SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)
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 25,472,661
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 42,935,725
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 15,991,188
PERSON (8) SHARED DISPOSITIVE POWER
WITH 45,827,256
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,197,735
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
12) TYPE OF REPORTING PERSON*
HC
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 14,880,306
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 42,729,605
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,942,405
PERSON (8) SHARED DISPOSITIVE POWER
WITH 43,931,734
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,840,273
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
12) TYPE OF REPORTING PERSON*
BK
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 42,298,954
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON (8) SHARED DISPOSITIVE POWER
WITH 42,298,954
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,298,954
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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. 22)
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)(1)(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)(1)(ii)(F)
Item 4 Ownership:
1. Norwest Corporation
(a) Amount beneficially owned: 69,197,735 shares.
Amount beneficially owned includes 57,840,273 shares
deemed to be beneficially owned by NBM.
(b) Percent of class: 9.1%
(c) Number of shares as to which Norwest Corporation has:
(i) Sole power to vote or direct the vote: 25,472,661
(ii) Shared power to vote or direct the vote:
42,935,725
(iii) Sole power to dispose or to direct the
disposition of: 15,991,188
(iv) Shared power to dispose or direct the
disposition of: 45,827,256
2. NBM
(a) Amount beneficially owned: 57,840,273 shares.
Amount reported as being beneficially owned by NBM
includes 42,298,954 shares allocated to the accounts of
participants in the Norwest Corporation Savings-
Investment Plan (the "Plan") or shares that are being
held in trust pending allocation to participants'
accounts. Because of NBM's role as co-trustee of the
Plan, NBM is reporting, for purposes of this statement
on Schedule 13G only, shared voting and shared
dispositive power with respect to such shares. NBM and
Norwest Corporation disclaim beneficial ownership of
such shares for all other purposes.
(b) Percent of Class: 7.6%
(c) Number of shares as to which NBM has:
(i) Sole power to vote or direct the vote: 14,880,306
(ii) Shared power to vote or direct the vote:
42,729,605
(iii) Sole power to dispose or to direct the
disposition of: 7,942,405
(iv) Shared power to dispose or direct the
disposition of: 43,931,734
3. The Plan
(a) Amount beneficially owned. 42,298,954 shares.
(b) Percent of Class: 5.6%
(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:
42,298,954
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or direct the
disposition of: 42,298,954
The Plan was created by Norwest Corporation for the
exclusive benefit of those of its employees who elect
to participate in the Plan. The assets of the Plan
are held in a trust for the participants. NBM, a
subsidiary of Norwest Corporation, is the co-trustee
of the trust.
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, 1998
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)(1)(ii)(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*
GST Co.*
Lindeberg Financial Corporation*
Norwest AMG, Inc.
Norwest Bank Arizona, National Association
Norwest Bank Colorado, 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 Montana, National Association
Norwest Bank Nebraska, National Association
Norwest Bank North Dakota, National Association
Norwest Bank South Dakota, National Association
Norwest Bank Texas, National Association
Norwest Bank Texas, El Paso, National Association
Norwest Bank Wisconsin, National Association
Norwest Bank Wyoming, National Association
Norwest Corporation Savings-Investment Plan*
Norwest Holding Company*
