<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 713-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
THEODORE A. LEVINE
SENIOR VICE PRESIDENT, GENERAL COUNSEL & 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)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 par
value................... 1,256,360 $34.812(1) $43,736,405 $12,902.24
=======================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) on the basis of the average of the high
and low sales prices for the Common Stock on February 24, 1998, as reported
on the New York Stock Exchange Consolidated Tape. Estimated solely for
purposes of computing the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 3, 1998
PAINE WEBBER GROUP INC.
1,256,360 SHARES OF COMMON STOCK
($1 PAR VALUE)
------------------------
The Common Stock of Paine Webber Group Inc. (the "Company") is listed on
the New York Stock Exchange and the Pacific Stock Exchange. The last reported
sale price of the Company's Common Stock on the Composite Tape on March 2, 1998
was $38.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus relates to any issuance of shares of the Company's Common
Stock upon conversion of shares of the Company's 6% Convertible Preferred Stock
(the "6% Preferred Stock"). Shares of the Convertible Preferred Stock, which
have a liquidation value of $100.00 per share, are convertible, at the option of
the holder, into the number of shares of Common Stock determined by dividing the
aggregate liquidation value of the shares being converted by the conversion
value per share of Common Stock which is presently $9.83 per share for the 6%
Preferred Stock. Shares of the 6% Preferred Stock, none of which are outstanding
on the date of this Prospectus, are issuable upon conversion of the Company's
6.5% Convertible Debentures Due 2002 (the "Debentures Due 2002"), at the option
of the holders thereof, in an aggregate liquidation preference equal to the
aggregate principal amount of the 6.5% Convertible Debentures being converted.
The 6.5% Convertible Debentures have been issued to certain key employees of the
Company, its subsidiaries and its affiliates (the "Selling Securityholders").
This Prospectus also relates to the resale of such shares by the Selling
Securityholders, which may be effected from time to time in transactions (which
may include block transactions) on the New York or Pacific Stock Exchanges, in
the over-the-counter market, in negotiated transactions, through the writing of
options, or in a combination of such methods of sale, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. The Selling
Securityholders may effect such transactions by selling such shares to or
through dealers, underwriters or agents designated from time to time (which may
include PaineWebber Incorporated). Such dealers, underwriters or agents may
receive compensation in the form of discounts, concessions or commissions from
the Selling Securityholders or the purchasers of such shares for whom they may
act as agent or to whom they may sell as principal, or both (which compensation
as to a particular agent, underwriter or broker might be in excess of customary
commissions). Because the shares of Common Stock may be offered in whole or in
part from time to time by the Selling Securityholders, no estimate can be given
as to the number of shares of Common Stock to be offered for sale, the timing of
such sales, or the number that will be held by the Selling Securityholders upon
termination of such offerings. (See "Selling Securityholders").
All expenses incurred in connection with the issuance and the distribution
of the shares offered, other than any underwriting discounts, commissions and
concessions, will be borne by the Company and are estimated to be $23,302.24.
To the extent required with respect to sales other than direct sales and
customary brokerage transactions with customary commissions, the terms of the
offering and sale by Selling Securityholders of shares of Common Stock in
respect of which this Prospectus is delivered, including any initial public
offering price, any discounts, commissions or concessions allowed, reallowed or
paid to underwriters, dealers or agents and the proceeds to the Selling
Securityholders and any other material terms will be set forth in a Supplement
to this Prospectus.
------------------------
The date of this Prospectus is February , 1998.
<PAGE> 3
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON SHARES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK AND PACIFIC STOCK
EXCHANGES, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C., 20549; at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7
World Trade Center, New York, New York, 10048. In addition, copies of such
material can be obtained upon written request from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104. Such material may
also be accessed electronically by means of the Commission's home page on the
Internet at http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the shares of Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to Section 13 of the Exchange Act are incorporated herein by reference: (i) the
Annual Report on Form 10-K (including the portions of the Company's annual
report to stockholders incorporated by reference therein) for the year ended
December 31, 1996 (the "1996 Form 10-K"); (ii) the Quarterly Reports on Form
10-Q for the quarters ended March 31, 1997, June 30, 1997, September 30, 1997;
(v) the Current Report on Form 8-K dated August 15, 1997; (vi) the Current
Report on Form 8-K dated December 30, 1997; and (vii) the Current Report on Form
8-K dated February 19, 1998.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be part
hereof from the date of filing of such documents.
Any statement contained in the information or any document incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral request of such person, a copy of any or all of the documents referred
above which are incorporated by reference into this Prospectus, other than
certain exhibits
2
<PAGE> 4
to such documents. Requests for such copies should be directed to Assistant
Secretary, Paine Webber Group Inc., 1285 Avenue of the Americas, New York, New
York 10019 (Telephone: (212) 713-3224).
THE COMPANY
Paine Webber Group Inc. is a holding company which, together with its
operating subsidiaries, forms one of the largest full-service securities and
commodities firms in the industry. Founded in 1879, the Company employs
approximately 16,600 people in 299 offices worldwide.
The Company's principal line of business is to serve the investment and
capital needs of individual, corporate, institutional and public agency clients
through its broker-dealer subsidiary, PaineWebber Incorporated ("PaineWebber"),
and other specialized subsidiaries. The Company holds memberships in all major
securities and commodities exchanges in the United States, and makes a market in
many securities traded on Nasdaq National Market or on other over-the-counter
markets. Additionally, PaineWebber is a primary dealer in U.S. government
securities.
The Company is comprised of interrelated business groups, including
Research, the Private Client Group, the Municipal Securities Group, Investment
Banking, Asset Management, Global Fixed Income and Commercial Real Estate, and
Global Equities and Transaction Services, which utilize common operational and
administrative personnel and facilities.
The Research Group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
850 companies in 55 industry sectors.
The Private Client Group consists primarily of a domestic branch office
system and consumer product groups through which PaineWebber and certain other
subsidiaries provide clients with financial services and products, including the
purchase and sale of securities, option contracts, commodity and financial
futures contracts, fixed income instruments, mutual funds, trusts and selected
insurance products. The Company may act as a principal or agent in providing
these services. Fees charged vary according to the size and complexity of a
transaction, and the activity level of a client's account.
The Municipal Securities Group originates, underwrites, sells and trades
taxable and tax-exempt issues for municipal and public agency clients.
Through the Investment Banking Group, the Company provides financial advice
to, and raises capital for, a broad range of domestic and international
corporate clients. Investment Banking manages and underwrites public and private
offerings, participates as an underwriter in syndicates of public offerings
managed by others, and provides advice in connection with mergers and
acquisitions, restructurings and recapitalizations.
The Asset Management group is comprised of Mitchell Hutchins Asset
Management Inc. ("MHAM"), Mitchell Hutchins Institutional Investors Inc.
("MHII") and Mitchell Hutchins Investment Advisory division ("MHIA"). MHAM and
MHII provide investment advisory and portfolio management services to pension
and endowment funds. MHAM also provides investment advisory and portfolio
management services to individuals and mutual funds. MHIA provides portfolio
management services to individuals, trusts and institutions.
Through the Global Fixed Income and Global Equities Groups, the Company
places securities for, and executes trades on behalf of, institutional clients
both domestically and internationally. In addition, the Company takes positions
in both listed and over-the-counter equity securities and fixed income
securities to facilitate client transactions or for the Company's own account.
The Commercial Real Estate Group provides a full range of capital market
services to real estate clients, including underwriting of debt and equity
securities, principal lending activity, debt restructuring, property sales and
bulk sales services, and a broad range of other advisory services.
The Transaction Services Group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides
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<PAGE> 5
execution and clearing services to broker-dealers in the U.S. and overseas. The
Company also acts as a specialist responsible for executing transactions and
maintaining an orderly market in certain securities.
The Company's businesses operate in one of the nation's most highly
regulated industries. Violations of applicable regulations can result in the
revocation of broker-dealer licenses, the imposition of censures or fines, and
the suspension or expulsion of a firm. The Company's businesses are regulated by
various agencies, including the Commission, the NYSE, the Commodity Futures
Trading Commission and the National Association of Securities Dealers, Inc. (the
"NASD").
The Company's principal executive offices are located at 1285 Avenue of the
Americas, New York, New York 10019 (Telephone: (212) 713-2000).
For purposes of the foregoing description, all references to the "Company"
refer collectively to Paine Webber Group Inc. and its operating subsidiaries,
unless the context otherwise requires.
USE OF PROCEEDS
The Company will receive no cash proceeds from the issuance of shares of
Common Stock upon conversion of the shares of 6% Preferred Stock and will not
receive any proceeds from the sale of shares of Common Stock by the Selling
Securityholders.
PLAN OF DISTRIBUTION
The Company has issued its 6.5% Convertible Debentures Due 2002 to a
limited number of key employees of the Company, its subsidiaries and its
affiliates (the 'Selling Securityholders') in transactions not involving a
public offering. The outstanding Debentures have an aggregate principal amount
of $12,350,000. The 6.5% Convertible Debentures are convertible, at the option
of the holders thereof, into shares of 6% Preferred Stock having an aggregate
liquidation preference equal to the aggregate principal amount of the debentures
being converted. This conversion right is now fully exercisable. Shares of the
6% Preferred Stock have a liquidation value of $100.00 per share, are
convertible, at the option of the holder, into the number of shares of Common
Stock determined by dividing the aggregate liquidation value of the shares
converted by the conversion value per share of Common Stock, which is presently
$9.83 per share. The number of shares issuable upon conversion of shares of the
Convertible Preferred Stock is subject to adjustment in certain events,
including stock dividends on, and subdivisions or combinations of, the Company's
Common Stock.
This Prospectus relates to the issuance of shares of Common Stock upon
conversion of the 6% Preferred Stock. This Prospectus also relates to any resale
of such shares by the Selling Securityholders. Such resales may be affected from
time to time in transactions (which may include block transactions) on the New
York or Pacific Stock Exchanges, in the over-the-counter market, in negotiated
transactions, through the writing of options, or in a combination of such
methods of sale, at fixed prices which may be changed, at prevailing market
prices, or at negotiated prices. The Selling Securityholders may effect such
transactions by selling such shares to or through dealers, underwriters or
agents designated from time to time (which may include PaineWebber). Such
dealers, underwriters or agents may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders or the
purchasers of such shares for whom they may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular agent,
underwriter or broker might be in excess of customary commissions).
In connection with the Selling Securityholders' sale of shares offered
pursuant hereto, the Selling Securityholders and any agents, underwriters or
brokers that participate with the Selling Securityholders in the distribution
thereof may be deemed to be underwriters, and any commission received by them
and any profit recognized by them on the resale of such shares might be deemed
to be underwriting discounts and commissions under the Securities Act.
All expenses incurred in connection with the issuance and the distribution
of the shares offered, other than any underwriting discounts, commissions and
concessions, will be borne by the Company.
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<PAGE> 6
Neither the delivery of this Prospectus nor any action taken by any Selling
Securityholder shall be deemed or treated as an admission that any of them is an
underwriter within the meaning of the Securities Act.
SELLING SECURITYHOLDERS
Set forth below are the names of the beneficial owners of the 6.5%
Convertible Debentures who, as of the date of this Prospectus are, or, within
the last three years were, executive officers of the Company and may resell
shares of the Company's Common Stock pursuant to this Prospectus, the number of
shares of Common Stock presently owned by each of them, the number of shares of
Common Stock which may be offered by each of them and their positions, offices
and other material relationships with the Company or any of its predecessors or
affiliates within the past three years. In addition to the individuals listed
below, the Selling Securityholders include 28 individuals who are employees of
the Company, its Subsidiaries and its affiliates and who may offer and sell an
aggregate of 1,027,470 shares pursuant to this Prospectus and who owned
approximately 1,249,258 shares of Common Stock prior to this offering.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES
SELLING BENEFICIALLY REGISTERED
SHAREHOLDER OWNED HEREBY
----------- ------------ ----------
<S> <C> <C>
Donald B. Marron.......................... 2,007,217 203,458
Regina Dolan.............................. 87,749 25,432
</TABLE>
DONALD B. MARRON is the Chairman of the Board and Chief Executive Officer
of the Company. Mr. Marron is also Chairman of the Board and Chief Executive
Officer of PaineWebber Incorporated.
REGINA A. DOLAN is Senior Vice President and Chief Financial Officer of PW,
and Executive Vice President, Chief Financial Officer and Chief Administrative
Officer of PaineWebber Incorporated.
To the extent required with respect to sales other than customary brokerage
transactions by such Selling Securityholders with customary commissions, the
terms of the offering and sale by Selling Securityholders of shares of Common
Stock in respect of which this Prospectus is delivered, including any initial
public offering price, any discounts, commissions or concessions allowed,
reallowed or paid to underwriters, dealers or agents, and the proceeds to the
Selling Securityholders and any other material terms will be set forth in a
Supplement to this Prospectus.
Because the shares of Common Stock may be offered in whole or in part from
time to time by the Selling Securityholders, no estimate can be given as to the
number of shares of Common Stock to be offered for sale or the number that will
be held by the Selling Securityholders upon termination of such offerings.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company is authorized under its Certificate of Incorporation to issue
200,000,000 shares of Common Stock, par value $1 per share. At the close of
business on February 27, 1998, there were 139,184,010 shares of Common Stock
outstanding. At that date, the Company had reserved authorized shares of Common
Stock as follows: 45,419,216 shares for issuance upon exercise of employee stock
options and stock awards, including 1,256,360 shares for issuance upon
conversion of its 6% Convertible Preferred Stock. On February 5, 1998 the Board
of Directors of the Company authorized, subject to shareholder approval, an
amendment to the Certificate of Incorporation of the Company increasing the
number of shares of Common Stock that may be issued to 400,000,000 shares.
The holders of shares of Common Stock are entitled to one vote for each
share on all matters upon which stockholders have the right to vote. Shares of
Common Stock do not have any preemptive rights, are not subject to redemption
and do not have the benefit of any sinking fund. Holders of shares of Common
Stock are not liable for further calls or assessments. They are entitled to
receive such dividends as may be declared by the Board of Directors of the
Company out of funds legally available therefor and to share pro rata in any
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distribution to other holders of shares of Common Stock. Shares of Common Stock
are subject to all the preferences, rights and powers of shares of the Series
Preferred Stock set forth in the Company's Certificate of Incorporation or in
any resolution establishing a series of the Series Preferred Stock.
The payment of dividends on the Common Stock is subject to the prior
payment of dividends on any outstanding Series Preferred Stock and is restricted
by covenants in various loan agreements. At December 29, 1997, the Company was
not restricted in the payment of dividends by the provisions of the net capital
rules of the Commission of the New York Stock Exchange. At September 30, 1997,
the equity of the Company's subsidiaries totaled approximately $2.1 billion. Of
this amount approximately $406 million was not available for payment of such
dividends and advances to the Company. Restrictions on other subsidiaries with
respect to the amount of dividends they could declare or advances they could
make to the Company are not material in the aggregate.
The Transfer Agent and Registrar for the Common Stock is Chase Mellon
Shareholders Services, New York, New York.
PREFERRED STOCK
Under the Company's Certificate of Incorporation, the Board of Directors is
authorized to issue up to 20,000,000 shares of Series Preferred Stock (the
"Series Preferred Stock") in one or more series with such rights, restrictions
and qualifications, including any preferences, voting powers, dividend rights,
and redemption, sinking fund and conversion rights, as the Board of Directors
may determine by resolution. In December 1994, the Company issued 2,500,000
shares of 9% Cumulative Redeemable Preferred Stock (the "Preferred Stock") at
$100 per share. In the event of any liquidation, dissolution or winding up of
the Company, the holders of shares of the Preferred Stock will be entitled to
receive, prior to any distribution to the holders of shares of Common Stock, an
amount equal to $100 per share plus the sum of all accrued and unpaid dividends.
Dividends on the Preferred Stock are cumulative and payable in quarterly
installments at an annual rate of $9.00 per share. The holders of the Preferred
Stock have no general voting rights. The Preferred Stock is redeemable, in whole
or in part, at the option of the Company at $100 per share, on and after
December 16, 1999.
The Company's authorized capital also includes 558,192 shares of 6%
Preferred Stock, none of which is outstanding.
CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE
OF INCORPORATION AND BY-LAWS
The Company's Restated Certificate of Incorporation and By-Laws contain
certain provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the Company's Board of Directors and in the
policies formulated by the Board and to discourage an unsolicited takeover of
the Company if the Board determines that such takeover is not in the best
interests of the Company and its stockholders. However, these provisions could
have the effect of discouraging certain attempts to acquire the Company or
remove incumbent management even if some or a majority of the Company's
stockholders deemed such an attempt to be in their best interests.
Pursuant to the Restated Certificates of Incorporation, the Board of
Directors of the Company are divided into three classes serving staggered
three-year terms. Directors can be removed from office only for cause (as
defined in the Company's Restated Certificate of Incorporation) and only by the
affirmative vote of the holders of a majority of the voting power of the then
outstanding shares of stock of the Company entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class. Vacancies on the Board of Directors may only be filled by the remaining
directors and not by the stockholders, except that in the case of newly created
directorships, if the remaining directors fail to fill any such vacancy, the
stockholders may do so at the next annual or special meeting called for that
purpose.
The By-laws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors and with regard to certain matters to
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<PAGE> 8
be brought before an annual meeting of stockholders of the Company. In general,
notice must be received by the Company not less than 90 days prior to the
meeting and must contain certain specified information concerning the person to
be nominated or the matters to be brought before the meeting and concerning the
stockholder submitting the proposal.
Subject to the terms of any Preferred Stock, any action required or
permitted to be taken by the stockholders of the Company must be taken at a duly
called annual or special meeting of stockholders and may not be taken by written
consent. Special meetings may only be called by the Board of Directors.
The Restated Certificate of Incorporation also provides that in the case of
certain mergers, sales of assets, issuances of securities, liquidations or
dissolutions, or reclassifications or recapitalizations involving holders of
stock representing 20% or more of the voting power of the then outstanding
shares of Voting Stock, such transactions must be approved by (i) 80% of the
combined voting power of the then outstanding Voting Stock and (ii) a majority
of the then outstanding shares of Voting Stock held by Disinterested
Stockholders (as defined in the Company's Restated Certificate of
Incorporation), unless such transactions are approved by a majority of the
Disinterested Directors (as defined in the Company's Restated Certificate of
Incorporation) of the Company or unless certain minimum price, form of
consideration and procedural requirements are satisfied.
The affirmative vote of (i) 80% of the Combined voting power of the then
outstanding shares of Voting Stock and (ii) in the case of the provisions
referred to above relating to approvals of certain mergers, business
combinations and other similar transactions, a majority of the combined voting
power of the then outstanding shares of Voting Stock held by the Disinterested
Stockholders is required to amend certain provisions of the Company's Restated
Certificate of Incorporation, including the provisions referred to above
relating to the classification of the Board, filling vacancies on the Board,
prohibiting stockholder action by written consent, prohibiting the calling of
special meeting by stockholders, approval of amendments to the Company's By-laws
and approval of certain mergers, business combinations and other similar
transactions.
The requirement of a supermajority vote to approve certain corporate
transactions and certain amendments to the Restated Certificate of Incorporation
and By-laws of the Company could enable a minority of the Company's stockholders
to exercise veto powers over such transactions and amendments.
The Restated Certificate of Incorporation also provides that, to the
fullest extent permitted by the Delaware General Corporation Law, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon by Theodore A. Levine, Senior Vice President, General Counsel and Secretary
of the Company who owns beneficially 59,820 shares of Common Stock and has
options to purchase an additional 264,125 shares that are not currently
exercisable.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1996, incorporated by reference in the Company's Annual Report
(Form 10-K) have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.................. 2
Incorporation of Certain Information by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 4
Plan of Distribution................... 4
Selling Securityholders................ 5
Description of Capital Stock........... 5
Certain Provisions of the Restated
Certificate of Incorporation and By-
laws................................. 6
Legal Opinion.......................... 7
Experts................................ 7
</TABLE>
======================================================
======================================================
PAINE WEBBER
GROUP INC.
1,506,000 SHARES
COMMON STOCK
($1 PAR VALUE)
------------------------
PROSPECTUS
========================
FEBRUARY , 1998
======================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except for the registration
fee.
<TABLE>
<S> <C>
Registration Fee............................................ $12,902.24
Fees and Expenses of Accountants............................ $ 2,400.00
Fees and Expenses of Counsel................................ $ 5,000.00
Miscellaneous............................................... $ 3,000.00
Total............................................. $23,302.24
</TABLE>
ITEM 15. 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. is hereby incorporated by reference to Exhibit 3.1 hereto. Article
VII of Paine Webber Group Inc.'s By-Laws (relating to indemnification of
directors and officers of the Company) is hereby incorporated by reference to
Exhibit 3.3 hereto.
The Company 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 Company also maintains fiduciary liability
insurances for losses in connection with claims made against directors of
officers for violation of any of the responsibilities, obligations or duties
imposed upon fiduciaries under the Employee Retirement Income Security Act of
1974.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<S> <C> <C>
3.1 -- Restated Certificate of Incorporation of the Registrant, as
filed with the Office of the Secretary of State of the State
of Delaware on May 4, 1987 (incorporated by reference to
Exhibit 3.1 of Registrant's Registration Statement No.
33-52695 on Form S-3 filed with the SEC on October 16,
1995).
3.2 -- Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant, as filed with the Office of
the Secretary of State of the State of Delaware on February
10, 1994 (incorporated by reference to Registrant's Form 8-K
dated February 10, 1994).
3.3 -- By-laws of the Registrant as amended March 1, 1988
(incorporated by reference to Exhibit 3.2 of Registrant's
Registration Statement No. 33-52695 on Form S-3 filed with
the SEC on October 16, 1995).
5 -- Opinion of Theodore A. Levine, in respect of the legality of
the Securities registered hereunder, containing the consent
of such counsel.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Counsel. The consent of Theodore A. Levine is
included in his opinion filed herewith as Exhibit 5.
25 -- Power of Attorney (set forth on the signature pages of this
Registration Statement).
</TABLE>
II-1
<PAGE> 11
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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,
represent 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
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 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions described under Item 15
above, or otherwise, 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 Securities Act of 1933 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.
II-2
<PAGE> 12
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-3 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 February 27, 1998.
PAINE WEBBER GROUP INC.
(Registrant)
By: DONALD B. MARRON
--------------------------------------
(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>
DONALD B. MARRON Chairman of the Board, Chief February 27, 1998
- ----------------------------------------------------- Executive Officer and
(Donald B. Marron) Director (principal executive
officer)
REGINA DOLAN Senior Vice President and February 27, 1998
- ----------------------------------------------------- Chief Financial Officer
(Regina Dolan) (principal financial and
accounting officer)
T. STANTON ARMOUR Director February 27, 1998
- -----------------------------------------------------
(T. Stanton Armour)
E. GARRETT BEWKES, JR. Director February 27, 1998
- -----------------------------------------------------
(E. Garrett Bewkes, Jr.)
RETO BRAUN Director February 27, 1998
- -----------------------------------------------------
(Reto Braun)
</TABLE>
II-3
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
JOHN A. BULT Director February 27, 1998
- -----------------------------------------------------
(John A. Bult)
JOSEPH J. GRANO, JR. Director February 27, 1998
- -----------------------------------------------------
(Joseph J. Grano, Jr.)
FRANK P. DOYLE Director February 27, 1998
- -----------------------------------------------------
(Frank P. Doyle)
JAMES W. KINNEAR Director February 27, 1998
- -----------------------------------------------------
(James W. Kinnear)
Director February , 1998
- -----------------------------------------------------
(Naoshi Kiyono)
ROBERT M. LOEFFLER Director February 27, 1998
- -----------------------------------------------------
(Robert M. Loeffler)
EDWARD RANDALL, III Director February 27, 1998
- -----------------------------------------------------
(Edward Randall, III)
HENRY ROSOVSKY Director February 27, 1998
- -----------------------------------------------------
(Henry Rosovsky)
Director February , 1998
- -----------------------------------------------------
(Yoshinao Seki)
JOHN R. TORELL III Director February 27, 1998
- -----------------------------------------------------
(John R. Torell III)
</TABLE>
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
------- ----------- ------
<S> <C> <C> <C>
3.1 -- Restated Certificate of Incorporation of the Registrant,
as filed with the Office of the Secretary of State of the
State of Delaware on May 4, 1987 (incorporated by
reference to Exhibit 3.1 of Registrant's Registration
Statement No. 33-52695 on Form S-3 filed with the SEC on
October 16, 1995)........................................
3.2 -- Certificate of Amendment to the Restated Certificate of
Incorporation of the Registrant, as filed with the Office
of the Secretary of State of the State of Delaware on
February 10, 1994 (incorporated by reference to
Registrant's Form 8-K dated February 10, 1994)...........
3.3 -- By-laws of the Registrant as amended March 1, 1988
(incorporated by reference to Exhibit 3.2 of Registrant's
Registration Statement No. 33-52695 on Form S-3 filed
with the SEC on October 16, 1995)........................
5 -- Opinion of Theodore A. Levine, in respect of the legality
of the Securities registered hereunder, containing the
consent of such counsel..................................
23.1 -- Consent of Ernst & Young LLP.............................
23.2 -- Consent of Counsel. The consent of Theodore A. Levine is
included in his opinion filed herewith as Exhibit 5......
25 -- Power of Attorney (set forth on the signature pages of
this Registration Statement).............................
</TABLE>
<PAGE> 1
EXHIBIT 5
March 3, 1998
Board of Directors
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
1,256,360 SHARES
PAINE WEBBER GROUP INC.
COMMON STOCK
Dear Sirs:
I have examined and am familiar with the Certificate of Incorporation of Paine
Webber Group Inc., a Delaware corporation ("Paine Webber"), and the By-laws of
Paine Webber. I am also familiar with the corporate proceedings taken by Paine
Webber to authorize the issuance and sale of 1,256,360 shares of Common Stock,
par value $1 per share, of Paine Webber (the "Common Stock"). I have also
examined originals, or copies certified or otherwise identified to my
satisfaction, of such documents, corporate records and other instruments as I
have deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that, under the laws of the State of
Delaware, the shares of Common Stock have been duly authorized and, when issued
and sold, in accordance with the corporate proceedings referred to above, will
be legally issued, fully paid and nonassessable.
I know that I am referred to under the heading "Legal Opinion" in the prospectus
forming a part of the Registration Statement on Form S-3 relating to the shares
of Common Stock, and I hereby consent to such use of my name in such
Registration Statement.
Very truly yours,
TAL/mas
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and the related Prospectus of Paine Webber
Group Inc. for the registration of 1,256,360 shares of its Common Stock and to
the incorporation by reference therein of our report dated February 3, 1997,
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, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
March 3, 1998
