SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
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 subsequent
thereto reporting beneficial ownership of five percent or less 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 procedures (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
1,534,798
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
1,354,798
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,354,798
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)
19.2%
14
TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
(Amendment No. 1)
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) As a result of the Option Agreement, Norwest may, pursuant to Rule
13d-3(d)(1)(i) under the Exchange Act, be deemed to own beneficially
1,354,798 shares of AMFED Common Stock, constituting approximately 19.2% of
the shares of AMFED Common Stock that would have been issued and outstanding
if the Option had been exercised as of August 16, 1995. If Norwest were to
exercise the Option, it would have sole power to vote and of the Option
Agreement, sole power to direct the disposition of, the share 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) In addition to the acquisition of the Option, Norwest has purchased
183,000 shares of AMFED Common Stock during the past 60 days:
Date Shares Price
Purchased Per Share
July 27, 1995 12,500 $28.875
15,000 28.9375
July 28, 1995 5,000 28.875
July 31, 1995 10,000 28.875
5,000 28.75
August 1, 1995 60,000 28.875
August 2, 1995 30,000 28.875
August 3, 1995 5,000 28.75
August 8, 1995 200 28.875
300 28.75
August 9, 1995 10,000 29.00
August 10, 1995 20,000 29.00
August 16, 1995 10,000 29.125
TOTAL 183,000
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: August 17, 1995
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
[LETTERHEAD OF THE LAW DIVISION OF NORWEST CORPORATION]
August 18, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
There is hereby transmitted for filing pursuant to Section 13(d) of the
Securities Exchange Act of 1934 and Regulation 13D-G thereunder, Amendment
No. 1 to a Schedule 13D relating to beneficial ownership by Norwest
Corporation of shares of the common stock of AMFED Financial, Inc. initially
filed on August 1, 1995
Questions regarding this filing may be directed to me at 612-667-0628.
Sincerely,
/s/ H. Bernt von Ohlen
H. Bernt von Ohlen
Senior Counsel
cc: AMFED Financial, Inc.
National Association of Securities Dealers, Inc.
Board of Governors of the Federal Reserve System
