<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
Annual Report Pursuant to Section 13
or 15(d) of
the Securities Exchange Act
of 1934
For the calendar year ended December 31, 1998
Commission file number 0-11281
NORWEST MORTGAGE 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)
1 Home Campus, Des Moines, Iowa
50328
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code
(515) 221-6000
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each
exchange on which registered
NOT APPLICABLE
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, Par Value, $1.00 Per Share
(Title of class)
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 March 26, 1999, 1000 shares of the Registrant's
common stock were outstanding. All common stock of
Registrant is held by an affiliate.
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The following documents are incorporated herein by
reference: PART IV-(i) Amendment No. 1 to
Registrant's Registration Statement of Form S-3
(Registration No. 2-87358) as filed with the
Commission on January 20, 1984 and (ii) Amendment
No. 2 to registrant's Registration Statement of Form
S-3 (Registration No. 2-87358) as filed with the
Commission on February 2, 1984.
<PAGE> 3
PART I
Item 1. Business.
Organization
Norwest Mortgage Conventional 1, Inc., (the
"Company"), was incorporated in the State of
Delaware on October 20, 1983, as a wholly owned,
limited-purpose, financing subsidiary of Norwest
Mortgage, Inc. Norwest Mortgage, Inc., is the
principal mortgage banking business of Wells Fargo &
Company (Wells Fargo), and derives its' income
primarily from mortgage origination and servicing
operations. Norwest Mortgage, Inc. is a wholly
owned subsidiary of Norwest Nova, Inc., which is a
wholly owned subsidiary of Wells Fargo. Wells Fargo
is a $202 billion diversified financial services
organization providing banking, insurance,
investment, and other financial services through a
total of more than 6,000 stores in all 50 states,
all 10 Canadian Provinces, and internationally.
Issuance of GNMA-Collateralized Obligations
The Company was organized to engage in the
authorization, issuance, and delivery of one series
of obligations, consisting of four classes, of bonds
in the form of collateralized mortgage obligations
of the Company (the "Obligations") secured by
mortgage pass through certificates (the
"Certificates") representing the entire interest in
one or more pools of conventional mortgage loans
secured by first liens on one- to four-family
residential properties.
On February 15, 1984, the Company issued
$352,200,000 of Obligations and received proceeds of
$348,560,000. The Obligations were collateralized
by Certificates with outstanding principal balances
of approximately $354,860,000.
Item 2. Properties.
The Company has no physical properties.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security
Holders.
Omitted pursuant to General Instruction J(2)(c) of
Form 10-K.
<PAGE> 4
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
All authorized and outstanding shares of the
Company's common stock, its sole class of equity
securities, are owned by Norwest Mortgage, Inc.
Accordingly, there is no public trading market for
the Company's common stock. The Company has not
paid any dividends with respect to its common stock.
Item 6. Selected Financial Data.
Omitted pursuant to General Instruction J(2)(a) of
Form 10-K.
Item 7. 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 J(2)(a) of Form
10-K.
The Company was incorporated on October 20, 1983,
but did not commence operations until 1984.
The Company had no net earnings for the years ended
December 31, 1998, 1997 and 1996. The Company
recorded $2,587, $4,543, and ($0), respectively, of
interest income from money market investments in
1998, 1997, and 1996. Pursuant to the management
contract with Norwest Mortgage, Inc., the Company
paid a management fee of $2,587, $4,543, and $0,
respectively in 1998, 1997 and 1996. The management
contract requires available income of the Company be
paid to Norwest Mortgage, Inc., as compensation for
management services, reimbursement of certain
expenses, and as additional purchase price of the
pass-through certificates securing the Obligations.
Year 2000 Readiness Disclosure
The Company is aware of the issues associated
with the programming code in existing computer
systems as the millennium (year 2000) approaches.
The "year 2000 problem" is pervasive and complex;
virtually every computer operation will be affected
in some way by the rollover of the two-digit year
value to 00. The issue is whether computer systems
will properly recognize date-sensitive information
when the year changes to 2000. Systems that do not
<PAGE> 5
properly recognize such information could generate
erroneous data, fail or cause another system to
fail. "Systems" include all hardware, networks,
system and application software, commercial "off-the-
shelf" software, data and voice communication
devices, and embedded technology such as date-
impacted processors in automated systems such as
elevators, telephone systems, security systems,
vault systems, heating and cooling systems and
others.
The Company's year 2000 readiness projects are
divided into four phases:
Phase I: comprehensive assessment and inventory of
Systems intended to determine year 2000
vulnerability and risk;
Phase II: date detection on Systems intended to
determine which Systems must be remediated and which
Systems are compliant and require testing only;
determination of required resources and costs; and
the development of schedules and high-level testing
plans for the repair, replacement and/or retirement
of Systems that are not determined to be year 2000
compliant;
Phase III: repair, replacement and/or retirement of
Systems that are not determined to be year 2000
compliant; conduct testing of individual Systems;
and plan the integration testing for those Systems
that have interfaces with other Systems both
internal and external to the company, such as those
of customers and suppliers; and
Phase IV: integration testing of applicable Systems
to validate that interfaces with other Systems are
year 2000 compliant; and the development of
contingency plans, such as plans to recover
operations and alternatives to mitigate the effects
of counterparties whose own failure to properly
address year 2000 issues may adversely impact their
ability to perform certain functions.
The Company in respect to the year 2000
project: (i) has substantially completed Phases I,
II and III; and(ii) anticipates Phase IV will be
substantially complete by June 30, 1999.
The cost to address the Company's year 2000
projects are included as part of the management
contract with its parent company.
In the event year 2000 problems arise out of a
failure of the efforts described above any resulting
disruptions could adversely affect the business
operations.
Item 8. Financial Statements and Supplementary
Data.
See Item 14 of this Form 10-K.
<PAGE> 6
Item 9. Disagreements of Accounting and Financial
Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the
Registrant.
Omitted pursuant to General Instruction J(2)(c) of
Form 10-K.
Item 11. Executive Compensation.
Omitted pursuant to General Instruction J(2)(c) of
Form 10-K.
Item 12. Security Ownership of Certain Beneficial
Owners and Management.
Omitted pursuant to General Instruction J(2)(c) of
Form 10-K.
Item 13. Certain Relationships and Related
Transactions.
Omitted pursuant to General Instruction J(2)(c) of
Form 10-K.
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PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a)(1) Financial Statements
The following financial statements of the Company
are submitted in response to Item 8 of Part II of
the Form 10-K.
Independent Auditor's Report.
Balance Sheets - December 31, 1998 and December 31,
1997.
Statements of Operations - For the years ended
December 31, 1998, 1997 and 1996.
Statements of Stockholder's Equity - For the years
ended December 31, 1998, 1997 and 1996.
Statements of Cash Flows - For the years ended
December 31, 1998, 1997, 1996.
Notes to Financial Statements.
(a)(2) Financial Statement Schedules
All schedules required by Article 5 of Regulation S-
X are not applicable and, therefore, have been
omitted.
(a)(3) Exhibits
The following exhibits are submitted in response to
Item 601 of Regulation S-K:
3.1 Restated Certificate of Incorporation of the
Registrant, which was filed as Exhibit 3.1 to
Amendment No. 1 to Registrant's Registration
Statement on Form S-3 (Registration No. 2-87358) as
filed with the Commission on January 20, 1984, is
hereby incorporated by reference.
3.2 By-Laws of Registrant, which were filed as
Exhibit 3.2 to Amendment No. 1 to Registrant's
Registration Statement on Form S-3 (Registration No.
2-87358) as filed with the Commission on February 2,
1984, is hereby incorporated by reference.
<PAGE> 8
4.1 Indenture, which was filed as Exhibit 4.1 to
Amendment No. 2 to Registrant's Registration
Statement on Form S-3 (Registration No. 2-87358) as
filed with the Commission on February 2, 1984, is
hereby incorporated by reference.
28.1 Management Contract with Norwest Mortgage,
Inc., which was filed as Exhibit 28.1 to Amendment
No. 2 to Registrant's Registration Statement on Form
S-3 (Registration No. 2-87358) as filed with the
Commission on February 2, 1984, is hereby
incorporated by reference.
All other exhibits required by Item 601 of
Regulation S-K to be filed with Form 10-K are not
applicable and have been omitted.
(b) Reports on Form 8-K filed:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
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: March 26, 1999
Stephen Morrison
President
Pursuant to the requirement of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
Registrant and in the capacities and on the dates
indicated.
Signature Title
Date
President (Principal
March 26, 1999
Stephen Morrison Executive Officer)
and Sole Director
Chief Financial
Officer March 26, 1999
Robert K. Chapman (Principal Accounting
and Financial
Officer)
<PAGE> 10
NORWEST MORTGAGE
CONVENTIONAL 1, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
FINANCIAL
STATEMENTS
December 31,
1998, 1997 and 1996
<PAGE> 11
NORWEST MORTGAGE
CONVENTIONAL 1, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
BALANCE
SHEETS
December 31,
1998 and 1997
Assets
1998 1997
Money market investment, at cost $ 48,467
$ 45,879
Investment securities, at cost,
market value $1,218,975 and
$1,100,370 in 1998 and 1997,
respectively (Note 2) 169,605
169,605
Due from parent company 10,107
12,695
Total assets $228,179
$228,179
Stockholder's Equity
Common stock, $1 par value:
1000 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
See accompanying notes to financial statements.
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NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF
OPERATIONS
For the years ended December
31, 1998, 1997, 1996
1998 1997 1996
Income:
Other interest income $ 2,587 $
4,543 $ --
Other miscellaneous income --
- -- --
Total income 2,587
4,543 --
Operating expenses:
Parent company management fee 2,587
4,543 --
Total operating expenses 2,587
4,543 --
Net income before income taxes --
- -- --
Provision for income taxes --
- -- --
Net income $ --
$ -- $ --
See accompanying notes to financial statements.
<PAGE> 13
NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF CASH
FLOWS
For the years ended December 31,
1998, 1997 and 1996
1998 1997 1996
Cash flows from operating activities:
Net income $ --
$ -- $ --
Adjustments to reconcile
net income to net cash used
in operating activities:
(Increase)/Decrease in --
(17) --
other assets
(Increase)/Decrease in
receivable from parent
company (2,588)
4,543 --
Net cash used in/provided
by operating activities (2,588)
- -- --
Cash flows from financing activities:
Return of capital to parent
company --
- -- --
Increase in cash
and cash equivalents 2,588
4,526 --
Cash and cash equivalents
beginning of year 45,879
41,353 41,353
Cash and cash equivalents
end of year $48,467
$ 45,879 $ 41,353
See accompanying notes to financial statements.
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NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF STOCKHOLDER'S
EQUITY
For the years ended December 31,
1998, 1997 and 1996
Additional
Common Paid in
Retained
Stock
Capital Earnings Total
Balance, December 31,
1995 $1,000
227,179 -- 228,179
Net income --
- -- -- --
Balance, December 31,
1996 $1,000
227,179 -- 228,179
Net income --
- -- -- --
Balance, December 31,
1997 $1,000
227,179 -- 228,179
Net income --
- -- -- --
Balance, December 31,
1998 $1,000
227,179 -- 228,179
See accompanying notes to financial statements.
<PAGE> 15
NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1998,
1997 and 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain accounting policies and procedures that the
Company believes are important to understand the
accompanying financial statements are described
below.
Nature of Operations
Norwest Mortgage Conventional 1, Inc., (the
Company), was incorporated in the State of Delaware
on October 20, 1983, as a wholly owned, limited-
purpose, financing subsidiary of Norwest Mortgage,
Inc (the Parent). The Parent is the principal
mortgage banking business of Wells Fargo & Company
(Wells Fargo), and derives its' income primarily
from mortgage origination and servicing operations.
The Parent is a wholly owned subsidiary of Norwest
Nova, Inc., which is a wholly owned subsidiary of
Wells Fargo. The Company was organized to issue and
sell one series of obligations, consisting of four
classes, collateralized by conventional mortgage
pass-through certificates (the "Certificates") and
does not intend to engage in any other business
activities except activities incidental and
necessary to the foregoing.
Issuance of Collateralized Mortgage Obligations
The Company has issued Collateralized Mortgage
Obligations (the Obligations). The issuance of the
Obligations and the simultaneous delivery of the
Certificates to an irrevocable trust has been
accounted for as a sale of the Certificates.
Accordingly, neither the Certificates nor the
Obligations appear on the balance sheets. All costs
of issuance were reimbursed by the Parent company.
<PAGE> 16
NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1998,
1997 and 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
The Company's taxable income or loss is included in
the consolidated federal income tax return of Wells
Fargo & Company. Federal and state income taxes of
the Company have been assumed by and will be paid by
the Parent company.
Statement of Cash Flows
For the purposes of the statement of cash flows, the
Company considers short-term investments purchased
with a maturity of three months or less to be cash
equivalents.
(2) ISSUANCE OF GNMA-COLLATERALIZED OBLIGATIONS
On February 15, 1984, the Company issued
$352,200,000 of Obligations, which were secured by
Certificates delivered to an irrevocable trust. At
December 31, 1998, there was $2,419,895 of
Obligations outstanding, which was secured by assets
placed in trust with outstanding principal balances
and cash of $3,879,796.
Proceeds of approximately $348,560,000 were received
from the issuance of the Obligations and were
applied to purchase the Certificates from the Parent
company. The Certificates and the Obligations do
not appear on the balance sheet.
Monthly principal and interest payments from the
Certificates are remitted directly to the USBank
(trustee). Investment income, the difference
between interest received on the Certificates and
interest paid on the Obligations, and principal
payments on the Certificates remaining with the
trustee following each semi-annual payment of
principal and interest on the Obligations are
remitted from the trust to the Parent company as
additional compensation and expense reimbursement.
<PAGE> 17
NORWEST MORTGAGE CONVENTIONAL
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1998,
1997 and 1996
(2) ISSUANCE OF GNMA-COLLATERALIZED OBLIGATIONS
(Continued)
Pursuant to the indenture agreement between the
Company and the trustee, the money market investment
and investment securities are restricted assets set
aside as reserve funds. These reserve funds may be
used by the trustee for required payments of
principal and interest on the Obligations to the
extent that funds received in the form of principal
and interest on the Certificates are not sufficient
to make such required payments. After each semi-
annual payment date, the trustee will remit to the
Parent company any amounts in the money market
investment which exceed one percent of the
outstanding principal amount of the Obligations.
Investment securities represent a Certificate of
Accrual on Treasury Securities (CAT) with a par
value of $1,500,000 at maturity in May, 2003. No
accretion of discount on the CAT is recorded by the
Company since any increase in value of the CAT
accrues to the holders of the obligations until the
Obligations are completely retired. Any proceeds
from the CAT after May, 2003, which are not needed
to retire the Obligations, will be remitted to the
Parent company.
(3) MANAGEMENT FEES AND OTHER OPERATING EXPENSES
The Company has entered into a management agreement
with the Parent to provide management services and
assistance to the Company. The management agreement
requires available income of the Company be paid to
the Parent as compensation for management services,
reimbursement of certain expenses, and as additional
purchase price of the pass-through certificates
securing the Obligations.
<PAGE>18
KPMG PEAT MARWICK LLP
2500 Ruan Center
PO Box 772
Des Moines, IA 50303
INDEPENDENT
AUDITORS' REPORT
The Board of Directors
Norwest Mortgage Conventional 1, Inc.:
We have audited the accompanying balance sheets of
Norwest Mortgage Conventional 1, Inc. (the Company)
(a wholly owned subsidiary of Norwest Mortgage,
Inc.) as of December 31, 1998 and 1997, and the
related statements of operations, stockholder's
equity and cash flows for each of the years in the
three-year period ended December 31, 1998. These
financial statements are the responsibility of the
Company's management. Our responsibility is to
express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Norwest Mortgage Conventional
1, Inc. (a wholly owned subsidiary of Norwest
Mortgage, Inc.) at December 31, 1998 and 1997, and
the results of its operations and cash flows for
each of the years in the three-year period ended
December 31, 1998, in conformity with generally
accepted accounting principles.
KPMG
Peat Marwick LLP
January 19, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 48,467
<SECURITIES> 169,605
<RECEIVABLES> 10,708
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<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> 2,587
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,587
<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>
