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 PERIOD FROM JANUARY 1, 1994 TO APRIL 1, 1994
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: September 26, 1994
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
TABLE OF CONTENTS
Independent Auditor's 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
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 April 1, 1994 and December
31, 1993, and the related statements of income and changes in plan equity for
the period ending April 1, 1994 and the years ending December 31, 1993 and
1992. 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
from 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 Corporation
Thrift Plan at April 1, 1994 and December 31, 1993, and the results of its
income and changes in plan equity for the period ended April 1, 1994 and for
the years ending December 31, 1993 and 1992 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
Reportable Transactions and Party-in-Interest 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
Albuquerque, New Mexico
August 12, 1994
F-1
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Financial Condition
April 1, 1994 & December 31, 1993
<TABLE>
<CAPTION>
1994
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
ASSETS
SEI Liquid Asset Trust (cost equals market) $ - $ - $ - $ - $ -
Investment in common stock of Norwest Corporation - - - - -
Associated Fixed Income Common Trust Fund - - - - -
Associated Equity Common Trust Fund - - - - -
Dividends and interest receivable - - - - -
Participant loans receivable - - - - -
Other receivables - - - - -
TOTAL ASSETS $ - $ - $ - $ - $ -
PLAN EQUITY
Distributions payable to Plan participants $ - $ - $ - $ - $ -
Plan equity - net assets available to Plan participants - - - - -
TOTAL PLAN EQUITY $ - $ - $ - $ - $ -
See accompanying notes to financial statements
</TABLE>
F-2
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Financial Condition
<TABLE>
<CAPTION>
1993
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
ASSETS
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
See accompanying notes to financial statements
</TABLE>
F-3
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Income and Changes in Plan Equity
Period ended April 1, 1994 Years ended 1993, and 1992
<TABLE>
<CAPTION>
1994
UNMFC Fixed Common Money
Stock Income Stock Market
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 26,684 $ - $ - $ - $ 26,684
Interest from cash investments 570 1,764 472 3,071 5,877
Investment income 27,254 1,764 472 3,071 32,561
Contributions:
Plan participants 57,198 68,116 32,341 25,328 182,983
Company 29,944 25,476 11,852 8,969 76,241
Total Contributions 87,142 93,592 44,193 34,297 259,224
Realized gains on investments:
Proceeds from sales 67,035 - - - 67,035
Cost of investments sold (33,882) - - - (33,882)
Net realized gains on investments 33,153 - - - 33,153
Unrealized appreciation (depreciation) of investments:
Beginning of period 1,455,133 797,508 75,142 - 2,327,783
End of period 1,412,961 789,607 45,478 - 2,248,046
Net appreciation (depreciation) of investments (42,172) (7,901) (29,664) - (79,737)
Transfers (to) from other funds 39,601 (29,102) 30,424 (40,923) -
Distributions to Plan participants (43,930) (91,892) (8,179) (16,320) (160,321
Transfer to Norwest Savings Investment Plan (3,425,555) (1,996,160) (509,658) (421,990) (6,353,363)
Net decrease in Plan equity (3,324,507) (2,029,699) (472,412) (441,865) (6,268,483)
Plan equity at beginning of period 3,324,507 2,029,699 472,412 441,865 6,268,483
Plan equity at end of period $ - $ - $ - $ - $ -
See accompanying notes to financial statements
</TABLE>
F-4
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Statements of Income and Changes in Plan Equity
<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 Plan 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
See accompanying notes to financial statements
</TABLE>
F-5
<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 Plan - 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
See accompanying notes to financial statements
</TABLE>
F-6
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Notes to Financial Statements
April 1, 1994, and December 31, 1993, and 1992
(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 $13,736,
$42,994, and $23,793 for the period ended April 1, 1994, and the years ending
1993 and 1992, 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 or,
subsequent to January 14, 1994, in shares of Norwest Corporation common stock.
Direct expenses incurred by the Plan totaled $ 6,000 for the period ended
April 1, 1994, $33,342 in 1993, and $14,595 in 1992, 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.
F-7
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Notes to Financial Statements, continued
(2) Summary of Significant Accounting Policies
Investments are stated at market value. Common stock in the UNMFC Stock Fund
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.
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" to a component of "Plan Equity" as used in the 1993
Statement of Income and Changes in Plan Equity. Accordingly, the
"Distributions to Plan Participants" decreased by $440,281 in 1992. Plan
equity at year end increased by $560,640 in 1992.
(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 April 1, 1994, the number of
participants in each program was:
UNMFC Stock Fund - 628
Fixed Income Fund - 560
Common Stock Fund - 371
Money Market Fund - 419
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 (FUBG) on March 25, 1993, all UNMFC stock in the UNMFC
Stock Fund was exchanged for FUBG stock. As a result of the pooling of
interests between FUBG and Norwest Corporation on January 14, 1994, all FUBG
stock was exchanged for Norwest Corporation common 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.
F-8
<PAGE>
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Notes to Financial Statements, continued
(5) Merger with Norwest
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, all assets of the plan were transferred to the
Norwest Savings Investment Plan and all participants in the Plan became
participants in the Norwest Plan.
F-9
<PAGE>
Schedule 1
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Schedule of Reportable Transactions
Period ended April 1, 1994
<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> <C>
SEI Corporation SEI Liquid Asset Trust-Prime
purchase of 474,828 units 52 474,828 - - 474,828 -
SEI Liquid Asset Trust-Prime
sale of 1,156,539 units 25 - 1,156,539 1,156,539 - -
*Represents market value of acquisitions as of March 31, 1994
</TABLE>
S-1
<PAGE>
Schedule 2
UNITED NEW MEXICO FINANCIAL CORPORATION THRIFT PLAN
Schedule of Party-in-Interest Transactions
Period ended April 1, 1994
<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> <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 474,828 units 474,828 - - 474,828 -
SEI Liquid Asset
Trust-Prime,
decreased by
1,156,539 units - 1,156,539 1,156,539 - -
*Represents market value of acquisitions as of March 31, 1994
</TABLE>
S-2
<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 August 12, 1994, relating to the statements of
financial condition of the United New Mexico Financial Corporation Thrift Plan
as of April 1, 1994 and December 31, 1993, and the related statements of income
and changes in plan equity for the period ending April 1, 1994 and
the years ending December 31, 1993 and 1992, which report appears elsewhere in
this April 1, 1994 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
Albuquerque, New Mexico
September 26, 1994
E-1
