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As filed with the Securities and Exchange Commission on May 21, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
Norwest Corporation
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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:
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 10,000,000 $ 37.50(3) $375,000,000 $113,636.25
$1-2/3 per share) (1) Shares(2)
============================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Pursuant to Rule 429, 20,000,000 additional shares of common stock are
being carried forward to this registration statement from the registrant's
earlier filed registration statement on Form S-4 (Reg. No. 333-40989).
Registration fees totaling $152,161.06 were previously paid in connection
with the registration of the shares covered by the earlier filed
registration statement. All share amounts reflect the two-for-one split of
the registrant's common stock effected in the form of a 100% stock
dividend distributed on October 10, 1997.
(3) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
The shares of common stock registered hereby may be offered for resale by
persons who receive such shares from the registrant in acquisitions or upon
issuance of warrants, options, convertible debentures and other similar
securities issued by the registrant in acquisitions.
-----------------------------------------------------------------
<PAGE>
PROSPECTUS
[LOGO OF NORWEST CORPORATION]
SHARES OF COMMON STOCK
This Prospectus relates to 23,458,024 shares (the "Shares") of the common
stock, par value $1-2/3 per share ("Common Stock"), of Norwest Corporation, a
Delaware corporation ("Norwest"). Norwest may offer and issue Shares from time
to time in connection with acquisitions by Norwest or its subsidiaries of the
assets or securities of financial institutions and other businesses in which
bank holding companies or their subsidiaries may engage. Norwest may also issue
Shares upon exercise of warrants, options, convertible notes or other similar
instruments issued or assumed by Norwest from time to time in connection with
such acquisitions.
Norwest's management anticipates that the terms of acquisitions involving
the issuance of Shares will be determined by direct negotiations with the owners
or controlling persons of the businesses being acquired and that any Shares
issued in the acquisitions will be valued at prices reasonably related to quoted
market prices for the Common Stock reported as of one or more times during the
period beginning on the date the terms of the acquisition are agreed upon and
ending on the date the Shares are issued and delivered. No underwriting
discounts or commissions will be paid, although finders' fees may be paid from
time to time in connection with certain acquisitions. Any person receiving
finders' fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is traded on the New York Stock Exchange ("NYSE") and the
Chicago Stock Exchange under the symbol NOB. The closing price of Common Stock
as of May ___, 1998 (as reported on the NYSE composite tape) was $____ per
share. Current market quotations are listed in most newspapers of general
circulation.
* NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSIONER HAS APPROVED THE COMMON STOCK OFFERED BY THIS
PROSPECTUS OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
* THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK
SUBSIDIARY OF NORWEST AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
* NORWEST, ITS BANKING SUBSIDIARIES AND MANY OF ITS NONBANKING
SUBSIDIARIES ARE SUBJECT TO EXTENSIVE REGULATION BY A NUMBER OF
FEDERAL AND STATE AGENCIES. THIS REGULATION MAY AFFECT, AMONG OTHER
THINGS, NORWEST'S EARNINGS AND/OR RESTRICT ITS ABILITY TO PAY
DIVIDENDS ON COMMON STOCK. SEE "CERTAIN REGULATORY AND OTHER
CONSIDERATIONS" ON PAGE __.
The date of the Prospectus is May __, 1998.
<PAGE>
NORWEST
Norwest is a diversified financial services company existing under the laws
of Delaware and registered under the Bank Holding Company Act of 1956, as
amended (the "Bank Holding Company Act"). Through its subsidiaries and
affiliates, Norwest provides retail, commercial and corporate banking services,
as well as a variety of other financial services, including mortgage banking,
consumer finance, equipment leasing, agricultural finance, commercial finance,
securities brokerage and investment banking, insurance agency services, computer
and data processing services, trust services, mortgage-backed securities
servicing, and venture capital investment.
Norwest's principal executive offices are located at Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota, 55479-1000; its telephone number is (612)
667-1234. Unless the context requires otherwise, the term "Norwest" refers to
Norwest Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that Norwest may issue
from time to time in connection with acquisitions by Norwest or one or more of
its subsidiaries or that Norwest may issue upon exercise of warrants, options,
convertible notes and other similar instruments issued or assumed by Norwest
from time to time in connection with acquisitions. Norwest will receive no
proceeds from this offering other than the value of the assets and securities
acquired by Norwest in the acquisitions.
IMPORTANT INFORMATION NOT
INCLUDED IN THIS PROSPECTUS
This Prospectus incorporates important business and financial information
about Norwest that is not included in or delivered with this document. Page ___
has a list of the documents containing this information. This information is
available to you without charge upon written or oral request to Norwest's
Corporate Secretary as follows:
Corporate Secretary
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Telephone (612) 667-8655
FOR TIMELY DELIVERY, YOUR REQUEST MUST BE RECEIVED NO LATER THAN FIVE DAYS
BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.
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CERTAIN REGULATORY AND OTHER CONSIDERATIONS
NORWEST AND ITS BANKING SUBSIDIARIES ARE SUBJECT TO EXTENSIVE REGULATION BY
FEDERAL AND STATE AGENCIES. THE REGULATION OF BANK HOLDING COMPANIES AND THEIR
SUBSIDIARIES IS INTENDED PRIMARILY FOR THE PROTECTION OF DEPOSITORS, FEDERAL
DEPOSIT INSURANCE FUNDS AND THE BANKING SYSTEM AS A WHOLE AND IS NOT IN PLACE TO
PROTECT STOCKHOLDERS OR OTHER INVESTORS.
AS DISCUSSED IN MORE DETAIL BELOW, THIS REGULATORY ENVIRONMENT, AMONG OTHER
THINGS, MAY (a) RESTRICT NORWEST'S ABILITY TO PAY DIVIDENDS ON NORWEST COMMON
STOCK, (b) REQUIRE NORWEST TO PROVIDE FINANCIAL SUPPORT TO ONE OR MORE OF ITS
BANKING SUBSIDIARIES, (c) REQUIRE NORWEST AND ITS BANKING SUBSIDIARIES TO
MAINTAIN CAPITAL BALANCES IN EXCESS OF THOSE DESIRED BY MANAGEMENT, AND/OR (d)
REQUIRE NORWEST TO PAY HIGHER DEPOSIT INSURANCE PREMIUMS AS A RESULT OF THE
DETERIORATION IN THE FINANCIAL CONDITION OF DEPOSITORY INSTITUTIONS IN GENERAL.
BANK REGULATORY AGENCIES
Norwest Corporation, as a bank holding company, is subject to regulation by
the Board of Governors of the Federal Reserve Board (the "Federal Reserve
Board") under the Bank Holding Company Act.
Norwest's national banking subsidiaries are regulated by the Office of the
Comptroller of the Currency (the "OCC"). Its state-chartered banking
subsidiaries are regulated primarily by the Federal Deposit Insurance
Corporation (the "FDIC") or the Federal Reserve Board and applicable state
banking agencies. Norwest's federally insured banking subsidiaries are also
subject to regulation by the FDIC.
Norwest has other financial services subsidiaries that are subject to
regulation by the Federal Reserve Board and other applicable federal and state
agencies. For example, Norwest's brokerage subsidiary is subject to regulation
by the Securities and Exchange Commission (the "SEC"), the National Association
of Securities Dealers, Inc. and state securities regulators. Norwest's insurance
subsidiaries are subject to regulation by applicable state insurance regulatory
agencies. Other nonbank subsidiaries of Norwest are subject to the laws and
regulations of both the federal government and the various states in which they
conduct business.
BANK HOLDING COMPANY ACTIVITIES; INTERSTATE BANKING
A bank holding company is generally prohibited under the Bank Holding
Company Act from engaging in nonbanking (i.e., commercial or industrial)
activities, subject to certain exceptions. Specifically, the activities of a
bank holding company, and those companies that it controls or in which it holds
more than 5% of the voting stock, are limited to banking or managing or
controlling banks, furnishing services to its subsidiaries and such other
activities that the Federal Reserve Board determines to be so closely related to
banking as to be a "proper incident thereto." In determining whether an activity
is sufficiently related to banking, the Federal Reserve Board will consider
whether the performance of such activity by the bank holding company can
reasonably be expected to produce benefits to the public (e.g., greater
convenience, increased competition or gains in efficiency) that outweigh
possible adverse effects (e.g., undue concentration of resources, decreased or
unfair competition, conflicts of interest or unsound banking practices).
Under the Interstate Banking Act, which became effective on September 29,
1995, a bank holding company may acquire banks in states other than its home
state, subject to any state requirement that the bank has been organized and
operating for a minimum period of time, not to exceed five years, and the
requirement that the bank holding company not control, prior to or following the
proposed acquisition, more than 10% of the total amount of deposits of insured
depository institutions nationwide or, unless the acquisition is the bank
holding company's initial entry into the state, more than 30% of such deposits
in the state (or such lesser or greater amount set by the state).
The Interstate Banking Act also authorizes banks to merge across state
lines (thereby creating interstate branches) effective June 1, 1997. States may
opt out of the Interstate Banking Act (thereby prohibiting interstate mergers in
the state) or opt in early (thereby allowing interstate mergers prior to June 1,
1997). Norwest will be
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<PAGE>
unable to consolidate its banking operations in one state with those of another
state if either state in question has opted out of the Interstate Banking Act.
The state of Texas has opted out of the Interstate Banking Act. The state of
Montana has opted out until at least the year 2001.
Norwest's acquisitions of banking institutions and other companies
generally are subject to the prior approval of the Federal Reserve Board and
other applicable federal or state regulatory authorities. In determining whether
to approve a proposed bank acquisition, federal banking regulators will
consider, among other factors, the effect of the acquisition on competition, the
public benefits expected to be received from the consummation of the
acquisition, the projected capital ratios and levels on a post-acquisition
basis, and the acquiring institution's record of addressing the credit needs of
the communities it serves, including the needs of low and moderate income
neighborhoods, consistent with the safe and sound operation of the bank, under
the Community Reinvestment Act of 1977, as amended.
DIVIDEND RESTRICTIONS
Norwest is a legal entity separate and distinct from its banking and other
subsidiaries. Its principal source of funds to pay dividends on its common and
preferred stock and debt service on its debt is dividends from its subsidiaries.
Various federal and state statutes and regulations limit the amount of dividends
that may be paid to Norwest by its banking subsidiaries without regulatory
approval.
Most of Norwest's banking subsidiaries are national banks. A national bank
must obtain the prior approval of the OCC to pay a dividend if the total of all
dividends declared by the bank in any calendar year would exceed the bank's net
income for that year combined with its retained net income for the preceding two
calendar years, less any required transfers to surplus or a fund for the
retirement of any preferred stock.
Norwest's state-chartered banking subsidiaries also are subject to dividend
restrictions under applicable state law.
If, in the opinion of the applicable federal regulatory agency, a
depository institution under its jurisdiction is engaged in or is about to
engage in an unsafe or unsound practice (which, depending on the financial
condition of the bank, could include the payment of dividends), the regulator
may require, after notice and hearing, that such bank cease and desist from such
practice. The OCC has indicated that the payment of dividends would constitute
an unsafe and unsound practice if the payment would deplete a depository
institution's capital base to an inadequate level. Under the Federal Deposit
Insurance Act, an insured depository institution may not pay any dividend if the
institution is undercapitalized or if the payment of the dividend would cause
the institution to become undercapitalized. In addition, federal bank regulatory
agencies have issued policy statements which provide that depository
institutions and their holding companies should generally pay dividends only out
of current operating earnings.
The ability of Norwest's banking subsidiaries to pay dividends to Norwest
may also be affected by various minimum capital requirements for banking
organizations, as described below. In addition, the right of Norwest to
participate in the assets or earnings of a subsidiary is subject to the prior
claims of creditors of the subsidiary.
HOLDING COMPANY STRUCTURE
TRANSFER OF FUNDS FROM BANKING SUBSIDIARIES. Norwest's banking subsidiaries
are subject to restrictions under federal law that limit the transfer of funds
or other items of value from such subsidiaries to Norwest and its nonbanking
subsidiaries (including Norwest, "affiliates") in so-called "covered
transactions." In general, covered transactions include loans and other
extensions of credit, investments and asset purchases, as well as other
transactions involving the transfer of value from a banking subsidiary to an
affiliate or for the benefit of an affiliate. Unless an exemption applies,
covered transactions by a banking subsidiary with a single affiliate are limited
to 10% of the banking subsidiary's capital and surplus and, with respect to all
covered transactions with affiliates in the aggregate, to 20% of the banking
subsidiary's capital and surplus. Also, loans and extensions of credit to
affiliates generally are required to be secured in specified amounts.
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SOURCE OF STRENGTH DOCTRINE. The Federal Reserve Board has a policy that a
bank holding company is expected to act as a source of financial and managerial
strength to each of its subsidiary banks and, under appropriate circumstances,
to commit resources to support each such subsidiary bank. This support may be
required at times when the bank holding company may not have the resources to
provide it. Capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and certain other
indebtedness of the subsidiary bank. In addition, in the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a subsidiary bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
DEPOSITOR PREFERENCE. The FDI Act provides that, in the event of the
"liquidation or other resolution" of an insured depository institution, the
claims of depositors of the institution (including the claims of the FDIC as
subrogee of insured depositors) and certain claims for administrative expenses
of the FDIC as a receiver will have priority over other general unsecured claims
against the institution. If an insured depository institution fails, insured and
uninsured depositors, along with the FDIC, will have priority in payment ahead
of unsecured, nondeposit creditors, including the institution's parent holding
company.
LIABILITY OF COMMONLY CONTROLLED INSTITUTIONS. Under the FDI Act, an
insured depository institution is generally liable for any loss incurred, or
reasonably expected to be incurred, by the FDIC in connection with (a) the
default of a commonly controlled insured depository institution or (b) any
assistance provided by the FDIC to a commonly controlled insured depository
institution in danger of default. "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a default is
likely to occur in the absence of regulatory assistance.
REGULATORY CAPITAL STANDARDS AND RELATED MATTERS
RISK-BASED CAPITAL. The Federal Reserve Board, the OCC and the FDIC have
adopted substantially similar risk-based and leverage capital guidelines for
banking organizations. The guidelines are intended to ensure that banking
organizations have adequate capital given the risk levels of their assets and
off-balance sheet commitments.
The risk-based capital ratio is determined by classifying assets and
certain off-balance sheet financial instruments into weighted categories, with
higher levels of capital being required for those categories perceived as
representing greater risk. Under the capital guidelines, a banking
organization's total capital is divided into tiers. "Tier 1 capital" consists of
common equity, retained earnings, qualifying noncumulative perpetual preferred
stock, a limited amount of qualifying cumulative perpetual preferred stock and
minority interests in the equity accounts of consolidated subsidiaries, less
certain items such as goodwill and certain other intangible assets. The
remainder (Tier 2 and Tier 3 capital) consists of hybrid capital instruments,
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, preferred stock that does not qualify as Tier 1 capital, and
a limited amount of the allowance for credit losses.
Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the minimum ratio of total capital (the sum of Tier 1, Tier 2
and Tier 3 capital) to risk-adjusted assets (including certain off-balance sheet
items, such as stand-by letters of credit) is currently 8%. The minimum Tier 1
capital to risk-adjusted assets is 4%. At March 31, 1998, Norwest's total
capital and Tier 1 capital to risk-adjusted assets ratios were 10.81% and 8.92%,
respectively.
The Federal Reserve Board also requires bank holding companies to comply
with minimum leverage ratio guidelines. The leverage ratio is the ratio of a
bank holding company's Tier 1 capital to its total consolidated quarterly
average assets, less goodwill and certain other intangible assets. The
guidelines require a minimum leverage ratio of 3% for bank holding companies
that meet certain specified criteria, including having the highest supervisory
rating. All other bank holding companies are required to maintain a minimum
leverage ratio of 4% to 5%. The Federal Reserve Board has not advised Norwest of
any specific leverage ratio applicable to it. At March 31, 1998, Norwest's
leverage ratio was 6.58%.
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The Federal Reserve Board's capital guidelines provide that banking
organizations experiencing internal growth or making acquisitions are expected
to maintain strong capital positions substantially above the minimum supervisory
levels, without significant reliance on intangible assets. Also, the guidelines
indicate that the Federal Reserve Board will consider a "tangible Tier 1
leverage ratio" in evaluating proposals for expansion or new activities. The
tangible Tier 1 leverage ratio is the ratio of a banking organization's Tier 1
capital (excluding intangibles) to total assets (excluding intangibles).
Norwest's banking subsidiaries are subject to risk-based and leverage
capital guidelines substantially similar to those imposed by the Federal Reserve
Board on bank holding companies.
OTHER MEASURES OF CAPITAL ADEQUACY AND SAFETY AND SOUNDNESS. In assessing a
banking organization's capital adequacy, federal bank regulatory agencies will
also consider the organization's credit concentration risk and risks associated
with nontraditional activities, as well as the organization's ability to manage
those risks. This evaluation will be performed as part of the organization's
regular safety and soundness examination.
Federal bank regulatory agencies require banking organizations that engage
in significant trading activity to calculate a capital charge for market risk.
Significant trading activity means trading activity of at least 10% of total
assets or $1 billion, whichever is smaller, calculated on a consolidated basis
for bank holding companies. Federal bank regulators may apply the market risk
measure to other banks and bank holding companies as the agency deems necessary
or appropriate for safe and sound banking practices. Each agency may exclude
organizations that it supervises that otherwise meet the criteria under certain
circumstances. The market risk charge will be included in the calculation of an
organization's risk-based capital ratios.
As an additional means to identify problems in the financial management of
depository institutions, the FDI Act requires federal bank regulatory agencies
to establish certain non-capital safety and soundness standards for institutions
for which they are the primary federal regulator. The standards relate generally
to operations and management, asset quality, interest rate exposure and
executive compensation. The agencies are authorized to take action against
institutions that fail to meet such standards.
PROMPT CORRECTIVE ACTION. The FDI Act requires federal bank regulatory
agencies to take "prompt corrective action" with respect to FDIC-insured
depository institutions that do not meet minimum capital requirements. A
depository institution's treatment for purposes of the prompt corrective action
provisions will depend upon how its capital levels compare to various capital
measures and certain other factors, as established by regulation.
Federal bank regulatory agencies have adopted regulations that classify
insured depository institutions into one of five capital-based categories. The
regulations use the total capital ratio, the Tier 1 capital ratio and the
leverage ratio as the relevant measures of capital. A depository institution is
(a) "well capitalized" if it has a risk-adjusted total capital ratio of at least
10%, a Tier 1 capital ratio of at least 6% and a leverage ratio of at least 5%
and is not subject to any order or written directive to maintain a specific
capital level; (b) "adequately capitalized" if it has a risk-adjusted total
capital ratio of at least 8%, a Tier 1 capital ratio of at least 4% and a
leverage ratio of at least 4% (3% in some cases) and is not well capitalized;
(c) "undercapitalized" if it fails to meet any of the required minimums for an
adequately capitalized institution; (d) "significantly undercapitalized" if it
has a risk-adjusted total capital ratio of less than 6%, a Tier 1 capital ratio
of less than 3% or a leverage ratio of less than 3%; and (e) "critically
undercapitalized" if its tangible equity is less than 2% of total assets. At
March 31, 1998, all of Norwest's insured depository institutions met the
criteria for well capitalized institutions as set forth above.
A depository institution's primary federal bank regulator is authorized to
downgrade the institution's capital category to the next lower category upon a
determination that the institution is engaged in an unsafe or unsound condition
or is engaged in an unsafe or unsound practice. An unsafe or unsound practice
can include receipt by the institution of a less than satisfactory rating on its
most recent examination with respect to its asset quality, management, earnings
or liquidity.
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The FDI Act generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would as a result be
undercapitalized. Undercapitalized depository institutions are subject to a wide
range of limitations on operations and activities (including asset growth) and
are required to submit a capital restoration plan. The federal banking agencies
may not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring the
depository institution's capital. In addition, for a capital restoration plan to
be acceptable, the depository institution's parent holding company must
guarantee that the institution will comply with the plan. The aggregate
liability of the parent holding company is limited to the lesser of (a) 5% of
the depository institution's total assets at the time it became undercapitalized
or (b) the amount which is necessary (or would have been necessary) to bring the
institution into compliance with all capital standards applicable with respect
to the institution as of the time it fails to comply with the plan. If an
undercapitalized depository institution fails to submit an acceptable plan, it
is treated as if it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions are subject to the appointment of a receiver or
conservator.
Under FDI Act regulations, a bank may not accept brokered deposits (that
is, deposits obtained through a person engaged in the business of placing
deposits with insured depository institutions or with interest rates
significantly higher than prevailing market rates) unless (a) it is well
capitalized or (b) it is adequately capitalized and receives a waiver from the
FDIC. A bank that may not receive brokered deposits also may not offer
"pass-through" insurance on certain employee benefit accounts, unless it
provides certain notices to affected depositors. Also, a bank that is adequately
capitalized and that has not received a waiver from the FDIC may not pay an
interest rate on any deposits in excess of 75 basis points over certain
prevailing market rates. There are no such restrictions on a bank that is well
capitalized. At March 31, 1998, all of Norwest's subsidiary banks were well
capitalized.
FDIC INSURANCE
Through the Bank Insurance Fund (BIF), the FDIC insures the deposits of
Norwest's depository institution subsidiaries up to prescribed per depositor
limits. The amount of FDIC assessments paid by each BIF member institution is
based on its relative risk of default as measured by regulatory capital ratios
and other factors. Specifically, the assessment rate is based on the
institution's capitalization risk category and supervisory subgroup category. An
institution's capitalization risk category is based on the FDIC's determination
of whether the institution is well capitalized, adequately capitalized or less
than adequately capitalized. An institution's supervisory subgroup category is
based on the FDIC's assessment of the financial condition of the institution and
the probability that FDIC intervention or other corrective action will be
required. Subgroup A institutions are financially sound institutions with few
minor weaknesses; Subgroup B institutions are institutions that demonstrate
weaknesses which, if not corrected, could result in significant deterioration;
and Subgroup C institutions are institutions for which there is a substantial
probability that the FDIC will suffer a loss in connection with the institution
unless effective action is taken to correct the areas of weakness.
The BIF assessment rate currently ranges from zero to 27 cents per $100 of
domestic deposits, with Subgroup A institutions assessed at a rate of zero and
Subgroup C institutions assessed at a rate of 27 cents. The FDIC may increase or
decrease the assessment rate schedule on a semiannual basis. An increase in the
BIF assessment rate could have a material adverse effect on Norwest's earnings,
depending on the amount of the increase. The FDIC is authorized to terminate a
depository institution's deposit insurance upon a finding by the FDIC that the
institution's financial condition is unsafe or unsound or that the institution
has engaged in unsafe or unsound practices or has violated any applicable rule,
regulation, order or condition enacted or imposed by the institution's
regulatory agency. The termination of deposit insurance with respect to one or
more of Norwest's subsidiary depository institutions could have a material
adverse effect on Norwest's earnings, depending on the collective size of the
particular institutions involved.
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All FDIC-insured depository institutions must pay an annual assessment to
provide funds for the payment of interest on bonds issued by the Financing
Corporation, a federal corporation chartered under the authority of the Federal
Housing Finance Board. The bonds (commonly referred to as FICO bonds) were
issued to capitalize the Federal Savings and Loan Insurance Corporation.
FDIC-insured depository institutions will continue to pay approximately 1.3
cents per $100 of BIF-assessable deposits until the earlier of December 31, 1999
or the last savings and loan association ceases to exist.
FISCAL AND MONETARY POLICIES
Norwest's business and earnings are affected significantly by the fiscal
and monetary policies of the federal government and its agencies. Norwest is
particularly affected by the policies of the Federal Reserve Board, which
regulates the supply of money and credit in the United States. Among the
instruments of monetary policy available to the Federal Reserve are (a)
conducting open market operations in United States government securities, (b)
changing the discount rates of borrowings of depository institutions, (c)
imposing or changing reserve requirements against depository institutions'
deposits, and (d) imposing or changing reserve requirements against certain
borrowing by banks and their affiliates. These methods are used in varying
degrees and combinations to directly affect the availability of bank loans and
deposits, as well as the interest rates charged on loans and paid on deposits.
For that reason alone, the policies of the Federal Reserve Board have a material
effect on the earnings of Norwest's banking subsidiaries and, thus, those of
Norwest.
COMPETITION
The financial services industry is highly competitive. Norwest's
subsidiaries compete with financial services providers, such as banks, savings
and loan associations, credit unions, finance companies, mortgage banking
companies, insurance companies, and money market and mutual fund companies. They
also face increased competition from non-banking institutions such as brokerage
houses and insurance companies, as well as from financial services subsidiaries
of commercial and manufacturing companies. Many of these competitors enjoy the
benefits of advanced technology, fewer regulatory constraints and lower cost
structures.
The financial services industry is likely to become even more competitive
as further technological advances enable more companies to provide financial
services. These technological advances may diminish the importance of depository
institutions and other financial intermediaries in the transfer of funds between
parties.
EXPERTS
The consolidated financial statements of Norwest and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
INFORMATION CONCERNING NORWEST MANAGEMENT
Information concerning executive compensation, the principal holders of
voting securities, certain relationships and related transactions, and other
related matters concerning Norwest is included or incorporated by reference in
its annual report on Form 10-K for the year ended December 31, 1997. Norwest's
annual report is incorporated by reference into this Prospectus. To obtain a
copy of this annual report or any document incorporated by reference into the
report, contact Norwest at the address or phone number indicated under "WHERE
YOU CAN FIND MORE INFORMATION" below.
WHERE YOU CAN FIND MORE INFORMATION
8
<PAGE>
Norwest files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any reports, statements or other information filed by Norwest at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can request copies of these documents, upon payment of a
duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Norwest's SEC filings are
also available to the public from commercial document retrieval services and on
the SEC Internet site (http://www.sec.gov).
Norwest filed a registration statement on Form S-4 to register with the SEC
the Common Stock offered by this Prospectus. This Prospectus is part of that
registration statement. As allowed by SEC rules, this Prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.
Some of the information you may want to consider before making your
investment decision is not physically included in this Prospectus. Instead, the
information is "incorporated by reference" to documents that have been filed by
Norwest with the SEC under SEC File No. 1-2979.
The following Norwest documents have been incorporated by reference:
* Norwest's annual report on Form 10-K for the year ended December 31,
1997;
* Norwest's quarterly report on Form 10-Q for the quarter ended March
31, 1998;
* Norwest's current reports on Form 8-K dated January 22, 1998, April
14, 1998 and April 20, 1998;
* Norwest's current report on Form 8-K dated October 10, 1997 containing
a description of the Norwest Common Stock; and
* Norwest's registration statement on Form 8-A dated December 6, 1988,
as amended pursuant to Form 8-A/A dated October 14, 1997, relating to
preferred stock purchase rights attached to shares of Norwest Common
Stock.
All reports and proxy statements filed by Norwest after the date of this
Prospectus are automatically incorporated by reference into this Prospectus.
This Prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference. Reports filed by Norwest with the SEC after the date of this
Prospectus may also contain information that updates, modifies or is contrary to
information in the documents incorporated by reference. You should review these
reports, as they may disclose a change in the business prospects, financial
condition or other affairs of Norwest since the date of this Prospectus.
As explained above, you may read and copy all reports filed by Norwest with
the SEC at the SEC's public reference rooms. Norwest will provide, without
charge, copies of any report incorporated by reference into this Prospectus,
excluding exhibits other than those that are specifically incorporated by
reference to an exhibit in this Prospectus. You may obtain, without charge, a
copy of any document incorporated by reference by writing or calling Norwest as
follows:
Corporate Secretary
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
612/667-8655
9
<PAGE>
TO ENSURE DELIVERY OF THE COPIES IN TIME, YOUR REQUEST SHOULD BE RECEIVED
BY NORWEST AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE YOU MUST MAKE YOUR
INVESTMENT DECISION.
- - --------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NORWEST HAS NOT AUTHORIZED ANY PERSON TO PROVIDE
YOU WITH ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS IS DATED MAY __, 1998. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN SUCH DATE, AND NEITHER THE DELIVERY TO YOU OF THIS PROSPECTUS NOR THE
ISSUANCE TO YOU OF SHARES OF COMMON STOCK WILL CREATE ANY IMPLICATION TO THE
CONTRARY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION.
- - --------------------------------------------------------------------------------
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain selected historical consolidated
financial information for Norwest. The income statement and balance sheet data
for Norwest included in the selected consolidated financial data for each of the
five years in the period ended December 31, 1997 are derived from the audited
consolidated financial statements of Norwest for such five-year period. The
selected financial data for the three-month periods ended March 31, 1998 and
1997 are derived from the unaudited consolidated financial statements of Norwest
for such periods. All financial data derived from unaudited financial statements
reflect, in the opinion of Norwest's management, all adjustments (consisting of
only normal recurring adjustments) necessary for a fair presentation of such
data. Results for the three-month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for any other interim
period or for the year as a whole. The data set forth in the table should be
read with the consolidated financial statements of Norwest, and the related
notes thereto, incorporated herein by reference. See "WHERE YOU CAN FIND
ADDITIONAL INFORMATION."
The information in the table has been adjusted to reflect Common Stock
splits, the most recent of which was a two-for-one split in the form of a 100%
stock dividend distributed on October 10, 1997.
<TABLE>
<CAPTION>
QUARTERS ENDED
MARCH 31
(In millions, YEARS ENDED DECEMBER 31
except per share data) 1998 1997 1997 1996 1995 1994 1993(1)
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Interest income ............ $1,754.5 1,607.4 6,697.4 6,318.3 5,717.3 4,393.7 3,946.3
Interest expense ........... 687.9 649.1 2,664.0 2,617.0 2,448.0 1,590.1 1,442.9
-------- -------- -------- -------- -------- -------- --------
Net interest income ...... 1,066.6 958.3 4,033.4 3,701.3 3,269.3 2,803.6 2,503.4
Provision for credit losses 124.5 109.0 524.7 394.7 312.4 164.9 158.2
Non-interest income ........ 810.3 684.6 2,962.3 2,564.6 1,848.2 1,638.3 1,585.0
Non-interest expenses ...... 1,210.0 1,041.5 4,421.3 4,089.7 3,382.3 3,096.4 3,050.4
-------- -------- -------- -------- -------- -------- --------
Income before income taxes 542.4 492.4 2,049.7 1,781.5 1,422.8 1,180.6 879.8
Income tax expense ......... 174.7 170.5 698.7 627.6 466.8 380.2 266.7
-------- -------- -------- -------- -------- -------- --------
Net income ................. $ 367.7 321.9 1,351.0 1,153.9 956.0 800.4 613.1
======== ======== ======== ======== ======== ======== ========
PER COMMON SHARE DATA
Net income:
Basic..................... $ 0.48 0.43 1.78 1.55 1.39 1.23 0.95
Diluted................... 0.47 0.42 1.75 1.54 1.36 1.20 0.93
Dividends declared.......... 0.1650 0.1500 0.6150 0.5250 0.4500 0.3825 0.3200
BALANCE SHEET DATA
At period end:
Total assets.............. $ 96,093.7 83,580.3 88,540.2 80,175.4 72,134.4 59,315.9 54,665.0
Long-term debt............ 12,486.5 11,971.4 12,766.7 13,082.2 13,676.8 9,186.3 6,850.9
Total stockholders' equity 7,105.4 6,187.2 7,022.2 6,064.2 5,312.1 3,846.4 3,760.9
</TABLE>
- - --------------------
(1) On January 14, 1994, Norwest acquired First United Bank Group, Inc. ("First
United"), a $3.9 billion bank holding company headquartered in Albuquerque,
New Mexico, in a pooling of interests transaction. Norwest's historical
results have been restated to include the historical results of First
United. Appropriate Norwest items reflect an increase in First United's
provision for credit losses of $16.5 million to conform with Norwest's
credit loss reserve practices and methods and $83.2 million in charges for
merger-related expenses, including termination costs, systems and
operations costs, and investment banking, legal, and accounting expenses.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of a Delaware corporation under certain circumstances
against expenses, judgments and the like in connection with an action, suit or
proceeding. Article Fourteenth of Norwest's Restated Certificate of
Incorporation provides for broad indemnification of directors and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits: Parenthetical references to exhibits in the description of Exhibits
3.1, 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.2, 4.1, 4.2 and 4.3 below
are incorporated by reference from such exhibits to the indicated
reports of Norwest filed with the Securities and Exchange Commission
under File No. 1-2979.
3.1 -- Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(b) to Norwest's Current Report on Form 8-K dated June 28,
1993, Exhibit 3 to Norwest's Current Report on Form 8-K dated July 3,
1995 and Exhibit 3 to Norwest's Current Report on Form 8-K dated June
3, 1997 (filed June 10, 1997)).
3.1.1-- Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
3.1.2-- Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated January 9,
1995).
3.1.3-- Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995).
3.1.4-- Certificate of Designations with respect to the 1996 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated February 26, 1996).
3.1.5-- Certificate of Designations with respect to the 1997 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated April 14, 1997).
3.1.6-- Certificate of Designations with respect to the 1998 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to Exhibit 3 to
Norwest's Current Report on Form 8-K dated April 20, 1998).
3.2 -- By-Laws (incorporated by reference to Exhibit 3 to Norwest's Current
Report on Form 8-K dated October 10, 1997).
4 -- Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to Exhibit 1
to Norwest's Form 8-A dated December 6, 1988). Certificate of
Adjustment, dated October 10, 1997, to Rights Agreement (incorporated
by reference to Exhibit 5 to Norwest's Form 8-A/A dated October 14,
1997).
II-1
<PAGE>
5 -- Opinion of Stanley S. Stroup, counsel to Norwest.
23.1 -- Consent of Stanley S. Stroup (included as part of Exhibit 5 filed
herewith).
23.2 -- Consent of KPMG Peat Marwick LLP.
24 -- Powers of Attorney.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent posteffective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
this chapter) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
11-2
<PAGE>
(d) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of
posteffective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on May 21, 1998.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
-------------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed on May 21, 1998 by the following persons
in the capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- - ---------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- - ---------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- - ---------------------------- (Principal Accounting Officer)
Michael A. Graf
LES S. BILLER )
J.A. BLANCHARD III )
DAVID A. CHRISTENSEN )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
REATHA CLARK KING ) A majority of the
RICHARD M. KOVACEVICH ) Board of Directors*
RICHARD D. McCORMICK )
BENJAMIN F. MONTOYA )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- - ----------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Form
Number Description* of Filing
- - ------ ------------ ---------
3.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3(b) to Norwest's Current Report on Form
8-K dated June 28, 1993, Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995 and Exhibit 3 to Norwest's Current
Report on Form 8-K dated June 3, 1997 (filed June 10, 1997)).
3.1.1 Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
3.1.2 Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K
dated January 9, 1995).
3.1.3 Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
3.1.4 Certificate of Designations with respect to the 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated
February 26, 1996).
3.1.5 Certificate of Designations with respect to the 1997 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated April
14, 1997).
3.1.6 Certificate of Designations with respect to the 1998 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated April
20, 1998).
3.2 By-Laws (incorporated by reference to Exhibit 3 to Norwest's
Current Report on Form 8-K dated October 10, 1997).
4 Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A dated December 6, 1988).
Certificate of Adjustment, dated October 10, 1997, to Rights
Agreement (incorporated by reference to Exhibit 5 to Norwest's
Form 8-A/A dated October 14, 1997).
5 Opinion of Stanley S. Stroup, counsel to Norwest. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part of Exhibit 5
filed herewith
23.2 Consent of KPMG Peat Marwick LLP. Electronic
Transmission
<PAGE>
24 Powers of Attorney. Electronic
Transmission
- - ------------------------
* Parenthetical references to exhibits in the description of Exhibits 3.1,
3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.2, 4.1, 4.2 and 4.3 are incorporated
by reference from such exhibits to the indicated reports of Norwest filed
with the SEC under File No. 1-2979.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF STANLEY S. STROUP]
May 21, 1998
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
Ladies and Gentlemen:
Pursuant to a registration statement on Form S-4 (the "Registration Statement"),
Norwest Corporation (the "Corporation") is proposing to register under the
Securities Act of 1933, as amended, 10,000,000 shares of its common stock, par
value $1-2/3 per share (the "Shares"). I have examined such corporate records
and other documents, including the Registration Statement, and have reviewed
such matters of law as I have deemed necessary for this opinion, and I advise
you that in my opinion:
1. The Corporation is a corporation duly organized and existing under the
laws of the state of Delaware.
2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance of the Shares, and, when issued as
described in the Registration Statement, the Shares will be legally and
validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Norwest Corporation:
We consent to the use of our report dated January 15, 1998 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
prospectus.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 18, 1998
<PAGE>
EXHIBIT 24
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Les Biller
----------------------------
Les Biller
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ J.A. Blanchard III
----------------------------
J.A. Blanchard III
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ David A. Christensen
----------------------------
David A. Christensen
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ William A. Hodder
----------------------------
William A. Hodder
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Lloyd P. Johnson
----------------------------
Lloyd P. Johnson
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Reatha Clark King
----------------------------
Reatha Clark King
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Richard M. Kovacevich
----------------------------
Richard M. Kovacevich
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Richard S. Levitt
----------------------------
Richard S. Levitt
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Richard D. McCormick
----------------------------
Richard D. McCormick
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Cynthia H. Milligan
----------------------------
Cynthia H. Milligan
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Benjamin F. Montoya
----------------------------
Benjamin F. Montoya
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Ian M. Rolland
----------------------------
Ian M. Rolland
<PAGE>
NORWEST CORPORATION
POWER OF ATTORNEY
OF DIRECTOR AND/OR OFFICER
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of NORWEST CORPORATION, a Delaware corporation, does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, LES BILLER, STANLEY S. STROUP,
JOHN T. THORNTON, AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of said Corporation
to a Registration Statement on Form S-4 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of 10,000,000 shares of Common Stock of the Corporation, adjusted for any change
in the number of outstanding shares of Common Stock resulting from stock splits,
reverse stock splits or stock dividends occurring after the date hereof, which
may be issued from time to time in connection with one or more acquisitions, and
to file the same, with all exhibits thereto and other supporting documents, with
said Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or incidental
to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of April, 1998.
/s/ Michael W. Wright
----------------------------
Michael W. Wright
