<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 0-11301
NORWEST MORTGAGE INSURED 1, INC.
(Exact name of registrant as
specified in its charter)
Delaware 41-
1462645
(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, 100 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. 2-87499) as filed with the
Commission on December 7, 1983 and (ii) Amendment
No. 2 to registrant's Registration Statement of Form
S-3 (Registration No. 2-87499) as filed with the
Commission on December 14, 1983.
<PAGE> 3
PART I
Item 1. Business.
Organization
Norwest Mortgage Insured 1, Inc., (the "Company"),
was incorporated in the State of Delaware on October
27, 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 (the
"Obligations") collateralized by "fully-modified,
pass-through" mortgage-backed certificates
guaranteed as to timely payment of principal and
interest by the Government National Mortgage
Association and backed by the full faith and credit
of the United States ("GNMA Certificates").
On December 21, 1983, the Company issued
$447,210,000 of Obligations and received proceeds of
$435,016,975. The Obligations were collateralized
by GNMA Certificates with outstanding principal
balances of approximately $467,590,000.
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 27, 1983.
The Company commenced operation on December 21,
1983.
The Company had no net earnings for the years ended
December 31, 1998, 1997 and 1996. The Company
incurred no operating expenses for the years ended
December 31, 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 expenses, and
as additional purchase price for the GNMA
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.
<PAGE> 7
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.
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. 2-87499) as
filed with the Commission on December 7, 1983, 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.
2-87499) as filed with the Commission on December 7,
1983, 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. 2-87499) as
filed with the Commission on December 14, 1983, is
hereby incorporated by reference.
10.1 Management Contract with Norwest Mortgage,
Inc., which was filed as Exhibit 10.1 to Amendment
No. 2 to Registrant's Registration Statement on Form
S-3 (Registration No. 2-87499) as filed with the
Commission on December 14, 1983, 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:
None
<PAGE> 9
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 Insured 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
INSURED 1, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
FINANCIAL
STATEMENTS
December 31,
1998, 1997 and 1996
<PAGE> 11
NORWEST MORTGAGE
INSURED 1, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
BALANCE
SHEETS
December 31,
1998 and 1997
Assets 1998
1997
Note receivable from parent $10,000
$10,000
Total assets $10,000
$10,000
Stockholder's Equity
Common stock, $1 par value:
100 shares authorized, issued
and outstanding $ 100
$ 100
Additional paid-in capital 9,900
9,900
Total stockholder's equity $10,000
$10,000
See accompanying notes to financial statements.
<PAGE> 12
NORWEST MORTGAGE
INSURED 1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF
OPERATIONS
For the years ended December
31, 1998, 1997 and 1996
1998 1997 1996
Income:
Total income $ --
$ -- $ --
Total operating expenses --
- -- --
Net income before income taxes --
- -- --
Provision for income taxes --
- -- --
Net income $ --
$ -- $ --
See accompanying notes to financial statements.
<PAGE> 13
NORWEST MORTGAGE INSURED
1, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF STOCKHOLDER'S
EQUITY
For the year ended December 31,
1998, 1997 and 1996
Additional
Common Paid
in
Stock
Capital Total
Balance, December 31, 1995 $100 9,900
10,000
Net income --
- -- --
Balance, December 31, 1996 $100 9,900
10,000
Net income --
- -- --
Balance, December 31, 1997 $100 9,900
10,000
Net income --
- -- --
Balance, December 31, 1998 $100 9,900
10,000
See accompanying notes to financial statements.
<PAGE> 14
NORWEST MORTGAGE INSURED
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 Insured 1, Inc., (the Company), was
incorporated in the State of Delaware on October 27,
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. 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 (GNMA) and does not intend to
engage in any other business activities except
activities incidental and necessary to the
foregoing.
Issuance of GNMA-collateralized Mortgage Obligations
The Company has issued GNMA-Collateralized
Obligations (the Obligations). The issuance of the
Obligations and the simultaneous delivery of the
GNMA Certificates to an irrevocable trust has been
accounted for as a sale of the GNMA Certificates.
Accordingly, neither the GNMA Certificates nor the
Obligations appear on the balance sheets. All costs
of issuance were reimbursed by the parent company.
<PAGE> 15
NORWEST MORTGAGE INSURED
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)
ISSUANCE OF GNMA-COLLATERALIZED OBLIGATIONS
On December 21, 1983, the Company issued
$447,210,000 of Obligations which were secured by
GNMA Certificates delivered to an irrevocable trust.
At December 31, 1998, there were $7,615,508 of
Obligations outstanding which were secured by assets
placed in trust with outstanding principal balances
and cash of $8,466,436.
Monthly principal and interest payments from the
GNMA Certificates are remitted directly to the
USBank (trustee). Investment income, the difference
between interest received on the GNMA Certificates
and interest paid on the Obligations, and principal
payments on the GNMA 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>16
KPMG PEAT MARWICK LLP
2500 Ruan Center
PO Box 772
Des Moines, IA 50303
INDEPENDENT
AUDITORS' REPORT
The Board of Directors
Norwest Mortgage Insured 1, Inc.:
We have audited the accompanying balance sheets of
Norwest Mortgage Insured 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 and stockholder's equity
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 Insured 1,
Inc. (a wholly owned subsidiary of Norwest Mortgage,
Inc.) at December 31, 1998 and 1997, and the results
of its operations 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
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0
0
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