PAINE WEBBER GROUP INC
8-K, 1994-07-28
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>   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)   July 22, 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)

<PAGE>   2
                           Paine Webber Group Inc.
                           -----------------------

Item 5.               Other Events
- -------               ------------
                      (a) Copy of the Registrant's press release which, among
                          other things, reported results for the second quarter 
                          of 1994.

                                  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: July 28, 1994
<PAGE>   3
                                EXHIBIT INDEX
                                -------------

(a) Copy of the Registrant's press release which, among other things, reported
    results for the second quarter of 1994.


<PAGE>   1

                                                                     PaineWebber


Contact:
Jerome B. Johnston                                 Jeffrey Z. Taufield
PaineWebber Incorporated                           Kekst and Company
1200 Harbor Boulevard                              437 Madison Avenue
Weehawken, NJ 07087                                New York, NY 10022
201 902-6718                                       212 593-2655

                                                                    News Release

                                                           FOR IMMEDIATE RELEASE

                  PAINEWEBBER REPORTS SECOND QUARTER RESULTS

  -Net Earnings of $0.12 Per Share Before Non-Recurring Mutual Fund Charge-
                   -Fully Diluted Loss Per Share of $0.35-


NEW YORK, July 22, 1994 -- Paine Webber Group Inc. today reported results for
the second quarter of 1994.

For the quarter:

       o Net earnings before a previously announced charge for the
         Short-Term U.S. Government Income Fund were $9.1 million or $0.12 per
         fully diluted share.

       o Net loss, including the one-time charge, was $25.1 million or
         $0.35 per fully diluted share, compared to net earnings of $59.3
         million or $0.69 per fully diluted share a year ago.

       o Net results in the quarter include a non-recurring after-tax
         charge of approximately $34 million related to the Short-Term U.S.
         Government Income Fund.

       o Revenues, including net interest, decreased 15.7% to $579.0 million
         from the prior year quarter of $686.5 million.                        

For the six-month period:

       o Net earnings, excluding the one-time charge, were $64.8 million
         or $0.83 on a fully diluted per share basis. Net earnings, including
         the charge, were $30.6 million or $0.41 per fully diluted share versus
         $130.2 million or $1.53 for the first six months of 1993.

       o Revenues, including net interest, were $1,331.0 million, 4%
         lower than the $1,383.2 million reported in the first six months of
         1993.

more...
<PAGE>   2
Donald B. Marron, PaineWebber's chairman and chief executive officer,
said: "While this was a difficult quarter as our results were burdened by both
the non-recurring mutual fund charge and reduced activity amongst our
institutional and retail customers, we are pleased that virtually all our
businesses generated positive operating results. To meet the challenges of this
significantly changed environment, we have adjusted inventory levels,
implemented a program to reduce discretionary spending and continued our
strategic investments in recruiting producers and in technology."

Mr. Marron added, "In spite of the difficulty of this period, we
believe our key strategies continue to serve us well. We have a strong, liquid
balance sheet, a solid recurring fee base, and a diversified group of
businesses."

Discussing the details of the quarter, Mr. Marron noted the following:

          o Retail Sales and Marketing's profitability and
            success in gathering client assets continued
            despite a 14% decrease in revenues from the first
            quarter of 1994. Assets under control rose 8% from
            a year ago to $138.5 billion as of June 30, 1994.
            In addition, the number of investment executives
            totaled 5,500 at the end of the quarter, 300 more
            than last year.

          o Institutional Sales and Trading's equity sales
            revenues were strong though lower than last year.
            Fixed income results were affected by the
            difficult market environment, particularly in the
            mortgage business.

          o Investment Banking was profitable, although
            revenues declined 39% from a year ago due to lower
            levels of corporate and municipal offerings. In
            the current quarter, the firm managed or co-
            managed:

                        o 206 municipal offerings raising
                          $10.0 billion 
                        o 21 equity offerings raising $2.6 billion
                        o 14 corporate debt offerings raising $2.3 billion

          o PaineWebber's assets under management were $36.3
            billion at the end of the quarter, a 3% decrease
            from last year.

PaineWebber also announced today that it has made a firm bid, subject
to regulatory review, to purchase two structured floating rate securities from
the PaineWebber Short-Term U.S. Government Income Fund, a mutual fund managed
by its investment subsidiary, Mitchell Hutchins Asset Management Inc. This bid
to purchase these securities is for an aggregate price of approximately $180
million, their current value as reflected by the Fund.

more...

<PAGE>   3

Although these securities are U.S. government agency or AAA-rated and have
attractive cash flows, due to the recent reduction in the size of the Fund,
these securities now constitute an increased percentage of total assets. This
transaction will permit the Fund to maintain an appropriate mix of investments
based on the Fund's investment objectives and current size.

PaineWebber and Mitchell Hutchins also announced that Pacific Investment
Management Company ("PIMCO") has agreed to act as a consultant to Mitchell
Hutchins in connection with the Fund's portfolio. Founded in 1971, PIMCO is one
of the largest specialty fixed income fund managers, with assets under
management exceeding $50 billion, including $23.5 billion in mortgage-backed
securities. Mitchell Hutchins will promptly seek board and shareholder approval
to retain PIMCO as sub-advisor to Mitchell Hutchins in managing the Fund.

Paine Webber Group Inc., together with its subsidiaries PaineWebber
Incorporated and PaineWebber International, serves the international investment
and capital needs of a worldwide client base. The firm employs approximately
14,700 people in 283 offices worldwide. Total capital was $3.5 billion at June
30, 1994 and book value per share was $16.56. PaineWebber's total equity was
$1.2 billion.


                             - Two Tables Follow -
<PAGE>   4

                           PAINE WEBBER GROUP INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                               Quarter Ended June 30,           Six Months Ended June 30,
                                                1994            1993                1994           1993
                                              -------------------------          -------------------------
<S>                                           <C>            <C>                 <C>            <C>
REVENUES
  Commissions                                   $240,729       $239,980            $521,385       $482,111
  Interest                                       385,069        328,111             783,106        617,595
  Principal Transactions                          91,687        181,910             275,561        384,505
  Investment Banking                              59,140         96,597             156,734        198,286
  Asset Management                                89,589         77,419             180,972        150,755
  Other                                           36,135         30,919              67,039         52,385
                                              ----------     ----------          ----------     ----------

TOTAL REVENUES                                   902,349        954,936           1,984,797      1,885,637

  Interest Expense                               323,383        268,473             653,754        502,424
                                              ----------     ----------          ----------     ----------

NET REVENUES                                     578,966        686,463           1,331,043      1,383,213
                                              ----------     ----------          ----------     ----------

NON-INTEREST EXPENSES
  Compensation and Benefits                      344,729        388,568             776,443        783,878
  Office & Equipment                              56,399         50,685             111,825        102,232
  Communications                                  33,023         31,017              65,021         60,541
  Business Development                            21,544         23,000              43,551         41,698
  Professional Services                           22,471         15,846              40,801         29,158
  Brokerage, Clearing, &
    Exchange Fees                                 20,488         20,347              42,466         39,302
  Other Expenses                                 122,070         59,785             199,947        112,986
                                              ----------     ----------          ----------     ----------

TOTAL NON-INTEREST EXPENSES                      620,724        589,248           1,280,054      1,169,795
                                              ----------     ----------          ----------     ----------

EARNINGS (LOSS) BEFORE INCOME
  TAXES                                          (41,758)        97,215              50,989        213,418

PROVISION (BENEFIT) FOR INCOME
  TAXES                                          (16,703)        37,914              20,396         83,233
                                              ----------     ----------          ----------     ----------

NET EARNINGS (LOSS)                             ($25,055)       $59,301             $30,593       $130,185
                                              ==========     ==========          ==========     ==========


PREFERRED STOCK DIVIDENDS                             $0           $533                  $0         $1,066

EARNINGS (LOSS) APPLICABLE TO
  COMMON SHARES                                 ($25,055)       $58,768             $30,593       $129,119

EARNINGS (LOSS) PER SHARE
  PRIMARY *                                       ($0.35)         $0.74               $0.41          $1.62
  FULLY DILUTED *                                 ($0.35)         $0.69               $0.41          $1.53

WEIGHTED AVERAGE COMMON SHARES
  PRIMARY *                                   70,729,000     79,776,000          79,197,000     79,591,000
  FULLY DILUTED *                             70,729,000     86,484,000          80,603,000     86,535,000
</TABLE>


* Retroactively adjusted to reflect a three-for-two common stock split in the
  form of a 50% stock dividend effective March 10, 1994 to stockholders of
  record on February 17, 1994.
<PAGE>   5
PAINE WEBBER GROUP INC.
QUARTERLY STATISTICAL SUPPLEMENT [UNAUDITED]


<TABLE>
<CAPTION>

                                                    2Q94              1Q94              4Q93              3Q93               2Q93
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>               <C>                <C>
ROE Common                                         (8.2%)            18.1%             19.7%             21.0%              22.5%

Pre-Tax Margin                                     (7.2%)            12.3%             12.6%             13.5%              14.2%
- -----------------------------------------------------------------------------------------------------------------------------------
E.P.S. [fully diluted]                            ($0.35)            $0.70             $0.72             $0.72              $0.69

Fully Diluted Shares [Millions]                     70.7              81.3              79.3              84.7               86.5

Dividends Paid Per Common Share                    $0.12             $0.12             $0.10             $0.10              $0.10

Book Value Per Common Share                       $16.56             $16.96            $16.29            $15.54             $15.59

Common Shares Outstanding [Millions]                76.1              76.7              77.0              73.9               73.7
- -----------------------------------------------------------------------------------------------------------------------------------
Total Capital [$Billion]                           $3.53             $3.51             $3.13             $2.79              $2.86 

Total Shareholders Equity [$Billions]              $1.21             $1.25             $1.20             $1.15              $1.20
- -----------------------------------------------------------------------------------------------------------------------------------
Assets Under Control [$Billions]                  $138.5            $136.9            $139.1            $133.9             $127.8

Assets Under Management [$Billions]                $36.3             $37.4             $38.9             $38.9              $37.6
  Money Market Funds                                13.5              13.6              12.8              13.0               12.9
  Long Term Mutual Funds                            10.6              12.0              12.7              11.8               10.5
  Institutional and Other                           12.2              11.8              13.4              14.1               14.2

Wrap Fee Assets [$Billions]                         $6.3              $6.0              $5.8              $5.4               $4.9
- -----------------------------------------------------------------------------------------------------------------------------------
Recurring Fees (YTD Annualized)                     $443              $446              $392              $378               $367
                [$Millions]

Recurring Fees/Fixed Expenses                        51%               54%               54%               50%                49%
                [Percent]
- -----------------------------------------------------------------------------------------------------------------------------------
Employees                                         14,700            14,650            14,400            14,200             13,900

Investment Executives                              5,500             5,475             5,380             5,300              5,200

Sales Offices                                        283               282               281               272                275
</TABLE>

                                                                         7/21/94


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