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As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 333-09489
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy 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/
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PROSPECTUS
[NORWEST LOGO]
DIVIDEND REINVESTMENT
AND COMMON STOCK
PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
Norwest Corporation ("Norwest") provides participants with a convenient and
economical method of purchasing shares of Norwest's common stock, par value
$1-2/3 per share ("Common Stock"), and reinvesting cash dividends paid on Common
Stock in additional shares of Common Stock. Participation in the Plan is open
to any registered holder of Common Stock and to any person who becomes a
registered holder of Common Stock by enrolling in the Plan, paying a
one-time account set-up fee of $10 and either making an initial investment of at
least $250 or authorizing automatic monthly cash investments of at least $25.
Beneficial owners of Common Stock whose only shares are registered in names
other than their own (e.g., held in street name in a brokerage account) are not
eligible until they become stockholders of record either by withdrawing the
shares from their brokerage account and registering the shares in their own name
or by enrolling in the Plan in the same manner as a nonstockholder.
Participants in the Plan may elect to have the cash dividends paid on all
or a percentage of their shares of Common Stock automatically reinvested in
additional shares of Common Stock. Participants may also purchase additional
shares of Common Stock by making optional cash investments in accordance with
the provisions of the Plan. Holders of Common Stock who choose not to
participate in the Plan will continue to receive cash dividends on shares of
Common Stock registered in their name, as declared, by check or direct deposit.
Shares of Common Stock purchased by participants in the Plan may be
treasury or new issue Common Stock or, at Norwest's option, Common Stock
purchased in the open market or in negotiated transactions. Treasury or new
issue Common Stock is purchased from Norwest at the market price on the
applicable investment date. The price of Common Stock purchased in the open
market or in negotiated transactions is the weighted average price at which the
shares are actually purchased.
The Plan supersedes the Norwest Corporation Dividend Reinvestment and
Optional Cash Payment Plan in its entirety. If you are currently
participating in the Norwest Corporation Dividend Reinvestment and Optional
Cash Payment Plan, you will be automatically enrolled in the new Plan. If
you have elected partial reinvestment of your dividends, you will receive a
Plan Authorization Form on which you will be asked to specify the percentage
of your shares with respect to which you want dividends reinvested, as
dividend reinvestment under the new Plan is based on a specified percentage
of shares rather than a specified number of shares.
A complete description of the Plan begins on page 3 of this Prospectus.
Shares of Common Stock offered under the Plan to persons who are not
currently stockholders of Norwest are offered through Norwest Investment
Services, Inc., a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
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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.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY OR INSTRUMENTALITY.
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The date of this Prospectus is September 1, 1996.
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AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Norwest with the Commission can be
inspected and copied at the public reference facilities of the Commission,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Such materials also may 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
also may be inspected at the offices of the New York Stock Exchange at 20
Broad Street, New York, New York 10005 and at the offices of the Chicago
Stock Exchange at One Financial Place, 440 South LaSalle Street, Chicago,
Illinois 60605.
Norwest has filed a registration statement on Form S-3 (File No.
333-09489) (the "Registration Statement") with the Commission registering
under the Securities Act of 1933, as amended (the "Securities Act"), the
shares of Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto. A copy of the Registration Statement may be inspected or obtained
in the manner described above. 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 shares of Common Stock offered
hereby. Statements contained herein concerning the provisions of certain
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Norwest with the Commission (File No.
1-2979) pursuant to the Exchange Act are incorporated by reference in this
Prospectus: (a) annual report on Form 10-K for the year ended December 31,
1995; (b) quarterly reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996; (c) current reports on Form 8-K dated January 24,
1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26,
1996, April 22, 1996, July 2, 1996 and July 15, 1996; (d) current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock;
and (e) 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 with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this
Prospectus and prior to termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of such
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Norwest will provide without charge to each person to whom this Prospectus
is delivered (including any beneficial owner of shares of Common Stock), on the
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than certain exhibits to such
documents). Written or telephone requests should be directed to the Corporate
Secretary, Norwest Corporation, Norwest Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-1026, telephone (612) 667-8655.
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NORWEST
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. 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; its telephone number is (612)
667-1234.
As a bank holding company, the principal sources of funds for the payment
of Common Stock dividends by Norwest are dividends received from its banking and
savings association subsidiaries. Various federal and state statutes,
regulations and guidelines limit the amount of dividends these subsidiaries can
pay to Norwest and for that reason may limit the amount of dividends Norwest can
pay to the holders of Common Stock.
Norwest provides a more detailed description of its current business and
industry segments, including an overview of the regulatory environment within
which its banking and savings association subsidiaries operate, in its annual
report on Form 10-K filed with the Commission and incorporated by reference
herein. A copy of Norwest's most recent annual report on Form 10-K can be
obtained without charge. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
DESCRIPTION OF THE PLAN
PURPOSES
The Plan provides participants with a convenient and economical method of
systematically increasing their ownership interest in Norwest through purchases
of Common Stock and the reinvestment of cash dividends in additional shares of
Common Stock. Norwest may use the Plan to raise capital for general corporate
purposes through the sale to participants of treasury or new issue Common Stock.
FEATURES
The Plan has the following features:
- OPEN TO NONSTOCKHOLDERS--Persons who do not currently own shares
of Common Stock may become participants in the Plan by paying an
account set-up fee of $10 and either making an initial investment
of at least $250 or authorizing automatic monthly cash
investments of at least $25.
- AUTOMATIC REINVESTMENT OF DIVIDENDS--Cash dividends paid on all
or a specified percentage of shares of Common Stock are
automatically reinvested in additional shares of Common Stock.
- OPTIONAL CASH INVESTMENTS--Participants may make optional cash
investments in Common Stock of a minimum of $25 per investment up
to an aggregate of $10,000 per month. Optional cash investments
may be made by automatic monthly electronic funds transfers or
by check or money order at weekly or less frequent regular
intervals, as the participant desires.
- FULL INVESTMENT OF PLAN FUNDS--Funds invested in the Plan are
fully invested through the purchase of fractional shares, as well
as full shares. Cash dividends on fractional shares are
reinvested in additional shares of Common Stock.
- GIFT CERTIFICATES--Participants may purchase shares of Common
Stock for others by making cash investments on their behalf.
Participants may also transfer, at no cost to the participants,
all or a portion of their Plan shares to a Plan account of
another person.
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Upon request, participants can obtain, at a nominal cost, gift
certificates for presentation to the recipients of the gifts or
transfers.
- TELEPHONE TRANSACTIONS--Participants may establish telephone
privileges for their Plan accounts, enabling them to execute
certain Plan orders by phone.
- SHARE SAFEKEEPING--Participants may deposit for safekeeping
certificates representing shares of Common Stock held in
certificate form, whether or not the shares were issued under the
Plan, at no cost to the participants.
- ACCOUNT STATEMENTS--Account statements detailing each
participant's Plan activities are mailed to each participant on a
quarterly basis and following each Plan transaction.
CONSIDERATIONS
You should consider the following prior to participating in the Plan:
- BROKERAGE COMMISSIONS--Participants pay a brokerage commission of
$0.03 for each share of Common Stock purchased or sold for their
Plan account in open market transactions. Norwest expects that
generally all Plan purchases and sales will be effected in open
market transactions.
- SERVICE FEES--Participants also pay a service fee as described
herein for certain Plan transactions, including dividend
reinvestment and optional cash investments, whether or not the
transactions are effected in open market transactions.
- INVESTMENT TIMING; PRICE RISKS--Because the prices at which Plan
shares are purchased are determined as of specified dates or as
of dates otherwise beyond the control of participants,
participants may lose certain advantages otherwise available from
being able to select the timing of their investment. For
example, because the price charged to participants for shares
purchased in the open market or in negotiated transactions is
the weighted average price at which the shares are actually
purchased over a period of up to 15 days following an investment
date, participants may pay a higher price for shares purchased
under the Plan than for shares purchased on the investment date
outside of the Plan.
- NO INTEREST PENDING INVESTMENT--No interest is paid on optional
cash investments pending their investment in Common Stock.
ADMINISTRATION
As of the date of this Prospectus, administration of the Plan is shared
by Norwest Bank Minnesota, N.A. (the "Plan Administrator") and Montgomery
Securities (the "Independent Agent"). The Plan Administrator is responsible
for the clerical and ministerial administration of the Plan, including
receiving initial and optional cash investments of participants, forwarding
funds received from or on behalf of participants to the Independent Agent for
purchases of Common Stock, issuing statements to participants of their Plan
account activities and performing certain other administrative duties related
to the Plan. The Plan Administrator is a subsidiary of Norwest. Participants
may contact the Plan Administrator by writing to:
Norwest Bank Minnesota, N.A.
Shareowner Services
P.O. Box 64863
South St. Paul, Minnesota 55164-0863
or by telephoning the Plan Administrator toll free at (888) 291-3713 between
7:30 a.m. and 7:00 p.m., central time, on any business day. Written
communications may also be sent to the Plan Administrator by telefax at (612)
450-4078.
The Independent Agent is responsible for purchasing and selling shares of
Common Stock for participants' Plan accounts, including the selection of the
broker or dealer through which Plan
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purchases and sales are made. Neither Norwest nor the Plan Administrator has
any control over the times or prices at which the Independent Agent effects
transactions in the open market or the selection of the broker or dealer used by
the Independent Agent to effect open market transactions.
FORMS
PLAN AUTHORIZATION FORM. A Plan Authorization Form is used to enroll in
the Plan and at the time of enrollment, authorize electronic funds transfers
and telephone transactions privileges. A Plan Authorization Form is enclosed
with this Prospectus.
PLAN TRANSACTION FORM. A Plan Transaction Form is used to make optional
cash investments, transfer or sell your Plan shares, deposit your share
certificates with the Plan Administrator (if done after enrollment), and
terminate your participation in the Plan. A Plan Transaction Form is attached
to each account statement mailed to participants.
ELECTRONIC FUNDS TRANSFER (EFT) AUTHORIZATION FORM. An Electronic Funds
Transfer (or "EFT") Authorization Form is used to authorize electronic funds
transfers after enrollment or to change the amount of or terminate electronic
funds transfers.
EFT Authorization Forms and additional Plan Authorization Forms and Plan
Transaction Forms can be obtained from the Plan Administrator upon request.
ELIGIBILIY
Any person or entity, whether or not currently a registered holder of
Common Stock, may participate in the Plan by enrolling in accordance with the
procedures described in "Enrollment and Participation" below. Norwest reserves
the right to deny, modify, suspend or terminate participation by any person or
entity. SEE "OTHER INFORMATION--DENIAL OR TERMINATION OF PARTICIPATION BY
NORWEST."
ENROLLMENT AND PARTICIPATION
You may enroll in the Plan at any time by completing the Plan Authorization
Form enclosed with this Prospectus and returning it to the Plan Administrator at
the address set forth on the form.
EXISTING STOCKHOLDERS.
PLAN PARTICIPANTS. If you are currently participating in the Norwest
Corporation Dividend Reinvestment and Optional Cash Payment Plan, you will be
automatically enrolled in the new Plan. If you have elected partial
reinvestment of your dividends, you will receive a Plan Authorization Form on
which you will be asked to specify the percentage of your shares with respect to
which you want dividends reinvested, as dividend reinvestment under the new Plan
is based on a specified percentage of shares rather than a specified number of
shares.
OTHER EXISTING STOCKHOLDERS. If you are a registered holder of
Common Stock but not currently participating in the Norwest Corporation
Dividend Reinvestment and Optional Cash Payment Plan, you must complete a
Plan Authorization Form to participate in the new Plan. If you are a
beneficial owner of Common Stock whose only shares are held in names other
than your own (e.g., held by brokers, trustees or bank nominees), you must
complete a Plan Authorization Form and either (a) become a stockholder of
record by having the shares registered in your name, or (b) become a
stockholder of record by enrolling in the Plan in the same manner as a
nonstockholder.
NONSTOCKHOLDERS. If you are not a registered owner of Common Stock, you
must complete a Plan Authorization Form and pay a one-time account set-up fee of
$10. You must also make an initial cash investment of at least $250 or
authorize automatic monthly cash investments of at least $25. A maximum of
$10,000 may be initially invested in the Plan.
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INVESTMENTS
DIVIDEND REINVESTMENT. As described below, by participating in the Plan,
you may have the cash dividends paid on all or a percentage of your shares of
Common Stock (net of brokerage commissions and service fees as described
below) automatically reinvested in Common Stock on the dividend payment date.
THE PAYMENT OF DIVIDENDS ON COMMON STOCK IS AT THE DISCRETION OF NORWEST'S
BOARD OF DIRECTORS.
REINVESTMENT OPTIONS.
FULL DIVIDEND REINVESTMENT. If you elect the "Full Dividend
Reinvestment" option on your Plan Authorization Form, the Plan Administrator
will reinvest in additional shares of Common Stock all cash dividends paid on
all shares of Common Stock then or subsequently registered in your name and on
all shares of Common Stock then or subsequently held in your Plan account,
including fractional shares and shares purchased with optional cash investments
made under the Plan.
PARTIAL DIVIDEND REINVESTMENT. If you elect the "Partial
Dividend Reinvestment" option on your Plan Authorization Form, you must select
the percentage (from 10% to 90%, in increments of 10%) of the total number of
shares of Common Stock then or subsequently registered in your name and then or
subsequently held in your Plan account with respect to which you want cash
dividends reinvested. The Plan Administrator will reinvest in additional shares
of Common Stock all cash dividends paid on the specified percentage of shares.
OPTIONAL CASH INVESTMENTS ONLY. If you elect the "Optional
Cash Investments Only" option, you will continue to receive, as declared, by
check or direct deposit, cash dividends paid on shares of Common Stock then
or subsequently registered in your name, and the Plan Administrator will
invest only your optional cash investments in additional shares of Common
Stock. Cash dividends paid on shares of Common Stock acquired in your Plan
account through optional cash investments will be reinvested in additional
shares of Common Stock until the shares are withdrawn from the Plan or you
elect partial dividend reinvestment as provided above.
DIVIDEND PAYMENT DATES. If your Plan Authorization Form is received
by the Plan Administrator on or before the record date for a particular
dividend, dividend reinvestment will begin with respect to dividends paid on
the next dividend payment date. If your Plan Authorization Form is received
by the Plan Administrator after the record date, dividend reinvestment will
not begin until the dividend payment date following the next record date.
Dividends on Common Stock have historically been paid on the first day of
March, June, September and December, and the first or second Friday of
February, May, August and November, respectively, have generally been the
record dates for the payment of such dividends. Thus, for example, to begin
automatic reinvestment of a dividend expected to be paid on June 1 in a given
year, the Plan Administrator should receive your Plan Authorization Form by
the first Friday in May.
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CASH INVESTMENTS.
INITIAL CASH INVESTMENT. If you are not a registered owner of Common
Stock, you must include an initial cash investment of at least $250 with your
completed Plan Authorization Form or authorize automatic monthly cash
investments by electronic funds transfer of at least $25. In either case, you
must also pay a one-time account set-up fee of $10. SEE "ENROLLMENT AND
PARTICIPATION" ABOVE. Initial cash investments and payment of the account
set-up fee must be made by check or money order payable to "Norwest Shareowner
Services" in U.S. funds.
OPTIONAL CASH INVESTMENTS. Participants may make optional cash
investments at any time by personal check, money order or electronic funds
transfer from a designated U.S. bank account. Participants may vary their
optional cash investments from a minimum of $25 per investment up to a maximum
of $10,000 per month. Initial cash investments are included in the month in
which they are made for purposes of determining whether the $10,000 maximum has
been reached.
INITIAL AND OPTIONAL CASH INVESTMENTS ARE INVESTED IN SHARES OF
COMMON STOCK NET OF BROKERAGE COMMISSIONS AND SERVICE FEES AS DESCRIBED BELOW.
CHECK OR MONEY ORDER. Optional cash investments made by check or
money order must be accompanied by a completed Plan Transaction Form and
received by the Plan Administrator no later than one business day prior to an
investment date to be invested on that investment date; otherwise, optional cash
investments will be held by the Plan Administrator for investment on the next
investment date. Optional cash investments made by check or money order must be
payable to "Norwest Shareowner Services" in U.S. funds.
ELECTRONIC FUNDS TRANSFER. In addition to making optional cash
investments by check or money order, participants may authorize automatic
monthly electronic funds transfers from designated bank accounts.
Participants' bank accounts are debited on the 15th day of each month or, if
that day is not a business day, the business day next following the 15th day.
Funds are invested on the next investment date following collection of the
funds by the Plan Administrator. Participants do not receive any
confirmation of the transfer of funds other than as reflected in their
monthly Plan account statements and in their bank account statements.
To authorize electronic funds transfers, complete and sign the
automatic funds transfer section of the Plan Authorization Form and return it to
the Plan Administrator together with a voided blank check or deposit slip for
the account from which funds are to be transferred. Your automatic funds
transfers will begin as soon as practicable after the Plan Administrator
receives the authorization form. You may change the amount of your monthly
transfer or terminate your monthly transfer altogether by completing an EFT
Authorization Form and returning it to the Plan Administrator or by contacting
the Plan Administrator toll free at (888) 291-3713. To be effective with
respect to a particular investment date, your change or termination request must
be received by the Plan Administrator at least fifteen business days prior to
the investment date.
INVESTMENT DATES.
DIVIDEND REINVESTMENT. Cash dividends are reinvested on the
applicable dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
OPTIONAL CASH INVESTMENTS. Optional cash investments are made on
(a) Thursday of each week or, if Thursday is not a business day, the business
day next following Thursday or (b) in any week in which a cash dividend is
paid, the dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING
THEIR INVESTMENT IN COMMON STOCK.
<PAGE>
ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE INITIAL CASH INVESTMENT,
ARE SUBJECT TO THE COLLECTION BY THE PLAN ADMINISTRATOR OF FULL FACE VALUE IN
U.S. FUNDS.
SOURCE OF SHARES. Shares purchased by participants under the Plan are
treasury or new issue Common Stock that Norwest has registered under the
Securities Act or Common Stock purchased by the Independent Agent in the open
market or in negotiated transactions. The Independent Agent purchases shares in
the open market or in negotiated transactions as soon as practicable (but in no
event more than 15 calendar days) after the applicable investment date, subject
to any waiting periods required under applicable securities laws or stock
exchange regulations. Norwest determines the source or sources of shares used
to fulfill Plan requirements and, subject to certain regulatory restrictions on
the frequency with which it can change its determination, may change such
determination from time to time without notice to Plan participants. Norwest
expects that generally all Plan purchases will be effected in open market
transactions.
PRICE OF SHARES. The price per share of treasury or new issue Common Stock
is the average of the high and low sale prices of the Common Stock (as reported
on the New York Stock Exchange Composite Tape) on the applicable investment date
or, if the New York Stock Exchange is closed on the investment date, on the next
preceding day the New York Stock Exchange is open. The price of shares
purchased in the open market or in negotiated transactions is the weighted
average price at which the shares are actually purchased for the applicable
reinvestment date. The Plan Administrator may in its discretion commingle
participants' funds for the purpose of forwarding purchase orders to the
Independent Agent and may offset purchase and sale orders for the same
investment date, forwarding to the Independent Agent the net purchase or sale
requirement. Because the prices at which shares are purchased under the Plan
are determined as of specified dates or as of dates otherwise beyond the control
of participants, participants may lose any advantage otherwise available from
being able to select the timing of their investment.
BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS
ACCOUNT SET-UP. Persons who are not registered holders of Common Stock,
including persons authorizing automatic monthly cash investments, are charged a
one-time account set-up fee of $10. The fee must be paid by check or money
order and is due at the time of enrollment. The fee is in addition to the
minimum initial cash investment.
BROKERAGE COMMISSIONS. In addition to the service fees described below,
participants pay a brokerage commission of $0.03 for each share of Common
Stock purchased or sold for their Plan account in open market transactions,
even if a purchase or sale order is used to offset another Plan order.
Norwest expects that generally all Plan purchases and sales will be effected
in open market transactions. Brokerage commissions payable with respect to
Plan purchases are deducted from the amount invested on behalf of
participants. Brokerage commissions payable with respect to Plan sales are
deducted from the proceeds payable to participants.
SERVICE FEES. For each dividend reinvestment transaction, participants pay
a service fee equal to 4% of the cash dividend reinvested up to a maximum of $4
per transaction. For each optional cash investment made by check or money
order, participants pay a service fee of $3, and for each optional cash
investment made by automatic electronic funds transfer, participants pay a
service fee of $1. Dividend reinvestment and optional cash investment service
fees are in addition to brokerage commissions and are deducted from the amount
invested on behalf of participants. Participants pay a service fee of $10 in
connection with sales of Plan shares. The service fee is in addition to
brokerage commissions and is deducted from the proceeds payable to the
selling participant.
GIFT CERTIFICATES. Participants who request gift certificates to
evidence cash investments or transfers made for others are charged a fee of
$10 for each certificate. Participants may pay the fee either by submitting a
check or money order to the Plan Administrator or by instructing the Plan
Administrator to deduct the fee from the initial cash investment.
COMMISSIONS AND FEES SUBJECT TO CHANGE. Norwest may change from time to
time the amount of commissions and fees charged participants upon 30 days'
prior notice to participants.
<PAGE>
ACCOUNT STATEMENTS
The Plan Administrator maintains an account for each Plan participant and
sends account statements to each participant as soon as practicable after each
quarterly dividend reinvestment and each monthly optional cash investment and
after any transfer, sale or withdrawal of Plan shares. The account statements
provide participants with records of their purchases and sales and should be
retained for tax purposes.
SHARE CERTIFICATES
Plan purchases are credited to each participant's account and shown on the
participant's account statement. Participants do not receive certificates for
their Plan shares unless requested. This protects against loss, theft or
destruction of stock certificates and reduces Norwest's administrative costs
associated with the Plan. Participants may obtain certificates for some or all
full Plan shares at any time by submitting a Plan Transaction Form to the Plan
Administrator or contacting the Plan Administrator toll free at (888) 291-3713.
Any remaining full and fractional shares continue to be credited to
participants' accounts. Certificates for fractional shares are not issued under
any conditions.
SHARE SAFEKEEPING
At any time beginning with enrollment in the Plan, participants may
deposit with the Plan Administrator certificates representing shares of
Common Stock, whether or not the shares were acquired under the Plan, at no
cost to participants. To use this service, participants must send their
certificates to the Plan Administrator with a properly completed Plan
Authorization Form or Plan Transaction Form. Shares represented by
certificates deposited with the Plan Administrator are credited to
participants' accounts and are thereafter treated as if acquired under the
Plan. Participants are responsible for maintaining their own records of the
cost basis of certificated shares deposited with the Plan Administrator.
Beneficial owners of Common Stock registered in street or other nominee name
may in certain cases be able to electronically transfer their shares from
their existing account to a Plan account. Beneficial owners who want to take
advantage of this service should contact the Plan Administrator to obtain
transfer instructions.
Norwest strongly recommends that participants use registered or certified
mail to mail their certificates to the Plan Administrator, insuring the
certificates for 2% of the current market value of the shares represented
thereby. In any case, participants bear the full risk of loss, regardless of
the method used, in the event the certificates are lost.
PARTICIPANTS SHOULD NOT ENDORSE THEIR CERTIFICATES PRIOR TO MAILING.
GIFTS OF SHARES AND SHARE TRANSFERS WITHIN PLAN
Participants may purchase shares of Common Stock for others by making
cash investments on their behalf. To do this, you need only complete a Plan
Authorization Form in the name of the recipient and return the completed form
to the Plan Administrator together with the one-time account set-up fee of
$10 and either an initial investment of at least $250 or an authorization for
automatic monthly cash investments of at least $25.
Plan shares also may be transferred to a Plan account of another person
subject to compliance with any applicable laws. To do this, participants must
complete a Plan Transaction Form and return the completed Plan Transaction Form,
together with an executed stock assignment, to the Plan Administrator. The
signature of the transferring participant on the stock assignment must be
Medallion guaranteed by an eligible financial institution. Stock assignments
can be obtained from the Plan Administrator. If the person to whom the shares
are gifted or transferred is not a participant in the Plan, the Plan
Administrator will automatically open an account for the person and enroll him
or her in the Plan.
<PAGE>
Participants may not pledge or grant a security interest in Plan shares or
transfer Plan shares outside of the Plan unless certificates representing the
shares have been issued by the Plan Administrator.
SALE OF SHARES
Participants may sell some or all of their Plan shares by submitting the
appropriate information on the Plan Transaction Form or by submitting a
written request to the Plan Administrator. If the current market value of the
shares requested to be sold is $25,000 or less, and the participant has
previously authorized telephone transactions, a participant may sell Plan
shares by contacting the Plan Administrator toll free at (888) 291-3713. The
Plan Administrator may match or offset participants' sales orders against one
or more purchase orders of other participants in the Plan. If not offset,
the Independent Agent executes the order on behalf of the participant in the
open market or in negotiated transactions. The Independent Agent may sell
Plan shares to Norwest. After settlement of the sale, the Plan Administrator
will send the participant a check for the net proceeds of the sale. The net
proceeds received by the participant are based on the weighted average price
at which the shares were sold less brokerage commissions, service fees
charged by the Plan Administrator, and applicable transfer taxes.
TERMINATION
Participants may terminate their participation in the Plan by submitting
the appropriate information on a Plan Transaction Form or by submitting a
written request to the Plan Administrator. If the current market value of a
participant's Plan account is $25,000 or less, and the participant has
previously authorized telephone transactions, a participant may terminate his
or her participation in the Plan by contacting the Plan Administrator toll
free at (888) 291-3713. Termination requests must be received by the Plan
Administrator on or before the record date to be effective as to the next
cash dividend. In addition, termination requests of participants making
optional cash investments by electronic funds transfers must be received by
the Plan Administrator at least 15 business days prior to the scheduled
investment date to ensure that the request is effective as to the next
optional cash investment.
Upon termination of a participant's participation in the Plan, unless the
participant has requested on the Plan Transaction Form that some or all Plan
shares be sold, the Plan Administrator will send the participant a
certificate representing the number of full shares in the participant's Plan
account and a check in the amount of the market value of any fractional
share. If a participant so requests on the Plan Transaction Form, the
Independent Agent will sell some or all Plan shares on behalf of the
participant. After settlement of the sale, the Plan Administrator will send
the participant a check in the amount of the net proceeds of the sale (plus
the market value of any fractional Plan share) and a certificate representing
any full Plan shares not sold. The net proceeds received by the participant
will be based on the weighted average price at which the shares were sold less
brokerage commissions, service fees charged by the Plan Administrator and
applicable transfer taxes.
After termination, previous participants may re-enroll in the Plan by
submitting a new Plan Authorization Form and complying with all other enrollment
procedures (SEE "ENROLLMENT AND PARTICIPATION"). In order to minimize
unnecessary Plan administrative costs and to encourage use of the Plan as a
long-term investment vehicle, Norwest reserves the right to deny participation
in the Plan to previous participants who Norwest or the Plan Administrator
believes have been excessive in their enrollment and termination.
<PAGE>
OTHER INFORMATION
STOCK DIVIDENDS AND STOCK SPLITS. Stock dividends or split shares issued
by Norwest on Plan shares are credited to participants' accounts. Stock
dividends or split shares issued with respect to certificated shares held by
participants are mailed directly to participants in the same manner as to
stockholders who are not participating in the Plan. Cash dividends paid on the
shares issued as stock dividends or stock splits are automatically reinvested in
accordance with the dividend reinvestment option then elected.
DIVIDEND AND VOTING RIGHTS. Dividend and voting rights of shares
purchased under the Plan commence upon settlement of the transaction, which
normally is three business days after purchase. Shares of Common Stock
purchased on or within two business days prior to a dividend record date are
considered "ex-dividend" and therefore not entitled to payment of that
dividend.
VOTING OF PLAN SHARES. For each meeting of stockholders, participants
receive proxy materials that allow them to vote their Plan shares by proxy.
Alternatively, participants can elect to vote their Plan shares in person at the
meeting.
LIMITATION OF LIABILITY. In administering the Plan, neither Norwest, the
Plan Administrator nor the Independent Agent is liable for any good faith act
or omission to act, including but not limited to any claim of liability (a)
arising out of the failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death, (b)
with respect to the prices or times at which shares are purchased or sold, or
(c) as to the value of the shares acquired for participants. Norwest
reserves the right to interpret and regulate the Plan as it deems necessary
or advisable in connection with the Plan's operations.
MODIFICATION OR TERMINATION OF THE PLAN. Norwest may suspend, modify or
terminate the Plan at any time in whole or in part or with respect to
participants in certain jurisdictions. Notice of such suspension, modification
or termination will be sent to all affected participants. No such event will
affect any shares then credited to a participant's account. Upon any whole or
partial termination of the Plan by Norwest, each affected participant will
receive a certificate for all full Plan shares and a check in the amount of the
market value of any fractional Plan share.
DENIAL OR TERMINATION OF PARTICIPATION BY NORWEST. At the direction of
Norwest, the Plan Administrator may terminate a participant's participation in
the Plan if the participant does not own at least one full share in the
participant's name or held through the Plan. Norwest also reserves the right to
deny, modify, suspend or terminate participation in the Plan by otherwise
eligible persons to the extent Norwest deems it advisable or necessary in its
discretion to comply with applicable laws or to eliminate practices that are not
consistent with the purposes of the Plan. Participants whose participation in
the Plan is terminated will receive certificates for all full Plan shares and a
check in the amount of the market value of any fractional Plan share.
FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE INFORMATION IS NOT INTENDED TO
BE A COMPLETE DESCRIPTION OF ALL SUCH CONSEQUENCES, NOR IS IT INTENDED TO BE A
DESCRIPTION OF ANY KIND OF THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES
MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS AND/OR COURT
DECISIONS. FOR THAT REASON, PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES, AS WELL AS THE STATE, LOCAL
AND FOREIGN INCOME TAX CONSEQUENCES, OF PARTICIPATION IN THE PLAN.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES.
DIVIDEND INCOME. Reinvested dividends are treated for federal income tax
purposes as if participants had received the dividends in cash on the
applicable dividend payment date. Brokerage commissions paid by Norwest on
behalf of participants are treated as taxable dividend income to participants
and reported accordingly.
COST BASIS OF SHARES. For federal income tax purposes, the cost basis of
shares purchased with reinvested dividends or optional cash investments is the
purchase price of the shares net of any brokerage commissions paid by the
participant in connection with open market purchases.
GAINS AND LOSSES FROM THE SALE OF SHARES. Participants do not realize any
taxable income from the issuance of certificates representing Plan shares.
Participants may realize gain or loss, however, at the time the shares are sold
by the Independent Agent or by the participants after withdrawal of the shares
from the Plan. The amount of realized gain or loss, if any, is based on the
difference between the amount the participant receives for the shares and the
cost basis of the shares.
IRS REPORTS. The Plan Administrator reports dividend income to
participants and the IRS on Form 1099-DIV. The Plan Administrator reports the
proceeds from the sale of Plan shares to the selling participants and the IRS on
Form 1099-B.
DIVIDENDS SUBJECT TO WITHHOLDING.
A participant's dividends are subject to federal withholding if the
participant fails to provide a taxpayer identification number to the Plan
Administrator. Dividends of participants residing in certain foreign countries
may also be subject to federal withholding. In any case in which federal income
taxes are required to be withheld, the Plan Administrator will reinvest an
amount equal to the dividends less the amount of tax withheld. For IRS
reporting purposes, the amount of the dividend withheld is included in the
dividend income.
USE OF PROCEEDS
The proceeds from the sales of treasury or new issue Common Stock pursuant
to the Plan are expected to be used for general corporate purposes. Norwest has
no basis for estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the Plan or the prices at which such shares will
be sold.
EXPERTS
The consolidated financial statements of Norwest Corporation 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.
<PAGE>
TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents by Reference
Norwest
Description of the Plan
Purposes
Features
Considerations
Administration
Forms
Eligibility
Enrollment and Participation
Investments
Brokerage Commissions, Service Fees and Other Costs
Account Statements
Share Certificates
Share Safekeeping
Gifts of Shares and Share Transfers Within Plan
Sale of Shares
Termination
Other Information
Federal Income Tax Information
Federal Income Tax Consequences
Dividends Subject to Withholding
Use of Proceeds
Experts
-----------------
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF NORWEST SINCE THE DATE HEREOF. NO DEALER, BROKER, SALES
REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED IN THIS
PROSPECTUS, AND INFORMATION OR REPRESENTATIONS NOT HEREIN CONTAINED, IF GIVEN
OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NORWEST. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
PROSPECTUS
[NORWEST LOGO]
DIVIDEND REINVESTMENT
AND COMMON STOCK
PURCHASE PLAN
<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
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on August 30, 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
Amendment No. 1 to Registration Statement has been signed on August 30, 1996
by the following persons in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- ------------------------------ Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- -----------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
-------------------------------
Richard M. Kovacevich
Attorney-in-Fact
