<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PWG CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
DELAWARE 13-7099828
(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)
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:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
<S> <C>
__% Preferred Trust Securities New York Stock Exchange, Inc.
(and the Guarantee with respect
thereto)
</TABLE>
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE> 2
2
Item 1. Description of Registrant's Securities to be Registered.
The terms and provisions of (a) % Preferred Trust Securities (the
"Preferred Securities"), representing preferred undivided beneficial interests
in the assets of PWG Capital Trust I (the "Trust"), a statutory business trust
created under the laws of the State of Delaware, and (b) the related guarantee
thereof by Paine Webber Group Inc., a Delaware corporation ("the Company"), are
described in the Preliminary Prospectus Supplement dated October 10, 1996, and
Preliminary Prospectus dated October 10, 1996, of the Company and the Trust,
filed with the Securities and Exchange Commission as part of the Registration
Statement on Form S-3 of the Company and the Trust (Registration Nos. 333-13831
and 333-13831-01) on October 10, 1996, as amended, which is incorporated herein
by reference (the "Registration Statement").
Item 2. Exhibits.
1. Registration Statement (see Item 1 above).
2. Certificate of Trust of the Trust (incorporated by reference to
Exhibit 4.4 to the Registration Statement).
3. Declaration of Trust of the Trust (incorporated by reference to
Exhibit 4.3 to the Registration Statement).
4. Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.11 to the Registration Statement).
5. Form of Preferred Security (incorporated by reference to Exhibit
4.12 to the Registration Statement).
6. Form of Guarantee Agreement (incorporated by reference to Exhibit
4.15 to the Registration Statement).
7. Form of Junior Subordinated Debt Indenture between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1
to the Registration Statement).
8. Form of Supplemental Indenture to the Junior Subordinated Debt
Indenture between the Company and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.13 to the Registration Statement).
9. Form of Junior Subordinated Debt Security (incorporated by reference
to Exhibit 4.14 to the Registration Statement).
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Date: November 8, 1996 PAINE WEBBER GROUP INC.
by /s/ Pierce R. Smith
----------------------------
Name: Pierce R. Smith
Title: Treasurer
PWG CAPITAL TRUST I
by PAINE WEBBER GROUP INC.,
as Sponsor
by /s/ Pierce R. Smith
-----------------------------
Name: Pierce R. Smith
Title: Trustee
<PAGE> 4
4
INDEX TO EXHIBITS
1. Registration Statement (see Item 1 above).
2. Certificate of Trust of the Trust (incorporated by reference to
Exhibit 4.4 to the Registration Statement).
3. Declaration of Trust of the Trust (incorporated by reference to
Exhibit 4.3 to the Registration Statement).
4. Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.11 to the Registration Statement).
5. Form of Preferred Security (incorporated by reference to Exhibit
4.12 to the Registration Statement).
6. Form of Guarantee Agreement (incorporated by reference to Exhibit
4.15 to the Registration Statement).
7. Form of Junior Subordinated Debt Indenture between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1
to the Registration Statement).
8. Form of Supplemental Indenture to the Junior Subordinated Debt
Indenture between the Company and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.13 to the Registration Statement).
9. Form of Junior Subordinated Debt Security (incorporated by reference
to Exhibit 4.14 to the Registration Statement).
