
10.3 -- Escrow Agreement dated dated as of July 3, 1996 among Norwest, Ray
Ellison Grandchildren Trust, John H. (Jack) Willome, Jack E.
Biegler, and Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit
5 filed herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
((S)230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a posteffective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, on the 25th day of September, 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 25th day ofSeptember, 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 )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
--------------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-5
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT FORM OF
NUMBER DESCRIPTION FILING
------ ----------- ---------
<S> <C> <C>
3.1 -- Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(b) to Norwest's Current Report on Form 8-K
dated June 28, 1993 and Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995).
3.1.1 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1994).
3.1.2 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K dated
January 9, 1995).
3.1.3 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
3.1.4 -- Certificate of Amendment to Certificate of Incorporation
(incorporated herein by reference to Exhibit 3 to Norwest's Current
Report on Form 8-K dated July 3, 1995).
3.1.5 -- Certificate of Designations with respect to the 1996 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 3
to Norwest's Current Report on Form 8-K dated February 26,
1996).
3.2 -- 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
- ------ ----------- ------
<S> <C> <C>
4 -- 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).
4.1 -- 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).
4.2 -- Certificate of Adjustment dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated
June 29, 1993).
Electronic
5 -- Opinion of Stanley S. Stroup, General Counsel to Norwest. Transmission
10.1 -- Investment Agreement dated as of July 3, 1996 among Electronic
Norwest, Ray Ellison Grandchildren Trust, John H. Transmission
(Jack) Willome, Jack E. Biegler, and Jack Robinson.
10.2 -- Tax Indemnification Agreement dated as of July 3, 1996 among Norwest, Electronic
Ray Ellison Grandchildren Trust, John H. (Jack) Willome, Jack E. Transmission
Biegler, and Jack Robinson.
10.3 -- Escrow Agreement dated dated as of July 3, 1996 among Norwest, Ray Electronic
Ellison Grandchildren Trust, John H. (Jack) Willome, Jack E. Biegler, Transmission
and Jack Robinson.
23.1 -- Consent of General Counsel of Norwest (included as part of Exhibit 5 Electronic
filed herewith). Transmission
23.2 -- Consent of KPMG Peat Marwick LLP. Electronic
Transmission
24 -- Powers of Attorney.
- ----------------------
</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, 3.2, 4, 4.1, and 4.2 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
September 25, 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 271,000 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 B & G Investment Company, a Texas
corporation, 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. 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 10.1
INVESTMENT AGREEMENT
This Investment Agreement dated as of July __, 1996 between NORWEST
CORPORATION, a Delaware corporation ("Norwest"), and the undersigned
shareholders of B & G INVESTMENT COMPANY ("the Company"), a Texas corporation
(collectively, the "Shareholders").
WHEREAS Norwest and the Company are parties to an Agreement and Plan of
Reorganization dated as of February 16, 1996, (the "Reorganization Agreement")
providing for the merger of a wholly-owned subsidiary of Norwest with and into
the 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 Section 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 each of 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 the
Company held by each of the Shareholders, each of the Shareholders, with respect
to himself or itself, represents and warrants to, or agrees with, Norwest as
follows:
<PAGE>
(a) Ownership of Shares. As of the date hereof, each Shareholder: (i)
holds of record or beneficially that number of shares of the Common Stock of the
Company set forth opposite his or its 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).
(b) Information with respect to Norwest. Norwest has furnished to each of
the Shareholders, and each of the Shareholders has received and reviewed, either
alone or with the assistance of counsel or his or her regular financial advisor,
prior to the date on which shareholder approval of the Merger was obtained by
the Company (the "Shareholder Approval Date"), each of the following documents:
(i) Norwest's annual report on Form 10-K for the year ended December 31, 1995,
(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,
1996 and the Shareholder Approval 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") from January 1, 1996 to the Shareholder Approval 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, the Registration Statement (as
hereinafter defined) 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 it 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
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<PAGE>
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 the 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:
"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
July __, 1996, by and between Norwest Corporation ("Norwest") and B &
G Investment Company and are subject to certain restrictions on
transfer set forth in that certain Investment Agreement dated July __,
1996 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) 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.
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<PAGE>
(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 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 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, Norwest agrees to take the following actions:
(a) Filing and Effectiveness of Registration Statement. Norwest hereby
represents and warrants to Shareholders that as of the date of this Agreement,
Norwest qualifies for the use of Form S-3 under the Securities Act for the
transactions contemplated herein. Subject to paragraph 2(b) below, Norwest will
prepare and file with the SEC a registration statement on Form S-3 or on such
other short form registration statement as may be then available to Norwest
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 and/or effectiveness (i) until the Selling Stockholders and their counsel
(if any) have reviewed and approved the information included in the Registration
Statement about the Selling Stockholders; or (ii) in order to qualify the
initial issuance of the Shares for one or more exemptions from registration
under the Securities Act and to comply with any requirements imposed by the SEC
on the registrations of securities for re-sale.
(b) Additional Right to Delay Effectiveness of Registration. In addition
to the rights granted in Section 2(a), 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
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<PAGE>
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 SEC 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
(as defined in paragraph 3(a)(i) hereof) 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.
(e) Blue Sky Filings. Norwest shall file documents required of Norwest for
routine blue sky clearance in the state of Texas, or such other state in which a
Shareholder may be domiciled, except that Norwest shall not be required to
obtain blue sky clearance for the Shares in any other 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.
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<PAGE>
(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.
3. Transfers of Shares After Registration; Limitations on Transfers;
Amended Registration Statement.
(a)(i) Transfers. The Shareholders agree that none of them will effect
any disposition of any of the Shares or any interest therein for value, whether
by sale, assignment, pledge, or otherwise (a "Transfer") 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
the Shareholder desiring to make a Transfer shall have first given Norwest five
(5) business days (the "Notice Period") written notice of the proposed Transfer
prior to the date the proposed Transfer 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 any such proposed
Transfer. 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 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.
(a)(ii) Limitations of Number of Transfers. Each Shareholder, other
than the Ray Ellison Grandchildren Trust (the "Trust") as provided below, agrees
that (i) a Transfer Notice may not be given to Norwest and a Transfer may not be
made more frequently than once every three months in any twelve month period
elapsing during the Effective Period and (ii) any proposed transfer shall be for
not less than 2,000 Shares per Transfer. The Trust, and any successor trust to
the foregoing, and except as provided below with respect to certain
beneficiaries, any one or more permitted assignees of the Trust pursuant to
Section 8 hereof, when considered as a whole, may give a Transfer Notice to
Norwest and make a Transfer of the Shares not more frequently than once every
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<PAGE>
45 days in any twelve-month period elapsing during the Effective Period, with
any such Transfer to cover not less than 10,000 shares.
(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
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<PAGE>
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. Notwithstanding any exercise by Norwest of this deferral
right, the Transferring Shareholders shall have the right to effect a Transfer
of the Shares during the period commencing on the fifth business day after each
date (a "Filing Date") on which Norwest files with the SEC a quarterly report on
Form 10-Q or an annual report on Form 10-K or, solely at Norwest's option a
current report on Form 8-K, setting forth its quarterly or annual summary
statement of earnings (as may then be applicable) and ending on the tenth
business day following such date provided that (i) the Transferring Shareholder
has first given Norwest a Transfer Notice not later than five business days
prior to the proposed effective date of such Transfer within such period; and
(ii) Norwest does not exercise its right to defer such Transfer following
receipt of such notice from the Transferring Shareholder by delivering the
certificate described in the first sentence of this paragraph 3(d). Any such
certificate delivered subsequent to a Filing Date shall be effective only if
based on events occurring or circumstances arising subsequent to such Filing
Date.
(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.
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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, trustee 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 such Shareholder specifically for use in preparation of the
Registration Statement, or (ii) Transfers not in compliance with the terms of
this Investment Agreement.
(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 of a material fact 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 by such Shareholder not in compliance with applicable federal and state
securities laws; and such 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.
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(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:
Jack E. Biegler
Ellison Management
70 N.E. Loop 410
Suite 545
San Antonio, Texas 78216
Telephone Number: (210) 342-5087
Facsimile Number: (210) 342-1085
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
Telephone Number: (210) 736-8401
Facsimile Number: (210) 736-8400
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with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
Telephone Number: (210) 299-3414
Facsimile Number: (210) 226-0521
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
Telephone Number: (210) 271-1700
Facsimile Number: (210) 271-1740
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 and the rights and
obligations of the Shareholder hereunder shall be binding upon and inure to the
benefit of 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,
except that such consent shall not be required in the event of transfer by
bequest, devise, inheritance or law of intestacy or gift or in the event of a
transfer by the Trust to any beneficiary of such trust In the event of a
transfer from the Trust to the beneficiaries of such Trust, the right to make
the number of transfers permitted under Section 3(a) above shall be allocated
equally between the beneficiaries of such Trust, or in such other manner as the
Trustees of the Trust may designate in writing.
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 one 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.
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Investment
Agreement as of the date first above written.
NORWEST CORPORATION SHAREHOLDERS
By: Ray Ellison Grandchildren Trust
--------------------------------
Its: By:
------------------------------- --------------------------------------
Its Trustee
By:
--------------------------------------
Its Trustee
By:
--------------------------------------
Its Trustee
-----------------------------------------
John H. Willome
-----------------------------------------
Jack E. Biegler
-----------------------------------------
Jack Robinson
[Signature Page to Investment Agreement]
12
<PAGE>
Schedule 1 (a)
NUMBER OF
COMPANY SHARES
NAME OF SHAREHOLDER HELD LIENS* STATE OF DOMICILE
------------------- -------------- ------ -----------------
*____________________
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
Sixth and Marquette Avenue
Minneapolis, MN 55479-1026
Attn: Corporate Secretary
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement dated
July __, 1996 relating to the Acquisition of B & G INVESTMENT COMPANY 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
-1-
<PAGE>
listed below that the Proposed Transfer must be deferred pursuant to the
Investment Agreement (the "Deferral Notice") in the form set forth below, I WILL
NOT PROCEED WITH THE PROPOSED TRANSFER AS DESCRIBED IN THIS NOTICE; or (II) if
Norwest notifies me in the form set forth below 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 "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 term is defined in
Section 1(e) of 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>
NORWEST CORPORATION
NOTICE
(Select One)
1. Norwest Corporation does not elect to defer the Transfer described in
the above Notice dated a _____________, 19__ from _________________________.
(name of Stockholder)
2. Norwest Corporation hereby elects to defer the Transfer described in
the above Notice dated _______________, 19___ from _______________________ until
(name of Stockholder)
_____________________, 19___ pursuant to Section 3(d) of the Investment
Agreement. The certificate required by such Section 3(d) is enclosed.
3. Norwest Corporation hereby elects to defer the Transfer described in
the above Notice dated _______________, 19___ from ________________________
(name of Stockholder)
until _____________________, 19___ pursuant to Section 3(o) in order to permit
Norwest Corporation to amend the Registration Statement.
NORWEST CORPORATION
By: _____________________________
Its: ______________________________
-3-
<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. Susan Roeder
RE: Notice of Sale of Common Stock Pursuant to an Investment Agreement dated
July __, 1996 relating to the Acquisition of B & G INVESTMENT COMPANY 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
-1-
<PAGE>
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 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
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Laurel A. Holschuh
Senior Vice President
and Secretary
RE: Pledge and Consent Pursuant to an Investment Agreement dated July __,
1996 Relating to the Acquisition of B & G INVESTMENT COMPANY 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 July __, 1996. 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.
-1-
<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 July __, 1996.
NORWEST CORPORATION
By
-------------------------
Its
------------------------
-2-
<PAGE>
Exhibit 10.2
TAX INDEMNIFICATION AGREEMENT
This Tax Indemnification Agreement ("Tax Agreement") is entered into as of
this ____ day of July, 1996, by and between the undersigned shareholders
(collectively, the "Shareholders") of B & G Investment Company ("B & G") and
Norwest Corporation ("Norwest").
WHEREAS, B & G and Norwest are parties to that certain Agreement and Plan
of Reorganization dated February 16, 1996 (the "Reorganization Agreement"),
under which it is contemplated that a wholly-owned subsidiary of Norwest will
merge with and into B & G and as a result the Shareholders will receive in
exchange for each share of common stock of B & G, no par value ("B & G Common
Stock") owned by such Shareholder immediately prior to the Effective Time of the
Merger (as defined in the Reorganization Agreement), a number of shares of
common stock of Norwest, par value $1-2/3 per share ("Norwest Common Stock") as
more specifically set forth in the Reorganization Agreement, and
WHEREAS, the Shareholders will derive substantial benefit from the
transactions contemplated by the Reorganization Agreement, and
WHEREAS, the Shareholders have agreed to indemnify Norwest for certain
matters; and
WHEREAS, the Shareholders, Norwest and Norwest Bank Minnesota, N.A. have
entered into an escrow agreement of even date herewith (the "Escrow Agreement")
pursuant to which a number of shares of Norwest Common Stock will be held in
escrow as more specifically set forth in the Escrow Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
---------
1.0 DEFINITIONS. For purposes of this Tax Agreement, unless the context clearly
requires otherwise, the following capitalized terms will have the meanings set
forth below; terms defined elsewhere in this Tax Agreement will have the same
meaning throughout this Tax Agreement; and capitalized terms used in this Tax
Agreement but not specifically defined will have the meanings set forth in the
Reorganization Agreement or Escrow Agreement.
1.1 "TAX CLAIM" means notice from the Internal Revenue Service: (a)
assessing or proposing to assess liability for any federal taxes with
respect to a Tax Loss, whether such notice is in the form of a revenue
agent's report (e.g.,
<PAGE>
Forms 4549 or 4549-A), a preliminary notice of deficiency (e.g., a thirty
(30)-day letter) or a statutory notice of deficiency (e.g., a ninety (90)-
day letter) or otherwise; or (b) adjusting or proposing to make any
adjustments which result or may result in a Tax Loss.
1.2 "CODE" means the Internal Revenue Code of 1986, and the final and
temporary Treasury Regulations promulgated thereunder, all as amended and
in effect on the Closing Date; provided, however, that the definition of
Code as it relates directly to a Tax Loss shall also include all
retroactive amendments, modifications, additions, deletions or other
changes adopted, enacted, promulgated or effective after the Closing Date.
1.3 "FINAL DETERMINATION" means the earlier to occur of: (a) a final
decision of a court of competent jurisdiction regarding a Tax Claim with
respect to which all rights of appeal have lapsed or been exercised in
which case a Final Determination means a final decision of an appellate
court of competent jurisdiction with respect to such appeal; (b) notice by
Shareholders of their decision not to take action with respect to a Tax
Claim pursuant to Section 3.2(b)(ii) of this Tax Agreement; or (c) the
expiration or lapse of the ability to contest a Tax Claim in all courts of
competent jurisdiction without Shareholders having commenced such contest
for the Taxable Year.
1.4 "TAX YEAR" means the tax year or partial tax year ending on the
Closing Date (as that term is defined in the Reorganization Agreement).
1.5 "TAX LOSS" means the sum of the Base Amount, plus Supplemental
Damages, plus Penalties, plus Expenses, determined as follows:
(a) BASE AMOUNT. For the Tax Year, the aggregate dollar amount of any
Company federal tax increase as a result of a Final Determination
disallowing all or any part of the deductions taken by Company
including, but not limited to those available under Sections 162 and
83(h) of the Code, relating to the issuance by B & G to Jack Willome,
Jack Biegler and Jack Robinson of 214 shares of B & G Common Stock, no
par value per share ("Deduction").
(b) SUPPLEMENTAL DAMAGES. The amount of Supplemental Damages will be equal
to the actual interest on any actual federal tax liabilities
attributable to the Tax Loss portion of a Tax Claim.
(c) PENALTIES. All penalties and additions to tax payable to any taxing
authority to the extent attributable to the Tax Loss portion of a Tax
Claim.
(d) EXPENSES. All out-of-pocket expenses, including, without limitation,
reasonable expenses and fees of counsel, costs, claims, judgments,
assessments and losses incurred by Norwest in connection with the
contest
2
<PAGE>
or resolution of the Tax Loss portion of a Tax Claim and any
corrective action taken by Norwest in connection therewith including,
for example, but not by way of limitation, costs of preparing amended
federal, state and local income tax returns. To the extent that
Norwest incurs Expenses attributable to both the Tax Loss and non-Tax
Loss portion of the Tax Claim, Shareholders will only be responsible
for an amount of such Expenses allocable to the Tax Loss portion of
the Tax Claim. For purposes of this Section 1.5(d), Norwest's Expenses
may include costs associated with activities of Norwest's internal
personnel.
1.6 ESCROW AMOUNT. Means 16,220 shares of Norwest Common Stock multiplied
by $33.75 or $547,425.
2.0 INDEMNIFICATION.
2.1 INDEMNIFICATION. Subject to the terms and conditions of this Tax
Agreement, Shareholders, severally, agree to indemnify and hold harmless,
Norwest, its affiliates (including, as of the Closing Date, B & G and its
affiliates) and their respective directors, officers, employees and agents
and to assume liability for any Tax Loss related to a Tax Claim up to a
maximum amount equal to the Escrow Amount; provided, however, that
Shareholders' liability hereunder shall be limited to the disbursement to
Norwest of the Escrow Shares (as defined in the Escrow Agreement) in
accordance with the terms and conditions of this Tax Agreement and the
Escrow Agreement.
2.2 VERIFICATION OF CALCULATIONS. Norwest shall provide Shareholders with
an itemized statement in reasonable detail (substantiated to the reasonable
satisfaction of Shareholders) certified by an officer of Norwest, to
support all requests for indemnification under this Tax Agreement.
2.3 NON-INDEMNIFIED EVENTS. The failure of Norwest and/or its affiliates
(including, after Closing, B & G) to timely file and properly claim the
Deductions shall eliminate Norwest's rights to indemnification hereunder.
3.0 CONTEST PROCEDURES.
3.1 NOTICE OF TAX CLAIMS. If the Internal Revenue Service makes a Tax
Claim and if all or any part of that Tax Claim could result in a Tax Loss
for which indemnification would be required under this Tax Agreement, then
Norwest will provide notice (including a copy of the Tax Claim related to a
Tax Loss) to Shareholders within a reasonable time after first receiving
notice of such Tax Claim related to a Tax Loss, but, in the case of a
preliminary or statutory notice of deficiency, in no event later than
twenty (20) business days after the date of the notice of such Tax Claim.
Failure to provide Shareholders with timely notice of a Tax Claim related
to a Tax Loss will, with respect to such Tax Claim constitute a waiver,
with respect to such Tax Claim, of Norwest's right to indemnification
3
<PAGE>
under this Tax Agreement for any and all incremental costs and expenses
that Norwest may incur as a result of actions necessary to, if possible,
reinstate the contest rights that would have been available had
Shareholders received timely notice.
3.2 CONTROL OF CONTEST.
(A) PARTICIPATION IN DEFENSE.
(i) Subject to Section 3.2(b) below, Norwest shall have the right to
participate and assist in the defense of a Tax Claim as it relates
to a Tax Loss and to employ its own counsel in connection therewith.
(ii) For as long as Shareholders control the defense of a Tax Claim as it
relates to a Tax Loss, Shareholders shall not be liable to Norwest
for the Expenses of Norwest's counsel or other Expenses incurred by
Norwest in connection with participating or assisting in the defense
of such a Tax Claim; provided, however, that Shareholders shall
(subject to the limitations of Section 2.1 above) be liable for (A)
any such Expenses incurred prior to the time Shareholders assumed
such defense and (B) the reasonable costs of investigation and
preparation incurred by Norwest at the request of Shareholders.
(iii) In the event that, pending or during the defense of a Tax Claim, or
before a Final Determination, Shareholders determine that the
potential Tax Claim shall exceed the maximum Escrow Amount for which
Shareholders would be liable under Section 2.0 of the Agreement or,
at their option, elect to release all of their shares held in Escrow
and turn over the defense of such Tax Claim to Norwest, then in such
event, Shareholders shall cooperate in turning over the defense of
such a Tax Claim to Norwest and shall not thereafter settle,
compromise, or take any other action which could adversely affect
Norwest's contest of such Tax Claim and Shareholders will hold
harmless Norwest from any loss or damage resulting from any action
taken in violation of this covenant.
(B) CONTROL OF CONTEST.
(i) Except as provided in Section 3.3 below, from the date of receipt by
Shareholders of notice of a Tax Claim, Shareholders will be deemed
to have assumed and shall assume control over the conduct of any
contest and resolution of a Tax Claim as it relates to the Tax Loss,
and such contest and all preparations therefor will be the
responsibility of, and at the cost and expense of, Shareholders.
Shareholders may determine, in their reasonable discretion, and
4
<PAGE>
without consent of Norwest (subject to Section 3.3 below), the
nature of all actions to be taken to contest a Tax Claim that
relates to a Tax Loss, including, without limitation: (i) whether
any action to contest such Tax Claim initially will be by judicial
or administrative proceedings or both; (ii) whether such Tax Claim
will be contested by the payment or nonpayment of such Tax Claim in
accordance with applicable Code provisions or by seeking a refund or
any combination thereof; and (iii) if Shareholders decide to
undertake judicial action with respect to such Tax Claim, the court
or other judicial body before which the action will be commenced.
Shareholders are not obligated to pursue an appeal from any adverse
determination by any judicial or administrative body of a Tax Claim
related to a Tax Loss.
(ii) At any time, whether before or after taking any action to contest a
Tax Claim that relates to a Tax Loss, Shareholders may decline to
take any action with respect to all or any portion of the Tax Claim.
Shareholders agree to give Norwest immediate notice of any such
decision, which notice will constitute a Final Determination under
this Tax Agreement with respect to the Tax Loss that was the subject
of the Tax Claim. Shareholders may not compromise or settle the
portion of any Tax Claim that relates to a Tax Loss if such
settlement or compromise involves the payment of an amount in excess
of the Escrow Amount for which Norwest is then entitled to
indemnification hereunder, in which event the prior consent of
Norwest is required, which consent will not be unreasonably
withheld. Norwest may not compromise the Tax Loss portion of any Tax
Claim without the prior written consent of Shareholders, which
consent shall not be unreasonably withheld.
3.3 SEGREGATION OF TAX CLAIMS. To the extent that a Tax Claim relates to
issues different from or in addition to a potential Tax Loss (regardless of
whether the outcome of such portion of the Tax Claim is related to or
dependent upon the resolution of the Tax Loss portion of the Tax Claim),
the parties will use their best efforts to have the Internal Revenue
Service segregate the Tax Loss portion of the Tax Claim. Notwithstanding
the foregoing sentence, Norwest will remain responsible in all other
respects of controlling, at Norwest's cost and expense, the contest and
resolution of the non-Tax Loss portion of such Tax Claim.
3.4 COOPERATION. Norwest will fully and timely cooperate in good faith
with Shareholders in connection with the contest and resolution of any Tax
Claim related to a Tax Loss, including, without limitation, providing
Shareholders and their agents reasonable access to review and copy all tax
returns and records relevant to such Tax Claim. To the extent feasible, the
parties agree that Shareholders may and will prosecute the contest and
resolution of any Tax Claim related to a Tax Loss in its own name.
Shareholders and Norwest agree that they
5
<PAGE>
will use their best efforts to act and take positions consistent with the
intention of the parties to preserve the validity and effectiveness of the
Deduction contemplated by the Agreement.
4.0 MISCELLANEOUS.
4.1 OTHER AGREEMENTS. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter of this Tax
Agreement have been made by any party which are not expressly set forth in
this Tax Agreement, the Reorganization Agreement, or in the Escrow
Agreement. References in this Tax Agreement to any particular sections or
provisions of the Reorganization Agreement or the Escrow Agreement are
intended to refer to those sections and provisions as the same may be
modified or amended from time to time in accordance with their terms and
those provisions are incorporated into this instrument by reference to the
same extent as if fully set forth in this instrument.
4.2 SURVIVAL OF AGREEMENT; TERMINATION. The obligations and liabilities of
the parties arising under this Tax Agreement will continue in full force
and effect, notwithstanding the Closing, until the earlier to occur of: all
such obligations having been met and such liabilities having been paid in
full, at which time all of the rights and obligations of the parties under
this Tax Agreement will terminate and become null and void. This Tax
Agreement shall survive until termination as provided above,
notwithstanding the expiration of any applicable statute of limitations
relating to Norwest's ability to enforce the provisions hereof. In the
event that, during the continuance of this Tax Agreement, Shareholders
become liable for the payment of the Escrow Amount pursuant to Section 2 of
this Tax Agreement, such liability shall continue, notwithstanding the
expiration or termination of this Tax Agreement, until all such amounts are
paid or reimbursed.
4.3 NOTICES. Any notices or consents required or permitted by this Tax
Agreement shall be in writing and shall be deemed delivered, if sent by
First Class Mail postage prepaid, delivered in person or sent by certified
mail, postage prepaid, return receipt requested, as follows, unless such
address is changed by written notice hereunder:
If to the Shareholders:
Jack E. Biegler
Ellison Management
70 N.E. Loop 410
Suite 545
San Antonio, Texas 78216
6
<PAGE>
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1026
Attention: Secretary
4.4 AMENDMENTS AND WAIVERS. No provision of this Tax Agreement may be
modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by the party against whom
enforcement of such modification, waiver or discharge is sought. Except to
the extent otherwise specifically provided in this Tax Agreement, the
failure at any time to enforce any of the provisions of this Tax Agreement
will in no way be construed as a waiver of those provisions and will not
affect the right of either party thereafter to enforce each and every
provision of this Tax Agreement in accordance with its terms.
4.5 GOVERNING LAW; CONSTRUCTION. This Tax Agreement and the legal
relations between the parties as to all matters, including, without
limitation, matters of validity, interpretation, construction, performance
and remedies, will be governed by and construed exclusively in accordance
with the internal laws of the State of Minnesota (without regard to the
conflict of laws provisions of any jurisdiction). Headings are for
purposes of convenience only and do not constitute a part of this Tax
Agreement. The invalidity or unenforceability of all or any part of any
provision of this Tax Agreement will not affect the validity or
enforceability
7
<PAGE>
of the remainder of such provision or of any other provision of this Tax
Agreement or the Reorganization Agreement, which will remain in full force
and effect.
4.6 BINDING AGREEMENT; ASSIGNABILITY. This Tax Agreement will be binding
upon and inure to the benefit of and be enforceable by the parties and
their heirs, legal representatives, successors and permitted assigns, but
neither this Tax Agreement nor any of the rights, interests or obligations
hereunder may be assigned except to the extent permitted under the
Reorganization Agreement. This Tax Agreement is intended for the sole
benefit of the parties hereto, B & G, its subsidiaries and their respective
successors and assigns.
4.7 COUNTERPARTS. This Tax Agreement may be executed in several
counterparts, each of which will be deemed to be an original, but all of
which together will constitute one and the same instrument.
[The remainder of this page has intentionally been left blank.]
8
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Tax Indemnification
Agreement to be duly executed by their authorized officers, effective as of the
date set forth above.
NORWEST CORPORATION SHAREHOLDERS
Ray Ellison Grandchildren Trust
By: ______________________________ By: _____________________________________
Its: _________________________ Its: Trustee
By: _____________________________________
Its: Trustee
By: _____________________________________
Its: Trustee
_________________________________________
Jack Willome
_________________________________________
Jack Biegler
_________________________________________
Jack Robinson
[Signature Page to Tax Idemnification Agreement]
9
<PAGE>
EXHIBIT 10.3
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is entered into as of this ____ day of
July, 1996, by and between the undersigned shareholders (collectively, the
"Shareholders") of B & G Investment Company ("B & G"), Norwest Corporation
("Norwest") and Norwest Bank Minnesota, National Association ("Escrow Agent").
WHEREAS, B & G and Norwest are parties to that certain Agreement and Plan
of Reorganization dated February 16, 1996 (the "Reorganization Agreement") under
which it is contemplated that a wholly-owned subsidiary of Norwest will merge
with and into B & G and as a result the Shareholders will receive in exchange
for each share of common stock of B & G, no par value ("B & G Common Stock")
owned by such Shareholder immediately prior to the Effective Time of the Merger
(as defined in the Reorganization Agreement), a number of shares of common stock
of Norwest, par value $1-2/3 per share ("Norwest Common Stock") as more
specifically set forth in the Reorganization Agreement, and
WHEREAS, the Shareholders will derive substantial benefit from the
transactions contemplated by the Reorganization Agreement, and
WHEREAS, the Shareholders and Norwest have entered into a Tax
Indemnification Agreement of even date herewith pursuant to which Shareholders
have agreed to indemnify Norwest for certain matters (the "Tax Indemnification
Agreement"); and
WHEREAS, the Reorganization Agreement and Tax Indemnification Agreement
provide that a number of shares of Norwest Common Stock will be held in escrow
pursuant to the terms of an escrow agreement as more specifically set forth in
the Reorganization Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Deposit of Shares. Immediately following the Effective Time of the
Merger Norwest shall deposit 16,220 shares (the "Escrow Shares") of Norwest
Common Stock (or such other number of shares as may result from Norwest Common
Stock adjustments made pursuant to paragraph 1(b) of the Reorganization
Agreement) with the Escrow Agent. The Escrow Shares shall be deposited in the
form of four (4) separate certificates, in the names, denominations and
proportions set forth below:
<PAGE>
<TABLE>
<CAPTION>
Escrow
Shareholder Shares Percentage
----------- -------- ----------
<S> <C> <C>
Ray Ellison Grandchildren Trust 13,362 82.38%
Jack Willome 1,230 7.58%
Jack Biegler 814 5.02%
Jack Robinson 814 5.02%
TOTAL 16,220 100.00
</TABLE>
Because the Escrow Shares will be registered in the names of the respective
Shareholders, cash dividends will be paid directly to the Shareholders.
2. Disbursement.
(a) The Escrow Agent shall distribute the Escrow Shares to Norwest and/or
the Shareholders:
(i) on March 15, 2000, unless the Escrow Agent has received written
notice from Norwest or Shareholders' Representative set forth
in Section 2(g) hereof ("Shareholders' Representative") on or
prior to such date that a Tax Claim (as defined in the Tax
Indemnification Agreement) with respect to a Tax Loss (as
defined in the Tax Indemnification Agreement) has occurred; or
(ii) upon a joint written notice from Norwest and the Shareholders'
Representative to the Escrow Agent pursuant to Section 5 below,
indicating that one of the following events has occurred:
(A) A Final Determination (as defined in the Tax
Indemnification Agreement) with respect to such Tax Claim
has occurred; or
(B) B & G has failed to timely file and claim a Deduction (as
defined in the Tax Indemnification Agreement) on its
federal income tax return for the tax year ending on the
Closing Date for $1,610,000 under Section 162 and Section
83(h) of the Code relating to the issuance by B & G to
certain of its employees of 214 shares of B & G Common
Stock, no par value per share; or
2
<PAGE>
(C) The Shareholders have waived their rights to receive the
Escrow Shares; or
(D) Upon such other circumstances as Norwest and the
Shareholders' Representative shall jointly agree in such
notice.
(b) If the Escrow Shares are distributed pursuant to a notice given under
Sections 2(a)(i) or 2(a)(ii)(B) above, the Escrow Agent shall distribute
all Escrow Shares (subject to adjustment as provided in Section 7) to
Shareholders.
(c) If the Escrow Shares are distributed pursuant to a notice given under
Section 2(a)(ii)(A), the Escrow Agent shall distribute to Norwest a portion
of the Escrow Shares determined by dividing the Tax Loss by $33.75, and
rounding to the nearest full share. The shares distributed to Norwest
shall be taken from the shares registered in the names of the respective
Shareholders in as close to the proportions set forth in paragraph 1 above
as possible, rounded to the nearest full share. The Escrow Agent shall
distribute the balance, if any, of the Escrow Shares (subject to adjustment
as provided in Section 7), standing in the name of each respective
Shareholder to the respective Shareholder.
(d) If the Escrow Shares are distributed pursuant to Section 2(a)(ii)(C),
then the Escrow Agent shall transfer the Escrow Shares to Norwest.
(e) If the Escrow Shares are distributed pursuant to Section 2(a)(ii)(D),
the Escrow Agent shall distribute the Escrow Shares in the manner
prescribed in such notice.
(f) Norwest and Shareholders hereby agree to give any notice required by
Section 2(a) above within thirty (30) days after the occurrence of the
events described in Sections 2(a)(i) and 2(a)(ii). Any notice given
pursuant to Section 2(a)(ii)(A) shall specify the aggregate dollar amount
of a Tax Loss.
(g) For purposes of this Section 2, "Shareholders' Representative" shall
mean (i) any two of Ronald K. Calgaard, A. Baker Duncan or Bonnie Ellison,
or in the event only one of such individuals is then living, then such
individual or (ii) any other successor representative or representatives as
may be designated in writing by all the Shareholders to Norwest.
3. Duty of the Escrow Agent. The only duties of the Escrow Agent under
this Escrow Agreement shall be those described herein, and Escrow Agent shall be
under no obligation to determine whether the other parties hereto are complying
with any requirements of law or the terms and conditions of any other agreement
among the parties. Escrow Agent may conclusively rely upon, and shall be
protected in acting upon, any
3
<PAGE>
notice, consent, order or other document believed by it in good faith to be
genuine and to have been signed or presented by the proper party, consistent
with the reasonable use of due diligence on the part of the Escrow Agent.
Escrow Agent shall have no other duty or liability to verify any such notice,
consent, order or other document, and its sole responsibility shall be to act as
expressly set forth in this Escrow Agreement. If any dispute arises with
respect to the disbursement of the Escrow Shares, or any portion thereof, Escrow
Agent may continue to hold the same or, in the alternative, file an interpleader
action in the State District Court in Hennepin or Ramsey Counties, Minnesota and
deposit therein all Escrow Shares in the possession of Escrow Agent pursuant
hereto and shall have no further duties or responsibilities under this Escrow
Agreement.
4. Indemnity. The Shareholders (except with respect to a claim, other
than an interpleader or similar action, brought against the Escrow Agent by
Norwest) severally in proportion to their percentage interest in the Escrow
Shares and Norwest each hereby indemnify and hold harmless the Escrow Agent from
and against any and all loss, liability, cost, damage and expense including,
without limitation, reasonable attorneys' fees, which the Escrow Agent may
suffer or incur by reason of any action, claim or proceeding brought against the
Escrow Agent arising out of or relating in any way to this Escrow Agreement or
any transaction to which this Escrow Agreement relates unless such action, claim
or proceeding is the result of gross negligence of the Escrow Agent. The Escrow
Agent may consult legal counsel in respect of any question arising under this
Escrow Agreement, and the Escrow Agent shall not be liable for any action taken
or omitted in good faith upon advice of such counsel.
5. Notices. Any notices or consents required or permitted by this Escrow
Agreement shall be in writing and shall be deemed delivered, if sent by First
Class Mail postage prepaid, delivered in person or sent by certified mail,
postage prepaid, return receipt requested, as follows, unless such address is
changed by written notice hereunder:
If to the Escrow Agent:
Norwest Bank Minnesota, N. A.
Norwest Center
Corporate Trust Services
Sixth and Marquette
Minneapolis, MN 55479-0069
Attention: Jane Yun
If to the Shareholders:
Jack E. Biegler
Ellison Management
70 N.E. Loop 410
Suite 545
San Antonio, Texas 78216
4
<PAGE>
and
Ronald K. Calgaard, Trustee
150 Oakmont
San Antonio, Texas 78212
with copies to:
James M. Doyle, Jr.
Matthews & Branscomb, P.C.
One Alamo Center
106 South St. Mary's, Suite 800
San Antonio, Texas 78205
and
T. Drew Cauthorn,
Cauthorn, Hale, Hornberger, Fuller, Sheehan & Becker, Inc.
One Riverwalk Place, Suite 620
San Antonio, Texas 78205
If to Norwest:
Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1026
Attention: Secretary
6. Miscellaneous.
a. This Escrow Agreement shall be construed, performed and enforced
in accordance with the laws of the State of Minnesota without giving effect
to the principles of conflicts of laws therein.
b. This Escrow Agreement and the Tax Indemnification Agreement
contains the entire understanding of the parties hereto with respect to the
escrow contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements and understandings, oral or written, with regard
to such escrow.
c. This Escrow Agreement may be amended or modified only by written
instrument executed by the parties hereto, or in the case of a waiver, by
the party waiving compliance. Any waiver of any condition or breach of any
provision contained in this Escrow Agreement in any one or more instances
shall not be
5
<PAGE>
deemed or construed as a further or continuing waiver of any
such condition or breach of provision of this Escrow Agreement.
d. This Escrow Agreement shall inure to the benefit of and shall be
binding upon the respective successors and assigns of the parties hereto;
however, the Escrow Agent shall not be permitted to assign its obligations
hereunder without the prior written consent of the Shareholders and
Norwest.
7. Escrow Fee. Norwest, on the one hand, and Shareholders severally, on
the other hand, agree that each shall be liable for 50 percent of the fees and
expenses of Escrow Agent which Norwest agrees to pay to the Escrow Agent on
behalf of Norwest and Shareholders in an amount equal to $1,100 per annum.
Shareholders will promptly reimburse Norwest for their allocable portion of the
Escrow Fee. If Shareholders do not so reimburse Norwest, the amount of the
unpaid escrow fee shall be subtracted from the Escrow Shares otherwise to be
distributed to Shareholders.
[The remainder of this page has intentionally been left blank.]
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed as of the date set forth above.
SHAREHOLDERS
Ray Ellison GrandchildrenTrust
By: ______________________________
Its: Trustee
By: ______________________________
Its: Trustee
By: ______________________________
Its: Trustee
___________________________________
Jack Willome
___________________________________
Jack Biegler
___________________________________
Jack Robinson
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: __________________________
Its: ___________________________
NORWEST CORPORATION
By: __________________________
Its: __________________________
[Signature Page to Escrow Agreement]
7
<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
September 25, 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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/s/ Richard D. McCormick
-----------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/s/ Benjamin F. Montoya
-----------------------------
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP, JOHN T.
THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's
true and lawful attorneys-in-fact, with power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign and affix
the undersigned's name as such director and/or officer of said Corporation to a
Registration Statement on Form S-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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/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
271,000 shares of Common Stock of the Corporation which may be issued in
connection with the acquisition by the Corporation of B & G Investment Company
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 23rd day of April 1996.
/s/ Michael W. Wright
-----------------------------
