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, 1997
Commission file number 0-11301
NORWEST MORTGAGE INSURED 2, INC.
(Exact name of registrant as
specified in its charter)
Delaware 41-
1485350
(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
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 27, 1998, 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. 2-89484) as filed with the
Commission on February 16, 1984 and (ii) Amendment
No. 2 to Registrant's Registration Statement of Form
S-3 (Registration No. 2-89484) as filed with the
Commission on February 23, 1984.
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PART I
Item 1. Business.
Organization
Norwest Mortgage Insured 2, Inc., (the "Company")
was incorporated in the State of Delaware on
February 15, 1984, as a wholly owned, limited-
purpose, financing subsidiary of Norwest Mortgage,
Inc., which, in turn, is a wholly owned subsidiary
of Norwest Nova, Inc. Norwest Mortgage, Inc., is
the mortgage banking subsidiary of Norwest Nova,
Inc., and derives income primarily from mortgage
origination fees and charges, sales of mortgage
servicing rights, servicing of mortgage loans, and
secondary market sales. Norwest Nova, Inc., is a
wholly owned subsidiary of Norwest Corporation.
Norwest Corporation is a $88.5 billion diversified
financial services organization providing banking,
insurance, investment, and other financial services
through a total of more than 3,828 offices 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 which guaranty is backed by the full
faith and credit of the United States ("GNMA
Certificates").
On March 29, 1984, the Company issued $164,020,000
of Obligations and received proceeds of
$159,753,958. The Obligations were collateralized
by GNMA Certificates with outstanding principal
balances of approximately $168,200,000.
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.
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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 and commenced
operations on February 15, 1984.
The Company had no net earnings for the years ended
December 31, 1997, 1996 and 1995. The Company
incurred no operating expenses for the years ended
December 31, 1997, 1996 and 1995. Pursuant to the
management contract with Norwest Mortgage Inc., the
Company paid no management fees in 1997, 1996 and
1995. The management contract is structured so that
all available income of the Company will be paid to
Norwest Mortgage, Inc., as compensation for
management services, reimbursement of certain
expenses, and as additional purchase price of the
GNMA Certificates securing the obligations. As a
result of the management contract, it is anticipated
that the Company will have no net earnings for a
number of subsequent years.
Item 8. Financial Statements and Supplementary
Data.
See Item 14 of this Form 10-K.
Item 9. Disagreements of Accounting and Financial
Disclosure.
None.
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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, 1997, and December 31,
1996.
Statements of Operations - For the years ended
December 31, 1997, 1996 and 1995.
Statements of Stockholder's Equity - For the years
ended December 31, 1997, 1996 and 1995.
Notes to Financial Statements.
(a)(2) Financial Statement Schedules
All schedules to the financial statements normally
required by Form 10-K are omitted since they are
either not applicable or the required information is
shown in the financial statements or notes thereto.
(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. 2-89484) as
filed with the Commission on February 16, 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.
2-89484) as filed with the Commission on February
16, 1984, is hereby incorporated by reference.
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. 2-89484) as
filed with the Commission on February 23, 1984, is
hereby incorporated by reference.
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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. 2-89484) as filed with the
Commission on February 23, 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 in 1985:
Form 8-K dated June 28, 1985.
Item 1. Changes in Control of Registrant - Capital
stock of Registrant was contributed to Norwest
Funding, Inc., a Minnesota corporation (now known as
"Norwest Mortgage, Inc.").
Item 5. Other Events - The Management Contract was
amended to substitute Norwest Funding, Inc., a
Minnesota corporation (now known as "Norwest
Mortgage, Inc.") as Manager.
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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 Insured 2, Inc.
Dated: March 27, 1998
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 27, 1998
Stephen Morrison Executive Officer)
and Sole Director
Chief Financial
Officer March 27, 1998
Robert K. Chapman (Principal Accounting
and Financial
Officer)
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NORWEST MORTGAGE
INSURED 2, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
FINANCIAL
STATEMENTS
December 31,
1997, 1996 and 1995
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NORWEST MORTGAGE
INSURED 2, INC.
(a wholly owned subsidiary
of Norwest Mortgage, Inc.)
BALANCE
SHEETS
December 31,
1997 and 1996
Assets 1997
1996
Note receivable from parent $ 2,682
$ 2,682
Total assets $ 2,682
$ 2,682
Stockholder's Equity
Common stock, $1 par value:
100 shares authorized, issued
and outstanding $ 100
$ 100
Additional paid-in capital 2,582
2,582
Total stockholder's equity $ 2,682
$ 2,682
See accompanying notes to financial statements.
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NORWEST MORTGAGE
INSURED 2, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF
OPERATIONS
For the years ended December
31, 1997, 1996 and 1995
1997 1996 1995
Income:
Total income $ --
$ -- $ --
Total operating expenses --
- -- --
Net income before income taxes --
- -- --
Provision for income taxes --
- -- --
Net income $ --
$ -- $ --
See accompanying notes to financial statements.
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NORWEST MORTGAGE INSURED
2, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
STATEMENTS OF STOCKHOLDER'S
EQUITY
For the year ended December 31,
1997, 1996 and 1995
Additional
Common Paid
in
Stock
Capital Total
Balance, December 31, 1994 $100 2,582
2,682
Net income --
- -- --
Balance, December 31, 1995 $100 2,582
2,682
Net income --
- -- --
Balance, December 31, 1996 $100 2,582
2,682
Net income --
- -- --
Balance, December 31, 1997 $100 2,582
2,682
See accompanying notes to financial statements.
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NORWEST MORTGAGE INSURED
2, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1997,
1996 and 1995
(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 2, Inc., (the Company), a
wholly owned subsidiary of Norwest Mortgage, Inc.,
(parent company), which is a wholly owned subsidiary
of Norwest Nova, Inc., which is a wholly owned
subsidiary of Norwest Corporation, was incorporated
on February 15, 1984, 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 (GNMA Certificates) 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.
Income Taxes
The Company's taxable income or loss is included in
the consolidated federal income tax return of
Norwest Corporation. Federal and state income taxes
of the Company have been assumed by and will be paid
by the parent company.
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NORWEST MORTGAGE INSURED
2, INC.
(a wholly owned subsidiary of
Norwest Mortgage, Inc.)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1997,
1996 and 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
ISSUANCE OF GNMA-COLLATERALIZED OBLIGATIONS
On March 29, 1984, the Company issued $164,020,000
of Obligations which were secured by GNMA
Certificates delivered to an irrevocable trust. At
December 31, 1997, there were approximately
$2,832,000 of Obligations outstanding which were
secured by assets placed in trust with outstanding
principal balances and cash of approximately
$3,019,000.
Proceeds of approximately $159,754,000 were received
from the issuance of the obligations and were
applied to purchase the GNMA certificates from the
parent company. The GNMA Certificates and the
obligations do not appear on the balance sheet.
Monthly principal and interest payments from the
GNMA Certificates are remitted directly to the
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
promptly remitted from the trust to the parent
company as additional compensation and expense
reimbursement.
<PAGE 15>
KPMG PEAT MARWICK LLP
2500 Ruan Center
PO Box 772
Des Moines, IA 50303
INDEPENDENT
AUDITORS' REPORT
The Board of Directors
Norwest Mortgage Insured 2, Inc.:
We have audited the accompanying balance sheets of
Norwest Mortgage Insured 2, Inc. (the Company) (a
wholly owned subsidiary of Norwest Mortgage, Inc.)
as of December 31, 1997 and 1996, and the related
statements of operations and stockholder's equity
for each of the years in the three-year period ended
December 31, 1997. 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 2,
Inc. (a wholly owned subsidiary of Norwest Mortgage,
Inc.) at December 31, 1997 and 1996, and the results
of its operations for each of the years in the three-
year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
KPMG
Peat Marwick LLP
January 14, 1998