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 12, 1998
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
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Form 8-K
NORWEST CORPORATION
ITEM 5. Other Events.
On June 8, 1998, Norwest Corporation (the corporation) filed with the Delaware
Secretary of State a Certificate of Amendment of Certificate of Incorporation
amending its Restated Certificate of Incorpoartion to increase the
corporation's authorized common stock from one billion shares to two billion
shares.
ITEM 7. Exhibits.
Filed herewith as Exhibit 3 is the Certificate of Amendment of Certificate of
Incorporation.
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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 8, 1998, 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 hereunto duly authorized.
Norwest Corporation
(Registrant)
June 12, 1998 By: \s\ Laurel A. Holschuh
Senior Vice President
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Exhibit 3.
NORWEST CORPORATION
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 27, 1998, 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 28, 1998, 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 Two Billion Nine Million
(2,009,000,000) 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 Two Billion (2,000,000,000) shares of
Common Stock of the par value of $1-2/3 per share.
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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 5th day of
June, 1998.
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 8, 1998]
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