-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iPERG9dPjxyQbb6qs6zUDrTVvtjvtnkYSEF3XxFFUo6QiS2DbUT8IJ8MszzM+9oY j0yAeBSOh+4CM+ra0uz+Iw== 0000950123-94-001057.txt : 19940701 0000950123-94-001057.hdr.sgml : 19940701 ACCESSION NUMBER: 0000950123-94-001057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940606 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07367 FILM NUMBER: 94534307 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 8-K 1 PAINE WEBBER GROUP INC. 1 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 6, 1994 ------------------ PAINE WEBBER GROUP, INC. - - - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7367 13-2760086 - - - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1285 Avenue of the Americas, New York, New York 10019 - - - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 713-2000 ------------------ Not Applicable - - - ------------------------------------------------------------------------------ (Former name or address, if changed since last report) 2 Paine Webber Group Inc. ----------------------- Item 5 and Item 7. Other Events and Exhibits - - - ------------------ ------------------------- 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 --------- 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 -------------------------- Regina Dolan Vice President and Chief Financial Officer Dated: June 15, 1994 3 EXHIBIT INDEX ------------- (a) Copy of the Registrant's Certificate of Amendment of Certificate of Incorporation EX-99.A 2 CERTIFICATE OF AMEND. OF CERTIFICATE OF INC. 1 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'." 2 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 3 Dorothy F. Haughey, Assistant Secretary of the Corporation, this 3rd day of June, 1994. PAINE WEBBER GROUP INC. By: /s/ Theodore A. Levine ----------------------- Theodore A. Levine Vice President [Corporate Seal] Attest: /s/ Dorothy F. Haughey - - - ---------------------- Dorothy F. Haughey Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----