UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PAINE WEBBER GROUP INC.
(Name of Issuer)
COMMON STOCK
$1 PAR VALUE
(Title of Class of Securities)
69562910
(Cusip Number)
GENERAL ELECTRIC COMPANY
GENERAL ELECTRIC CAPITAL SERVICES, INC.
GENERAL ELECTRIC CAPITAL CORPORATION
(Name of Persons Filing Statement)
ROBERT E. HEALING
GENERAL ELECTRIC COMPANY
3135 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 20, 1997
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement: [ ]
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-I of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
IRS NO. 14-0089340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 21,015,720 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
21,015,720 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,015,720 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.08% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-II of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC.
IRS NO. 06-1109503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 21,015,720 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
21,015,720 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,015,720 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.08% (See Item 5)
14 TYPE OF REPORTING PERSON
CO, HC
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-III of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION
IRS NO. 13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,515,720 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
5,515,720 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,515,720 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
This amendment amends a statement on Schedule 13D relating to the
common stock, $1 par value per share (the "Common Stock"), of Paine Webber
Group Inc., a Delaware corporation (the "Company"), filed with the Securities
and Exchange Commission on November 14, 1994 (the "Initial Schedule 13D"), and
amended and supplemented by Amendment No. 1 filed on December 21, 1994 and
Amendment No. 2 filed on August 8, 1997 (together with the Initial Schedule
13D, the "Schedule 13D").
Certain capitalized terms used in this statement but not otherwise
defined herein have the meanings given to them in the Schedule 13D. This
statement is being filed on behalf of General Electric Company, a New York
corporation ("GE"), General Electric Capital Services, Inc., a Delaware
corporation ("GECS") and General Electric Capital Corporation, a New York
corporation ("GECC").
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended
and supplemented by the following information:
On August 20, 1997, pursuant to a Share Purchase Agreement dated August
6, 1997 by and among GECS, GE and the Company (the "Share Purchase
Agreement"), the Company purchased all of the outstanding voting stock of
Kidder, Peabody & Co. Incorporated ("KPCI"). In exchange for all of KPCI's
voting stock, GECS received 15,500,000 shares of Common Stock, a purchase
money note for $442 million and $219 million in cash.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended
and supplemented by the following information:
The closing of the transaction contemplated by the Share Purchase
Agreement (the "Closing") occurred on August 20, 1997. At the Closing, the
Company acquired all of the outstanding voting stock of KPCI. The
consideration received by GECS in exchange for all of KPCI's voting stock was
15,500,000 shares of Common Stock, a purchase money note for $442 million and
$219 million in cash. In addition, GE and GECS have agreed to indemnify the
Company for breaches of their various representations, warranties, covenants
and agreements and with respect to certain other matters described therein.
GECS may also receive additional consideration in the future, as described in
Amendment No. 2 and as provided by the Share Purchase Agreement, attached to
Amendment No. 2 as Exhibit 99(c).
GECS acquired the 15,500,000 shares of Common Stock pursuant to the
transaction for investment. GECS intends to review from time to time the
Company's business affairs and financial position. Based on such evaluation
and review, as well as general economic and industry conditions existing at
the time, GECS may consider from time to time various alternative courses of
action as permitted by the Amended and Restated Stockholders Agreement dated
August 6, 1997 between the Company, GE, GECS, GECC and Kidder, Peabody Group
Inc., a Delaware corporation (the "Amended and Restated Stockholders
Agreement"), which became effective at the time of the Closing. The Amended
and Restated Stockholders Agreement imposes limitations on the acquisition or
disposition of Common Stock by GECS and it affiliates, as described in
Amendment No. 2 and as provided by the Amended and Restated Stockholders
Agreement, attached to Amendment No. 2 as Exhibit 99(d).
Except as set forth above and except as contemplated by the Amended and
Restated Stockholders Agreement, none of GE, GECS or GECC, or, to the best of
their knowledge, any of the persons listed on Schedule A to Amendment No. 2
has a plan or proposal which relates to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D promulgated by the Securities and Exchange Commission.
Item 5. Interest in Securities of the Company.
Item 5 of the Schedule 13D is amended and restated in its entirety to
read as follows:
(a) GECC owns 1,000,000 shares of the Company's 6% Cumulative
Convertible Redeemable Preferred Stock, Series A, stated value $100 per share
(the "Convertible Preferred Stock"). GECC, for the purpose of Rule 13d-3
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"),
directly beneficially owns 5,515,720 shares of Common Stock, such shares being
deliverable upon the exercise of the conversion privilege of the Convertible
Preferred Stock. The shares of Common Stock deliverable upon conversion of the
Convertible Preferred Stock represent approximately 6.06% of the outstanding
Common Stock of the Company, after giving effect to such conversion
(hereinafter referred to as a "conversion-diluted basis").(1)
- ------------
(1) For the purpose of this Amendment No. 3, all calculation of ownership
percentages of shares of Common Stock exclude the 21,500,000 shares of
Common Stock that were owned by KPCI immediately after the Closing.
GECS is the direct parent corporation of GECC, and, for the purpose of
Rule 13d-3 promulgated under the Exchange Act, GECS indirectly beneficially
owns 21,015,720 shares of Common Stock (15,500,000 shares of Common Stock
currently directly owned, and 5,515,720 shares of Common Stock deliverable
upon conversion of the Convertible Preferred Stock held by GECC), representing
approximately 23.08% of the outstanding Common Stock of the Company on a
conversion-diluted basis.
GE is the direct parent corporation of GECS, and, for the purpose of
Rule 13d-3 promulgated under the Exchange Act, GE indirectly beneficially owns
21,015,720 shares of Common Stock, representing approximately 23.08% of the
outstanding Common Stock of the Company on a conversion-diluted basis.
Immediately following the Closing of the Share Purchase Agreement, KPCI
ceased to be a wholly-owned subsidiary (directly or indirectly) of GE or GECS,
and became a wholly-owned subsidiary of the Company. At the time it became a
wholly-owned subsidiary of the Company, KPCI was the direct beneficial owner
of 21,500,000 shares of Common Stock.
Except as set forth in this Item 5(a), none of GE, GECS or GECC or, to
the best of their knowledge, any of the persons listed in Schedule A to
Amendment No. 2 beneficially own any Common Stock.
(b) Subject to the terms of the Amended and Restated Stockholders
Agreement, GECS, as the parent corporation of GECC, and GE, as the parent
corporation of GECS, have indirect shared power to vote and dispose of
21,015,720 shares of Common Stock.
(c) Other than the transactions described herein or in Amendment No. 2,
there were no purchases or sales of Common Stock effected during the past 60
days by GE, GECS or GECC or, to the best of their knowledge, any person listed
in Schedule A to Amendment No. 2.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Company
The response set forth in Item 6 of the Schedule 13D is hereby amended
and supplemented by the following information:
The Amended and Restated Stockholders Agreement between the Company,
GE, GECS, GECC and Kidder, Peabody Group Inc. became effective at the time of
the Closing.
Except for the Share Purchase Agreement and the Amended and Restated
Stockholders Agreement, and as described under "Item 4 -- Purpose of
Transaction" in Amendment No. 2, to the best of GE's, GECS's and GECC's
knowledge, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2 of
the Schedule 13D, and any other person, with respect to any securities of the
Company, including, but not limited to, transfer or voting of any of the
Voting Securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 20, 1997
GENERAL ELECTRIC COMPANY
By: /s/ Pamela Daley
----------------------------
Name: Pamela Daley
Title: Vice President and
Senior Counsel
for Transactions
GENERAL ELECTRIC CAPITAL
SERVICES, INC.
By: /s/ Joan Amble
----------------------------
Name: Joan Amble
Title: Vice President and
Controller
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Joan Amble
----------------------------
Name: Joan Amble
Title: Vice President and
Controller
