<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1998
REGISTRATION 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> <C>
DELAWARE 13-2760086
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
1285 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK, 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
PAINE WEBBER GROUP INC. EQUITY PLUS PROGRAM
(FULL TITLE OF THE PLANS)
------------------------
THEODORE A. LEVINE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PAINE WEBBER GROUP INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 713-2879
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share.................. 6,000,000 30.78 $184,680,000 $51,341.04
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. Such
estimate is calculated in accordance with Rule 457(h) under the Securities
and Exchange Act of 1933, as amended, (the "Securities Act"), and is based
on the average of the high and low share prices for the Common Stock on the
New York Stock Exchange on October 28, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION
- ---------------
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part 1 of Form S-8.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN 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 quarter 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;
(d) the Registrant's definitive proxy statement or information statements
filed pursuant to Section 14 of the Securities Exchange Act in
connection with Registrant's latest annual meeting of shareholders 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.
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 the Registrant
filed as Exhibit 3.1 of the Registrant's Form 10-Q for the quarter ended March
31, 1998 is incorporated herein by reference. Article VII of the Registrant'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
3
<PAGE> 4
violation of any of the responsibilities, obligations or duties imposed upon
fiduciaries under the Employee Retirement Income Act of 1974.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Paine Webber Group Inc. Equity Plus Program.
5 Opinion of Theodore A. Levine, Esq. as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Theodore A. Levine, Esq. (set forth in Exhibit 5 Opinion).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The 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 aggregate,
represent a fundamental change in the information set forth in this
registration statement.; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-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
this 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) The Registrant hereby undertakes that, for purposes of determining
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 each filing of an employee benefit plan annual report
pursuant to
4
<PAGE> 5
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities 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 , 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 SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NUMBER
- ------- ----------------------- -----------
<C> <S> <C>
4 Paine Webber Group Inc. Equity Plus Program. [ ]
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).
24 Power of Attorney (set forth on the signature page of this [ ]
Registration Statement).
</TABLE>
8
<PAGE> 1
Exhibit 4
PAINE WEBBER GROUP INC.
EQUITY PLUS PROGRAM
1. PURPOSE. The purpose of the Program is to assist
PaineWebber in increasing the share ownership of Eligible Employees of
PaineWebber and to enable such Eligible Employees to acquire or increase a
proprietary interest in PaineWebber. Subject to the terms of the Program,
Participants will be given the opportunity under the Program to purchase shares
of Common Stock and be granted a Related Option based on the number of Program
Shares they purchase.
2. DEFINITIONS AND RULES OF CONSTRUCTION.
(a) For purposes of the Program, the following capitalized
words shall have the meanings set forth below:
"Account" means an account established by PaineWebber
in accordance with Section 9 to record a Participant's Cash
Contributions, Program Shares and Related Options.
"Account Balance" means, collectively, a
Participant's Cash Account Balance, Program Shares and outstanding
Related Options.
"Board" means the Board of Directors of PWG.
"Cash Account Balance" means, as of a given date, the
sum of the Cash Contributions credited to a Participant's Account and
not applied to the purchase of Program Shares.
"Cash Contributions" means the portion of a
Participant's Compensation that the Participant has elected to
contribute to the Program in accordance with Section 6.
"Change in Eligibility Status" has the meaning set
forth in Section 8(c)(i).
"Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the rulings and regulations promulgated
thereunder.
"Committee" means the Compensation Committee of the
Board, or such other committee of the Board as may be designated by the
Board to administer the Program.
<PAGE> 2
2
"Common Stock" means the common stock, par value
$1.00 per share, of PWG.
"Compensation" has the same meaning as the definition
of "compensation" under the PaineWebber 401(k) Plus Plan, as amended
from time to time.
"Contribution Percentage" means the percentage of
Compensation that a Participant has elected to contribute to the
Program.
"Effective Date" means October 16, 1998.
"Eligible Employee" means any individual who is
eligible to participate in the PaineWebber 401(k) Plus Plan, as amended
from time to time, or such other individuals as may be determined by
the Committee who are employed outside the United States. Eligible
Employee shall not include any individual who is characterized by
PaineWebber as an "independent contractor" regardless of whether or not
such classification is substantially upheld by a court or governmental
authority. Eligible Employee shall not include any individual who is
covered by a collective bargaining agreement. Eligible Employee shall
also exclude any individual whose employment contract, offer letter or
similar agreement with PaineWebber provides that such individual shall
not be eligible to participate in the Program.
"Enrollment Form" means a written form prescribed by
the Committee and meeting the requirements of Section 6(b) which is
signed by an Eligible Employee and pursuant to which an Eligible
Employee elects to participate in the Program, specifies his applicable
Contribution Percentage(s) and authorizes PaineWebber to withhold Cash
Contributions from his Compensation.
"Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and the rulings and regulations
promulgated thereunder.
"Fair Market Value" means, with respect to a share of
Common Stock, the average of the high and low sales prices of Common
Stock on the New York Stock Exchange on the date as of which such value
is being determined.
"Long-Term Disability Status" has the meaning set
forth in Section 8(c)(iii).
"Multiplier" means two, or such other number as may
be approved by the Chairman of PaineWebber (or, in the case of officers
of PWG who are subject to the reporting requirements of Section 16(a)
of the Exchange Act, the Committee) for all
<PAGE> 3
3
Participants or for a specified class or classes of Participants. More
than one Multiplier may be in effect for different Participants or
different classes of Participants for each Program Year.
"PaineWebber" means PWG and each direct or indirect
subsidiary thereof.
"Participant" means an Eligible Employee of
PaineWebber who has elected to participate in the Program in accordance
with Section 6. A Participant includes any individual who has an
Account Balance under the Program.
"Program" means this Paine Webber Group Inc. Equity
Plus Program.
"Program Administrator" means any agent appointed by
the Committee (i) to maintain Program records and Participant Accounts,
(ii) to hold the shares that remain subject to the Transfer restriction
described in Section 6(d), (iii) to purchase shares on behalf of the
Program in the open market or (iv) to whom authority under the Program
is delegated, including a third-party administrator. Notwithstanding
anything to the contrary, the person appointed pursuant to clause (iii)
shall not be an affiliate of PaineWebber.
"Program Limitations" means the minimum limitation
set forth in Section 6(c)(iii) and the maximum limitation set forth in
Section 6(c)(iv).
"Program Shares" means the shares of Common Stock
purchased by a Participant that are subject to the transfer
restrictions set forth in Section 6(e).
"Program Year" means, unless the Committee determines
otherwise, January 1, 1999 through November 30, 1999 and each
twelve-month period commencing on each December 1st thereafter prior to
termination of the Program in accordance with Section 11.
"Purchase Date" means the date as of which the Cash
Account Balances of Participants are applied to the purchase of Program
Shares. Unless the Committee determines otherwise, the Purchase Dates
shall be the last business day in each February, May, August, and
November. A Quarterly Participation Period will end on the occurrence
of a Purchase Date.
"PWG" means Paine Webber Group Inc., a Delaware
corporation, and any successor thereto.
<PAGE> 4
4
"Quarterly Participation Period" means a period of
approximately three months ending on a Purchase Date during any part of
which Cash Contributions are collected by PaineWebber for the purpose
of purchasing Program Shares; provided, however, that the first
Quarterly Participation Period shall commence on January 1, 1999 and
end on the next following Purchase Date.
"Related Option" means the stock options granted to a
Participant under the Stock Option Plans in connection with the
Participant's purchase of Program Shares and which are subject to the
vesting, forfeiture and other provisions of Section 7.
"Share Holding Period" means, with respect to a
Program Share, the period beginning on the Purchase Date related to
such share and ending on the earliest to occur of (i) the second
anniversary of such Purchase Date, (ii) the date of a Change in
Control, (iii) the date that a Participant's employment with
PaineWebber ends for any reason and (iv) such earlier date specified by
the Committee.
"Stock Option Plans" means, collectively, the Paine
Webber Group Inc. 1994 Executive Stock Award Plan, the Paine Webber
Group Inc. 1994 Stock Award Plan and the Paine Webber Group Inc.
Investment Executive Stock Option Plan, as amended and in effect
immediately prior to the Effective Date, and any other plan designated
by the Committee for the grant of Related Options.
"Transfer" means to sell, assign, transfer,
distribute, pledge, mortgage, encumber, otherwise dispose of or create
an interest in any property.
(b) Rules of Construction. Unless the context requires
otherwise, the masculine form of a word shall be deemed to include the feminine
and the singular form of a word shall be deemed to include the plural. Section
references are, unless otherwise noted, to sections of the Program.
(c) Stock Option Plans. Certain provisions of the Program are
to be read in conjunction with the provisions of the Stock Option Plans. In the
event of any discrepancy between the provisions of the Program concerning the
Related Options and the provisions of the Stock Option Plans, the provisions of
the applicable Stock Option Plan will prevail.
3. ADMINISTRATION.
(a) Authority of the Committee. The Program shall be
administered by the Committee, no member of which shall be eligible to
participate in the Program. The Committee shall have full and final authority,
in each case subject to and consistent with the provisions of the Program, (i)
to establish rules and regulations for the administration of the Program, (ii)
to
<PAGE> 5
5
construe and interpret the Program and the forms of award documents and to
correct defects, supply omissions or reconcile inconsistencies therein, (iii) to
make factual determinations in connection with the administration or
interpretation of the Program, and (iv) to make all other decisions or
interpretations as the Committee may deem necessary or advisable for the
administration of the Program. Any decision of the Committee in the
administration of the Program shall be final and conclusive on all interested
persons. Notwithstanding the above, the grant of Related Options under the
Program shall be made in accordance with the terms and provisions of the
applicable Stock Option Plan.
(b) Delegation. The Committee may delegate its responsibility
with respect to the administration of the Program to the Chief Administrative
Officer, to the Director of Human Resources, to one or more members of the
Committee or to one or more members of the Board or to one or more Program
Administrators; provided, however, that the Committee may not delegate its
responsibility (i) with respect to Participants who are subject to Section 16 of
the Exchange Act or Section 162(m) of the Code or (ii) to amend or terminate the
Program in accordance with Section 11. The Committee may also appoint agents to
assist in the day-to-day administration of the Program and may delegate the
authority to execute documents under the Program to one or more members of the
Committee or to one or more officers of PaineWebber.
(c) Reliance and Indemnification. The Committee shall be
entitled to rely in good faith upon any report or other information furnished to
it by PaineWebber or from the financial, accounting, legal or other advisers of
PaineWebber. Each member of the Committee, each individual to whom the Committee
delegates authority hereunder, each individual designated by the Committee to
administer the Program and each other person acting at the direction of or on
behalf of the Committee shall not be liable for any determination or anything
done or omitted to be done by him or by any other member of the Committee or any
other such individual in connection with the Program, except for his own willful
misconduct or as expressly provided by statute, and, to the extent permitted by
law and the by laws of PWG, shall be fully indemnified and protected by
PaineWebber with respect to such determination, act or omission. The provisions
of this Section 3(c) shall not apply to any third-party who is not affiliated
with PaineWebber.
4. ELIGIBILITY. Each Eligible Employee of PaineWebber may
participate in the Program by completing and filing with PaineWebber an
Enrollment Form in accordance with Section 6(b). PaineWebber will begin
deducting Cash Contributions beginning with the first payment of Compensation in
the Program Year. A newly hired Eligible Employee may elect to participate in
the Program at any time prior to October 1st of the Program Year in which occurs
their date of hire by completing an Enrollment Form and filing it with
PaineWebber's payroll office. PaineWebber will begin deducting Cash
Contributions beginning as soon as practicable following the date of enrollment.
A newly hired employee who is hired on or after October 1st
<PAGE> 6
6
may participate in the Program Year following the Program Year in which occurs
their date of hire by completing an Enrollment Form in accordance with Section
6(b).
5. COMMON STOCK SUBJECT TO THE PROGRAM. PaineWebber is
authorized to issue up to three million shares of Common Stock annually as
Program Shares under the Program. Such shares of Common Stock may be newly
issued shares of Common Stock, reacquired shares of Common Stock held in the
treasury of PWG, or shares purchased by the Program Administrator in the open
market on behalf of the Program. Shares of Common Stock issued in connection
with the Related Options shall not be subject to the limit set forth above but
shall be subject to any applicable limit in the Stock Option Plan pursuant to
which the Related Option is granted.
6. PURCHASES OF PROGRAM SHARES.
(a) Program Years. The Program shall be implemented by
consecutive (but not concurrent) Program Years. The Committee shall have the
authority to delay the start of a Program Year, to curtail, suspend or terminate
a Program Year or to cancel the start of one or more Program Years during the
Term of the Program with respect to some or all of the Participants. In
addition, the Committee may curtail, suspend or terminate one or more Quarterly
Participation Periods or cancel the start of one or more Quarterly Participation
Periods related to a Program Year with respect to some or all of the
Participants. If the Committee suspends or terminates a Program Year or a
Quarterly Participation Period, the Committee may (i) apply the Cash
Contributions credited to each Participant's Account to the purchase of Program
Shares as of the next applicable Purchase Date, (ii) as promptly as practicable,
remit to the Participant the Participant's Cash Account Balance or (iii)
undertake a combination of clauses (i) and (ii) in accordance with procedures
established by the Committee for this purpose.
(b) Elections. An Eligible Employee shall become a Participant
by completing an Enrollment Form which (i) specifies the Eligible Employee's
Contribution Percentage(s) and authorizes PaineWebber to deduct Cash
Contributions from the Eligible Employee's Compensation based on such
Contribution Percentage and to apply these Cash Contributions to the purchase of
Program Shares, (ii) contains an agreement by the Eligible Employee not to
Transfer any Program Shares during the Share Holding Period applicable to such
Program Shares and (iii) sets forth such other terms and conditions as the
Committee deems necessary or advisable. Unless the Committee determines
otherwise, an Enrollment Form will be effective only if filed with PaineWebber
at least thirty days prior to the start of the applicable Program Year or as
otherwise provided in Section 4.
<PAGE> 7
7
(c) Cash Contributions.
(i) Participants shall specify on their Enrollment Form
applicable to a Program Year the Contribution Percentage(s) that shall
be withheld on an after-tax basis as Cash Contributions. The
Contribution Percentage(s) elected by a Participant shall be in whole
percentages from one to ten percent and, subject to the Program
Limitations set forth below, such Contribution Percentage(s) shall be
applied to the pre-tax amount of each payroll, bonus or other
installment of Compensation paid to the Participant during the Program
Year. In accordance with procedures established by the Committee, if
the Committee so elects, a Participant may be permitted to make
different elections of Contribution Percentage(s) for different
components of Compensation; provided, however, that any Contribution
Percentage election regarding bonus compensation is irrevocable once
made; and provided, further, that, after the Purchase Date in a Program
Year during which the Compensation attributable to a bonus is applied
to purchase Program Shares, a Participant may elect to withdraw and
sell such Program Shares due to a Financial Hardship, if the
Participant so qualifies, under the provisions of Section 8(b). The
special procedures established by the Committee under this Section
6(c)(i) may vary each Program Year.
(ii) Unless the Committee determines otherwise, a Participant
must complete an Enrollment Form no less than thirty days prior to the
start of each Program Year or as otherwise provided in Section 4. The
complete Enrollment Form shall be deemed to be an election to
participate in the Program for the entire Program Year to which it
relates, unless the Participant elects to withdraw from participation
in accordance with Section 8(a) or 8(b).
(iii) Notwithstanding Section 6(c)(i) and any Enrollment Form
filed by the Participant, the minimum amount of Cash Contribution to be
withheld from any payment of Compensation shall not be less than $50
for those Participants who receive a paycheck on a bi-weekly or
semi-monthly basis and $100 for those Participants who receive a
paycheck on a monthly basis, unless such minimum amount would cause the
Participant to exceed the maximum Program Limitation set forth in
Section 6(c)(iv).
(iv) Notwithstanding Section 6(c)(i) and any Enrollment Form
filed by the Participant, in no event may a Participant acquire more
than 1,000 Program Shares during any Program Year. In the event a
Participant's Cash Contributions exceed the 1,000 Program Share
maximum, any excess Cash Contributions will be refunded to the
Participant as soon as practicable following the purchase of the
1,000th Program Share and no remaining Cash Contributions will be
withheld from the Participant's Compensation for the balance of the
Program Year.
<PAGE> 8
8
(d) Purchase of Program Shares.
(i) Cash Contributions shall be credited to a Participant's
Account under the Program and shall be applied on the next Purchase
Date to the purchase of whole Program Shares; provided, however, that
if a Participant's Cash Account Balance as of a Purchase Date is less
than $300, then, unless the Committee determines otherwise, no portion
of the Participant's Cash Account Balance shall be applied to the
purchase of Program Shares on such Purchase Date but shall continue to
be credited to the Participant's Account until the next Purchase Date
on which such Cash Account Balance equals or exceeds $300; and provided
further, that the previous proviso shall not apply to the first
Purchase Date following the Effective Date. If a Participant elects to
participate in successive Program Years, his Cash Account Balance
(regardless of the amount) will be carried forward at the end of each
Program Year and applied to successive Purchase Dates. If a Participant
chooses not to participate in the next Program Year, then the remainder
of the Participant's Cash Account Balance, if any, shall be refunded to
the Participant as soon as practicable following the purchase of
Program Shares on the last Purchase Date in the Program Year in which
he is participating and no further Cash Contributions will be withheld
from the Participant's Compensation following the last day of the
Program Year in which he was participating. No partial shares of Common
Stock shall be purchased or delivered under the Program, and any
portion of the Cash Account Balance that is not sufficient to purchase
a whole share shall remain credited to the Account and shall be applied
to the purchase of Program Shares at a subsequent Purchase Date in
accordance with the provisions of this Section 6.
(ii) The per share purchase price for Program Shares shall be
the Fair Market Value of a share of Common Stock on the Purchase Date.
Anything in the Program to the contrary notwithstanding, unless the
Committee determines otherwise, Program Shares allocated to
Participants who are subject to Section 16(a) of the Exchange Act by
virtue of their status as a director or officer of PWG shall only be
purchased from PaineWebber and not through open-market purchases of
Common Stock by the Program Administrator.
(e) Restrictions and Rights with Respect to Program Shares.
(i) During the Share Holding Period applicable to a
Participant's Program Shares, the Participant shall not be permitted to
Transfer the Program Shares, unless such Transfer is permitted in
accordance with the hardship provisions of Section 8(b). Program Shares
held in certificate or book entry form shall, to the extent the
Committee deems advisable, contain an appropriate legend or notation
indicating this Transfer restriction.
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(ii) During the Share Holding Period, Program Shares shall be
held by the Program Administrator for the benefit of the Participant
and the Participant shall have the right to vote such Program Shares
and to receive all dividends and other distributions in respect
thereof. In the event of a stock split, stock dividend or distribution
of property other than cash affecting the Program Shares, the shares of
Common Stock received in connection with such stock dividend or stock
split and the property received in such distribution shall, unless the
Committee determines otherwise, be subject to the Transfer restrictions
set forth in this Section 6(e)(i).
(iii) Following the expiration of the Share Holding Period,
all restrictions on the transfer of Program Shares (other than those
restrictions imposed by applicable securities laws or the policies on
trading of PaineWebber) shall cease and the Program Shares shall be
made available to the Participant.
(iv) Program Shares shall at all times be fully vested and
nonforfeitable.
7. RELATED OPTION GRANTS.
(a) Grant of Related Options. On a Purchase Date, each
Participant who acquires Program Shares on such date shall be granted a Related
Option under the Stock Option Plan applicable to the Participant to purchase
Common Stock. The Related Option shall have a per share exercise price equal to
the Fair Market Value of a share of Common Stock as of the Purchase Date. The
number of shares subject to the Related Option shall equal the number of Program
Shares acquired by the Participant on the Purchase Date multiplied by the
approved Multiplier.
(b) Terms and Vesting of Related Options. Unless the Committee
determines otherwise, Related Options shall have a seven-year term and shall
vest and become exercisable on the third anniversary of the date of grant
thereof, provided that the Participant is in the employ of PaineWebber on such
anniversary date. Related Options shall be nonqualified stock options and not
incentive stock options within the meaning of Section 422 of the Code. The
Related Options shall contain such other terms and conditions as may be required
by the Stock Option Plan pursuant to which the Related Options are granted or
that the Committee determines to be necessary or advisable.
(c) Forfeiture of Related Options. Unless the Committee
determines otherwise, a Related Option shall be immediately forfeited without
further action by PaineWebber if the Participant Transfers the corresponding
Program Shares prior to the expiration of the Share Holding Period, if the
Program Shares are delivered to the Participant prior to the end of the Share
Holding Period, or pursuant to any forfeiture provision of the Stock Option
Plans or related stock option agreements.
<PAGE> 10
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8. WITHDRAWALS; REPAYMENTS OF CASH CONTRIBUTIONS; EFFECT OF
TERMINATION OF EMPLOYMENT.
(a) Withdrawal of Cash Contributions. Participants shall have
the right to elect once in writing during any Program Year, by the fifteenth day
of the last month of any Quarterly Participation Period, to cease participating
in the Program beginning with the first paycheck of the Quarterly Participation
Period following the Quarterly Participation Period in which the withdrawal
request occurs; provided, however, this Section 8(a) will not apply to Cash
Contributions attributable to bonus compensation. If a Participant chooses to
withdraw from participation and, the Participant's Cash Account Balance as of
the last Quarterly Participation Period in which the Participant is
participating, equals or exceeds $300, then the Participant's Cash Account
Balance shall be used to purchase Program Shares for that Quarterly
Participation Period. If the Participant's Cash Account Balance is less than
$300, then no portion of the Participant's Cash Account Balance shall be applied
to the purchase of Program Shares, but shall be refunded to the Participant as
soon as practicable following the end of the Quarterly Participation Period in
which he was participating, but in no event later than thirty days following the
end of such Quarterly Participation Period. Anything in the Program to the
contrary notwithstanding, in the event a Participant makes an election to
withdraw due to Financial Hardship in accordance with Section 8(b), Cash
Contributions will be suspended as soon as administratively practicable
following the date of the approval of the Financial Hardship request and no
portion of the Participant's Cash Account Balance shall be applied to purchase
Program Shares on the next Purchase Date, regardless of the amount of the
Participant's Cash Account Balance, but shall be refunded to Participant as soon
as practicable following the date of withdrawal. Any withdrawal election by a
Participant shall be irrevocable once made. A Participant who makes such a
withdrawal election shall be precluded from participating in the Program again
until the start of the next Program Year, provided the Participant files a new
Enrollment Form for such Program Year in accordance with Section 6(b). No
withdrawal by a Participant under this Section 8(a) shall affect any Program
Shares purchased on behalf of the Participant prior to the date the withdrawal
election is received by PaineWebber.
(b) Sale of Program Shares. A Participant may file a written
election with the Committee, in accordance with procedures established by the
Committee for this purpose, to request PaineWebber to sell on his behalf all or
a portion of the Program Shares credited to his Account as a result of a
Financial Hardship (as defined below). If Program Shares are sold as a result of
a Financial Hardship, all Related Options shall be immediately forfeited as of
the date of such sale without further action by PaineWebber. In addition, the
Participant will not be eligible to participate in the Program again until the
next Program Year following the Program Year during which such sale occurs,
provided the Participant files a new Enrollment Form for such Program Year in
accordance with Section 6(b).
<PAGE> 11
11
If a Participant elects a Financial Hardship sale from his
Account, PaineWebber will stop deducting Cash Contributions and refund the
balance of the Participant's Cash Account Balance to the Participant as soon as
administratively practicable following the date of the approval of the Financial
Hardship request. The additional amounts needed with respect to the Financial
Hardship may be satisfied from the Program Shares purchased in any Quarterly
Participation Period prior to the date of the request. The Participant must
identify, by Purchase Date, the Program Shares to be sold on his behalf and,
anything in the Program to the contrary notwithstanding, in no event may a
Participant have PaineWebber sell less than 100% of the Program Shares credited
to his Account related to a specific Purchase Date. The identified Program
Shares will be sold by PaineWebber on behalf of the Participant and a check
equal to the amount of the proceeds of the sale, minus any costs, will be
remitted to the Participant as soon as practicable following the date of the
approval of the Financial Hardship request. The timing of all sales of Program
Shares sold due to a Financial Hardship will be determined in the sole
discretion of the Program Administrator.
For purposes of this Section 8(b), a "Financial Hardship"
means any of the following: (i) tuition payments for post-secondary education of
the Participant or his spouse or dependents incurred within four months of such
Financial Hardship request; (ii) costs directly related to the purchase or
construction of a Participant's principal residence; (iii) expenses for medical
care previously incurred by a Participant or his spouse or dependents, or
necessary for these persons to obtain such medical care, that are not reimbursed
by the Participant's medical carrier; (iv) amounts necessary to prevent the
eviction of a Participant from his principal residence or the need to prevent
foreclosure on the mortgage of his principal residence; or (v) any other type of
expenses that are deemed by the Committee and the Commissioner of the Internal
Revenue Service through revenue rulings, notices and other administrative
pronouncements of general applicability to constitute immediate and heavy
financial burden for purposes of Section 401(k) of the Code. The Participant
must provide to the Director of Human Resources credible evidence in writing of
the Financial Hardship and the amount necessary to be withdrawn under the
Program to alleviate the Financial Hardship. The Director of Human Resources
shall have sole discretion to determine whether the evidence presented (i)
constitutes a Financial Hardship under the Program and (ii) demonstrates a need
for the dollar amount requested by the Participant.
(c) Termination of Employment.
(i) Anything in the Program to the contrary notwithstanding,
unless the Committee determines otherwise, no Program Shares shall be
purchased on behalf of a Participant, and no Related Option shall be
granted to a Participant, who is not an employee of PaineWebber on the
applicable Purchase Date. Unless the Committee determines otherwise, in
the event a Participant ceases to be an Eligible Employee but is still
an employee of PaineWebber (a "Change in Eligibility Status"), all Cash
<PAGE> 12
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Contributions will cease to be collected on the date the Change in
Eligibility Status occurs. In addition, for the purposes of the
Participant's Cash Account Balance, the date of such Change in
Eligibility Status shall be treated as a withdrawal request under
Section 8(a). No Change in Eligibility Status under this Section
8(c)(i) shall affect any Program Shares purchased on behalf of the
Participant prior to the date the Change in Eligibility Status occurs,
unless otherwise determined by the Committee.
(ii) In the event of a Participant's termination of employment
for any reason, PaineWebber shall pay to the Participant, in a lump sum
as soon as practicable following the date of such termination of
employment but in no event later than thirty days following the last
day of the Quarterly Participation Period in which the termination of
employment occurs, the full amount of the Participant's Cash Account
Balance. The Program Shares credited to the Participant's Account shall
continue to be subject to the restrictions on Transfer until the
expiration of the applicable Share Holding Period. Following the
expiration of the Share Holding Period applicable to the Program
Shares, such Program Shares shall be made available to the Participant.
(iii) All Cash Contributions will cease to be deducted from a
Participant's Compensation on the date that the Participant begins
receiving disability benefit payments as a result of the Participant's
long-term disability status under the PaineWebber long-term disability
plan applicable to such Participant ("Long-Term Disability Status"). If
the Participant's Cash Account Balance as of the Quarterly
Participation Period in which the Long-Term Disability Status commences
equals or exceeds $300, then the Participant's Cash Account Balance
shall be used to purchase Program Shares for that Quarterly
Participation Period. If such Participant's Cash Account Balance is
less than $300 on such date, then no portion of the Participant's Cash
Account Balance shall be applied to the purchase of Program Shares, but
shall be refunded to the Participant as soon as practicable following
the end of the Quarterly Participation Period in which the Long-Term
Disability Status commences, but in no event later than thirty days
following the end of such Quarterly Participation Period. Unless
otherwise determined by the Committee, Program Shares purchased on
behalf of a Participant on Long-Term Disability Status will be released
to the Participant at the end of the Share Holding Period.
(iv) The Committee shall have discretion to determine how
approved leaves of absence will be treated under the Program.
(v) The effect of a Participant's termination of employment
for any reason on the Related Options shall be governed by the terms of
the applicable Stock Option Plan and corresponding option agreement.
<PAGE> 13
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9. ACCOUNTS.
(a) Establishment of Accounts. PaineWebber shall establish and
maintain (or cause to be established and maintained) an Account for each
Participant to record increases and decreases in the Participant's Cash Account
Balance, Program Shares and Related Options.
(b) Account Statements. PaineWebber shall provide Participants
with a statement of their Account no less frequently than annually.
(c) Cash Contributions. PaineWebber shall not be obligated to
segregate the Cash Contributions from its other assets or to establish any trust
or separate fund to hold such Cash Contributions. No interest shall accrue with
respect to the Cash Contributions held in the Participant's Account regardless
of the period of time for which such Cash Contributions are held and regardless
of whether Program Shares are actually purchased with such Cash Contributions.
10. CHANGE IN CONTROL.
(a) Effect of a Change in Control. In the event of a Change in
Control of PWG, (i) all Transfer restrictions will immediately lapse on all
Program Shares, (ii) all Cash Contributions will cease to be withheld from
Participant Compensation and all purchases of Program Shares on behalf of a
Participant will terminate and (iii) each Participant's Cash Account Balance
will be paid to the Participant as soon as practicable following the date of the
Change in Control. The effect of a Change in Control on the Related Options will
be governed by the terms and conditions of the Stock Option Plans and the
corresponding stock option agreements under which each Related Option is
granted.
(b) Change in Control Defined. For the purposes of this
Program, "Change in Control" shall mean the occurrence of any of the following
events:
(i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than PWG, a subsidiary, any trustee
or other fiduciary holding securities under an employee benefit plan of
PaineWebber or a subsidiary, or any corporation owned, directly or
indirectly, by the stockholders of PWG in substantially the same
proportions as their contemporaneous ownership of voting securities of
PWG, is or becomes a "20% Beneficial Owner." For purposes of this
provision, a "20% Beneficial Owner" shall mean a person who is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of PWG
representing 20% or more of the combined voting power of PWG's
then-outstanding voting securities; provided that (A) the term "20%
Beneficial Owner" shall not include any Beneficial Owner who has
crossed such 20% percent threshold solely as a result of an
<PAGE> 14
14
acquisition of securities directly from PWG, or solely as a result of
an acquisition by PWG of PWG securities, until such time thereafter as
such person acquires additional voting securities other than directly
from PWG and, after giving effect to such acquisition, such person
would constitute a 20% Beneficial Owner; and (B) with respect to any
person who is and remains eligible to file a Schedule 13G pursuant to
Rule 13d- 1(b)(1) under the Exchange Act with respect to PWG
securities, there shall be excluded from the number of securities
deemed to be beneficially owned by such person for purposes of
determining whether such person is a 20% Beneficial Owner a number of
securities representing 10% of the combined voting power of PWG's
then-outstanding voting securities;
(ii) During any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors
of PWG, together with any new director (other than a director
designated by a person who has entered into an agreement with PWG to
effect a transaction described in paragraph (i), (iii), or (iv) hereof)
whose election by the Board or nomination for election by PWG's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved (the "Continuing Directors"), cease for any
reason to constitute at least a majority thereof;
(iii) The stockholders of PWG approve a merger, consolidation,
recapitalization or reorganization of PWG, or a reverse stock split of
any class of voting securities of PWG, or the consummation of any such
transaction of stockholder approval is not obtained, other than any
such transaction which would result in at least 80% of the total voting
power represented by the voting securities of PWG or the surviving
entity outstanding immediately after such transaction, with the
relative voting power of each such continuing holder compared to the
voting power of each other continuing holder not substantially altered
as a result of the transaction; provided that, for purposes of this
paragraph (iii), such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure
to meet such 80% threshold (or to substantially preserve such relative
voting power) is due solely to the acquisition of voting securities by
an employee benefit plan of PWG or its subsidiaries, such surviving
entity, or of any subsidiary of PWG or such surviving entity;
(iv) The stockholders of PWG approve a plan of complete
liquidation of PWG or an agreement for the sale or disposition by PWG
of all or substantially all of PWG's assets (or any transaction having
a similar effect); or
(v) Any other event which the Board of Directors (or the
Committee, if and to the extent that the Committee must exercise sole
discretion over the matter in order to
<PAGE> 15
15
comply with applicable requirements of Rule 16b-3 under the Exchange
Act), determines shall constitute a Change in Control for purposes of
this Program.
11. AMENDMENT AND TERMINATION. The Board or Committee may at
any time and for any reason suspend, amend or terminate the Program at any time,
except that no such termination will adversely affect Program Shares previously
purchased or Related Options previously granted.
12. MISCELLANEOUS PROVISIONS.
(a) Rights Not Transferable. A Participant's right to
participate in the Program may not be subject to any assignment, transfer,
pledge or other disposition.
(b) No Right to Continued Employment. Neither the creation of
the Program nor the purchase of Program Shares nor the granting of Related
Options hereunder shall be deemed to create a condition of employment or right
to continued employment with PaineWebber or affect an employee's status as an
"employee at will," and each Participant shall be and shall remain subject to
discharge by PaineWebber as though the Program had never come into existence.
(c) Consent to Program. By filing an Enrollment Form with
PaineWebber and accepting any Program Share or Related Option or other benefit
under the Program, each Participant and each person claiming under or through
him shall be conclusively deemed to have indicated his acceptance and
ratification of, and consent to, any action taken under the Program by
PaineWebber, the Board or the Committee.
(d) Wage and Tax Withholding. Nothing in the Program shall
preclude PaineWebber from withholding from a Participant's Compensation or from
any other remuneration payable to the Participant any amounts that are required
to be withheld under federal, state and local income and payroll tax withholding
laws.
(e) Compliance with Securities Laws. No Program Shares may be
purchased under the Program or delivered to a Participant unless and until
PaineWebber determines that such purchase and delivery complies with all
applicable securities laws. A Related Option may not be exercised, and no shares
of Common Stock may be issued in connection with such options, unless
PaineWebber determines that the issuance of such shares has been registered
under the Securities Act of 1933, as amended, and qualified under applicable
state "blue sky" laws, or an exemption from registration and from qualification
under such state "blue sky" laws is available.
<PAGE> 16
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(f) Capital Changes. In the event of changes in the Common
Stock of PWG due to a stock split, reverse stock split, stock dividend,
combination, reclassification, or like change in PWG's capitalization, or in the
event of any merger, sale or other reorganization, appropriate adjustments shall
be made by the Committee to preserve the original intent of the Program.
(g) Beneficiary Designation. In the event of the death of a
Participant, PaineWebber shall pay or deliver the Account Balance to the
executor or administrator of the estate of the Participant.
(h) Awards to Individuals Subject to Non-U.S. Jurisdictions.
To the extent that Program Shares or Related Options are purchased or granted to
Participants who are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but who are subject
to the tax laws of a jurisdiction outside of the United States, the Committee
may adjust the terms of the purchases of the Program Shares and the Related
Options to the extent reasonably necessary (i) to comply with the laws of such
jurisdiction and (ii) to permit the grant of the Related Options and the
purchase of the Program Shares not to be a taxable event to the applicable
Participant. The authority granted under the previous sentence shall include the
discretion for the Committee to adopt, on behalf of PaineWebber, one or more
sub-plans applicable to separate classes of Eligible Employees who are subject
to the laws of jurisdictions outside of the United States.
(i) Expenses. Except as otherwise determined by the Committee,
the costs and expenses of administering and implementing the Program shall be
borne by PaineWebber.
(j) Effective Date. The Program shall become effective on the
Effective Date and shall remain in effect until terminated in accordance with
Section 11.
(k) Governing Law. The validity, construction and effect of
the Program, any rules and regulations relating to the Program, and any option
or share documentation shall be determined in accordance with the laws of the
State of New York applicable to contracts executed and performed within such
state and without giving effect to principles of conflicts of laws.
<PAGE> 1
EXHIBIT 5
PAINEWEBBER
November 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
Paine Webber Group Inc. Equity Plus Program
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 November 3, 1998 and relating to the
offering of shares of the Company's common stock, par value $1 per share (the
"Stock"), under the Paine Webber Group Inc. Equity Plus Program (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) of Paine Webber Group Inc. pertaining to the Paine Webber Group Inc.
Equity Plus Program 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.
Ernst & Young LLP
New York, New York
November 3, 1998
