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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1994
REGISTRATION NO. 33-
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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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NORWEST FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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IOWA
(State or other jurisdiction of
incorporation or organization)
42-1186565
(I.R.S. Employer
Identification Number)
206 Eighth Street
Des Moines, Iowa 50309
(515) 243-2131
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
JAMES R. BERENS, ESQ.
Des Moines, Iowa 50309
(515) 243-2131
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service.)
Copies to:
CHARLES N. BURGER, ESQ.
Orrick, Herrington & Sutcliffe
599 Lexington Avenue
New York, New York 10022
(212) 326-8800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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 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/
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE AGGREGATE PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
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Debt Securities.............. $2,000,000,000 100% $2,000,000,000 $689,655.17
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(1) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as may result in the initial offering prices aggregating
$2,000,000,000.
(2) Estimated solely for purposes of computing 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 SUCH SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 1994
PROSPECTUS
NORWEST FINANCIAL, INC.
DEBT SECURITIES
Norwest Financial, Inc. (the "Company") from time to time may issue in one
or more series up to $2,000,000,000 aggregate principal amount of its senior or
senior subordinated, unsecured debt securities consisting of notes, debentures
and other evidences of indebtedness (the "Debt Securities"). The Debt Securities
will be offered as separate series in amounts, at prices and on terms determined
at the time of sale. The terms of the specific Debt Securities being offered
(the "Offered Securities"), including the classification as senior or senior
subordinated debt, specific designation, aggregate principal amount, rate (which
may be fixed or variable), or method of calculation thereof, and time of payment
of any interest, maturity, offering price and terms of redemption, if any, at
the option of the Company or the holder, sinking fund payments, currency or
other specific terms of the Offered Securities will be set forth in the
supplement to this Prospectus (the "Prospectus Supplement"). As used herein, the
Offered Securities shall include securities denominated in United States dollars
or, at the option of the Company if so specified in an applicable Prospectus
Supplement, in any other currency or in composite currencies or in amounts
determined by reference to an index. The Prospectus Supplement will state the
securities exchange, if any, on which the Offered Securities will be listed.
Unless otherwise specified in the Prospectus Supplement, the Offered Securities
will be in denominations of $1,000 and integral multiples thereof.
The Offered Securities may be sold to or through one or more underwriters
or dealers, through agents designated from time to time, or directly by the
Company to other purchasers. The names of any underwriters, dealers or agents
involved in the sale of the Offered Securities and their compensation will be
set forth in the Prospectus Supplement. See "Plan of Distribution". The Offered
Securities may be issued in the form of Global Securities registered in the name
of one or more depositaries or certificates issued in definitive form.
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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 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 February , 1994.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such filed material can be inspected and copied at the offices of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 230 South
Dearborn Street, Chicago, Illinois 60604; and 75 Park Place, Room 1228, New
York, New York 10007. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such reports and other information concerning the
Company can also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. This Prospectus does not contain all
information set forth in the registration statements and exhibits thereto filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), and to which reference is hereby made.
The Company intends to publish annual reports containing financial
statements audited by independent certified public accountants. These reports
will not be distributed to holders of the Debt Securities but will be available
to them upon request.
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INCORPORATION OF DOCUMENTS BY REFERENCE
There is hereby incorporated by reference in this Prospectus the following
documents heretofore filed by the Company with the Commission (File No. 2-80466)
pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1992;
2. The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993; and
3. The Company's current report on Form 8-K dated April 8, 1993.
All other 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 securities to which this Prospectus
relates shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
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THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST, A COPY OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE DOCUMENTS DESCRIBED ABOVE). REQUESTS SHOULD BE ADDRESSED TO: NORWEST
FINANCIAL, INC., 206 EIGHTH STREET, DES MOINES, IOWA 50309, ATTENTION:
TREASURER'S DEPARTMENT (TELEPHONE NUMBER 515-243-2131).
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UNLESS OTHERWISE INDICATED, CURRENCY AMOUNTS IN THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT ARE STATED IN UNITED STATES DOLLARS ("$", "DOLLARS" OR
"U.S. $").
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THE COMPANY
The Company is an Iowa corporation organized on August 19, 1982, as the
successor to a business founded in 1897, and is a wholly-owned subsidiary of
Norwest Corporation. Norwest Corporation is a diversified financial services
organization which, at December 31, 1992, had consolidated assets totaling
approximately $44.6 billion. Unless the context otherwise requires, any
reference to "Norwest Financial" includes the Company and its subsidiaries, all
of which are wholly-owned.
At December 31, 1993, Norwest Financial had 942 branch offices primarily
engaged in the consumer finance business in 46 states and all ten Canadian
provinces. The Company's insurance subsidiaries are primarily engaged in the
business of providing, directly or through reinsurance arrangements, credit life
and credit disability insurance as a part of Norwest Financial's consumer
finance business. Credit property, involuntary unemployment and non-filing
insurance is sold as a part of the consumer finance business directly or through
reinsurance arrangements by one of the Company's insurance subsidiaries or on an
agency basis. Subsidiaries of the Company are engaged in the leasing, commercial
lending and accounts receivable financing segments of the commercial finance
business. The Company also supplies data services to other companies.
The Company's principal executive offices are located at 206 Eighth Street,
Des Moines, Iowa 50309 (Telephone Number 515-243-2131).
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
Norwest Financial for the periods indicated:
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30, 1993
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1988 1989 1990 1991 1992
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1.68 1.56 1.70 1.74 2.02 2.22%
The ratios of earnings to fixed charges have been computed by dividing earnings
plus fixed charges and income taxes by fixed charges. Fixed charges consist of
interest and debt expenses plus one-third of rentals (which is deemed
representative of the interest factor).
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be added to the general funds
of the Company. All or part of such proceeds may be used to support Norwest
Financial's internal growth and possible bulk purchase of finance receivables or
to refund outstanding indebtedness of the Company. Initially, all or part of
such proceeds may be used to reduce short-term indebtedness or be invested
temporarily in short-term securities.
The Company expects to incur additional indebtedness in the future to
provide the funds necessary for Norwest Financial to carry on its business. The
amounts which may be obtained cannot be predicted and may vary from time to
time. Short-term indebtedness in particular fluctuates from day to day in the
ordinary course of business.
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DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will constitute either senior or senior subordinated
debt of the Company and will be offered under one of two separate Indentures
described below (the "Indentures"), each between the Company and a banking
institution organized under the laws of the United States of America or of any
State thereof (a "Trustee"). Copies of the forms of Indentures are filed as
exhibits to the Registration Statement. The following summaries of certain
provisions of the Indentures do not purport to be complete and are subject, and
qualified in their entirety by reference, to all the provisions of the
applicable Indenture, including the definitions therein of certain terms.
References appearing below are to the applicable Indenture.
Neither of the Indentures limits the amount of Debt Securities that may be
issued thereunder, and each Indenture provides that Debt Securities may be
issued thereunder up to the aggregate principal amount authorized from time to
time by the Board of Directors of the Company. (Article Three)
The Debt Securities will be unsecured general obligations of the Company.
They will be issued either (i) in registered form without coupons and will be
exchangeable for a like aggregate principal amount of other Debt Securities of
authorized denominations of the same series with like maturities, interest rates
and other terms and registered in the same name or (ii) in the form of Global
Securities. The Debt Securities other than Global Securities will be
exchangeable and transferable at any time or from time to time at the Corporate
Trust Office of the applicable Trustee or at any other office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York. No charge will be made to the Holder for any such exchange or transfer of
Debt Securities except for any tax or governmental charge incidental thereto.
(sec.3.05)
The Company shall not be required (a) to issue, register the transfer of or
exchange any Debt Security of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Debt Securities of such series and ending at the close of business
on the day of such mailing or (b) to register the transfer of or exchange any
Debt Security selected for redemption in whole or in part, except, in the case
of any Debt Security to be redeemed in part, the portion thereof not to be
redeemed.
Reference is made to the Prospectus Supplement for the following terms of,
and other information with respect to, the Offered Securities: (1) the title of
the Offered Securities and whether they will be senior or senior subordinated
debt of the Company; (2) the designation, aggregate principal amount and
authorized denominations (if other than $1,000 or integral multiples thereof) of
the Offered Securities; (3) the currency or currencies in which payments on the
Offered Securities will be payable, if other than United States dollars; (4) the
price or prices (expressed as a percentage of the aggregate principal amount
thereof) at which the Offered Securities will be issued; (5) the date or dates
on which the Offered Securities will mature; (6) the rate or rates per annum at
which the Offered Securities will bear interest, if any, or the method of
calculation thereof; (7) the date or dates on which such interest, if any, will
be payable; (8) any redemption terms; (9) the Trustee under the Indenture
pursuant to which the Offered Securities will be issued; (10) the place or
places where principal (and premium, if any) and interest, if any, on the
Offered Securities shall be payable and if other than as set forth in the
Indenture, the method or methods of payment; (11) the portion of the principal
amount of the Offered Securities, if other than the principal amount thereof,
payable upon acceleration of maturity thereof; (12) any mandatory or optional
sinking fund or analogous provisions; (13) whether the Offered Securities are to
be issued in whole or in part in the form of one or more Global Securities, and,
if so, the identity of the Depository or Depositories of such Global Security or
Securities and any special provisions with respect to such Global Security or
Securities and (14) any other specific terms and provisions of the Offered
Securities. With respect to Offered Securities sold through dealers acting as
agents, however, the maturities and interest rates of the Offered Securities may
be established by the Company from time to time and, if not set forth in the
Prospectus Supplement, will be made available through such dealers.
Debt Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may otherwise
vary. One or more series of Debt Securities may be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at
a rate which at the
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time of issuance is below market rates. Federal income tax consequences and
special considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Debt Securities and such currency or currency units will be
described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
If any Debt Securities of a series are issuable in global form, the
applicable Prospectus Supplement will describe the distribution procedures
applicable to such securities and the circumstances, if any, under which
beneficial owners of interests in any such Global Security may exchange such
interests for certificated Debt Securities of such series and of like tenor and
principal amount of any authorized form and denomination. A Person having a
beneficial interest in a Global Security will, except with respect to payment of
principal of and any premium and interest on such Global Security, be treated as
a Holder of such principal amount of Outstanding Securities represented by such
Global Security, as shall be specified in a written statement which is produced
to the Trustee by such Depository. Principal of and any premium and interest on
a Global Security will be payable in the manner described in the applicable
Prospectus Supplement.
SENIOR SECURITIES
The Debt Securities which will constitute part of the senior indebtedness
of the Company ("Senior Securities") will be issued under the Indenture that
authorizes the issuance of Senior Securities (the "Senior Indenture"). The
Senior Securities will rank on a parity with all other unsecured indebtedness of
the Company for borrowed money, whether outstanding at the date of issuance of
such Senior Securities or incurred thereafter, which is not by its terms
subordinate and junior to any other unsecured indebtedness of the Company
("Senior Indebtedness").
SENIOR SUBORDINATED SECURITIES
The Debt Securities which will constitute part of the senior subordinated
indebtedness of the Company ("Senior Subordinated Securities") will be issued
under the Indenture that authorizes the issuance of Senior Subordinated
Securities (the "Senior Subordinated Indenture"). The Senior Subordinated
Securities will be subordinate and junior in the right of payment, to the extent
and in the manner set forth in a Senior Subordinated Indenture, to all Senior
Indebtedness. In the event (i) of any insolvency or bankruptcy proceedings, and
any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relating to the Company or its property, or of any
proceeding for voluntary liquidation, dissolution or other winding up of the
Company, whether or not involving any insolvency or bankruptcy, or (ii) that
pursuant to the terms of any Senior Subordinated Indenture, any of the Senior
Subordinated Securities issued thereunder are declared due and payable because
of the occurrence of an Event of Default thereunder, except as otherwise
provided in such Senior Subordinated Indenture, all principal and interest on
Senior Indebtedness will be paid in full before any payment is made on such
Senior Subordinated Securities. (Senior Subordinated Indenture sec.15.01)
MODIFICATION OF THE INDENTURE
Each Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of a majority in aggregate principal amount of
each series of Debt Securities at the time Outstanding under such Indenture that
is affected thereby, to enter into supplemental indentures for the purpose of
amending or modifying, in any manner, the provisions of such Indenture or of any
indenture supplemental thereto, or modifying the rights of the Holders of such
Debt Securities; provided that no such supplemental indenture, without the
consent of the Holder of each Outstanding Debt Security affected thereby, may
(i) modify the terms of payment of principal, premium, if any, or interest; (ii)
reduce the aforesaid percentage
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of Holders of Outstanding Debt Securities necessary to amend or modify such
Indenture or waive compliance by the Company with any restrictive covenant or
waive any default; or (iii) subordinate the indebtedness evidenced by such Debt
Securities to any indebtedness of the Company or, if such Debt Securities are
Senior Subordinated Securities, modify the terms of the applicable Senior
Subordinated Indenture with respect to the subordination of such Senior
Subordinated Securities in a manner adverse to the Holders thereof. (sec.11.02)
SATISFACTION AND DISCHARGE
Except as may otherwise be set forth in the Prospectus Supplement
accompanying this Prospectus, the Company will be discharged from its
obligations under the Debt Securities of a particular series at any time prior
to the Stated Maturity or redemption thereof upon satisfaction of the following
conditions: (a) the Company has irrevocably deposited with the Trustee in trust
either (i) sufficient funds to pay the principal of (and premium, if any, on)
and interest to Stated Maturity or any Redemption Date on the Debt Securities of
such series, or (ii) an amount of direct obligations of (or obligation
guaranteed by) the United States of America which are not subject to prepayment,
redemption or call sufficient to pay when due the principal of (and premium, if
any, on) and interest to Stated Maturity or any Redemption Date on the Debt
Securities of such series; (b) the Company has paid all other sums payable with
respect to the Debt Securities of such series; and (c) in the case of any
deposit of direct obligations of (or obligations guaranteed by) the United
States, if such deposit occurs more than one year prior to the Stated Maturity
or redemption of the Debt Securities of such series, notice thereof has been
given to the Holders of such Debt Securities and the Trustee has received an
opinion of recognized tax counsel to the effect that such deposit and discharge
will not result in recognition by the Holders of such Debt Securities of income,
gain or loss for federal income tax purposes (other than income, gain or loss
which would have been recognized in like amount and at a like time absent such
deposit and discharge). Upon such discharge, the Holders of the Debt Securities
of such series will no longer be entitled to the benefits of the Indenture that
authorized the issuance of such Debt Securities, except for the purposes of
registration of transfer and exchange of such Debt Securities, and may look only
to such deposited funds or obligations for payment. (sec.6.01 and sec.14.02)
EVENTS OF DEFAULT, NOTICE AND WAIVER
Except as may otherwise be set forth in the Prospectus Supplement, each
Indenture provides that the following are Events of Default thereunder with
respect to any series of Debt Securities issued thereunder: (i) default for five
days in the payment of the principal of (or premium, if any, on) any Debt
Security of such series at its Maturity; (ii) default for 30 days in making any
sinking fund payment required by the terms of the Debt Securities of such
series; (iii) default for 30 days in the payment of any installment of interest
on any Debt Security of such series; (iv) default for 60 days after written
notice in the performance of any covenant in respect of the Debt Securities of
such series; (v) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of the Company or its
property; (vi) an event of default with respect to any other series of Debt
Securities outstanding under such Indenture or as defined in any other
indenture, mortgage or instrument evidencing or under which the Company has
secured or outstanding any indebtedness for borrowed money, as a result of which
such other Debt Securities or indebtedness shall have been accelerated and such
acceleration shall not have been annulled within 10 days after written notice
thereof, unless, under certain conditions, the Company is contesting such
acceleration or the aggregate indebtedness of the Company then or theretofore
accelerated is not more than $25 million and is paid in full within 10 days; and
(vii) any other Event of Default provided in the applicable resolution of the
Board of Directors or supplemental indenture under which such series of Debt
Securities is issued. (sec.7.01) An Event of Default with respect to a
particular series of Debt Securities does not necessarily constitute an Event of
Default with respect to any other series of Debt Securities issued under the
same or another Indenture. Each Indenture provides that the Trustee thereunder
may withhold notice to the Holders of any series of Debt Securities of any
default with respect to such series (except in the payment of principal, premium
or interest) if it considers it in the interest of such Holders to do so.
(sec.8.02)
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the Trustee or the Holders of 25% in aggregate
principal amount of the Outstanding Debt Securities of such
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series may declare the principal, or in the case of discounted Debt Securities,
such portion thereof as may be described in the Prospectus Supplement relating
thereto, of all the Debt Securities of such series to be due and payable
immediately. (sec.7.02)
Each Indenture contains a provision entitling the Trustee to be indemnified
by the Holders of Debt Securities issued thereunder before proceeding to
exercise any right or power under such Indenture at the request of any Holders.
(sec.8.03) Each Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series issued
thereunder may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred upon the Trustee, with respect to the Debt Securities of such series.
(sec.7.12) The right of a Holder to institute a proceeding with respect to the
Debt Securities of any series is subject to certain conditions precedent,
including notice and indemnity to the applicable Trustee, but each Holder has an
absolute right to receipt of the principal of (and premium, if any) and interest
on such Debt Securities at the respective Stated Maturities thereof (or, in the
case of redemption, on the applicable Redemption Date) or to institute suit for
the enforcement thereof. (sec.7.07 and sec.7.08)
Each Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of any series issued
thereunder may on behalf of the Holders of all Debt Securities of such series
waive any past defaults except (a) a default in payment of the principal of (or
premium, if any) or interest on any Debt Security of such series and (b) a
default in respect of a covenant or provision of the applicable Indenture which
cannot be amended or modified without the consent of the Holder of each Debt
Security affected. (sec.7.13)
Each Indenture requires the Company to furnish annually to the Trustee
thereunder an Officers' Certificate as to the performance by the Company of its
obligations under such Indenture. (sec.12.05)
CONCERNING THE TRUSTEE
Business and other relationships (including other trusteeships) between, on
the one hand, Norwest Financial, Norwest Corporation and other affiliates
thereof and, on the other hand, the Trustee under the Indenture pursuant to
which the Offered Securities are issued, are described in the Prospectus
Supplement.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in one or more of the following
ways: (i) through underwriters or dealers; (ii) directly to one or more
institutional purchasers; or (iii) through agents. The Prospectus Supplement
with respect to the Offered Securities will set forth the terms of the offering
of the Offered Securities, including the name or names of any underwriters,
dealers, agents or purchasers, the purchase price of the Offered Securities and
the proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price, any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchanges on which the Offered Securities may be listed. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time. Only firms so
named in the Prospectus Supplement are deemed to be underwriters, dealers or
agents in connection with the Offered Securities.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the Offered Securities if any of the Offered Securities are
purchased.
Debt Securities may also be sold directly by the Company or through dealers
or agents designated by the Company from time to time. Any dealer or agent
involved in the offering and sale of the Offered Securities will be named, and
any commissions payable by the Company to such dealer or agent will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such dealer or agent
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will be acting on a best efforts basis for the period of its appointment. If
Debt Securities are sold to dealers, a discount may be allowed to such dealers,
who will purchase such Debt Securities for their own account for resale to the
public from time to time at such prices and on such terms as may be determined
by them at the time of sale.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Offered Securities for payment and delivery on a future
date specified in the Prospectus Supplement. There may be limitations on the
minimum amount which may be purchased by any such institutional investor or on
the portion of the aggregate principal amount of the Offered Securities which
may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and such other institutions as may be approved by the
Company. The obligations of any such purchasers pursuant to such delayed
delivery and payment arrangements will not be subject to any conditions except
(i) the purchase by an institution of the Offered Securities shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the Offered Securities
are being sold to underwriters, the Company shall have sold to such underwriters
the total principal amount of the Offered Securities less the principal amount
thereof covered by such arrangements. Underwriters will not have any
responsibility in respect to the validity of such arrangements or the
performance of the Company or such institutional investors thereunder.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may engage
in transactions with, or perform services for, the Company in the ordinary
course of business.
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 validity of the Offered Securities will be passed upon for the Company
by James R. Berens, Esq., who serves as Vice President, General Counsel and
Secretary and as a director of the Company, and for any underwriters or agents
by Orrick, Herrington & Sutcliffe, New York, New York.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, have been audited by
Deloitte & Touche, 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.
8
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities covered hereby, other than the underwriting discount, are, subject to
further contingencies, estimated to be as follows:
Registration Statement Filing Fee...................................... $ 689,655
Printing and Engraving*................................................ 225,000
Blue Sky Expenses*..................................................... 115,000
Rating Agency Fees*.................................................... 900,000
Accounting Fees*....................................................... 180,000
Legal Fees and Expenses*............................................... 60,000
Trustee Fees*.......................................................... 225,000
Miscellaneous*......................................................... 60,000
---------
Total................................................................ $2,454,655
---------
---------
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 490.850 through 490.858 of the Iowa Business Corporations Act, and
Article X of the Company's By-Laws permit the indemnification of certain
persons, including directors and officers of the Company, under certain
circumstances. Article X of the Company's By-Laws (filed as Exhibit (3)(b) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1983)
is hereby incorporated by reference. The directors and officers of the Company
are covered by directors' and officers' liability insurance policies maintained
by Norwest Corporation on behalf of its subsidiaries.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------
1.1 -- Form of Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-3 (Commission File No. 33-37598) is hereby
incorporated by reference.
1.2 -- Form of Distribution Agreement filed as Exhibit 1.2 to the Company's
Registration Statement on Form S-3 (Commission File No. 33-37598) is hereby
incorporated by reference.
3(b) -- By-Laws of the Company filed as Exhibit (3)(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1983 is hereby
incorporated by reference.
4(a) -- Norwest Financial, Inc. Standard Multiple -- Series Indenture Provisions
dated May 1, 1986 filed as Exhibit 4(a) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated
by reference.
4(b) -- Form of Indenture dated as of November 1, 1991 between the Company and The
First National Bank of Chicago, as Trustee, relating to the Senior
Securities filed as Exhibit 4(b) to the Company's Registration Statement on
Form S-3 (Commission File No. 33-44010) is hereby incorporated by
reference.
4(c)(1) -- Conformed copy of Indenture dated as of May 1, 1986 between the Company and
Harris Trust and Savings Bank, as Trustee, with respect to the Senior
Subordinated Securities filed as Exhibit 4(p) to the Company's Form 10-K
Annual Report for the year ended December 31, 1986 is hereby incorporated
herein by reference.
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11
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------
4(c)(2) -- Conformed copy of First Supplemental Indenture dated as of October 1, 1990
between the Company and Harris Trust and Savings Bank, as Trustee, relating
to the Senior Subordinated Securities filed as Exhibit 4.4 to the Company's
Form 8-K Current Report dated February 25, 1991 is hereby incorporated by
reference.
4(d)(1) -- Form of Senior Note with Optional Redemption Provisions filed as Exhibit
4(d)(1) to the Company's Registration Statement on Form S-3 (Commission
File No. 33-5392) is hereby incorporated by reference.
4(d)(2) -- Form of Senior Debenture with Optional Redemption and Sinking Fund
Provisions filed as Exhibit 4(d)(2) to the Company's Registration Statement
on Form S-3 (Commission File No. 33-5392) is hereby incorporated by
reference.
4(d)(3) -- Form of Variable Rate Senior Note with Optional Redemption and Repayment
Provisions filed as Exhibit 4(d)(3) to the Company's Registration Statement
on Form S-3 (Commission File No. 33-5392) is hereby incorporated by
reference.
4(d)(4) -- Form of Extendible Senior Note with Optional Redemption and Repayment
Provisions filed as Exhibit 4(d)(4) to the Company's Registration Statement
on Form S-3 (Commission File No. 33-5392) is hereby incorporated by
reference.
4(d)(5) -- Form of Original Issue Discount Senior Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(d)(5) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated
by reference.
4(d)(6) -- Form of Zero Coupon Senior Note with Optional Redemption and Repayment
Provisions filed as Exhibit 4(d)(6) to the Company's Registration Statement
on Form S-3 (Commission File No. 33-5392) is hereby incorporated by
reference.
4(d)(7) -- Form of Senior Medium-Term Note filed as Exhibit 4.1 to the Company's Form
8-K Current Report dated February 25, 1991 is hereby incorporated by
reference.
4(e)(1) -- Form of Senior Subordinated Note with Optional Redemption Provisions filed
as Exhibit 4(e)(1) to the Company's Registration Statement on Form S-3
(Commission File No. 33-5392) is hereby incorporated by reference.
4(e)(2) -- Form of Senior Subordinated Debenture with Optional Redemption and Sinking
Fund Provisions filed as Exhibit 4(e)(2) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated
by reference.
4(e)(3) -- Form of Variable Rate Senior Subordinated Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(e)(3) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated
by reference.
4(e)(4) -- Form of Extendible Senior Subordinated Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(e)(4) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392) is hereby incorporated
by reference.
4(e)(5) -- Form of Original Issue Discount Senior Subordinated Note with Optional
Redemption and Repayment Provisions filed as Exhibit 4(e)(5) to the
Company's Registration Statement on Form S-3 (Commission File No. 33-5392)
is hereby incorporated by reference.
4(e)(6) -- Form of Zero Coupon Senior Subordinated Note with Optional Redemption and
Repayment Provisions filed as Exhibit 4(e)(6) to the Company's Registration
Statement on Form S-3 (Commission File No. 33-5392).
4(e)(7) -- Form of Senior Subordinated Medium-Term Note filed as Exhibit 4.2 to the
Company's Form 8-K Current Report dated February 25, 1991 is hereby
incorporated by reference.
*5 -- Opinion of Counsel of the Company.
12 -- Computation of ratios of earnings to fixed charges for the nine months
ended September 30, 1993 and the years ended December 31, 1988, 1989, 1990,
1991 and 1992 filed as Exhibit 12 to the Company's Quarterly Report on From
10-Q for the quarter ended September 30, 1993 is hereby incorporated by
reference.
*23(a) -- Consent of James R. Berens, Esq. (included in Exhibit 5).
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12
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------
*23(b) -- Consent of Deloitte & Touche.
*25(a) -- Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The First National Bank of Chicago, as Trustee.
*25(b) -- Form T-1, Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Harris Trust and Savings Bank, as Trustee.
- ------------------
*Filed herewith.
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:
(i) 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 the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(ii) 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 the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference;
(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 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.
(4) 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 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 provisions described under 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 by the registrant 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.
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13
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 of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Des Moines, State of Iowa on the fourth day of
February, 1994.
NORWEST FINANCIAL, INC.
By: DENNIS E. YOUNG
--------------------------------
Dennis E. Young
(Senior Vice President and
Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed below by the following
persons, in the capacities indicated, on the fourth day of February, 1994.
SIGNATURES TITLES
- ------------------------------------- ------------------------------------------------------
RICHARD J. BRINKMAN Chairman of the Board
- ------------------------------------- (Principal Executive Officer)
(Richard J. Brinkman)
- ------------------------------------- President and Director
(David C. Wood)
JAMES R. BERENS Vice President, General Counsel and Secretary and
- ------------------------------------- Director
(James R. Berens)
- ------------------------------------- Director
(Stanley S. Stroup)
ALFRED Z. WINICK Senior Vice President and Director
- -------------------------------------
(Alfred Z. Winick)
DENNIS E. YOUNG Senior Vice President and Treasurer and Director
- ------------------------------------- (Principal Financial Officer)
(Dennis E. Young)
ROBERT W. BETTLE Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
(Robert W. Bettle)
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT FORM OF FILING
----------- --------------------------------------------------- ------------------------
5 -- Opinion of Counsel of the Company. Electronic Transmission
23(a) -- Consent of James R. Berens, Esq. (included in Electronic Transmission
Exhibit 5).
23(b) -- Consent of Deloitte & Touche. Electronic Transmission
25(a) -- Form T-1, Statement of Eligibility and Electronic Transmission
Qualification under the Trust Indenture Act of 1939
of The First National Bank of Chicago, as Trustee.
25(b) -- Form T-1, Statement of Eligibility and Electronic Transmission
Qualification under the Trust Indenture Act of 1939
of Harris Trust and Savings Bank, as Trustee.
II-5