<PAGE>
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 earliest event reported): March 9, 1994
PAINE WEBBER GROUP INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE No. 1-7367 No. 13-2760086
_______________ ________________ __________________
(State or other (Commission (IRS employer
jurisdiction of File Number) Identification No.)
incorporation)
1285 Avenue of the Americas
New York, New York 10019
___________________________ ________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (212) 713-2000
<PAGE>
Item 5. Other Events.
______ ____________
On March 16, 1994, Paine Webber Group Inc. (the "Registrant")
completed the sale of 5,000,000 U.S. Dollar Increase Warrants on the
Japanese Yen Expiring March 6, 1996 (the "Warrants").
The Warrants were issued under the Warrant Agreement, dated as of
March 16, 1994, among the Registrant, Citibank, N.A., as Warrant Agent,
and PaineWebber Incorporated, as Spot Rate Reference Agent.
Item 7. Financial Statements, Pro Forma
______ _______________________________
Financial Information and Exhibits
__________________________________
(c) The following are filed as Exhibits to this Report:
Exhibit
Number Description
1.1 Underwriting Agreement, dated March 9, 1994, among the
Registrant, PaineWebber Incorporated and Kemper Securities,
Inc., relating to the offer and sale of the Warrants.
4.1 Warrant Agreement, dated as of March 16, 1994, among the
Registrant, Citibank, N.A., as Warrant Agent, and PaineWebber
Incorporated, as Spot Rate Reference Agent, relating to the
Warrants.
4.2 Forms of Warrant Certificates relating to the Warrants
(filed as Exhibits A and A-1 to Exhibit 4.1).
8.1 Opinion of Latham & Watkins concerning tax matters.
23.1 Consent of Latham & Watkins (included as part of Exhibit 8.1).
<PAGE>
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.
Date March 17, 1994 By: /s/ Regina A. Dolan
----------------------
Name: Regina A. Dolan
Title: Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
1.1 Underwriting Agreement, dated March 9, 1994, among the
Registrant, PaineWebber Incorporated and Kemper Securities, Inc.,
relating to the offer and sale of the Warrants.
4.1 Warrant Agreement, dated as of March 16, 1994, among the Registrant,
Citibank, N.A., as Warrant Agent, and PaineWebber Incorporated,
as Spot Rate Reference Agent, relating to the Warrants (incorporated
by reference to Exhibit 2 of Amendment No. 1 to the Registration
Statement (No. 33-53776) filed on Form 8-A/A dated March 17, 1994).
4.2 Forms of Warrant Certificates relating to the Warrants (filed as
Exhibits A and A-1 to Exhibit 4.1).
8.1 Opinion of Latham & Watkins concerning tax matters.
23.1 Consent of Latham & Watkins (included as part of Exhibit 8.1).
Exhibit 1.1
(CONFORMED COPY)
PAINE WEBBER GROUP INC.
Exchange Rate Currency Warrants
UNDERWRITING AGREEMENT
March 9, 1994
PaineWebber Incorporated
Kemper Securities, Inc.
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
Dear Sirs:
Paine Webber Group Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to PaineWebber
Incorporated and Kemper Securities, Inc. (the "Underwriters"),
for whom PaineWebber Incorporated is acting as representative
(the "Representative"), the aggregate number of U.S. Dollar
Increase Warrants on the Japanese Yen Expiring March 6, 1996 set
forth in Schedule I hereto (the "Warrants") to be issued under
the Warrant Agreement (the "Warrant Agreement") identified in
Schedule I hereto.
The Company and the Underwriters, in accordance with
the requirements of Schedule E ("Schedule E") of the By-Laws of
the National Association of Securities Dealers, Inc. (the "NASD")
and subject to the terms and conditions stated herein, also
hereby confirm the engagement of the services of the underwriter
identified in Schedule I hereto (the "Independent Underwriter")
as a "qualified independent underwriter" within the meaning of
Section 2(l) of Schedule E in connection with the offering and
sale of the Warrants.
1. Sale and Purchase of the Warrants. The Company
agrees to sell to each Underwriter, and each Underwriter, on the
basis of the representations, warranties and agreements herein
contained, but subject to the terms and condition herein
contained, agrees, severally and not jointly, to purchase from
the Company, at the purchase price set forth in Schedule I
hereto, the number of Warrants set forth opposite the name of
such Underwriter in Schedule II hereto.
2. Delivery and Payment. Delivery of the Warrants by
the Company to the Representative for the respective accounts of
the several Underwriters, and payment by the Underwriters of the
purchase price therefor by certified or official bank check or
checks payable in New York Clearing House (next day) funds to the
Company, shall take place at the office, on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed as provided in Section 11 hereof or by agreement
between the Representative and the Company (such date and time of
delivery and payment for the Warrants being herein called the
"Closing Date"). The Company shall not be obligated to deliver
any of the Warrants except upon payment for all the Warrants to
be purchased hereunder.
Certificates evidencing the Warrants shall be
registered in such names and shall be in such denominations as
the Representative shall request no later than the close of
business on the third business day before the Closing Date. Such
Certificates shall be made available to the Representative for
checking and packaging, at such place in New York City as is
designated by the Representative, no later than 10:00 A.M. on the
business day prior to the Closing Date.
3. Registration Statement and Prospectus; Public
Offering. The Company represents and warrants to each
Underwriter that the Company meets the requirements for the use
of Form S-3 under the Securities Act of 1933, as amended, and the
rules and regulations adopted thereunder (respectively, the
"Securities Act" and the "Securities Act Rules"), and has
carefully prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
3 (the file number of which is set forth in Schedule I hereto),
including a form of prospectus, for the registration under the
Securities Act of the Warrants, and that such registration
statement has become effective under the Securities Act. Such
registration statement, as amended at the date of this Agreement,
meets the requirements set forth in Rule 415(a)(1)(i) under the
Securities Act and complies in all other material respects with
such Rule. The Company proposes either (i) to file with the
Commission pursuant to Rule 424(b)(2) or (5) under the Securities
Act a supplement to the form of basic prospectus included in such
registration statement relating to the Warrants and the plan of
distribution thereof or (ii) to file with the Commission pursuant
to Rule 424(b)(1) under the Securities Act a form of prospectus
supplement that discloses information previously omitted from the
prospectus supplement filed as part of the effective registration
statement in reliance upon Rule 430A under the Securities Act.
The registration statement, as amended at the date of this
Agreement, including the exhibits thereto and all documents
incorporated therein by reference pursuant to Item 12 of Form S-3
(the "Incorporated Documents"), is hereinafter referred to as the
"Registration Statement", and the prospectus included in such
Registration Statement, as supplemented in accordance with the
preceding sentence, including the Incorporated Documents, as
first filed with the Commission pursuant to Rule 424(b), is
hereinafter referred to as the "Prospectus". Any preliminary
form of the Prospectus which has heretofore been filed as part of
the Registration Statement or pursuant to Rule 424 under the
Securities Act is hereinafter referred to as a "Preliminary
Prospectus". Any reference herein to the Registration Statement,
the Prospectus or any Preliminary Prospectus shall be deemed to
refer to and include the Incorporated Documents which were filed
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement or the
issue date of the Prospectus or any Preliminary Prospectus, as
the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement, the Prospectus or any Preliminary Prospectus shall be
deemed to refer to and include the filing of any Incorporated
Documents under the Exchange Act after the date of this Agreement
or the issue date of the Prospectus or any Preliminary
Prospectus, as the case may be. If the Company proposes to
proceed under clause (ii) above, then the Company represents and
warrants to each Underwriter that the Registration Statement, on
the date that it was declared effective, omitted only that
information described in Rule 430A(a) under the Securities Act.
The Company understands that the Underwriters propose
to make a public offering of the Warrants, as described in the
Prospectus, as soon as the Underwriters deem advisable. The
Company hereby confirms that the Underwriters and dealers have
been authorized to distribute or cause to be distributed each
Preliminary Prospectus and are authorized to distribute the
Prospectus and any amendments or supplements thereto.
4. Independent Underwriter.
(a) The Company hereby confirms its engagement of the
services of the Independent Underwriter as, and the Independent
Underwriter hereby confirms its agreement with the Company to
render services as, a "qualified independent underwriter" within
the meaning of Section 2(l) of Schedule E with respect to the
offering and sale of the Warrants.
(b) The Independent Underwriter hereby represents and
warrants to, and agrees with, the Company and the other
Underwriters that with respect to the offering and sale of the
Warrants as described in the Prospectus:
(i) The Independent Underwriter constitutes a
"qualified independent underwriter" within the meaning of
Section 2(l) of Schedule E;
(ii) The Independent Underwriter has participated in
the preparation of the Prospectus and has exercised the
usual standards of "due diligence" in respect thereto;
(iii) The Independent Underwriter has undertaken the
legal responsibilities and liabilities of an underwriter
under the Securities Act specifically including those
inherent in Section 11 thereof;
(iv) Based on (1) a review of the Company, including
an examination of the Registration Statement, information
regarding the earnings, assets and capital structure of the
Company and other pertinent financial and statistical data,
(2) inquiries of and conferences with the management of the
Company, its counsel and independent public accountants
regarding the business and operations of the Company,
(3) consideration of the prospects for the industry in which
the Company competes, estimates of the business potential of
the Company, assessments of its management, the general
condition of the securities markets at the time of the
offering, market prices of and financial and operating data
concerning other companies in the Company's industry that
have issued similar securities and the market prices of and
demand for such similar securities, and (4) such other
studies, analyses and investigations as the Independent
Underwriter has deemed appropriate, and assuming that the
offering of the Warrants is made as contemplated herein and
in the Prospectus, the Independent Underwriter recommends,
as of the date of the execution and delivery of this
Agreement, that the public offering price for the Warrants
not exceed the amount set forth in Schedule I hereto, which
price should in no way be considered or relied upon as an
indication of the value of the Warrants; and
(v) Subject to the provisions of Section 6 hereof, the
Independent Underwriter will furnish to the other
Underwriters at the Closing Date a letter, dated the date of
delivery thereof, in form and substance satisfactory to such
Underwriters, to the effect of clauses (i) through (iv)
above.
(c) The Company, the Independent Underwriter and the
other Underwriters agree to comply in all material respects with
all of the requirements of Schedule E applicable to them in
connection with the offering and sale of the Warrants. The
Company agrees to cooperate with the Underwriters, including the
Independent Underwriter, to enable the Underwriters to comply
with Schedule E and the Independent Underwriter to perform the
services contemplated by this Agreement.
(d) As compensation for the services of the
Independent Underwriter hereunder, the Company agrees to pay the
Independent Underwriter the amount, if any, set forth on
Schedule I hereto on the Closing Date. In addition, the Company
agrees promptly to reimburse the Independent Underwriter for the
amount, if any, set forth on Schedule I hereto for all out-of-
pocket expenses, including fees and disbursements of counsel,
reasonably incurred in connection with this Agreement and the
services to be rendered hereunder.
(e) The Independent Underwriter hereby consents to the
references to it as set forth under the caption "Underwriting" or
"Plan of Distribution" in the Prospectus and in any amendment or
supplement hereto made in accordance with Section 7 hereof.
5. Representations and Warranties of the Company. The
Company represents and warrants to each of the Underwriters as
follows:
(a) No stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the
Commission; and the Commission has issued no order
preventing or suspending the use of the Prospectus or any
Preliminary Prospectus.
(b) Each Preliminary Prospectus as of its date
conformed in all material respects to the requirements of
the Securities Act and the Securities Act Rules, and did not
include any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein, in the light of
the circumstances under which they were made, not
misleading; except that this representation does not apply
to statements or omissions in any Preliminary Prospectus
made in reliance on and in conformity with information
furnished in writing to the Company by the Representative on
behalf of any Underwriter expressly for use in such
Preliminary Prospectus.
(c) On the effective date of the registration
statement relating to the Warrants, such registration
statement complied in all material respects to the
requirements of the Securities Act and the Securities Act
Rules and such registration statement did not include any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, and, as of the
date hereof, when, before the Closing Date, any amendment to
the Registration Statement becomes effective, when, before
the Closing Date, any Incorporated Document is filed with
the Commission, when any supplement to the Prospectus is
filed with the Commission and at the Closing Date, the
Registration Statement, the Prospectus and any such
amendment or supplement will comply in all material respects
with the requirements of the Securities Act and the
Securities Act Rules, the Incorporated Documents will comply
in all material respects with the requirements of the
Exchange Act and the rules and regulations adopted by the
Commission thereunder, and no part of the Registration
Statement, the Prospectus or any such amendment or
supplement will include an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; except that this representation and warranty
does not apply to statements or omissions in the
Registration Statement or Prospectus (or in amendments and
supplements thereto) made in reliance on and in conformity
with information furnished in writing to the Company by the
Representative on behalf of any Underwriter expressly for
use therein.
(d) The certificates delivered pursuant to
Section 6(d) hereof were on the dates on which they were
delivered, or will be on the dates on which they are to be
delivered, in all material respects true and complete.
(e) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by the Company of the transactions
contemplated by this Agreement, except those which have been
obtained or which may be required under the Securities Act
and such qualifications as may be required under state
securities or "Blue Sky" laws in connection with the
purchase and distribution of the Warrants by the
Underwriters, and consummation of such transactions will not
result in the breach of any terms of, or constitute a
default under, any other agreement or undertaking of the
Company.
6. Conditions of the Underwriters' and the Independent
Underwriter's Obligations. The obligations of the Underwriters
hereunder to purchase the Warrants on the Closing Date and the
obligations of the Independent Underwriter contained in Section 4
hereof are subject to the accuracy, on the date of this Agreement
and on the Closing Date, of the representations and warranties of
the Company contained herein, to the accuracy and completeness of
all statements made by the Company or by any of its officers in
any certificate delivered to the Underwriters or their counsel
pursuant to this Agreement, to the performance by the Company of
its obligations hereunder and to each of the following additional
conditions:
(a) The Prospectus shall have been filed with the
Commission in accordance with Rule 424(b) of the Securities
Act Rules within the applicable time period prescribed for
such filing by the Securities Act Rules and in accordance
with Section 7(a) of this Agreement.
(b) No order suspending the effectiveness of the
Registration Statement shall be in effect and no proceedings
for such purpose shall be pending before or threatened by
the Commission, and any requests for additional information
on the part of the Commission (to be included in the
Registration Statement or the Prospectus or otherwise) shall
have been complied with to the reasonable satisfaction of
the Representative.
(c) Since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, (1) there shall not have been any material
change in the capital stock or long-term debt of the Company
and its subsidiaries taken as a whole other than as set
forth in or contemplated by the Registration Statement and
Prospectus, (2) there shall not have been any material
adverse change, or any development involving such a
prospective change, in the general affairs, prospects,
management, financial condition or results of operations of
the Company and its subsidiaries taken as a whole, whether
or not arising from transactions in the ordinary course of
business, in each case other than as set forth in or
contemplated by the Registration Statement and Prospectus
and (3) the Company and its subsidiaries shall not have
sustained any material loss or interference with their
business from fire, explosion, earthquake, flood or other
calamity, whether or not covered by insurance, or from any
court, legislative or other governmental action, order or
decree which is not set forth in the Registration Statement
and Prospectus if, in the judgment of the Underwriters, any
such development referred to in clauses (1), (2) or (3)
above makes it impracticable or inadvisable to proceed with
the offering and delivery of the Warrants as contemplated by
the Registration Statement and the Prospectus.
(d) The Underwriters shall have received on the
Closing Date a certificate, dated the date of delivery of
such certificate, of a vice president and the principal
financial or accounting officer of the Company, which shall
certify that (1) the signers have carefully examined the
Registration Statement, the Prospectus and this Agreement;
(2) no order suspending the effectiveness of the
Registration Statement or prohibiting the sale of the
Warrants has been issued and no proceedings for such purpose
are pending before or, to the knowledge of such officers,
threatened by the Commission; (3) there has not been any
material adverse change, or any development involving such a
prospective change, in the general affairs, prospects,
management, financial condition or results of operations of
the Company and its subsidiaries taken as a whole, whether
or not arising in the ordinary course of business, other
than as set forth in or contemplated in the Registration
Statement and Prospectus; (4) each of the representations
and warranties of the Company contained in Section 5 of this
Agreement is accurate on and as of the date of delivery of
such certificate; and (5) the Company has performed all
covenants and agreements contained in this Agreement to be
performed on its part at or before the date of delivery of
such certificate.
(e) The Underwriters shall have received on the
date hereof, from Ernst & Young, a signed letter, dated the
date of delivery, substantially in the form of Annex A
hereto, with such modifications as may be set forth in
Schedule I hereto. The Underwriters also shall have
received on the Closing Date, from such accountants, a
signed letter, dated the date of delivery, confirming that,
on the basis of a review in accordance with the procedures
set forth in their initial letter referred to in the
preceding sentence, nothing has come to their attention
during the period from a date (specified in such initial
letter) not more than five days before the date of this
Agreement to a specified date not more than five days before
the Closing Date that would require any change in such
initial letter.
(f) The Underwriters shall have received on the
Closing Date, from Cravath, Swaine & Moore, counsel for the
Company, an opinion, dated the date of delivery,
substantially in the form of Annex B hereto.
(g) The Underwriters shall have received on the
Closing Date, from Theodore A. Levine, General Counsel of
the Company, an opinion, dated the date of delivery,
substantially in the form of Annex C hereto.
(h) The Underwriters shall have received on the
Closing Date, from Latham & Watkins, counsel for the
Underwriters, an opinion or opinions, dated the date of
delivery, with respect to the incorporation of the Company,
the validity of the Warrants, the Registration Statement and
Prospectus, certain tax matters and such other matters as
you may require, and the Company shall have furnished to
such counsel such documents as they may request for the
purpose of enabling them to pass on such matters.
(i) No order suspending trading or striking or
withdrawing the Warrants from listing or registration under
the Exchange Act shall be in effect and no proceedings for
such purpose shall be pending before or threatened by the
Commission or by the American Stock Exchange.
All opinions, letters, evidence and certificates
mentioned above or elsewhere in this Agreement shall be deemed to
be in compliance with the provisions of this Agreement only if
they are in form and scope satisfactory to counsel for the
Underwriters.
7. Covenants. The Company covenants and agrees with
the Underwriters as follows:
(a) Before the termination of the offering of the
Warrants, not to file any amendment or supplement (including
the Prospectus) to the Registration Statement or the
Prospectus unless a copy thereof shall have first been
submitted to the Underwriters within a reasonable period of
time prior to the filing thereof and the Underwriters shall
not have objected thereto in writing. Subject to the
foregoing sentence, the Company promptly will cause the
Prospectus to be filed with the Commission pursuant to
Rule 424(b) of the Securities Act Rules within the
applicable time period prescribed for such filing by the
Securities Act Rules.
(b) As soon as the Company is advised thereof, it
will advise the Underwriters (1) when any amendment to the
Registration Statement has become effective, (2) when the
Prospectus, any supplement to the Prospectus or any amended
Prospectus has been filed, (3) of the initiation or
threatening of any proceedings for, or receipt by the
Company of any notice with respect to, the suspension of the
qualification of the Warrants for sale in any jurisdiction
or the issuance of any order suspending the effectiveness of
the Registration Statement; and (4) of receipt by the
Company or any representative or attorney of the Company of
any other communication from the Commission relating to the
Company (except for routine communications relating to the
broker-dealer business of the Company), the Registration
Statement, any Preliminary Prospectus, the Prospectus or the
transactions contemplated by this Agreement. The Company
will make every reasonable effort to prevent the issuance of
an order suspending the effectiveness of the Registration
Statement and if any such order is issued to obtain its
lifting as soon as possible.
(c) The Company will deliver to the Underwriters,
without charge, (1) signed copies of the Registration
Statement and of any supplements or amendments thereto
(including all exhibits filed with or incorporated by
reference in any such document) and (2) as many conformed
copies of the Registration Statement and of any supplements
or amendments thereto (without exhibits) as the Underwriters
reasonably may request.
(d) During such period as a prospectus is
required by law to be delivered by any Underwriter or
dealer, the Company will deliver, without charge, to the
Underwriters and dealers, at such office or offices as the
Underwriters may designate, as many copies of the Prospectus
as the Underwriters reasonably may request.
(e) During the period in which the Prospectus is
to be delivered as provided in the foregoing paragraph, if
any event occurs as a result of which it shall be necessary
to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances
existing when the Prospectus is delivered to a purchaser,
not misleading in any material respect, or if during such
period it is necessary to amend or supplement the Prospectus
to comply with the Securities Act or the Securities Act
Rules, the Company forthwith will prepare, submit to the
Underwriters, file with the Commission and deliver, without
charge, to the Underwriters and to dealers (whose names and
addresses the Representative will furnish to the Company) to
whom Warrants may have been sold by the Underwriters, and to
other dealers upon request, amendments or supplements to the
Prospectus so that the statements in the Prospectus, as so
amended or supplemented, will not, in the light of the
circumstances existing when the Prospectus, as so amended or
supplemented, is delivered to a purchaser, be misleading in
any material respect and will comply with the Securities Act
and the Securities Act Rules. Delivery by the Underwriters
of any such amendments or supplements to the Prospectus
shall not constitute a waiver of any of the conditions set
forth in Section 6.
(f) The Company will make generally available to
the Company's security holders, as soon as practicable but
in no event later than 45 days after the end of the 12-month
period beginning at the end of the current fiscal quarter of
the Company, an earnings statement which satisfies the
provisions of Section 11(a) of the Securities Act and
Rule 158 of the Securities Act Rules.
(g) The Company will take such action as the
Representative reasonably may request in order to qualify
the Warrants for offer and sale under the securities or Blue
Sky laws of such jurisdictions as the Representative
reasonably may designate; provided that in no event shall
the Company be obligated to subject itself to taxation or to
qualify to do business in any jurisdiction where it is not
now so qualified or to take any action that would subject it
to service of process in suits, other than those arising out
of the offering or sale of the Warrants, in any jurisdiction
where it is not now so subject.
(h) For so long as any Warrants shall remain
outstanding, the Company will supply to the Underwriters
copies of such financial statements and other periodic and
special reports as the Company may from time to time
distribute generally to its lenders or to the holders of any
of its securities and to furnish to the Underwriters a copy
of each annual or other report it shall be required to file
with the Commission.
(i) The Company will pay, or reimburse if paid by
the Underwriters, whether or not the transactions
contemplated hereby are consummated or this Agreement is
terminated, all costs and expenses incident to the
performance of the obligations of the Company under this
Agreement including, but not limited to, those relating to
(1) the preparation, printing and filing of the Registration
Statement and exhibits thereto, each Preliminary Prospectus,
the Prospectus and all amendments and supplements to the
Registration Statement and the Prospectus and the printing
of this Agreement; (2) the issuance of the Warrants and the
preparation and delivery to the Underwriters of certificates
for the Warrants; (3) the registration or qualification of
the Warrants for offer and sale under the securities or Blue
Sky laws of the various jurisdictions referred to in
paragraph (g) above, including the reasonable fees and
disbursements of counsel for the Underwriters in connection
with such registration and qualification and the preparation
and printing of preliminary and supplementary Blue Sky
memoranda; (4) the furnishing (including costs of shipping
and mailing) to the Underwriters and to dealers of copies of
each Preliminary Prospectus, the Prospectus and all
amendments or supplements to the Prospectus, and of the
other documents required by this Section to be so furnished;
(5) the filing requirements of the National Association of
Securities Dealers, Inc. in connection with its review of
the financing; (6) the furnishing (including costs of
shipping and mailing) of copies of all reports and
information required by paragraph (h) above; (7) any fees
charged by rating agencies in connection with the rating of
the Warrants; (8) the fees and expenses of the warrant agent
and spot rate reference agent under any Warrant Agreement;
(9) the fees and expenses in connection with listing the
Warrants on the American Stock Exchange or any other
exchange or automated quotation system; and (10) all
transfer taxes, if any, with respect to the sale and
delivery of the Warrants by the Company to the several
Underwriters.
(j) The Company will use the proceeds from the
sale of the Warrants substantially as described under "Use
of Proceeds" in the Prospectus subject to any change in
circumstances that would make such uses inappropriate.
(k) The Company will use its best efforts to
effect the listing of the Warrants on the American Stock
Exchange at or before the Closing Date and to comply with
the rules and regulations of such Exchange.
(l) Until the business day following the Closing
Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any exchange rate currency warrants
relating to the same or similar specified non-U.S. currency
as the Warrants without the prior written consent of the
Underwriters.
8. Indemnification.
(a) The Company will indemnify and hold harmless each
Underwriter and each person, if any, who controls each
Underwriter within the meaning of Section 15 of the Securities
Act against any and all losses, claims, damages and liabilities,
joint or several (including any reasonable investigation, legal
and other expenses incurred in connection with, and, subject to
Section 8(e) hereof, any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they,
or any of them, may become subject under the Securities Act, the
Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that
such indemnity shall not inure to the benefit of any Underwriter
(or any person controlling such Underwriter) on account of any
losses, claims, damages, liabilities or actions arising from the
sale of the Warrants in the public offering to any person by such
Underwriter if such untrue statement or omission or alleged
untrue statement or omission (1) was made in such Preliminary
Prospectus, the Registration Statement or the Prospectus, or any
such amendment or supplement, in reliance upon and in conformity
with information furnished in writing to the Company by the
Representative on behalf of any Underwriter expressly for use
therein or (2) was made in a Preliminary Prospectus if the
Prospectus corrects the untrue statement or omission or alleged
untrue statement or omission which is the basis of the loss,
claim, damage or liability for which indemnification is sought
and a copy of the Prospectus was not sent or given to such person
at or before the confirmation of the sale to such person in any
case where such delivery is required by the Securities Act,
unless such failure to deliver the Prospectus was a result of
noncompliance by the Company with Section 7(e) hereof. This
indemnity agreement shall be in addition to any liability that
the Company might otherwise have.
(b) Each Underwriter will indemnify and hold harmless
the Company, each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act and each director
and officer of the Company who signs the Registration Statement
to the same extent as the foregoing indemnity from the Company to
the Underwriters, but only insofar as such losses, claims, damage
or liabilities arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission
which was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with information
furnished in writing to the Company by the Representative on
behalf of such Underwriter expressly for use therein. This
indemnity agreement shall be in addition to any liability that
each Underwriter might otherwise have.
(c) The Company will indemnify and hold harmless the
Independent Underwriter and each person, if any, who controls the
Independent Underwriter within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable
investigation, legal and other expenses incurred in connection
with and, subject to Section 8(e) hereof, any amount paid in
settlement of, any action, suit or proceeding or any claim
asserted), to which they, or any of them, may become subject
under the Securities Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out
of or are based upon the Independent Underwriter's activities as
"qualified independent underwriter" with respect to the offering
and sale of the Warrants (but only to the extent that such
activities are not also within the scope of the Independent
Underwriter's activities as an Underwriter hereunder); provided,
however, that such indemnity shall not extend to any losses,
claims, damages, liabilities or actions to the extent that they
arise out of or are based upon the bad faith or gross negligence
of the Independent Underwriter in performing the services
referred to in Section 4 hereof. This indemnity agreement shall
be in addition to any liability that the Company might otherwise
have.
(d) The Company acknowledges that only such
information as is described in Schedule I hereto in the item
captioned "Information Furnished by Underwriters" shall be deemed
to be information furnished in writing to the Company by an
Underwriter expressly for use in any Preliminary Prospectus, the
Registration Statement or the Prospectus, and the Underwriters
confirm that such information is correct.
(e) Any party that proposes to assert the right to be
indemnified under this Section will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section, notify each
such indemnifying party of the commencement of such action, suit
or proceeding, enclosing a copy of all papers served but the
omission so to notify such indemnifying party of any such action,
suit or proceeding shall not relieve it from any liability that
it may have to any indemnified party otherwise than under this
Section. In case any such action, suit or proceeding shall be
brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that
it elects by delivering written notice to the indemnified party
promptly after receiving notice of the commencement of the action
from the indemnified party, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party
for any legal or other expenses, except as provided below and
except for the reasonable costs of investigation subsequently
incurred by such indemnified party, in connection with the
defense thereof. The indemnified party shall have the right to
employ its counsel in any such action, but the fees and expenses
of such counsel shall be at the expense of such indemnified party
unless (1) the employment of counsel by such indemnified party
has been authorized in writing by the indemnifying parties,
(2) the indemnified party shall have reasonably concluded that
there may be a conflict of interest between the indemnifying
parties and the indemnified party in the conduct of the defense
of such action (in which case the indemnifying parties shall not
have the right to direct the defense of such action on behalf of
the indemnified party) or (3) the indemnifying parties shall not
in fact have employed counsel to assume the defense of such
action within a reasonable time after their receipt of notice of
the commencement of such action, in each of which cases the fees
and expenses of counsel for the indemnified party shall be at the
expense of the indemnifying parties and all such fees and
expenses shall be reimbursed as they are incurred. An
indemnifying party shall not be liable for any settlement of any
action or claim effected without its written consent or, in
connection with any proceeding or related proceeding in the same
jurisdiction, for the fees and expenses of more than one separate
counsel for all indemnified parties.
9. Contribution. In order to provide for just and
equitable contribution in circumstances in which the
indemnification provided for in Section 8(a) or (b) is applicable
but for any reason is held to be unavailable from the Company or
the Underwriters, as the case may be, the Company and the
Underwriters shall contribute to the aggregate losses, claims,
damages and liabilities (including any investigation, legal and
other expenses reasonably incurred in connection with, and,
subject to Section 8(e) hereof, any amount paid in settlement of,
any action, suit or proceeding or any claims asserted, but after
deducting any contribution received by the Company from persons
other than the Underwriters, such as persons who control the
Company within the meaning of the Securities Act, officers of the
Company who signed the Registration Statement and directors of
the Company, who may also be liable for contribution) to which
the Company and the Underwriters may be subject in such
proportion so that the Underwriters are responsible for that
portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to
the public offering price appearing thereon and the Company is
responsible for the balance. If, however, the allocation
provided by the immediately preceding sentence is not permitted
by applicable law, then the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and
liabilities (including the items mentioned in the immediately
preceding sentence) to which the Company and the Underwriters may
be subject in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the
Company, on the one hand, and the Underwriters, on the other, as
well as any other relevant equitable considerations (including
the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent any misstatement or
omission). Notwithstanding the foregoing, (a) no Underwriter
shall be responsible for any amount in excess of the underwriting
discount applicable to the Warrants purchased by such
Underwriter, and (b) no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For
purposes of this Section, any person who controls an Underwriter
within the meaning of the Securities Act shall have the same
rights to contribution as such Underwriter, and any person who
controls the Company within the meaning of the Securities Act,
each officer of the Company who signed the Registration Statement
and each director of the Company will have the same rights to
contribution as the Company, subject in each case to clauses (a)
and (b) of the preceding sentence. Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made under
this Section, notify such party or parties from whom contribution
may be sought, but the omission so to notify such party or
parties from whom contribution may be sought shall not relieve
the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise
than under this Section. No party shall be liable for
contribution with respect to any action or claim settled without
its written consent.
10. Termination. This Agreement may be terminated by
the Representative or by any Underwriter who has agreed to
purchase at least 50% of the Warrants by notifying the Company at
any time:
(a) at or before the Closing Date if, in the
judgment of the Representative or any such Underwriter, as
the case may be, payment for and delivery of the Warrants is
rendered impracticable or inadvisable because (1) additional
material governmental restrictions, not in force and effect
on the date of this Agreement, shall have been imposed upon
trading in securities generally or minimum or maximum prices
shall have been generally established on the New York Stock
Exchange or the American Stock Exchange, or trading in
securities generally shall have been suspended on either
such Exchange or a general banking moratorium shall have
been established by Federal or New York authorities; (2) any
event shall have occurred or shall exist that makes untrue
or incorrect in any material respect any statement or
information contained in the Registration Statement or
Prospectus or that is not reflected in the Registration
Statement or Prospectus but should be reflected therein in
order to make the statements or information contained
therein not misleading in any material respect; or (3) a war
involving the United States of America or other national
calamity shall have occurred or shall have accelerated to
such an extent as, in the judgment of the Representative or
such Underwriter, as the case may be, to affect adversely
the marketability of the Warrants; or
(b) at or before the Closing Date if any of the
conditions specified in Section 6 shall not have been
fulfilled when and as required by this Agreement.
If this Agreement is terminated pursuant to any of its
provisions, except as otherwise provided herein, the Company
shall not be under any liability to the Underwriters, and the
Underwriters, including the Independent Underwriter, shall not be
under any liability to the Company, except that (A) if this
Agreement is terminated by the Underwriters because of any reason
other than a default by the Underwriters as described in
Section 11, the Company will reimburse the Underwriters for all
reasonable out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by them in
connection with the proposed purchase and sale of the Warrants
and (B) no Underwriter who has failed or refused to purchase the
Warrants agreed to be purchased by it under this Agreement,
without some reason sufficient hereunder to justify cancellation
or termination of its obligations under this Agreement, will be
relieved of liability to the Company or to the other Underwriters
for damages occasioned by its default.
11. Default by an Underwriter. If one or more of the
Underwriters fails (other than for a reason sufficient to justify
the termination of this Agreement) to purchase on the Closing
Date the Warrants agreed to be purchased on the Closing Date by
such Underwriter or Underwriters, the Representative may find one
or more substitute underwriters to purchase such Warrants or make
such other arrangements as the Representative deems advisable or
one or more of the remaining Underwriters may agree to purchase
such Warrants in such proportions as may be approved by the
Representative, in each case upon the terms set forth in this
Agreement. If no such arrangements have been made within 36
hours after the Closing Date, and
(a) the number of Warrants to be purchased by the
defaulting Underwriters on the Closing Date does not exceed
10% of the Warrants that the Underwriters are obligated to
purchase on the Closing Date, each of the nondefaulting
Underwriters will be obligated to purchase such Warrants on
the terms set forth in this Agreement in proportion to their
respective obligations under this Agreement, or
(b) the number of Warrants to be purchased by the
defaulting Underwriters on the Closing Date equals or
exceeds 10% of the Warrants to be purchased by all the
Underwriters on the Closing Date, the Company will be
entitled to an additional period of 24 hours within which to
find one or more substitute underwriters reasonably
satisfactory to the Representative to purchase such Warrants
on the terms set forth in this Agreement.
In any such case, either the Representative or the
Company will have the right to postpone the Closing Date for not
more than five business days in order that necessary changes and
arrangements (including any necessary amendments or supplements
to the Registration Statement or Prospectus) may be effected by
the Representative and the Company. If the number of Warrants to
be purchased on the Closing Date by such defaulting Underwriters
exceeds 10% of the Warrants that the Underwriters are obligated
to purchase on the Closing Date, and none of the nondefaulting
Underwriters or the Company makes arrangements pursuant to this
Section within the period stated for the purchase of the Warrants
that the defaulting Underwriters agreed to purchase, this
Agreement will terminate without liability on the part of any
nondefaulting Underwriter to the Company and without liability on
the part of the Company, except, in both cases, as provided in
Sections 4, 7(i), 8, 9 and 10. This Section will not affect the
liability of any defaulting Underwriter to the Company or the
nondefaulting Underwriters arising out of such default. A
substitute underwriter will become an Underwriter for all
purposes of this Agreement.
12. Miscellaneous. The reimbursement, indemnification
and contribution agreements contained in Sections 4, 7(i), 8, 9
and 10 and the representations, warranties and agreements of the
Company in this Agreement shall remain in full force and effect
regardless of (a) any termination of this Agreement, (b) any
investigation made by or on behalf of the Underwriters or any
person controlling any Underwriter, or by or on behalf of the
Company, its directors or officers or any person controlling the
Company and (c) delivery of and payment for the Warrants under
this Agreement.
This Agreement has been and is made for the benefit of
the Underwriters and the Company and their respective successors,
and, to the extent expressed herein, for the benefit of persons
controlling any of the Underwriters or the Company, and directors
and officers of the Company, and their respective successors, and
no other person, partnership, association or corporation shall
acquire or have any right under or by virtue of this Agreement.
The term "successors" shall not include any purchaser of Warrants
from the Underwriters merely because of such purchase.
All notices and communications hereunder shall be in
writing, and mailed or delivered by messenger or facsimile
transmission, or by telephone or telegraph, if subsequently
confirmed in writing, to the Underwriters in care of the
Representative at the Representative's address specified in
Schedule I hereto and to the Company, to its agent for service as
such agent's address appears on the cover page of the
Registration Statement.
Any action required or permitted to be taken by the
Representative under this Agreement may be taken by it or by the
Independent Underwriter.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Agreement may be executed by the parties hereto in
separate counterparts, each of which counterpart, when
so executed and delivered, shall be deemed an original, but all
such counterparts taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart of
this Agreement.
Please confirm that the foregoing correctly sets forth
the agreement among us.
Very truly yours,
PAINE WEBBER GROUP INC.
By /s/ Theodore A. Levine
----------------------
Name: Theodore A. Levine
Title: Vice President
Confirmed:
PAINEWEBBER INCORPORATED
By /s/ John C. Braddock
--------------------
Name: John C. Braddock
Title: Vice President
KEMPER SECURITIES, INC.
By /s/ John S. Gallop
------------------
Name: John S. Gallop
Title: Managing Director
SCHEDULE I
Representative: PaineWebber Incorporated
Independent Underwriter: Kemper Securities, Inc.
Independent Underwriter's
Compensation and Out-of-Pocket Expenses: None
Date of Underwriting Agreement: March 9, 1994
Registration Statement File Number: 33-53776
Warrant Agreement: To be dated as of March 16, 1994
Number of Warrants: 5,000,000
Public Offering Price Recommended
by Independent Underwriter: not to exceed $3.25 per Warrant
Purchase Price: $3.09 per Warrant
Description of Warrants
Name of Issue: U.S. Dollar Increase Warrants
on the Japanese Yen
Offering Price: $3.25 per Warrant
Put or Call Warrants: Call
First Exercise Date: Exercisable Immediately Upon Issuance
Expiration Date: March 6, 1996
Currency in which Warrants Payable: U.S. dollars
Cancellation Amount: None
Minimum Expiration Value: None
Date, Time and Place for Delivery:
March 16, 1994
10:00 A.M., New York City time
Latham & Watkins
885 Third Avenue
New York, New York 10022
Modifications to Letter from Ernst & Young: None
Information Furnished by Underwriters:
(i) The last paragraph at the bottom of the
cover page of the Prospectus Supplement
concerning the terms of the offering;
(ii) The third paragraph on page S-2 of the
Prospectus Supplement concerning
overallotment and stabilization by the
Underwriters;
(iii) The concession and reallowance figures
appearing in the second paragraph under
the caption "Underwriting" in the
Prospectus Supplement; and
(iv) The last paragraph under the caption
"Underwriting" in the Prospectus
Supplement.
Address for Notices to Representative:
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
with a copy to:
Jeffrey J. Hass, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
Modifications to Form of Underwriting Agreement: No Option
Warrants; other immaterial changes.
SCHEDULE II
Number
of Warrants
Name to Be Purchased
---------------
PaineWebber Incorporated. . . . . . . . 2,500,000
Kemper Securities, Inc. . . . . . . . . 2,500,000
---------
Total. . . . . . . . . . 5,000,000
---------
---------
ANNEX A
Ernst & Young shall furnish a letter or letters in form
and substance satisfactory to the Representative, confirming that
they are independent accountants within the meaning of the
Securities Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and stating in effect
that:
(i) in their opinion the audited financial statements
and financial statement schedules included or incorporated
in the Registration Statement and the Prospectus and
reported on by them comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the related
published rules and regulations;
(ii) on the basis of a reading of the amounts set
forth under the caption "Selected Consolidated Financial
Data" in the Prospectus and of the amounts included or
incorporated in the Registration Statement and the
Prospectus in response to Item 301 of Regulation S-K and of
the latest unaudited financial statements made available by
the Company and its subsidiaries; carrying out certain
specified procedures (but not an examination in accordance
with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to
the comments set forth in such letter, a reading of the
minutes of the meetings of the stockholders, directors,
audit and executive committees of the Company and its
subsidiaries; and inquiries of certain officials of the
Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to
transactions and events subsequent to the date of the most
recent financial statements included or incorporated in the
Registration Statement and Prospectus, nothing came to their
attention which caused them to believe that:
(1) the unaudited amounts set forth under
the caption "Selected Consolidated Financial Data" in
the Prospectus and the amounts included or incorporated
in the Registration Statement and the Prospectus in
response to Item 301 of Regulation S-K do not agree
with the corresponding amounts in the audited financial
statements from which such amounts were derived; or
(2) any unaudited financial statements
included or incorporated in the Registration Statement
and Prospectus do not comply as to form in all material
respects with applicable accounting requirements and
with the published rules and regulations of the
Commission with respect to financial statements
included or incorporated in quarterly reports on Form
l0-Q under the Exchange Act, or that such unaudited
financial statements are not fairly presented in
conformity with generally accepted accounting
principles applied on a basis substantially consistent
with that of the audited consolidated statements
incorporated by reference in the Registration Statement
and Prospectus; or
(3) with respect to the period subsequent to
the date of the most recent financial statements
included or incorporated in the Registration Statement
and Prospectus, there were any changes, at a specified
date not more than five business days prior to the date
of the letter, in the term debt or capital stock and
additional paid-in capital of the Company and its
subsidiaries as compared with the amounts shown on the
most recent consolidated balance sheet included or
incorporated in the Registration Statement and the
Prospectus, or for the period from the date of the most
recent financial statements included or incorporated in
the Registration Statement and Prospectus, to such
specified date there were any decreases, as compared
with the corresponding period in the preceding year, in
commission revenues, total revenues, earnings before
taxes on income or the total or per share amounts of
net earnings available to common and common equivalent
shares, except in all instances for changes or
decreases set forth in such letter, in which case the
letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said
explanation is not deemed necessary by the
Representative; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical
nature (which is limited to accounting, financial or
statistical information derived from the general accounting
records of the Company) set forth in the Registration
Statement and the Prospectus, including the information set
forth under the caption "Selected Consolidated Financial
Data" in the Prospectus and the information included or
incorporated in Items 1, 6, 7 and 11 of the Company's annual
report on Form 10-K incorporated in the Registration
Statement and the Prospectus, agrees with the accounting
records of the Company and its subsidiaries, excluding any
questions of legal interpretation.
References to the Registration Statement and the
Prospectus in this letter are to such documents as amended and
supplemented at the date of the letter.
ANNEX B
The opinion of Cravath, Swaine & Moore, counsel for the
Company, to the effect that:
(i) the Warrant Agreement has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company in accordance with its
terms;
(ii) the Warrants have been duly authorized, executed,
countersigned and delivered and are valid and binding
obligations of the Company in accordance with their terms,
entitled to the benefits provided by the Warrant Agreement,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles;
(iii) no consent, approval, authorization or order of
any governmental agency or body or of any court is required
for the execution and delivery of the Warrant Agreement or
the issuance of the Warrants, for the consummation of the
transactions contemplated herein or therein or for the
fulfillment of the terms hereof or thereof, except such as
have been obtained under the Securities Act and such as may
be required under the Blue Sky or securities laws of any
jurisdiction in connection with the purchase and
distribution of the Warrants by the Underwriters;
(iv) the Registration Statement has become effective
under the Act as of the date and time specified in such
opinion and the Prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) specified in
such opinion on the date specified therein; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued,
no proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Prospectus
and each amendment thereof or supplement thereto (other than
the financial statements and other financial and statistical
information contained therein as to which such counsel need
express no opinion) comply as to form in all material
respects with the applicable requirements of the Securities
Act and the Securities Act Rules; and such counsel has no
reason to believe that the Registration Statement or any
amendment thereof at the time it became effective contained
any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, as amended or supplemented, contains any untrue
statement of a material fact or omits to state a material
fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not
misleading;
(v) the Warrants conform to the description thereof in
the Prospectus;
(vi) the Warrants being issued at the Closing Date
have been duly authorized for listing, subject to official
notice of issuance and evidence of satisfactory
distribution, on the American Stock Exchange; and
(vii) this Agreement has been duly authorized,
executed and delivered by the Company.
In rendering such opinion, such counsel may rely as to
matters of fact, to the extent they deem proper, on certificates
of responsible officers of the Company and public officials.
ANNEX C
The opinion of Theodore A. Levine, General Counsel of
the Company, to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the jurisdiction in which it is chartered or
organized, with full corporate power and authority to own
its properties and conduct its business as described in the
Prospectus;
(ii) to the best knowledge of such counsel, there are
no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is
the subject, other than as set forth in the Prospectus and
other than proceedings incident to the kind of business
conducted by the Company and its subsidiaries which do not
have a substantial potential to affect materially adversely
the Company and its subsidiaries considered as a whole; and
to the best knowledge of such counsel no such proceedings
are threatened or contemplated by governmental authorities
or threatened by others;
(iii) to the best knowledge of such counsel, there is
no contract or other document of a character required to be
described in the Registration Statement or Prospectus, or to
be filed as an exhibit thereto, which is not described or
filed as required;
(iv) the documents incorporated by reference in the
Registration Statement and the Prospectus and each amendment
thereof or supplement thereto (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of the Exchange Act and the rules
thereunder; and such counsel has no reason to believe that
such documents, when they were filed with the Commission,
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; and
(v) neither the execution and delivery of the Warrant
Agreement, the issue and sale of the Warrants, the
consummation of any other of the transactions contemplated
herein or therein nor the fulfillment of the terms hereof or
thereof will conflict with, result in a breach of, or
constitute a default under the current certificate of
incorporation or by-laws of the Company, or the terms of any
indenture or other agreement or instrument known to such
counsel and to which the Company or any of its subsidiaries
is a party or bound, or any laws applicable to the Company
or any of its subsidiaries, or any order or regulation known
to such counsel to be applicable to the Company or any of
its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries.
In rendering such opinion, such counsel may rely as to
matters of fact, to the extent he deems proper, on certificates
of responsible officers of the Company and public officials.
Exhibit 8.1
March 16, 1994
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We have acted as your special tax counsel in connection
with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 5,000,000 U.S. Dollar Increase
Warrants on the Japanese Yen Expiring March 6, 1996 (the
"Warrants") of Paine Webber Group Inc. (the "Company"). We
hereby confirm to you our opinion as set forth under the caption
"Certain United States Federal Income Tax Considerations" in the
Warrant prospectus supplement (the "Prospectus Supplement"),
dated March 9, 1994, to the prospectus dated January 19, 1993,
relating to the Registration Statement on Form S-3 (File No. 33-
53776) filed by the Company with the Securities and Exchange
Commission.
We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the
Registration Statement of which the Prospectus Supplement is a
part, and the reference to us in the Prospectus Supplement under
the caption "Certain United States Federal Income Tax
Considerations". In giving such consent, we do not admit that we
are within the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Latham & Watkins
