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: April 20, 1998
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (612) 667-1234
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Item 5. Other Events.
On February 23, 1998, Norwest Corporation's board of directors
authorized the issuance of 35,000 shares of 1998 ESOP Cumulative
Convertible Preferred Stock ("1998 ESOP Preferred Stock") having the
voting powers, preferences, and relative, participating, optional and
other special rights, and the qualifications, limitations and
restrictions, set forth in the Certificate of Designations for the 1998
ESOP Preferred Stock filed with the Delaware Secretary of State on
February 23, 1998. A copy of the Certificate of Designations for the
1998 ESOP Preferred Stock is attached to this report as Exhibit 3.
On February 24, 1998, Norwest Corporation issued 35,000 shares of 1998
ESOP Preferred Stock to Norwest Bank Minnesota, National Association,
as trustee of the Norwest Corporation Savings Investment Plan and the
Norwest Corporation Master Savings Trust.
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Item 7. Exhibits.
Filed herewith as Exhibit 3 is the Certificate of Designations for the
1998 ESOP Preferred 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
April 20, 1998 By: /s/ Laurel A. Holschuh
Laurel A. Holschuh
Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
3 Certificate of Designations with respect to the 1998 ESOP
Cumulative Convertible Preferred Stock.
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Exhibit 3
NORWEST CORPORATION
___________________________________
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
___________________________________
1998 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
(Without Par Value)
___________________________________
NORWEST CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolution was duly adopted by the Board of Directors of the
Corporation (the "Board"), pursuant to authority conferred upon the Board by
the provisions of the Restated Certificate of Incorporation of the Corporation,
as amended, which authorizes the issuance of up to 5,000,000 shares of
Preferred Stock, without par value (the "Preferred Stock"), at a meeting of the
Board duly held on February 23, 1998:
RESOLVED that the issuance of a series of Preferred Stock, without par
value, of the Corporation is hereby authorized and the designation,
voting powers, preferences, and relative, participating, optional, and
other special rights, and qualifications, limitations and restrictions
thereof, in addition to those set forth in the Restated Certificate of
Incorporation of the Corporation, as amended, are hereby fixed as
follows:
1998 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
1. Designation and Number of Shares; Restricted Issue.
(a) The designation of the series of Preferred Stock, without par
value, provided for herein shall be "1998 ESOP Cumulative Convertible
Preferred Stock" (hereinafter referred to as the "1998 ESOP Preferred
Stock") and the number of authorized shares constituting the 1998 ESOP
Preferred Stock is 35,000, based on an offering price for the 1998 ESOP
Preferred Stock of $1,077.50 per share. Each share of 1998 ESOP
Preferred Stock shall have a stated value of $1,000.00 per share. The
number of authorized shares of 1998 ESOP Preferred Stock may be reduced
by further resolution duly adopted by the Board or the Securities
Committee and by the filing of a certificate pursuant to the provisions
of the General Corporation Law of the State of Delaware stating that
such reduction has been so authorized, provided, however, that the
authorized number of shares of 1998 ESOP Preferred Stock shall not be
decreased below the then outstanding number of such shares, and provided further
that the number of authorized shares of 1998 ESOP Preferred Stock shall not
be increased. All shares of the 1998 ESOP Preferred Stock purchased, redeemed,
or converted by the Corporation shall be
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retired and canceled and shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation
as to series, and may thereafter be issued, but not as shares of 1998
ESOP Preferred Stock.
(b) Shares of 1998 ESOP Preferred Stock shall be issued only to a
trustee (the "Trustee") acting on behalf of the Norwest Corporation
Savings Investment Plan and Master Savings Trust, or any successor to
such plan (the "Plan"). All references to the holder of shares of 1998
ESOP Preferred Stock shall mean the Trustee or any company with which
or into which the Trustee may merge or any successor trustee under the
trust agreement with respect to the Plan. In the event of any transfer
of record ownership of shares of 1998 ESOP Preferred Stock to any
person other than any successor trustee under the Plan, the shares of
1998 ESOP Preferred Stock so transferred, upon such transfer and
without any further action by the Corporation or the holder thereof,
shall be automatically converted into shares of the common stock, par
value $1-2/3 per share, of the Corporation (the "Common Stock") on the
terms otherwise provided for the conversion of the shares of 1998 ESOP
Preferred Stock into shares of Common Stock pursuant to paragraph (a)
of Section 4 hereof, and no such transferee shall have any of the
voting powers, preferences, and relative, participating, optional or
special rights ascribed to shares of 1998 ESOP Preferred Stock
hereunder but, rather, only the powers and rights pertaining to the
Common Stock into which such shares of 1998 ESOP Preferred Stock shall
be so converted. In the event of such a conversion, the transferee of
the shares of 1998 ESOP Preferred Stock shall be treated for all
purposes as the record holder of the shares of Common Stock into which
such shares of 1998 ESOP Preferred Stock have been automatically
converted as of the date of such transfer. Shares of 1998 ESOP
Preferred Stock may be certificated or uncertificated, at the
Corporation's option. Certificates representing shares of 1998 ESOP
Preferred Stock shall bear a legend to reflect the foregoing
provisions. In the case of uncertificated 1998 ESOP Preferred Stock,
the transfer agent for the 1998 ESOP Preferred Stock shall note the
foregoing provisions on each 1998 ESOP Preferred Stock book entry
account. The Corporation may require that, as a condition to
transferring record ownership of any uncertificated 1998 ESOP Preferred
Stock, the proposed transferee acknowledge in writing that the shares
of 1998 ESOP Preferred Stock are subject to the foregoing provisions.
Notwithstanding the foregoing provisions of this paragraph (b) of
Section 1, shares of 1998 ESOP Preferred Stock (i)(A) shall be
converted into shares of Common Stock as provided in paragraph (a) of
Section 4 hereof, and (B) may be converted into shares of Common Stock
as provided by paragraph (b) of Section 4 hereof and the shares of
Common Stock issued upon such conversion may be transferred by the
holder thereof as permitted by law and (ii) shall be redeemable by the
Corporation upon the terms and conditions provided in Sections 5 and
6(c) hereof.
2. Voting Rights. No shares of 1998 ESOP Preferred Stock shall have
voting rights except such voting rights as may from time to time be required by
law and as set forth in this Section 2, as follows:
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(a) Whenever, at any time or times, dividends payable on shares
of 1998 ESOP Preferred Stock shall be in arrears for such number of
dividend periods which shall in the aggregate contain not less than 540
days, the holders of the outstanding shares of 1998 ESOP Preferred
Stock shall have the exclusive right, voting together as a class with
holders of shares of any one or more other series of Preferred Stock
ranking on a parity with the shares of 1998 ESOP Preferred Stock,
either as to dividends or on the distribution of assets upon
liquidation, dissolution or winding up, and upon which like voting
rights have been conferred and are exercisable, to elect two directors
of the Corporation at the Corporation's next annual meeting of
stockholders and at each subsequent annual meeting of stockholders. At
elections for such directors, each holder of the shares of 1998 ESOP
Preferred Stock shall be entitled to one vote for each share held (the
holders of shares of any other series of Preferred Stock ranking on
such a parity being entitled to such number of votes, if any, for each
share of Preferred Stock held as may be granted to them). Upon the
vesting of such right of such holders, the maximum authorized number of
members of the Board shall automatically be increased by two and the
two vacancies so created shall be filled by vote of the holders of such
outstanding shares of 1998 ESOP Preferred Stock (together with the
holders of shares of any one or more other series of Preferred Stock
ranking on such a parity and upon which like voting rights have been
conferred and are exercisable) as herein set forth. The right of such
holders of such shares of 1998 ESOP Preferred Stock (voting together as
a class with the holders of shares of any one or more other series of
Preferred Stock ranking on such a parity and upon which like voting
rights have been conferred and are exercisable) to elect members of the
Board as aforesaid shall continue until such time as all dividends
accumulated on such shares of 1998 ESOP Preferred Stock shall have been
paid in full, at which time such right with respect to such shares of
1998 ESOP Preferred Stock shall terminate, except as herein or by law
expressly provided, subject to revesting in the event of each and every
subsequent default of the character above mentioned.
(b) Upon any termination of the right of the holders of all
shares of Preferred Stock entitled to vote for directors as herein
provided, the term of office of all directors then in office elected by
such holders voting as a class shall terminate immediately. If the
office of any director elected by such holders voting as a class
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the remaining
director elected by such holders may choose a successor to fill such
vacancy, which such successor shall hold office for the unexpired term
in respect of which such vacancy occurred. Whenever the term of office
of the directors elected by such holders voting as a class shall end
and the special voting powers vested in such holders as provided in
this resolution shall have expired, the number of directors shall be
such number as may be provided for in the By-laws of the Corporation
irrespective of any increase made pursuant to the provisions of this
resolution.
(c) So long as any shares of 1998 ESOP Preferred Stock remain
outstanding, the consent of the holders of the outstanding shares of 1998 ESOP
Preferred Stock and outstanding shares of all other series of Preferred Stock
ranking on a parity with such shares of 1998 ESOP Preferred Stock either as to
dividends or the distribution
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of assets upon liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable, by a vote of at least
two-thirds of all such outstanding shares of 1998 ESOP Preferred Stock
and such other series of Preferred Stock voting together as a class,
given in person or by proxy, either in writing or at any special or
annual meeting called for the purpose, shall be necessary to permit,
effect or validate any one or more of the following:
(i) the authorization, creation or issuance, or any increase
in the authorized or issued amount, of any class or series of stock
ranking prior to shares of 1998 ESOP Preferred Stock with respect to
payment of dividends or the distribution of assets on liquidation,
dissolution or winding up, or
(ii) the amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Restated
Certificate of Incorporation or of the resolutions set forth in a
Certificate of Designations designating shares of 1998 ESOP Preferred
Stock and the preferences and relative, participating, optional and
other special rights and qualifications, limitations and restrictions
thereof which would materially and adversely affect any right,
preference, privilege or voting power of the shares of 1998 ESOP
Preferred Stock or of the holders thereof; provided, however, that any
increase in the amount of authorized Preferred Stock, or the creation
and issuance of other series of Preferred Stock, or any increase in the
amount of authorized shares of any series of Preferred Stock, in each
case ranking on a parity with or junior to the shares of 1998 ESOP
Preferred Stock with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up,
shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
(d) The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of 1998
ESOP Preferred Stock shall have been redeemed or sufficient funds shall
have been deposited in trust to effect such redemption.
3. Dividends. (a)(i) Holders of shares of 1998 ESOP Preferred Stock
will be entitled to receive, when and as declared by the Board or a duly
authorized committee thereof, out of assets of the Corporation legally
available for payment, an annual cash dividend of $107.50 (the "Base
Dividend") per share, which Base Dividend shall be subject to
adjustment from time to time as provided in this Section 3.
(ii) The Base Dividend shall be adjusted, effective on
December 1, 1999 and on each December 1 thereafter until December 1,
2007, as follows:
(1) If the Current Market Price (as hereinafter
defined) of one share of Common Stock on November 30 (or the next preceding
Trading Day (as hereinafter defined) if November 30 is not a Trading Day)
of any year listed in the Dividend Adjustment Table below is equal to the
First Target Price but less
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than the Second Target Price shown opposite that year in such table, then
holders of shares of the 1998 ESOP Preferred Stock will be entitled to receive
a cash dividend for the immediately following twelve month period equal to
$112.50 per share (the "First Adjusted Dividend").
(2) If the Current Market Price of one share of Common
Stock on November 30 (or the next preceding Trading Day if November 30 is not a
Trading Day) of any year listed in the Dividend Adjustment Table below is equal
to or greater than the Second Target Price shown opposite that year in such
table, then holders of shares of 1998 ESOP Preferred Stock will be entitled
to receive a cash dividend for the immediately following twelve month period
equal to $117.50 per share (the "Second Adjusted Dividend").
(3) If the Current Market Price of one share of Common
Stock on November 30 (or next preceding Trading Day if November 30 is not a
Trading Day) of any year listed in the Dividend Adjustment Table below is less
than the First Target Price shown opposite that year in such table, then the
holders of shares of 1998 ESOP Preferred Stock will be entitled to receive a
cash dividend for the immediately following twelve month period equal to the
Base Dividend.
Dividend Adjustment Table
Closing Price on 11/30 First Target Price Second Target Price
1999 $47.350 $53.270
2000 52.558 62.858
2001 58.339 74.173
2002 64.757 87.524
2003 71.880 103.278
2004 79.787 121.868
2005 88.563 143.804
2006 98.305 169.689
2007 109.119 200.233
(4) As an example of the adjustments described in
subparagraphs (1) through (3) above, if on November 30, 2001, the Current Market
Price of one share of Common Stock is $70.00, then the cash dividend payable for
the immediately following twelve month period per share of 1998 ESOP Preferred
Stock would equal $112.50, with the first quarterly payment of such $112.50
dividend to be made on March 1, 2002. If on November 30, 2002, the Current
Market Price of one share of Common Stock is $95.00, then the cash dividend
payable for the immediately following twelve month period per share of 1998 ESOP
Preferred Stock would equal $117.50, with the first quarterly payment of such
$117.50 dividend to be made on March 1, 2003. If on November 30, 2003, the
Current Market Price of one share of Common Stock is $65.00, then the
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cash dividend payable for the immediately following twelve
month period per share of 1998 ESOP Preferred Stock would
equal $107.50, with the first quarterly payment of such
$107.50 dividend to be made on March 1, 2004.
(5) For purposes of this Section 3, the terms "First
Adjusted Dividend" and "Second Adjusted Dividend" are sometimes referred to
as an "Adjusted Dividend;" the term "Current Market Price" shall have the
meaning given to it in Section 4(c)(iv); and the term "Trading Day" shall
have the meaning given to it in Section 4(c)(vi).
(iv) If one share of Common Stock in any year listed in the
Dividend Adjustment Table shall be changed into a different number of
shares or a different class of shares by reason of any reclassification,
recapitalization, split-up, combination, exchange of shares or readjustment,
or if a stock dividend thereon shall be declared with a record date within
such period, then the First Target Price and the Second Target Price listed in
such table for that year and each subsequent year will be appropriately and
proportionately adjusted.
(v) Dividends payable on shares of the 1998 ESOP Preferred
Stock (whether such dividends are equal to the Base Dividend or to an
Adjusted Dividend) shall be payable quarterly on March 1, June 1,
September 1, and December 1 of each year, commencing June 1, 1998.
Dividends on shares of the 1998 ESOP Preferred Stock will be cumulative
from the date of initial issuance of such shares of 1998 ESOP Preferred
Stock. Dividends will be payable, in arrears, to holders of record as
they appear on the stock books of the Corporation on such record dates,
not more than 30 days nor less than 15 days preceding the payment dates
thereof, as shall be fixed by the Board or a duly authorized committee
thereof. The amount of dividends payable per share for each dividend
period shall be computed by dividing by four the Base Dividend or the
Adjusted Dividend, whichever is then applicable. The amount of
dividends payable for the initial dividend period or any period shorter
than a full dividend period shall be calculated on the basis of a 360-
day year of twelve 30-day months.
(b)(i) No full dividends shall be declared or paid or set apart
for payment on any stock of the Corporation ranking, as to dividends,
on a parity with or junior to the 1998 ESOP Preferred Stock for any
period unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment
thereof has been set apart for such payment on shares of 1998 ESOP
Preferred Stock for all dividend payment periods terminating on or prior to
the date of payment of such full cumulative dividends. When dividends are
not paid in full, as aforesaid, upon the shares of 1998 ESOP Preferred Stock
and any other series of Preferred Stock ranking on a parity as to dividends
with 1998 ESOP Preferred Stock, all dividends declared upon shares of 1998
ESOP Preferred Stock and any other series of Preferred Stock ranking on a
parity as to dividends with 1998 ESOP Preferred Stock shall be declared pro
rata so that the amount of dividends declared per share on 1998 ESOP Preferred
Stock and such other series of Preferred Stock shall in all cases bear to
each other the same ratio that accrued
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dividends per share on the shares of 1998 ESOP Preferred Stock and such other
series of Preferred Stock bear to each other. Holders of shares of 1998 ESOP
Preferred Stock shall not be entitled to any dividend, whether payable in
cash, property, or stock, in excess of full cumulative dividends, as herein
provided, on 1998 ESOP Preferred Stock. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on 1998 ESOP Preferred Stock which may be in arrears.
(ii) So long as any shares of 1998 ESOP Preferred Stock are
outstanding, no dividend (other than dividends or distributions paid in
shares of, or options, warrants, or rights to subscribe for or purchase
shares of, Common Stock or any other stock ranking junior to 1998 ESOP
Preferred Stock as to dividends or upon liquidation and other than as
provided in paragraph (b)(i) of this Section 3) shall be declared or
paid or set aside for payment or other distribution declared or made
upon Common Stock or any other capital stock of the Corporation ranking
junior to or on a parity with 1998 ESOP Preferred Stock as to dividends
or upon liquidation, nor shall any Common Stock or any other capital
stock of the Corporation ranking junior to or on a parity with 1998
ESOP Preferred Stock as to dividends or upon liquidation be redeemed,
purchased, or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of
any shares of any such stock) by the Corporation (except by conversion
into or exchange for stock of the Corporation ranking junior to 1998
ESOP Preferred Stock as to dividends or upon liquidation), unless, in
each case, the full cumulative dividends on all outstanding shares of
1998 ESOP Preferred Stock shall have been paid or declared and set
aside for payment for the then current dividend payment period and all
past dividend payment periods.
4. Conversion. Shares of 1998 ESOP Preferred Stock are convertible
from time to time hereafter pursuant to the provisions of paragraphs (a) or
(b) of this Section 4 into that number of shares of Common Stock determined by
dividing the stated value of each share of 1998 ESOP Preferred Stock by
the then applicable Conversion Price, (as determined in accordance with
the provisions of paragraph (c)(iii) of this Section 4), as follows:
(a) Each share of 1998 ESOP Preferred Stock released from the
unallocated reserve of the Plan in accordance with the terms thereof
shall be automatically converted, without any further action by the
Corporation or the holder thereof, as of the date such release occurs
(the "Release Date"), into fully paid and nonassessable shares of
Common Stock at the then applicable Conversion Price for the 1998 ESOP
Preferred Stock provided for in paragraph (c) of this Section 4.
(b) Subject to and upon compliance with the provisions of this
Section 4, a holder of 1998 ESOP Preferred Stock shall be entitled at any
time, prior to the close of business on the date fixed for redemption of
such shares pursuant to Sections 5 or 6 hereof, to cause any or all of the
shares of 1998 ESOP Preferred Stock held by such holder to be converted
into fully paid and nonassessable shares of Common Stock at the
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then applicable Conversion Price for 1998 ESOP Preferred Stock provided for
in paragraph (c) of this Section 4.
(c) For purposes of these resolutions, the following terms shall
have the meanings set forth below:
(i) The "Average Current Market Price" per share of Common
Stock on any date shall be deemed to be the average of the Current
Market Price for one share of Common Stock for the twenty (20)
consecutive Trading Days ending on the Trading Day occurring prior to
the date the "Purchase Offer" is made (as that term is defined in
Section 6(d) hereof).
(ii) A "Business Day" means each day that is not a Saturday,
Sunday, or a day on which state or federally chartered banking
institutions in the State of New York are not required to be open.
(iii)(A) For purposes of a mandatory conversion of shares of
1998 ESOP Preferred Stock into shares of Common Stock pursuant to the
provisions of paragraph (a) of this Section 4, the "Conversion Price" for
such shares of 1998 ESOP Preferred Stock shall be the Current Market Price
of one share of Common Stock on the relevant Release Date.
(B) For purposes of an optional conversion of shares
of 1998 ESOP Preferred Stock into shares of Common Stock pursuant to the
provisions of paragraph (b) of this Section 4, the "Conversion Price" for
such shares of 1998 ESOP Preferred Stock shall be the Current Market Price
of one share of Common Stock on the date the Conversion Notice (as that
term is defined in paragraph (d) of this Section 4) is received by the
Corporation, by the transfer agent for the 1998 ESOP Preferred Stock or
(C) For purposes of a conversion of shares of 1998 ESOP
Preferred Stock into shares of Common Stock in connection with a "Purchase
Offer" (as defined in Section 6(d) hereof), the "Conversion Price" for such
shares of 1998 ESOP Preferred Stock shall be the Average Current Market Price
of one share of Common Stock.
Each share of 1998 ESOP Preferred Stock shall be valued at its stated value
of $1,000.00 for purposes of computing, based on the applicable Conversion
Price, the number of shares of Common Stock into which the shares of 1998
ESOP Preferred Stock will be converted.
(iv) The "Current Market Price" of publicly traded shares of
Common Stock or any other class of capital stock or other security of the
Corporation or any other issuer for any day shall mean the reported last sale
price, regular way, or, in
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case no sale takes place on such day, the average of the reported closing bid
and asked prices, regular way, in either case as reported on the New York Stock
Exchange Composite Tape or, if the Common Stock is not listed or admitted to
trading on the New York Stock Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Stock is not quoted on such National
Market System, the average of the closing bid and asked prices on such
day in the over-the-counter market as reported by NASDAQ or, if bid and
asked prices for the Common Stock on each such day shall not have been
reported through NASDAQ, the average of the bid and asked prices for
such day as furnished by any New York Stock Exchange member firm
regularly making a market in the Common Stock selected for such purpose
by the Board or a committee thereof or, if no such quotations are
available, the fair market value of the Common Stock as determined by a
New York Stock Exchange member firm regularly making a market in the
Common Stock selected for such purpose by the Board or a committee thereof.
(v) "Common Stock" shall mean the Common Stock of the
Corporation as the same exists at the date of this Certificate of
Designations or as such stock may be constituted from time to time.
(vi) "Trading Day" with respect to Common Stock means (x) if
the Common Stock is listed or admitted for trading on the New York
Stock Exchange or another national securities exchange, a day on which
the New York Stock Exchange or such other national securities exchange
is open for business or (y) if the Common Stock is quoted on the
National Market System of NASDAQ, a day on which trades may be made on
such National Market System or (z) otherwise, any Business Day.
(d) In connection with any conversion of 1998 ESOP Preferred
Stock pursuant to this Section 4, a written notice of conversion (the
"Conversion Notice") shall be delivered to the Corporation at its
principal executive office or the offices of the transfer agent for the
1998 ESOP Preferred Stock or such office or offices in the continental
United States of an agent for conversion as may from time to time be
designated by notice to the holders of the 1998 ESOP Preferred Stock by
the Corporation or the transfer agent for the 1998 ESOP Preferred
Stock, which notice shall be accompanied by (a) in the case of
certificated 1998 ESOP Preferred Stock, the certificate or certificates
representing the shares of 1998 ESOP Preferred Stock being converted
pursuant to this Section 4, duly assigned or endorsed for transfer to
the Corporation (or accompanied by duly executed stock powers relating
thereto) or (b) in the case of uncertificated 1998 ESOP Preferred
Stock, duly executed assignment and transfer documents for the shares
of 1998 ESOP Preferred Stock being converted pursuant to this Section
4. Each Conversion Notice shall specify (i)(y) in the case of a
mandatory conversion pursuant to paragraph (a) of this Section 4, the
number of shares of 1998 ESOP Preferred Stock released from the
unallocated reserve of the Plan on the Release Date or (z) in the case
of an optional conversion pursuant to paragraph (b) of this Section
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4,the number of shares of 1998 ESOP Preferred Stock being converted, and
(ii) in connection with any conversion hereunder, (x) the name or names
in which such holder wishes the certificate or certificates for Common
Stock and, in the case of certificated 1998 ESOP Preferred Stock, for
any shares of 1998 ESOP Preferred Stock not to be so converted to be
issued, (y) the address to which such holder wishes delivery to be made
of such new certificates to be issued upon such conversion, and (z)
such other information as the Corporation or its agents may reasonably
request.
(e) Upon delivery to the Corporation or the transfer agent for
the 1998 ESOP Preferred Stock of the Conversion Notice and all other
documentation and certificates required to effect the conversion, as
provided in paragraph (d) of this Section 4, the Corporation shall
issue and send by hand delivery, by courier or by first-class mail
(postage prepaid) to the holder thereof or to such holder's designee,
at the address designated by such holder, a certificate or certificates
for the number of shares of Common Stock to which such holder shall be
entitled upon conversion. If there shall have been surrendered a
certificate or certificates representing shares of 1998 ESOP Preferred
Stock only part of which are to be converted, the Corporation shall
issue and deliver to such holder or such holder's designee, in the
manner set forth in the preceding sentence, a new certificate or
certificates representing the number of shares of 1998 ESOP Preferred
Stock which shall not have been converted.
(f) The issuance by the Corporation of shares of Common Stock
upon a conversion of shares of 1998 ESOP Preferred Stock into shares of
Common Stock made pursuant to this Section 4 shall be effective (i) in
the case of a mandatory conversion of shares of 1998 ESOP Preferred
Stock pursuant to paragraph (a) of this Section 4, as of the Release
Date; and (ii) in the case of an optional conversion of such shares
pursuant to paragraph (b) of this Section 4, as of the earlier of (A)
the delivery to such holder or such holder's designee of the
certificates representing the shares of Common Stock issued upon
conversion thereof or (B) the commencement of business on the second
Business Day after the delivery to the Corporation or the transfer
agent for the 1998 ESOP Preferred Stock of the Conversion Notice and
all other documentation and certificates required to effect the
conversion, as provided in paragraph (d) of this Section 4. On and
after the effective date of conversion, the person or persons entitled
to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares
of Common Stock, but no allowance or adjustment shall be made in
respect of dividends payable to holders of Common Stock in respect of
any period prior to such effective date. The Corporation shall not be
obligated to pay any dividends which shall have accrued or have been
declared and shall be payable to holders of shares of 1998 ESOP
Preferred Stock if the date on which such dividends are paid is on or
after the effective date of conversion of such shares.
(g) The Corporation shall not be obligated to deliver to holders
of 1998 ESOP Preferred Stock any fractional share or shares of Common
Stock issuable upon any conversion of such shares of 1998 ESOP
Preferred Stock, but in lieu thereof may make a cash payment in respect
thereof in any manner permitted by law.
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<PAGE>
(h) The Corporation shall at all times reserve and keep available
out of its authorized and unissued Common Stock, solely for issuance
upon the conversion of shares of 1998 ESOP Preferred Stock as herein
provided, free from any preemptive rights, such number of shares of
Common Stock as shall from time to time be issuable upon the conversion
of all the shares of 1998 ESOP Preferred Stock then outstanding.
(i) The Corporation will use its best efforts to cause the
listing of the shares of Common Stock required to be delivered upon
conversion of the 1998 ESOP Preferred Stock prior to distribution to
Plan participants on the national securities exchange, if any, upon
which the outstanding Common Stock is listed at the time of such
delivery.
(j) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or
delivery of shares of Common Stock on conversions of the 1998 ESOP
Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the 1998
ESOP Preferred Stock to be converted and no such issue or delivery
shall be made unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has
been paid.
(k) Upon the issuance of shares of Common Stock following
conversion of shares of 1998 ESOP Preferred Stock as contemplated by
this Section 4, the Corporation shall, to the extent provided for, and
subject to the limitations set forth in the Rights Agreement hereafter
described, issue together with each such share of Common Stock one
right to purchase Series A Junior Participating Preferred Stock of the
Corporation (or other securities in lieu thereof) pursuant to the
Rights Agreement dated as of November 22, 1988 between the Corporation
and Citibank, N.A., as Rights Agent, as such agreement may from time to
time be amended, or any rights issued to holders of Common Stock of the
Corporation in addition thereto or in replacement therefor, whether or
not such rights shall be exercisable at such time, but only if such
rights are issued and outstanding and held by other holders of Common
Stock of the Corporation at such time and have not expired.
5. Redemption At the Option of the Corporation.(a) The 1998 ESOP
Preferred Stock shall be redeemable, in whole or in part, at the option of
the Corporation at any time, at a redemption price per share of 1998 ESOP
Preferred Stock equal to the higher of (x) $1,000.00 per share, plus an amount
equal to all accrued and unpaid dividends thereon to the date fixed for
redemption, and (y) the Fair Market Value (as that term is defined in paragraph
(d) of this Section 5) per share of 1998 ESOP Preferred Stock on the date fixed
for redemption. Payment of the redemption price shall be made by the
Corporation in cash or shares of Common Stock, or a combination thereof,
as permitted by paragraph (c) of this Section 5. From and after the date
fixed for redemption, dividends on shares of 1998 ESOP Preferred Stock called
for redemption will cease to accrue and all rights in
-11-
<PAGE>
respect of such shares of the Corporation shall cease, except
the right to receive the redemption price. Upon payment of the
redemption price, such shares shall be deemed to have been transferred
to the Corporation, to be retired as provided in paragraph (a) of
Section 1. If the full cumulative dividends have not been paid, or
contemporaneously declared and set aside for payment, on all
outstanding shares of 1998 ESOP Preferred Stock, the Company may not
redeem fewer than all the outstanding shares of 1998 ESOP Preferred
Stock pursuant to this Section 5.
(b) Unless otherwise required by law, notice of any redemption
pursuant to this Section 5 will be sent to the holders of 1998 ESOP
Preferred Stock at the address shown on the books of the Corporation or
any transfer agent for the 1998 ESOP Preferred Stock by hand delivery,
by courier, by standard form of telecommunication or by first-class
mail (postage prepaid) delivered, sent or mailed, as the case may be,
not less than twenty (20) days nor more than sixty (60) days prior to
the redemption date. Each such notice shall state: (i) the redemption
date; (ii) the total number of shares of the 1998 ESOP Preferred Stock
to be redeemed and, if fewer than all the shares held by such holder
are to be redeemed, the number of such shares to be redeemed from such
holder; (iii) the redemption price; (iv) whether the redemption price
shall be paid in cash or in shares of Common Stock, or in a combination
of such Common Stock and cash; (v) in the case of certificated 1998
ESOP Preferred Stock the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; (vi)
that dividends on the shares to be redeemed will cease to accrue on
such redemption date; and (vii) the conversion rights of the shares to
be redeemed, the period within which conversion rights may be exercised
and the manner in which the number of shares of Common Stock issuable
upon conversion of a share of 1998 ESOP Preferred Stock will be
determined. The Corporation shall redeem shares so called for
redemption and not previously converted at the date fixed for
redemption and at the redemption price set forth in this Section 5,
provided that, in the case of certificated 1998 ESOP Preferred Stock,
the Corporation shall not be obligated to pay the redemption price
until the certificates for the shares to be redeemed are surrendered
(properly endorsed or assigned for transfer, if the Board of Directors
of the Corporation shall so require and the notice shall so state).
(c) The Corporation, at its option, may make payment of the
redemption price required upon redemption of shares of 1998 ESOP
Preferred Stock in cash or in shares of Common Stock, or in a
combination of such Common Stock and cash, any such shares of Common
Stock to be valued for such purposes at their Fair Market Value (as
defined in paragraph (d)(ii) of this Section 5) or their Current Market
Price, in either case as of the date fixed for redemption of the 1998
ESOP Preferred Stock, whichever value will result in the issuance of
the greater number of shares of Common Stock to the holder of the 1998
ESOP Preferred Stock then being redeemed.
(d) For purposes of these resolutions, the following terms shall
have the meanings set forth below:
-12-
<PAGE>
(i) "Adjustment Period" shall mean the period of five (5)
consecutive Trading Days preceding the date as of which the Fair Market
Value of a security is to be determined.
(ii) "Fair Market Value" shall mean, as to shares of Common
Stock or any other class of capital stock or securities of the
Corporation or any other issue which are publicly traded, the average
of the Current Market Prices of such shares or securities for each day
of the Adjustment Period. The "Fair Market Value" of any security
which is not publicly traded (other than the 1998 ESOP Preferred Stock)
or of any other property shall mean the fair value thereof on the date
as of which the Fair Market Value of the security is to be determined,
as determined by an independent investment banking or appraisal firm
experienced in the valuation of such securities or property selected in
good faith by the Board or a committee thereof. The "Fair Market
Value" of the 1998 ESOP Preferred Stock for purposes of paragraph (a)
of Section 5, and for purposes of paragraph (c) of Section 6 shall mean
the fair market value thereof determined by an independent appraiser,
appointed by the Trustee of the Plan in accordance with the provisions
of the Plan, as of the date fixed for redemption of the 1998 ESOP
Preferred Stock (in the case of a redemption pursuant to Section 5) or
as of the date specified in paragraph (c) of Section 6 (in the case of
a redemption under that section). For purposes of determining the Fair
Market Value of the 1998 ESOP Preferred Stock, the independent
appraiser shall assume (i) that all dividends on the 1998 ESOP
Preferred Stock would have been paid when due, and (ii) that the
mandatory conversion of shares of 1998 ESOP Preferred Stock held by the
Plan into shares of Common Stock pursuant to Section 4(a) hereof would
have occurred when and as payments of principal (together with accrued
interest thereon) would have been made by the Trustee of the Plan in
accordance with the terms of that certain 1998 ESOP Convertible
Preferred Stock Note Agreement dated February 24, 1998 between the
Corporation and the Plan (including any amendments or modifications
thereto).
6. Consolidation, Merger, etc.(a) If the Corporation consummates any
consolidation or merger or similar business combination, pursuant to which the
outstanding shares of Common Stock are by operation of law exchanged solely for
or changed, reclassified or converted solely into stock of any successor
or resulting corporation (including the Corporation) that constitutes
"qualifying employer securities" with respect to a holder of 1998 ESOP
Preferred Stock within the meaning of Section 409(1) of the Internal
Revenue Code of 1986, as amended, and Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended, or any successor
provisions of law, and, if applicable, for a cash payment in lieu of
fractional shares, if any, the shares of 1998 ESOP Preferred Stock of
such holder shall, in connection with such consolidation, merger or
similar business combination, be assumed by and shall become Preferred
Stock of such successor or resulting corporation, having in respect of
such corporation, insofar as possible, the same powers, preferences and
relative, participating, optional or other special rights (including
the redemption rights provided by Sections 5 and 6 hereof), and the
qualifications, limitations or restrictions thereon, that
-13-
<PAGE>
the 1998 ESOP Preferred Stock had immediately prior to such transaction,
subject to the following:
(1) After such transaction each shares of the 1998 ESOP
Preferred Stock shall be convertible, otherwise on the terms and conditions
provided by Section 4 hereof, into the number and kind of qualifying employer
securities so receivable by a holder of the number of shares of Common Stock
into which such shares of 1998 ESOP Preferred Stock could have been converted
immediately prior to such transaction.
(2) The Corporation shall not consummate any such
merger, consolidation or similar transaction unless all then outstanding shares
of 1998 ESOP Preferred Stock shall be assumed and authorized by the successor
or resulting corporation as aforesaid.
(b) If the Corporation consummates any consolidation or merger or
similar business combination, pursuant to which the outstanding shares
of Common Stock are by operation of law exchanged for or changed,
reclassified or converted into other stock or securities or cash or any
other property, or any combination thereof, other than any such
consideration which is constituted solely of qualifying employer
securities (as referred to in paragraph (a) of this Section 6) and cash
payments, if applicable, in lieu of fractional shares, outstanding
shares of 1998 ESOP Preferred Stock shall, without any action on the
part of the Corporation or any holder thereof (but subject to paragraph
(c) of this Section 6), be automatically converted by virtue of such
merger, consolidation or similar transaction immediately prior to such
consummation into the number of shares of Common Stock into which such
shares of 1998 ESOP Preferred Stock could have been converted at such
time so that each share of 1998 ESOP Preferred Stock shall, by virtue
of such transaction and on the same terms as apply to the holders of
Common Stock, be converted into or exchanged for the aggregate amount
of stock, securities, cash or other property (payable in like kind)
receivable by a holder of the number of shares of Common Stock into
which such shares of 1998 ESOP Preferred Stock could have been
converted immediately prior to such transaction. However, if by virtue
of the structure of such transaction, a holder of Common Stock is
required to make an election with respect to the nature and kind of
consideration to be received in such transaction, which election cannot
practicably be made by the holders of the 1998 ESOP Preferred Stock,
then the shares of 1998 ESOP Preferred Stock shall, by virtue of such
transaction and on the same terms as apply to the holders of Common
Stock, be converted into or exchanged for the aggregate amount of
stock, securities, cash or other property (payable in kind) receivable
by a holder of the number of shares of Common Stock into which such
shares of 1998 ESOP Preferred Stock could have been converted
immediately prior to such transaction if such holder of Common Stock
failed to exercise any rights of election as to the kind or amount of
stock, securities, cash or other property receivable upon such
transaction. If the kind or amount of stock, securities, cash or other
property receivable upon such transaction is not the same for each non-
electing share, then the kind and amount of stock, securities, cash or
other property receivable upon such transaction for each non-
-14-
<PAGE>
electing share shall be the kind and amount so receivable per share by a
plurality of the non-electing shares.
(c) In the event the Corporation shall enter into any
agreement providing for any consolidation or merger or similar business
combination described in paragraph (b) of this Section 6 (a "Business
Combination"), then the Corporation shall as soon as practicable
thereafter (and in any event at least fifteen (15) Business Days before
consummation of such transaction) give notice of such agreement and the
material terms thereof to each holder of 1998 ESOP Preferred Stock and
each such holder shall have the right to elect, by written notice to
the Corporation, to receive, upon consummation of such transaction (if
and when such transaction is consummated), from the Corporation or the
successor of the Corporation, in redemption and retirement of such 1998
ESOP Preferred Stock, a cash payment per share of 1998 ESOP Preferred
Stock equal to the higher of (x) $1,000.00, plus accrued and unpaid
dividends thereon to the date of consummation of such transaction or
(y) the Fair Market Value per share of 1998 ESOP Preferred Stock, as of
the last Business Day (as defined in paragraph (c) of Section 4 hereof)
immediately preceding the date the Business Combination is consummated.
No such notice of redemption shall be effective unless given to the
Corporation prior to the close of business on the last Business Day
prior to consummation of such transaction, unless the Corporation or
the successor of the Corporation shall waive such prior notice, but any
notice of redemption so given prior to such time may be withdrawn by
notice of withdrawal given to the Corporation prior to the close of
business on the last Business Day prior to consummation of such
transaction.
(d) In the event that a Purchase Offer (as defined below) shall
have been made and shall be continuing, each holder of 1998 ESOP
Preferred Stock shall have the right to convert shares of 1998 ESOP
Preferred Stock into shares of Common Stock at the Conversion Price
specified in Section 4(c)(iii)(C) hereof until the date the Purchase
Offer is terminated, including without limitation because the original
Purchase Offer is withdrawn or because the Purchase Offer has expired
and is not renewed, upon notice of such conversion given to the
Corporation not later than the close of business on the date the
Purchase Offer terminates (the "Purchase Offer Conversion Period"),
unless the Corporation or any successor of the Corporation shall waive
such prior notice, but any notice of conversion so given may be
withdrawn by notice of withdrawal given to the Corporation prior to the
end of the Purchase Offer Conversion Period.
For purposes of this paragraph (d), the following terms shall have the
meanings set forth below:
(i) "Beneficial Ownership" shall have the meaning ascribed
to it in Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act") and "person" shall have the meanings specified in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act.
-15-
<PAGE>
(ii) A "Purchase Offer" shall have been made when any person
(other than the Corporation or any affiliate of the Corporation) shall
have "commenced" (as such term is defined in Rule 14d-2 under the
Exchange Act) a tender offer or exchange offer to purchase shares of
Common Stock, such that, upon consummation of such offer, such person
would have Beneficial Ownership (as defined herein) or the right to
acquire Beneficial Ownership, of twenty percent (20%) or more of the
voting power of the Corporation.
7. Liquidation Rights. (a) Upon the dissolution, liquidation, or winding
up of the Corporation, the holders of the shares of 1998 ESOP Preferred Stock
shall be entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its stockholders, before any
payment or distribution shall be made on the Common Stock or any other
class of stock ranking junior to 1998 ESOP Preferred Stock upon
liquidation, the amount of $1,000.00 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued
and unpaid thereon to the date of final distribution.
(b) Neither the sale of all or substantially all the property and
assets of the Corporation, nor the merger or consolidation of the
Corporation into or with any other corporation, nor the merger or
consolidation of any other corporation into or with the Corporation
shall be deemed to be a dissolution, liquidation, or winding up,
voluntary or involuntary, for the purposes of this Section 7.
(c) After the payment to the holders of the shares of 1998 ESOP
Preferred Stock of the full preferential amounts provided for in this
Section 7, the holders of 1998 ESOP Preferred Stock, as such, shall
have no right or claim to any of the remaining assets of the
Corporation.
(d) In the event the assets of the Corporation available for
distribution to the holders of shares of 1998 ESOP Preferred Stock upon
any dissolution, liquidation, or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to paragraph (a) of
this Section 7, no such distribution shall be made on account of any
shares of any other series of Preferred Stock or other capital stock of
the Corporation ranking on a parity with the shares of 1998 ESOP
Preferred Stock upon such dissolution, liquidation, or winding up
unless proportionate distributive amounts shall be paid on account of
the shares of 1998 ESOP Preferred Stock, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares
are respectively entitled upon such dissolution, liquidation, or
winding up.
(e) Subject to the rights of the holders of the shares of any
series or class or classes of stock ranking on a parity with or prior to the
shares of 1998 ESOP Preferred Stock upon liquidation, dissolution, or winding
up, upon any liquidation, dissolution, or winding up of the Corporation, after
payment shall have been made in full to the holders of the shares of 1998 ESOP
Preferred Stock as provided in this Section 7, but not prior
-16-
<PAGE>
thereto, any other series or class or classes of stock ranking junior to the
shares of 1998 ESOP Preferred Stock upon liquidation shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the holders
of the shares of 1998 ESOP Preferred Stock shall not be entitled to share
therein.
8. Ranking. For the purposes of these resolutions, any stock of any
series or class or classes of the Corporation shall be deemed to rank:
(a) prior to the shares of 1998 ESOP Preferred Stock, either as
to dividends or upon liquidation, if the holders of such series or
class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation, or winding up of
the Corporation, as the case may be, in preference or priority to the
holders of shares of 1998 ESOP Preferred Stock;
(b) on a parity with shares of 1998 ESOP Preferred Stock, either
as to dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates, or redemption or liquidation prices per share,
or sinking fund provisions, if any, be different from those of 1998
ESOP Preferred Stock, if the holders of such stock shall be entitled to
the receipt of dividends or of amounts distributable upon dissolution,
liquidation, or winding up of the Corporation, as the case may be, in
proportion to their respective dividend rates or liquidation prices,
without preference or priority, one over the other, as between the
holders of such stock and the holders of shares of 1998 ESOP Preferred
Stock; and
(c) junior to shares of 1998 ESOP Preferred Stock, either as to
dividends or upon liquidation, if such class shall be Common Stock or
if the holders of shares of 1998 ESOP Preferred Stock shall be entitled
to receipt of dividends or of amounts distributable upon dissolution,
liquidation, or winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such series or class
or classes.
9. Priority of 1998 ESOP Preferred Stock. The shares of 1998 ESOP
Preferred Stock will rank on a parity, both as to payment of dividends and
the distribution of assets upon liquidation, with the Corporation's ESOP
Cumulative Convertible Preferred Stock, its 1995 ESOP Cumulative Convertible
Preferred Stock, its 1996 ESOP Cumulative Convertible Preferred Stock, its 1997
ESOP
Cumulative Convertible Preferred Stock and its Cumulative Tracking
Preferred Stock. The 1998 ESOP Preferred Stock will rank prior, both
as to payment of dividends and the distribution of assets upon
liquidation, to the Common Stock and the Corporation's Series A Junior
Participating Preferred Stock.
-17-
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by Charles D. White, its Senior Vice
President and Treasurer, and attested by Laurel A. Holschuh, its
Secretary, whereby such Senior Vice President and Treasurer affirms,
under penalties of perjury, that this Certificate of Designations is
the act and deed of the Corporation and that the facts stated herein
are true, this 23rd day of February, 1998.
NORWEST CORPORATION
By: /s/ Charles D. White
Charles D. White
Senior Vice President and
Treasurer
Attest:
/s/ Laurel A. Holschuh
Laurel A. Holschuh
Secretary
-18-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1997 ANNUAL REPORT FILED ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS. THE AMOUNTS REPORTED BELOW FOR
[PRIMARY] AND [DILUTED] EARNINGS PER SHARE HAVE BEEN RESTATED AS BASIS AND
DILUTED EARNINGS PER SHARE, RESPECTIVELY, IN ACCORDANCE WITH THE ADOPTION OF
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE".
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,912
<INT-BEARING-DEPOSITS> 47
<FED-FUNDS-SOLD> 967
<TRADING-ASSETS> 487
<INVESTMENTS-HELD-FOR-SALE> 17,984
<INVESTMENTS-CARRYING> 747
<INVESTMENTS-MARKET> 763
<LOANS> 42,522
<ALLOWANCE> 1,234
<TOTAL-ASSETS> 88,540
<DEPOSITS> 55,457
<SHORT-TERM> 9,557
<LIABILITIES-OTHER> 3,737
<LONG-TERM> 12,767
0
188
<COMMON> 1,282
<OTHER-SE> 5,552
<TOTAL-LIABILITIES-AND-EQUITY> 88,540
<INTEREST-LOAN> 4,553
<INTEREST-INVEST> 1,359
<INTEREST-OTHER> 785
<INTEREST-TOTAL> 6,697
<INTEREST-DEPOSIT> 1,447
<INTEREST-EXPENSE> 2,664
<INTEREST-INCOME-NET> 4,033
<LOAN-LOSSES> 525
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<EXPENSE-OTHER> 4,421
<INCOME-PRETAX> 2,050
<INCOME-PRE-EXTRAORDINARY> 1,351
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,351
<EPS-PRIMARY> 1.78
<EPS-DILUTED> 1.75
<YIELD-ACTUAL> 5.74
<LOANS-NON> 178
<LOANS-PAST> 154
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<LOANS-PROBLEM> 0
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<CHARGE-OFFS> 653
<RECOVERIES> 153
<ALLOWANCE-CLOSE> 1,234
<ALLOWANCE-DOMESTIC> 798
<ALLOWANCE-FOREIGN> 42
<ALLOWANCE-UNALLOCATED> 394
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1996 ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS. THE AMOUNTS REPORTED BELOW FOR [PRIMARY]
AND [DILUTED] EARNINGS PER SHARE HAVE BEEN RESTATED AS BASIC AND DILUTED
EARNINGS PER SHARE, RESPECTIVELY, IN ACCORDANCE WITH THE ADOPTION OF
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE" AND
THE CORPORATION'S TWO-FOR-ONE STOCK SPLIT EFFECTED IN THE FORM OF A 100 PERCENT
STOCK DIVIDEND DISTRIBUTED ON OCTOBER 10, 1997.
</LEGEND>
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> DEC-31-1995 DEC-31-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 4,320 4,857 3,462 3,890 4,242
<INT-BEARING-DEPOSITS> 29 1,238 32 35 27
<FED-FUNDS-SOLD> 597 1,277 1,243 1,054 867
<TRADING-ASSETS> 151 187 493 398 212
<INVESTMENTS-HELD-FOR-SALE> 15,243 16,247 15,261 17,222 17,868
<INVESTMENTS-CARRYING> 761 712 834 810 764
<INVESTMENTS-MARKET> 796 745 854 826 783
<LOANS> 3,344 39,381 37,394 38,652 40,086
<ALLOWANCE> 917 1,041 960 1,009 1,034
<TOTAL-ASSETS> 72,134 80,175 73,942 77,849 78,428
<DEPOSITS> 42,029 50,130 43,105 46,284 48,026
<SHORT-TERM> 8,527 7,573 7,866 9,336 7,993
<LIABILITIES-OTHER> 2,589 3,326 3,189 2,806 3,220
<LONG-TERM> 13,667 13,082 14,336 13,788 13,250
0 0 0 0 0
302 189 188 188 189
<COMMON> 597 626 607 625 626
<OTHER-SE> 4,413 5,249 4,651 4,822 5,124
<TOTAL-LIABILITIES-AND-EQUITY> 72,134 80,175 73,942 77,849 78,428
<INTEREST-LOAN> 3,956 4,302 1,040 2,094 3,195
<INTEREST-INVEST> 1,149 1,206 275 578 899
<INTEREST-OTHER> 612 810 209 427 616
<INTEREST-TOTAL> 5,717 6,318 1,524 3,099 4,710
<INTEREST-DEPOSIT> 1,156 1,325 310 636 976
<INTEREST-EXPENSE> 2,448 2,617 633 1,292 1,955
<INTEREST-INCOME-NET> 3,269 3,701 891 1,807 2,755
<LOAN-LOSSES> 312 395 88 175 281
<SECURITIES-GAINS> (36) (47) 2 (44) (57)
<EXPENSE-OTHER> 3,399 4,090 946 1,963 2,987
<INCOME-PRETAX> 1,423 1,782 413 873 1,314
<INCOME-PRE-EXTRAORDINARY> 956 1,154 271 557 846
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 956 1,154 271 557 846
<EPS-PRIMARY> 1.39 1.55 .38 .76 1.14
<EPS-DILUTED> 1.36 1.54 .37 .75 1.13
<YIELD-ACTUAL> 5.58 5.63 5.69 5.62 5.63
<LOANS-NON> 169 157 178 184 185
<LOANS-PAST> 92 111 114 93 122
<LOANS-TROUBLED> 0 0 0 0 0
<LOANS-PROBLEM> 0 0 0 0 0
<ALLOWANCE-OPEN> 790 917 917 917 917
<CHARGE-OFFS> 421 512 116 229 359
<RECOVERIES> 117 129 31 60 90
<ALLOWANCE-CLOSE> 917 1,041 960 1,009 1,034
<ALLOWANCE-DOMESTIC> 635 645 664 689 697
<ALLOWANCE-FOREIGN> 27 32 27 27 31
<ALLOWANCE-UNALLOCATED> 255 364 269 293 306
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1997 ANNUAL REPORT FILED ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS. THE AMOUNTS REPORTED BELOW FOR
[PRIMARY] AND [DILUTED] EARNINGS PER SHARE HAVE BEEN RESTATED AS BASIC AND
DILUTED EARNING PER SHARE, RESPECTIVELY, IN ACCORDANCE WITH THE ADOPTION OF
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE" AND
THE CORPORATION'S TWO-FOR-ONE STOCK SPLIT EFFECTED IN THE FORM OF A 100 PERCENT
STOCK DIVIDEND DISTRIBUTED ON OCTOBER 10, 1997.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 4,157 4,038 4,346
<INT-BEARING-DEPOSITS> 31 26 48
<FED-FUNDS-SOLD> 1,201 453 418
<TRADING-ASSETS> 327 1,503 391
<INVESTMENTS-HELD-FOR-SALE> 21,498 19,627 19,131
<INVESTMENTS-CARRYING> 736 737 704
<INVESTMENTS-MARKET> 769 762 724
<LOANS> 40,369 40,784 41,728
<ALLOWANCE> 1,062 1,071 1,196
<TOTAL-ASSETS> 83,580 83,856 85,252
<DEPOSITS> 52,026 51,971 52,533
<SHORT-TERM> 8,705 9,480 9,276
<LIABILITIES-OTHER> 4,691 3,854 3,969
<LONG-TERM> 11,971 12,044 12,651
0 0 0
187 188 188
<COMMON> 635 635 1,270
<OTHER-SE> 5,365 5,684 5,365
<TOTAL-LIABILITIES-AND-EQUITY> 83,580 83,856 85,252
<INTEREST-LOAN> 1,095 2,211 3,364
<INTEREST-INVEST> 333 704 1,016
<INTEREST-OTHER> 179 354 582
<INTEREST-TOTAL> 1,607 3,269 4,962
<INTEREST-DEPOSIT> 356 715 1,075
<INTEREST-EXPENSE> 649 1,311 1,981
<INTEREST-INCOME-NET> 958 1,958 2,981
<LOAN-LOSSES> 109 232 379
<SECURITIES-GAINS> (4) 5 0
<EXPENSE-OTHER> 1,048 2,161 3,273
<INCOME-PRETAX> 492 1,006 1,524
<INCOME-PRE-EXTRAORDINARY> 322 653 995
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 322 653 995
<EPS-PRIMARY> .43 .86 1.31
<EPS-DILUTED> .42 .85 1.29
<YIELD-ACTUAL> 5.62 5.66 5.71
<LOANS-NON> 174 188 189
<LOANS-PAST> 94 115 121
<LOANS-TROUBLED> 0 0 0
<LOANS-PROBLEM> 0 0 0
<ALLOWANCE-OPEN> 1,041 1,041 1,041
<CHARGE-OFFS> 147 304 463
<RECOVERIES> 35 77 111
<ALLOWANCE-CLOSE> 1,062 1,071 1,196
<ALLOWANCE-DOMESTIC> 679 672 774
<ALLOWANCE-FOREIGN> 36 35 43
<ALLOWANCE-UNALLOCATED> 347 364 379
</TABLE>
