<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
Quarterly Report Pursuant to Section
13 or 15(d) of
the Securities Exchange Act
of 1934
For the quarter ended June 30, 1996 Commission
file number 0-11281
NORWEST CONVENTIONAL 1, INC.
(Exact name of registrant as
specified in its charter)
Delaware 41-
1462646
(State or other jurisdiction of (I.R.S.
Employer Identification No.)
incorporation or organization)
405 S.W. Fifth Street, Des Moines, Iowa
50328
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code
(515) 237-6000
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to
file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
.
On August 9, 1996, 1,000 shares of the registrant's
common stock were outstanding. All common stock of
registrant is held by an affiliate.
<PAGE> 2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
The following statements of the Company are included
herein:
1. Balance Sheets - June 30, 1996 and December 31,
1995.
2. Statements of Operations - For the quarters
ended June 30, 1996 and 1995.
3. Statements of Operations - For the six months
ended June 30, 1996 and 1995.
4. Statements of Stockholder's Equity - For the six
months ended
June 30, 1996 and June 30, 1995, and for the six
months ended December 31, 1995.
5. Statements of Cash Flows - For the six months
ended June 30, 1996 and 1995.
The financial information for the interim periods is
unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of the
results of operations have been included. The
results of operations for an interim period are not
necessarily indicative of the results that may be
expected for a full year or any other interim
period.
<PAGE> 3
NORWEST MORTGAGE
CONVENTIONAL 1, INC.
(a wholly-owned subsidiary
of Norwest Mortgage, Inc.)
BALANCE SHEETS
UNAUDITED
June 30, 1996
and December 31,1995
June
30, December 31,
Assets 1996
1995
Note receivable from parent $ 4,220
$ 4,220
Money market investment, at cost 41,353
41,353
Investment securities, at cost 169,605
169,605
Due from parent company 13,018
13,018
Other assets
(17) (17)
Total assets
$228,179 $228,179
Stockholder's Equity
Common stock, $1 par value:
1,000 shares authorized, issued
and outstanding $
1,000 $ 1,000
Additional paid-in capital 227,179
227,179
Total stockholder's equity $228,179
$228,179
<PAGE> 4
NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly-owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF
OPERATIONS
UNAUDITED
For the quarters ended June
30, 1996 and 1995
1996 1995
Income:
Other interest income $ --
$ 681
Total income
- -- 681
Operating expenses:
Parent company management fee 512
529
Other operating expenses (512)
152
Total operating expenses --
681
Net income before income taxes --
- --
Provision for income taxes --
- --
Net income $
- -- $ --
<PAGE> 5
NORWEST MORTGAGE CONVENTIONAL 1,
INC.
(a wholly-owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF
OPERATIONS
UNAUDITED
For the six months ended June 30,
1996 and 1995
1996 1995
Income:
Other interest income $ --
$1,316
Total income
- -- 1,316
Operating expenses:
Parent company management fee 1,024
1,078
Other operating expanses (1,024)
238
Total operating expenses --
1,316
Net income before income taxes --
- --
Provision for income taxes --
- --
Net income $
- -- $ --
<PAGE> 6
NORWEST MORTGAGE CONVENTIONAL 1,
INC.
(a wholly-owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
UNAUDITED
For the six months ended June 30, 1996 and
June 30, 1995, and
December 31, 1995
Additional
Common Paid in
Retained
Stock
Capital Earnings Total
Balance, December 31, $ 1,000 $239,187 -
- - 240,187
1994
Net income --
- -- -- --
Return of capital to
parent company --
(12,008) -- (12,008)
Balance, June 30, 1995 $ 1,000 $227,179
- -- $228,179
Net income --
- -- -- --
Balance, December 31,
1995 $ 1,000
$227,179 -- $228,179
Net income --
- -- -- --
Balance, June 30, 1996 $ 1,000 $227,179
- -- $228,179
<PAGE> 7
NORWEST MORTGAGE CONVENTIONAL 1,
INC.
(a wholly-owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF CASH FLOWS
UNAUDITED
For the six months ended June 30, 1996 and
1995
1996 1995
Cash flows from operating activities:
Net income $
- -- $ --
Adjustments to reconcile net
earnings to net cash provided by
operating acvities:
Decrease in other assets
- -- 8
Decrease (increase) in
due from Parent Company -
- - 14
Net cash from (used for) operating
activities
- -- 22
Cash flows form financing activities:
Return of capital to parent company --
(12,008)
Net cash used for financing activities -
- - (12,008)
Decrease in cash and cash equivalents --
(11,986)
Cash and cash equivalents beginning
of year
41,353 57,167
Cash and cash equivalents at June 30 41,353
45,181
<PAGE> 8
Item 2. Management's Discussion and Analysis of
Financial Condition and
Results of Operations.
The following narrative by management of the
Company's results of operations is provided in
accordance with General Instruction (H)(2)(a) of
Form 10-Q.
Norwest Mortgage Conventional 1, Inc. (the
Company), a wholly-owned subsidiary of Norwest
Mortgage, Inc. (the parent company) which is a
wholly-owned subsidiary of Norwest Nova, Inc., was
incorporated on October 20, 1983, under the laws of
the State of Delaware. The Company was organized
to issue and sell one series of obligations,
consisting of four classes, collateralized by fully
modified, pass-through, mortgage-backed
certificates guaranteed as to principal and
interest by the Government National Mortgage
Association, and does not intend to engage in any
other business activities except activities
incidental and necessary to the foregoing.
The Company had no net income for the quarter and
six months ended June 30, 1996 and 1995. The
management contract is structured so that all
available income of the Company shall be paid to the
parent company as compensation for management
services, reimbursement for certain expenses, and as
additional purchase price of the pass-through
certificates purchased from the parent company. As
a result of the terms of the management contract, it
is anticipated that the Company will have no net
income for a number of subsequent years.
<PAGE> 9
PART II -- OTHER
INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Omitted pursuant to General Instruction
(H)(2)(b) of Form
10-Q.
Item 3. Defaults Upon Senior Securities.
Omitted pursuant to General Instruction
(H)(2)(b) of Form
10-Q.
Item 4. Submission of Matters to a Vote of Security
Holders.
Omitted pursuant to General Instruction
(H)(2)(b) of Form 10-Q.
Item 5. Other Information.
Omitted pursuant to General Instruction
(H)(2)(b) of Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K.
(a) None.
(b) None.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant had duly caused
this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Norwest Mortgage Conventional 1, Inc.
Dated: August 9, 1996
Alta J. Jones
Senior Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 41,353
<SECURITIES> 169,605
<RECEIVABLES> 17,221
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 228,179
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 228,179
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 227,179
<TOTAL-LIABILITY-AND-EQUITY> 228,179
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
