<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998.
REGISTRATION STATEMENT NO. 333-
================================================================================
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)
<TABLE>
<S> <C>
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
------------------------------------
PAINEWEBBER INVESTMENT
EXECUTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------------------
THEODORE A. LEVINE
SENIOR 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>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------------------
Common Stock ($1 par value)... 3,000,000 $42.063 $126,189,000 $37,225.76
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The aggregate maximum number of shares of Common Stock which have been or
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) Pursuant to Rule 457(h), the aggregate offering price and the registration
fee have been computed upon the basis of the average of the high and low
prices reported in the consolidated reporting system as of June 1, 1998.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
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 Exchange Act, (b) the Plan's latest Annual Report on Form 11-K filed
pursuant to Section 15(d) of the Exchange Act, (c) the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, (d) the Registrant's
definitive proxy statement or information statement filed pursuant to Section 14
of the Securities 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 (e) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8 filed under Section 12 of the
Securities Exchange Act, including Amendment No. 4 thereto dated January 30,
1986, and any other amendment or report filed under the Securities 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 Securities 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 part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the General Corporation Law of the State of Delaware gives
corporations the power to eliminate or limit the personal liability of directors
under certain circumstances. Section 145 of the General Corporation Law of the
State of Delaware gives corporations the power to indemnify directors and
officers under certain circumstances.
Article IX of the Restated Certificate of Incorporation (relating to the
elimination of personal liability of directors of the Company) of Paine Webber
Group Inc. filed as Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended
March 31, 1998 is incorporated herein by reference. Article VII of Paine Webber
Group Inc.'s By-Laws (relating to indemnification of directors and officers of
the Company) filed as Exhibit 3.5 of Registrant's Form 10-K for the year ended
December 31, 1997 is incorporated herein by reference.
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. The registrant also
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<PAGE> 3
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.
<TABLE>
<C> <C> <S>
4.1 -- PaineWebber Investment Executive Stock Option Plan.
4.2 -- Form of Stock Option Agreement.
5 -- Opinion of Theodore A. Levine as to the legality of the
Securities being registered.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Theodore A. Levine (set forth in Exhibit 5
Opinion).
25 -- Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
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.
(b) That, for purpose 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
II-2
<PAGE> 4
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.
(h) 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 persons 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.
II-3
<PAGE> 5
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 26, 1998.
PAINE WEBBER GROUP INC.
(Registrant)
/s/ DONALD B. MARRON
By:
--------------------------------------
(Donald B. Marron,
Chairman of the Board and
Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DONALD B. MARRON, WILLIAM NOLAN and REGINA 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 in 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
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DONALD B. MARRON Chairman of the Board, Chief May 26, 1998
- --------------------------------------------- Executive Officer and Director
(Donald B. Marron) (principal executive officer)
/s/ REGINA DOLAN Senior Vice-President and Chief May 26, 1998
- --------------------------------------------- Financial Officer and Director
(Regina Dolan) (principal financial and accounting
officer)
/s/ E. GARRETT BEWKES, JR. Director May 26, 1998
- ---------------------------------------------
(E. Garrett Bewkes, Jr.)
/s/ RETO BRAUN Director May 26, 1998
- ---------------------------------------------
(Reto Braun)
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOSEPH J. GRANO, JR. Director May 26, 1998
- ---------------------------------------------
(Joseph J. Grano, Jr.)
/s/ FRANK P. DOYLE Director May 26, 1998
- ---------------------------------------------
(Frank P. Doyle)
/s/ JAMES W. KINNEAR Director May 26, 1998
- ---------------------------------------------
(James W. Kinnear)
/s/ NAOSHI KIYONO Director May 26, 1998
- ---------------------------------------------
(Naoshi Kiyono)
/s/ ROBERT M. LOEFFLER Director May 26, 1998
- ---------------------------------------------
(Robert M. Loeffler)
/s/ EDWARD RANDALL, III Director May 26, 1998
- ---------------------------------------------
(Edward Randall, III)
/s/ HENRY ROSOVSKY Director May 26, 1998
- ---------------------------------------------
(Henry Rosovsky)
/s/ YOSHINAO SEKI Director May 26, 1998
- ---------------------------------------------
(Yoshinao Seki)
/s/ JOHN R. TORELL III Director May 26, 1998
- ---------------------------------------------
(John R. Torell III)
</TABLE>
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EXHIBIT INDEX
EXHIBITS
<TABLE>
<C> <C> <S>
4.1 -- PaineWebber Investment Executive Stock Option Plan.
4.2 -- Form of Stock Option Agreement.
5 -- Opinion of Theodore A. Levine as to legality of Securities
being registered.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- 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).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
PAINEWEBBER
INVESTMENT EXECUTIVE STOCK OPTION PLAN
------------------------------------
ARTICLE I
PURPOSE
The PaineWebber Investment Executive Stock Option Plan (the "Plan") is
intended to motivate and retain a strong sales force by rewarding top producers
with a meaningful capital accumulation opportunity. The award is designed to
align the interest of key sales force members with those of PaineWebber and its
subsidiaries, while recognizing the current and future contributions of these
individuals to the success of PaineWebber.
ARTICLE II
DEFINITIONS
When used in this Plan, unless the context otherwise requires, the
following terms shall have the meaning set forth below:
(a) "Administrator" shall mean the person serving from time to time as
the Director of Human Resources of PaineWebber Incorporated.
(b) "Common Stock" shall mean Common Stock, per value $1 per share, of
Paine Webber Group Inc.
(c) "Company" shall mean Paine Webber Group Inc. and shall include any
corporation which is or hereafter becomes a direct or indirect subsidiary
corporation of Paine Webber Group Inc.
(d) "Compensation Committee" shall mean the Compensation Committee of
the Board of Directors of Paine Webber Group Inc.
(e) "Fiscal Year" shall mean the annual period used by Paine Webber
Group Inc. for financial accounting purposes.
(f) "Option" shall mean the option granted pursuant to this Plan to
acquire Common Stock at the price specified in the governing option
agreement.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator.
The Administrator, subject to Compensation Committee approval, is
authorized, subject to the provisions of the Plan, in his discretion, from time
to time to grant Options under the Plan; to establish, modify, or rescind such
rules and regulations as he deems necessary for the proper administration of the
Plan; and to make such determinations and interpretations and to take such steps
in connection with the Plan or the Options granted hereunder as he deems
necessary or advisable.
All such actions and determinations by the Administrator under the Plan or
with respect to the Options granted thereunder shall be final and binding on all
persons. The Administrator shall not be liable for any action taken, or
determination made, in good faith.
1
<PAGE> 2
ARTICLE IV
COMMON STOCK
The Common Stock subject to Options may be shares of authorized but
unissued Common Stock or previously issued shares of Common Stock reacquired by
the Company. Under the Plan the total number of shares of Common Stock which may
be purchased pursuant to Options awarded in respect of Fiscal Year 1994 shall
not exceed 3,270,000 shares and the total number of shares of Common Stock which
may be purchased pursuant to Options worked in respect of Fiscal Year after
Fiscal Year 1994 shall not exceed 3,000,000, except as such number of shares
shall be adjusted in accordance with provisions of ARTICLE X thereof; provided
that in no event shall any Option be granted hereunder if, after giving effect
thereto, either (i) the aggregate number of shares subject to Options hereunder
and shares previously acquired pursuant to the exercise of Options would exceed
twenty (20.0%) percent of the total number of shares of Common Stock outstanding
at the time of grant of such Option or (ii) the aggregate voting power of shares
subject to Options hereunder and shares previously acquired pursuant to the
exercise of Options would exceed twenty (20.0%) percent of the total voting
power outstanding at the time of the grant of such Options, in each case
exclusive of outstanding shares of Common Stock acquired pursuant to the
exercise of Options previously awarded hereunder.
ARTICLE V
ELIGIBILITY
Investment executives or managers employed by the Company and Kidder
Peabody & Company and other investment executives or managers whom PaineWebber
is seeking to employ shall be eligible to be granted an Option. No individual
who is a director or officer of Paine Webber Group Inc. (including without
limitation for purposes of Section 16 of the Securities Exchange Act of 1934)
shall be eligible to be granted an Option hereunder.
ARTICLE VI
OPTIONS
An Option shall entitle the holder thereof to purchase Common Stock at a
price determined at or prior to the date of grant by the Compensation Committee.
Options granted pursuant to the Plan shall be nonqualified stock options. More
than one Option may be granted to any optionee. No Option shall be exercised
after the date ten years from the date of grant of the Option.
ARTICLE VII
TERMS AND PROVISIONS OF OPTIONS
Options shall be evidenced by agreements in such form as the Administrator
shall from time to time approve, which agreements need not contain uniform terms
and conditions but shall comply with and be subject to all the terms and
conditions of the Plan. The Option may specify that the Option may not be
exercised in whole or in part for a certain period or periods of time. Except as
may be so specified, any Option may be exercised in whole at any time or in part
from time to time during the period provided.
ARTICLE IX
PAYMENT FOR SHARES
Payment for shares of Common Stock purchased upon exercise of an Option
shall be made in full upon exercise of the Option. No Common Stock shall be
delivered to an optionee until he has paid to the Company (or made arrangements
satisfactory to the Administrator) the amount of tax required to be withheld
upon exercise of all such Options.
2
<PAGE> 3
ARTICLE X
ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
The aggregate number of shares of Common Stock which may be represented by
Options and the number of shares of Common Stock covered by each outstanding
Option and the price per share thereof shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of Common Stock
resulting from a stock split or other subdivision or consolidation of shares of
Common Stock, or for other capital adjustments or payments of stock dividends or
distribution or other increases or decreases in the outstanding shares of Common
Stock effected without receipt of consideration by Paine Webber Group Inc.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Administrator in his sole discretion. Any
such adjustment may provide for the elimination of any fractional share which
might otherwise become subject to an Option.
ARTICLE XI
RIGHTS OF HOLDERS OF OPTIONS
A holder of an Option shall have no rights as a stockholder with respect to
any share covered by his Option until he shall have become the holder of record
of such share, and be shall not be entitled to any dividends or distributions or
other rights in respect of such share for which the record date is prior to the
date on which he shall have become the holder of record thereof.
ARTICLE XII
EFFECTIVENESS, AMENDMENT OR DISCONTINUANCE OF PLAN
The Plan shall be effective with respect to Fiscal Years beginning on or
after January 1, 1988. The Compensation Committee may, without the consent of
any participant, at any time terminate the Plan entirely and at any time or from
time to time amend or modify the Plan; provided that no such action shall
adversely affect Options theretofore granted hereunder.
3
<PAGE> 1
EXHIBIT 4.2
PAINEWEBBER
INVESTMENT EXECUTIVE STOCK OPTION
MASTER AGREEMENT -- 1990
This Cover and Signature Page is the fist page of the PaineWebber
Investment Executive Stock Option Master Agreement -- 1990 (the "Agreement")
between Paine Webber Group Inc. ("PWG") and each of the persons who are
designated as "Optionee" on a counterpart of this Cover and Signature Page and
who sign and return a copy of this Cover and Signature Page.
You, as the "Optionee" named on this counterpart of the Cover and Signature
Page, have been granted an option under the PaineWebber Investment Executive
Stock Option Plan (the "Plan") to purchase the number of shares of PWG common
stock, par value of $1.00 per share ("Common Stock"), indicated below at an
option price of $22.57 per share in respect of 1990.
This Agreement has already been signed in counterpart by the Administrator
of the Plan. Please sign your name in the space provided at the bottom of this
counterpart Cover and Signature Page and return the signed page to the
Administrator, whereupon this Agreement will become a legal and binding
agreement between you and PWG, effective as of the date stated below, governing
your rights with respect to the stock option granted to you hereunder.
1. Optionee:
Name _____________________________________________________________ ;
Social Security Number ___________________________________________ .
2. Number of Shares: ____________ .
* * * *
IN WITNESS WHEREOF, Paine Webber Group Inc. and each of the persons who are
designated as "Optionee" on a counterpart of this Cover and Signature Page and
who execute such counterpart in the space provided below agree to be bound by
the terms and provisions of this Agreement, as of this 6th day of May, 1991.
<TABLE>
<S> <C>
ADMINISTRATOR, PAINEWEBBER OPTIONEE:
INVESTMENT EXECUTIVE STOCK
OPTION PLAN
By
______________________________ _____________________________
Director of Human Resources
PaineWebber Incorporated
</TABLE>
* * * *
<PAGE> 1
EXHIBIT 5
PAINEWEBBER
June 3, 1998
Board of Directors
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
Re: Registration Statement On Form S-8
Investment Executive Stock Option 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 June 4, 1998 and relating to the
offering of shares of the Company's common stock, par value $1 per share (the
"Stock"), under the Company's Investment Executive Stock Option 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,
/s/ Theodore A. Levine
General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Paine Webber Investment Executive Stock Option Plan
of Paine Webber Group Inc. of our report dated January 30, 1998, 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, 1997.
/s/ Ernst & Young
New York, New York
June 3, 1998
