SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)
Norwest Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
669380 10 7
(CUSIP Number)
Check the following box 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 or less of such class.) (See Rule 13d-7).
*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 the disclosures provided in
a prior cover page.
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).
13G
CUSIP NO. 669380 10 7
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* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (5) SOLE VOTING POWER
SHARES 8,117,263 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 19,633,305 (2)
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,464,546 (3)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 20,855,181 (2)
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,905,151 (4)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
12) TYPE OF REPORTING PERSON*
HC
_____________________________
(1) Includes 2,466 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares).
(2) Includes 2,000 shares issuable upon conversion of 6.75% Convertible
Subordinated Debentures Due 2003.
(3) Includes 7,946 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares).
(4) Includes 7,946 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares), and
2,000 issuable upon conversion of 6.75% Convertible Subordinated
Debentures Due 2003.
13G
CUSIP NO. 669380 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Bank Minnesota, National Association
Tax Identification No. 41-0451159
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 4,516,971 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 19,415,719 (2)
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 4,081,031 (3)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 19,744,803 (2)
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,074,078 (4)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
12) TYPE OF REPORTING PERSON*
BK
_____________________________
(1) Includes 548 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares).
(2) Includes 2,000 shares issuable upon conversion of 6.75% Convertible
Subordinated Debentures Due 2003.
(3) Includes 6,028 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares).
(4) Includes 6,028 shares issuable upon conversion of Convertible
Preferred Stock, Series B (represented by depositary shares), and
2,000 issuable upon conversion of 6.75% Convertible Subordinated
Debentures Due 2003.
13G
CUSIP NO. 669380 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Corporation Savings-Investment Plan
Tax Identification No. 41-0449260
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 18,528,072
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON (8) SHARED DISPOSITIVE POWER
WITH 18,528,072
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,528,072
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12) TYPE OF REPORTING PERSON*
EP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)
DISCLAIMER: Information in this Schedule 13G is provided solely for
the purpose of complying with Sections 13(d) and 13(g) of the Act
and regulations promulgated thereunder, and is not to be construed
as an admission that Norwest Corporation or any of its subsidiaries
is the beneficial owner of the securities covered by this Schedule
13G for any purpose whatsoever.
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 55479-1026
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)
Item 2(b) Address of Principal Business Office(s):
1. Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
2. Norwest Bank Minnesota, National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000
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: Delaware
2. NBM: United States
3. The Plan: Minnesota
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number
669380 10 7
Item 3 The person filing is a:
1. Norwest Corporation: Parent Holding Company in
accordance with Section 240.13d-1(b)(ii)(G)
2. NBM: Bank as defined in Section 3(a)(6) of the Act
3. The Plan: Employee Benefit Plan in accordance with
Section 240.13d-1(b)(ii)(F)
Item 4 Ownership:
1. Norwest Corporation
(a) Amount beneficially owned: 28,905,151 shares
(including 9,946 shares issuable upon conversion of
shares of Convertible Preferred Stock, Series B, ("Series
B Preferred") and 6.75% Convertible Subordinated
Debentures Due 2003 ("Debentures")). Amount beneficially
owned includes 24,074,078 shares deemed to be
beneficially owned by NBM.
(b) Percent of class: 9.3%
(c) Number of shares as to which Norwest Corporation
has:
(i) Sole power to vote or direct the vote: 8,117,263
(ii) Shared power to vote or direct the vote:
19,633,305
(iii) Sole power to dispose or to direct the
disposition of: 7,464,546
(iv) Shared power to dispose or direct the
disposition of: 20,855,181
2. NBM
(a) Amount beneficially owned. 24,074,078 shares
(including 8,028 shares issuable upon conversion of
shares of Series B Preferred and Debentures). Amount
beneficially owned includes 18,528,072 deemed to be
beneficially owned by the Plan, with respect to which
NBM serves as co-trustee.
(b) Percent of Class: 7.8%
(c) Number of shares as to which NBM has:
(i) Sole power to vote or direct the vote: 4,516,971
(ii) Shared power to vote or direct the vote: 19,415,719
(iii) Sole power to dispose or to direct the
disposition of: 4,081,031
(iv) Shared power to dispose or direct the
disposition of: 19,744,803
3. The Plan
(a) Amount beneficially owned. 18,528,072 shares.
(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: None
(ii) Shared power to vote or direct the vote: 18,528,072
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or direct the
disposition of: 18,528,072
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, 1994, the trust which holds the assets
of the Plan (the "Trust") held, for the benefit of
participants in the Plan, 18,528,072 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.
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
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 any of the participants in the Plan ("Unallocated
Shares"). Allocated Shares and Unallocated Shares
are voted as follow: (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, 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.
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:
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 securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Attachment A
Item 8 Identification and Classification of Members of the
Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
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 10, 1995
NORWEST CORPORATION
By /s/ Laurel A. Holschuh
Laurel A. Holschuh
Senior Vice President and Secretary
ATTACHMENT A
The Schedule 13G to which this attachment is appended is filed on behalf of
the subsidiaries listed below, all of which are classified as banks in
accordance with Regulation 13d-1(b)(1)(ii)(B), with the exception of the
entities marked with an asterisk. All of the entities marked with an
asterisk are classified as parent holding companies in accordance with
Regulation 13d-1(b)(1)(1)(ii)(G), with the exception of the Norwest
Corporation Savings-Investment Plan, which is classified as an employee
benefit plan in accordance with Regulation 13d-1(b)(ii)(1)(F). Each of the
parent holding companies listed in this attachment is a direct or indirect
subsidiary of Norwest Corporation and each owns all or a portion of one or
more of the banks listed in this attachment.
Blackhawk Corporation*
Chalfen Bankshares, Inc.*
First Illini Bancorp, Inc.*
Ford Bank Group, Inc.*
Ford Bank Group Holdings, Inc.*
GST Co.*
Lindeberg Financial Corporation*
Norwest Bank Arizona, National Association
Norwest Bank Boulder, National Association
Norwest Bank Colorado, National, Association
Norwest Colorado Springs, National Association
Norwest Bank Fort Collins, National Asscociation
Norwest Bank Grand Junction-Downtown, National Association
Norwest Bank Greeley, National Association
Norwest Bank Illinois, National Association
Norwest Bank Indiana, National Association
Norwest Bank Iowa, National Association
Norwest Bank Minnesota, National Association
Norwest Bank Minnesota North, National Association
Norwest Bank Minnesota Southwest, National Association
Norwest Bank Nebraska, National Association
Norwest Bank New Mexico, National Association
Norwest Bank North Dakota, National Association
Norwest Bank South Dakota, National Association
Norwest Bank Texas, National Association
Norwest Bank Wisconsin, National Association
Norwest Bank Wyoming, National Association
Norwest Capital Management & Trust Co.
Norwest Colorado, Inc.*
Norwest Corporation Savings-Investment Plan*
Norwest Holding Company*
Norwest Indiana, Inc.*
PB Bancorp of Cedar Rapids, Inc.*
United New Mexico Financial Corporation*
Wyoming National Bancorporation*
8
