<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
Commission File Number 1-2979
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
NORWEST CORPORATION
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Employee Benefit Plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNITED NEW MEXICO FINANCIAL
CORPORATION THRIFT PLAN
BY: /s/ Michael A. Graf
Michael A. Graf
Senior Vice President
and Controller
Norwest Corporation
Date: June 24, 1994
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
TABLE OF CONTENTS
Independent Auditors' Report F-1
Statements of Financial Condition F-2
Statements of Income and Changes in Plan Equity F-4
Notes to Financial Statements F-7
Schedule 1 - Reportable Transactions S-1
Schedule 2 - Party-in-Interest Transactions S-2
Schedule 3 - Assets Held for Investments S-3
The following is a complete list of Exhibits filed or incorporated by
reference as part of this annual report:
EXHIBITS
1. United New Mexico Financial Corporation Thrift Plan, as amended and
restated effective January 1, 1989 (incorporated herein by reference to
Exhibit 28.1 to Post-effective Amendment No. 1 on Form S-8).
2. Consent of Independent Auditors E-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Thrift Plan Committee
First United Bank Group, Inc.:
We have audited the accompanying statements of financial condition of United
New Mexico Financial Corporation Thrift Plan as of December 31, 1993 and 1992,
and the related statements of income and changes in plan equity for each of
the years in the three-year period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United New Mexico Financial
Corporation Thrift Plan at December 31, 1993 and 1992, and the results of
its income and changes in plan equity for each of the years in the
three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment and Reportable Transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG PEAT MARWICK
April 29, 1994
F-1
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UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Financial Condition
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
ASSETS
<S> <C> <C> <C> <C> <C>
SEI Liquid Asset Trust (cost equals market) $ 63,920 $ 182,124 $ 33,639 $ 440,758 $ 720,441
Investment in common stock of First United Bank Group
(122,865 shares costing $1,785,432) 3,238,988 - - - 3,238,988
Associated Fixed Income Common Trust Fund
(61,272 units costing $1,003,889) - 1,801,397 - - 1,801,397
Associated Equity Common Trust Fund
(13,335 units costing $363,560) - - 438,702 - 438,702
Dividends and interest receivable 15,454 590 66 1,078 17,188
Participant loans receivable - 45,588 - - 45,588
Other receivables 6,145 - 5 29 6,179
TOTAL ASSETS $3,324,507 $2,029,699 $ 472,412 $ 441,865 $6,268,483
PLAN EQUITY
Distributions payable to Plan participants $ 76,694 $ 144,218 $ 21,652 $ 28,032 $ 270,596
Plan equity - net assets available to Plan participants 3,247,813 1,885,481 450,760 413,833 5,997,887
TOTAL PLAN EQUITY $3,324,507 $2,029,699 $ 472,412 $ 441,865 $6,268,483
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Financial Condition
<TABLE>
<CAPTION>
1992
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
ASSETS
<S> <C> <C> <C> <C> <C>
SEI Liquid Asset Trust (cost equals market) $ 27,928 $ 47,445 $ 115,660 $ 528,105 $ 719,138
Investment in common stock of United New Mexico Financial
Corporation (115,543 shares costing $1,368,520) 2,426,403 - - - 2,426,403
Associated Fixed Income Common Trust Fund
(67,179 units costing $1,100,670) - 1,880,340 - - 1,880,340
Associated Equity Common Trust Fund
(13,007 units costing $339,305) - - 421,167 - 421,167
Dividends and interest receivable 10,331 441 192 1,413 12,377
Participant loans receivable - 32,315 - - 32,315
Other receivables - 2,155 654 1,343 4,152
TOTAL ASSETS $2,464,662 $1,962,696 $ 537,673 $ 530,861 $5,495,892
PLAN EQUITY
Distributions payable to Plan participants $ 230,384 $ 208,300 $ 51,601 $ 70,355 $ 560,640
Plan equity - net assets available to Plan participants 2,234,278 1,754,396 486,072 460,506 4,935,252
TOTAL PLAN EQUITY $2,464,662 $1,962,696 $ 537,673 $ 530,861 $5,495,892
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Income and Changes in Plan Equity
Years ended December 31, 1993, 1992, and 1991
<TABLE>
<CAPTION>
1993
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 29,669 $ - $ - $ - $ 29,669
Interest from cash investments 1,459 5,145 1,792 14,028 22,424
Investment income 31,128 5,145 1,792 14,028 52,093
Contributions:
Plan participants 120,682 293,405 170,723 92,959 677,769
Company 282,787 12,311 3,490 3,314 301,902
Total contributions 403,469 305,716 174,213 96,273 979,671
Realized gains on investments:
Proceeds from sales 140,042 169,158 107,747 - 416,947
Cost of investments sold (74,631) (96,781) (91,405) - (262,817)
Net realized gains on investments 65,411 72,377 16,342 - 154,130
Unrealized appreciation (depreciation) of investments:
Beginning of year 1,057,883 779,671 81,862 - 1,919,416
End of year 1,455,132 797,508 75,142 - 2,327,782
Net appreciation (depreciation) of investments 397,249 17,837 (6,720) - 408,366
Transfers (to) from other funds 192,970 (116,888) (202,492) 126,410 -
Transfers from FIB/EDS Savings Plans 5,066 1,758 5,065 - 11,889
Distributions to Plan participants (235,448) (218,942) (53,461) (325,707) (833,558)
Net increase (decrease) in Plan equity 859,845 67,003 (65,261) (88,996) 772,591
Plan equity at beginning of year 2,464,662 1,962,696 537,673 530,861 5,495,892
Plan equity at end of year $3,324,507 $2,029,699 $ 472,412 $ 441,865 $6,268,483
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
1992
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 28,467 $ - $ - $ - $ 28,467
Interest from cash investments 2,382 3,797 1,289 17,890 25,358
Investment income 30,849 3,797 1,289 17,890 53,825
Contributions:
Plan participants 62,445 244,575 200,004 113,096 620,120
Company 224,249 - - - 224,249
Total contributions 286,694 244,575 200,004 113,096 844,369
Realized gains on investments:
Proceeds from sales - 144,238 - - 144,238
Cost of investments sold - (87,052) - - (87,052)
Net realized gains on investments - 57,186 - - 57,186
Unrealized appreciation (depreciation) of investments:
Beginning of year 26,018 711,088 109,140 - 846,246
End of year 1,057,883 779,670 81,862 - 1,919,415
Net appreciation (depreciation) of investments 1,031,865 68,582 (27,278) - 1,073,169
Transfers (to) from other funds 11,414 (30,921) 31,591 (12,084) -
Transfers from FIB/EDS Savings Plans - 12,766 - - 12,766
Distributions to Plan participants (152,054) (257,386) (54,184) (65,557) (529,181)
Net increase (decrease) in Plan equity 1,208,768 98,599 151,422 53,345 1,512,134
Plan equity at beginning of year 1,255,894 1,864,097 386,251 477,516 3,983,758
Plan equity at end of year $2,464,662 $1,962,696 $ 537,673 $ 530,861 $5,495,892
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
1991
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 26,440 $ - $ - $ - $ 26,440
Interest from cash investments 3,194 3,696 1,567 22,470 30,927
Investment income 29,634 3,696 1,567 22,470 57,367
Contributions:
Plan participants 36,524 203,501 104,221 126,901 471,147
Company 183,249 - - - 183,249
Total contributions 219,773 203,501 104,221 126,901 654,396
Realized gains on investments:
Proceeds from sales - 46,033 - - 46,033
Cost of investments sold - (30,204) - - (30,204)
Net realized gains on investments - 15,829 - - 15,829
Unrealized appreciation (depreciation) of investments:
Beginning of year (259,031) 517,244 23,909 - 282,122
End of year 26,018 711,088 109,140 - 846,246
Net appreciation (depreciation) of investments 285,049 193,844 85,231 - 564,124
Transfers (to) from other funds 1,916 (695) 427 (1,648) -
Transfers from FIB/EDS Savings Plans 2,250 16,424 425 822 19,921
Distributions to Plan participants (117,924) (196,161) (35,634) (51,697) (401,416)
Net increase (decrease) in Plan equity 420,698 236,438 156,237 96,848 910,221
Plan equity at beginning of year 835,196 1,627,659 230,014 380,668 3,073,537
Plan equity at end of year $1,255,894 $1,864,097 $ 386,251 $ 477,516 $3,983,758
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Notes to Financial Statements
December 31, 1993, 1992, and 1991
(1) Summary of the Plan
Effective January 1, 1983, United New Mexico Financial Corporation and
subsidiaries (the Company) adopted the United New Mexico Financial Corporation
Thrift Plan (the Plan). The purpose of the Plan is to provide eligible
employees of the Company with the opportunity to accumulate capital from their
own contributions as well as contributions from the Company.
All full-time employees and part-time employees having attained the age of 21
and with at least 500 hours of service in a six-month period may become
participants as of the next February or August.
Generally, participants may contribute up to approximately $9,000 to the Plan,
50 percent of which may be matched by the Company in an amount up to 6 percent
of the participant's compensation. Since the inception of the Plan, the
Company has contributed up to 3 percent of the participant's compensation. In
addition, the Company may contribute additional discretionary amounts. During
1993, the Plan was amended to allow for transfers from the (Electronic Data
Services) EDS Savings Plan under certain conditions.
Each participant's account is credited with the participant's contributions,
transfers and an allocation of the Company contributions and Plan earnings.
Allocations of earnings are based on participants' account balances as defined
in the Plan.
Participants are immediately vested in their voluntary contributions,
transfers, and earnings thereon. Vesting in the Company contributions and
earnings thereon begins after two years of service with 100 percent vested
after six years of service.
Forfeiture of non vested Company contributions occurs if the employee
terminates and is not re-employed within one year. Forfeitures are used to
reduce future Company contributions. Forfeitures amounted to $42,994,
$23,793, and $11,516 for 1993, 1992, and 1991, respectively.
On termination of employment, participants may elect to receive either a lump
sum amount equal to their vested account balance or quarterly installments for
distributions for a period not to exceed ten years. Payments from the UNMFC
Stock Fund are made in shares of First United Bank Group, Inc. stock.
Direct expenses incurred by the Plan totaled $33,342 in 1993, $14,595 in 1992,
and $14,293 in 1991, all of which were paid by the Company.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
(2) Summary of Significant Accounting Policies
Investments are stated at market value. The First United Bank Group (FUBG)
common stock is valued at the last closing price on December 31. The
investments in the Associated Fixed Income Common Trust Fund and the
Associated Equity Common Trust Fund are based on the market value of the
assets held by the trusts on December 31.
F-7
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Notes to Financial Statements, continued
Purchases and sales of investments are recorded on a trade-date basis.
Realized gains and losses from security transactions are calculated on an
average cost basis.
Certain reclassifications have been made to the 1992 "Distributions Payable to
Plan Participants" and "Distributions to Plan Participants" to conform to the
1993 presentation. Accordingly, the "Distributions to Plan Participants"
decreased by $440,281 in 1992 and increased by $91,541 in 1991. Plan equity
at year end increased by $560,640 in 1992 and $120,359 in 1991.
(3) Federal Income Taxes
The Plan has received a favorable determination that it meets the Internal
Revenue Service requirements of Section 401(k) of the Internal Revenue Code
and is exempt from federal income taxes under Section 501(a) of the Code. The
Plan is also exempt from state income taxes. Contributions made by
participants up to approximately $9,000 are exempt from federal income tax.
Withdrawals made by participants prior to age 59 1/2 are generally subject to
a 10 percent penalty in addition to federal income tax.
(4) Investment Programs
The Plan maintains four investment funds; the United New Mexico Financial
Corporation Stock Fund (UNMFC Stock Fund), the Fixed Income Fund, the Common
Stock Fund, and the Money Market Fund. Participants may elect to have their
contributions invested in one or more of these investment programs. Between
February 1, 1988, and September 30, 1993, all employer contributions were
invested in the UNMFC Stock Fund. At December 31, 1992, the number of
participants in each program was:
UNMFC Stock Fund - 605
Fixed Income Fund - 532
Common Stock Fund - 344
Money Market Fund - 392
Prior to April 1993, the UNMFC Stock Fund invested in shares of United New
Mexico Financial Corporation. As a result of the acquisition of UNMFC by the
First United Bank Group on March 25, 1993, all UNMFC stock in the UNMFC Stock
Fund was exchanged for FUBG stock. The Fixed Income Fund invests in fixed
rate corporate debt securities, U.S. Government Securities and short-term
certificates of deposit. The Common Stock Fund invests in publicly traded
stocks and bonds and short-term certificates of deposit. The Money Market
Fund invests entirely in the SEI Liquid Asset Trust, which is a short-term
money market fund. All funds are administered by United New Mexico Trust
Company, which also invests contributions in short-term cash investments until
security purchases are made.
(5) Subsequent Event
On January 14, 1994, Norwest Corporation acquired the Company. Norwest stock
was exchanged for First United Bank Group Stock in the ratio of 1.1 to 1.
Effective April 1, 1994, the Plan was merged with the Norwest Savings
Investment Plan. All participants in the Plan will become participants in the
Norwest Plan.
F-8
<PAGE>
Schedule 1
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1993
<TABLE>
<CAPTION>
Identity
of party Number of Purchase Selling Cost Market value Net
involved Description of asset transactions price price of asset of asset* gain
<S> <C> <C> <C> <C> <C> <C>
SEI Corporation SEI Liquid Asset Trust-Prime
purchase of 2,000,389 units 198 2,000,389 - - 2,000,389 -
SEI Liquid Asset Trust-Prime
sale of 1,974,579 units 70 - 1,974,579 1,974,579 - -
UNMFC Stock Fund First United Bank Group Stock
purchase of 27,080 shares 8 641,400 - - 641,400 -
* Represents market value of acquisitions as of December 31, 1993
S-1
<PAGE>
Schedule 2
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Schedule of Party-in-Interest Transactions
Year ended December 31, 1993
</TABLE>
<TABLE>
<CAPTION>
Identity Relationship to plan, Market Net Realized
of party employer or other Description of Purchase Selling Cost value gain on
involved party-in-interest transaction price price of asset of asset* each sale
<S> <C> <C> <C> <C> <C> <C>
SEI Corporation Provides EDP services to SEI Liquid Asset
the United New Mexico Trust-Prime,
Trust Company under a increased by
service bureau arrangement 2,000,389 units 2,000,389 - - 2,000,389 -
SEI Liquid Asset
Trust-Prime,
decreased by
1,974,579 units - 1,974,579 1,974,579 - -
United New Mexico Wholly owned subsidiary Associated Fixed
Trust Company of UNMFC and Trustee Income Common Trust
Associated Fixed of the plan Fund, decreased by
Income Common 5,907 units - 169,158 96,781 - 72,377
Trust Fund
United New Mexico Wholly owned subsidiary Associated Equity
Trust Company of UNMFC and Trustee Common Trust Fund,
Associated Equity of the Plan increased by
Common Trust Fund 3,695 units 115,662 - - 115,662 -
Associated Equity
Common Trust Fund,
decreased by
3,367 units - 107,747 91,405 - 16,342
</TABLE>
* Represents market value of acquisitions as of December 31, 1993
S-2
<PAGE>
Schedule 3
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Schedule of Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Description of investment
Identity of issuer, including maturity date, Net
borrower, lessor rate of interest, collateral Cost of Market unrealized
or similar party par or maturity value asset value appreciation
<S> <C> <C> <C> <C> <C> <C>
General investments:
Notes receivable:
S. Miller 7.0%, due 1/31/94,
Secured by Participant's Account $ 139 $ 139 $ -
T. Finch 7.5%, due 3/31/05,
Secured by Participant's Account 10,886 10,886 -
D. Padilla 7.0%, due 2/28/94,
Secured by Participant's Account 413 413 -
W.P. Koch 7.0%, due 6/30/97,
Secured by Participant's Account 7,260 7,260 -
D & R Gleason 7.0%, due 12/31/95,
Secured by Participant's Account 2,114 2,114 -
M. Polk 7.5%, due 8/31/96,
Secured by Participant's Account 3,881 3,881 -
D. Valarde 7.75%, due 9/15/97,
Secured by Participant's Account 8,596 8,596 -
D & J Anderson 7.0%, due 7/01/97,
Secured by Participant's Account 3,746 3,746 -
E & A Turner 7.0%, due 11/01/98,
Secured by Participant's Account 8,553 8,553 -
Dividends and interest receivable: 17,188 17,188 -
Other assets: 6,179 6,179 -
Total general investments 68,955 68,955 -
Party-in-interest investments: 1,785,432 3,238,988 1,453,556
Common stock - FUBG 122,865 shares
Common trust funds:
United New Mexico Trust Company
Associated Equity Common Trust Fund -
13,335 units 363,560 438,702 75,142
United New Mexico Trust Company
Associated Fixed Income Common Trust Fund -
61,272 units 1,003,889 1,801,397 797,508
SEI Corporation Liquid Asset
Trust Prime - money market investment 720,441 720,441 -
Total party-in-interest investments 3,873,322 6,199,528 2,326,206
Total investments $3,942,277 $6,268,483 $ 2,326,206
</TABLE>
S-3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Thrift Plan Committee
First United Bank Group, Inc.:
We consent to the use of our report included herein, and to incorporation by
reference of our report dated April 29, 1994, relating to the statements of
financial condition of the United New Mexico Financial Corporation Thrift Plan
as of December 31, 1993 and 1992, and the related statements of income and
changes in plan equity for each of the years in the three-year period ended
December 31, 1993, which report appears elsewhere in this December 31, 1993
Annual Report on Form 11-K in the following Registration Statements of Norwest
Corporation: 33-21484, 33-27282, 33-38767, and 33-50305 on Form S-8.
KPMG PEAT MARWICK
June 20, 1994
E-1
