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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PWG CAPITAL TRUST II
(Exact name of Registrant as specified in its charter)
DELAWARE 13-7099829
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1285 Avenue of the Americas
New York, New York 10019
(Address, including zip code, of principal executive offices)
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, including zip code, of principal executive offices)
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
8.08% Preferred Trust Securities New York Stock Exchange, Inc.
(and the Guarantee with respect thereto)
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
(Title of class)
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Item 1. Description of Securities to be Registered.
A description of the terms and provisions of (a) the 8.08% Preferred
Trust Securities (the "Preferred Securities"), representing preferred undivided
beneficial interests in the assets of PWG Capital Trust II (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"), is contained in the Registration Statement on Form
S-3 of the Company and the Trust (Registration Nos. 333-13831 and 333-13831-02)
filed with the Commission on October 10, 1996, as amended by Amendment No. 1
thereto dated November 29, 1996 (the "Registration Statement") and as
supplemented by the Prospectus Statement dated March 11, 1997. Such description
is incorporated herein by reference.
Item 2. Exhibits.
1. Registration Statement and Prospectus Supplement (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).
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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: March 12, 1997 PAINE WEBBER GROUP INC.
by: /S/ WILLIAM J. NOLAN
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Name: William J. Nolan
Title: Treasurer
PWG CAPITAL TRUST II
by PAINE WEBBER GROUP INC.,
as Sponsor
by: /S/ WILLIAM J. NOLAN
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Name: William J. Nolan
Title: Treasurer
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INDEX OF EXHIBITS
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PAGE NUMBER
IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER TITLE STATEMENT
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1. Registration Statement and Prospectus
Supplement (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).
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