PAINE WEBBER GROUP INC
10-K405/A, 2000-11-02
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-K/A
                              (AMENDMENT NO. 1)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                          COMMISSION FILE NUMBER 1-7367
                             PAINE WEBBER GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                               13-2760086
   (State or other jurisdiction                   (I.R.S. Employer
 of incorporation or organization)                Identification No.)

1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK                   10019
          (Address of principal executive offices)              (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 713-2000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                                                  NAME OF EACH EXCHANGE ON
    TITLE OF EACH CLASS                               WHICH REGISTERED
    -------------------                           ------------------------
<S>                                             <C>
Common Stock, $1 Par Value                      New York Stock Exchange, Inc.
                                                Pacific Stock Exchange, Inc.
Stock Index Return Securities on the S&P
  MidCap 400 Index due June 2, 2000             American Stock Exchange, Inc.
8.30% Preferred Trust Securities*               New York Stock Exchange, Inc.
8.08% Preferred Trust Securities*               New York Stock Exchange, Inc.
</TABLE>

*Issued by PWG Capital Trust I and PWG Capital Trust II, respectively. Fully and
              unconditionally guaranteed by Paine Webber Group Inc.

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)

   The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $5.6 billion as of March 9, 2000. (See Item 12.)

   On March 9, 2000, the Registrant had outstanding 145,479,208 shares of common
stock of $1 par value, which is Registrant's only class of common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:

   Parts I, II and IV incorporate information by reference from the Registrant's
1999 Annual Report to Stockholders. Part I and Part III incorporate information
by reference from the Registrant's definitive proxy statement for the annual
meeting to be held on May 4, 2000.
<PAGE>   2


                                     NOTE


On March 30, 2000, Paine Webber Group Inc. filed its Annual Report on Form 10-K
for the fiscal year ended December 31, 1999. The sole purpose of this amendment
is to refile Exhibit 13 to include page 18 of the 1999 Annual Report to
Stockholders which contains the "Financial Highlights" incorporated by
reference into "Item 6. Selected Financial Data".
<PAGE>   3
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                                PAINE WEBBER GROUP INC.
                                                ------------------------------
                                                (Registrant)


Date: November 2, 2000                          By:   /s/ Jerome T. Fadden
----------------------                          ------------------------------
                                                Jerome T. Fadden
                                                Senior Vice President and
                                                Chief Financial Officer
                                                (principal financial and
                                                accounting officer)
<PAGE>   4
                                EXHIBIT INDEX


13 - 1999 Annual Report to Stockholders of the Registrant


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