<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
Norwest Corporation
-------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
669380 10 7
-----------
(CUSIP Number)
Check the following if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent of such
class.) (See Rule 13d-7).
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP NO. 669380 10 7 13G
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation
Tax Identification No. 41-0449260
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
2 (a) ___
(b) ___
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 5,481,623*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
18,668,535*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 4,026,969*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
20,252,722*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
24,538,243*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
8.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*Includes shares issuable upon conversion of (a) convertible preferred stock
with a conversion ratio of 2.74x represented by 50,041 Depositary Shares (as
defined herein) and (b) Convertible Subordinated Debentures ($10,000 principal
amount) with a conversion ratio of 100x per $1,000:
<TABLE>
<CAPTION>
Depositary Convertible Subordinated
Shares Debentures
------------- ------------------------
<S> <C> <C>
1. Sole Voting Power 65,374 shares 0 shares
2. Joint Voting Power 26,510 shares 1,000 shares
3. Sole Dispositive Power 53,844 shares 0 shares
4. Joint Dispositive Power 63,637 shares 1,000 shares
5. Beneficial Ownership 137,112 shares 1,000 shares
</TABLE>
2
<PAGE>
CUSIP NO. 669380 10 7 13G
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Bank Minnesota, National Association
Tax Identification No. 41-0451159
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
2 (a) ___
(b) ___
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 4,144,161*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
18,486,046*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,205,726*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
19,624,593*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
22,962,645*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
7.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*Includes shares issuable upon conversion of convertible preferred stock with a
conversion ratio of 2.74x represented by 26,180 Depositary Shares (as defined
herein) and Convertible Subordinated Debentures ($10,000 principal amount) with
a conversion ratio of 100x per $1,000:
<TABLE>
<CAPTION>
Depositary Convertible Subordinated
Shares Debentures
------------ ------------------------
<S> <C> <C>
1. Sole Voting Power 543 shares 0 shares
2. Joint Voting Power 26,510 shares 1,000 shares
3. Sole Dispositive Power 22,413 shares 0 shares
4. Joint Dispositive Power 46,580 shares 1,000 shares
5. Beneficial Ownership 71,733 shares 1,000 shares
</TABLE>
3
<PAGE>
CUSIP NO. 669380 10 7 13G
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation Savings-Investment Plan
Tax Identification No. 41-0449260
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
2 (a) ___
(b) ___
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Minnesota
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
17,459,706
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
17,459,706
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
17,459,706
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
6.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
EP
- ------------------------------------------------------------------------------
4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
Item 1(a) Name of Issuer:
- --------- ---------------
Norwest Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
- --------- -----------------------------------------------
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000
Item 2(a) Name of Person Filing:
- --------- ---------------------
1. Norwest Corporation
2. Norwest Bank Minnesota, National Association ("NBM")
3. Norwest Corporation Savings-Investment Plan Trust (the "Plan")
This statement is filed by Norwest Corporation on behalf of all
of the persons listed above pursuant to Rule 13d-1(b)(1).
Attached is an agreement among the persons listed above to that
effect NBM is a subsidiary of Norwest Corporation. The Plan is
an employee benefit plan, of which NBM is co-trustee.
Item 2(b) Address of Principal Business Office(s):
- --------- ---------------------------------------
1. Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000
5
<PAGE>
2. Norwest Bank Minnesota, National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-0001
3. Norwest Corporation Savings-Investment Plan
c/o Norwest Bank Minnesota, National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-0001
Item 2(c) Citizenship:
- --------- -----------
1. Norwest Corporation is a Delaware corporation.
2. NBM is a national banking association.
3. The Plan is an employee benefit plan.
Item 2(d) Title of Class of Securities:
- --------- ----------------------------
Common Stock
Item 2(e) CUSIP Number:
- --------- ------------
669380 10 7
Item 3 Type of Person:
- ------ --------------
1. Norwest Corporation is a parent holding company - Item 3(g).
2. NBM is a bank - Item 3(b).
3. The Plan is an employee benefit plan - Item 3(f).
Item 4 Ownership:
- ------ ---------
1. Norwest Corporation
(a) Amount Beneficially Owned. At December 31, 1993, Norwest
Corporation was deemed to own, indirectly through its
subsidiaries, 24,538,243 shares. This amount includes 71,733
shares issuable upon conversion of (i) 50,041 depositary shares
("Depositary Shares") each representing one-quarter share of
Cumulative Convertible Preferred Stock, Series B, with a
conversion ratio of 2.74x and (ii) Convertible Subordinated
Debentures ("Debentures") in the aggregate principal amount of
$10,000 with a conversion ratio of 100x per $1,000, as well as
the shares reported below as held
6
<PAGE>
by NBM and the Plan. Norwest Corporation has no other rights to
acquire additional shares through the exercise of options or
otherwise.
(b) Percent of Class: 8.4%
(c) Number of shares as to which Norwest Corporation, indirectly
through its subsidiaries, has:
(i) Sole power to vote or direct the vote: 5,481,623
(includes 65,374 shares issuable upon conversion of the
Depositary Shares).
(ii) Shared power to vote or direct the vote: 18,668,535
(includes 26,510 shares issuable upon conversion
of the Depositary Shares and the Debentures).
(iii) Sole power to dispose or to direct the disposition of:
4,026,969 (includes 53,844 shares issuable upon
conversion of the Depositary Shares).
(iv) Shared power to dispose or direct the disposition of:
20,252,722 (includes 63,637 shares issuable upon
conversion of the Depositary Shares and the Debentures).
2. NBM
(a) Amount Beneficially Owned. At December 31, 1993, NBM was
deemed to own 22,962,645 shares, including 72,733 shares issuable
upon conversion of the Depositary Shares and of the Debentures,
as well as the shares reported below as held by the Plan. NBM
has no other rights to acquire additional shares through the
exercise of options or otherwise.
(b) Percent of Class: 7.9%
(c) Number of shares as to which NBM has:
(i) Sole power to vote or direct the vote: 4,144,161
(includes 543 shares issuable upon conversion of the
Depositary Shares).
7
<PAGE>
(ii) Shared power to vote or direct the vote: 18,486,046
(includes 27,510 shares issuable upon conversion
of the Depositary Shares and the Debentures).
(iii) Sole power to dispose or to direct the disposition of:
3,205,726 (includes 22,413 shares issuable upon
conversion of the Depositary Shares).
(iv) Shared power to dispose or direct the disposition of:
19,624,593 (includes 47,580 shares issuable upon
conversion of the Depositary Shares and the Debentures).
3. The Plan
(a) Amount Beneficially Owned. At December 31, 1993, the Plan
was deemed to own 17,459,706 shares. The Plan has no other
rights to acquire additional shares through the exercise of
options or otherwise.
(b) Percent of Class: 6.0%
(c) Number of shares as to which the Plan has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 17,459,706
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
17,459,706
The Plan was created by Norwest Corporation (the "Issuer") for
the exclusive benefit of those of its employees who elect to
participate in the Plan. At December 31, 1993, the Plan (the
"Trust") held, for the benefit of participants in the Plan,
17,459,706 shares, representing 6.0% of the outstanding common
stock of the Issuer. NBM, a subsidiary of the Issuer, is the co-
trustee of the trust that holds the assets of the Plan (the
"Trust")
In April 1989, the Plan was amended and became an employee stock
ownership plan (ESOP). Prior to January 1, 1992, shares were
allocated to a participant's account in one of two ways: (i)
participant contributions were matched one-half in common stock
of the Issuer and one-half in other investment options offered by
the Plan (including common stock of the Issuer), and (ii)
participants
8
<PAGE>
could choose to invest directly in common stock of the Issuer.
Because the Plan includes an ESOP feature, the Trust holds both
shares of common stock of the Issuer that have been allocated to
participants' accounts ("Allocated Shares") and additional shares
that have been purchased and are being held in the Trust, but
have not been allocated to participants' accounts ("Unallocated
Shares"). Allocated Shares and Unallocated Shares are voted as
follows: (i) the trustee determines the aggregate number of
Allocated Shares and Unallocated Shares, (ii) the Issuer
determines the number of Allocated Shares in each participant's
account, (iii) proxy cards are sent to participants soliciting
their vote, and (iv) the trustee votes Allocated Shares and
Unallocated Shares as a block in proportion to the votes received
from participants. For purposes of this statement on Schedule
13G, both Allocated Shares and Unallocated Shares are reported as
shared investment authority and shared voting authority because
of the Issuer's role in the administration of the Plan.
The persons filing disclaim beneficial ownership of, and the
filing of this statement shall not be construed as an admission
that the person filing is the beneficial owner of the shares
covered by this statement for purposes of Sections 13, 14, or 16
of the Act.
Item 5 Ownership of Five Percent or Less of Class:
- ------ ------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
- ------ ---------------------------------------------------------------
Shares covered by this statement are held in a fiduciary or
representative capacity. Accordingly, persons other than Norwest
Corporation and its subsidiaries have a right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares.
Item 7 Identification and Classification of the Subsidiary Which
- ------ ---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company:
-------
See Exhibit A.
Item 8 Identification and Classification of Members of the Group:
- ------ ---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
- ------ ------------------------------
Not Applicable
9
<PAGE>
Item 10 Certification:
- ------- -------------
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature:
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete, and correct.
Dated: February 14, 1994
NORWEST CORPORATION
/s/ Laurel A. Holschuh
By _________________________________________
Laurel A. Holschuh, Senior Vice President
and Secretary
10
<PAGE>
EXHIBIT A
---------
(Attached to and forming a part of Amendment No. 18 to Schedule 13G filed by
Norwest Corporation on its own behalf and on behalf of NBM and the Norwest
Corporation Savings-Investment Plan regarding Norwest Corporation Common Stock.)
Item 7
- ------
(a) Chalfen Bankshares, Inc. is a parent holding company - Item 3(g)
(b) Norwest Bank Arizona, National Association is a bank - Item 3(b)
(c) Norwest Bank Boulder, National Association is a bank - Item 3(b)
(d) Norwest Bank Colorado, National Association is a bank - Item 3(b)
(e) Norwest Bank Colorado Springs, National Association is a bank - Item
3(b)
(f) Norwest Bank Fort Collins, National Association is a bank - Item 3(b)
(g) Norwest Bank Grand Junction-Downtown, National Association is a bank -
Item 3(b)
(h) Norwest Bank Greeley, National Association is a bank - Item 3(b)
(i) Norwest Bank Illinois, National Association is a bank - Item 3(b)
(j) Norwest Bank Iowa, National Association is a bank - Item 3(b)
(k) Norwest Bank Minnesota, National Association is a bank - Item 3(b)
(l) Norwest Bank Minnesota North, National Association is bank - Item 3(b)
(m) Norwest Bank Nebraska, National Association is a bank - Item 3(b)
(n) Norwest Bank North Dakota, National Association is a bank - Item 3(b)
(o) Norwest Bank South Dakota, National Association is a bank - Item 3(b)
(p) Norwest Bank Wisconsin, National Association is a bank - Item 3(b)
(q) Norwest Bank Wisconsin Eau Claire, National Association is a bank -
Item 3(b)
(r) Norwest Bank Wisconsin La Crosse, National Association is a bank -
Item 3(b)
(s) Norwest Bank Wyoming, National Association is a bank - Item 3(b)
(t) Norwest Capital Management & Trust Co., Montana is a bank - Item 3(b)
(u) Norwest Corporation Savings-Investment Plan is an employee benefit plan
- Item 3(f)
(v) Norwest Holding Company is a parent holding company - Item 3(b)
11
<PAGE>
AGREEMENT
---------
The undersigned hereby agree that the statement on Schedule 13G to which
this Agreement is attached shall be filed by Norwest Corporation on its own
behalf and on behalf of Norwest Bank Minnesota, National Association, which is
owned directly and indirectly by Norwest Corporation, and the Norwest
Corporation Savings-Investment Plan.
Dated: February 14, 1994
NORWEST CORPORATION
/s/ Laurel A. Holschuh
By: _________________________________________
Laurel A. Holschuh, Senior Vice President
and Secretary
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
/s/ John R. Caswell
By: _________________________________________
John R. Caswell, Vice President
THE NORWEST CORPORATION SAVINGS-INVESTMENT PLAN
By: Norwest Bank Minnesota, National Association
as trustee
/s/ John R. Caswell
By: __________________________________
John R. Caswell, Vice President
12
