<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 September 30, 1997 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 12, 1997, 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 - September 30, 1997 and December
31, 1996.
2. Statements of Operations - For the quarters
ended September 30, 1997 and 1996.
3. Statements of Operations - For the nine months
ended September 30, 1997 and 1996.
4. Statements of Stockholder's Equity - For the
nine months ended
September 30, 1997, and September 30, 1996, and for
the three months ended December 31, 1996.
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
September 30,
1997 and December 31,1996
September
30, December 31,
Assets 1997
1996
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
September 30, 1997 and 1996
1997 1996
Income:
Other interest income $ --
$ --
Total income
- -- --
Operating expenses:
Parent company management fee --
171
Other operating expenses --
(171)
Total operating expenses --
- --
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 nine months ended September
30, 1997 and 1996
1997 1996
Income:
Other interest income $ --
$ --
Total income
- -- --
Operating expenses:
Parent company management fee --
1195
Other operating expanses --
(1195)
Total operating expenses --
- --
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 nine months ended September 30, 1997 and
September 30, 1996,
and December 31,
1996
Additional
Common Paid in
Retained
Stock
Capital Earnings Total
Balance, December 31, $ 1,000 $227,179 -
- - 228,179
1995
Net income --
- -- -- --
Balance, September 30, $ 1,000 $227,179
- -- $228,179
1996
Net income --
- -- -- --
Balance, December 31,
1996 $ 1,000 $227,179
- -- $228,179
Net income --
- -- -- --
Balance, September 30, $ 1,000 $227,179 -
- - $228,179
1997
<PAGE> 7
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
nine months ended September 30, 1997 and 1996. 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> 8
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> 9
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: November 13, 1997
Robert K. Chapman
Chief Financial Officer
(Principal Accounting and
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<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>
