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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 6, 1994
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PAINE WEBBER GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7367 13-2760086
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 713-2000
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Not Applicable
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(Former name or address, if changed since last report)
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Paine Webber Group Inc.
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Item 5 and Item 7. Other Events and Exhibits
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At the Annual Meeeting of Stockholders of the
Registrant, the total number of shares of Common
Stock which it had the authority to issue was
increased to 200,000,000 shares from 100,000,000
shares.
(a) Copy of the Registrant's Certificate of Amendment
of Certificate of Incorporation
SIGNATURE
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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.
PAINE WEBBER GROUP INC.
By: /s/ REGINA DOLAN
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Regina Dolan
Vice President and
Chief Financial Officer
Dated: June 15, 1994
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EXHIBIT INDEX
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(a) Copy of the Registrant's Certificate of Amendment of Certificate of
Incorporation
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PAINE WEBBER GROUP INC.
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
Paine Webber Group Inc., a Delaware corporation (the "Corporation"),
DOES HEREBY CERTIFY as follows:
1. At a meeting of the Board of Directors of the Corporation duly
called and held on February 22, 1994, a resolution was duly adopted setting
forth a proposed amendment to the Restated Certificate of Incorporation of the
Corporation, declaring such amendment to be advisable and directing that such
amendment be submitted to the stockholders of the Corporation at the next
annual meeting of stockholders for approval thereof. The resolution setting
forth the proposed amendment is as follows:
RESOLVED, that the board of directors deems it advisable that
the restated certificate of incorporation of the corporation be
amended by amending the first sentence of Section 1 of Article IV to
read as follows:
"The total number of shares of capital stock which the
Corporation shall have the authority to issue is 20,000,000 shares of
Series Preferred Stock of the par value of $20 each and 200,000,000
shares of Common Stock of the par value of $1 each. Such Series
Preferred Stock and Common Stock are sometimes hereinafter
collectively called `capital stock'."
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and that such amendment be, and it hereby is, adopted subject to
requisite approval by the stockholders of the Corporation at the next
annual meeting of the Corporation; and that if such amendment to the
restated certificate of incorporation shall be approved by the
requisite vote of the stockholders of the Corporation, the chairman of
the board, the president or any vice president of the Corporation be,
and each of them hereby is, authorized to prepare, execute, file and
record in accordance with section 103 of the General Corporation Law
of the State of Delaware such amendment to the restated certificate of
incorporation with such changes therein as may be approved by the
officer executing the same, the execution and delivery thereof with
such changes to be conclusive evidence of his approval thereof,
2. Thereafter, at the Annual Meeting of Stockholders of the
Corporation, duly called and held on May 5, 1994, the stockholders of the
Corporation voted the necessary number of shares, as required by statute, in
favor of the proposed amendment.
3. Said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment has been made under
the seal of the Corporation and has been signed by the undersigned, Theodore A.
Levine, Vice president of the Corporation, and attested by
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Dorothy F. Haughey, Assistant Secretary of the Corporation, this 3rd day of
June, 1994.
PAINE WEBBER GROUP INC.
By: /s/ Theodore A. Levine
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Theodore A. Levine
Vice President
[Corporate Seal]
Attest:
/s/ Dorothy F. Haughey
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Dorothy F. Haughey
Assistant Secretary
