<PAGE>
As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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/
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock (par 2,000,000 $33.94(3) 67,880,000 $23,407(4)
value $1-2/3 Shares(2)
per share)(1)
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Includes 500,000 shares previously registered pursuant to registrant's
registration statement on Form S-3 filed May 24, 1996
File No. 333-04473), which shares are being carried forward to this
registration statement pursuant to Rule 429.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
(4) Includes $6,196 previously paid in connection with securities previously
registered and being carried forward to this registration statement (see
note (2) above).
--------------------------------
<PAGE>
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
The Prospectus included in this registration statement also relates to the
registrant's registration statement on Form S-3 filed with the Commission on May
24, 1996 (File No. 333-04473).
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<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K, ITEM 501(B)
FORM S-3 ITEM PROSPECTUS HEADING
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus. . . . . . . . . . . . . . Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . Available Information;
Incorporation of
Certain Documents by
Reference; Table of Contents
3. Summary Information, Risk Factors,
Ratio of Earnings to Fixed Charges. . Norwest
4. Use of Proceeds . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . *
6. Dilution *
7. Selling Security Holders. . . . . . . *
8. Plan of Distribution. . . . . . . . . Description of the Plan
9. Description of Securities to be
Registered. . . . . . . . . . . . . . Outside Front Cover Page of
Prospectus; Incorporation of
Certain Documents by Reference
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . Experts
11. Material Changes . . . . . . . . . . Incorporation of Certain Documents
by Reference
12. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . Incorporation of Certain Documents
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . Part II
<PAGE>
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 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 [name of Independent
Agent(s)].
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
----------------------
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.
----------------------
The date of the Prospectus is August 1, 1996.
<PAGE>
AVAILABLE INFORMATION
Norwest is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The reports, proxy statements and other information filed by
Norwest with the Commission can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
materials can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
Reports, proxy statements and other information 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 (the "Registration
Statement") with the Commission registering under the Securities Act of 1933, as
amended, 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 report on Form 10-Q for the quarter ended March 31, 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 Corporate
Secretary, Norwest Corporation, Norwest Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-1026, telephone (612) 667-8655.
<PAGE>
NORWEST
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 Securities and Exchange Commission (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 occasionally or at weekly or less frequent regular
intervals, as participants desire.
- 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.
<PAGE>
Upon request, participants can obtain, at a nominal cost, gift
certificates for presentation to the recipients of the gifts or
transfers.
- SHARE SAFEKEEPING--Participants can 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
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 of shares purchased in the open market
or in negotiated transactions will be 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--Funds for optional cash
investments made by electronic funds transfers are withdrawn from
participants' accounts four business days prior to the investment
date. No interest will be paid on optional cash investments
pending their investment in Common Stock.
ADMINISTRATION
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)
___-____.
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
<PAGE>
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, authorize electronic funds transfers at the time of enrollment, or
deposit your share certificates with the Plan Administrator at the time of
initial enrollment. 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 & 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 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 (SEE "NONSTOCKHOLDERS" BELOW).
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.
<PAGE>
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 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 cash dividends paid on
shares of Common Stock then or subsequently registered in your name, as
declared, by check or direct deposit, 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 Friday of February, May, August and
November, respectively, have normally 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
must receive your Plan Authorization Form by the first Friday of May.
<PAGE>
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.
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. Transfers
will be initiated electronically four business days prior to the investment
date. Participants will 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 returning the 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.
CHECK OR MONEY ORDER. Optional cash investments by check or
money order 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.
ELECTRONIC FUNDS TRANSFER. Optional cash investments by
electronic funds transfers are made on the [third] [Thursday] of each month or,
if that day is not a business day, the business day next following the [third]
[Thursday] of each month.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING
THEIR INVESTMENT IN COMMON STOCK. PARTICIPANTS SHOULD TRANSMIT THEIR OPTIONAL
CASH INVESTMENTS
<PAGE>
BY CHECK AND MONEY ORDER SO AS TO REACH THE PLAN ADMINISTRATOR SHORTLY--BUT NO
LATER THAN ONE BUSINESS DAY--PRIOR TO AN INVESTMENT DATE. THE PLAN
ADMINISTRATOR INITIATES ALL ELECTRONIC FUNDS TRANSFERS FOUR BUSINESS DAYS PRIOR
TO AN INVESTMENT DATE.
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 AND SERVICE FEES
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. 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. 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.
GIFT CERTIFICATES. Participants who request gift certificates to evidence
cash investments 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.
FEES SUBJECT TO CHANGE. Norwest may change from time to time the amount of
one or more of the 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 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
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 attached to one of their
account statements 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 Program Administrator toll
free at (888) 291-3713. The Plan Administrator may match or offset the
participants' sales order 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 sends the participant a check for
the proceeds of the sale. The proceeds received by the participant are based on
the weighted average price at which the shares were sold (net of brokerage
commissions and service charges 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 Program 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 by at least the 10 business days prior to the scheduled investment
date to be 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 proceeds of the sale (plus the market value of any fractional Plan
share) and a certificate representing any full Plan shares not sold. The
proceeds received by the participant will be based on the weighted average price
at which the shares are sold (net of brokerage commissions and service charges
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 days after purchase. Shares of Common Stock purchased within three
business days prior to and including 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, none of Norwest, the
Plan Administrator or 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. Participants in the Plan are treated for federal income
tax purposes as having received on the dividend payment date a cash dividend
equal in amount to the fair market value (as of the dividend payment date) of
the shares acquired with reinvested dividends.
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
Purpose
Features
Considerations
Administration
Forms
Eligibility
Enrollment and Participation
Investments
Brokerage Commissions and Service Fees
Account Statements
Share Certificates
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 IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
PROSPECTUS
[NORWEST LOGO]
DIVIDEND REINVESTMENT
AND COMMON STOCK
PURCHASE PLAN
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee $23,407(1)
Accounting Fees and Expenses 1,500*
Printing Expense 50,000*
Miscellaneous 2,000*
Total $76,907*
------------
(1) Includes $6,196 previously paid
* Estimate
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 Norwest's Restated Certificate of
Incorporation provides for broad indemnification of directors and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS:
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 (File No. 1-2979)).
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 (File No. 1-2979)).
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 (File No. 1-2979)).
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 (File
No. 1-2979)).
3.1.4 -- 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 (File No. 1-2979)).
II-1
<PAGE>
3.2 -- By-Laws, as amended (incorporated by reference to Exhibit 4(c) to
Norwest's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1991 (File No. 1-2979)).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A dated December 6, 1988).
4.1 -- Certificate of Adjustment, dated July 21, 1989, to Rights
Agreement (incorporated by reference to Exhibit 3 to Norwest's
Form 8 dated July 21, 1989 (File No. 1-2979)).
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 (File No. 1-2979)).
5 -- Opinion of Stanley S. Stroup, counsel to Norwest.
23.1 -- Consent of Stanley S. Stroup (included as part of Exhibit 5 filed
herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
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) (Section 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.
II-2
<PAGE>
(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.
(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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on August 1, 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, the
Registration Statement has been signed on August 1, 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
II-4
<PAGE>
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MINNEAPOLIS, STATE OF
MINNESOTA, ON THE 1ST DAY OF AUGUST, 1996.
NORWEST CORPORATION, as administrator
By: /s/ Stephen W. Hansen
------------------------------------
Stephen W. Hansen
Executive Vice President Human Resources
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Form of
Number Description* Filing
------ ----------- --------
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 (File No. 1-2979)).
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 (File No. 1-2979)).
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
(File No. 1-2979)).
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 (File No. 1-2979)).
3.1.4 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 (File No. 1-2979)).
3.2 By-Laws, as amended (incorporated by reference to
Exhibit 4(c) to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1991 (File
No. 1-2979)).
4 Rights Agreement, dated as of November 22,
1988, between Norwest Corporation and
Citibank, N.A. (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A dated
December 6, 1988 (File No. 1-2979)).
4.1 Certificate of Adjustment, dated July 21, 1989, to
Rights Agreement (incorporated by reference to
Exhibit 3 to Norwest's Form 8 dated July 21, 1989
(File No. 1-2979)).
<PAGE>
Exhibit Form of
Number Description* Filing
------ ----------- --------
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 (File No. 1-2979)).
5 Opinion of Stanley S. Stroup, counsel to Norwest. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part of
Exhibit 5 filed herewith).
23.2 Consent of KPMG Peat Marwick LLP. Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
<PAGE>
EXHIBIT 5
[LETTERHEAD OF STANLEY S. STROUP]
August 1, 1996
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of up to 1,500,000 shares of the common stock, par value
$1-2/3 per share (the "Shares"), of Norwest Corporation, a Delaware corporation
(the "Corporation"), which may be issued by the Corporation pursuant to the
Corporation's Dividend Reinvestment and Common Stock Purchase Plan or any
successor plan thereto, as such plan or successor plan may be amended from time
to time, 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. The Corporation is a corporation duly organized and existing under the
laws of the State of Delaware.
2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance of the Shares, and, when issued as described in
the Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
<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
August 1, 1996
Minneapolis, Minnesota
<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, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ David A. Christensen
------------------------------
David A. Christensen
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Gerald J. Ford
------------------------------
Gerald J. Ford
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Pierson M. Grieve
------------------------------
Pierson M. Grieve
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Charles M. Harper
------------------------------
Charles M. Harper
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ William A. Hodder
------------------------------
William A. Hodder
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Lloyd P. Johnson
------------------------------
Lloyd P. Johnson
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Reatha Clark King
------------------------------
Reatha Clark King
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Richard M. Kovacevich
------------------------------
Richard M. Kovacevich
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Richard S. Levitt
------------------------------
Richard S. Levitt
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Richard D. McCormick
------------------------------
Richard D. McCormick
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Cynthia H. Milligan
------------------------------
Cynthia H. Milligan
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Benjamin F. Montoya
------------------------------
Benjamin F. Montoya
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Ian M. Rolland
------------------------------
Ian M. Rolland
<PAGE>
NORWEST CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, JOHN T. THORNTON, STANLEY S.
STROUP 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
one or more Registration Statements 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 2,000,000 shares of Common Stock of the Corporation which may
be issued pursuant to the Dividend Reinvestment and Optional Cash Payment Plan
or any successor plan thereto, as such plan or successor plan may be amended
from time to time, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of February, 1996.
/s/ Michael W. Wright
------------------------------
Michael W. Wright
