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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1994
REGISTRATION NO. 33-56703
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE NWNL COMPANIES, INC.
(Exact name of the Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6311 41-1620373
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
(612) 372-5432
(Address and telephone number
of the Registrant's principal executive offices)
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ROYCE N. SANNER
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE NWNL COMPANIES, INC.
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
(612) 372-5601
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C> <C>
Gerald T. Flom Richard R. Crowl Paul C. Meyer
Thomas G. Morgan Vice President and Associate General Counsel Rogers & Wells
Faegre & Benson Professional The NWNL Companies, Inc. 200 Park Avenue
Limited Liability Partnership 20 Washington Avenue South New York, New York 10166
2200 Norwest Center Minneapolis, Minnesota 55401 (212) 878-8000
Minneapolis, Minnesota 55402 (612) 372-5479
(612) 336-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
UPON THE EFFECTIVE TIME OF THE MERGER DESCRIBED HEREIN.
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
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EXHIBIT
NUMBER EXHIBIT
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23(g) -- Consent of Donaldson, Lufkin & Jenrette Securities Corporation
23(h) -- Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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
Exchange Act of 1934 (and 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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.
The undersigned Registrant undertakes that every prospectus (i) that is
filed pursuant to the immediately preceding paragraph, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to this 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
II-1
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1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 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 this Registration Statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Minneapolis,
State of Minnesota, on the 2nd day of December, 1994.
THE NWNL COMPANIES, INC.
By JOHN G. TURNER *
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John G. Turner,
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed on the 2nd day of December, 1994,
by the following persons in the capacities indicated:
JOHN G. TURNER *
- ------------------------------------- Chairman and Chief Executive Officer
John G. Turner (Principal Executive Officer)
Senior Vice President, Chief
WAYNE R. HUNEKE * Financial Officer and Treasurer
- ------------------------------------- (Principal Financial and Accounting
Wayne R. Huneke Officer)
CAROLYN H. BALDWIN
F. CALEB BLODGETT
DAVID C. COX
JAYE F. DYER
JOHN H. FLITTIE
LUELLA GROSS GOLDBERG
WILLIAM A. HODDER
JAMES J. HOWARD III A majority of the Board of Directors*
RANDY C. JAMES
RICHARD L. KNOWLTON
DAVID A. KOCH
RICHARD M. KOVACEVICH
GLEN D. NELSON, M.D.
JAMES J. RENIER
JOHN G. TURNER
*Richard R. Crowl, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named officers or directors of the Registrant
pursuant to powers of attorney duly executed by such persons.
By /s/ RICHARD R. CROWL
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Richard R. Crowl
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
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23(g) Consent of Donaldson, Lufkin & Jenrette Securities Corporation..............................
23(h) Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated...............................
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EXHIBIT 23(g)
CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
We hereby consent to the inclusion in the Registration Statement on Form S-4
(NO. 33-56703) of The NWNL Companies, Inc. and in the Joint Proxy
Statement/Prospectus contained therein of our opinion dated September 7, 1994
and to be dated as of the date of such Joint Proxy Statement/ Prospectus,
respectively, and to the references to our firm included in such Joint Proxy
Statement/ Prospectus. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under, and we do not
admit that we are "experts" for purposes of, the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NEW YORK, NEW YORK
DECEMBER 1, 1994
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EXHIBIT 23(h)
CONSENT OF MERRILL LYNCH
We hereby consent to the use of our opinion letter dated December 2, 1994 to
the Board of Directors of USLICO Corporation ("USLICO") included as Appendix C
to the Proxy Statement/ Prospectus which forms a part of the Registration
Statement on Form S-4 relating to the proposed merger of USLICO with and into
The NWNL Companies, Inc. and to the references to such opinion in such Proxy
Statement/Prospectus under the captions "Summary -- Fairness Opinions With
Respect to the Merger", "Summary -- Opinions of Merrill Lynch, Pierce, Fenner &
Smith Incorporated", "Background of the Merger", "Recommendations of the Boards
of Directors and Reasons for the Merger -- USLICO" and "Opinions of Merrill
Lynch, Pierce, Fenner & Smith Incorporated". In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
December 2, 1994
