SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
AMFED FINANCIAL, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
031144 10 8
(CUSIP Number)
Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center, Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 22, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box *.
Check the following box if a fee is being paid with this statement *
. (A fee is not required only if the reporting 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 or less of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on 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).
CUSIP NO. 031144 10 8 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation
Tax Identification No. 41-0449260
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
1,461,798
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,461,798
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,461,798
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
(Amendment No. 2)
relating to the
Common Stock, Par Value $0.01 Per Share,
of
AMFED Financial, Inc.
Item 1. Security and Issuer
No Change.
Item 2. Identity and Background
No Change.
Item 3. Source and Amount of Funds or Other Consideration
No Change.
Item 4. Purpose of Transaction
No Change.
Item 5. Interest in Securities of the Issuer
(a)-(b) Norwest may be deemed to beneficially own a total of 1,461,798
shares of AMFED Common Stock, which shares constitute in the aggregate
approximately 20.7% of the shares of AMFED Common Stock, including
1,171,798 shares subject to the Option, that would have been issued and
outstanding if the Option had been exercised as of October 10, 1995. If
Norwest were to exercise the Option, it would have sole power to vote and,
subject to the terms of the Option Agreement, sole power to direct the
disposition of, the shares of AMFED Common Stock covered thereby.
To the best knowledge of Norwest, none of its directors or
executive officers beneficially owns any shares of AMFED Common
Stock.
(c) Norwest purchased 107,000 shares of AMFED Common Stock since August
16, 1995, the date of the last transaction in AMFED Common Stock
Norwest on Amendment No. 1 to Schedule 13D, filed on August 18, 1995:
Shares Price
Date Purchased Per Share
August 17, 1995 5,000 $29.125
August 23, 1995 5,000 30.000
August 24, 1995 10,000 30.000
15,000 30.000
10,000 30.125
August 25, 1995 10,000 30.125
August 29, 1995 5,000 30.250
5,000 30.375
5,000 30.375
August 31, 1995 5,000 30.500
5,000 30.500
5,000 30.500
September 6, 1995 8,000 31.125
2,000 31.000
September 7, 1995 5,000 31.000
5,000 31.000
2,000 31.000
TOTAL 107,000
All such purchases were effected on the National Market System of
NASDAQ. Norwest may purchase additional shares in the future. To
the best knowledge of Norwest, none of its directors or executive
officers has effected any transaction in shares of AMFED Common Stock
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
No Change.
Item 7. Material to be Filed as Exhibits
None.
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.
NORWEST CORPORATION
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh
Senior Vice President
and Secretary
Dated: October 12, 1995
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
