AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NORDSTROM CREDIT, INC.
(Exact name of registrant as specified in its charter)
COLORADO 91-1181301
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
13531 EAST CALEY AVENUE CAROL R. SIMONSON
ENGLEWOOD, COLORADO 80111 13531 EAST CALEY AVENUE
(303) 397-4700 ENGLEWOOD, COLORADO 80111
(Address including zip code, and (303) 397-4780
telephone number, including area code, (Name, address, including zip code,
of registrant's principal executive and telephone number, including area
offices) code, of agent for service)
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COPIES TO:
MICHAEL E. MORGAN
LAWRENCE J. STEELE
LANE POWELL SPEARS LUBERSKY LLP
1420 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON 98101-2338
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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 any of the securities being registered on this Form are to be 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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
Debt Securities................................ $250,000,000 100% $250,000,000 $75,758
(1) Exclusive of accrued interest, if any. These figures are estimates made
solely for the purposes of calculating the registration fee.
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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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NORDSTROM CREDIT, INC.
DEBT SECURITIES
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Nordstrom Credit, Inc., a Colorado corporation (the "Company"), may offer
from time to time up to $250,000,000 aggregate principal amount of its unsecured
Debt Securities consisting of notes, debentures and other evidences of
indebtedness. The Debt Securities may be issued in one or more series of
issuances. The specific title, aggregate principal amounts, maturity, rate or
method of calculation of interest, purchase price, any sinking fund terms, any
terms for redemption and other special terms applicable to the Debt Securities
being offered will be set forth in a supplement to this Prospectus. The Debt
Securities are solely the obligation of the Company and are not guaranteed by
Nordstrom, Inc.
The Debt Securities may be sold directly by the Company or through agents or
to underwriters for public offering pursuant to the plan of distribution
described in the Prospectus and the Prospectus Supplement. If any underwriters
or agents are involved in the sale of the offered Debt Securities, their names
and any applicable fee, commission or discount arrangements with them will be
set forth in the Prospectus Supplement. See "Plan of Distribution."
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
No person has been authorized to give any information or to make any
representations other than those contained in or incorporated by reference in
this Prospectus in connection with the offer contained in this Prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any underwriters, dealers or agents.
This Prospectus does not constitute an offer to sell or the solicitation of an
offer to buy securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct at any time subsequent to the date of
such information.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
The Company and Nordstrom, Inc. ("Nordstrom"), a Washington corporation
which owns 100% of the outstanding shares of the Company's common stock, are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and, in accordance therewith, file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference room of the
Commission at Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549, and the
public reference facilities in the Northeast Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048 and the Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates by writing to the
Commission, Public Reference Section, Washington, D.C. The Commission maintains
a Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
The Company has filed with the Commission a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby (the "Registration Statement"). This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the Securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1997, which has been filed with the Commission by the Company, is
incorporated into this Prospectus by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents which are not specifically incorporated by
reference in the information that this Prospectus incorporates. Requests for
such copies should be directed to: Nordstrom Credit, Inc., 13531 East Caley
Avenue, Englewood, Colorado 80111, Attention: Carol R. Simonson, telephone (303)
397-4780.
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THE COMPANY AND NORDSTROM
The principal executive offices of the Company are located at 13531 East
Caley Avenue, Englewood, Colorado 80111, telephone number (303) 397-4700.
BUSINESS OF THE COMPANY
The Company is a wholly owned subsidiary of Nordstrom. The Company was
incorporated in the state of Washington in 1982 and reincorporated in the state
of Colorado in 1990. The primary business of the Company is to finance customer
accounts receivable arising under revolving charge accounts, contract accounts
and 30-day accounts generated through sales of merchandise in Nordstrom stores
("Accounts") and, until August 15, 1996, under revolving charge accounts
generated through purchases by customers utilizing Nordstrom National Credit
Bank Visa cards ("Visa Accounts"). Accounts consist primarily of balances due
under revolving charge accounts. The contract accounts for major purchases and
30-day accounts represent less than 1% of Accounts. Visa Accounts consist of
balances due under revolving charge accounts.
Nordstrom and Nordstrom National Credit Bank, a national banking association
and a wholly owned subsidiary of Nordstrom (the "Bank"), are parties to a
Merchant Agreement which governs the relationship between the Bank and
Nordstrom, including the origination of Accounts by the Bank. See "Relationship
with Nordstrom." The Company and the Bank are parties to an Operating Agreement
which governs the purchase by the Company of Accounts originated by the Bank and
the servicing of Accounts by the Bank. See "Relationship with Nordstrom."
The Company and Nordstrom are parties to an Investment Agreement which,
among other things, governs ownership of Company stock and the financial
relationships between Nordstrom and the Company. Because Nordstrom owns all of
the Company's common stock, Nordstrom controls the management and policies of
the Company. See "Relationship with Nordstrom."
On August 15, 1996, the Company sold substantially all of its outstanding
VISA receivables to Nordstrom in connection with a securitization of the
receivables. Nordstrom then transferred the receivables to the Bank, which
transferred the receivables to the Nordstrom Credit Card Master Trust (the
"Trust") in return for certificates representing undivided interests in the
Trust. A Class A certificate with a market value of $186.6 million was sold to a
third party, and a Class B certificate was purchased by the Company at an
approximate market value of $9.0 million. The Class B certificate has a stated
principal amount of $9.9 million, bears interest at 6.5%, and is subordinated to
the Class A certificate. The Company also purchased from the Bank a portion of
its investment in the Trust (the "Seller's Interest") at an approximate market
value of $4.1 million. The Bank retains the remaining Seller's Interest, and
will continue to service all of the receivables on behalf of the Trust.
As a result of the securitization of the receivables, the Company no longer
purchases and finances VISA receivables generated through the use of the Bank's
VISA card, except to the extent of its investment in the Class B certificate and
the Seller's Interest. The Bank securitizes all new VISA receivables through the
Trust, and from time to time sells to the Company additional portions of the
Seller's Interest, depending on its cash flow needs.
Pursuant to the terms of operative documents of the Trust, in certain events
the Company may be required to fund certain amounts pursuant to a recourse
obligation for credit losses. Based on current cash flow projections, the
Company does not believe any additional funding will be required.
BUSINESS OF NORDSTROM
Nordstrom is a specialty retailer selling a wide selection of apparel, shoes
and accessories for women, men and children. Most of Nordstrom's merchandise
categories are offered in each of its 62 large fashion specialty stores
currently located in Alaska, California, Colorado, Illinois, Indiana, Maryland,
Michigan,
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Minnesota, New Jersey, New York, Oregon, Pennsylvania, Texas, Utah, Virginia and
Washington. In addition, Nordstrom operates 19 clearance stores in California,
Illinois, Maryland, Oregon, Pennsylvania, Utah, Virginia and Washington under
the name "Nordstrom Rack," one clearance store in Arizona, under the name "Last
Chance Shoes and Apparel," one specialty store in New York under the name
"Faconnable," and leased shoe departments in twelve department stores in Hawaii
and Guam. Nordstrom's marketing philosophy is to offer a wide selection of
merchandise, to create customer loyalty by providing a high level of customer
service and to respond rapidly to local market conditions and fashion trends
through decentralized buying and merchandise selection.
The following table sets forth the total store area (exclusive of corporate
and administrative offices in Seattle, Washington) as of January 31, 1997 of all
stores currently operated by Nordstrom:
TOTAL STORE NUMBER OF
DESCRIPTION AREA STORES
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Southern California Group............... 2,688,000 20
Northern California Group............... 1,772,000 11
Capital Group (Washington D.C. area).... 1,481,000 10
Midwest Group........................... 1,472,000 8
Washington Group........................ 1,383,000 12
Northeast Group......................... 1,139,000 6
Oregon Group............................ 823,000 8
Utah/Colorado Group..................... 602,000 5
Southwest Group......................... 249,000 1
Alaska Group............................ 97,000 1
Arizona Group........................... 48,000 1
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Total................................. 11,754,000 83
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Nordstrom currently anticipates opening three large specialty stores in 1997
in Long Island, New York, West Hartford, Connecticut, and Cleveland, Ohio. These
stores will contain a total of approximately 661,000 square feet.
Nordstrom currently anticipates opening three specialty stores in 1998 in
Atlanta, Georgia, Overland Park, Kansas, and Scottsdale, Arizona. These stores
will contain a total of approximately 687,000 square feet. In 1998, Nordstrom
also plans to open a new flagship store in downtown Seattle, Washington, and to
remodel a store in San Diego, California.
Nordstrom is also considering other locations in Texas and the Southwest,
the Midwest, and the Eastern United States for potential store openings. With
respect to any proposed store, it is possible that in one or more instances
store site negotiations may be terminated and the store may not be built, or
delays may occur. Furthermore, environmental and land use regulations and the
difficulties encountered by shopping center developers in securing financing
could make future development of stores more difficult, time-consuming and
expensive.
RELATIONSHIP WITH NORDSTROM
MERCHANT AGREEMENT
Nordstrom and the Bank are parties to a Merchant Agreement and Operating
Procedures dated August 30, 1991 (the "Merchant Agreement") whereby the Bank
issues Accounts through Nordstrom credit cards issued by the Bank for use in
Nordstrom stores. Pursuant to the Merchant Agreement, the Bank pays to Nordstrom
on a daily basis the amount of all charges on Accounts for each such day, less
the amounts of any sales adjustments and less an allowance for amounts to be
written off. The Merchant
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Agreement requires that Nordstrom pay a servicing fee to the Bank which may
change from time to time but is currently .25% of the net face amount of each
sale, less any sales adjustments.
OPERATING AGREEMENTS
OPERATING AGREEMENT. Nordstrom Account servicing arrangements are governed
by an Operating Agreement dated August 30, 1991 (the "Operating Agreement")
between the Company and the Bank pursuant to which the Company purchases
Accounts from the Bank for a price equal to the amount of Accounts originated
less an allowance for amounts to be written off. Under the Operating Agreement
the Bank performs the servicing functions for the Accounts and the Company pays
the Bank a servicing fee which may change from time to time but is currently
2.0% of the amount of the Accounts originated. The Bank's servicing
responsibilities include new account processing, authorizing, billing, payment
processing, collection and customer service activities. The Company has
purchased all Accounts originated by the Bank since the Bank's inception.
Prior to August 15, 1996, the Company and the Bank were also parties to an
Operating Agreement for VISA Accounts and Receivables dated May 1, 1994 (the
"VISA Operating Agreement"), under which the Company purchased VISA Accounts
from the Bank under the same terms and conditions as the Operating Agreement
except for the allowance for the amounts to be written off. Amounts written off
were charged to the Company, except amounts written off with respect to sales
occurring at Nordstrom stores, which were indemnified by Nordstrom. Pursuant to
the terms of the VISA Operating Agreement, the Bank performed the servicing
functions for the VISA Accounts and the Company paid the Bank a servicing fee
which was determined on the same basis as the servicing fee for the Accounts.
INVESTMENT AGREEMENT
The Investment Agreement dated October 8, 1984 (the "Investment Agreement")
imposes certain commitments upon Nordstrom, the most stringent of which is to
maintain the Company's ratio of Income Available for Fixed Charges to Fixed
Charges at not less than 1.25:1. "Fixed Charges" are defined in the Investment
Agreement as the interest charges on the aggregate principal amount of all debt
of the Company outstanding during the period. "Income Available for Fixed
Charges" is defined as the net income of the Company determined in accordance
with generally accepted accounting principles, except that the determination is
to be made before any deduction for Fixed Charges or any provisions for taxes in
respect of income. The Investment Agreement requires that Nordstrom retain
ownership of all of the outstanding shares of stock of the Company, and provides
for the subordination of all debt owed by the Company to Nordstrom and its
affiliated companies to debt owed by the Company to unrelated third parties
("Prior Debt"). The Investment Agreement further provides that Nordstrom will
maintain an aggregate amount of investment (including affiliated debt and
shareholder's equity) in the Company of at least $1.00. The Investment Agreement
provides that it may be modified by Nordstrom and the Company provided that if
any modification adversely affects any holders of Prior Debt, the modification
will be effective only upon the consent of 66 2/3% of the holders of Prior Debt.
The Investment Agreement also provides that it may not be terminated until all
of the Company's debt outstanding on the date of the giving of 30 days' notice
of termination has been paid. The Indenture (as defined below) also imposes
limitations on amendments to or termination of the Investment Agreement. See
"Description of Debt Securities-- Certain Covenants of the Company."
The Company has been included in the consolidated income tax returns of
Nordstrom since its formation. Nordstrom prepares and files federal, state and
local income tax returns for and on behalf of the Company. The Company pays to
Nordstrom the amount of income taxes for which the Company would have been
liable if it had filed its own returns. For any year in which the Company has a
loss that reduces the consolidated income tax liability of Nordstrom, the
Company and Nordstrom's other subsidiaries, Nordstrom will pay the Company the
amount of such reduction in tax liability. In the event any adjustment
5
is made to the federal, state or local tax returns, the liability of Nordstrom
and the Company is to be recomputed and payments will be allocated accordingly.
INTERCOMPANY SERVICES
Nordstrom presently furnishes the following administrative services to the
Company: officer and director liability insurance, and executive, financial,
legal, tax and other corporate staff functions. Nordstrom charges the Company
for the actual costs incurred or a reasonable allocation of Nordstrom's total
cost for such services.
CREDIT ARRANGEMENTS
The Company and Nordstrom do not have any joint borrowing arrangements and
there are no guarantees by Nordstrom of the payment of any debt of the Company.
FINANCING OF THE COMPANY
To finance the purchase of Accounts, the Company has incurred and will incur
indebtedness, including the Debt Securities issued under this Prospectus. The
nature and amount of such indebtedness of the Company will vary from time to
time, depending upon business requirements, market conditions and other factors
of Nordstrom and the Bank. From time to time, Nordstrom has loaned excess funds
to the Company on a short-term basis. The Company has a $300,000,000 unsecured
line of credit with a group of commercial banks with Wells Fargo Bank, N.A., as
agent, which expires on June 30, 2001. Under the terms of this line of credit,
the Company must, among other things, comply with the terms of the Investment
Agreement and the Operating Agreement and maintain a ratio of consolidated total
debt to consolidated tangible net worth at the end of each fiscal quarter no
greater than 7 to 1. This line of credit serves as liquidity support for the
Company's short-term debt. Amounts due to Nordstrom, the Bank, and other
affiliates are subordinated to borrowings under the line of credit agreement.
The Company pays commitment fees for the line in lieu of compensating balance
requirements.
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company intends
to add the net proceeds from the sale of Debt Securities to the general funds of
the Company to be available primarily for the purchase of Accounts. The Company
may also repay short-term borrowings used to purchase Accounts or refinance
portions of outstanding medium-term notes. Pending such uses, the Company may
invest all or a portion of the proceeds in investment grade short-term
instruments.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company and Nordstrom and its subsidiaries for each of the fiscal years
ended 1993 through 1997.
FISCAL YEAR ENDED JANUARY 31,
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1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
Company................................................... 1.87 2.09 2.03 1.83 2.14
Nordstrom................................................. 4.41 4.95 6.79 5.14 4.99
For the purpose of these ratios, earnings consist of earnings before income
taxes plus fixed charges less capitalized interest, as applicable. Fixed charges
consist of interest expense, capitalized interest and the estimated interest
portion of rent expense, as applicable.
6
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may not apply to the Debt
Securities offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The notes, debentures and other evidences of indebtedness (the "Debt
Securities") will be issued under an indenture dated as of , 1997,
(the "Indenture"), between the Company and Norwest Bank Colorado, National
Association, as Trustee (the "Trustee"), and will rank equally with all other
unsecured and unsubordinated indebtedness of the Company. A copy of the
Indenture has been filed as an exhibit to the Registration Statement. The
following description summarizes certain provisions of the Indenture. Whenever
any particular article or section of the Indenture or any term defined therein
is referred to, such article, section or definition is incorporated by
reference, and the statement in connection with which such reference is made is
qualified in its entirety by such reference. Whenever a defined term is
indicated by capital letters, the definition thereof is contained in this
Prospectus or in the Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of the Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued from time to time in one or more series. (Section 301) The Debt
Securities will be unsecured obligations of the Company.
A Prospectus Supplement will describe, where applicable, the following terms
of the Debt Securities then being offered: (1) the title of the Debt Securities;
(2) any limit on the aggregate principal amount of the Debt Securities; (3) the
date or dates on which the Debt Securities will mature; (4) the rate or rates or
the method or methods of determining the rate or rates at which the Debt
Securities will bear interest, if any, and the date from which such interest, if
any, will accrue; (5) the dates on which such interest, if any, on the Debt
Securities will be payable and the record dates for such Interest payment dates;
(6) the place or places where principal of (and premium, if any) and interest,
if any, on the Debt Securities shall be payable and, if other than as set forth
in the Indenture, the method or methods of payment; (7) any mandatory or
optional sinking fund or analogous provisions; (8) any redemption terms; (9) any
index or formula used to determine the amount of payments of principal of and
premium, if any, and interest; (10) the portion of the principal amount of the
Debt Securities, if other than the principal amount thereof, payable upon
acceleration of maturity thereof; (11) whether the Debt Securities are to be
issued in whole or in part in the form of one or more Global Security or
Securities, and, if so, the identity of the depositary for such Global Security
or Securities and any special provisions with respect to such Global Security or
Securities; (12) the currency or currencies, including composite currencies, in
which payment of the principal of and any premium and interest on the Securities
of the series shall be payable if other than the currency of the United States
of America; (13) additional events of default, if any; (14) any additional
restrictive covenants included for the benefit of the holders of such Debt
Securities; and (15) any other terms of the Debt Securities not inconsistent
with the provisions of the Indenture. (Section 301)
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless otherwise provided in an applicable Prospectus Supplement with
respect to a series of Debt Securities, Debt Securities will be issued only in
denominations of $1,000 or any integral multiple thereof without coupons. Debt
Securities of any series will be exchangeable for other Debt Securities of the
same series containing identical terms and provisions and of a like aggregate
principal amount and containing identical terms and provisions of different
authorized denominations. Debt Securities may be issuable under the Indenture in
temporary or permanent global form. See "Global Securities."
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in the City of Denver will be designated as the
Company's Paying Agent for payments with respect to Debt
7
Securities. Any other Paying Agents in the United States initially designated by
the Company for the Debt Securities will be named in the related Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents or approve a change in the office
through which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for such series. All monies
paid by the Company to a Paying Agent for the payment of principal of and
premium, if any, and interest, if any, on any Debt Security which remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company, and the Holder
of such Debt Security will thereafter look only to the Company for payment
thereof.
GLOBAL SECURITIES
If any Debt Securities are issuable in temporary or permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Security may exchange such interests for definitive Debt Securities of such
series and of like tenor and principal amount in any authorized form and
denomination. Principal of and any premium and interest on a permanent global
Debt Security will be payable in the manner described in the applicable
Prospectus Supplement.
CERTAIN COVENANTS OF THE COMPANY
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS. "Subsidiary" of the Company is
defined as a corporation more than 50% of the outstanding voting stock of which
is owned, directly or indirectly, by the Company or by one or more Subsidiaries
of the Company. "Restricted Subsidiary" is defined as a Subsidiary of the
Company substantially all the assets of which are located within, and operating
substantially entirely within, the present 50 states of the United States,
excluding, however, any Subsidiary of the Company designated by the Board of
Directors, provided that at the time of such designation there exists no Event
of Default which has not been cured or waived, and the Company could issue at
least $1.00 of additional Debt secured by a Mortgage, as more fully described
under "Restrictions on Liens and Encumbrances." "Property" is defined as all
tangible and intangible property of the Company and any Restricted Subsidiary,
including rights in and to any such property and accounts (including installment
payment accounts and accounts receivable) owned by the Company or any Restricted
Subsidiary. "Consolidated Net Earnings" is defined as consolidated net earnings
(or deficit) of the Company and its Restricted Subsidiaries determined on a
consolidated basis in accordance with generally accepted accounting principles
excluding net income or loss (a) of a Restricted Subsidiary for any period
during which it was not a Restricted Subsidiary, and (b) of any acquired
business prior to its acquisition. "Consolidated Assets" is defined as the
aggregate amount of assets (less applicable reserves and other properly
deductible items) after deducting all goodwill and like intangibles, as set
forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries. (Section 101)
RESTRICTIONS ON LIENS AND ENCUMBRANCES. The Indenture provides that the
Company may not, nor may it permit any Restricted Subsidiary to, create, assume
or guarantee any loan or evidence of indebtedness for money borrowed ("Debt")
secured by a pledge, mortgage or lien ("Mortgage") on any Property of the
Company or any Restricted Subsidiary, or on any shares of capital stock or Debt
of any Restricted Subsidiary, without securing or causing the Restricted
Subsidiary to secure the Debt Securities and all other securities issued under
the Indenture equally and ratably with (or, at the Company's option, prior to)
such secured Debt, unless the aggregate amount of all Debt secured by Mortgages
would not exceed 15% of Consolidated Assets. (Section 1005)
This restriction does not apply to, and there is excluded from secured Debt
in any computation under such restriction, Debt secured by (1) Mortgages
existing as of the date of the Indenture and securing Debt existing as of the
date of the Indenture; (2) Mortgages on property of, or on any shares of capital
stock of or Debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary;
8
(3) Mortgages in favor of the Company or a Restricted Subsidiary; (4) Mortgages
in favor of governmental bodies to secure progress or advance payments; (5)
Mortgages on property, shares of stock or Debt existing at the time of
acquisition thereof and the related purchase money and construction Mortgages
which are entered into within specified limits; (6) Mortgages securing certain
tax-free obligations issued by a State, territory or possession of the United
States, or any political subdivision of any of the foregoing, or the District of
Columbia to finance the acquisition or construction of property; and (7) any
extension, renewal or refunding of any Mortgage referred to in the foregoing
clauses (1) through (6), inclusive. (Section 1005)
INVESTMENT AGREEMENT. The Indenture provides that the Company (1) will
observe and perform in all material respects all covenants or agreements of the
Company contained in the Investment Agreement; (2) will use its best efforts to
cause Nordstrom to observe and perform in all material respects all covenants or
agreements of Nordstrom contained in such agreement; and (3) will not waive
compliance under, amend in any material respect or terminate such agreement;
provided, however, that such agreement may be amended if as a result there is no
downgrading or revocation of any credit ratings on the Debt Securities or any
other securities of the Company. (Section 1008)
CONSOLIDATION, MERGER AND SALE OF ASSETS. The Company, without the consent
of any Holders of Outstanding Debt Securities, may consolidate or merge with or
into any Person, or transfer or lease its assets substantially as an entirety to
any Person, or may acquire or lease the assets of any Person, provided that: (a)
the successor formed by such consolidation or into which the Company is merged
or which acquires or leases the assets of the Company substantially as an
entirety is organized under the laws of any United States jurisdiction and
assumes the Company's obligations on the Debt Securities and under the
Indenture; (b) after giving effect to the transaction, no Event of Default (and
no event which, after notice or lapse of time or both, would become an Event of
Default) shall have happened and be continuing; and (c) certain other conditions
are met.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (1) default in the payment of principal of or any
premium on any Debt Securities of that series when due; (2) default in the
payment of any interest on any Debt Securities of that series when due,
continued for 30 days; (3) default in the deposit of any sinking fund payment,
when due, in respect of any Debt Securities of that series; (4) default in the
performance of any other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of the
Debt Securities other than that series), continued for 60 days after written
notice as provided in the Indenture; (5) default in payment or acceleration of
the Debt Securities of any other series or any other indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries in excess of
$5,000,000, or a default under any capitalized lease obligation of the Company
or a Restricted Subsidiary under which the Company or a Restricted Subsidiary is
obligated to pay in excess of $5,000,000, or a default under any mortgage or
indenture under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed in excess of $5,000,000 by the
Company or a Restricted Subsidiary if the default is not cured or such
acceleration is not annulled or such indebtedness is not discharged within 10
days after written notice as provided in the Indenture; (6) the entry against
the Company or a Restricted Subsidiary of a final judgment, decree or order by a
court having jurisdiction in the premises for the payment of money in excess of
$5,000,000 and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 60 consecutive days without a stay of execution; (7)
any Event of Default under the Indenture dated as of November 15, 1984 as
supplemented by First, Second and Third Supplemental Indentures, dated as of
January 15, 1988, June 1, 1989 and October 19, 1990, respectively, between the
Company and Norwest Bank Colorado National Association, as Successor Trustee;
(8) any Event of Default under the Indenture dated December 15, 1983, as amended
or supplemented from time to time, between Nordstrom and Wells Fargo Bank, N.A.,
as Trustee; and (9) certain events in bankruptcy,
9
insolvency or reorganization. No Event of Default with respect to the Debt
Securities of a particular series necessarily constitutes an Event of Default
with respect to the Debt Securities of any other series. (Section 501)
If an Event of Default with respect to the Debt Securities of any series at
the time outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25 percent in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to Debt Securities of
any series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series, and to waive
certain defaults. The Trustee, with respect to the direction of the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, or the Company, with
respect to waiving any default, may set a record date for any Act of the
Holders. (Sections 512 and 513)
The right of a Holder of any Debt Securities to institute a proceeding with
respect to the Indenture is subject to certain conditions precedent, but each
Holder has an absolute right to receive payment of principal or premium and
interest, if any, when due and to institute suit for the enforcement of any such
payment. (Sections 507 and 508) The Indenture provides that the Trustee, within
90 days after the occurrence of a default with respect to the Debt Securities of
any series, is required to give the Holders of such Debt Securities notice of
such default, unless cured or waived; provided that, except in the case of
default in the payment of principal, or premium or interest, if any, or in the
payment of any sinking fund installment, the Trustee may withhold such notice if
it determines it is in the interest of such Holders to do so. (Section 602)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1008)
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made by the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of all series of the outstanding Debt Securities
issued under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without the consent of each
Holder of such Debt Securities affected thereby, (1) change the stated maturity
date of the principal of, or any installment of principal of or interest on, any
such Debt Security; (2) reduce the principal amount of, the rate of interest on,
or any premium payable upon redemption of, any such Debt Security or the
principal amount due upon acceleration of an Original Issue Discount Security;
(3) change the place or currency of payment of principal (or premium, if any) or
interest, if any, on any such Debt Security; (4) impair the right to institute
suit for the enforcement of any such payment on or with respect to any such Debt
Security; (5) reduce the above-stated percentage of Holders necessary to modify
or amend the Indenture; or
10
(6) modify the foregoing requirements or reduce the percentage of outstanding
Debt Securities necessary to waive compliance with certain provisions of the
Indenture or for waiver of certain defaults. The Company may set a record date
for any Act of the Holders with respect to consenting to any amendment. (Section
902)
SATISFACTION AND DISCHARGE OF INDENTURES
The Indenture generally provides that the Company may terminate certain of
its obligations under the Debt Securities of any series and under the Indenture
(with respect to such series) if (1) all of the Debt Securities of such series
previously authenticated and delivered (other than lost, destroyed or stolen
Debt Securities that have been replaced or paid or for whose payment money has
been deposited in trust) have been delivered to the Trustee for cancellation and
the Company has paid all sums payable by it thereunder, (2) such Debt Securities
of such series have matured or will mature within one year or all of them are to
be called for redemption within one year under arrangements satisfactory to the
Trustee for giving the notice of redemption and the Company irrevocably deposits
with the Trustee money or U.S. Government Obligations sufficient to pay
principal of, premium, if any, and interest on the Outstanding Debt Securities
of such series that are due or will become due upon redemption or maturity, as
the case may be, and to pay all other sums payable by it thereunder or (3) upon
compliance with certain conditions specified in the Indenture, 123 days after
the Company makes the deposit with the Trustee of money or U.S. Government
Obligations specified in clause (2). In such case, Holders of the Debt
Securities must look to the deposited money for payment. (Section 401)
The Indenture further provides that if the Company has made the election
provided by clause (3) above, it may elect either (a) to defease and be
discharged from any and all obligations with respect to the Debt Securities of
such series, except for the obligations to register the transfer or exchange of
such Debt Securities, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to maintain an office or agency in respect of the Debt
Securities, and to hold moneys for payment in trust ("legal defeasance") or (b)
to be released from its obligations with respect to the Debt Securities of such
series under the covenant default (except with respect to the covenant to pay
principal and interest) and cross-acceleration provisions under "Events of
Default" and from the restrictions described under certain covenants in the
Indenture, including "Restrictions on Liens and Encumbrances" and "Investment
Agreement" ("covenant defeasance"). As a condition to legal defeasance or
covenant defeasance, the Company must deliver to the Trustee an opinion of
counsel (as specified in the Indenture) to the effect that the Holders of the
Debt Securities of such series will not recognize income, gain or loss for
United States Federal income tax purposes as a result of such legal defeasance
or covenant defeasance and will be subject to United States Federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such legal defeasance or covenant defeasance had not occurred. In
the case of legal defeasance under clause (a) or covenant defeasance under
clause (b) above, a ruling of the Internal Revenue Service may be delivered in
lieu of such opinion. (Section 401)
Under current United States Federal income tax law, legal defeasance would
likely be treated as a taxable exchange of such Debt Securities for interests in
the defeasance trust. As a consequence, a Holder would recognize gain or loss
equal to the difference between the Holder's tax basis for such Debt Securities
and the value of the Holder's interest in the defeasance trust, and thereafter
would be required to include in income its share of the income, gain and loss of
the defeasance trust. Under current Federal income tax law, covenant defeasance
would likely not be treated as a taxable exchange of such Debt Securities.
Purchasers of such Debt Securities should consult their tax advisors with
respect to the more particular tax consequences to them of such legal defeasance
and covenant defeasance, including the applicability and effect of United States
Federal income and other tax law.
The Company may exercise its legal defeasance option with respect to the
Debt Securities of such series, notwithstanding its prior exercise of its
covenant defeasance option. If the Company exercises its legal defeasance
option, payment of such Debt Securities may not be accelerated because of an
Event of
11
Default. If the Company exercises its covenant defeasance option, payment of
such Debt Securities may not be accelerated because of the covenant default
(except with respect to the covenant to pay principal and interest) and
cross-acceleration provisions or certain of the covenants, including those noted
under clause (b) above. However, if such an acceleration were to occur because
of other defaults, the realizable value at the acceleration date of the money
and U.S. Government Obligations in the defeasance trust could be less than the
principal and interest then due on such Debt Securities, because the required
deposit in the defeasance trust is based upon scheduled cash flows rather than
market value, which will vary depending upon interest rates and other factors.
(Section 401)
The term "U.S. Government Obligations" is defined to mean direct obligations
of the United States for the payment of which its full faith and credit is
pledged, or obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the United States and the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any such U.S. Government Obligations or a specific payment of principal of or
interest on any such U.S. Government Obligations held by such custodian for the
account of the holder of such depositary receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian with respect to the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depositary receipt. (Section 101)
CONCERNING THE TRUSTEE
Under the provisions of the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), upon the occurrence and continuance of a default under
an indenture, if a trustee has a conflicting interest (as defined in the Trust
Indenture Act) the trustee must, within 90 days, either eliminate such
conflicting interest or resign. Under the provisions of the Trust Indenture Act,
an indenture trustee shall be deemed to have a conflicting interest if, upon the
occurrence of a default under the indenture, the trustee is a creditor of the
obligor. If the trustee fails either to eliminate the conflicting interest or to
resign within 10 days after the expiration of such 90-day period, the trustee is
required to notify security holders to this effect and any security holder who
has been a bona fide holder for at least six months may petition a court to
remove the trustee and to appoint a successor trustee.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include one or more firms, or may be a group of underwriters
represented by firms including one or more of such firms. Such firms may also
act as agents.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Act. Any such
12
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the offered Debt Securities shall
not at the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents will not
have any responsibilities in respect of the validity or performance of such
contracts.
Each series of Debt Securities will be a new issue of securities with no
established trading market. Any underwriters or agents to or through whom Debt
Securities are sold by the Company for public offering and sale may make a
market in such Debt Securities, but such underwriters or agents will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any Debt Securities.
LEGAL OPINIONS
The legality of the Debt Securities will be passed upon by Lane Powell
Spears Lubersky LLP, 1420 Fifth Avenue, Suite 4100, Seattle, Washington
98101-2338. D. Wayne Gittinger, a director of Nordstrom, is a partner in the
firm of Lane Powell Spears Lubersky LLP. At January 31, 1997 members of that
firm owned directly or indirectly an aggregate of approximately 5,300,000 shares
of common stock of Nordstrom.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an itemized statement of the amounts of all expenses in
connection with the sale and distribution of the Debt Securities registered
hereby. Except for the registration fee, all such amounts are estimates.
Registration Fee................................................... $ 75,758
Printing and engraving.............................................
Legal fees and expenses............................................
Accountants' fees and expenses.....................................
Trustee's and authenticating agent's fees and expenses.............
Rating Agencies' fees..............................................
Blue Sky fees and expenses.........................................
Miscellaneous......................................................
---------
Total.......................................................... $
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the provisions of the Company's bylaws, the Company shall indemnify
against liabilities and expenses incurred in any proceeding an individual made a
party to the proceeding because the party is or was a director or officer of the
Company. These indemnification provisions contain certain limitations and
standards, including that (i) the individual conducted himself in good faith,
(ii) he reasonably believed: (a) in the case of conduct in his official capacity
with the Company, that his conduct was in the Company's best interests; or (b)
in all other cases, that his conduct was at least not opposed to the Company's
best interests, and (iii) in the case of any criminal proceedings, he had no
reasonable cause to believe his conduct was unlawful. The Company may not
indemnify a director or officer either (i) in connection with a proceeding by or
in the right of the Company in which the director or officer was adjudged liable
to the Company; or (ii) in connection with any proceeding charging improper
personal benefit to the director or officer, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
Any indemnification of or advance of expenses to a director or officer
arising out of a proceeding by or on behalf of the Company must be reported in
writing to shareholders with or before notice of the next shareholders' meeting.
These provisions are not exclusive of any other rights of indemnification to
which those seeking indemnification may be entitled under any agreement, vote of
shareholders or directors, or otherwise. Nordstrom carries directors' and
officers' liability insurance which generally insures officers and directors of
the Company against certain liabilities by reason of certain acts and omissions
in connection with their duties for the Company.
Further, the Company's Articles of Incorporation eliminate the personal
liability of a director to the Company or its shareholders for monetary damage
for breach of fiduciary duty as a director, except for (i) breach of the
director's duty of loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith, or which involve intentional misconduct or a
knowing violation of law; (iii) acts specified under Section 7-5-114 of the
Colorado Corporation Code; or (iv) any transaction from which the director
derived an improper personal benefit.
Any underwriters, dealers or agents referred to in the agreement filed as
Exhibit 1.1 to this Registration Statement will agree to indemnify the Company's
directors, its officers who signed the Registration Statement and its
controlling persons against certain liabilities which might arise under the
Securities Act from information furnished to the Company by or on behalf of any
such indemnifying party.
II-1
ITEM 16. EXHIBITS.
*1.1 Form of Distribution Agreement
4.1 Indenture dated as of , 1997 between Registrant and Norwest Bank Colorado,
National Association, as Trustee
*4.2 Form of Debt Security
*5.1 Opinion of Lane Powell Spears Lubersky LLP, counsel to the Registrant
12.1 Statement regarding computation of ratio of earnings to fixed charges of Nordstrom
12.2 Statement regarding computation of ratio of earnings to fixed charges of Registrant
*23.1 The consent of Lane Powell Spears Lubersky LLP is contained in their opinion filed as
Exhibit 5.1 to this Registration Statement
23.2 Consent of Deloitte & Touche LLP, independent auditors
24.1 A power of attorney is contained on the signature page of this Registration Statement
*25.1 Form T-1, Statement of Eligibility and Qualification of Norwest Bank Colorado,
National Association, as Trustee under the Trust Indenture Act of 1939
- ------------------------
* To be filed by Amendment
ITEM 17. 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(b) To reflect in the Prospectus any facts or events arising after
the effective date of the 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
the Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference.
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) if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(c) 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 post-effective amendment shall be deemed
to be a new registration statement relating to the securities
II-2
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 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.
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 referred to in Item 15 above, 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 of whether or not
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Englewood, state of Colorado on the 7th day of April,
1997.
NORDSTROM CREDIT, INC.
By: /s/ JOHN C. WALGAMOTT
-----------------------------------------
John C. Walgamott, PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Walgamott and John A. Goesling, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capabilities, to such any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on April 7, 1997, by the following
persons in the capacities indicated:
SIGNATURES TITLE
- ------------------------------ --------------------------
/s/ JOHN C. WALGAMOTT
- ------------------------------ President (Principal
John C. Walgamott Executive Officer)
Executive Vice President
/s/ JOHN A. GOESLING and Treasurer (Principal
- ------------------------------ Financial and Accounting
John A. Goesling Officer)
/s/ JOHN C. WALGAMOTT
- ------------------------------ Director
John C. Walgamott
/s/ JOHN A. GOESLING
- ------------------------------ Director
John A. Goesling
/s/ JOHN J. WHITACRE
- ------------------------------ Director
John J. Whitacre
II-4
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*1.1 Form of Distribution Agreement
4.1 Indenture dated as of , 1997 between Registrant and Norwest Bank Colorado, National
Association, as Trustee
*4.2 Form of Debt Security
*5.1 Opinion of Lane Powell Spears Lubersky LLP, counsel to the Registrant
12.1 Statement regarding computation of ratio of earnings to fixed charges of Nordstrom
12.2 Statement regarding computation of ratio of earnings to fixed charges of Registrant
*23.1 The consent of Lane Powell Spears Lubersky LLP is contained in their opinion filed as Exhibit 5.1 to this
Registration Statement
23.2 Consent of Deloitte & Touche LLP, independent auditors
24.1 A power of attorney is contained on the signature page of this Registration Statement
*25.1 Form T-1, Statement of Eligibility and Qualification of Norwest Bank Colorado, National Association, as
Trustee under the Trust Indenture Act of 1939
- ------------------------
* To be filed by Amendment