<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 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 OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
------------------------------------
PAINEWEBBER PARTNERPLUS PLAN FOR INVESTMENT EXECUTIVES
(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
TELEPHONE: (212) 713-2879
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE EMPLOYER AND
FOR THE ISSUER OF THE SECURITIES)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION FEE
TO BE REGISTERED REGISTERED(1) PER OBLIGATION (2) OFFERING PRICE (2) (2)
- ------------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations............... $900,000,000 100% $900,000,000 $250,200
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Paine
Webber Group Inc. to pay deferred compensation in the future in accordance
with the PaineWebber PartnerPlus Plan.
(2) Estimated solely for the purpose of determining the registration fee.
------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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.
2
<PAGE> 3
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 Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998, (c) the Registrant's Current
Reports on Form 8-K dated July 15, 1998 and October 13, 1998. All documents
subsequently filed by the Registrant or the Plan pursuant to Section 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 a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the PaineWebber PartnerPlus Plan for Investment Executives (the
"Plan"), Paine Webber Group Inc. (the "Company") will provide eligible employees
the opportunity to enter into agreements for the deferral of a specified
percentage of their cash compensation. In addition, the Company will make
contributions to an eligible employees account each year in accordance with the
terms of the Plan. The obligations of the Company under such agreements (the
"Obligations") will be unsecured general obligations of the Company to pay the
benefits in the future in accordance with the terms of the Plan, and will rank
pari passu with other unsecured and unsubordinated indebtedness of the Company
from time to time outstanding. However, because the Company is a holding
company, the right of the Company, and hence the right of creditors of the
Company (including participants in the Plan), to participate in any distribution
of the assets of any subsidiary upon its liquidation or reorganization or
otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of the Company itself as a creditor
of the subsidiary may be recognized. In addition, dividends, loans and advances
from certain subsidiaries, including PaineWebber Incorporated, to the Company
are restricted by net capital requirements under the Exchange Act, and under
rules of certain exchanges and other regulatory bodies.
The amount of compensation to be deferred by each participating employee
(each a "Participant") will be determined in accordance with the Plan based on
elections by each Participant. In addition, the Company may make contributions
to an eligible employees account each year in accordance with the terms of the
Plan. Each Obligation will be payable generally at a specified time in the tenth
year after the year of contribution in accordance with the terms of the Plan.
The employee and Company contributions will be credited with interest based on
two formulas as set forth in the Plan. The Obligations will be denominated and
be payable in United States dollars.
Company contributions made on or after January 1, 1999 and the interest
thereon generally will vest 20% per year beginning after six years from the date
of contribution, through year ten. Company contributions made prior to January
1, 1999 will vest generally after ten years from the date of contribution.
Voluntary contributions vest immediately and the interest thereon will vest on
the same terms as interest on Company contributions.
A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.
Participants may withdraw vested contributions and vested interest, but no
voluntary contribution may be withdrawn within one year after it was
contributed, and amounts contributed in 1999 and later may be withdrawn only
upon one year's advance notice. Unvested interest on withdrawn contributions
will in certain circumstances be forfeited.
At or following termination of the Plans, as specified by the Company,
further contributions and further crediting of interest will cease, vested
amounts will be distributed to participants, and unvested amounts may be
forfeited or may be distributed or otherwise provided for in the discretion of
the Company (subject to certain limitations in the event of a prior change in
control of the Company).
3
<PAGE> 4
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon for the
Registrant by Theodore A. Levine, Senior Vice President and General Counsel of
Registrant, who owns beneficially 31,442 shares of Registrant's Common Stock and
has options to purchase 205,625 shares of the Registrant's Common Stock that are
not currently exercisable.
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 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>
5 -- Opinion of Theodore A. Levine, Esq.
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>
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;
4
<PAGE> 5
(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-8 or Form S-3 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 purposes 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 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 person 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.
5
<PAGE> 6
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 September 30, 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, F. DANIEL CORKERY and REGINA
DOLAN, and each of them (with full power to each of them to act alone), their
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for them and in their 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 September 30, 1998
- --------------------------------------------- Executive Officer and Director
(Donald B. Marron) (principal executive officer)
/s/ REGINA A. DOLAN Senior Vice President and Chief September 30, 1998
- --------------------------------------------- Financial Officer (principal
(Regina A. Dolan) financial and accounting officer)
and Director
/s/ E. GARRETT BEWKES, JR. Director September 30, 1998
- ---------------------------------------------
(E. Garrett Bewkes, Jr.)
/s/ RETO BRAUN Director September 30, 1998
- ---------------------------------------------
(Reto Braun)
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOSEPH J. GRANO, JR. Director September 30, 1998
- ---------------------------------------------
(Joseph J. Grano, Jr.)
/s/ FRANK P. DOYLE Director September 30, 1998
- ---------------------------------------------
(Frank P. Doyle)
/s/ JAMES W. KINNEAR Director September 30, 1998
- ---------------------------------------------
(James W. Kinnear)
/s/ NAOSHI KIYONO Director September 30, 1998
- ---------------------------------------------
(Naoshi Kiyono)
/s/ ROBERT M. LOEFFLER Director September 30, 1998
- ---------------------------------------------
(Robert M. Loeffler)
/s/ EDWARD RANDALL, III Director September 30, 1998
- ---------------------------------------------
(Edward Randall, III)
/s/ HENRY ROSOVSKY Director September 30, 1998
- ---------------------------------------------
(Henry Rosovsky)
Director September 30, 1998
- ---------------------------------------------
(Yoshinao Seki)
/s/ JOHN R. TORELL III Director September 30, 1998
- ---------------------------------------------
(John R. Torell III)
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
5 -- Opinion of Theodore A. Levine.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Theodore A. Levine (included as part of Exhibit
5).
25 -- Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5
October 28, 1998
Paine Webber Group
1285 Avenue of the Americas
New York, New York 10019
Dear Sirs:
I have acted as counsel for Paine Webber Group, Inc., a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission expected to be made on or about October 28,
1998 under the Securities Act of 1933, as amended, of a Registration Statement
on Form S-8 (the "Registration Statement") for the purpose of registering
$900,000,000 of Deferred Compensation Obligations which represent unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the PaineWebber PartnerPlus Plan for Investment
Executives (the "Plan"). In such capacity, I have examined the Restated
Certificate of Incorporation and By-Laws of the Company, the Plan, and such
other documents of the Company as I have deemed necessary or appropriate for the
purposes of the opinion expressed herein.
Based upon the foregoing, it is my opinion, when issued in accordance with
the provisions of the Plan, the Deferred Compensation Obligations will be valid
and binding obligations of the Company, enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency or
other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Paine Webber Group Inc. pertaining to the PaineWebber PartnerPlus
Plan for Investment Executives 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.
New York, New York
October 28, 1998
