SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 3, 1997
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-2979 41-0449260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-667-1234
<PAGE>
Form 8-K
NORWEST CORPORATION
ITEM 5. Other Events
On June 3, 1997, Norwest Corporation (the corporation) filed with the Delaware
Secretary of State a Certificate of Amendment of Certificate of Incorporation
amending its Restated Certificate of Incorporation to increase the
corporation's authorized common stock from 500 million shares to one billion
shares.
ITEM 7. Exhibits
Filed herewith as Exhibit 3 is the Certificate of Amendment of Certificate of
Incorporation.
2
<PAGE>
Exhibit
The following exhibit is filed in response to Item 601 of Regulation S-K.
Exhibit No. Exhibit
3 Certificate of Amendment of Certificate of
Incorporation of the Corporation filed on
June 3, 1997, in the Office of the Delaware
Secretary of State.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORWEST CORPORATION
June 10, 1997 By /s/Laurel A. Holschuh
Senior Vice President
3
NORWEST CORPORATION Exhibit 3.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
____________________________
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
____________________________
We, Leslie S. Biller, President, and Laurel A.
Holschuh, Secretary of Norwest Corporation, a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, do hereby certify:
FIRST: That at a meeting of the Board of Directors
of Norwest Corporation duly held on January 28, 1997,
resolutions were adopted proposing an amendment, as
hereinafter set forth, of the Restated Certificate of
Incorporation of said Corporation, declaring the advisability
of such amendment, and directing that the amendment be
presented for the consideration of the stockholders of said
Corporation at the next annual meeting.
SECOND: That at the annual meeting of all such
stockholders entitled to vote on the amendment hereinafter set
forth, held on April 22, 1997, and called in accordance with
the By-laws of said Corporation, and in accordance with the
relevant provisions of the General Corporation Law of the
State of Delaware, the holders of a majority of the
outstanding shares of common stock of said Corporation voted
in favor of such amendment, as hereinafter set forth, to the
Restated Certificate of Incorporation of said Corporation.
THIRD: That there has been duly adopted, in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, an amendment of the
Restated Certificate of Incorporation of Norwest Corporation,
amending the first sentence of Article Fourth of the Restated
Certificate of Incorporation to read as follows:
FOURTH: The total number of shares of all
classes of stock which the corporation shall have
authority to issue is One Billion Nine Million
(1,009,000,000) shares, consisting of Five Million
(5,000,000) shares of Preferred Stock without par value,
Four Million (4,000,000) shares of Preference Stock
without par value, and One Billion (1,000,000,000) shares
of Common Stock of the par value of $1-2/3 per share.
<PAGE>
IN WITNESS WHEREOF, NORWEST CORPORATION has caused
its corporate seal to be hereunto affixed and this Certificate
to be signed by Leslie S. Biller, its President, and attested
by Laurel A. Holschuh, its Secretary, this 30th day of May,
1997.
NORWEST CORPORATION
(Corporate Seal)
By: /s/ Leslie S. Biller
President
ATTEST:
Laurel A. Holschuh
Secretary
[Filed in the Office of the Delaware Secretary of State on June 3, 1997]
-2-
