<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1994
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
PAINE WEBBER GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2760086
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1285 Avenue of the Americas
New York, New York 10019
(Address, including zip code, of principal executive offices)
-----------------------
PAINE WEBBER GROUP INC. 1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(full title of the plan)
-----------------------
Theodore A. Levine
Vice President, General Counsel and Secretary
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
(212) 713-2879
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered (1) Share (2) Price (3) Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1 par value) 200,000 $16.375 $3,275,000 $1,130
====================================================================================================
</TABLE>
(1) The aggregate maximum number of shares of Common Stock which may be
granted or awarded under the Plan during the following three calendar
years (or any part of any such calendar year) during which the Plan is
effective. Also being registered pursuant to Rule 416 are such
additional indeterminate number of shares of Common Stock as may be
required to cover possible antidilution adjustments under the Plan.
(2) The calculation is made solely for the purpose of determining the amount
of the registration fee and is computed upon the basis of the average of
the high and low prices reported in the consolidated reporting system as
of May 3, 1994.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are:
(a) the Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (b) the Registrant's definitive proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act in connection with the
Registrant's latest annual meeting of stockholders and any definitive proxy or
information statements as filed in connection with any subsequent special
meetings of its stockholders; and (c) the description of the Registrant's
common stock contained in the Registrant's Registration Statement on Form 8
filed under Section 12 of the Exchange Act, including Amendment No. 4 thereto
dated January 30, 1986 and any other amendment or report filed under the
Exchange Act for the purpose of updating such description. All documents
subsequently filed by the Registrant or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.
The consolidated financial statements and schedules of the
Registrant incorporated by reference in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young pertaining to
such financial statements to the extent covered by consents filed with the
Securities and Exchange Commission and given upon the authority of such firm as
experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed
upon for the Registrant by Theodore A. Levine, Vice President and General
Counsel of Registrant, who owns beneficially 9,900 shares of Registrant's
Common Stock (all of which are Restricted Stock) and options to purchase 30,000
shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law
of the State of Delaware which provides for indemnification of directors or
officers of a corporation in certain circumstances. Under Article VII of the
By-laws of the registrant, filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987, which Exhibit
is incorporated herein by reference, the registrant has the power to and under
certain circumstances is required to indemnify its directors or officers.
The registrant also maintains directors and officers liability
and corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such. The general scope of coverage is any breach of duty, neglect, error,
misstatement, misleading statement or omission. Such policy does not exclude
liabilities under the Securities Act of 1933, as amended. The registrant also
maintains fiduciary liability insurance for losses in connection with claims
made against directors or officers for violation of any of the
responsibilities, obligations or duties imposed upon fiduciaries under the
Employee Retirement Income Act of 1974 ("ERISA").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 PaineWebber Group Inc. 1994 Non-Employee Directors'
Stock Plan
4.2 Form of Stock Option Agreement
4.3 Form of Notice of Grant
4.4 Form of Deferral Election
5 Opinion of Theodore A. Levine as to Legality of
Securities being Registered
24.1 Consent of Ernst & Young
24.2 Consent of Theodore A. Levine (set forth in Exhibit 5
Opinion)
25 Power of Attorney (set forth on the signature pages of
this Registration Statement)
2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15 (d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
3
<PAGE> 5
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on May 5, 1994.
PAINE WEBBER GROUP INC.
(Registrant)
By /s/ Donald B. Marron
----------------------
Donald B. Marron
Chairman of the Board and
Chief Executive Officer
4
<PAGE> 6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints DONALD B. MARRON, PIERCE R. SMITH and
REGINA A. DOLAN, and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Donald B. Marron Chairman of the Board, May 5, 1994
- ------------------------ Chief Executive Officer
Donald B. Marron and Director (principal
executive officer)
/s/ Regina Dolan Vice President and Chief May 5, 1994
- ------------------------ Financial Officer (principal
Regina Dolan financial and accounting
officer)
/s/ T. Stanton Armour Director May 5, 1994
- ------------------------
T. Stanton Armour
5
<PAGE> 7
/s/ E. Garrett Bewkes, Jr.
- ------------------------------ Director May 5, 1994
E. Garrett Bewkes, Jr.
/s/ John A. Bult
- ------------------------------ Director May 5, 1994
John A. Bult
- ------------------------------ Director May 5, 1994
Yozo Fujisawa
/s/ Joseph J. Grano, Jr.
- ------------------------------ Director May 5, 1994
Joseph J. Grano, Jr.
/s/ Paul B. Guenther
- ------------------------------ Director May 5, 1994
Paul B. Guenther
/s/ John E. Kilgore, Jr.
- ------------------------------ Director May 5, 1994
John E. Kilgore, Jr.
/s/ Robert M. Loeffler
- ------------------------------ Director May 5, 1994
Robert M. Loeffler
/s/ Edward Randall, III
- ------------------------------ Director May 5, 1994
Edward Randall, III
/s/ Henry Rosovsky
- ------------------------------ Director May 5, 1994
Henry Rosovsky
/s/ Kyosaku Sorimachi
- ------------------------------ Director May 5, 1994
Kyosaku Sorimachi
6
<PAGE> 8
EXHIBIT INDEX
--------------
Sequential
Exhibit Page
No. Description Number
- -------- ----------------------------------------- ------------
4.1 PaineWebber Group Inc. 1994 Non-Employee
Directors' Stock Plan
4.2 Form of Stock Option Agreement
4.3 Form of Notice of Grant
4.4 Form of Deferral Election
5 Opinion of Theodore A. Levine as to
Legality of Securities being Registered
24.1 Consent of Ernst & Young
24.2 Consent of Theodore A. Levine (set forth
in Exhibit 5 Opinion)
25 Power of Attorney (set forth on the signature
pages of this Registration Statement)
<PAGE> 1
Exhibit 4.1
PAINE WEBBER GROUP INC.
- --------------------------------------------------------------------------------
1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
- --------------------------------------------------------------------------------
2/28/94
<PAGE> 2
PAINE WEBBER GROUP INC.
- --------------------------------------------------------------------------------
1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
- --------------------------------------------------------------------------------
Page
----
1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Shares Available Under the Plan . . . . . . . . . . . . . . . . 3
4. Administration of the Plan . . . . . . . . . . . . . . . . . . . 3
5. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Exercise Price . . . . . . . . . . . . . . . . . . . . . . 4
(b) Option Term . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Exercisability . . . . . . . . . . . . . . . . . . . . . . 4
(d) Method of Exercise . . . . . . . . . . . . . . . . . . . . 4
7. Stock Grants . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Condition of Grant and Delivery . . . . . . . . . . . . . 4
(b) Rights of the Participant . . . . . . . . . . . . . . . . 5
8. Deferral of Fees in Deferred Stock . . . . . . . . . . . . . . . 5
(a) Deferral Elections . . . . . . . . . . . . . . . . . . . . 5
(b) Crediting of Amounts to Deferral Account . . . . . . . . . 5
(c) Payment or Crediting of Dividend Equivalents . . . . . . . 6
(d) Vesting . . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Designation of Beneficiary . . . . . . . . . . . . . . . . 6
(f) Settlement of Deferral Account . . . . . . . . . . . . . . 6
9. Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. Changes to the Plan . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE> 3
PAINE WEBBER GROUP INC.
- --------------------------------------------------------------------------------
1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
- --------------------------------------------------------------------------------
11. General Provisions . . . . . . . . . . . . . . . . . . . . . . . 7
(a) Consideration for Grants; Agreements . . . . . . . . . . . 7
(b) Compliance with Laws and Obligations . . . . . . . . . . . 7
(c) Non-transferability . . . . . . . . . . . . . . . . . . . 8
(d) Compliance with Rule 16b-3 . . . . . . . . . . . . . . . . 8
(e) Future Service as an Employee . . . . . . . . . . . . . . 8
(f) No Right to Continue as a Director . . . . . . . . . . . . 8
(g) No Stockholder Rights Conferred . . . . . . . . . . . . . 8
(h) Governing Law . . . . . . . . . . . . . . . . . . . . . . 8
12. Effective Date and Duration of Plan . . . . . . . . . . . . . . 9
<PAGE> 4
PAINE WEBBER GROUP INC.
1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
1. Purpose. The purpose of this 1994 Non-Employee Directors'
Stock Plan (the "Plan") of Paine Webber Group Inc. ("PaineWebber") is to
promote ownership by non-employee directors of a greater proprietary interest
in PaineWebber, thereby aligning such directors' interests more closely with
the interests of stockholders of PaineWebber, and to assist PaineWebber in
attracting and retaining highly qualified persons to serve as non-employee
directors.
2. Definitions. In addition to terms defined elsewhere in the
Plan, the following additional terms are defined as set forth below:
(a) "Change in Control" shall mean the occurrence of any
of the following events:
(i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act, other than
PaineWebber, a subsidiary, any trustee or other
fiduciary holding securities under an employee
benefit plan of PaineWebber or a subsidiary, or any
corporation owned, directly or indirectly, by the
stockholders of PaineWebber in substantially the same
proportions as their contemporaneous ownership of
voting securities of PaineWebber, is or becomes a
"20% Beneficial Owner." For purposes of this
provision, a "20% Beneficial Owner" shall mean a
person who is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of PaineWebber
representing 20% or more of the combined voting power
of PaineWebber's then-outstanding voting securities
(a "20% Beneficial Owner"); provided that (A) the
term "20% Beneficial Owner" shall not include any
Beneficial Owner who has crossed such 20% percent
threshold solely as a result of an acquisition of
securities directly from PaineWebber, or solely as a
result of an acquisition by PaineWebber of
PaineWebber securities, until such time thereafter as
such person acquires additional voting securities
other than directly from PaineWebber and, after
giving effect to such acquisition, such person would
constitute a 20% Beneficial Owner; and (B) with
respect to any person who is and remains eligible to
file a Schedule 13G pursuant to Rule 13d-1(b)(1)
under the Exchange Act with respect to PaineWebber
securities, there shall be excluded from the number
of securities deemed to be beneficially owned by such
person for purposes of determining whether such
person is a 20% Beneficial Owner a number of
securities representing 10% of the combined voting
power of PaineWebber's then-outstanding voting
securities;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board of Directors of PaineWebber,
together with any new director (other than a director
designated by a person who has entered into an
agreement with PaineWebber to effect a transaction
described in paragraph (i), (iii), or (iv) hereof)
whose election by the Board or nomination for
election by PaineWebber's stockholders was approved
by a vote of at least two-
<PAGE> 5
thirds (2/3) of the directors then still in office
who either were directors at the beginning of the
period or whose election or nomination for election
was previously so approved (the "Continuing
Directors"), cease for any reason to constitute at
least a majority thereof;
(iii) the stockholders of PaineWebber approve a merger,
consolidation, recapitalization, or reorganization of
PaineWebber, or a reverse stock split of any class of
voting securities of PaineWebber, or the consummation
of any such transaction if stockholder approval is
not obtained, other than any such transaction which
would result in at least 80% of the total voting
power represented by the voting securities of
PaineWebber or the surviving entity outstanding
immediately after such transaction being beneficially
owned by persons who together beneficially owned at
least 80% of the combined voting power of the voting
securities of PaineWebber outstanding immediately
prior to such transaction, with the relative voting
power of each such continuing holder compared to the
voting power of each other continuing holder not
substantially altered as a result of the transaction;
provided that, for purposes of this paragraph (iii),
such continuity of ownership (and preservation of
relative voting power) shall be deemed to be
satisfied if the failure to meet such 80% threshold
(or to substantially preserve such relative voting
power) is due solely to the acquisition of voting
securities by an employee benefit plan of PaineWebber
or such surviving entity or of any subsidiary of
PaineWebber or such surviving entity;
(iv) the stockholders of PaineWebber approve a plan of
complete liquidation of PaineWebber or an agreement
for the sale or disposition by PaineWebber of all or
substantially all of PaineWebber's assets (or any
transaction having a similar effect); or
(v) any other event which the Board of Directors
determines shall constitute a Change in Control for
purposes of this Plan;
provided that a Change in Control shall not be deemed to have occurred
if, prior to the occurrence of a specified event that would otherwise
constitute a Change in Control under paragraphs (i) through (iv)
hereof, the Continuing Directors of PaineWebber then in office, by a
majority vote thereof, determine that the occurrence of such specified
event shall not be deemed to be a Change in Control hereunder or shall
not be deemed to be a Change in Control with respect to a particular
Participant under this Plan if the Change in Control results from
actions or events in which such Participant is a participant in a
capacity other than solely as an officer, employee or director of
PaineWebber or its subsidiaries.
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time including regulations thereunder and
successor provisions and regulations thereto.
(c) "Deferred Stock" shall mean the credits to a
Participant's deferral account under Section 8, each of which
represents the right to receive one share of
- 2 -
<PAGE> 6
Stock upon settlement of the deferral account. Deferral accounts, and
Deferred Stock credited thereto, are maintained solely as bookkeeping
entries by PaineWebber evidencing unfunded, non-transferable
obligations of PaineWebber.
(d) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time, including rules thereunder and
successor provisions and rules thereto.
(e) "Fair Market Value" of Stock as of any given date
shall mean the mean between the high and low sales prices of Stock on
the stock exchange or market on which Stock is primarily traded on the
date as of which such value is being determined or, if there shall be
no sale on that date, then on the basis of the average of the high and
low sales prices of Stock on the nearest date before and the nearest
date after the date on which such value is being determined.
(f) "Option" shall mean the right, granted to a
Participant under Section 6, to purchase Stock at the exercise price
for a specified period of time under the Plan.
(g) "Participant" shall mean a non-employee director who
is eligible to receive and is granted Options or Stock, or who defers
fees or Stock in the form of Deferred Stock, under the Plan.
(h) "Stock" shall mean the Common Stock of PaineWebber,
par value $1 per share, and such other securities as may be
substituted (or resubstituted) for Stock or such other securities
pursuant to Section 9.
3. Shares Available Under the Plan. The total number of shares
of Stock reserved and available for delivery under the Plan is 600,000, subject
to adjustment as provided in Section 9 below. Such shares may be authorized
but unissued shares or treasury shares. If any Option expires or terminates
for any reason without having been exercised in full, the unpurchased shares
subject to the Option will again be available for delivery under the Plan.
4. Administration of the Plan. The Plan will be administered by
the Board of Directors of PaineWebber, provided that any action by the Board of
Directors relating to the Plan will be taken only if approved by the
affirmative vote of a majority of the directors who are not then eligible to
participate under the Plan.
5. Eligibility. Each director of PaineWebber who, on any date on
which an Option or Stock is to be granted under Section 6 or 7 or on which fees
are to be deferred under Section 8, is not an employee of PaineWebber or any
subsidiary of PaineWebber, will be eligible to receive Options or Stock or
defer fees under the Plan at such date. No person other than those specified
in this Section 5 will participate in the Plan.
6. Stock Options. An Option to purchase 15,000 shares of Stock
will be granted to each director of PaineWebber who is then eligible to receive
an Option grant on the effective date of the Plan and, beginning in 1999 and
each fifth year thereafter, at the close of business of each annual meeting of
stockholders at which directors (or a class of directors if PaineWebber then
has a classified Board of Directors) are elected or reelected by PaineWebber's
stockholders (the "Annual Meeting"). In addition, an Option to purchase
- 3 -
<PAGE> 7
15,000 shares of Stock will be granted to each person who is first elected or
appointed after the effective date of the Plan to serve as a director of
PaineWebber at the date of such election or appointment, if such director is
then eligible to receive an Option grant. The foregoing notwithstanding, no
director may be granted Options to purchase more than 15,000 shares during any
one calendar year under the Plan. Options granted under the Plan will be
non-qualified stock options which will be subject to the following terms and
conditions:
(a) Exercise Price. The exercise price per share of
Stock purchasable under an Option will be equal to 100% of the Fair
Market Value of Stock on the date of grant of the Option.
(b) Option Term. Each Option will expire at the earliest
of (i) ten years after the date of grant, (ii) 36 months after the
Participant ceases to serve as a director of PaineWebber due to death,
disability, or retirement at or after age 65, (iii) 12 months after
the Participant ceases to serve as a director of PaineWebber for any
reason other than death, disability, or retirement at or after age 65
or (iv) immediately upon the Participant's removal for cause.
(c) Exercisability. Each Option will become exercisable
as to 100% of the Option Shares on the third anniversary of the date
of grant, and will thereafter remain exercisable until the Option
expires; provided that an Option previously granted to a Participant
(i) will be fully exercisable in the event of a Change in Control,
(ii) will be fully exercisable after the Participant ceases to serve
as a director of PaineWebber due to death, disability, or retirement
at or after age 65, and (iii) will be exercisable after the
Participant ceases to serve as a director of PaineWebber for any
reason other than death, disability, or retirement at or after age 65
only if the Option was exercisable at the date of such cessation of
service.
(d) Method of Exercise. Each Option may be exercised, in
whole or in part, at such time as it is exercisable and prior to its
expiration by giving written notice of exercise to PaineWebber
specifying the Option to be exercised and the number of shares to be
purchased, and accompanied by payment in full of the exercise price in
cash (including by check) or by surrender of shares of Stock of
PaineWebber acquired by the Participant at least six months prior to
the exercise date and having a Fair Market Value at the time of
exercise equal to the exercise price, or a combination of a cash
payment and surrender of such Stock.
7. Stock Grants. 375 shares of Stock will be granted to each
director of PaineWebber who is then eligible to receive such grant on the
effective date of the Plan and, beginning in 1995, at the close of business of
each Annual Meeting. The foregoing notwithstanding, no director may be granted
more than 375 shares during any one calendar year under the Plan.
(a) Condition of Grant and Delivery. The grant and
delivery of Stock hereunder shall be contingent upon the Participant
agreeing to serve as a director of PaineWebber and serving as such
through the first meeting of the Board of Directors at or after the
date of the grant. As promptly as practicable thereafter, PaineWebber
will deliver to the Participant one or more certificates representing
the Stock, registered in the name of the Participant (or, if directed
by the Participant, in the joint names of the Participant and his or
her spouse).
- 4 -
<PAGE> 8
(b) Rights of the Participant. A Participant granted
Stock hereunder will have all of the rights of a holder of the Stock,
including the right to receive dividends paid on such Stock and the
right to vote such Stock. Upon delivery, such Stock will be
non-forfeitable.
8. Deferral of Fees in Deferred Stock. Each director of
PaineWebber may elect to defer fees and Stock received in his or her capacity
as a director (including annual retainer fees and fees for service on
committees or as chairman thereof) under the terms and conditions set forth in
this Section 8, provided that such director is eligible to defer fees at the
date any such fee is otherwise payable.
(a) Deferral Elections. Each director who elects to
defer fees and Stock for any calendar year must file an irrevocable
written deferral election with the Chief Administrative Officer of
PaineWebber Incorporated no later than the June 30 of the preceding
year, provided that, with respect to 1994, directors may file such
election at any time prior to the effective date of the Plan, and any
newly elected or appointed director may file such election not later
than 30 days after the date of such election or appointment. Any
election of the director shall be deemed to be continuing and
therefore applicable to subsequent Plan years unless the director
revokes or changes such election by filing a new election form. The
election to defer must specify the following:
(i) A percentage of the Participant's fees for the year
to be deferred under the Plan;
(ii) A percentage of the Participant's Stock grant for the
year to be deferred under the Plan;
(iii) Whether dividend equivalents on amounts credited to
the Participant's deferral account will be paid
directly to the Participant or credited to his or her
deferral account and deemed to be reinvested in
Deferred Stock;
(iv) The period during which receipt will be deferred; and
(v) The date(s) and/or event(s) on which payment(s) will
be made and whether in lump sum or installments,
provided no such payments shall be made more than ten
years after the Participant ceases to be a director.
In the event directors' fees or Stock grants are increased during any
year, a Participant's deferral election in effect for such year will
apply to the amount of such increase. Notwithstanding anything to the
contrary in the Plan or any deferral election form, the amounts
credited to a Participant's deferral account shall be paid in a single
installment promptly following a Change in Control.
(b) Crediting of Amounts to Deferral Account.
PaineWebber will establish a deferral account for each Participant who
elects to defer fees or Stock under this Section 8 and will credit
such deferral account with an amount, expressed as Deferred Stock,
equal to the number of shares of Stock having an aggregate Fair Market
Value at the date the deferred fees or Stock would have otherwise been
payable equal to
- 5 -
<PAGE> 9
the amount of such fees or Stock deferred. The amount of Deferred
Stock so credited shall include fractional shares carried to three
decimal places. The foregoing notwithstanding, if any deferral occurs
less than six months after the Participant filed the irrevocable
election with respect to such deferral, the amount deferred shall be
credited to the Participant's deferral account as cash, accruing deemed
interest thereon at the Applicable Federal Rate promulgated under
Section 1274(d) of the Code for short-term loans with semiannual
compounding, until the date six months plus one day after the date of
the irrevocable election, at which time the deferral account will be
credited with an amount, expressed as Deferred Stock, equal to the
number of shares of Stock having an aggregate Fair Market Value at that
date equal to the cash amount plus interest then credited to the
deferral account (and such cash credits will be eliminated).
(c) Payment or Crediting of Dividend Equivalents.
Whenever dividends are paid or distributions made with respect to
Stock, a Participant shall be entitled to be paid an amount equal in
value to the amount of the dividend paid or property distributed on a
single share of Stock multiplied by the number of shares of Deferred
Stock (including fractions) credited to his or her deferral account as
of the record date for such dividend or distribution. Such dividend
equivalents shall, in accordance with the Participant's election under
Section 8(a), either be paid directly to the Participant or credited
to the Participant's deferral account as an amount, in shares of
Deferred Stock, equal to the number of shares of Stock having an
aggregate Fair Market Value at the payment date of the dividend or
distribution equal to the value of such dividend equivalents.
(d) Vesting. The interest of each Participant in any
benefit payable with respect to a deferral account hereunder shall be
at all times fully vested and non-forfeitable.
(e) Designation of Beneficiary. Each Participant may
designate one or more beneficiaries to receive the amounts
distributable from the Participant's deferral account under the Plan
in the event of such Participant's death, on forms provided by the
Chief Administrative Officer of PaineWebber Incorporated. PaineWebber
may rely upon the beneficiary designation last filed in accordance
with the terms of the Plan.
(f) Settlement of Deferral Account. PaineWebber will
settle the Participant's deferral account by delivering to the
Participant (or his or her beneficiary) the number of shares of Stock
equal to the number of whole shares of Deferred Stock credited to the
deferral account (or a specified portion in the event of any partial
settlement), with cash to be paid in lieu of any fractional share
remaining at a time that less than one whole share of Deferred Stock
is credited to such deferral account.
9. Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or share exchange or other
similar corporate transaction or event, affects the Stock such that an
adjustment is determined by the Board of Directors to be appropriate in order
to prevent dilution or enlargement of Participants' rights under the Plan, then
the Board of Directors shall, in a manner that is proportionate to the change
to the Stock and is otherwise equitable, adjust any or all of (i) the number
and kind of shares of Stock reserved for issuance under the Plan,
- 6 -
<PAGE> 10
(ii) the number and kind of shares of Stock to be subject to each automatic
grant of Options and Stock under Sections 6 and 7, (iii) the number and kind of
shares of Stock issuable upon exercise of outstanding Options, and/or the
exercise price per share thereof (provided that no fractional shares will be
issued upon exercise of any Option), and (iv) the number and kind of shares of
Stock to be delivered upon settlement of deferral accounts under Section 8.
The foregoing notwithstanding, no adjustment may be made hereunder except as
shall be necessary to maintain the proportionate interest of a Participant
under the Plan and to preserve, without exceeding, the value of outstanding
Options and Deferred Stock and potential grants of Options and Stock. If at
any date an insufficient number of shares is available for the automatic grant
of Options or Stock or the deferral of fees at that date, Stock will first be
automatically granted under Section 6 proportionately to Participants, to the
extent shares are available, and then, if any shares remain, Options will be
automatically granted under Section 7 proportionately to Participants, to the
extent shares are available, and then, if any shares remain, fees shall be
deferred in the form of Deferred Stock proportionately among Participants under
Section 8, to the extent shares are available.
10. Changes to the Plan. The Board of Directors may amend, alter,
suspend, discontinue, or terminate the Plan or authority to grant Options or
Stock under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of PaineWebber's
stockholders at the Annual Meeting next following such Board action if such
stockholder approval is required by any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the
Stock may then be listed or quoted, or if the Board of Directors determines in
its discretion to seek such stockholder approval; provided that, without the
consent of an affected Participant, no such action may impair the rights of
such Participant with respect to any previously granted Option or shares of
Stock or any previous deferral under the Plan; and provided further, that any
Plan provision that specifies the directors who may receive grants of Options
or Stock, the amount and price of securities to be granted to such directors,
and the timing of grants to such directors, or is otherwise a "plan provision"
referred to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act, shall not be
amended more than once every six months, other than to comport with changes in
the Code or the rules thereunder.
11. General Provisions.
(a) Consideration for Grants; Agreements. Options and
Stock shall be granted under the Plan in consideration of the services
of Participants and, except for the payment of the exercise price in
the case of an Option, no other consideration shall be required
therefor. Grants of Options will be evidenced by agreements executed
by PaineWebber and the Participant containing the terms and conditions
set forth in the Plan together with such other terms and conditions
not inconsistent with the Plan as the Board of Directors may from time
to time approve.
(b) Compliance with Laws and Obligations. PaineWebber
shall not be obligated to issue or deliver Stock in connection with
any Option, any grant of Stock, or settlement of any deferral account
in a transaction subject to the registration requirements of the
Securities Act of 1933, as amended, or any state securities law, any
requirement under any listing agreement between PaineWebber and the
New York Stock Exchange or any other national securities exchange or
automated quotation system, or subject to any other law, regulation,
or contractual obligation, until PaineWebber is satisfied that such
laws, regulations, and other obligations of
- 7 -
<PAGE> 11
PaineWebber have been complied with in full. Certificates
representing shares of Stock delivered under the Plan will be subject
to such stop-transfer orders and other restrictions as may be
applicable under such laws, regulations, and other obligations of
PaineWebber, including any requirement that a legend or legends be
placed thereon.
(c) Non-transferability. Options, Deferred Stock, and
any other right under the Plan that may constitute a "derivative
security" as generally defined in Rule 16a-1(c)(3) under the Exchange
Act shall not be transferable by a Participant except by will or the
laws of descent and distribution (or to a designated beneficiary in
the event of a Participant's death), and shall be exercisable during
the lifetime of a Participant only by such Participant or his or her
guardian or legal representative.
(d) Compliance with Rule 16b-3. It is the intent of
PaineWebber that this Plan comply in all respects with applicable
provisions of Rule 16b-3 under the Exchange Act in connection with any
grant of Options or Stock or deferral of fees in the form of Deferred
Stock to or by a Participant. Accordingly, if any provision of this
Plan or any agreement hereunder does not comply with the requirements
of Rule 16b-3 as then applicable to any such Participant, or would
cause any Participant to no longer be deemed a "disinterested person"
within the meaning of Rule 16b-3, such provision shall be construed or
deemed amended to the extent necessary to conform to such requirements
with respect to such Participant. In addition, the Board of Directors
shall have no authority to make any amendment, alteration, suspension,
discontinuation, or termination of the Plan or any agreement hereunder
or take other action if and to the extent such authority would cause a
Participant's transactions under the Plan not to be exempt, or
Participants no longer to be deemed "disinterested persons," under
Rule 16b-3 under the Exchange Act.
(e) Future Service as an Employee. If a Participant ceases
serving as a director and, immediately thereafter, he or she is
employed by PaineWebber or any subsidiary, then, solely for purposes
of Sections 6(b) and (c) of the Plan, such Participant shall not be
deemed to have ceased service as a director at that time, and his or
her continued employment by PaineWebber or any subsidiary shall be
deemed to be continued service as a director; provided that such
former director shall not be eligible for additional grants of Options
or Stock or deferrals under the Plan.
(f) No Right to Continue as a Director. Nothing
contained in the Plan or any agreement hereunder shall confer upon any
Participant any right to continue to serve as a director of
PaineWebber.
(g) No Stockholder Rights Conferred. Nothing contained
in the Plan or any agreement hereunder shall confer upon any
Participant any rights of a stockholder of PaineWebber unless and
until shares of Stock are in fact issued to such Participant upon the
valid exercise of an Option or delivered under Section 7 or upon
settlement of deferral accounts under Section 8.
(h) Governing Law. The validity, construction, and
effect of the Plan and any agreement hereunder shall be determined in
accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal law.
- 8 -
<PAGE> 12
12. Effective Date and Duration of Plan. The Plan shall become
effective upon approval by PaineWebber stockholders. Unless earlier terminated
by action of the Board of Directors, the Plan shall remain in effect until such
time as no Stock remains available for issuance under the Plan and PaineWebber
has no further rights or obligations under the Plan with respect to outstanding
Options or Deferred Stock under the Plan.
- 9 -
<PAGE> 1
Exhibit 4.2
PAINE WEBBER GROUP INC.
- -------------------------------------------------------------------------------
Non-Employee Directors' Stock Option Agreement
- -------------------------------------------------------------------------------
Under the Paine Webber Group Inc. Non-Employee Directors' Stock Plan (the
"Plan"), Paine Webber Group Inc. has granted to you, the Participant, the
option to purchase the number of shares of Paine Webber Group Inc. common
stock, par value of $1.00 per share ("Common Stock"), indicated below at the
price per share indicated below (the "Option"). This Cover Page is the first
page of the Stock Option Agreement under the Plan (the "Agreement"), which
describes in detail your rights with respect to the Option granted to you
hereby and which constitutes a legal agreement between you and Paine Webber
Group Inc.
1. PARTICIPANT:
Name
--------------------------------------------------------------
Address
-----------------------------------------------------------
Social Security Number
---------------------------------------------
2. TYPE OF OPTION:
The Option is a non-qualified stock option.
3. GRANT OF OPTION:
Date of Grant May 5, 1994
------------------------------------------------------
Number of Shares 15,000
---------------------------------------------------
Exercise Price per Share $
--------------------------------------
IN WITNESS WHEREOF, both Paine Webber Group Inc. and the Participant agree to
be bound by the terms and provisions of this Agreement, as of the date noted
below.
PAINE WEBBER GROUP INC.
Date: By:
---------------- ---------------------------
Title:
PARTICIPANT
----------------------------------
Signature
<PAGE> 2
A. INCORPORATION OF PLAN TERMS AND PROVISIONS
All of the terms and provisions of the Plan applicable to Options are
hereby incorporated by reference and shall be of the same force and
effect as if set forth at length herein.
B. EXERCISING THE OPTION
To exercise all or any part of the Option, you must given written
notice to Paine Webber Group Inc. ("PWG"). That notice should be
sent or delivered to:
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
Attention: Ronald Schwartz
Executive Vice President and
Chief Administrative Officer
This notice should refer to this Option (by the date of grant), and
the notice should include the following information:
1. The number of shares of Common Stock for which the Option is
being exercised.
2. The name or names of the persons in whose names the stock
certificate for the shares should be registered.
3. The address to which the stock certificate should be sent.
In addition to your notice, you must include a check payable to "Paine
Webber Group Inc." for the total exercise price of the number of shares
to be acquired under the Option. If you are electing to use Common
Stock which you already own as payment of all or part of the exercise
price, you should enclose the stock certificate representing those
shares accompanied by an executed stock power. The shares of Common
Stock used as payment of the exercise will be valued as of the day the
shares are received by PWG.
After the Option is exercised, a certificate or certificates for the
number of shares of Common Stock purchased will be issued in the
denominations and registered in the names of the persons you had
indicated in your notice. The certificates representing these
shares will be sent to you.
- 2 -
<PAGE> 3
C. NONTRANSFERABILITY OF OPTION DURING LIFETIME
During your lifetime, you are the only one who can exercise the Option.
Also, the Option and all of the rights associated with it cannot be
assigned or transferred during your lifetime.
In order to exercise the Option upon your death, the persons who
acquire the right to exercise the Option must prove to the satisfaction
of PWG that they have duly acquired the Option. In addition, they must
prove to the satisfaction of PWG that they have paid (or have provided
for payment of) any taxes, such as estate, transfer, inheritance or
death taxes, payable with respect to the Option or to the shares to
which it relates.
D. MISCELLANEOUS
This Agreement is binding on you and your executors, administrators,
heirs and personal and legal representatioves and on PWG and its
successors or assigns.
The laws of the State of Delaware will control the interpretation and
enforcement of this Agreement.
This Agreement, including the Cover Page and the Plan, contains the
entire agreement and all terms between you and PWG with respect to the
Option, and there are no other understandings, warranties, or
representations with respect to the Option. If there are any conflicts
between the terms of the Plan and this Agreement, the Plan will prevail.
- 3 -
<PAGE> 1
Exhibit 4.3
PAINE WEBBER GROUP INC.
- -------------------------------------------------------------------------------
Non-Employee Directors' Stock Plan
Notice of Stock Grant
- -------------------------------------------------------------------------------
Under the Paine Webber Group Inc. Non-Employee Directors' Stock Plan (the
"Plan"), Paine Webber Group Inc. has granted to you, the Participant, 375
shares of Paine Webber Group Inc. common stock, par value of $1.00 per share.
This grant is subject to all of the terms and provisions of the Plan. In
addition, this grant is subject to deferral in accordance with the terms of the
Plan and any deferral election filed by you with Paine Webber Group Inc. and in
effect at the date of grant.
1. PARTICIPANT:
Name
---------------------------------------------------------------
Address
-------------------------------------------------------------
Social Security Number
----------------------------------------------
2. DATE OF GRANT:
May 5, 1994
---------------------------------------------------------------------
PAINE WEBBER GROUP INC.
Date: By:
---------------- ---------------------------
Title:
<PAGE> 1
Exhibit 4.4
PAINE WEBBER GROUP INC.
1994 Non-Employee Directors' Stock Plan
- -------------------------------------------------------------------------------
DEFERRAL ELECTION FORM FOR 1994 STOCK GRANT AND BALANCE OF 1994 FEES
- -------------------------------------------------------------------------------
This Form Must Be Filed Before MAY 5, 1994
This Deferral Election Form sets forth my irrevocable election under the 1994
Non-Employee Directors' Stock Plan to defer shares and cash compensation
specified below in the form of Deferred Stock, subject to the terms, definition
of terms, and conditions of the Plan which are incorporated herein by
reference.
1994 STOCK GRANT OF 375 SHARES
o _________ % of the total 375 share grant
* is to be deferred and credited as Deferred Stock to my deferral account,
BALANCE OF 1994 FEES FOR BOARD AND COMMITTEE SERVICE IN CALENDAR 1994
o _________ % of such fees otherwise payable after May 5th,
1994 in cash are to be deferred and credited to my
deferral account in Deferred Stock
DIVIDEND EQUIVALENTS
o _________ % of the dividend equivalents on 1994 Deferred
Stock in my deferral account are to be credited to
my deferral account for reinvestment in
additional Deferred Stock, and
o _________ % of the dividend equivalents on 1994 Deferred
Stock in my deferral account are to be paid
directly to me
__________________________________
* Any fraction of a share will be rounded up to a full share.
<PAGE> 2
MY PERIOD OF DEFERRAL SHALL EXPIRE AT THE EARLIEST TIME SPECIFIED BELOW
(complete any that apply):
_________ Upon my retirement or other cessation of service as a Director
of Paine Webber Group Inc., in which case I elect to receive
the shares of 1994 Deferred Stock credited to my deferral
account as follows (check one):
_______ 100% of the shares (check one)
_______ as promptly as practicable after such event, or
_______ on the January 1st after such event; or
_______ Commencement of ______ annual installment payments*
(up to 10 annual installment payments permitted) (check
one)
_______ as of 30 days after such event, or
_______ as of the January 1st after such event.
OR
_________ In January of ______ (year), I elect to receive _____% of
the 1994 Deferred Stock credited to my deferral account*,
_________ In January of ______ (year), I elect to receive _____% of the
1994 Deferred Stock credited to my deferral account*, and
_________ I elect to receive any remaining Deferred Stock in my deferral
account in the January after my retirement or other cessation
of service as a Director of Paine Webber Group Inc., in which
case I elect to receive settlement of my Deferral Account as
follows (check one):
_______ 100% of the shares (check one)
_______ as promptly as practicable after such event, or
_______ on the January 1st after such event; or
_______ Commencement of ______ annual installment payments*
(up to 10 installment payments permitted) (check one)
_______ as of 30 days after such event, or
_______ as of the January 1st after such event.
Irrespective of the above elections regarding the timing of share delivery, all
Deferred Stock credited to my deferral account will be delivered to me in the
event of a change in control or to my estate or designated beneficiaries in the
event of my death.
__________________________________
* Any fraction of a share will be paid in cash.
<PAGE> 3
ACKNOWLEDGEMENT BY DIRECTOR
Signature of
Director
---------------------------------
Printed Name
of Director
---------------------------------
Social Security
Number
---------------------------------
Date
---------------------------------
AGREEMENT OF PAINE WEBBER GROUP INC.
Paine Webber Group Inc. hereby acknowledges receipt of this Deferral Election
Form and agrees that it has been validly filed.
PAINE WEBBER GROUP INC.
Name
---------------------------------
Title
---------------------------------
Date
Received
---------------------------------
<PAGE> 4
PAINE WEBBER GROUP INC.
1994 Non-Employee Directors' Stock Plan
- -------------------------------------------------------------------------------
DEFERRAL ELECTION FORM FOR STOCK GRANTS AND FEES TO BE EARNED IN 1995 AND
THEREAFTER*
- -------------------------------------------------------------------------------
This Form Must Be Filed Before JUNE 30, 1994
This Deferral Election Form sets forth my irrevocable election under the 1994
Non-Employee Directors' Stock Plan to defer shares and cash compensation
specified below in the form of Deferred Stock, subject to the terms, definition
of terms, and conditions of the Plan which are incorporated herein by
reference.
ANNUAL STOCK GRANTS OF 375 SHARES
o ______ % of the total annual 375 share grant** is to be
deferred and credited as Deferred Stock to my deferral
account.
ANNUAL FEES FOR BOARD AND COMMITTEE SERVICE
o ______ % of such annual fees otherwise payable currently in
cash are to be deferred and credited to my deferral
account in Deferred Stock.
DIVIDEND EQUIVALENTS
o ______ % of the dividend equivalents on Deferred Stock in my
deferral account are to be credited to my deferral
account for reinvestment in additional Deferred Stock,
and
o ______ % of the dividend equivalents on Deferred Stock
credited to my deferral account are to be paid directly
to me.
- -------------------------
* Until changed or revoked by future filing.
** Any fraction of a share will be rounded up to a full share.
<PAGE> 5
MY PERIOD OF DEFERRAL SHALL EXPIRE AT THE EARLIEST TIME SPECIFIED BELOW
(complete any that apply):
______ Upon my retirement or other cessation of service as a Director of
Paine Webber Group Inc., in which case I elect to receive the
shares of Deferred Stock credited to my deferral account as
follows (check one):
_____ 100% of the shares (check one)
______ as promptly as practicable after such event, or
______ on the January 1st after such event; or
_____ Commencement of ______ annual installment payments* (up to
10 annual installment payments permitted) (check one)
______ as of 30 days after such event, or
______ as of the January 1st after such event.
OR
______ In January of _________ (year), I elect to receive _____% of the
Deferred Stock credited to my deferral account*,
______ In January of ____(year), I elect to receive _____% of the
Deferred Stock credited to my deferral account*, and/or
______ I elect to receive any remaining Deferred Stock in my deferral
account after my retirement or other cessation of service as a
Director of Paine Webber Group Inc., in which case I elect to
receive settlement of my Deferral Account as follows (check one):
_____ 100% of the shares (check one)
______ as promptly as practicable after such event, or
______ on the January 1st after such event; or
_____ Commencement of ______ annual installment payments* (up to
10 installment payments permitted) (check one)
______ as of 30 days after such event, or
______ as of the January 1st after such event.
Irrespective of the above elections regarding the timing of share delivery, all
Deferred Stock credited to my deferral account will be delivered to me in the
event of a change in control or to my estate or designated beneficiaries in the
event of my death.
- -------------------------
* Any fraction of a share will be paid in cash.
<PAGE> 6
ACKNOWLEDGEMENT BY DIRECTOR
Signature of
Director
-------------------------------
Printed Name
of Director
-------------------------------
Social Security
Number
-------------------------------
Date
-------------------------------
AGREEMENT OF PAINE WEBBER GROUP INC.
Paine Webber Group Inc. hereby acknowledges receipt of this Deferral Election
Form and agrees that it has been validly filed.
PAINE WEBBER GROUP INC.
Name
-----------------------------------
Title
-----------------------------------
Date
Received -----------------------------------
<PAGE> 1
EXHIBIT 5
May 5, 1994
Board of Directors
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
RE: Registration Statement On Form S-8
Non-Employee Directors' Stock Plan
Dear Sirs:
In connection with the registration statement on Form S-8 of Paine Webber
Group Inc., a Delaware corporation (the "Company"), being filed with the
Securities and Exchange Commission on about May 5, 1994 and relating to the
offering of shares of the Company's common stock, par value $1 per share (the
"Stock"), under the Company's Non-Employee Directors' Stock Plan (the "Plan"), I
have examined the Company's corporate records, certificates and other documents
and instruments and have considered such questions of law as I deemed necessary
to render this opinion.
On the basis of the foregoing, I am of the opinion that, under the laws of
the State of Delaware, the Stock has been duly authorized and, when issued and
paid for pursuant to the Plan, will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
Theodore A. Levine
General Counsel
<PAGE> 1
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in "Item 3., Incorporation of Documents
by Reference", in the Registration Statement (Form S-8) and under the caption
"Experts" in the related Plan Information Statement of Paine Webber Group Inc.
for the registration of 200,000 shares of its common stock and to the
incorporation by reference therein of our report dated Janaury 24, 1994, except
for the note as to the subsequent event for which the date is February 3, 1994,
with respect to the consolidated financial statements and schedules of Paine
Webber Group Inc. included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
New York, New York
May 5, 1994
