SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
AMENDMENT NO. 1
ON
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAINE WEBBER GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2760086
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1285 Avenue of the Americas, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Japan Export Index The Chicago Board Options Exchange
Call Warrants Expiring
October __, 1997
Japan Export Index The Chicago Board Options Exchange
Put Warrants Expiring
October __, 1997
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
For a description of the Japan Export Index
Call Warrants Expiring October __, 1997 (the
"Call Warrants") and the Japan Export Index
Put Warrants Expiring October __, 1997 (the
"Put Warrants" and, together with the Call
Warrants, the "Warrants"), to be registered
hereunder, reference is made to the
information under the headings "Risk Factors"
and "Description of the Warrants" on pages 3
through 9 and on pages 11 through 14,
respectively, of the Registrant's prospectus
dated October 14, 1993 (the "Prospectus"),
and the information under the headings
"Prospectus Summary", "Risk Factors Relating
to the Warrants" and "Description of the
Warrants" on pages S-3 through S-8, S-10
through S-16 and S-22 through S-35,
respectively, of the Registrant's preliminary
prospectus supplement filed October 11, 1995,
relating to the Call Warrants and the
Registrant's preliminary prospectus
supplement filed October 11, 1995, relating
to the Put Warrants (collectively, the
"Preliminary Prospectus Supplements"). The
Prospectus and Preliminary Prospectus
Supplements, listed herein as Exhibit 5 and
Exhibit 6, are incorporated by reference to
the same documents filed pursuant to
Rule 424(b)(5) under the Securities Act of
1933, as amended (the "1933 Act"), on
October 11, 1995, relating to the
Registrant's Registration Statement on
Form S-3 (No. 33-33613), with the Securities
and Exchange Commission. The descriptions of
the Warrants included in the Prospectus and
Preliminary Prospectus Supplements are hereby
incorporated herein and made part of this
Registration Statement in their entirety.
Item 2. Exhibits
1. Forms of Warrant Certificates relating
to the Call Warrants (included as
Exhibits A and B-1 to Exhibit 2).
<PAGE>
2. Form of Warrant Agreement relating to
the Call Warrants among the Registrant,
Citibank, N.A., as Warrant Agent, and
PaineWebber Incorporated, as
Determination Agent, including as
Exhibits A and B-1 thereto the forms of
Call Warrant Certificates.
3. Forms of Warrant Certificates relating
to the Put Warrants (included as
Exhibits A and B-1 to Exhibit 4).
4. Form of Warrant Agreement relating to
the Put Warrants among the Registrant,
Citibank, N.A., as Warrant Agent, and
PaineWebber Incorporated, as
Determination Agent, including as
Exhibits A and B-1 thereto the forms of
Put Warrant Certificates.
5. Prospectus and Preliminary Prospectus
Supplement relating to the Call Warrants
(incorporated by reference to the same
documents filed on October 11, 1995,
pursuant to Rule 424(b)(5) under the
1933 Act and relating to the
Registrant's Registration Statement on
Form S-3 (No. 33-33613)).
6. Prospectus and Preliminary Prospectus
Supplement relating to the Put Warrants
(incorporated by reference to the same
documents filed on October 11, 1995,
pursuant to Rule 424(b)(5) under the
1933 Act and relating to the
Registrant's Registration Statement on
Form S-3 (No. 33-33613)).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: October 24, 1995
PAINE WEBBER GROUP INC.
by
/s/ Pierce R. Smith
-------------------------
Name: Pierce R. Smith
Title: Treasurer
