FORM 4
/ / Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligation may
continue. See instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person
General Electric Company
2. Issuer Name and Ticker or Trading Symbol
Paine Webber Group Inc. (PWJ)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
December 1997
5. If Amendment, Date of Original (Month/Year)
n/a
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( X ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<PAGE>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Trans- 3. Trans- 4. Securities 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) action action Acquired (A) or Secur- Form: Indirect
Date Code Disposed of (D) ities Direct (D) Beneficial
(Month/ (Instr. (Instr. 3, 4 Benefici- or Ownership
Day/ 8) and 5) ally Indirect (Instr. 4)
Year) Owned at (I)
----------- ----------------- End of (Instr. 4)
Month
(Instr.
3 and 4)
Code Amount (A) Price
or
(D)
<S> <C> <C> <C> <C> <C> <C>
Common Stock 12/4/97 P 8,273,600 A $12.0867 31,523,600 I Owned by direct
and indirect
wholly owned
subsidiaries
</TABLE>
Reminder: Report on a separate line for each class of securities benefically
owned directly or indirectly.
<PAGE>
Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Conversion 3. Transaction 4. Transaction 5. Number of 6. Date
Security or Exercise Date Code Derivative Exercisable
(Instr. 3) Price of (Month/ (Instr. 8) Securities and
Derivative Day/Year) Acquired (A) Expiration
Security or Disposed Date
of (D) (Month/
(Instr. 3, 4, Day/Year)
and 5)
---------------- ---------------- -----------------------
Code (A) (D) Date Expira-
Exer- tion
cisable Date
<S> <C> <C> <C> <C> <C>
Convertible Preferred Stock $12.0867 12/4/97 C 1,000,000 12/16/94 See Note 1
</TABLE>
Table II (continued)
<TABLE>
<CAPTION>
7. Title and Amount of 8. Price of Derivative 9. Number of Derivative 10. Ownership Form of 11. Nature of Indirect
Underlying Securities Security (Instr. 5) Securities Beneficially Derivative Security Beneficial Ownership
Owned at End of Month Direct (D) or Indirect (I) (Instr. 4)
(Instr. 4) (Instr. 4)
- ----------------------------
Title Amount or
Number of
Shares
<S> <C> <C> <C> <C>
Common Stock 8,273,600 See Note 1 0 n/a n/a
</TABLE>
Explanation of Responses:
Note 1: On December 4, 1997, General Electric Capital Corporation ("GECC"), an
indirect wholly owned subsidiary of the reporting person, exercised its
right to convert the 1,000,000 shares of Paine Webber Convertible Preferred
Stock ("Preferred Stock") owned by GECC into shares of Common Stock. The
1,000,000 shares of Preferred Stock were convertible into 8,273,600 shares
of Common Stock. The Preferred Stock was acquired by GECC on 12/16/94
pursuant to an Asset Purchase Agreement among the reporting person, Paine
Webber Group Inc., and Kidder, Peabody Group, Inc. Pursuant to the terms of
the Preferred Stock, convertibility would have expired in connection with
notice of redemption by the issuer, which notice was not given.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/S/ ROBERT E. .HEALING
**Signature of Reporting Person Date 1/12/98
Robert E. Healing on behalf of
General Electric Company
