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As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-31763
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
NORWEST CENTER
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1293
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
Stanley S. Stroup
Executive Vice President and General Counsel Copy to:
Norwest Corporation Robert J. Kaukol
Norwest Center Norwest Corporation
Sixth and Marquette Sixth and Marquette
Minneapolis, Minnesota 55479-1026 Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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--------------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference herein: (a) annual report on Form 10-K for the year
ended December 31, 1996; (b) quarterly reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1977; (c) current reports on Form 8-K dated
January 16, 1997 (filed January 23, 1997), April 14, 1997 (filed April 21,
1997), June 3, 1997 (filed June 10, 1997) and July 14, 1997 (filed July 21,
1997); (d) current report on Form 8-K dated April 30, 1996 (filed May 1, 1996)
containing a description of the Common Stock; and (iv) registration statement on
Form 8-A dated December 6, 1988, as amended pursuant to Form 8-A/A dated June
29, 1993, relating to preferred stock purchase rights accompanying shares of
Common Stock.
All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that
statement contained herein or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the registrant. The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibits:
8 - Opinion of Philips and Associates, P.C.
10 - Deferred Compensation Agreement (included in Proxy Statement-
Prospectus as Appendix B).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (S)230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 of section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registration hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new
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registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons for the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore
unenforceable In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question where such indemnification by it
is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on September 8, 1997.
NORWEST CORPORATION
BY: /s/ Richard M. Kovacevich
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Richard M. Kovacevich
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has
been signed on September 8, 1977 by the following persons in the capacities
indicated:
/s/ Richard M. Kovacevich Chairman and Chief Executive Officer
- ------------------------------------ (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- ------------------------------------ Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- ------------------------------------ (Principal Accounting Officer
Michael A. Graf
J. A. BLANCHARD III )
LES S. BILLER )
DAVID A. CHRISTENSEN )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
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*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
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Richard M. Kovacevich
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Form of
Number Description Filing
------- ----------- -------
8. Opinion of Philips and Associates, P.C. Electronic Transmission
10. Deferred Compensation Agreement (included
in Proxy Statements--Prospectus as
Appendix B)
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Exhibit 8
August 25, 1997
The Bank of the Southwest, N.A.
523 San Juan
Pagosa Springs, CO 81147
Ladies and Gentlemen:
We have acted as tax counsel to The Bank of the Southwest, National Association,
a Colorado corporation ("Southwest"), in connection with the proposed
consolidation ("Consolidation") of Norwest Interim Bank Southwest, National
Association, a Colorado corporation and a direct wholly-owned subsidiary
("Interim Sub") of Norwest corporation, a Delaware corporation ("Parent"), with
and into Southwest, pursuant to the terms of the Agreement and Plan of
Reorganization dated as of March 18, 1997 and as amended on April 11, 1997
("Reorganization Agreement") by and among Southwest and Parent. This opinion is
being rendered pursuant to Section 6 (h) of the Reorganization Agreement.
In rendering this opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Reorganization Agreement, and such other documents and records as we have
deemed necessary and relevant for purposes of this opinion. In addition, we
have expressly relied upon certain representations made to us by officers and
certain shareholders of the Southwest. If any statements contained in the
Reorganization Agreement are not true and accurate, or if any representations
made to us are not true and accurate, then we express no opinion to the extent
that the subject matter of this opinion is affected thereby. We have assumed the
genuineness of all signatures, the authenticity of all documents and records
submitted to us as originals, the conformity to authentic original documents and
records of all documents and records submitted to us as copies, and the
truthfulness of all statements of fact contained therein. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to them in the Reorganization Agreement.
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The Bank of the Southwest, N.A.
August 25, 1997
Page 2
This opinion is based on the current provisions of the Internal Revenue Code of
1986, as amended ("Code"), Treasury Regulations promulgated thereunder,
pertinent judicial authorities, published pronouncements of Internal Revenue
Service and such other authorities as we have considered necessary and relevant.
There can be no assurance that the legal authorities upon which this opinion is
based will not be modified, revoked, supplemented, amended, revised, reversed,
or overruled. We assume no obligation to update or supplement this opinion to
reflect changes in such legal authorities.
In addition to the above-referenced assumptions, in rendering our opinion we
have also assumed that (i) prior to the Consolidation, Parent will be in control
of Interim Sub within the meaning of Section 368(c) of the Code, (ii) Parent
has no plan or intention to cause Southwest to issue additional shares of
Southwest Stock that would result in Parent losing control of Southwest within
the meaning of Section 368(c) of the Code, (iii) Parent has no plan or
intention to reacquire any of the Parent Common Stock issued in the
Consolidation, (iv) following the Consolidation, Parent intends to cause
Southwest to continue its historic business or to use a significant portion of
its historic business assets in a business, and (v) Parent or Interim Sub is not
a regulated investment company, a real estate investment, trust, or a
corporation with more than fifty percent (50%) of its assets (excluding cash and
cash equivalents) consisting of stock or securities (without regard to stock or
securities in a fifty percent (50%) owned (in value or voting power) subsidiary
corporation) and more than eighty percent (80%) of its assets being held for
investment. Moreover, in rendering our opinion, we have assumed that Parent has
no plan or intention to liquidate Southwest; to merge Southwest with or into
another corporation not controlled by Parent; to sell or otherwise dispose of
the stock of Southwest, except for transfers of stock to corporations controlled
by the Parent; or to cause Southwest to sell or otherwise dispose of any of
Southwest's assets or of any of the assets acquired by Southwest from Interim
Sub, except for dispositions made in ordinary course of business or transfers of
assets to a corporation controlled by Southwest.
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The Bank of the Southwest, N.A.
August 25, 1997
Page 3
Based on the foregoing and subject to the limitations and assumptions set forth
herein, and having due regard for such legal considerations as we deem relevant,
we are of the opinion that:
1. The Consolidation will constitute a reorganization within the meaning of
section 368(a)(1)(A) and 368(a)(2)(E) of the Code.
2. A shareholder of Southwest ("Southwest Shareholder") who, as a result of
the Consolidation, exchanges his or her Southwest Common Stock solely for
Parent Common Stock will not recognize any gain or loss upon such
exchange, except that gain or loss will be recognized on the receipt of
cash received in lieu of fractional shares of Parent Common Stock.
3. A Southwest Shareholder's aggregate tax basis in the shares of Parent
Common Stock received pursuant to the Consolidation in exchange for
Southwest Common Stock will be equal to the aggregate tax basis of the
shares of Southwest Common Stock surrendered in the exchange therefor
(decreased by the amount of any tax basis allocable to fractional shares
of Parent Common Stock for which cash is received).
4. Each Southwest Shareholder who held Southwest Common Stock as a capital
asset at the Effective Time will include in his or her holding period for
the Parent Common Stock received in the Consolidation the holding period
of the shares of Southwest Common Stock surrendered in exchange therefor.
5. A Southwest Shareholder who receives cash in the Consolidation in lieu of
a fractional share of Parent Common Stock will recognize gain or loss
equal to the difference between the amount of cash received and the
portion of such holder's adjusted tax basis in the shares of Southwest
Common Stock allocable to such fractional share interest. Such gain or
loss will be long-term capital gain or loss provided such shares of
Southwest Common Stock deemed surrendered for such fractional share
interest of Parent Common Stock were held by the holders as a capital
asset as of the Effective Time for a period of more than one year.
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The Bank of the Southwest, N.A.
August 25, 1997
Page 4
Our opinion is limited to the foregoing federal income tax consequences of the
Consolidation to Southwest and Southwest's Shareholders, which are the only
matters as to which you have requested our opinion. We have not addressed any
other federal income tax consequences of the Consolidation (i) to the Parent or
the Interim Sub or (ii) to Southwest and Southwest's Shareholders other than
those specifically set forth herein; and we have not considered any matters
(including state or local tax consequences) arising under the laws of any
jurisdiction other than matters of federal law arising under the laws of the
United States as expressly set forth herein. This opinion is being furnished
solely for the benefit of Southwest in connection with the closing of the
reorganization and may not be used or relied upon by the Parent or by the
Interim Sub or for any other purpose.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit No. 8 to the Registration Statement of Parent on Form S-4,
filed July 23, 1997, as amended (File no. 333-31763). We do not admit that we
are "experts", as to income tax issues under the Securities Act of 1933 or the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission.
Very truly yours,
/s/ Philips and Associates, P.C.
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Philips and Associates, P.C.
