<PAGE>
As filed with the Securities and Exchange Commission on July 9, 1997
Registration No. 333-25771
==========================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
Norwest Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 6711 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
<TABLE>
<CAPTION>
<S> <C>
Robert J. Kaukol John R. Brantley
Norwest Corporation Bracewell & Patterson, L.L.P.
Norwest Center 711 Louisana Street, Suite 2900
Sixth and Marquette Houston, Texas 77002
Minneapolis, Minnesota 55479-1026
</TABLE>
----------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
Exhibits:
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8 -- Opinion of Bracewell & Patterson, L.L.P.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description* Filing
- ------- ------------ -------
<S> <C> <C>
8 Opinion of Bracewell & Patterson, L.L.P. Electronic
Transmission
</TABLE>
<PAGE>
CONFORMED COPY
--------------
June 17, 1997
The First National Bankshares, Inc.
302 South First Street
Tucumcari, New Mexico 88401
Ladies and Gentlemen:
We have acted as counsel to The First National Bankshares, Inc., a New Mexico
corporation ("Company"), in connection with the proposed merger ("Merger") of
Norwest FNB Merger Co., a New Mexico corporation and a direct wholly-owned
subsidiary ("Merger Sub") of Norwest Corporation, a Delaware corporation
("Parent"), with and into the Company, pursuant to the terms of the Agreement
and Plan of Merger dated as of April 28, 1997 ("Merger Agreement") by and among
the Company and Merger Sub, and the Agreement and Plan of Reorganization dated
as of January 17, 1997 ("Reorganization Agreement"), by and among the Company
and Parent. This opinion is being rendered pursuant to Section 6(e) 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 Merger Agreement and 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 Company. If any
statements contained in the Merger Agreement or 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.
<PAGE>
The First National Bankshares, Inc.
June 17, 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 Merger, Parent will be in control of
Merger Sub within the meaning of Section 368(c) of the Code, (ii) Parent has no
plan or intention to cause the Company to issue additional shares of Company
Stock that would result in Parent losing control of the Company 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 Merger, (iv) following
the Merger, Parent intends to cause the Company to continue its historic
business or to use a significant portion of its historic business assets in a
business, and (v) Parent or Merger 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 the
Company; to merge the Company with or into another corporation not controlled by
Parent; to sell or otherwise dispose of the stock of the Company, except for
transfers of stock to corporations controlled by the Parent; or to cause the
Company to sell or otherwise dispose of any of the Company's assets or of any of
the assets acquired by the Company from Merger Sub, except for dispositions made
in the ordinary course of business or transfers of assets to a corporation
controlled the Company.
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 Merger 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 the Company ("Company Shareholder") who, as a result of
the Merger, exchanges his or her Company Common Stock solely for Parent
Common Stock will
<PAGE>
The First National Bankshares, Inc.
June 17, 1997
Page 3
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 Company Shareholder's aggregate tax basis in the shares of Parent Common
Stock received pursuant to the Merger in exchange for Company Common Stock
will be equal to the aggregate tax basis of the shares of Company Common
Stock surrendered in 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 Company Shareholder who held Company 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 Merger the holding period of the shares
of Company Common Stock surrendered in exchange therefor.
5. A Company Shareholder who receives cash in the Merger 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 Company Common Stock
allocable to such fractional share interest. Such gain or loss will be
long-term capital gain or loss provided such shares of Company Common Stock
deemed surrendered for such fractional share interest of Parent Common
Stock were held by the holder as a capital asset as of the Effective Time
for a period of more than one year.
Our opinion is limited to the foregoing federal income tax consequences of the
Merger to the Company and the Company'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 Merger (i) to the Parent or the Merger
Sub or (ii) to the Company and the Company'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 the Company in connection with the closing of the Merger and may not
be used or relied upon by the Parent or by the Merger Sub or for any other
purpose.
<PAGE>
The First National Bankshares, Inc.
June 17, 1997
Page 4
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 8 to the Registration Statement of Parent on Form S-4,
filed April 24, 1997, as amended (File No. 333-25771). We do not admit that we
are "experts" under the Securities Act of 1933 or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ BRACEWELL & PATTERSON, L. L. P.
Bracewell & Patterson, L.L.P.
