SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 14, 1997
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-667-1234
<PAGE>
ITEM 5. Other Events.
RECENT OPERATING RESULTS
Norwest Corporation's ("Norwest") net income for the quarter ended March 31,
1997 was $321.9 million, or 84 cents per fully diluted common share, an
increase of 18.6 percent and 13.5 percent, respectively, over the $271.4
million or 74 cents per fully diluted common share, earned in the first
quarter of 1996. Return on realized common equity was 22.7 percent and return
on assets was 1.63 percent for the first quarter of 1997, compared with 22.7
percent and 1.51 percent, respectively, in the same period of 1996.
Consolidated net interest income in the first quarter of 1997 was $958.3
million, compared with $890.8 million in the first quarter of 1996, an
increase of 7.6 percent. Growth from the prior year was principally due to an
8.8 percent growth in average earning assets, partially offset by a 7 basis
point decrease in net interest margin from 5.69 percent to 5.62 percent.
Norwest provided $109.0 million for credit losses in the first quarter of
1997, or 111 basis points of average loans and leases on an annualized basis.
This compares with $87.8 million or 95 basis points in the same period a year
ago. Net credit losses totaled $112.0 million in the first quarter of 1997, up
from $85.5 million in the first quarter of 1996 principally due to higher
levels of charge-offs in regions which have had acquisitions and higher
consumer credit charge-offs. As a percent of average loans and leases, net
credit losses were 114 basis points in the first quarter of 1997, compared
with 93 basis points in the same period a year ago.
Non-performing assets totaled $223.6 million at March 31, 1997, an increase of
$23.6 million from year-end 1996. As a percent of loans, leases and other
real estate owned, non-performing assets were 0.55 percent at March 31, 1997,
compared with 0.58 percent at the same time last year. Reserve coverage of
non-performing assets was 475.3 percent at March 31, 1997, and the allowance
for credit losses was 2.63 percent of loans and leases.
Consolidated non-interest income was $690.6 million in the first quarter of
1997, an increase of $137.8 million, or 24.9 percent, from the first quarter
of 1996. Contributing to the 1997 increase was continued growth in virtually
all categories, including trust, fees and service charges, insurance and
mortgage banking revenues, partially offset by lower net venture capital
gains.
Consolidated non-interest expenses were $1,047.5 million in the first quarter
of 1997. These expenses increased 11.1 percent over the first quarter of
1996, principally due to increased operating expenses associated with
acquisitions and one-time acquisition charges of $4.6 million related to
completed 1997 transactions.
Norwest's Banking Group reported earnings of $226.5 million in the first
quarter of 1997, 25.0 percent above first quarter 1996 earnings of $181.2
million. The increased earnings were principally due to growth in trust and
insurance revenues, and fees and service charges, partially offset by lower
venture capital gains and increased non-interest expenses due to acquisitions.
-2-
<PAGE>
At March 31, 1997, Norwest Venture Capital had net unrealized appreciation in
its investment portfolio of $192.2 million.
Mortgage Banking earned $33.8 million in the current quarter, compared with
$30.4 million in the first quarter of 1996. Combined gains on sales of
mortgages and servicing rights in the first quarter of 1997 amounted to $31.7
million, compared with $9.4 million in the same quarter last year. The
pipeline of unclosed mortgage loans was $9.7 billion at March 31, 1997,
compared with $8.8 billion at March 31, 1996. Mortgage loan originations were
$10.4 billion in the first quarter of 1997, compared with $11.7 billion in the
first quarter of 1996. The servicing portfolio increased $72.5 billion from
the first quarter of 1996 and $4.9 billion from year-end 1996, and at
March 31, 1997 totaled $184.6 billion with a weighted average interest rate of
7.76 percent. Capitalized mortgage servicing rights amounted to $2.7 billion,
or 147 basis points of the mortgage servicing portfolio at March 31, 1997.
Norwest Financial reported first quarter 1997 net income of $61.6 million, an
increase of 2.9 percent from first quarter 1996 earnings of $59.8 million.
The increase in Norwest Financial's earnings above first quarter of 1996 was
principally due to higher net interest income as average finance receivables
grew 4.3 percent. Norwest Financial's net charge-offs in the first quarter of
1997 were $67.0 million, compared with $55.8 million in the first quarter of
1996.
At March 31, 1997, consolidated total assets were $83.6 billion, compared with
$80.2 billion at December 31, 1996. Consolidated loans and leases, net of
unearned discount, increased 2.5 percent from December 31, 1996, and totaled
$40.4 billion at March 31, 1997. Consolidated total deposits were $52.0
billion at March 31, 1997, compared with $50.1 billion at December 31, 1996.
Consolidated long-term debt at March 31, 1997 was $12.0 billion, compared with
$13.1 billion at year-end 1996. Consolidated stockholders' equity was $6.2
billion at March 31, 1997, compared with $6.1 billion at December 31, 1996.
Tier 1 and total capital ratios were 8.42 percent and 10.19 percent,
respectively, at March 31, 1997, compared with 8.63 percent and 10.42 percent,
respectively, at December 31, 1996. The leverage ratio was 6.07 percent at
March 31, 1997 and 6.15 percent at December 31, 1996. Dividends declared per
common share were 30 cents for the first quarter of 1997, compared with 24
cents for the same period of 1996. The dividend payout ratio was 35.7 percent
and 32.4 percent for the three months ended March 31, 1997 and 1996,
respectively.
ITEM 7. Exhibits.
Filed herewith as Exhibit 3 is the Certificate of Designations with respect to
the 1997 ESOP Cumulative Convertible Preferred Stock, as filed in the Office
of the Delaware Secretary of State on February 24, 1997.
-3-
<PAGE>
Exhibit
The following exhibit is filed in response to Item 601 of Regulation S-K.
Exhibit No. Exhibit
3 Certificate of Designations with respect to the
1997 ESOP Cumulative Convertible Preferred
Stock.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Norwest Corporation
(Registrant)
Dated: April 21, 1997 By: \s\ Michael A. Graf
Senior Vice President and
Controller
(Principal Accounting Officer)
-5-
NORWEST CORPORATION
___________________________________
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
___________________________________
1997 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
(Without Par Value)
___________________________________
NORWEST CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"),
HEREBY CERTIFIES that the following resolution was duly
adopted by the Board of Directors of the Corporation (the
"Board"), pursuant to authority conferred upon the Board by
the provisions of the Restated Certificate of Incorporation
of the Corporation, as amended, which authorizes the
issuance of up to 5,000,000 shares of Preferred Stock,
without par value (the "Preferred Stock"), at a meeting of
the Board duly held on February 24, 1997:
RESOLVED that the issuance of a series of Preferred Stock,
without par value, of the Corporation is hereby authorized
and the designation, voting powers, preferences, and
relative, participating, optional, and other special rights,
and qualifications, limitations and restrictions thereof, in
addition to those set forth in the Restated Certificate of
Incorporation of the Corporation, as amended, are hereby
fixed as follows:
1997 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
1. Designation and Number of Shares; Restricted Issue.
(a) The designation of the series of Preferred Stock,
without par value, provided for herein shall be "1997 ESOP
Cumulative Convertible Preferred Stock" (hereinafter
referred to as the "1997 ESOP Preferred Stock") and the
number of authorized shares constituting the 1997 ESOP
Preferred Stock is 51,700, based on an offering price for
the 1997 ESOP Preferred Stock of $1,040.00 per share. Each
share of 1997 ESOP Preferred Stock shall have a stated value
of $1,000.00 per share. The number of authorized shares of
1997 ESOP Preferred Stock may be reduced by further
resolution duly adopted by the Board or the Securities
Committee and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of
Delaware stating that such reduction has been so authorized,
provided, however, that the authorized number of shares of
1997 ESOP Preferred Stock shall not be decreased below the
then outstanding number of such shares, and provided further
that the number of authorized shares of 1997 ESOP Preferred
Stock shall not be increased. All shares of the 1997 ESOP
<PAGE>
Preferred Stock purchased, redeemed, or converted by the
Corporation shall be retired and canceled and shall be
restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series, and may
thereafter be issued, but not as shares of 1997 ESOP
Preferred Stock.
(b) Shares of 1997 ESOP Preferred Stock shall be issued
only to a trustee (the "Trustee") acting on behalf of the
Norwest Corporation Savings Investment Plan and Master
Savings Trust, or any successor to such plan (the "Plan").
All references to the holder of shares of 1997 ESOP
Preferred Stock shall mean the Trustee or any company with
which or into which the Trustee may merge or any successor
trustee under the trust agreement with respect to the Plan.
In the event of any transfer of record ownership of shares
of 1997 ESOP Preferred Stock to any person other than any
successor trustee under the Plan, the shares of 1997 ESOP
Preferred Stock so transferred, upon such transfer and
without any further action by the Corporation or the holder
thereof, shall be automatically converted into shares of the
common stock, par value $1-2/3 per share, of the Corporation
(the "Common Stock") on the terms otherwise provided for the
conversion of the shares of 1997 ESOP Preferred Stock into
shares of Common Stock pursuant to paragraph (a) of Section
4 hereof and no such transferee shall have any of the voting
powers, preferences, and relative, participating, optional
or special rights ascribed to shares of 1997 ESOP Preferred
Stock hereunder but, rather, only the powers and rights
pertaining to the Common Stock into which such shares of
1997 ESOP Preferred Stock shall be so converted. In the
event of such a conversion, the transferee of the shares of
1997 ESOP Preferred Stock shall be treated for all purposes
as the record holder of the shares of Common Stock into
which such shares of 1997 ESOP Preferred Stock have been
automatically converted as of the date of such transfer.
Certificates representing shares of 1997 ESOP Preferred
Stock shall bear a legend to reflect the foregoing
provisions. Notwithstanding the foregoing provisions of
this paragraph (b) of Section 1, shares of 1997 ESOP
Preferred Stock (i)(A) shall be converted into shares of
Common Stock as provided in paragraph (a) of Section 4
hereof, and (B) may be converted into shares of Common Stock
as provided by paragraph (b) of Section 4 hereof and the
shares of Common Stock issued upon such conversion may be
transferred by the holder thereof as permitted by law and
(ii) shall be redeemable by the Corporation upon the terms
and conditions provided in Sections 5 and 6(c) hereof.
2. Voting Rights. No shares of 1997 ESOP Preferred Stock
shall have voting rights except such voting rights as may
from time to time be required by law and as set forth in
this Section 2, as follows:
(a) Whenever, at any time or times, dividends payable on
shares of 1997 ESOP Preferred Stock shall be in arrears for
such number of dividend periods which shall in the aggregate
contain not less than 540 days, the holders of the
outstanding shares of 1997 ESOP Preferred Stock shall have
the exclusive right, voting together as a class with holders
of shares of any one or more other series of Preferred Stock
ranking on a parity with the shares of 1997 ESOP Preferred
Stock, either as to dividends or on the distribution of
2
<PAGE>
assets upon liquidation, dissolution or winding up, and upon
which like voting rights have been conferred and are
exercisable, to elect two directors of the Corporation at
the Corporation's next annual meeting of stockholders and at
each subsequent annual meeting of stockholders. At
elections for such directors, each holder of the shares of
1997 ESOP Preferred Stock shall be entitled to one vote for
each share held (the holders of shares of any other series
of Preferred Stock ranking on such a parity being entitled
to such number of votes, if any, for each share of Preferred
Stock held as may be granted to them). Upon the vesting of
such right of such holders, the maximum authorized number of
members of the Board shall automatically be increased by two
and the two vacancies so created shall be filled by vote of
the holders of such outstanding shares of 1997 ESOP
Preferred Stock (together with the holders of shares of any
one or more other series of Preferred Stock ranking on such
a parity and upon which like voting rights have been
conferred and are exercisable) as herein set forth. The
right of such holders of such shares of 1997 ESOP Preferred
Stock (voting together as a class with the holders of shares
of any one or more other series of Preferred Stock ranking
on such a parity and upon which like voting rights have been
conferred and are exercisable) to elect members of the Board
as aforesaid shall continue until such time as all dividends
accumulated on such shares of 1997 ESOP Preferred Stock
shall have been paid in full, at which time such right with
respect to such shares of 1997 ESOP Preferred Stock shall
terminate, except as herein or by law expressly provided,
subject to revesting in the event of each and every
subsequent default of the character above mentioned.
(b) Upon any termination of the right of the holders of all
shares of Preferred Stock entitled to vote for directors as
herein provided, the term of office of all directors then in
office elected by such holders voting as a class shall
terminate immediately. If the office of any director
elected by such holders voting as a class becomes vacant by
reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the remaining director
elected by such holders may choose a successor to fill such
vacancy, which such successor shall hold office for the
unexpired term in respect of which such vacancy occurred.
Whenever the term of office of the directors elected by such
holders voting as a class shall end and the special voting
powers vested in such holders as provided in this resolution
shall have expired, the number of directors shall be such
number as may be provided for in the By-laws of the
Corporation irrespective of any increase made pursuant to
the provisions of this resolution.
(c) So long as any shares of 1997 ESOP Preferred Stock
remain outstanding, the consent of the holders of the
outstanding shares of 1997 ESOP Preferred Stock and
outstanding shares of all other series of Preferred Stock
ranking on a parity with such shares of 1997 ESOP Preferred
Stock either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up and upon which
like voting rights have been conferred and are exercisable,
by a vote of at least two-thirds of all such outstanding
shares of 1997 ESOP Preferred Stock and such other series of
Preferred Stock voting together as a class, given in person
or by proxy, either in writing or at any special or annual
meeting called for the purpose, shall be necessary to
permit, effect or validate any one or more of the following:
3
<PAGE>
(I) the authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or
series of stock ranking prior to shares of 1997 ESOP
Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, dissolution or
winding up, or
(ii) the amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions
of the Restated Certificate of Incorporation or of the
resolutions set forth in a Certificate of Designations
designating shares of 1997 ESOP Preferred Stock and the
preferences and relative, participating, optional and other
special rights and qualifications, limitations and
restrictions thereof which would materially and adversely
affect any right, preference, privilege or voting power of
the shares of 1997 ESOP Preferred Stock or of the holders
thereof; provided, however, that any increase in the amount
of authorized Preferred Stock, or the creation and issuance
of other series of Preferred Stock, or any increase in the
amount of authorized shares of any series of Preferred
Stock, in each case ranking on a parity with or junior to
the shares of 1997 ESOP Preferred Stock with respect to the
payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed
to materially and adversely affect such rights, preferences,
privileges or voting powers.
(d) The foregoing voting provisions shall not apply if, at
or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all
outstanding shares of 1997 ESOP Preferred Stock shall have
been redeemed or sufficient funds shall have been deposited
in trust to effect such redemption.
3. Dividends. (a)(i) Holders of shares of 1997 ESOP
Preferred Stock will be entitled to receive, when and as
declared by the Board or a duly authorized committee
thereof, out of assets of the Corporation legally available
for payment, an annual cash dividend of $95.00 (the "Base
Dividend") per share, which Base Dividend shall be subject
to adjustment from time to time as provided in this Section
3.
(ii) The Base Dividend shall be adjusted, effective on
December 1, 1998 and on each December 1 thereafter until
December 1, 2006, as follows:
(1) If the Current Market Price (as hereinafter defined) of
one share of Common Stock on November 30 (or the next
preceding Trading Day (as hereinafter defined) if November
30 is not a Trading Day) of any year listed in the Dividend
Adjustment Table below is equal to the First Target Price
but less than the Second Target Price shown opposite that
year in such table, then holders of shares of the 1997 ESOP
Preferred Stock will be entitled to receive a cash dividend
for the immediately following twelve month period equal to
$100.00 per share (the "First Adjusted Dividend").
(2) If the Current Market Price of one share of Common
Stock on November 30 (or the next preceding Trading Day if
November 30 is not a Trading Day) of any year listed in the
Dividend Adjustment Table below is equal to or greater than
the Second Target Price shown opposite that year in such
table, then holders of shares of 1997 ESOP Preferred Stock
will be entitled to receive a cash dividend for the
4
<PAGE>
immediately following twelve month period equal to $105.00
per share (the "Second Adjusted Dividend").
(3) If the Current Market Price of one share of Common
Stock on November 30 (or next preceding Trading Day if
November 30 is not a Trading Day) of any year listed in the
Dividend Adjustment Table below is less than the First
Target Price shown opposite that year in such table, then
the holders of shares of 1997 ESOP Preferred Stock will be
entitled to receive a cash dividend for the immediately
following twelve month period equal to the Base Dividend.
Dividend Adjustment Table
Closing Price on 11/30 First Target Price Second Target Price
1998 $57.666 $64.503
1999 64.009 76.113
2000 71.050 89.813
2001 78.865 105.980
2002 87.540 125.056
2003 97.170 147.566
2004 107.859 174.128
2005 119.723 205.471
2006 132.893 242.456
(4) As an example of the adjustments described in
subparagraphs (1) through (3) above, if on November 30,
2000, the Current Market Price of one share of Common Stock
is $80.00, then the cash dividend payable for the
immediately following twelve month period per share of 1997
ESOP Preferred Stock would equal $100.00, with the first
quarterly payment of such $100.00 dividend to be made on
March 1, 2001. If on November 30, 2001, the Current Market
Price of one share of Common Stock is $110.00, then the cash
dividend payable for the immediately following twelve month
period per share of 1997 ESOP Preferred Stock would equal
$105.00, with the first quarterly payment of such $105.00
dividend to be made on March 1, 2002. If on November 30,
2002, the Current Market Price of one share of Common Stock
is $85.00, then the cash dividend payable for the
immediately following twelve month period per share of 1997
ESOP Preferred Stock would equal $95.00, with the first
quarterly payment of such $95.00 dividend to be made on
March 1, 2003.
(5) For purposes of this Section 3, the terms "First
Adjusted Dividend" and "Second Adjusted Dividend" are
sometimes referred to as an "Adjusted Dividend;" the term
"Current Market Price" shall have the meaning given to it in
Section 4(c)(iv); and the term "Trading Day" shall have the
meaning given to it in Section 4(c)(vi).
(iv) If one share of Common Stock in any year listed in the
Dividend Adjustment Table shall be changed into a different
number of shares or a different class of shares by reason of
any reclassification, recapitalization, split-up,
5
<PAGE>
combination, exchange of shares or readjustment, or if a
stock dividend thereon shall be declared with a record date
within such period, then the First Target Price and the
Second Target Price listed in such table for that year and
each subsequent year will be appropriately and
proportionately adjusted.
(v) Dividends payable on shares of the 1997 ESOP Preferred
Stock (whether such dividends are equal to the Base Dividend
or to an Adjusted Dividend) shall be payable quarterly on
March 1, June 1, September 1, and December 1 of each year,
commencing June 1, 1997. Dividends on shares of the 1997
ESOP Preferred Stock will be cumulative from the date of
initial issuance of such shares of 1997 ESOP Preferred
Stock. Dividends will be payable, in arrears, to holders of
record as they appear on the stock books of the Corporation
on such record dates, not more than 30 days nor less than 15
days preceding the payment dates thereof, as shall be fixed
by the Board or a duly authorized committee thereof. The
amount of dividends payable per share for each dividend
period shall be computed by dividing by four the Base
Dividend or the Adjusted Dividend, whichever is then
applicable. The amount of dividends payable for the initial
dividend period or any period shorter than a full dividend
period shall be calculated on the basis of actual days
elapsed in a 360-day year of twelve 30-day months.
(b)(i) No full dividends shall be declared or paid or set
apart for payment on any stock of the Corporation ranking,
as to dividends, on a parity with or junior to the 1997 ESOP
Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment
thereof has been set apart for such payment on shares of
1997 ESOP Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full,
as aforesaid, upon the shares of 1997 ESOP Preferred Stock
and any other series of Preferred Stock ranking on a parity
as to dividends with 1997 ESOP Preferred Stock, all
dividends declared upon shares of 1997 ESOP Preferred Stock
and any other series of Preferred Stock ranking on a parity
as to dividends with 1997 ESOP Preferred Stock shall be
declared pro rata so that the amount of dividends declared
per share on 1997 ESOP Preferred Stock and such other series
of Preferred Stock shall in all cases bear to each other the
same ratio that accrued dividends per share on the shares of
1997 ESOP Preferred Stock and such other series of Preferred
Stock bear to each other. Holders of shares of 1997 ESOP
Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property, or stock, in excess of
full cumulative dividends, as herein provided, on 1997 ESOP
Preferred Stock. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend
payment or payments on 1997 ESOP Preferred Stock which may
be in arrears.
(ii) So long as any shares of 1997 ESOP Preferred Stock are
outstanding, no dividend (other than dividends or
distributions paid in shares of, or options, warrants, or
rights to subscribe for or purchase shares of Common Stock,
or any other stock ranking junior to 1997 ESOP Preferred
Stock as to dividends or upon liquidation and other than as
provided in paragraph (b)(i) of this Section 3), shall be
declared or paid or set aside for payment or other
distribution declared or made upon Common Stock or any other
capital stock of the Corporation ranking junior to or on a
parity with 1997 ESOP Preferred Stock as to dividends or
6
<PAGE>
upon liquidation, be redeemed, purchased, or otherwise
acquired for any consideration (or any moneys be paid to or
made available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation
ranking junior to 1997 ESOP Preferred Stock as to dividends
or upon liquidation), unless, in each case, the full
cumulative dividends on all outstanding shares of 1997 ESOP
Preferred Stock shall have been paid or declared and set
aside for payment of the then current dividend payment
period and all past dividend payment periods.
4. Conversion. Shares of 1997 ESOP Preferred Stock are
convertible from time to time hereafter pursuant to the
provisions of paragraphs (a) or (b) of this Section 4 into
that number of shares of Common Stock determined by dividing
the stated value of each share of 1997 ESOP Preferred Stock
by the then applicable Conversion Price, (as determined in
accordance with the provisions of paragraph (c)(iii) of this
Section 4), as follows:
(a) Each share of 1997 ESOP Preferred Stock released from
the unallocated reserve of the Plan in accordance with the
terms thereof shall be automatically converted, without any
further action by the Corporation or the holder thereof, as
of the date such release occurs (the "Release Date"), into
fully paid and nonassessable shares of Common Stock at the
then applicable Conversion Price for the 1997 ESOP Preferred
Stock provided for in paragraph (c) of this Section 4.
(b) Subject to and upon compliance with the provisions of
this Section 4, a holder of 1997 ESOP Preferred Stock shall
be entitled at any time, prior to the close of business on
the date fixed for redemption of such shares pursuant to
Sections 5 or 6 hereof, to cause any or all of the shares of
1997 ESOP Preferred Stock held by such holder to be
converted into fully paid and nonassessable shares of Common
Stock at the then applicable Conversion Price for 1997 ESOP
Preferred Stock provided for in paragraph (c) of this
Section 4.
(c) For purposes of these resolutions, the following terms
shall have the meanings set forth below:
(i) The "Average Current Market Price" per share of Common
Stock on any date shall be deemed to be the average of the
Current Market Price for one share of Common Stock for the
twenty (20) consecutive Trading Days ending on the Trading
Day occurring prior to the date the "Purchase Offer" is made
(as that term is defined in Section 6(d) hereof).
(ii) A "Business Day" means each day that is not a
Saturday, Sunday, or a day on which state or federally
chartered banking institutions in the State of New York are
not required to be open.
(iii)(A) For purposes of a mandatory conversion of shares
of 1997 ESOP Preferred Stock into shares of Common Stock
7
<PAGE>
pursuant to the provisions of paragraph (a) of this Section
4, the "Conversion Price" for such shares of 1997 ESOP
Preferred Stock shall be the Current Market Price of one
share of Common Stock on the relevant Release Date.
(B) For purposes of an optional conversion of shares of
1997 ESOP Preferred Stock into shares of Common Stock
pursuant to the provisions of paragraph (b) of this Section
4, the "Conversion Price" for such shares of 1997 ESOP
Preferred Stock shall be the Current Market Price of one
share of Common Stock on the date the Conversion Notice (as
that term is defined in paragraph (d) of this Section 4) is
received by the Corporation, by the transfer agent for the
1997 ESOP Preferred Stock or by any agent for conversion of
the 1997 ESOP Preferred Stock designated as such pursuant to
paragraph (d) of this Section 4.
(C) For purposes of a conversion of shares of 1997 ESOP
Preferred Stock into shares of Common Stock in connection
with a "Purchase Offer" (as defined in Section 6(d) hereof),
the "Conversion Price" for such shares of 1997 ESOP
Preferred Stock shall be the Average Current Market Price of
one share of Common Stock.
Each share of 1997 ESOP Preferred Stock shall be valued at
its stated value of $1,000.00 for purposes of computing,
based on the applicable Conversion Price, the number of
shares of Common Stock into which the shares of 1997 ESOP
Preferred Stock will be converted.
(iv) The "Current Market Price" of publicly traded shares
of Common Stock or any other class of capital stock or other
security of the Corporation or any other issuer for any day
shall mean the reported last sale price, regular way, or, in
case no sale takes place on such day, the average of
thereported closing bid and asked prices, regular way, in
either case as reported on the New York Stock Exchange
Composite Tape or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on
the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Stock is not quoted on such
National Market System, the average of the closing bid and
asked prices on such day in the over-the-counter market as
reported by NASDAQ or, if bid and asked prices for the
Common Stock on each such day shall not have been reported
through NASDAQ, the average of the bid and asked prices for
such day as furnished by any New York Stock Exchange member
firm regularly making a market in the Common Stock selected
for such purpose by the Board or a committee thereof or, if
no such quotations are available, the fair market value of
the Common Stock as determined by a New York Stock Exchange
member firm regularly making a market in the Common Stock
selected for such purpose by the Board or a committee
thereof.
(v) "Common Stock" shall mean the Common Stock of the
Corporation as the same exists at the date of this
Certificate of Designations or as such stock may be
constituted from time to time.
8
<PAGE>
(vi) "Trading Day" with respect to Common Stock means (x)
if the Common Stock is listed or admitted for trading on the
New York Stock Exchange or another national securities
exchange, a day on which the New York Stock Exchange or such
other national securities exchange is open for business or
(y) if the Common Stock is quoted on the National Market
System of NASDAQ, a day on which trades may be made on such
National Market System or (z) otherwise, any Business Day.
(d) In connection with any conversion of 1997 ESOP
Preferred Stock pursuant to this Section 4, the certificate
or certificates representing the shares of 1997 ESOP
Preferred Stock being converted pursuant to this Section 4,
duly assigned or endorsed for transfer to the Corporation
(or accompanied by duly executed stock powers relating
thereto), shall be surrendered at the principal executive
office of the Corporation or the offices of the transfer
agent for the 1997 ESOP Preferred Stock or such office or
offices in the continental United States of an agent for
conversion as may from time to time be designated by notice
to the holders of the 1997 ESOP Preferred Stock by the
Corporation or the transfer agent for the 1997 ESOP
Preferred Stock, accompanied by a written notice of
conversion (the "Conversion Notice"). Such Conversion
Notice shall specify (i)(y) in the case of a mandatory
conversion pursuant to paragraph (a) of this Section 4, the
number of shares of 1997 ESOP Preferred Stock released from
the unallocated reserve of the Plan on the Release Date or
(z) in the case of an optional conversion pursuant to
paragraph (b) of this Section 4, the number of shares of
1997 ESOP Preferred Stock being converted, and (ii) in
connection with any conversion hereunder, (x) the name or
names in which such holder wishes the certificate or
certificates for Common Stock and for any shares of 1997
ESOP Preferred Stock not to be so converted to be issued,
(y) the address to which such holder wishes delivery to be
made of such new certificates to be issued upon such
conversion, and (z) such other information as the
Corporation or its agents may reasonably request.
(e) Upon surrender of a certificate representing a share or
shares of 1997 ESOP Preferred Stock for conversion, the
Corporation shall issue and send by hand delivery, by
courier or by first-class mail (postage prepaid) to the
holder thereof or to such holder's designee, at the address
designated by such holder, a certificate or certificates for
the number of shares of Common Stock to which such holder
shall be entitled upon conversion. If there shall have been
surrendered a certificate or certificates representing
shares of 1997 ESOP Preferred Stock only part of which are
to be converted, the Corporation shall issue and deliver to
such holder or such holder's designee, in the manner set
forth in the preceding sentence, a new certificate or
certificates representing the number of shares of 1997 ESOP
Preferred Stock which shall not have been converted.
(f) The issuance by the Corporation of shares of Common
Stock upon a conversion of shares of 1997 ESOP Preferred
Stock into shares of Common Stock made pursuant to this
Section 4 shall be effective (i) in the case of a mandatory
conversion of shares of 1997 ESOP Preferred Stock pursuant
to paragraph (a) of this Section 4, as of the Release Date;
and (ii) in the case of an optional conversion of such
shares pursuant to paragraph (b) of this Section 4, as of
the earlier of (A) the delivery to such holder or such
9
<PAGE>
holder's designee of the certificates representing the
shares of Common Stock issued upon conversion thereof or (B)
the commencement of business on the second Business Day
after the surrender of the certificate or certificates for
the shares of 1997 ESOP Preferred Stock to be converted,
duly assigned or endorsed for transfer to the Corporation
(or accompanied by duly executed stock powers
relatingthereto) and accompanied by all documentation
required to effect the conversion, as provided by these
resolutions. On and after the effective date of conversion,
the person or persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of
Common Stock, but no allowance or adjustment shall be made
in respect of dividends payable to holders of Common Stock
in respect of any period prior to such effective date. The
Corporation shall not be obligated to pay any dividends
which shall have accrued or have been declared and shall be
payable to holders of shares of 1997 ESOP Preferred Stock if
the date on which such dividends are paid is on or after the
effective date of conversion of such shares.
(g) The Corporation shall not be obligated to deliver to
holders of 1997 ESOP Preferred Stock any fractional share or
shares of Common Stock issuable upon any conversion of such
shares of 1997 ESOP Preferred Stock, but in lieu thereof may
make a cash payment in respect thereof in any manner
permitted by law.
(h) The Corporation shall at all times reserve and keep
available out of its authorized and unissued Common Stock,
solely for issuance upon the conversion of shares of 1997
ESOP Preferred Stock as herein provided, free from any
preemptive rights, such number of shares of Common Stock as
shall from time to time be issuable upon the conversion of
all the shares of 1997 ESOP Preferred Stock then
outstanding.
(i) The Corporation will use its best efforts to cause the
listing of the shares of Common Stock required to be
delivered upon conversion of the 1997 ESOP Preferred Stock
prior to distribution to Plan participants on the national
securities exchange, if any, upon which the outstanding
Common Stock is listed at the time of such delivery.
(j) The Corporation will pay any and all documentary stamp
or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on conversions
of the 1997 ESOP Preferred Stock pursuant hereto; provided,
however, that the Corporation shall not be required to pay
any tax which may be payable in respect of any transfer
involved in the issue or delivery of shares of Common Stock
in a name other than that of the holder of the 1997 ESOP
Preferred Stock to be converted and no such issue or
delivery shall be made unless and until the person
requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established,
to the satisfaction of the Corporation, that such tax has
been paid.
(k) Upon the issuance of shares of Common Stock following
conversion of shares of 1997 ESOP Preferred Stock as
contemplated by this Section 4, the Corporation shall, to
the extent provided for, and subject to the limitations set
forth in the Rights Agreement hereafter described, issue
together with each such share of Common Stock one right to
purchase Series A Junior Participating Preferred Stock of
10
<PAGE>
the Corporation (or other securities in lieu thereof)
pursuant to the Rights Agreement dated as of November 22,
1988 between the Corporation and Citibank, N.A., as Rights
Agent, as such agreement may from time to time be amended,
or any rights issued to holders of Common Stock of the
Corporation in addition thereto or in replacement therefor,
whether or not such rights shall be exercisable at such
time, but only if such rights are issued and outstanding and
held by other holders of Common Stock of the Corporation at
such time and have not expired.
5. Redemption At the Option of the Corporation. (a) The
1997 ESOP Preferred Stock shall be redeemable, in whole or
in part, at the option of the Corporation at any time, at a
redemption price per share of 1997 ESOP Preferred Stock
equal to the higher of (x) $1,000.00 per share, plus an
amount equal to all accrued and unpaid dividends thereon to
the date fixed for redemption, and (y) the Fair Market Value
(as that term is defined in paragraph (d) of this Section 5)
per share of 1997 ESOP Preferred Stock on the date fixed for
redemption. Payment of the redemption price shall be made
by the Corporation in cash or shares of Common Stock, or a
combination thereof, as permitted by paragraph (c) of this
Section 5. From and after the date fixed for redemption,
dividends on shares of 1997 ESOP Preferred Stock called for
redemption will cease to accrue and all rights in respect of
such shares of the Corporation shall cease, except the right
to receive the redemption price. Upon payment of the
redemption price, such shares shall be deemed to have been
transferred to the Corporation, to be retired as provided in
paragraph (a) of Section 1. If the full cumulative
dividends have not been paid, or contemporaneously declared
and set aside for payment, on all outstanding shares of 1997
ESOP Preferred Stock, the Company may not redeem fewer than
all the outstanding shares of 1997 ESOP Preferred Stock
pursuant to this Section 5.
(b) Unless otherwise required by law, notice of any
redemption pursuant to this Section 5 will be sent to the
holders of 1997 ESOP Preferred Stock at the address shown on
the books of the Corporation or any transfer agent for the
1997 ESOP Preferred Stock by hand delivery, by courier, by
standard form of telecommunication or by first-class
mail(postage prepaid) delivered, sent or mailed, as the case
may be, not less than twenty (20) days nor more than sixty
(60) days prior to the redemption date. Each such notice
shall state: (i) the redemption date; (ii) the total number
of shares of the 1997 ESOP Preferred Stock to be redeemed
and, if fewer than all the shares held by such holder are to
be redeemed, the number of such shares to be redeemed from
such holder; (iii) the redemption price; (iv) whether the
redemption price shall be paid in cash or in shares of
Common Stock, or in a combination of such Common Stock and
cash; (v) the place or places where certificates for such
shares are to be surrendered for payment of the redemption
price; (vi) that dividends on the shares to be redeemed will
cease to accrue on such redemption date; and (vii) the
conversion rights of the shares to be redeemed, the period
within which conversion rights may be exercised and the
manner in which the number of shares of Common Stock
issuable upon conversion of a share of 1997 ESOP Preferred
Stock will be determined. Upon surrender of the certificate
for any shares so called for redemption and not previously
converted (properly endorsed or assigned for transfer, if
the Board of Directors of the Corporation shall so require
11
<PAGE>
and the notice shall so state), such shares shall be
redeemed by the Corporation at the date fixed for redemption
and at the redemption price set forth in this Section 5.
(c) The Corporation, at its option, may make payment of the
redemption price required upon redemption of shares of 1997
ESOP Preferred Stock in cash or in shares of Common Stock,
or in a combination of such Common Stock and cash, any such
shares of Common Stock to be valued for such purposes at
their Fair Market Value (as defined in paragraph (d)(ii) of
this Section 5) or their Current Market Value, in either
case as of the date fixed for redemption of the 1997 ESOP
Preferred Stock, whichever value will result in the issuance
of the greater number of shares of Common Stock to the
holder of the 1997 ESOP Preferred Stock then being redeemed.
(d) For purposes of these resolutions, the following terms
shall have the meanings set forth below:
(i) "Adjustment Period" shall mean the period of five (5)
consecutive Trading Days preceding the date as of which the
Fair Market Value of a security is to be determined.
(ii) "Fair Market Value" shall mean, as to shares of Common
Stock or any other class of capital stock or securities of
the Corporation or any other issue which are publicly
traded, the average of the Current Market Prices of such
shares or securities for each day of the Adjustment Period.
The "Fair Market Value" of any security which is not
publicly traded (other than the 1997 ESOP Preferred Stock)
or of any other property shall mean the fair value thereof
on the date as of which the Fair Market Value of the
security is to be determined, as determined by an
independent investment banking or appraisal firm experienced
in the valuation of such securities or property selected in
good faith by the Board or a committee thereof. The "Fair
Market Value" of the 1997 ESOP Preferred Stock for purposes
of paragraph (a) of Section 5, and for purposes of paragraph
(c) of Section 6 shall mean the fair market value thereof
determined by an independent appraiser, appointed by the
Trustee of the Plan in accordance with the provisions of the
Plan, as of the date fixed for redemption of the 1997 ESOP
Preferred Stock (in the case of a redemption pursuant to
Section 5) or as of the date specified in paragraph (c) of
Section 6 (in the case of a redemption under that section).
For purposes of determining the Fair Market Value of the
1997 ESOP Preferred Stock, the independent appraiser shall
assume (i) that all dividends on the 1997 ESOP Preferred
Stock would have been paid when due, and (ii) that the
mandatory conversion of shares of 1997 ESOP Preferred Stock
held by the Plan into shares of Common Stock pursuant to
Section 4(a) hereof would have occurred when and as payments
of principal (together with accrued interest thereon) would
have been made by the Trustee of the Plan in accordance with
the terms of that certain 1997 ESOP Convertible Preferred
Stock Note Agreement dated February 25, 1997 between the
Corporation and the Plan (including any amendments or
modifications thereto).
6. Consolidation, Merger, etc. (a) If the Corporation
consummates any consolidation or merger or similar business
combination, pursuant to which the outstanding shares of
Common Stock are by operation of law exchanged solely for or
12
<PAGE>
changed, reclassified or converted solely into stock of any
successor or resulting corporation (including the
Corporation) that constitutes "qualifying employer
securities" with respect to a holder of 1997 ESOP Preferred
Stock within the meaning of Section 409(1) of the Internal
Revenue Code of 1986, as amended, and Section 407(d)(5) of
the Employee Retirement Income Security Act of 1974, as
amended, or any successor provisions of law, and, if
applicable, for a cash payment in lieu of fractional shares,
if any, the shares of 1997 ESOP Preferred Stock of such
holder shall, in connection with such consolidation, merger
or similar business combination, be assumed by and shall
become Preferred Stock of such successor or resulting
corporation, having in respect of such corporation, insofar
as possible, the same powers, preferences and relative,
participating, optional or other special rights (including
the redemption rights provided by Sections 5 and 6 hereof),
and the qualifications, limitations or restrictions
thereon,that the 1997 ESOP Preferred Stock had immediately
prior to such transaction, subject to the following:
(1) After such transaction each share of the 1997 ESOP
Preferred Stock shall be convertible, otherwise on the terms
and conditions provided by Section 4 hereof, into the number
and kind of qualifying employer securities so receivable by
a holder of the number of shares of Common Stock into which
such shares of 1997 ESOP Preferred Stock could have been
converted immediately prior to such transaction.
(2) The Corporation shall not consummate any such merger,
consolidation or similar transaction unless all then
outstanding shares of 1997 ESOP Preferred Stock shall be
assumed and authorized by the successor or resulting
corporation as aforesaid.
(b) If the Corporation consummates any consolidation or
merger or similar business combination, pursuant to which
the outstanding shares of Common Stock are by operation of
law exchanged for or changed, reclassified or converted into
other stock or securities or cash or any other property, or
any combination thereof, other than any such consideration
which is constituted solely of qualifying employer
securities (as referred to in paragraph (a) of this Section
6) and cash payments, if applicable, in lieu of fractional
shares, outstanding shares of 1997 ESOP Preferred Stock
shall, without any action on the part of the Corporation or
any holder thereof (but subject to paragraph (c) of this
Section 6), be automatically converted by virtue of such
merger, consolidation or similar transaction immediately
prior to such consummation into the number of shares of
Common Stock into which such shares of 1997 ESOP Preferred
Stock could have been converted at such time so that each
share of 1997 ESOP Preferred Stock shall, by virtue of such
13
<PAGE>
transaction and on the same terms as apply to the holders of
Common Stock, be converted into or exchanged for the
aggregate amount of stock, securities, cash or other
property (payable in like kind) receivable by a holder of
the number of shares of Common Stock into which such shares
of 1997 ESOP Preferred Stock could have been converted
immediately prior to such transaction. However, if by
virtue of the structure of such transaction, a holder of
Common Stock is required to make an election with respect to
the nature and kind of consideration to be received in such
transaction, which election cannot practicably be made by
the holders of the 1997 ESOP Preferred Stock, then the
shares of 1997 ESOP Preferred Stock shall, by virtue of such
transaction and on the same terms as apply to the holders of
Common Stock, be converted into or exchanged for the
aggregate amount of stock, securities, cash or other
property (payable in kind) receivable by a holder of the
number of shares of Common Stock into which such shares of
1997 ESOP Preferred Stock could have been converted
immediately prior to such transaction if such holder of
Common Stock failed to exercise any rights of election as to
the kind or amount of stock, securities, cash or other
property receivable upon such transaction. If the kind or
amount of stock, securities, cash or other property
receivable upon such transaction is not the same for each
non-electing share, then the kind and amount of stock,
securities, cash or other property receivable upon such
transaction for each non-electing share shall be the kind
and amount so receivable per share by a plurality of the
non-electing shares.
(c) In the event the Corporation shall enter into any
agreement providing for any consolidation or merger or
similar business combination described in paragraph (b) of
this Section 6 (a "Business Combination"), then the
Corporation shall as soon as practicable thereafter (and in
any event at least fifteen (15) Business Days before
consummation of such transaction) give notice of such
agreement and the material terms thereof to each holder of
1997 ESOP Preferred Stock and each such holder shall have
the right to elect, by written notice to the Corporation, to
receive, upon consummation of such transaction (if and when
such transaction is consummated), from the Corporation or
the successor of the Corporation, in redemption and
retirement of such 1997 ESOP Preferred Stock, a cash payment
per share of 1997 ESOP Preferred Stock equal to the higher
of (x) $1,000.00, plus accrued and unpaid dividends thereon
to the date of consummation of such transaction or (y) the
Fair Market Value per share of 1997 ESOP Preferred Stock, as
of the last Business Day (as defined in paragraph (c) of
Section 4 hereof) immediately preceding the date the
Business Combination is consummated. No such notice of
redemption shall be effective unless given to the
Corporation prior to the close of business on the last
Business Day prior to consummation of such transaction,
unless the Corporation or the successor of the Corporation
shall waive such prior notice, but any notice of redemption
so given prior to such time may be withdrawn by notice of
withdrawal given to the Corporation prior to the close of
business on the last Business Day prior to consummation of
such transaction.
(d) In the event that a Purchase Offer (as defined below)
shall have been made and shall be continuing, each holder of
1997 ESOP Preferred Stock shall have the right to convert
shares of 1997 ESOP Preferred Stock into shares of Common
Stock at the Conversion Price specified in Section
4(c)(iii)(C) hereof until the date the Purchase Offer is
terminated, including without limitation because the
original Purchase Offer is withdrawn or because the Purchase
Offer has expired and is not renewed, upon notice of such
conversion given to the Corporation not later than the close
of business on the date the Purchase Offer terminates (the
"Purchase Offer Conversion Period"), unless the Corporation
or any successor of the Corporation shall waive such prior
notice, but any notice of conversion so given may be
withdrawn by notice of withdrawal given to the Corporation
prior to the end of the Purchase Offer Conversion Period.
14
<PAGE>
For purposes of this paragraph (d), the following terms
shall have the meanings set forth below:
(i) "Beneficial Ownership" shall have the meaning ascribed
to it in Rule 13d-3 under the Securities Exchange Act of
1934 (the "Exchange Act") and "person" shall have the
meanings specified in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act.
(ii) A "Purchase Offer" shall have been made when any
person (other than the Corporation or any affiliate of the
Corporation) shall have "commenced" (as such term is defined
in Rule 14d-2 under the Exchange Act) a tender offer or
exchange offer to purchase shares of Common Stock, such
that, upon consummation of such offer, such person would
have Beneficial Ownership (as defined herein) or the right
to acquire Beneficial Ownership, of twenty percent (20%) or
more of the voting power of the Corporation.
7. Liquidation Rights. (a) Upon the dissolution,
liquidation, or winding up of the Corporation, the holders
of the shares of 1997 ESOP Preferred Stock shall be entitled
to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders,
before any payment or distribution shall be made on the
Common Stock or any other class of stock ranking junior to
1997 ESOP Preferred Stock upon liquidation, the amount of
$1,000.00 per share, plus a sum equal to all dividends
(whether or not earned or declared) on such shares accrued
and unpaid thereon to the date of final distribution.
(b) Neither the sale of all or substantially all the
property and assets of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation, nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to
be a dissolution, liquidation, or winding up, voluntary or
involuntary, for the purposes of this Section 7.
(c) After the payment to the holders of the shares of 1997 ESOP
Preferred Stock of the full preferential amounts provided
for in this Section 7, the holders of 1997 ESOP Preferred
Stock, as such, shall have no right or claim to any of the
remaining assets of the Corporation.
(d) In the event the assets of the Corporation available
for distribution to the holders of shares of 1997 ESOP
Preferred Stock upon any dissolution, liquidation, or
winding up of the Corporation, whether voluntary or
involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to
paragraph (a) of this Section 7, no such distribution shall
be made on account of any shares of any other series of
Preferred Stock or other capital stock of the Corporation
ranking on a parity with the shares of 1997 ESOP Preferred
Stock upon such dissolution, liquidation, or winding up
unless proportionate distributive amounts shall be paid on
account of the shares of 1997 ESOP Preferred Stock, ratably,
in proportion to the full distributable amounts for which
15
<PAGE>
holders of all such parity shares are respectively entitled
upon such dissolution, liquidation, or winding up.
(e) Subject to the rights of the holders of the shares of
any series or class or classes of stock ranking on a parity
with or prior to the shares of 1997 ESOP Preferred Stock
upon liquidation, dissolution, or winding up, upon any
liquidation, dissolution, or winding up of the Corporation,
after payment shall have been made in full to the holders of
the shares of 1997 ESOP Preferred Stock as provided in this
Section 7, but not prior thereto, any other series or class
or classes of stock ranking junior to the shares of 1997
ESOP Preferred Stock upon liquidation shall, subject to the
respective terms and provisions (if any) applying thereto,
be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the shares of 1997
ESOP Preferred Stock shall not be entitled to share therein.
8. Ranking. For the purposes of these resolutions, any
stock of any series or class or classes of the Corporation
shall be deemed to rank:
(a) prior to the shares of 1997 ESOP Preferred Stock,
either as to dividends or upon liquidation, if the holders
of such series or class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon
dissolution, liquidation, or winding up of the Corporation,
as the case may be, in preference or priority to the holders
of shares of 1997 ESOP Preferred Stock;
(b) on a parity with shares of 1997 ESOP Preferred Stock,
either as to dividends or upon liquidation, whether or not
the dividend rates, dividend payment dates, or redemption or
liquidation prices per share, or sinking fund provisions, if
any, be different from those of 1997 ESOP Preferred Stock,
if the holders of such stock shall be entitled to the
receipt of dividends or of amounts distributable upon
dissolution, liquidation, or winding up of the Corporation,
as the case may be, in proportion to their
respectivedividend rates or liquidation prices, without
preference or priority, one over the other, as between the
holders of such stock and the holders of shares of 1997 ESOP
Preferred Stock; and
(c) junior to shares of 1997 ESOP Preferred Stock, either
as to dividends or upon liquidation, if such class shall be
Common Stock or if the holders of shares of 1997 ESOP
Preferred Stock shall be entitled to receipt of dividends or
of amounts distributable upon dissolution, liquidation, or
winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such
series or class or classes.
9. Priority of 1997 ESOP Preferred Stock. The shares of
1997 ESOP Preferred Stock will rank on a parity, both as to
payment of dividends and the distribution of assets upon
liquidation, with the Corporation's ESOP Cumulative
Convertible Preferred Stock, its 1995 ESOP Cumulative
Convertible Preferred Stock, its 1996 ESOP Cumulative
Convertible Preferred Stock, and its Cumulative Tracking
Preferred Stock. The 1997 ESOP Preferred Stock will rank
16
<PAGE>
prior, both as to payment of dividends and the distribution
of assets upon liquidation, to the Common Stock and the
Corporation's Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be signed by John T.
Thornton, its Executive Vice President and Chief Financial
Officer, and attested by Laurel A. Holschuh, its Secretary,
whereby such Executive Vice President and Chief Financial
Officer affirms, under penalties of perjury, that this
Certificate of Designations is the act and deed of the
Corporation and that the facts stated herein are true, this
24th day of February, 1997.
NORWEST CORPORATION
By /s/ John T. Thornton
John T. Thornton
Executive Vice President and
Chief Financial Officer
Attest:
/s/ Laurel A. Holschuh
Laurel A. Holschuh
Secretary
[Filed in the Office of the Delaware Secretary of State on
February 24, 1997]
17
