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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 17, 1994
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PAINE WEBBER GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7367 13-2760086
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 713-2000
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Not Applicable
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(Former name or address, if changed since last report)
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Paine Webber Group Inc.
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Item 5. Other Events
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(a) Copy of the Registrant's press release relating to
the Registrant's acquistion of certain assets of
Kidder, Peabody Group Inc. from General Electric
Company.
SIGNATURE
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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
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Regina Dolan
Vice President and
Chief Financial Officer
Dated: October 24, 1994
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EXHIBIT INDEX
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(a) Copy of the Registrant's press release relating to the Registrant's
acquistion of certain assets of Kidder, Peabody Group Inc. from General
Electric Company.
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For Immediate Release
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PAINEWEBBER TO ACQUIRE
CERTAIN ASSETS OF KIDDER, PEABODY
FROM GENERAL ELECTRIC
--Transaction Valued at $670 Million--
NEW YORK, October 17, 1994--Paine Webber Group Inc. and General Electric
Company today jointly announced that they have signed a definitive asset
purchase agreement under which PaineWebber will acquire certain Kidder,Peabody
Group Inc. assets with a liquid tangible net worth of approximately $580
million.
PaineWebber will acquire Kidder, Peabody's well-regarded retail business, which
currently includes approximately 1,150 brokers in 50 offices. The agreement
provides for PaineWebber to acquire Kidder, Peabody's asset management,
investment banking, equity research, international and domestic fixed income,
residential and commercial mortgages, high yield, and listed domestic futures
businesses. GE will retain Kidder, Peabody's other businesses which PaineWebber
will have the right to review and acquire. GE has agreed to indemnify
PaineWebber with respect to all Kidder, Peabody's existing liabilities.
In exchange, GE will receive 21.5 million of PaineWebber common voting shares
valued at approximately $320 million as of October 14, 1994; $100 million in
20-year 6% convertible preferred stock convertible at $18.13 per share; and
$250 million in 20-year 9% preferred stock. The total value of the common and
preferred securities is approximately $670 million. PaineWebber has the right
to repurchase all securities issued to GE at appropriate values.
As a result of this transaction, GE will own approximately 25% of PaineWebber
on a fully diluted basis. GE will have representative on PaineWebber's Board
of Directors and has agreed to a 15-year standstill period.
more....
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Donald B. Marron, Chairman and Chief Executive Officer of PaineWebber, said,
"By combining PaineWebber and Kidder, Peabody, we will achieve, in one move,
many of the goals and objectives we set out to accomplish by the end of the
decade: critical mass in retail distribution, additional assets under
management, strengthened investment banking, greater global reach --
particularly in fixed income -- and enhanced earnings power. Thus,
shareholders, employees and customers will be served by a stronger firm, with
larger resources and a broader, deeper talent base."
John F. Welch, Jr., Chairman and Chief Executive Officer of General Electric,
said, "We are pleased that Kidder, Peabody can become part of a much larger,
well-established franchise in its own industry, and we look to the real
benefits from the combined company through GE's equity interest in
PaineWebber."
Mr. Marron said that Paul B. Guenther, President of PaineWebber Incorporated,
will head the transition team and will be responsible for the smooth
integration of Kidder, Peabody's business into PaineWebber.
The transaction is subject to approval by the Boards of PaineWebber and GE and
various regulatory authorities.
Paine Webber Group Inc., together with its subsidiaries PaineWebber
Incorporated and PaineWebber International, serves the investment and capital
needs of a worldwide client base.
Contacts: Jerome J. Johnston Joyce Hergenhan Anthony Zehnder
PaineWebber General Electric Kidder, Peabody
(201) 902-6718 (203) 373-3180 (212) 510-3617
Jeffrey Z. Taufield
Kekst and Company
(212) 593-2655
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