Document/Exhibit Description Pages Size
1: 8-K Form 8-K, Norwest Corporation 4 13K
2: EX-2 Agreement and Plan of Merger, Dated 6/7/98 63 237K
3: EX-4.2 Ex. 4(B), Amend. #1 to Rights Agmt, Dated 6/7/98 3 13K
4: EX-10.1 Ex. 10(A), Stock Option Agreement, Dated 6/7/98 20 62K
5: EX-10.2 Ex. 10(B), Stock Option Agreement, Dated 6/7/98 20 63K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) JUNE 7, 1998
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NORWEST CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2979 41-0449260
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
NORWEST CENTER, SIXTH AND MARQUETTE, MINNEAPOLIS, MINNESOTA 55479
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(Address of principal executive offices)
(612) 667-1234
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEMS 1 - 4. Not Applicable.
ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 2 is the Agreement and Plan of Merger, dated
as of June 7, 1998, by and between Wells Fargo & Company ("Wells Fargo") and
Norwest Corporation ("Norwest").
Attached hereto as Exhibit 4(b) is Amendment No.1 to the Rights
Agreement, dated as of June 7, 1998, between Norwest and Citibank, N.A., as
Rights Agent.
Attached hereto as Exhibit 10(a) is the Stock Option Agreement, dated
as of June 7, 1998, between Wells Fargo, as issuer, and Norwest, as grantee.
Attached hereto as Exhibit 10(b) is the Stock Option Agreement, dated
as of June 7, 1998, between Norwest, as issuer, and Wells Fargo, as grantee.
ITEM 6. Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are attached to this Current Report:
2 Agreement and Plan of Merger, dated as of June 7, 1998, by and
between Wells Fargo and Norwest, excluding schedules. The omitted
schedules will be furnished supplementally to the Securities and
Exchange Commission upon request.
4(a) Rights Agreement, dated as of November 22, 1988, between Norwest and
Citibank, N.A., as Rights Agent (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A, dated December 6, 1988), and
Certificate of Adjustment pursuant to Section 12 of the Rights
Agreement (incorporated by reference to Exhibit 5 to Norwest's
Form 8-A/A dated October 14, 1997).
4(b) Amendment No. 1 to Rights Agreement, dated as of June 7, 1998,
between Norwest and Citibank, N.A., as Rights Agent.
10(a) Stock Option Agreement, dated as of June 7, 1998, between Wells
Fargo, as Issuer, and Norwest, as Grantee.
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10(b) Stock Option Agreement, dated as of June 7, 1998, between Norwest,
as Issuer, and Wells Fargo, as Grantee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
By /s/ Stanley S. Stroup
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Name: Stanley S. Stroup
Title: Executive Vice President
Date: June 18, 1998
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Dates Referenced Herein and Documents Incorporated by Reference
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