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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Norwest Corporation
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(Exact name of registrant as specified in its charter)
Delaware 41-0449260
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(State of incorporation or organization) (IRS Employer Identification No.)
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On November 22, 1988, the Board of Directors of Norwest Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $1-2/3 per share (the
"Common Shares"), of the Company. 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 the Company one one-
hundredth of a share of Series A Junior Participating Preferred Stock, without
par value (the "Preferred Shares"), of the Company, subject to adjustment, at a
price of $175.00 per one one-hundredth of 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 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 the 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 with and 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.
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
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extended or unless the Rights are earlier redeemed by the Company, in each case,
as described below.
The Purchase Price payable, and the number of 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in 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
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, the Company'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, the Company'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, the Company'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 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 the Company to the Rights Agent and setting
forth the required adjustments, are attached hereto as Exhibits 3, 4 and 5,
respectively, and are incorporated herein by reference.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each 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 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 Preferred
Share will have 800 votes, voting together with the
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Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each 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 Preferred Shares' dividend, liquidation and
voting rights, the value of the one eight-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company 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 the
Company or other transaction or series of transactions involving the Company
which has the effect of increasing by more than 1% the proportionate share of
the outstanding shares of any class of equity securities of the Company 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
the Company, an equivalent number of one eight-hundredths of 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, the Board of Directors of the Company 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 Preferred Share (or of a share of a class or series of
the Company'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 Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the
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Company, 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 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, the Board of Directors of the Company 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 the Board of Directors in its sole
discretion may 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 the Board of Directors of the
Company 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 the Company 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 the Company, 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 the Company
on terms not approved by the Company'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
the Board of Directors since the Rights may be redeemed by the Company 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 the Company
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 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 hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
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Item 2. Exhibits.
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1. Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. which includes the form of Certificate
of Designation, Preferences and Rights setting forth the terms of the
Series A Junior Participating Preferred Stock, without par value, as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership
of 25% or more of the Common Shares or the tenth business day (or such
later date as may be determined by action of the Board of Directors)
after a person commences, or announces its intention to commence, 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 the
Common Shares (incorporated by reference to Norwest Corporation's Form
8-A dated December 6, 1988).
2. Press release dated November 22, 1988 (incorporated by reference to
Norwest Corporation's Form 8-A dated December 6, 1988).
3. Certificate of Adjustment delivered by Norwest Corporation to
Citibank, N.A., as Rights Agent, on July 21, 1989 (incorporated by
reference to Norwest Corporation's Form 8 dated July 21, 1989).
4. Certificate of Adjustment delivered by Norwest Corporation to
Citibank, N.A., as Rights Agent, on June 28, 1993 (incorporated by
reference to Norwest Corporation's Form 8-A/A dated June 29, 1993).
5. Certificate of Adjustment delivered by Norwest Corporation to
Citibank, N.A., as Rights Agent, on October 10, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: October 14, 1997
NORWEST CORPORATION
By /s/ Laurel A. Holschuh
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Laurel A. Holschuh
Senior Vice President and Secretary
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EXHIBIT INDEX
Form of
Filing
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1. Rights Agreement, dated as of November 22, 1988,
between Norwest Corporation and Citibank, N.A.
which includes the form of Certificate of
Designation, Preferences and Rights setting
forth the terms of the Series A Junior
Participating Preferred Stock, without par
value, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as
Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will
not be mailed until as soon as practicable
after the earlier of the tenth day after
public announcement that a person or group
has acquired beneficial ownership of 25% or
more of the Common Shares or the tenth
business day (or such later date as may be
determined by action of the Board of
Directors) after a person commences,
or announces its intention to commence,
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 the
Common Shares.*
2. Press release dated November 22, 1988.*
3. Certificate of Adjustment delivered by Norwest
Corporation to Citibank, N.A., as Rights Agent,
on July 21, 1989.**
4. Certificate of Adjustment delivered by
Norwest Corporation to Citibank, N.A.,
as Rights Agent, on June 28, 1993. ***
5. Certificate of Adjustment delivered by Electronic
Norwest Corporation to Citibank, N.A., Transmission
as Rights Agent, on October 10, 1997.
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* Previously filed by paper with Form 8-A dated December 6, 1988
** Previously filed by paper with Form 8 dated July 21, 1989
*** Previously filed by paper with Form 8-A/A dated June 29, 1993
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Exhibit 5
CERTIFICATE OF ADJUSTMENT
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Pursuant to Section 12 of the Rights Agreement (the "Rights Agreement"),
dated as of November 22, 1988, between Norwest Corporation (the "Company") and
Citibank, N.A., as Rights Agent, the Company hereby certifies as follows:
I. Statement of Facts
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At its September 23, 1997 meeting, the Company's Board of Directors
declared a two-for-one split of the outstanding shares of common stock, par
value $1-2/3 per share (the "Common Shares"), of the Company to be effected in
the form of a 100% stock dividend (the "Stock Dividend") to holders of the
Company's issued and outstanding Common Shares. The Stock Dividend is payable
on October 10, 1997, to stockholders of record on October 2, 1997. Pursuant to
the provisions of Sections 11 and 23 of the Rights Agreement, certain
adjustments to the number of Rights (as defined in the Rights Agreement)
outstanding, the number of Preferred Shares (as defined in the Rights
Agreement), and the Redemption Price (as defined in the Rights Agreement), as
previously adjusted by the Certificates of Adjustment dated July 21, 1989 and
June 28, 1993, shall be effected as set forth below.
II. Adjustments.
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The following adjustments shall be effected as of October 10, 1997,
pursuant to the terms of the Rights Agreement:
(a) Number of Rights Outstanding. Pursuant to Section 11(n) of the Rights
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Agreement, the number of Rights outstanding shall be adjusted by the issuance of
one new Right for each Common Share issued in the Stock Dividend (with one such
new Right to be attached to each such Common Share pursuant to the terms of the
Rights Agreement).
(b) Number of Preferred Shares Covered by Each Right. Pursuant to Section
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11(n) of the Rights Agreement, the number of Preferred Shares purchasable upon
exercise of each Right will be adjusted from one four-hundredth of a Preferred
Share to one eight-hundredth of a Preferred Share.
(c) Redemption Price. Pursuant to Section 23(a) of the Rights Agreement,
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the Redemption Price shall be adjusted from $.0025 to $.00125 per Right.
Dated this 10th day of October, 1997.
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
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Laurel A. Holschuh
Senior Vice President and
Secretary
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