<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-63107
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 23, 1998)
$275,000,000
PAINE WEBBER GROUP INC.
7 5/8% NOTES DUE 2009
--------
Interest on the Notes will accrue from December 1, 1999 and will be payable
by Paine Webber Group Inc. semi-annually on June 1 and December 1, beginning
June 1, 2000.
The Notes will mature on December 1, 2009 and are not redeemable prior to
maturity.
------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- ------------
<S> <C> <C>
Public Offering Price (1)................................... 99.641% $274,012,750
Underwriting Discount....................................... 0.600% $ 1,650,000
Proceeds, before expenses, to the Company................... 99.041% $272,362,750
</TABLE>
(1) Purchasers will also be required to pay accrued interest, if any, from
December 1, 1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
We expect the Notes will be ready for delivery in book-entry form only
through The Depository Trust Company on or about December 1, 1999.
Our affiliates, including PaineWebber Incorporated, may use this prospectus
supplement and the related prospectus in connection with offers and sales of the
Notes in the secondary market. These affiliates may act as principal or agent in
those transactions. Secondary market sales will be made at negotiated prices
related to market prices at the time of sale.
-------------------
PAINEWEBBER INCORPORATED
------------
The date of this prospectus supplement is November 24, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................. S-2
Capitalization of Paine Webber Group........................ S-3
Ratio of Earnings to Fixed Charges.......................... S-4
Description of Notes........................................ S-4
Underwriting................................................ S-5
Experts..................................................... S-5
PROSPECTUS
Available Information....................................... 2
Documents Incorporated by Reference......................... 2
The Company................................................. 3
Use of Proceeds............................................. 4
Ratios of Earnings to Fixed Charges......................... 4
Description of Securities................................... 4
ERISA Matters............................................... 16
Plan of Distribution........................................ 17
Limitations on Issuance of Bearer Securities................ 18
Legal Matters............................................... 18
Experts..................................................... 18
</TABLE>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the prospectus. No one has been
authorized to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the Underwriter is not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement
or the prospectus, as well as information we previously filed with the
Securities and Exchange Commission and incorporated by reference, is accurate as
of the date on the front cover of those documents only. Our business, financial
condition, results of operations and prospects may have changed since that date.
Paine Webber Group's principal executive offices are located at 1285 Avenue
of the Americas, New York, New York 10019 (Telephone: (212) 713-2000).
Certain information contained and incorporated in the prospectus includes
forward-looking statements. These forward-looking statements could be affected
by many factors, including general economic and financial conditions, the level
and volatility of interest rates, currency and security valuations, competitive
conditions, counterparty risk, transactional volume, market liquidity, the
impact of current, pending and future legislation and regulation and other risks
and uncertainties. Paine Webber Group disclaims any obligation or undertaking to
update publicly or revise any forward-looking statements.
USE OF PROCEEDS
The net proceeds, after payment of underwriting discounts and expenses, from
the sale of the Notes offered hereby, estimated to be approximately
$272,272,750, will be used by Paine Webber Group for general corporate purposes.
S-2
<PAGE>
CAPITALIZATION OF PAINE WEBBER GROUP
The following table sets forth the consolidated capitalization of Paine
Webber Group at September 30, 1999, and as adjusted to reflect the sale of the
Notes offered hereby. The table should be read in conjunction with Paine Webber
Group's consolidated financial statements and notes thereto included in the
documents incorporated by reference in the accompanying prospectus. See
"Documents Incorporated by Reference" in the accompanying prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
-----------------------------
ACTUAL AS ADJUSTED
----------- -----------
(IN THOUSANDS EXCEPT SHARES)
<S> <C> <C>
Long-term debt (1):
Medium-Term Senior Notes................................ $ 2,159,960 $ 2,159,960
Medium-Term Subordinated Notes.......................... 148,200 148,200
7% Notes Due March 1, 2000.............................. 199,967 199,967
6 1/2% Notes Due November 1, 2005....................... 199,625 199,625
7 5/8% Notes Due February 15, 2014...................... 196,917 196,917
7 3/4% Subordinated Notes Due September 1, 2002......... 174,743 174,743
9 1/4% Notes Due December 15, 2001...................... 150,000 150,000
7 5/8% Notes Due October 15, 2008....................... 149,893 149,893
8 1/4% Notes Due May 1, 2002............................ 125,000 125,000
8 7/8% Notes Due March 15, 2005......................... 124,720 124,720
7 7/8% Notes Due February 15, 2003...................... 99,986 99,986
6 3/4% Notes Due February 1, 2006....................... 99,763 99,763
Zero Coupon Bonds....................................... 26,708 26,708
6.55% Notes Due April 15, 2008.......................... 249,453 249,453
6.45% Notes Due December 1, 2003........................ 340,000 340,000
6 3/8% Notes Due May 15, 2004........................... 523,133 523,133
7 5/8% Notes Due December 1, 2009, offered hereby....... -- 274,013
Paine Webber Group-Obligated Mandatorily Redeemable
Preferred Securities of Subsidiary Trusts holding solely
Paine Webber Group Guaranteed Related Subordinated Debt... 393,750 393,750
Redeemable Preferred Stock (2).............................. 190,788 190,788
Stockholders' Equity:
Common Stock, $1 par value, 400,000,000 shares
authorized; 192,844,806 shares issued at
September 30, 1999.................................... 192,845 192,845
Additional Paid-in Capital.............................. 1,613,123 1,613,123
Retained Earnings....................................... 2,085,347 2,085,347
Common Stock held in Treasury, at cost: 47,670,688
shares at September 30, 1999.......................... (1,075,578) (1,075,578)
Accumulated other comprehensive income.................. (5,521) (5,521)
----------- -----------
Total Capitalization........................................ $ 8,362,822 $ 8,636,835
=========== ===========
</TABLE>
- ------------------------
(1) In addition to the indebtedness shown in the foregoing table, Paine Webber
Group and its consolidated subsidiaries had outstanding at September 30,
1999, short-term bank loans totaling $750,552,000, commercial paper totaling
$377,714,000, and short-term medium-term notes totaling $300,000,000.
(2) Paine Webber Group has called for redemption on December 16, 1999 this issue
of Redeemable Preferred Stock.
S-3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
Paine Webber Group for the periods indicated.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
FISCAL YEAR ENDED DECEMBER 31, SEPTEMBER 30,
- ----------------------------------------------------------------- -------------
1994 1995 1996 1997 1998 1999
- --------------------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C>
1.0 1.1 1.3 1.2 1.2 1.4
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of income before taxes and fixed charges and "fixed charges" consist
principally of (a) interest expense incurred on securities sold under repurchase
agreements, short-term and long-term borrowings and preferred trust securities
and (b) that portion of rental expense estimated to be representative of the
interest factor.
DESCRIPTION OF NOTES
The information in this section summarizes certain provisions of the Notes
and is qualified in its entirety by reference to the Notes. This section should
be read in conjunction with the statements under "Description of Securities" in
the accompanying prospectus.
GENERAL
The Notes:
- are entitled 7 5/8% Notes Due 2009.
- will be limited to $275,000,000 aggregate principal amount.
- will mature on December 1, 2009.
- bear interest at a rate of 7 5/8% per annum.
- are unsecured.
- will be issued as a series of Senior Securities under an Indenture
dated as of March 15, 1988, as amended by a supplemental indenture
dated as of September 22, 1989, and by a supplemental indenture dated
as of March 22, 1991, between Paine Webber Group and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee.
- will be issued in fully registered form in denominations of $1,000 and
integral multiples of $1,000.
- are not redeemable prior to maturity.
- will be subject to the provisions set forth under "Description of
Securities--Certain Restrictive Provisions" in the accompanying
prospectus.
- will be subject to defeasance as set forth under "Description of
Securities--Defeasance" in the accompanying prospectus.
INTEREST
Interest:
- begins to accrue from December 1, 1999.
- will be payable on June 1 and December 1 of each year, beginning
June 1, 2000, to the persons in whose names the Notes are registered at
the close of business on the May 15 or November 15 preceding such
dates, and may be paid by checks mailed to those persons.
INFORMATION CONCERNING THE TRUSTEE
The Chase Manhattan Bank, Trustee under the Indenture, is a depositary for
funds and performs other services for, and transacts other banking business
with, Paine Webber Group in the normal course of business.
S-4
<PAGE>
UNDERWRITING
Paine Webber Group and PaineWebber Incorporated, the sole Underwriter, have
entered into an Underwriting Agreement dated November 24, 1999 with respect to
the Notes. Subject to certain conditions, Paine Webber Group has agreed to sell
to the Underwriter, and the Underwriter has agreed to purchase, the entire
$275,000,000 aggregate principal amount of Notes. The Underwriter is required to
purchase all the Notes if any are purchased.
Notes sold by the Underwriter to the public will initially be offered at the
initial public offering price set forth on the cover page of this prospectus
supplement. Any Notes sold to securities dealers may be sold at a discount from
the initial public offering price of up to 0.35% of the principal amount of the
Notes. Any such securities dealers may resell any Notes purchased from the
Underwriter to certain other brokers or dealers at a discount from the initial
public offering price of up to 0.25% of the principal amount of the Notes. If
all the Notes are not sold at the initial offering price, the Underwriter may
change the offering price and other selling terms.
Paine Webber Group estimates that, excluding underwriting discounts, it will
incur $90,000 in offering expenses in connection with this offering.
The Notes are a new issue of securities with no established trading market.
Paine Webber Group does not intend to apply for listing of the Notes on a
national securities exchange, but has been advised by the Underwriter that the
Underwriter presently intends to make a market in the Notes. The Underwriter is
not obligated, however, to make a market in the Notes and may discontinue market
making at any time without notice. No assurance can be given as to whether a
trading market for the Notes will develop or as to the liquidity of any such
trading market.
In connection with the offering, the Underwriter may purchase and sell Notes
in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriter in connection with the offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Notes; and short positions created by the Underwriter
involve the sale by the Underwriter of a greater number of Notes than it is
required to purchase from Paine Webber Group in the offering. These activities
may stabilize, maintain or otherwise affect the market price of the Notes, which
may be higher than the price that might otherwise prevail in the open market. If
these transactions are commenced, they may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
The Underwriter is a wholly owned subsidiary of Paine Webber Group. The
underwriting of the Notes offered hereby will conform to the requirements set
forth in Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. regarding a National Association of Securities Dealers,
Inc. member firm's underwriting of securities of an affiliate. In accordance
with Rule 2720, the Underwriter may not make sales in this offering to any
discretionary account without the prior approval of the customer.
Paine Webber Group has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
S-5
<PAGE>
PROSPECTUS
PAINE WEBBER GROUP INC.
DEBT SECURITIES
--------------
Paine Webber Group Inc. (the "Company") intends to issue from time to time
in one or more series senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities") each of which will
be a direct, unsecured obligation of the Company and which will be offered to
the public on terms to be determined at the time of sale (the Senior Securities
and the Subordinated Securities being herein referred to collectively as the
"Securities"). The Securities offered by this Prospectus may be sold for U.S.
dollars, foreign currencies or composite currencies and the principal, premium,
if any, and any interest on the Securities may be payable in U.S. dollars,
foreign currencies or composite currencies. The aggregate initial public
offering price of the Securities to be offered by this Prospectus shall not
exceed $3,353,115,000 (or the equivalent thereof if any of the Securities are
denominated in a foreign currency or a composite currency).
The Securities of a series may be issued in registered form without coupons,
in bearer form with or without coupons attached or in the form of one or more
global securities in registered or bearer form. The classification as Senior
Securities or Subordinated Securities, specific designation, aggregate principal
amount, currency (if other than U.S. dollars) or composite currency in which the
principal, premium, if any, or any interest is payable, authorized
denominations, offering price, maturity, rate (or method of calculation) and
time and place of payment of any interest, any redemption terms or other
specific terms of the Securities in respect of which this Prospectus is being
delivered ("Offered Securities") and any listing on a securities exchange are
set forth in an accompanying supplement to this Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered Securities.
The Securities may be sold (i) directly to purchasers, (ii) through agents
designated from time to time, (iii) to dealers or (iv) through underwriters or a
group of underwriters. If agents of the Company or underwriters are involved in
the sale of the Offered Securities, their names are set forth in the applicable
Prospectus Supplement. If agents of the Company, underwriters or dealers are
involved in the sale of the Offered Securities, descriptions of their
compensation and indemnification arrangements and the net proceeds to the
Company are set forth in the applicable Prospectus Supplement.
-------------------
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 MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
-------------------
This Prospectus and the related Prospectus Supplement may be used by the
Company, PaineWebber Incorporated ("PaineWebber") or PaineWebber International
(U.K.) Ltd. ("PaineWebber International"), each a wholly owned subsidiary of the
Company, or other affiliates of the Company in connection with offers and sales
related to secondary market transactions in the Securities at negotiated prices
related to prevailing market prices at the time of sale or otherwise.
PaineWebber, PaineWebber International or such other Company affiliates may act
as principal or agent in such transactions.
-------------------
The date of this Prospectus is September 23, 1998.
<PAGE>
IN CONNECTION WITH AN OFFERING OR DISTRIBUTION, THE UNDERWRITERS OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE AGENTS FOR SUCH OFFERING OR DISTRIBUTION
MAY EFFECT TRANSACTIONS WHICH STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE
OF THE OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY. ANY SUCH
ACTIVITIES WILL BE DESCRIBED IN THE APPLICABLE PROSPECTUS SUPPLEMENT.
-------------------
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
statements of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by the Company, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.gov. In
addition, reports, proxy statements and other information concerning the Company
may be inspected at the offices of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York, and the Pacific Stock Exchange,
301 Pine Street, San Francisco, California.
This Prospectus constitutes a part of certain Registration Statements on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Securities. 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. Reference is made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Securities. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission or incorporated by reference herein are not necessarily
complete, and in each instance reference is made to the copy of such document so
filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
-------------------
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and the Company's Current Report on Form 8-K
dated July 15, 1998, as filed with the Commission pursuant to the Exchange Act
(File No. 1-7367), are hereby incorporated by reference in this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective date of filing of each such document. Any statement contained herein,
in any Prospectus Supplement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, in any
Prospectus Supplement or in any other 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 furnish without charge upon written or oral request by any
person, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
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.
-------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, A
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED BY REFERENCE AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY PAINE WEBBER GROUP INC. OR ANY AGENT, UNDERWRITER OR DEALER.
NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AND A
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION THEY
CONTAIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
References herein to "U.S. dollars," "dollar," "U.S. $" or "$" are to the
lawful currency of the United States.
2
<PAGE>
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 17,000 people in 291 offices worldwide.
The Company's principal line of business is to serve the investment and
capital needs of individual and institutional clients through its broker-dealer
subsidiary, PaineWebber, and other specialized subsidiaries. These activities
are conducted through interrelated business groups, which utilize common
operational and administrative personnel and facilities. The Company holds
memberships in all major securities and commodities exchanges in the United
States, and makes a market in many securities traded on the National Association
of Securities Dealers Nasdaq Stock Market or in other over-the-counter markets.
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, wrap-free
assets 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. Also,
part of the Private Client Group is the Municipal Securities Group, which
structures, underwrites, sells and trades taxable and tax-exempt issues for
municipal and public agency clients.
Capital Markets is comprised of Research, Global Fixed Income and Commercial
Real Estate, Global Equities and Investment Banking.
The Research Group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
800 companies in 61 industry sectors.
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. To facilitate client transactions or for
the Company's product development efforts, the Company takes positions in fixed
income securities, listed and over-the-counter equity securities and holds
direct equity investments in partnerships and other entities that invest in
fixed income securities, equity securities and other financial instruments.
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, debt restructuring, property sales and bulk sales
services, and a broad range of other advisory services.
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., including Mitchell Hutchins Investment Advisory division,
Mitchell Hutchins Institutional Investors Inc., Financial Counselors Inc. and
NewCrest Advisors Inc. The Asset Management group provides investment advisory
and portfolio management services to mutual funds, institutions, pension funds,
endowment funds, individuals and trusts.
The Transaction Services group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides execution and clearing
services to broker-dealers in the U.S. and overseas.
3
<PAGE>
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, its officers or employees. The Company's
business is regulated by various agencies, including the Commission, the New
York Stock Exchange, the Commodity Futures Trading Commission, the National
Association of Securities Dealers, Inc. ("NASD") and the Securities and Futures
Authority.
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, and all references to "PaineWebber" refer
to PaineWebber Incorporated.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used for general corporate purposes,
including, but not limited to, funding investments in or extensions of credit to
subsidiaries, repayments of indebtedness of the Company or its subsidiaries, and
possible acquisitions. The precise amount and timing of the application of the
funds will depend upon future requirements and the availability of other funds
to the Company and its subsidiaries. Management of the Company expects that the
Company and its subsidiaries will engage in additional financings as needs
arise.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the five-year period ended December 31, 1997, and the six-month
period ended June 30, 1998.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
DECEMBER 31 JUNE 30, 1998
----------------------------------------------------------------- ----------------
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997
--- --- --- --- ---
1.3 1.0 1.1 1.3 1.2 1.3
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of income before taxes and fixed charges, "Fixed charges" consist
principally of interest expense incurred on securities sold under repurchase
agreements, short-term and long-term borrowings, debt issued to affiliated
trusts, and that portion of rental expense estimated to be representative of the
interest factor.
DESCRIPTION OF SECURITIES
The Senior Securities are to be issued under an Indenture dated as of March
15, 1988, as amended by a supplemental indenture dated as of September 22, 1989,
and by a supplemental indenture dated as of March 22, 1991, between the Company
and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the
"Senior Indenture"). The Subordinated Securities are to be issued under an
Indenture dated as of March 15, 1988, as amended by a supplemental indenture
dated as of September 22, 1989, by a supplemental indenture dated as of
March 22, 1991, and by a supplemental indenture dated as of November 30, 1993,
between the Company and Chase Manhattan Bank Delaware (formerly known as
Chemical Bank Delaware), as Trustee (the "Subordinated Indenture"). The Senior
Indenture and the Subordinated Indenture (being sometimes referred to herein
collectively as the "Indentures" and individually as an "Indenture") are filed
as exhibits to the Registration Statement. The Company may enter into one or
more additional indentures providing for Senior Securities or Subordinated
Securities with one or more banking institutions organized under the laws of the
United States or any state serving as trustee.
4
<PAGE>
Reference is made to the Prospectus Supplement for information regarding the
Indenture under which the Offered Securities will be issued.
The statements under this heading are subject to the detailed provisions of
each Indenture. Whenever particular provisions of the Indentures or terms
defined therein are referred to, such provisions or definitions are incorporated
by reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
GENERAL
The Securities of a series may be issued in fully registered form without
Coupons ("Registered Securities") or in bearer form with or without Coupons
attached ("Bearer Securities") or both. Securities of a series may also be
issued in whole or in part in the form of one or more global securities (each, a
"Global Security"). Unless otherwise specified in the applicable Prospectus
Supplement, the Securities will be only Registered Securities. Registered
Securities which are book-entry securities ("Book-Entry Securities") may be
issued in the form of registered Global Securities. Securities denominated in
U.S. dollars will be issued, unless otherwise set forth in the applicable
Prospectus Supplement, in denominations of $1,000 or an integral multiple
thereof for Registered Securities, and only in the denomination of $5,000 for
Bearer Securities. (Section 302)
Neither of the Indentures limits the aggregate principal amount of
Securities which may be issued thereunder. The Securities will be direct,
unsecured obligations of the Company. The Subordinated Securities will be
subordinated in right of payment, to the extent and in the manner set forth in
the Subordinated Indenture, to the prior payment in full of all Superior
Indebtedness as described below under "Subordination".
If any of the Securities are sold for any foreign currency or composite
currency or if principal of (or premium, if any) or any interest on any of the
Securities is payable in any foreign currency or composite currency, the
restrictions, elections, Federal income tax consequences, specific terms and
other information with respect to such issue of Securities and such foreign
currency or composite currency will be set forth in the Prospectus Supplement
relating thereto.
If the amount of payments of principal of (or premium, if any) or any
interest on any of the Securities is determined with reference to any type of
index or formula or changes in prices of particular securities, currencies,
intangibles, goods, articles or commodities, the Federal income tax
consequences, specific terms and other information with respect to such issue of
Securities and such index or formula, securities, currencies, intangibles,
goods, articles or commodities will be set forth in the Prospectus Supplement
relating thereto.
The Securities may be issued in one or more series with the same or various
maturities at or above par or with an original issue discount. Certain
Securities may be issued which provide for an amount less than the principal
amount thereof to be due and payable in the event of an acceleration of the
maturity thereof (each an "Original Issue Discount Security"), including by
reason of redemption or early repayment. Original Issue Discount Securities may
bear no interest or may bear interest at a rate which at the time of issuance is
below market rates and will be sold at a discount (which may be substantial)
below their stated principal amount. Certain Original Issue Discount Securities
may be issued with original issue discount for United States Federal income tax
purposes. The Prospectus Supplement with respect to any Offered Securities
issued with such original issue discount will contain a discussion of Federal
income tax considerations with respect thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Securities: (i) the title and any limit on the aggregate principal
amount of the Offered Securities and whether the Offered Securities are Senior
Securities or Subordinated Securities; (ii) the percentage of their principal
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amount at which the Offered Securities will be issued; (iii) the date or dates
on which the Offered Securities will mature; (iv) the rate or rates (which may
be fixed or variable) per annum, if any, at which the Offered Securities will
bear interest or the method of determining such rate or rates; (v) the date or
dates from which such interest, if any, will accrue and the date or dates at
which such interest, if any, will be payable; (vi) the place where the principal
of (and premium, if any) and interest, if any, on the Offered Securities will be
payable; (vii) the terms for redemption or early repayment, if any, including
any mandatory or optional sinking fund or analogous provision; (viii) the terms,
if any, on which the Offered Securities may be converted into or exchanged for
stock or other securities of the Company or other entities, any specific terms
relating to the adjustment therof and the period during which the Offered
Securities may be so converted or exchanged; (ix) the principal amount of any
Offered Securities which are Original Issue Discount Securities that is payable
upon acceleration of the maturity of such Offered Securities; (x) if other than
U.S. dollars, the currency, currencies, composite currency or composite
currencies for which the Offered Securities may be purchased and the currency,
currencies, composite currency or composite currencies in which the payment of
principal of (or premium, if any) or any interest on such Offered Securities
will be made and, if the Company or the Holders of Offered Securities may elect
to receive such payment in a currency, currencies, composite currency or
composite currencies other than that in which the Offered Securities are stated
to be payable, then, the period or periods within which, and the terms and
conditions upon which, such election may be made and, if the amount of such
payments may be determined with reference to an index based on a currency,
currencies, composite currency or composite currencies other than that in which
the Offered Securities are stated to be payable, then the manner in which such
amounts shall be determined; (xi) whether the Offered Securities will be issued
as Registered Securities or Bearer Securities or both and the terms upon which
any Bearer Securities of such series may be exchanged for Registered Securities
of such series; (xii) whether the Offered Securities are to be issued in whole
or in part in the form of one or more Global Securities and, if so, the identity
of the depositary or depositaries for such Global Security or Securities;
(xiii) if a temporary Global Security is to be issued with respect to some of or
all the Offered Securities, any requirements for certification of ownership by
non-United States persons that will apply prior to (a) the issuance of a
definitive Security or (b) the payment of interest on an interest payment date
that occurs before the issuance of a definitive Security; (xiv) if a temporary
Global Security is to be issued with respect to some of or all the Offered
Securities, the terms upon which interests in such temporary Global Security may
be exchanged for interests in a definitive Global Security or for definitive
Securities and the terms upon which interests in a definitive Global Security,
if any, may be exchanged for definitive Securities; (xv) whether and under what
circumstances the Company will pay additional amounts to certain Holders of
Offered Securities in respect of any tax, assessment or governmental charge
required to be withheld or deducted and, if so, whether the Company will have
the option to redeem such Offered Securities rather than pay any additional
amounts; (xvi) if the amount of payments of principal of (or premium, if any) or
any interest on the Offered Securities may be determined with reference to an
index based on the prices, changes in prices, or differences between prices, of
securities, currencies, intangibles, goods, articles or commodities, or
otherwise by application of a formula, the manner in which such amounts shall be
determined; (xvii) any additional Events of Default (as defined below under
"Events of Default, Notice and Waiver") or restrictive covenants provided for
with respect to the Offered Securities; and (xviii) any other terms of the
Offered Securities not inconsistent with the applicable Indenture.
If any Offered Securities are Bearer Securities, the Prospectus Supplement
will describe any applicable restrictions (including, without limitation, any
restrictions required to comply with United States Federal income tax laws and
regulations) on the offer, sale and delivery of such Bearer Securities in
addition to those set forth under "Limitations on Issuance of Bearer
Securities."
Each Indenture provides that, at the option of the Company, interest on the
Registered Securities of any series that bears interest may be paid by mailing a
check to the address of the Person entitled thereto as such address shall appear
in the Security Register. (Section 301)
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The Indentures do not prohibit (i) a consolidation, merger or sale of assets
or other similar transactions that may adversely affect the creditworthiness of
the Company or a successor or combined entity, (ii) a change of control of the
Company or (iii) leveraged transactions involving the Company, whether or not
involving a change of control. In addition, under the terms of the Indentures
the Company is entitled to defease the Offered Securities. As a result, the
Indentures do not protect Holders against a substantial decline in the value of
the Offered Securities which may result from the aforementioned transactions.
EXCHANGE, REGISTRATION AND TRANSFER
Registered Securities (other than a Global Security, except as provided
below) of any series will be exchangeable for other Registered Securities of the
same series and of a like aggregate principal amount and tenor of any authorized
denominations. In addition, if Securities of any series are issuable as both
Registered Securities and Bearer Securities, at the option of the Holder, and
subject to the terms of the applicable Indenture, Bearer Securities (with all
unmatured Coupons, except as provided below, and all matured Coupons in default)
of such series will be exchangeable into Registered Securities of the same
series of any authorized denominations and of a like aggregate principal amount
and tenor. Bearer Securities with Coupons appertaining thereto surrendered in
exchange for Registered Securities between a Regular Record Date or a Special
Record Date and the relevant date for payment of interest shall be surrendered
without the Coupon relating to such date for payment of interest and interest
will not be payable on such date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such Coupon when due in accordance with the terms of the applicable Indenture.
Bearer Securities will not be issued in exchange for Registered Securities.
(Section 305)
No service charge will be made for any transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in connection therewith. (Section 305)
Securities may be presented for exchange as provided above, and Registered
Securities (other than a Global Security, except as provided below) may be
presented for registration of transfer (duly endorsed, or accompanied by a
satisfactory instrument of transfer), at the office of the Security Registrar or
at the office of any transfer agent designated by the Company for such purpose
with respect to any series of Securities and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes and
other governmental charges as described in the applicable Indenture. The Company
has appointed The Chase Manhattan Bank as Security Registrar for each Indenture.
(Section 305) If a Prospectus Supplement refers to any transfer agents (in
addition to the Security Registrar) initially designated by the Company with
respect to any series of Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that, if Securities of a
series are issuable solely as Registered Securities, the Company will be
required to maintain a transfer agent in each Place of Payment for such series
and, if Securities of a series are issuable as Bearer Securities, the Company
will be required to maintain (in addition to the Security Registrar) a transfer
agent in a Place of Payment for such series located outside the United States.
The Company may at any time designate additional transfer agents with respect to
any series of Securities. (Section 1002)
The Company shall not be required to: (i) issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (a) if Securities of the series
are issuable only as Registered Securities, the day of mailing of the relevant
notice of redemption and (b) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the day of mailing of the relevant
notice of redemption; (ii) register the transfer of or
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exchange any Registered Security, or portion thereof, called for redemption,
except the unredeemed portion of any Registered Security being redeemed in part;
or (iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and like tenor
which is simultaneously surrendered for redemption. (Section 305)
For a discussion of restrictions on the exchange, registration and transfer
of Global Securities, see "Global Securities" below.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Bearer Securities will
be payable, subject to any applicable laws and regulations, at the offices of
such Paying Agents outside the United States as the Company may designate from
time to time and payment of interest on Bearer Securities with Coupons
appertaining thereto will be made only against surrender of the Coupon relating
to the applicable Interest Payment Date. (Sections 311 and 1002) Unless
otherwise indicated in an applicable Prospectus Supplement, no payment with
respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States. Notwithstanding the foregoing, payments of principal of (and premium, if
any) and any interest on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Registered Securities
will be made at the office of such Paying Agent or Paying Agents as the Company
may designate from time to time, except that at the option of the Company
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. (Section
301) Unless otherwise indicated in an applicable Prospectus Supplement, payment
of any installment of interest on Registered Securities will be made to the
Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of The Chase Manhattan Bank in the Borough of Manhattan,
The City of New York, will be designated as the Company's Paying Agent in the
Borough of Manhattan, The City of New York, for payments with respect to Offered
Securities (subject to the limitation described above in the case of Bearer
Securities). Any Paying Agents outside the United States and any other Paying
Agents in the United States initially designated by the Company for the Offered
Securities will be named in an applicable Prospectus Supplement. The Company may
at any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that, if Securities of a series are issuable solely as Registered
Securities, the Company will be required to maintain a Paying Agent in each
Place of Payment for such series and, if Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain (i) a Paying Agent
in the Borough of Manhattan, The City of New York, for payments with respect to
any Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided that if any of
the Securities of such series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will
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maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States, as the case may be, for the Securities of such
series. (Section 1002)
All money paid by the Company to a Paying Agent for the payment of principal
of (or premium, if any) or any interest on any Security or Coupon that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and the Holder
of such Security or Coupon will thereafter look only to the Company for payment
thereof. (Section 1003)
If so specified in an applicable Prospectus Supplement, the Company may, at
its option, defer payments of interest otherwise payable on an Interest Payment
Date for a period and upon the terms and conditions described in such Prospectus
Supplement.
GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series may be issued in the form of one or more Global
Securities that will be deposited with, or on behalf of, a depositary (a
"Depositary") identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or definitive form. The specific terms of the depositary
arrangement with respect to any Securities of a series will be described in the
Prospectus Supplement relating to such series. Unless otherwise specified in the
applicable Prospectus Supplement, the Company anticipates that the following
provisions will apply to all depositary arrangements.
Securities which are to be represented by a Global Security to be deposited
with or on behalf of a Depositary will be represented by a Global Security
registered in the name of such Depositary or its nominee. Upon the issuance of a
Global Security, the Depositary for such Global Security will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters of such Securities, by certain agents of the Company or by the
Company, if such Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants in such
Depositary. Ownership of a beneficial interest in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary or its nominee (with respect to
participants' interests) for such Global Security or by participants or persons
that hold through participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities represented by
such Global Security for all purposes under the Indenture governing such
Securities. Except as set forth below, owners of beneficial interests in a
Global Security will not be entitled to have Securities of the series
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the owners or holders thereof under
the Indenture governing such Securities. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depositary for such Global Security and, if such person is not a participant, on
the procedures of the participant and, if applicable, the indirect participant,
through which such person owns its interest, to exercise any rights of a holder
under such Indenture.
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Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities," payment of principal of (and premium, if any) and any
interest on Securities registered in the name of or held by a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner or the holder of the Global Security representing such
Securities. None of the Company, the Trustee for such Securities, any Paying
Agent, any Authenticating Agent or the Security Registrar for such Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security representing such Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. (Section
307)
The Company expects that the Depositary for Securities, upon receipt of any
payment of principal of (or premium, if any) or any interest on a definitive
Global Security representing such Securities, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective holdings in principal amount of beneficial interest in such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such participants. Receipt by owners
of beneficial interests in a temporary Global Security of payments of principal
of (or premium, if any) or any interest on such Global Security will be subject
to the restrictions discussed under "Limitation on Issuance of Bearer
Securities."
Unless and until it is exchanged in whole for Securities in definitive form,
a Global Security may not be transferred except as a whole by the Depositary for
such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor. (Section 312) If a Depositary for Securities of any series is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within ninety days, the Company will
issue Securities of such series in like tenor and terms in definitive registered
form in exchange for the Global Security or Global Securities representing all
such Securities. Further, an owner of a beneficial interest in a Global Security
representing Securities of a series may, on terms acceptable to the Company and
the Depositary for such Global Security, receive Securities of such series in
definitive registered form. In addition, the Company may at any time and in its
sole discretion determine not to have any Securities of a series represented by
Global Securities and, in such event, will issue Securities of such series in
like tenor and terms in definitive registered form in exchange for the Global
Security or Global Securities representing all such Securities. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Securities of the series
represented by such Global Security equal in aggregate principal amount to such
beneficial interest and to have such Securities registered in the name of the
owner of such beneficial interest. (Section 312)
If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, with one or more
Coupons or without Coupons, to be deposited with a common depository in London
for Morgan Guaranty Trust Company of New York, Brussels Office, as operator of
the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"),
for credit to the respective accounts of the beneficial owners of such
Securities (or to such other accounts as they may direct). On and after the
exchange date determined as provided in any such temporary Global Security and
described in an applicable Prospectus Supplement, each such temporary Global
Security will be exchangeable for a like aggregate principal amount of
definitive Securities in like tenor and terms in bearer form, registered form or
definitive global bearer form, or any combination thereof, as specified in an
applicable Prospectus Supplement. No Bearer Security (including a Global
Security in definitive bearer form) delivered in exchange for a portion of a
temporary Global Security shall be mailed or otherwise delivered to any
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location in the United States (as defined under "Limitations on Issuance of
Bearer Securities") in connection with such exchange. (Sections 303 and 304)
Unless otherwise specified in an applicable Prospectus Supplement,
definitive Securities in respect of any portion of a temporary Global Security
will only be delivered, and interest in respect of any portion of a temporary
Global Security payable in respect of an Interest Payment Date occurring prior
to the issuance of definitive Securities will only be paid, upon delivery of a
certificate signed by Euroclear or Cedel, as the case may be, with respect to
the portion of the temporary Global Security held for the account of the
beneficial owner in the form required by the applicable Indenture. Such
certificate must be dated no earlier than the exchange date or such Interest
Payment Date, as the case may be, and must be based on statements provided to
Euroclear or Cedel, as applicable, by its account holders who are beneficial
owners of interests in such temporary Global Security to the effect that such
portion is beneficially owned (i) by a person that is not a United States person
or (ii) by or through a qualifying financial institution in compliance with
applicable Treasury regulations.
If any Securities of a series are issuable in definitive global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor, terms
and principal amount in any authorized form and denomination. No Bearer Security
delivered in exchange for a portion of a definitive Global Security shall be
mailed or otherwise delivered to any location in the United States in connection
with such exchange. (Section 305) A Person having a beneficial interest in a
definitive Global Security, except with respect to payment of principal of (and
premium, if any) and any interest on such definitive Global Security, will be
treated as a Holder of such principal amount of Outstanding Securities
represented by such definitive Global Security as shall be specified in a
written statement of the Holder of such definitive Global Security, or, in the
case of a definitive Global Security in bearer form, of Euroclear or Cedel,
which is produced to the Trustee by such Person. (Section 203) Principal of (and
premium, if any) and any interest on a definitive Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
CERTAIN RESTRICTIVE PROVISIONS
The Senior Indenture relating to Offered Securities to be issued on a parity
with other senior indebtedness of the Company provides that, with certain
limited exceptions, the Company will not, nor will it permit any Restricted
Subsidiary (as defined in the Senior Indenture) to, pledge as security for any
loan the capital stock or indebtedness of any Restricted Subsidiary or create,
incur, assume or permit to exist any lien on any property or asset of the
Company. (Section 1008) Such provisions shall apply to all such Offered
Securities unless the applicable Prospectus Supplement expressly states
otherwise.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Company, without the consent of any Holders
of Securities, may consolidate with or merge into any other corporation or
transfer or lease its assets substantially as an entirety to any Person or may
acquire or lease the assets of any Person substantially as an entirety or may
permit any corporation to merge into the Company provided that: (i) the
successor is a corporation organized under the laws of any domestic
jurisdiction; (ii) the successor corporation, if other than the Company, assumes
the Company's obligations under such Indenture and the Securities issued
thereunder; (iii) immediately after giving effect to the transaction, no Event
of Default and no event that, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing; and (iv)
certain other conditions are met. (Section 801)
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MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee thereunder may,
without the consent of any Holders of Securities, enter into supplemental
indentures for the purposes, among other things, of adding to the Company's
covenants, adding additional Events of Default, establishing the form or terms
of Securities or, provided such action shall not adversely affect the interests
of the Holders of any series of Securities in any material respect, curing
ambiguities or inconsistencies in such Indenture or making other provisions.
(Section 901)
Each Indenture contains provisions permitting the Company, with the consent
of the Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities of each affected series, to execute supplemental indentures adding
any provisions to or changing or eliminating any of the provisions of such
Indenture or modifying the rights of the Holders of the Securities of such
series, except that no such supplemental indenture may, without the consent of
the Holders of all the Outstanding Securities affected thereby, among other
things: (i) change the maturity of the principal of, or any installment of
principal of or interest on, any of the Securities; (ii) reduce the principal
amount thereof (or any premium thereon) or the rate of interest, if any,
thereon; (iii) reduce the amount of the principal of Original Issue Discount
Securities payable on any acceleration of maturity; (iv) change the currency,
currencies, composite currency or composite currencies in which any of the
Securities or any premium or interest thereon is payable; (v) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes required by such Indenture; (vi) impair the right to institute suit
for the enforcement of any payment due on any Securities on or after their
applicable maturity date; (vii) reduce the percentage in principal amount of the
Outstanding Securities of any series the consent of the Holders of which is
required for any such supplemental indenture or for any waiver of compliance
with certain provisions of, or of certain defaults under, such Indenture; or
(viii) with certain exceptions, modify the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section 902)
WAIVER OF CERTAIN COVENANTS
The Senior Indenture provides that the Company will not be required to
comply with certain restrictive covenants (including those described above under
"Certain Restrictive Provisions") if the Holders of not less than 66 2/3% in
principal amount of each series of Outstanding Securities affected thereby waive
compliance with such restrictive covenants. (Section 1005)
EVENTS OF DEFAULT, NOTICE AND WAIVER
An Event of Default in respect of any series of Securities (unless it is
either inapplicable to a particular series or has been modified or deleted with
respect to any particular series) is defined in each Indenture to be: (i) a
default for 30 days in the payment of any installment of interest upon any of
the Securities of such series when due; (ii) a default in the payment of
principal of (or premium, if any, on) any of the Securities of such series when
due; (iii) a default in the deposit of any sinking fund payment when the same
becomes due by the terms of the Securities of such series; (iv) a default in the
performance, or breach, of any other covenants or warranties of the Company in
the applicable Indenture which shall not have been remedied for a period of 60
days after notice from the Trustee thereunder or the Holders of not less than
25% in principal amount of the Outstanding Securities of such series; (v)
certain events of bankruptcy, insolvency or reorganization of the Company; and
(vi) such other events as may be specified for such series. (Section 501)
Each Indenture provides that if an Event of Default specified therein in
respect of any series of Outstanding Securities issued under such Indenture
shall have occurred and be continuing, either the Trustee thereunder or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the principal (or, if such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified by the terms of such Securities) of all of the Outstanding Securities
of such series to be immediately due and payable. (Section 502)
Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee thereunder, or exercising any trust or power conferred on such
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Trustee, with respect to the Securities of such series, provided that such
Trustee may act in any way that is not inconsistent with such directions and may
decline to act if any such direction is contrary to law or to such Indenture or
would involve such Trustee in personal liability. (Section 512)
Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all of the Outstanding Securities of such series waive any past
default under the applicable Indenture with respect to such series and its
consequences, except a default (i) in the payment of the principal of (or
premium, if any) or any interest on any of the Securities of such series or (ii)
in respect of a covenant or provision of such Indenture which, under the terms
of such Indenture, cannot be modified or amended without the consent of the
Holders of all of the Outstanding Securities of such series affected thereby.
(Section 513)
Each Indenture contains provisions entitling the Trustee thereunder, subject
to the duty of such Trustee during an Event of Default in respect of any series
of Securities to act with the required standard of care, to be indemnified by
the Holders of the Securities of such series before proceeding to exercise any
right or power under such Indenture at the request of the Holders of the
Securities of such series. (Sections 601 and 603)
Each Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default in respect of any series of Securities, give
to the Holders of the Securities of such series notice of all uncured and
unwaived defaults known to it; PROVIDED, HOWEVER, that, except in the case of a
default in the payment of the principal of (or premium, if any) or any interest
on, or any sinking fund installment with respect to, any of the Securities of
such series, such Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders of the Securities of such series; and PROVIDED, FURTHER, that such
notice shall not be given until at least 30 days after the occurrence of an
Event of Default regarding the performance, or breach, of any covenant or
warranty of the Company under such Indenture other than for the payment of the
principal of (or premium, if any) or any interest on, or any sinking fund
installment with respect to, any of the Securities of such series. The term
default for the purpose of this provision only means any event that is, or after
notice or lapse of time, or both, would become, an Event of Default with respect
to the Securities of such series. (Section 602)
Each Indenture requires the Company to file annually with the Trustee
thereunder a certificate, executed by an officer of the Company, indicating
whether the Company is in default under such Indenture. (Section 1004)
MEETINGS
Each Indenture contains provisions for convening meetings of the Holders of
Securities of a series if Securities of that series are issuable as Bearer
Securities to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by such
Holders pursuant to such Indenture. (Section 1301). A meeting may be called at
any time by the Trustee under the applicable Indenture, and also, upon request,
by the Company or the Holders of at least 10% in principal amount of the
Outstanding Securities of such series, in any such case upon notice given in
accordance with "Notices" below. (Section 1302) Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum at a meeting of Holders of Securities of such series;
PROVIDED, HOWEVER, that if any action is to be taken at such meeting with
respect to a consent or waiver which is required to be given by the Holders of
not less than 66 2/3% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 66 2/3% in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum, (i) a meeting called by the Company or the Trustee shall be
adjourned for a period of not less than 10 days, and in the absence of a quorum
at any such adjourned meeting, the meeting shall be further adjourned for a
period of not less than 10 days and (ii) a meeting called by the Holders shall
be dissolved. Any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which may be made, given or
taken by the Holders of a specified percentage in principal amount of
Outstanding Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution passed or decision taken at any
meeting of
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Holders of Securities of any series duly held in accordance with the applicable
Indenture will be binding on all Holders of Securities of that series and of the
related Coupons whether or not present or represented at the meeting. With
respect to any consent, waiver or other action which the applicable Indenture
expressly provides may be given by the Holders of a specified percentage of
Outstanding Securities of all series affected thereby (acting as one class),
only the principal amount of Outstanding Securities of any series represented at
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid and voting in favor of such action shall be counted for purposes of
calculating the aggregate principal amount of Outstanding Securities of all
series affected thereby favoring such action. (Section 1304)
NOTICES
Except as otherwise provided in each Indenture, notices to Holders of Bearer
Securities will be given by publication at least once in a daily newspaper in
The City of New York and London and in such other city or cities as may be
specified in such Bearer Securities and will be mailed to such Persons whose
names and addresses were previously filed with the Trustee under the applicable
Indenture within the two preceding years, within the time prescribed for the
giving of such notice. Notices to Holders of Registered Securities will be given
by mail to the addresses of such Holders as they appear in the Security
Register, within the time prescribed for the giving of such notice. (Section
106)
TITLE
Title to any Bearer Securities (including Bearer Securities that are Global
Securities) and any Coupons appertaining thereto will pass by delivery. The
Company, the appropriate Trustee and any agent of the Company or such Trustee
may treat the Holder of any Bearer Security, the Holder of any Coupon and the
registered owner of any Registered Security as the absolute owner thereof
(whether or not such Security or Coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any mutilated Security and any Security with a mutilated Coupon appertaining
thereto will be replaced by the Company at the expense of the Holder upon
surrender of such mutilated Security or Security with a mutilated Coupon to the
appropriate Trustee. Securities or Coupons that become destroyed, stolen or lost
will be replaced by the Company at the expense of the Holder upon delivery to
the appropriate Trustee of evidence of the destruction, loss or theft thereof
satisfactory to the Company and such Trustee; in the case of any Coupon which
becomes destroyed, stolen or lost, such Coupon will be replaced (upon surrender
to the appropriate Trustee of the Security with all appurtenant Coupons not
destroyed, stolen or lost) by issuance of a new Security in exchange for the
Security to which such Coupon appertains. In the case of a destroyed, lost or
stolen Security or Coupon, an indemnity satisfactory to the appropriate Trustee
and the Company may be required at the expense of the Holder of such Security or
Coupon before a replacement Security will be issued. (Section 306)
DEFEASANCE
Unless the Prospectus Supplement relating to the Offered Securities provides
otherwise, the Company at its option (i) will be Discharged (as such term is
defined in the applicable Indenture) from any and all obligations in respect of
the Offered Securities (except for certain obligations to register the transfer
or exchange of Securities, replace stolen, lost or mutilated Securities and
Coupons, maintain paying agencies and hold moneys for payment in trust) or (ii)
need not comply with certain restrictive covenants of the applicable Indenture
(including those described above under "Certain Restrictive Provisions"), if
there is deposited with the Trustee money and/or (a) in the case of Securities
and Coupons denominated in U.S. dollars, U.S. Government Obligations (as defined
in the applicable Indenture), or (b) in the case of Securities and Coupons
denominated in a foreign currency, Foreign Government Securities (as defined in
the applicable Indenture), which in each case through the payment of interest
thereon and principal thereof in accordance with their terms will provide money,
in an amount sufficient to pay in the currency, currencies, composite currency
or composite currencies in which the Offered Securities are payable all the
principal of, and interest on, the Offered Securities on the dates such payments
are due in accordance with
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the terms of the Offered Securities. Among the conditions to the Company's
exercising any such option, the Company is required to deliver to the
appropriate Trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the Holders of the Offered Securities to
recognize income, gain or loss for United States Federal income tax purposes and
that the Holders will be subject to United States Federal income tax in the same
amounts, in the same manner and at the same times as would have been the case if
such deposit and related defeasance had not occurred. (Sections 401 and 403)
SUBORDINATION
The payment of the principal of (and premium, if any) and any interest on
the Subordinated Securities, including sinking fund payments, is subordinated in
right of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to the prior payment in full of all Superior Indebtedness. (Section
1401) Superior Indebtedness is defined as (i) the principal of, premium, if any,
and accrued and unpaid interest on (a) indebtedness of the Company for money
borrowed, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, (b) guarantees by the
Company of indebtedness for money borrowed by any other person, whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
created, incurred or assumed, (c) indebtedness evidenced by notes, debentures,
bonds or other instruments of indebtedness for the payment of which the Company
is responsible or liable, by guarantees or otherwise, whether outstanding on the
date of execution of the Subordinated Indenture or thereafter created, incurred
or assumed, and (d) obligations of the Company under any agreement to lease, or
any lease of, any real or personal property, whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, incurred or
assumed, (ii) any other indebtedness, liability or obligation, contingent or
otherwise, of the Company and any guarantee, endorsement or other contingent
obligation of the Company in respect of any indebtedness, liability or
obligation, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, and (iii) modifications,
renewals, extensions and refundings of any such indebtedness, liabilities,
obligations or guarantees; unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
indebtedness, liabilities, obligations or guarantees, or such modification,
renewal, extension or refunding thereof, are not superior in right of payment to
the Subordinated Securities; PROVIDED, HOWEVER, that Superior Indebtedness will
not be deemed to include, and the Subordinated Securities will rank equal in
right of payment to, the Company's 7 3/4% Subordinated Notes due 2002, and all
other such subordinated securities, including but not limited to the Medium-Term
Subordinated Notes, Series D, of the Company, or any obligation of the Company
to any subsidiary; PROVIDED FURTHER, HOWEVER, that, notwithstanding the
foregoing, Superior Indebtedness will not be deemed to include, and the
Subordinated Securities will rank senior in right of payment to, the Company's
unsecured debentures issued under the Indenture dated as of December 9, 1996,
between the Company and The Chase Manhattan Bank, as Trustee, including but not
limited to the Company's 8.30% Junior Subordinated Debentures due 2036 and 8.08%
Junior Subordinated Debentures due 2037. (Sections 101, 1401 and 1408) The
Subordinated Indenture and the Subordinated Securities do not contain any
covenants or other provisions that would limit the issuance of additional
Superior Indebtedness.
No payment by the Company on account of principal of (or premium, if any) or
any interest on the Subordinated Securities, including sinking fund payments,
may be made if any default or event of default with respect to any Superior
Indebtedness shall have occurred and be continuing and written notice thereof
shall have been given to the Trustee by the Company or to the Company and the
Trustee by the holders of at least 10% in principal amount of any kind or
category of any Superior Indebtedness (or a representative or trustee on their
behalf). Upon any acceleration of the principal due on the Subordinated
Securities or any payment or distribution of assets of the Company to creditors
upon any dissolution, winding up, liquidation or reorganization, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all principal of (and premium, if any) and interest due or to
become due on all Superior Indebtedness must be paid in full before the holders
of Subordinated Securities are entitled to receive or retain any payment (other
than shares of stock or subordinated indebtedness provided by a plan of
reorganization or adjustment which does not alter the rights of holders of
Superior Indebtedness).
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Subject to the payment in full of all Superior Indebtedness, the holders of the
Subordinated Securities are to be subrogated to the rights of the holders of
Superior Indebtedness to receive payments or distributions of assets of the
Company applicable to Superior Indebtedness until the Subordinated Securities
are paid in full. (Section 1402) By reason of such subordination, in the event
of insolvency, creditors of the Company who are holders of Superior
Indebtedness, as well as certain general creditors of the Company, may recover
more, ratably, than the holders of the Subordinated Securities.
The Company's rights and the rights of its creditors (including holders of
Senior Securities and Subordinated Securities) to participate in any
distribution of assets of any subsidiary of the Company upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. Also, dividend
payments and advances to the Company by PaineWebber are restricted by the
provisions of the net capital rules of the Commission and the NYSE and covenants
in various loan agreements. The operations of the Company are conducted through
its subsidiaries and, therefore, the Company is dependent upon the earnings and
cash flow of its subsidiaries to meet its obligations, including obligations
under the Senior Securities and Subordinated Securities. The Senior Securities
and Subordinated Securities will be effectively subordinated to all indebtedness
of the Company's subsidiaries. As of June 30, 1998, the aggregate amount of
indebtedness of the Company's subsidiaries (such indebtedness consisting of
short-term borrowings and excluding short-term and long-term borrowings owed
directly or indirectly to the Company or another subsidiary) to which holders of
the Senior Securities and Subordinated Securities would have been structurally
subordinated was approximately $660 million.
GOVERNING LAW
The Indenture, the Securities and the Coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 112)
THE TRUSTEES UNDER THE INDENTURES
The Chase Manhattan Bank is the Trustee under the Senior Indenture. The
Chase Manhattan Bank is a depositary for funds and performs other services for,
and transacts other banking business with, the Company in the normal course of
business.
Chase Manhattan Bank Delaware is the Trustee under the Subordinated
Indenture.
ERISA MATTERS
The Company, PaineWebber, PaineWebber International and other affiliates of
the Company may each be considered a "party in interest" (within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or a
"disqualified person" (within the meaning of Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code")) with respect to many employee
benefit plans ("Plans") that are subject to ERISA or discribed in Section 4975
of the Code. The purchase of Securities by a Plan that is subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of Section 4975 of the Code (including individual retirement
arrangements and other plans described in Section 4975(e)(1) of the Code) and
with respect to which the Company, PaineWebber, PaineWebber International or any
other affiliate of the Company is a service provider (or otherwise is a party in
interest or a disqualified person) may constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code, unless such Securities are
acquired pursuant to and in accordance with an applicable exemption issued by
the U.S. Department of Labor. In addition, ERISA imposes specific requirements
on fiduciaries of Plans subject to ERISA, namely, that they make prudent
investments, diversify investments, make investments in accordance with the
terms of the Plan documents and in the best interests of Plan participants and
beneficiaries. ANY PENSION OR OTHER EMPLOYEE BENEFIT PLAN PROPOSING TO ACQUIRE
ANY SECURITIES SHOULD DETERMINE THAT THE SECURITIES ARE AN APPROPRIATE
INVESTMENT IN LIGHT OF ERISA'S FIDUCIARY STANDARDS AND CONSULT WITH ITS COUNSEL
TO DETERMINE THAT THE INVESTMENT IS NOT OTHERWISE PROHIBITED UNDER ERISA OR THE
CODE.
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PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby (i) directly to one
or more purchasers, (ii) through agents designated from time to time, (iii) to
dealers or (iv) through underwriters or a group of underwriters. The applicable
Prospectus Supplement will set forth the terms of the offering of any Offered
Securities, including the name or names of any underwriters, the purchase price
of the Offered Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the Offered
Securities may be listed. If a bidding or auction process is utilized, it will
be described in the Prospectus Supplement.
If underwriters are used in the sale, Offered Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Offered
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all of the Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Offered Securities will be named, and any commissions payable by the
Company to such agents will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
applicable Prospectus Supplement and such Prospectus Supplement will set forth
the commission payable for the solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents and
underwriters may be entitled under agreements entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
Unless otherwise specified in the applicable Prospectus Supplement, the
Company and each underwriter, dealer and agent participating in the distribution
of any Offered Securities which are issuable in bearer form will agree that, in
connection with the original issuance of any Bearer Security and during the
period ending 40 days after the date of original issuance of such Bearer
Security, they will not offer, sell or deliver such Bearer Security, directly or
indirectly, to a United States person or to any person within the United States,
except to the extent permitted under applicable Treasury regulations. Any other
restrictions on the offer or sale of Offered Securities in or from jurisdictions
other than the United States or within the United States will be set forth in
the applicable Prospectus Supplement.
All Offered Securities will be a new issue of securities with no established
trading market. Certain agents through whom, and underwriters to whom, Offered
Securities are sold by the Company for public offering and sale may make a
market in such Offered Securities, but such agents and underwriters will not
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be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any Offered Securities.
PaineWebber, PaineWebber International or one or more other affiliates of
the Company may participate in distributions of the Offered Securities. All
distributions of the Offered Securities will conform to the requirements set
forth in Rule 2720 of the Conduct Rules of the NASD.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal income tax laws and regulations, in
general a Bearer Security may not be offered, sold or delivered, directly or
indirectly, to a United States person or to any person within the United States
in connection with the original issuance of such Bearer Security or during the
period ending 40 days after the date of original issuance of such Bearer
Security. However, offers or sales can be made during this period to certain
institutions, including certain international organizations and foreign branches
of U.S. financial institutions (a "qualifying financial institution"), that
satisfy the requirements prescribed by applicable Treasury regulations. In
addition, sales can be made to a United States person acquiring a Bearer
Security through a qualifying financial institution in compliance with
applicable Treasury regulations. Definitive Bearer Securies will not be
delivered to a holder, however, unless the beneficial owner of the Securities
has complied with the certification requirements described above under
"Description of Securities--Global Securities" or, in any event, within the
United States.
Bearer Securities will bear the following legend on their face and on any
Coupons which may be detached therefrom or, if the obligation is evidenced by a
book entry, in the book of record in which the book entry is made: "Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the United States Internal Revenue Code". The Sections
referred to in such legend provide that, with certain exceptions, a United
States taxpayer who holds a Bearer Security will not be allowed to deduct any
loss with respect to, and will not be eligible for capital gain treatment with
respect to any gain realized on, the sale, exchange, redemption or other
disposition of such Bearer Security.
As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source, and "United States" means the United
States of America and its possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa and the Northern Mariana Islands).
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by its General Counsel, Theodore A. Levine. Mr. Levine beneficially
owns, or has rights to acquire under an employee benefit plan of the Company, an
aggregate of less than 1% of the common stock of the Company. Certain legal
matters relating to the Securities will be passed upon for the agents or
underwriters, if any, by Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York. Cravath, Swaine & Moore acts from time to time as legal counsel to the
Company and its subsidiaries on various matters.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1997, incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, 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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$275,000,000
PAINE WEBBER GROUP INC.
7 5/8% NOTES DUE 2009
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PROSPECTUS SUPPLEMENT
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PAINEWEBBER INCORPORATED
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NOVEMBER 24, 1999
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