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UNITED STATES
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: October 10, 1997
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Norwest Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (612) 667-1234
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ITEM 5. OTHER EVENTS.
Stock Dividend. On September 23, 1997, Norwest Corporation's board of
directors declared a two-for-one split of its common stock effected in the form
of a 100% stock dividend. The stock dividend was distributed on October 10,
1997, to stockholders of record on October 2, 1997.
As a result of the stock dividend, Norwest issued one additional common
share for each share outstanding on October 2, 1997. The stock dividend also
resulted in certain adjustments to the preferred share purchase rights issued
under the Rights Agreement dated November 22, 1988 between Norwest and Citibank,
N.A., as rights agent. Each common share outstanding, including each common
share issued as a result of the stock dividend, has attached to it one preferred
share purchase right.
Norwest is filing this current report on Form 8-K to place on file with the
Securities and Exchange Commission a description of its common stock that
reflects the stock dividend and the adjustments to the preferred share purchase
rights triggered by the stock dividend. The description is attached to this
report as Exhibit 99. It supersedes the description of the common stock on file
with the Securities and Exchange Commission pursuant to Norwest's Form 8-K dated
April 30, 1996 (filed May 1, 1996).
By-Laws Amendments. On September 23, 1997, Norwest's board of directors
amended Sections 38 and 39 of Norwest's By-Laws to allow for the issuance and
transfer of uncertificated shares of Norwest's stock. The board resolutions
approving the amendments to the By-Laws, as well as the By-Laws themselves (as
amended through September 23, 1997), are attached to this report as Exhibit 3.
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ITEM 7. EXHIBITS.
Filed herewith as Exhibit 3 are Norwest Corporation's By-Laws, as amended
through September 23, 1997.
Filed herewith as Exhibit 99 is a description of Norwest Corporation's
common stock.
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SIGNATURE
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 thereunto duly authorized.
NORWEST CORPORATION
October 14, 1997 By: /s/ Laurel A. Holschuh
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Laurel A. Holschuh
Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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3 By-Laws
99 Description of Norwest Corporation's Common Stock
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EXHIBIT 3
NORWEST CORPORATION
September 23, 1997 Meeting of the Board of Directors
RESOLVED that Section 38 of the Corporation's By-Laws regarding "Certificate
of Stock" is amended and restated to read as follows:
Certificated and Uncertificated Shares
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38. Shares of the Corporation's stock may be certificated or uncertificated,
as provided under Delaware law. All certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the Chairman or a Vice Chairman or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary. Any of or all the signatures on the certificate may be a
facsimile.
RESOLVED that Section 39 of the Corporation's By-Laws regarding "Transfers of
Stock" is amended and restated to read as follows:
Transfers of Stock
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39. Transfers of stock shall be made on the books of the Corporation only by
the record holder of such stock, or by attorney lawfully constituted in writing,
and, in the case of stock represented by a certificate, upon surrender of the
certificate.
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NORWEST CORPORATION
By-Laws
(As amended through September 23, 1997)
Offices
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1. The principal office shall be in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge thereof
is The Corporation Trust Company.
The Corporation may also have an office in the City of Minneapolis, State
of Minnesota, and also offices at such other places as the Board of Directors
may from time to time appoint or the business of the Corporation may require.
Seal
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2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Stockholders' Meetings
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3. Place. All meetings of stockholders shall be held at the office of the
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Corporation in Minneapolis, Minnesota, or at such other place within or without
the State of Delaware as shall from time to time be designated by the Board of
Directors.
4. Annual Meeting. An annual meeting of stockholders shall be held on the
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fourth Tuesday of April in each year, or such other date as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, if not a legal holiday, and if a legal holiday, then on the next day
following, at such time as shall be designated by the Board of Directors, when
the stockholders shall elect, by a plurality vote except as otherwise provided
by law, by the Certificate of Incorporation or by these By-Laws, by ballot, a
Board of Directors, and transact such other business as may properly be brought
before this meeting.
5. Quorum. The holders of a majority of the stock issued and outstanding,
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and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally convened.
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6. Voting Proxies. At each meeting of the stockholders every stockholder
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having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than one year prior to said meeting, unless said instrument
provides for a longer period. Each stockholder shall have one vote for each
share of stock having voting power registered in his name on the books of the
Corporation, provided that, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of stockholders entitled to vote, no share of stock shall be voted
at any election of directors which has been transferred on the books of the
Corporation within twenty days next preceding such election. The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting shall be by ballot. All elections shall be had and all
questions decided by a plurality vote, except such as may, under the provisions
of law, the Certificate of Incorporation, or these By-Laws, require the vote of
a larger number of shares.
7. Notice of Annual Meeting. Written notice of the annual meeting shall be
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mailed to each stockholder entitled to vote thereat at such address as appears
on the stock records of the Corporation, at least ten days prior to the meeting.
8. Stockholders' List. A complete list of the stockholders entitled to vote
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at the ensuing election, arranged in alphabetical order, shall be prepared by
the Secretary and shall, during the usual hours of business, be open to the
examination of any stockholder at the place where said election is to be held
for ten days before such election and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.
9. Notice of Stockholder Business at Annual Meeting. At an annual meeting
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of the stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the Corporation who complies with the notice
procedures set forth in this Section 9. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than 30 days nor
more than 60 days prior to the meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 9.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 9, and if
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he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
10. Special Meetings - Call. Special meetings of the stockholders, for any
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purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman or a Vice Chairman or the President or a majority of the Board of
Directors.
11. Special Meeting - Business. Business transacted at all special meetings
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shall be confined to the objects stated in the call.
12. Special Meetings - Notice. Written notice of a special meeting of
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stockholders, stating the time and place and object thereof, shall be mailed,
postage prepaid, at least ten days before such meeting, to each stockholder
entitled to vote thereat at his last known address as shown by the books of the
Corporation.
13. Action by Written Consent of Stockholders. (a) Any action which is
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required to be or may be taken at any annual or special meeting of stockholders
of the Corporation may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, shall
have been signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or to take such
action at a meeting at which all shares entitled to vote thereon were present
and voted; provided, however, that prompt notice of the taking of the corporate
action without a meeting and by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.
(b) The record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting shall be fixed by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent without a meeting shall, by written
notice to the Secretary, request the Board of Directors to fix a record date.
Upon receipt of such a request, the Secretary shall place such request before
the Board of Directors at its next regularly scheduled meeting, provided,
however, that if the stockholder represents in such request that he intends, and
is prepared, to commence a consent solicitation as soon as is permitted by the
Securities Exchange Act of 1934, as amended, and the regulations thereunder and
other applicable law, the Secretary shall as promptly as practicable call a
special meeting of the Board of Directors, which meeting shall be held as
promptly as practicable. At such regular or special meeting, the Board of
Directors shall fix a record date as provided in Section 40 of these By-Laws and
Section 213(a) (or its successor provision) of the Delaware General Corporation
Law. Should the Board of Directors fail to fix a record date as provided for in
this Section 13, then the record date shall be the day on which the first
written consent is expressed.
(c) In the event of the delivery to the Corporation of written consents
purporting to represent the requisite voting power to authorize or take
corporate action and/or related revocations, the Secretary of the Corporation
shall provide for the safekeeping of such consents and revocations and shall, as
promptly as practicable, engage nationally recognized independent inspectors of
election for the purpose of promptly performing a ministerial review of the
validity of the consents and revocations. No action by written consent and
without a meeting shall be effective until such inspectors have
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completed their review, determined that the requisite number of valid and
unrevoked consents has been obtained to authorize or take the action specified
in the consents, and certified such determination for entry in the records of
the Corporation kept for the purpose of recording the proceedings of meetings of
stockholders.
Directors
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14. Number. The property and business of the Corporation shall be managed
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by its Board of not less than ten nor more than twenty-three directors, with the
number to be designated from time to time by resolution of the Board. Directors
shall be elected at the annual meeting of the stockholders, except as otherwise
provided by the Certificate of Incorporation or by these By-Laws, and each
director shall be elected to serve until his successor shall be elected and
shall qualify.
15. Notice of Stockholder Nominees. Only persons who are nominated in
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accordance with the procedures set forth in these By-Laws shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 15. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 30 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the Corporation's books,
of such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in the
By-Laws. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
16. Vacancies. If the office of any director or directors becomes vacant by
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reason of death, resignation, retirement, disqualification, removal from office,
or otherwise, a majority of the remaining directors, though less than a quorum,
except as otherwise provided by law, by the
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Certificate of Incorporation or by these By-Laws, shall choose a successor until
a successor or successors have been duly elected, unless sooner displaced.
17. Place of Meetings. The directors may hold their meetings and have one or
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more offices, and keep the books of the Corporation, except the original or
duplicate stock ledger, outside of Delaware, at the office of the Corporation in
the City of Minneapolis, Minnesota, or at such other places as they may from
time to time determine.
18. Powers. In addition to the powers and authorities by these By-Laws
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expressly conferred upon them, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.
Committees
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19. Purposes - Powers. The Board of Directors may, by resolution or
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resolutions, passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation, which to the extent provided in said resolution or resolutions or
in these By-Laws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in these By-Laws or as may be determined from time to
time by resolution adopted by the Board of Directors.
20. Minutes. The committees may keep regular minutes of their proceedings
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and shall report to the Board when required.
Compensation
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21. Directors. By resolution of the Board, directors may receive a fixed fee
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for their services, and a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board;
provided, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
22. Committee Members. Members of special or standing committees may be
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allowed like compensation for attending committee meetings.
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Meetings of the Board
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23. Annual Meeting. Immediately following the annual meeting of stockholders
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and at the place of such meeting the newly elected Board shall meet for the
purpose of organization, the election of officers and the transaction of other
business, and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided that a majority
of the whole Board shall be present. In lieu of meeting at such time and place,
the newly elected Board may meet at such time and place as may be fixed by the
consent in writing of all the directors or by call issued by the Chairman or a
Vice Chairman or the President.
24. Regular Meetings. Regular meetings of the Board may be held without
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notice at such time and place as shall from time to time be determined by the
Board.
25. Special Meetings - Call. Special meetings of the Board may be called by
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the Chairman or a Vice Chairman or the President on two days' notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chairman or a Vice Chairman or the President or the Secretary in
like manner and on like notice on the written request of two directors.
26. Quorum. At all meetings of the Board of Directors any number of
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directors constituting not less than one-third (1/3) of the total number of
members of said Board shall be necessary and sufficient to constitute a quorum
for the transaction of business, provided that where there is less than a
majority of the Board of Directors present at any meeting, no action by those
present, although constituting a quorum, shall be taken except by unanimous
vote.
Officers
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27. Officers. The officers of the Corporation shall be a Chairman, one or
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more Vice Chairmen, President, a Secretary, a Treasurer, a Controller, a Chief
Examiner, a Chief Auditor, and such other officers, and with such duties, as may
be determined by the Board as necessary for the prompt and orderly transaction
of the business of the Corporation. Any two or more offices may be held by the
same person. The Chairman and the President shall be members of the Board of
Directors and other officers may be members of the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
In its discretion, the Board of Directors by a majority vote may leave
unfilled any offices specified in the preceding paragraph.
28. Election - Appointment - Term of Office - Removal. All officers holding
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the title of Chairman, Vice Chairman, President, Secretary, Treasurer,
Controller, Chief Examiner, Chief Auditor, and such other officers as may be
designated by the Board of Directors shall be elected by the Board of Directors.
Any officer elected by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. The Board of
Directors may authorize officers elected by the Board to appoint other officers
and agents pursuant to procedures established by resolution of the Board. All
officers shall hold office until their successors are elected or appointed and
qualified, unless theretofore they shall have resigned, become disqualified or
been removed.
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29. Chairman and Vice Chairman. The Chairman may, by resolution of the Board
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of Directors, be designated Chief Executive Officer of the Corporation. The
Chairman shall preside at all meetings of the stockholders and at all meetings
of the Board. If the Chairman is not designated Chief Executive Officer, the
Chairman shall assist the Chief Executive Officer in the management of the
Corporation and shall perform such other duties as the Board of Directors shall
prescribe. If the Chairman is not designated Chief Executive Officer, the
Chairman shall in the absence or disability of the Chief Executive Officer
perform the duties and exercise the powers of the Chief Executive Officer.
The Vice Chairman or Chairmen shall assist the Chief Executive Officer in
the management of the Corporation and shall perform such other duties as the
Board of Directors shall prescribe. In the absence or disability of the
Chairman, the President or a Vice Chairman shall perform the duties and exercise
the powers of the Chairman.
If at any time there shall be elected and serving more than one person in
the office of Vice Chairman, then in the absence or disability of the Chairman,
the President or the Vice Chairman as designated in writing by the Chief
Executive Officer shall perform the duties and exercise the powers of the
Chairman. In the absence of such designation by the Chief Executive Officer,
then the duties and powers of the Chairman shall be performed and exercised by
the President or the Vice Chairman with greater seniority of continuous service
in that office or, in the absence of such seniority, seniority of continuous
service to the Corporation and its subsidiaries.
30. President. The President may, by resolution of the Board of Directors,
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be designated Chief Executive Officer of the Corporation. If the President is
not designated Chief Executive Officer, the President shall assist the Chief
Executive Officer in the management of the Corporation and shall perform such
other duties as the Board of Directors shall prescribe.
31. Chief Executive Officer. The Board of Directors shall by resolution
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designate either the Chairman or the President as the Chief Executive Officer of
the Corporation. The Chief Executive Officer shall be charged with the
management of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. The Chief Executive Officer
shall be charged with the duty of causing to be currently presented to the Board
of Directors full information regarding the conditions and operations of the
Corporation, as well as matters of a policy nature concerning the affairs of the
Corporation and all information requisite to enable the Board in the discharge
of its responsibilities to exercise judgment and take action upon all matters
requiring its consideration.
Except where by law the signature or action of any other officer is
required, the Chief Executive Officer shall possess the same power as any such
other officer to sign certificates, contracts and other instruments of the
Corporation and to take other action on behalf of the Corporation. The Chief
Executive Officer shall have the general powers and duties of supervision and
management usually vested in the chief executive officer of a corporation.
32. Vice Presidents. Any Vice President may, in the absence or disability of
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the Chairman, all Vice Chairmen and the President, perform the duties and
exercise the powers of the Chairman,
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all Vice Chairmen and the President, and shall perform such other duties as the
Board of Directors shall prescribe.
33. Secretary and Assistant Secretaries. (a) Except as may be otherwise
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expressly provided in these By-Laws, the Secretary shall attend all sessions of
the Board and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and shall
perform like duties for the standing or special committees when requested. He
shall give, or cause to be given, notice of all meetings of the stockholders and
of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the Chief Executive Officer, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation, and, when authorized by the Board, affix the same to any instrument
requiring it and when so affixed it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary or an Assistant Treasurer.
He shall be sworn to the faithful discharge of his duties.
(b) Any Assistant Secretary may, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary, and
shall perform such other duties as the Board of Directors shall prescribe.
(c) If the Board of Directors shall appoint a Secretary to the Board,
then such Secretary to the Board shall have and perform the duties of the
Secretary and with respect to attendance at and recording of votes and minutes
of all proceedings at sessions of the Board and meetings of the stockholders
and, when requested, meetings of standing and special committees.
34. Treasurer and Assistant Treasurers. (a) The Treasurer shall have the
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custody of the corporate funds and securities and shall keep full and accurate
accounts thereof, and shall deposit all moneys, and other valuable effects, in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the Board of Directors, whenever they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.
(c) He shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the Board, for
the faithful performance of the duties of his office, and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
(d) Any Assistant Treasurer may, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties as the Board of Directors shall prescribe.
35. Controller. The Controller shall supervise all accounting and
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bookkeeping of the Corporation, shall make such reports to the Board on the
financial condition of the Corporation as
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shall be required by the Board, and shall perform such other duties as the Board
shall prescribe. He shall be subject to removal only by the Board of Directors.
36. Chief Examiner. The Chief Examiner shall examine and appraise the assets
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of each affiliate of the Corporation, shall make, at least once a year, a report
to the Board summarizing the condition of the assets and capital position of the
Corporation and its affiliates, and shall perform such other duties as the Board
shall prescribe. He shall be subject to removal only by the Board of Directors.
37. Duties of Officers May Be Delegated. In case of the absence of any
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officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate, for the time being, the powers or duties, or
any of them, of such officer to any other officer or to any director, provided a
majority of the entire Board concurs therein.
Certificated and Uncertificated Shares
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38. Shares of the Corporation's stock may be certificated or uncertificated,
as provided under Delaware law. All certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the Chairman or a Vice Chairman or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary. Any of or all the signatures on the certificate may be a
facsimile.
Transfers of Stock
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39. Transfers of stock shall be made on the books of the Corporation only by
the record holder of such stock, or by attorney lawfully constituted in writing,
and, in the case of stock represented by a certificate, upon surrender of the
certificate.
Closing of Transfer Books
-------------------------
40. The Board of Directors shall have the power to close the stock transfer
books of the Corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or for a period
not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date not exceeding fifty days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of capital
stock, or to give such
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consent, and in such case such stockholders, and only such stockholders as shall
be stockholders of record on the date so fixed, shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of any such dividends or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of such stock on the books of the Corporation after any such record
date fixed as aforesaid.
Registered Stockholders
-----------------------
41. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Delaware.
Lost Certificates
-----------------
42. Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of the fact and advertise the same in such
manner as the Board of Directors may require, and the Board of Directors may, in
their discretion, require the owner of the lost or destroyed certificate, or his
legal representative, to give the Corporation a bond in such sum as they may
direct to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss of any such certificate, or the issuance of a
new certificate; a new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed may be issued without
requiring any bond or advertisement when, in the judgment of the directors, it
is proper so to do.
Contracts
---------
43. Except as may be otherwise expressly provided in these By-Laws, all
contracts or other written instruments made in the Corporation's name shall be
signed by the Chairman or a Vice Chairman or the President or Executive Vice
President or Senior Vice President and attested by the Secretary or an Assistant
Secretary, or shall be executed by such other person or persons and in such
other manner as shall from time to time be directed by the Board of Directors by
appropriate resolutions.
Stock Held in Other Corporations
--------------------------------
44. Voting - Proxies. All capital stocks in other corporations owned by
----------------
this Corporation shall be voted at the regular and/or special meeting of the
stockholders of said other corporations by proxy by an attorney specifically
named in a proxy and given a power of attorney to represent this Corporation at
such stockholders' meeting for the purposes in said power of attorney specified;
and the Chairman or any Vice Chairman or any Vice President together with the
Secretary or any Assistant Secretary of this Corporation are hereby authorized
to execute and deliver in the name and under the seal of this Corporation
proxies in such form as may be required by the corporation whose stock is to be
voted thereunder naming as the attorney authorized to act by said proxy such
individual or individuals as said Chairman or Vice Chairman or Vice President
together with said
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Secretary or Assistant Secretary shall deem advisable; provided, however, that
no stock in other corporations shall be voted, and no proxies to vote the same
shall be given, with reference to the adoption, amendment or termination of any
pension or profit sharing plan or any other plan of deferred compensation except
by the affirmative vote of a majority of the Board of Directors of this
Corporation at the time when such action is taken and such majority shall not
include any director who is a salaried officer of this Corporation or of any
affiliated bank or company.
45. Local Directors. In the event that this Corporation shall own in excess
---------------
of fifty percent of the capital stock of any financial or moneyed corporation or
association and if in the acquisition of such stock this Corporation shall have
agreed that as to the voting of such stock for the election of directors this
By-Law or an agreement substantially in accord therewith shall be binding on the
Corporation, then and in each such event the stock so acquired shall, at all
meetings for the election of a Board of Directors of any such association or
corporation, be voted in favor of the election to such Board of a sufficient
number of residents of the city where the principal office of such corporation
or association is located so that, if the candidate so voted for shall be
elected, at least seventy-five percent of the members of said Board of Directors
shall be residents of said city. This Section 41 of these By-Laws shall be
amended only upon the affirmative vote of eighty percent in amount of the common
stock of this Corporation outstanding at the time of such amendment or by the
Board of Directors after receipt of the written consent of the holders of at
least eighty percent of the common stock of this Corporation.
Inspection of Books
-------------------
46. The directors shall determine from time to time whether, and, if allowed,
when and under what conditions and regulations the accounts and books of the
Corporation (except as such as may by statute be specifically open to
inspection) or any of them shall be open to the inspection of the stockholders,
and the stockholders' rights in this respect are and shall be restricted and
limited accordingly.
Checks
------
47. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or employees as the Board of Directors may
from time to time designate.
Fiscal Year
-----------
48. The fiscal year shall begin the first day of January in each year.
Dividends
---------
49. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock.
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Before payment of any dividend there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation.
Annual Statement
----------------
50. The Chairman or a Vice Chairman or the President or a Vice President
shall present at each annual meeting of stockholders a statement of the business
and condition of the Corporation.
Notices
-------
51. Whenever under the provisions of these By-Laws notice is required to be
given to any director, officer or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, by depositing
the same in the post office or letter box, in a postpaid sealed wrapper,
addressed to such stockholder, officer or director at such address as appears on
the books of the Corporation, or, in default of other address, to such director,
officer or stockholder at the General Post Office in the City of Wilmington,
Delaware, and such notice shall be deemed to be given at the time when the same
shall be thus mailed.
Any stockholder, director or officer may waive any notice required to be
given under these By-Laws.
Amendments
----------
52. These By-Laws, except as hereinabove otherwise provided, may be altered
or amended by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, at any regular or special meeting of
the stockholders if notice of the proposed alteration or amendment be contained
in the notice of the meeting, or, except as hereinbefore and in the Certificate
of Incorporation of this Corporation otherwise provided, by the affirmative vote
of a majority of the Board of Directors; provided, however, that no change of
the time or place for the election of directors shall be made within sixty days
next before the day on which such election is to be held, and that in case of
any change of such time or place notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least twenty days before the election is held.
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EXHIBIT 99
DESCRIPTION OF NORWEST CORPORATION COMMON STOCK
PRELIMINARY NOTES
This exhibit contains a description of the common stock, par value
$1-2/3 per share ("Common Stock" or, with respect to shares of Common Stock,
"Common Shares"), of Norwest Corporation ("Norwest"). Norwest has filed this
exhibit with the Securities and Exchange Commission (the "Commission") to
provide a description of the Common Shares that may be incorporated by reference
from time to time into one or more prospectuses of Norwest covering Common
Shares. The term "Prospectus," when used below, means the particular prospectus
that, by reference to this exhibit, has incorporated the description of the
Common Shares contained in this exhibit.
The information in this exhibit supersedes the description of the
Common Shares in Norwest's current report on Form 8-K dated April 30, 1996
(filed May 1, 1996) in its entirety. Some of the information included in this
exhibit will be updated from time to time by information in Norwest's annual,
quarterly and current reports (including exhibits) filed with the Commission
under the Securities Exchange Act of 1934, as amended. For that reason, the
description of the Common Shares in this exhibit should be read together with
Norwest's then most recent annual report on Form 10-K and its quarterly reports
on Form 10-Q and current reports on Form 8-K filed since that annual report.
The following description of the Common Shares reflects the two-for-one
split of the Common Shares effected in the form of a 100% stock dividend
distributed on October 10, 1997, to stockholders of record on October 2, 1997.
AUTHORIZED AND OUTSTANDING COMMON SHARES
Norwest is authorized to issue 1,000,000,000 Common Shares. As of June
30, 1997, as adjusted to reflect the stock dividend distributed on October 10,
1997, Norwest had issued 762,219,912 Common Shares, of which 748,537,568 shares
were outstanding and 13,682,344 shares were held as treasury shares. All
outstanding Common Shares are duly authorized, validly issued and nonassessable.
Norwest Bank Minnesota, National Association, a subsidiary of Norwest, is the
transfer agent and registrar for the Common Shares.
CERTAIN RIGHTS OF HOLDERS OF COMMON SHARES
Voting. Each Common Share entitles the holder to one vote on all
matters submitted to a vote of stockholders. Holders of Common Shares do not
have any cumulative voting rights. For that reason, holders of a majority of the
Common Shares entitled to vote in any election of directors of Norwest may elect
all of the directors standing for election.
Dividends. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by Norwest's board of directors out of
funds legally available therefor, subject to (a) preferential dividend rights of
all then outstanding Preferred Shares and Preference Shares (each as defined
below), and (b) such other restrictions as may be imposed on Norwest pursuant to
financing agreements and other contracts entered into by Norwest from time to
time.
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See in this document "Common Share Dividend Restrictions" and "Other Securities
Affecting the Rights of Holders of Common Stock" and in the Prospectus "CERTAIN
REGULATORY AND OTHER CONSIDERATIONS PERTAINING TO NORWEST--Dividend
Restrictions."
Assets upon Dissolution. Upon the liquidation, dissolution or winding
up of Norwest, subject to the prior rights of all then outstanding Preferred
Shares and Preference Shares, holders of Common Shares are entitled to receive
ratably the assets of Norwest available after the payment of all debts and other
liabilities.
No Preemptive or Conversion Rights. Holders of Common Shares do not, as
such, have any preemptive or subscription rights to purchase additional
securities issued by Norwest or any rights to convert their Common Shares into
other securities of Norwest or have their shares redeemed by Norwest.
Preferred Share Purchase Rights. Each issued Common Share includes a
right to purchase a fraction of a Series A Junior Participating Preferred Share.
See "Rights Plan" below.
COMMON SHARE DIVIDEND RESTRICTIONS
Norwest is a legal entity separate and distinct from its banking and
other subsidiaries. Its principal source of funds to pay dividends on its common
and preferred stock and debt service on its debt is dividends from its
subsidiaries. Various federal and state statutes and regulations limit the
amount of dividends that may be paid to Norwest by its banking subsidiaries
without regulatory approval. See in the Prospectus "CERTAIN REGULATORY AND OTHER
CONSIDERATIONS PERTAINING TO NORWEST--Dividend Restrictions" for a discussion of
banking regulations that may limit the payment of dividends.
As a corporation incorporated under the laws of the state of Delaware,
Norwest is governed by the Delaware General Corporation Law (the "DGCL"). The
DGCL allows a corporation to pay dividends only out of surplus or, if there is
no surplus, out of net profits for the fiscal year in which declared and for the
preceding fiscal year. Section 170 of the DGCL provides that dividends may not
be paid out of net profits if, after the payment of the dividend, the
corporation's capital is less than the capital represented by the outstanding
stock of all classes having a preference upon the distribution of assets.
Norwest pays dividends on Common Shares only when, as and if declared
by its board of directors.
OTHER SECURITIES AFFECTING THE RIGHTS OF HOLDERS OF COMMON STOCK
General. Norwest is authorized to issue 5,000,000 shares of preferred
stock, no par value ("Preferred Stock" or, with respect to shares of Preferred
Stock, "Preferred Shares"), and 4,000,000 shares of preference stock, no par
value ("Preference Stock" or, with respect to shares of Preference Stock,
"Preference Shares"). Norwest's board of directors is authorized to issue
Preferred Stock and Preference Stock in one or more series and to fix the
relative rights, preferences, privileges and restrictions thereof, including
dividend rates, conversion rights, voting rights, terms of redemption,
liquidation preferences, and the designation of any series and the number of
shares constituting such series, all without any vote or other action on the
part of stockholders, except that holders of Preference Stock will not be
entitled to more than one vote
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per share. To designate a series of Preferred Stock or Preference Stock for
issuance, Norwest files a certificate with the Delaware Secretary of State
designating the rights, preferences, privileges and restrictions of the series
(each, a "Certificate of Designations"). Norwest generally files a copy of each
Certificate of Designations as part of an annual, quarterly or current report
filed with the Commission. The Certificate of Designations for each series of
Preferred Stock outstanding as of the date of the Prospectus has been filed as
an exhibit to the registration statement of which the Prospectus is a part and
is incorporated by reference into this exhibit.
As of June 30, 1997, Norwest had issued and outstanding 1,071,234
shares of Preferred Stock, consisting of 980,000 shares of Cumulative Tracking
Preferred Stock (the "Tracking Preferred Stock"), of which 25,000 were held by a
subsidiary of Norwest, 10,823 shares of ESOP Cumulative Convertible Preferred
Stock (the "ESOP Preferred Stock"), 21,690 shares of 1995 ESOP Cumulative
Convertible Preferred Stock (the "1995 ESOP Preferred Stock"), 23,663 shares of
1996 ESOP Cumulative Convertible Preferred Stock (the "1996 ESOP Preferred
Stock") and 35,058 shares of 1997 ESOP Cumulative Convertible Preferred Stock
(the "1997 ESOP Preferred Stock"). Norwest had not issued any shares of
Preference Stock as of June 30, 1997. Norwest generally provides information
concerning the number of outstanding shares of Preferred Stock and Preference
Stock in its consolidated financial statements (including the notes related
thereto) included in its annual and quarterly reports filed with the Commission.
Certain rights of holders of Common Stock are subject to, and may be adversely
affected by, the rights of holders of shares of Preferred Stock and Preference
Stock then outstanding.
Norwest's board of directors has designated 1,250,000 shares of
Preferred Stock for issuance as Series A Junior Participating Preferred Stock
pursuant to the Rights Agreement. See "Rights Plan" below.
Outstanding Preferred Stock.
Tracking Preferred Stock. The Tracking Preferred Stock has a stated
value of $200.00 per share. The holders of the Tracking Preferred Stock are also
collectively the assignees of Norwest's entire beneficial ownership interest in
Class A preferred limited liability company interests (the "Class A Preferred
Securities") of Residential Home Mortgage, L.L.C. (the "Limited Liability
Company").
The Tracking Preferred Stock provides for cumulative annual cash
dividends per share of Tracking Preferred Stock equal to the product of the
Dividend Rate (as defined in the Certificate of Designations for the Tracking
Preferred Stock) and $200.00 payable quarterly. The Dividend Rate is currently
9.3% and will be reset on January 1, 2000 and on January 1 of each fifth year
thereafter as described in the Certificate of Designations for the Tracking
Preferred Stock. The Tracking Preferred Stock also provides for certain
additional cash distributions that are based upon the results of operations of
the Limited Liability Company, payable on December 31, 1999 and on December 31
of each fifth year thereafter. The terms of the Tracking Preferred Stock provide
that the amount of certain dividends distributed or distributions paid to the
holders of Tracking Preferred Stock as assignees of Norwest's interest in the
Class A Preferred Securities of the Limited Liability Company will reduce dollar
for dollar, respectively, the dividends and distributions to which the holders
of the Tracking Preferred Stock would otherwise be entitled pursuant to the
terms of the Certificate of Designations for the Tracking Preferred Stock.
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The Tracking Preferred Stock is subject to redemption, in whole or in
part, at the option of Norwest, at a per share price equal to the greater of (i)
$200.00 per share, plus accrued and unpaid dividends thereon to the date fixed
for redemption, and (ii) the Fair Market Value of a Per Share Tracking Interest
in the Limited Liability Company (as defined in the Certificate of Designations
for the Tracking Preferred Stock). Subject to certain exceptions set forth in
the Certificate of Designations for the Tracking Preferred Stock, the Tracking
Preferred Stock is not subject to redemption prior to December 31, 1999. Any
redemption payments received by a holder of Tracking Preferred Stock as an
assignee of Norwest's interest in Class A Preferred Securities of the Limited
Liability Company will reduce dollar for dollar the amount of redemption
payments to which the holders of Tracking Preferred Stock would otherwise be
entitled pursuant to the terms of the Certificate of Designations for the
Tracking Preferred Stock.
In the event of voluntary or involuntary liquidation, dissolution or
winding up of Norwest, the holders of Tracking Preferred Stock are entitled to
receive out of the assets of Norwest available for distribution to stockholders,
before any distribution of assets is made to the holders of Common Stock, a per
share amount equal to the greater of (i) $200.00 per share, plus accrued and
unpaid dividends to the date of final distribution, and (ii) the Fair Market
Value of a Per Share Tracking Interest in the Limited Liability Company. Any
liquidation payments received by a holder of Tracking Preferred Stock as an
assignee of Norwest's interest in Class A Preferred Securities of the Limited
Liability Company will reduce dollar for dollar the amount to which the holders
of the Tracking Preferred Stock would otherwise be entitled pursuant to the
terms of the Certificate of Designations for the Tracking Preferred Stock,
provided that no such reduction shall result from a payment made prior to
December 31, 1999 in connection with the voluntary dissolution of the Limited
Liability Company.
Except as required by law and other than in certain limited
circumstances, the holders of Tracking Preferred Stock are not entitled to vote.
The Tracking Preferred Stock does not have preemptive rights and is not subject
to any sinking fund or other obligation of Norwest to repurchase or redeem the
Tracking Preferred Stock.
ESOP Preferred Stock. The ESOP Preferred Stock has a stated value of
$1,000.00 per share. The ESOP Preferred Stock provides for cumulative quarterly
dividends at the rate of 9% per annum calculated as a percentage of stated
value. All outstanding shares of ESOP Preferred Stock are held of record by a
trustee acting on behalf of the Norwest Corporation Savings Investment Plan and
Master Savings Trust, or any successor to such plan (the "Savings Investment
Plan"). The ESOP Preferred Stock is subject to redemption, in whole or in part,
at the option of Norwest at a price equal to the higher of (i) $1,000.00 per
share, plus accrued and unpaid dividends thereon to the date fixed for
redemption, and (ii) the Fair Market Value (as defined in the Certificate of
Designations for the ESOP Preferred Stock) per share of ESOP Preferred Stock on
the date fixed for redemption.
The ESOP Preferred Stock is mandatorily convertible, without any
further action on the part of Norwest or the holder thereof, into Common Stock
at the then applicable Conversion Price (as defined in the Certificate of
Designations for the ESOP Preferred Stock) when (i) the ESOP Preferred Stock is
released from the unallocated reserve of the Savings Investment Plan in
accordance with the terms thereof, or (ii) when record ownership of the shares
of ESOP Preferred Stock is transferred to any person other than a successor
trustee under the Savings Investment Plan. In addition, a holder of ESOP
Preferred Stock is entitled, at any time prior to
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the date fixed for redemption, to convert shares of ESOP Preferred Stock held by
such holder into shares of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation, dissolution or
winding up of Norwest, the holders of ESOP Preferred Stock are entitled to
receive out of the assets of Norwest available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock, $1,000.00
per share, plus accrued and unpaid dividends. Except as required by law and
other than in certain limited circumstances, the holders of ESOP Preferred Stock
are not entitled to vote. The ESOP Preferred Stock does not have preemptive
rights and is not subject to any sinking fund or other obligation of Norwest to
repurchase or redeem the ESOP Preferred Stock.
1995 ESOP Preferred Stock. The 1995 ESOP Preferred Stock has a stated
value of $1,000.00 per share. The 1995 ESOP Preferred Stock provides for
cumulative quarterly dividends at the rate of 10% per annum calculated as a
percentage of stated value. All outstanding shares of 1995 ESOP Preferred Stock
are held of record by a trustee acting on behalf of the Savings Investment Plan.
The 1995 ESOP Preferred stock is subject to redemption, in whole or in part, at
the option of Norwest at a price equal to the higher of (i) $1,000.00 per share,
plus accrued and unpaid dividends thereon to the date fixed for redemption, and
(ii) the Fair Market Value (as defined in the Certificate of Designations for
the 1995 ESOP Preferred Stock) per share of 1995 ESOP Preferred Stock on the
date fixed for redemption.
The ESOP Preferred Stock is mandatorily convertible, without any
further action on the part of Norwest or the holder thereof, into Common Stock
at the then applicable Conversion Price (as defined in the Certificate of
Designations for the 1995 ESOP Preferred Stock) when (i) the 1995 ESOP Preferred
Stock is released from the unallocated reserve of the Savings Investment Plan in
accordance with the terms thereof, or (ii) when a record ownership of the shares
of 1995 ESOP Preferred Stock is transferred to any person other than a successor
or trustee under the Savings Investment Plan. In addition, a holder of 1995 ESOP
Preferred Stock is entitled, at any time prior to the date fixed for redemption,
to convert shares of 1995 ESOP Preferred Stock held by such holder into shares
of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation, dissolution or
winding up of Norwest, the holders of 1995 ESOP Preferred Stock are entitled to
receive out of the assets of Norwest available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock, $1,000.00
per share, plus accrued and unpaid dividends. Except as required by law and
other than in certain limited circumstances, the holders of 1995 ESOP Preferred
Stock are not entitled to vote. The 1995 ESOP Preferred Stock does not have
preemptive rights and is not subject to any sinking fund or other obligations of
Norwest to repurchase or redeem the 1995 ESOP Preferred Stock.
1996 ESOP Preferred Stock. The 1996 ESOP Preferred Stock has a stated
value of $1,000.00 per share. The 1996 ESOP Preferred Stock provides for
cumulative quarterly dividends at the rate of $85.00, $90.00 or $95.00 per annum
based on the Current Market Price (as defined in the Certificate of Designations
for the 1996 ESOP Preferred Stock) of one share of Common Stock as of a fixed
trading date. All outstanding shares of 1996 ESOP Preferred Stock are held of
record by a trustee acting on behalf of the Savings Investment Plan. The 1996
ESOP Preferred Stock is subject to redemption, in whole or in part, at the
option of Norwest at a price
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equal to the higher of (i) $1,000.00 per share, plus accrued and unpaid
dividends thereon to the date fixed for redemption, and (ii) the Fair Market
Value (as defined in the Certificate of Designations for the 1996 ESOP Preferred
Stock) per share of 1996 ESOP Preferred Stock on the date fixed for redemption.
The 1996 ESOP Preferred Stock is mandatorily convertible, without any
further action on the part of Norwest or the holder thereof, into Common Stock
at the applicable Conversion Price (as defined in the Certificate of
Designations for the 1996 ESOP Preferred Stock) when (i) the 1996 ESOP Preferred
Stock is released from the unallocated reserve of the Savings Investment Plan in
accordance with the terms thereof, or (ii) when record ownership of the shares
of 1996 ESOP Preferred Stock is transferred to any person other than a successor
trustee under the Savings Investment Plan. In addition, a holder of 1996 ESOP
Preferred Stock is entitled, at any time prior to the date fixed for redemption,
to convert shares of 1996 ESOP Preferred Stock held by such holder into shares
of Common Stock at the then applicable Conversion Price.
In the event of voluntary or involuntary liquidation, dissolution or
winding up of Norwest, the holders of 1996 ESOP Preferred Stock are entitled to
receive out of the assets of Norwest available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock, $1,000.00
per share, plus accrued and unpaid dividends. Except as required by law and
other than in certain limited circumstances, the holders of 1996 ESOP Preferred
Stock are not entitled to vote. The 1996 ESOP Preferred Stock does not have
preemptive rights and is not subject to any sinking fund or other obligation of
Norwest to repurchase or redeem the 1996 ESOP Preferred Stock.
1997 ESOP Preferred Stock. The 1997 ESOP Preferred Stock has a stated
value of $1,000.00 per share. The 1997 ESOP Preferred Stock provides for
cumulative quarterly dividends at the rate of $95.00, $100.00 or $105.00 per
annum based on the Current Market Price (as defined in the Certificate of
Designations for the 1997 ESOP Preferred Stock) of one share of Common Stock as
of a fixed trading date. All outstanding shares of 1997 ESOP Preferred Stock are
held of record by a trustee acting on behalf of the Savings Investment Plan. The
1997 ESOP Preferred Stock is subject to redemption, in whole or in part, at the
option of Norwest at a price equal to the higher of (i) $1,000.00 per share,
plus accrued and unpaid dividends thereon to the date fixed for redemption, and
(ii) the Fair Market Value (as defined in the Certificate of Designations for
the 1997 ESOP Preferred Stock) per share of 1997 ESOP Preferred Stock on the
date fixed for redemption.
The 1997 ESOP Preferred Stock is mandatorily convertible, without any
further action on the part of Norwest or the holder thereof, into Common Stock
at the applicable Conversion Price (as defined in the Certificate of
Designations for the 1997 ESOP Preferred Stock) when (i) the 1997 ESOP Preferred
Stock is released from the unallocated reserve of the Savings Investment Plan in
accordance with the terms thereof, or (ii) when record ownership of the shares
of 1997 ESOP Preferred Stock is transferred to any person other than a successor
trustee under the Savings Investment Plan. In addition, a holder of 1997 ESOP
Preferred Stock is entitled, at any time prior to the date fixed for redemption,
to convert shares of 1997 ESOP Preferred Stock held by such holder into shares
of Common Stock at the then applicable Conversion Price.
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In the event of voluntary or involuntary liquidation, dissolution or
winding up of Norwest, the holders of 1997 ESOP Preferred Stock are entitled to
receive out of the assets of Norwest available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock, $1,000.00
per share, plus accrued and unpaid dividends. Except as required by law and
other than in certain limited circumstances, the holders of 1997 ESOP Preferred
Stock are not entitled to vote. The 1997 ESOP Preferred Stock does not have
preemptive rights and is not subject to any sinking fund or other obligation of
Norwest to repurchase or redeem the 1997 ESOP Preferred Stock.
RIGHTS PLAN
On November 22, 1988, Norwest's board of directors declared a dividend
of one preferred share purchase right (a "Right") for each outstanding Common
Share. The dividend was paid on December 9, 1988 (the "Record Date") to the
stockholders of record on that date. Each Right originally entitled the
registered holder to purchase from Norwest one one-hundredth of a share of
Series A Junior Participating Preferred Stock, without par value (the "Series A
Preferred Shares"), of the Company, subject to adjustment, at a price of $175.00
per one one-hundredth of a Series A Preferred Share (the "Purchase Price"). As
of October 10, 1997, each Right entitles the registered holder to purchase from
the Company one eight-hundredth of a Series A Preferred Share. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Citibank, N.A., as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 25% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of Norwest's board of directors prior to such time as any
person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 25% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of the Summary of Rights
attached to the Rights Agreement as Exhibit C (the "Summary of Rights") attached
to such certificate.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
Common Shares, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares,
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 23, 1998 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by
Norwest, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Shares, (ii) upon the grant to holders of the Series A
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series A Preferred Shares at a price, or securities convertible into Series A
Preferred Shares with a conversion price, less than the then current market
price of the Series A Preferred Shares or (iii) upon the distribution to holders
of the Series A Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Series A Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Series A Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
On June 27, 1989, Norwest's board of directors declared a two-for-one
split of the Common Shares to be effected in the form of a 100% stock dividend
payable on July 21, 1989, to common stockholders of record on July 7, 1989; on
April 27, 1993, Norwest's board of directors declared a two-for-one split of the
Common Shares to be effected in the form of a 100% stock dividend payable on
June 28, 1993, to common stockholders of record on June 4, 1993; and on
September 23, 1997, Norwest's board of directors declared a two-for-one split of
the Common Shares to be effected in the form of a 100% stock dividend payable on
October 10, 1997, to common stockholders of record on October 2, 1997
(collectively, the "Stock Dividends"). Pursuant to the provisions of the Rights
Agreement, certain adjustments to the number of Rights outstanding, the number
of Series A Preferred Shares purchasable upon exercise of each Right, and the
Redemption Price (as defined in the Rights Agreement) are required as a result
of the Stock Dividends. A copy of a Certificate of Adjustment dated July 21,
1989, a Certificate of Adjustment dated June 28, 1993 and a Certificate of
Adjustment dated October 10, 1997, delivered by Norwest to the Rights Agent and
setting forth the required adjustments, are attached as Exhibits 3, 4 and 5,
respectively, to Norwest's registration statement on Form 8-A dated December 6,
1988, as amended by Form 8-A/A filed October 13, 1997, and are incorporated
herein by reference.
Series A Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 800 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Series A Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 800 times the payment made per
Common Share. Each Series A Preferred Share will have 800 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are
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exchanged, each Series A Preferred Share will be entitled to receive 800 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Series A Preferred Shares' dividend,
liquidation and voting rights, the value of the one eight-hundredth interest in
a Series A Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that Norwest is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that (i) any
person or group of affiliated or associated persons becomes the beneficial owner
of 25% or more of the outstanding Common Shares (unless such person first
acquires 25% or more of the outstanding Common Shares by a purchase pursuant to
a tender offer for all of the Common Shares for cash, which purchase increases
such person's beneficial ownership to 85% or more of the outstanding Common
Shares) or (ii) during such time as there is an Acquiring Person, there shall be
a reclassification of securities or a recapitalization or reorganization of
Norwest or other transaction or series of transactions involving Norwest which
has the effect of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of Norwest or any of its
subsidiaries beneficially owned by the Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right (or, at the option of
Norwest, an equivalent number of one eight-hundredths of a Series A Preferred
Share).
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 25% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, Norwest's board of directors may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one Common Share, or one
eight-hundredth of a Series A Preferred Share (or of a share of a class or
series of Norwest's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of a
Series A Preferred Share, which may, at the election of Norwest, be evidenced by
scrip or depositary receipts) and in lieu thereof, an adjustment in cash will be
made based on the market price of the Series A Preferred Shares on the last
trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 25% or more of the outstanding
Common Shares, Norwest's board of directors may redeem the Rights in whole, but
not in part, at a price of $.00125 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis and
with such conditions as Norwest's board of directors in its sole discretion may
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establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by Norwest's board of directors
without the consent of the holders of the Rights, including an amendment to
lower the 25% triggering thresholds described above to not less than the greater
of (i) any percentage greater than the largest percentage of the outstanding
Common Shares then known to Norwest to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 15%, except that from and
after such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Norwest, including, without limitation, the right to
vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Norwest on
terms not approved by Norwest's board of directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by
Norwest's board of directors since the Rights may be redeemed by Norwest at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 25% or more of the Common Shares.
The Rights Agreement, dated as of November 22, 1988, between Norwest
and Citibank, N.A., as Rights Agent, specifying the terms of the Rights and
including the form of the Certificate of Designation, Preferences and Rights
setting forth the terms of the Series A Preferred Shares as an exhibit thereto,
the press release announcing the declaration of the Rights, and the Certificates
of Adjustment setting forth adjustments required by the Stock Dividends are
attached as exhibits to Norwest's registration statement on Form 8-A, as amended
by Form 8-A/A filed October 13, 1997, and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.
FUTURE SALES OF CAPITAL STOCK
Pursuant to registration statements filed with the Commission, Norwest
has and will continue to have registered under the Securities Act of 1933, as
amended, an indeterminate number of securities (the "Shelf Securities"), which
Norwest may issue from time to time as, among other securities, Preferred Stock
or Preference Stock or securities convertible into or exercisable for Common
Stock, Preferred Stock or Preference Stock. As of September 30, 1997, Norwest
had available for issuance Shelf Securities having an aggregate initial public
offering price of approximately $4.95 billion. Norwest's board of directors may
issue the Shelf Securities at any time and from time to time without any vote or
other action on the part of stockholders.
No prediction can be made as to the effect, if any, that future sales
of shares of Norwest's capital stock will have on the market price of the Common
Stock prevailing from time to time. Sales of substantial amounts of capital
stock in the public market, or the perception that such sales could occur, could
adversely affect the prevailing market price of Common Stock. Future sales of
Norwest's capital stock may result in dilution to existing stockholders. In
addition, because certain rights of the holders of Common Stock are subject to
the rights of the holders of
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each series of Preferred Stock and Preference Stock then outstanding, the
issuance after the date of this report of shares of Preferred Stock or
Preference Stock will further limit such rights.
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