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 (Date of earliest event reported):
October 21, 1998
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-2979 41-0449260
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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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(Former Name)
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Item 5. Other Events.
Introduction
On September 22, 1998, the Board of Directors of Norwest Corporation, a
Delaware corporation (the "Company"), adopted a new preferred share purchase
rights plan (the "Rights Plan") to replace, effective as of the close of
business on November 23, 1998, the Company's existing preferred share purchase
rights plan, which expires at the close of business on November 23, 1998.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $1-2/3 per share, of
the Company (the "Common Shares"). The Rights dividend is payable on November
23, 1998 (the "Record Date") to the stockholders of record on that date. The
description and terms of the Rights are set forth in an Agreement (the
"Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").
Purchase Price
Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series C Junior Participating Preferred
Stock of the Company, without par value (the "Preferred Shares"), at a price of
$160 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment.
Flip-In
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more of the outstanding Common
Shares (an "Acquiring Person"), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that number of Common
Shares having a market value of two times the exercise price of the Right.
Flip-Over
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold after a person or group has become an Acquiring Person, each holder of a
Right (other than Rights beneficially owned by Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
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Distribution Date
The distribution date is the earlier of
(i) 10 days following a public announcement that a person or group
of affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common
Shares.
Transfer and Detachment
Until the Distribution Date, the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with
the Common Shares, and transfer of those certificates will also constitute
transfer of these Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
Exercisability
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 23, 2008 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
Adjustments
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the
number of one one-thousandths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment if, prior to the Distribution Date,
there is a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments re-
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quire an adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are integral
multiples of one one-thousandth of a Preferred Share, which may, at the
election of the Company, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $10 per share but will be entitled to an
aggregate dividend of 1000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $1000 per share but will be
entitled to an aggregate payment of 1000 times the payment made per Common
Share. Each Preferred Share will have 1000 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1000 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the
value of one Common Share.
Exchange
At any time after any person or group becomes an Acquiring Person,
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share,
or one one-thousandth of a Preferred Share (subject to adjustment).
Redemption
At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Amendments
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower
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certain thresholds described above to not less than the greater of (i) the sum
of .001% and the largest percentage of the outstanding Common Shares then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Rights And Holders
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Anti-takeover Effects
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Shares.
Further Information
A copy of the Agreement, dated as of October 21, 1998, between the
Company and the Rights Agent specifying the terms of the Rights and the press
release announcing the declaration of the Rights are attached hereto as
Exhibits 4.1 and 99.1, respectively and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following exhibits are filed with this Report:
Exhibit Description
No.
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4.1 Rights Agreement, dated as of October 21, 1998, between
the Company and ChaseMellon Shareholder Services, L.L.C.
which includes the form of Certificate of Designations
setting forth the terms of the Series C Junior Participating
Preferred Stock, without par value, as Exhibit A, Right
Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C. (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed on October 21, 1998).
99.1 Press release, dated September 22, 1998, issued by
the Company. (Incorporated by reference to Exhibit
99.1 to the Company's Registration Statement on
Form 8-A filed on October 21, 1998).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed by the
undersigned, thereunto duly authorized.
NORWEST CORPORATION
(Registrant)
By /s/ Stanley S. Stroup
Stanley S. Stroup
Executive Vice President and
General Counsel
Dated: October 21, 1998
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NORWEST CORPORATION
Current Report on Form 8-K
Exhibit Index
Exhibit Description
No.
4.1 Rights Agreement, dated as of October 21, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C. which
includes the form of Certificate of Designations setting forth
the terms of the Series C Junior Participating Preferred Stock,
without par value, as Exhibit A, Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C. (Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A filed on October
21, 1998).
99.1 Press release, dated September 22, 1998, issued by
the Company. (Incorporated by reference to Exhibit
99.1 to the Company's Registration Statement on
Form 8-A filed on October 21, 1998).
