Filed by Paine Webber Group Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Paine Webber Group Inc.
Commission File No.:001-07367
October 11, 2000
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October 10, 2000
Dear Stockholder:
As you know, UBS AG ("UBS"), UBS Americas Inc. (which was previously
named Neptune Merger Subsidiary, Inc.) ("UBS Americas") and Paine Webber
Group Inc. ("Paine Webber") have entered into an Agreement and Plan of
Merger dated as of July 12, 2000 (the "Merger Agreement"), pursuant to
which, subject to certain conditions, including the adoption of the Merger
Agreement by the stockholders of Paine Webber, Paine Webber will merge with
and into UBS Americas, thereby becoming a wholly owned subsidiary of UBS
(the "Merger"). As outlined in the September 21, 2000 Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") previously
distributed to you, the terms of the Merger Agreement allow Paine Webber
stockholders to choose, subject to certain limitations, the type of
consideration (either cash or UBS ordinary shares) that they will receive
in exchange for their Paine Webber shares. It is now time for you to choose
the merger consideration that you wish to receive. All the documents
necessary to complete your election are included in this package. Please
review the following documents carefully:
1. The Form of Election and Letter of Transmittal, which enables you to
make your election and attach your stock certificates (if appropriate)
along with a Substitute Form W-9 to certify your taxpayer
identification/social security number;
2. The Substitute Form W-9 Guidelines;
3. The Instructions for Completing the Form of Election and Letter of
Transmittal (the "Instructions"); and
4. A Return Envelope for mailing items to ChaseMellon Shareholder
Services.
You should also carefully read the Proxy Statement/Prospectus previously
distributed to you.
To make your election, please complete the Form of Election and Letter
of Transmittal and the Substitute Form W-9, attach your Paine Webber stock
certificate(s) (if such certificate(s) are required to be sent pursuant to
Section 2 of the Instructions) and mail these items to the Exchange Agent,
ChaseMellon Shareholder Services. The Form of Election and Letter of
Transmittal and your stock certificate(s) (if such certificate(s) are
required to be sent pursuant to Section 2 of the Instructions and unless
the delivery of such certificate(s) is guaranteed as set forth in Section 5
of the Instructions) must be received no later than 5:00 p.m. New York City
time two trading days prior to the date of consummation of the Merger (the
"Election Deadline"). UBS will publicly announce the Election Deadline no
later than five trading days prior to the date of the consummation of the
Merger. If you cannot locate your stock certificates, contact ChaseMellon
Shareholder Services, Transfer Agent for Paine Webber, at 1-800-270-3449
(toll free) immediately to receive replacement instructions. If you fail to
make a proper election by the Election Deadline for any of your Paine
Webber shares, you will receive cash and/or stock consideration based on
what is available after other Paine Webber stockholders have made their
elections.
If you have any questions regarding the forms or the election process,
please contact ChaseMellon Shareholder Services at 1-888-634-5906 (toll
free).
This communication is not a solicitation of a proxy from any
stockholder of Paine Webber. UBS has filed with the Securities and Exchange
Commission (the "SEC") the Proxy Statement/Prospectus which was mailed to
Paine Webber stockholders on September 22, 2000. UBS and Paine Webber may
file other relevant documents concerning the Merger. WE URGE INVESTORS IN
PAINE WEBBER TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge
at the SEC's website, www.sec.gov. In addition, documents filed with the
SEC by UBS will be available free of charge from Investor Relations, UBS,
Stockerstrasse 64, Zurich. Documents filed with the SEC by Paine Webber
will be available free of charge from Geraldine Banyai, Assistant
Secretary, 1285 Avenue of the Americas, New York, New York 10019.
UBS AG
PAINE WEBBER GROUP INC.
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Return this form with FORM OF ELECTION Do you need
Paine Webber stock AND LETTER OF Assistance?
certificates to ChaseMellon TRANSMITTAL Call us Toll Free
no later than 5 PM New York City Return this form and 1-888-634-5906
time 2 trading days prior to your Paine Webber Stock
the date of consummation of Certificates to ChaseMellon
the Merger Shareholder Services as follows:
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Rd - Mail Drop-Reorg
South Hackensack, NJ 07606-3301 New York, NY 10271 Ridgefield Park, NJ 07660
1. About You and Your Shares - Indicate Address Change as Necessary Below
Account Number:
Certificate Number Certificate Number
Total Certificated Shares
Total Shares Held by Paine Webber
Automatic Stock Purchase Plan
2. Election Options and Required Signatures - Complete A, B and C o All Paine Webber stock certificates MUST accompany this form
(except as set forth in Section 2 and Section 5 of Instructions) o
A) Options
__ 1. Exchange all Paine __ 2. Exchange all Paine __ 3. No Preference
Webber shares for Webber shares for
cash UBS AG ordinary shares
If you elect to receive UBS AG ordinary shares, given the number of Paine Webber shares you own, you will receive no more than
________________ UBS ordinary shares.
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B) Required Signatures -- All Paine Webber stockholders must C)SUBSTITUTE FORM W-9 Part 1-
sign below. The stockholder whose Social Security Number Department of the Treasury PLEASE PROVIDE YOUR
is printed to the right Requested for Taxpayer TAXPAYER IDENTIFICATION
must sign the W-9. Identification Number (TIN) NUMBER ("TIN") BELOW AND
and Certification CERTIFY THAT IT IS YOUR
x CORRECT TIN BY SIGNING
____________________________________________ AND DATING BELOW
Signature of Stockholder Date _________________________
Taxpayer Identification
x Number, Social Security
____________________________________________ Number or Employer
Signature of Stockholder Date Identification Number
(If joint account)
Part 2 - Check this [ ] if you are exempt from backup withholding
( ) -
Area Code and Daytime Phone Part 3 - By signing below, you are certifying that you have
The signatory above applies for registration in the share not been notified by the Internal Revenue Service ("IRS") that
register of UBS AG as the owner of such number of registered you are subject to backup withholding as a result of a failure
shares resulting from the exchange of Paine Webber to report all interest and dividends or that the IRS has notified
shares and declares that such signatory has acquired the you that you are no longer subject to backup withholding. You
registered UBS ordinary shares, if any, in such signatory's must cross out this Part 3 if this certification does not apply
own name and for such signatory's own account and to you.
provides the following information to UBS AG:
Part 4 - Check this [ ] if you are awaiting a TIN*
Citizenship (if a natural person):__________________________
CERTIFICATION: UNDER THE LAWS OF PERJURY, I CERTIFY THAT THE
Date of birth (if a natural person):________________________ INFORMATION PROVIDED ON THIS SUBSTITUTE FORM W-9 IS TRUE, CORRECT
AND COMPLETE.
Registered Office (if not a natural person):________________
PRINT NAME ________________________________
3. Special Transfer or Payment Instructions SIGNATURE _________________________________
The check and/or UBS stock certificate from the DATE ______________________________________
exchange will be issued in the name(s) printed in Section
1 unless you indicate a different name below. Your signature NOTE: FAILURE TO COMPLETE AND RETURN THE ABOVE SUBSTITUTE FORM
and a Signature Guarantee are required. The W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS
Substitute Form W-9 to the right must be completed by MADE TO YOU PURSUANT TO THE MERGER OR REDEMPTION.
the new account holder.
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*YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
________________________________________________________ BOX IN PART 4 OF THE SUBSTITUTE FORM W-9:
NAME
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
________________________________________________________ I certify under penalties of perjury that a taxpayer
NAME identification number has not been issued to me, and that either
(a) I have mailed or delivered an application to receive a
________________________________________________________ taxpayer identification number to the appropriate Internal
ADDRESS Revenue Service Center or Social Security Administration Office,
or (b) I intend to mail or deliver an application in the near
________________________________________________________ future. I understand that if I do not provide a taxpayer
CITY-STATE-ZIP identification number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld
x_______________________________________________________ withheld until I provide a number.
AUTHORIZED SIGNATURE(s)
__________________________ ____________________
PLACE MEDALLION Signature Date
SIGNATURE GUARANTEE HERE
4. Special Delivery Instructions 5. Notice of Guaranteed Delivery (See Section 5 of Instructions)
The UBS stock certificate and/or check will be mailed to the _______________________________________________
address shown in Section 1 unless you indicate a different Name of Firm
address below:
_______________________________________________
________________________________________________________ Authorized Signature
NAME
_______________________________________________
________________________________________________________ Title
ADDRESS
_______________________________________________
________________________________________________________ Address
CITY-STATE-ZIP
_______________________________________________
City-State-Zip
Area Code and Telephone
Number(s):_____________________________________
Date:___________________________________, 2000
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INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION
AND LETTER OF TRANSMITTAL
________________________________________________________________________________
These instructions are for the accompanying Form of Election and Letter of
Transmittal for the registered stockholders of Paine Webber Group Inc. ("Paine
Webber"). All elections are subject to the terms of the Agreement and Plan of
Merger dated as of July 12, 2000 (the "Merger Agreement") that was previously
furnished to stockholders as part of the Proxy Statement/Prospectus dated
September 21, 2000 (the "Proxy Statement/Prospectus").
If a holder of shares of Paine Webber common stock does not submit an
effective Election Form to the Exchange Agent at its designated office by 5:00
p.m., New York City time, on the second trading day prior to the date of the
consummation of the Merger (the "Election Deadline"), such holder shall be
deemed to have made no election and such holder's shares of Paine Webber
common stock shall be deemed to be No-Election Shares (as defined in the
Merger Agreement). UBS will publicly announce the Election Deadline no later
than five trading days prior to the date of the consummation of the Merger.
FORM OF ELECTION AND LETTER OF TRANSMITTAL
Section 1. ABOUT YOU AND YOUR SHARES
Section 1 of the Form of Election and Letter of Transmittal shows the
registration of your account and the number and type of shares owned by you as
reflected on the records of Paine Webber at the time of mailing these
instructions.
If you cannot locate your stock certificates contact ChaseMellon Shareholder
Services, Transfer Agent for Paine Webber at 1-800-270-3449 (toll free)
immediately to receive replacement instructions.
Mark through any incorrect address information that is printed in this area on
the Form of Election and Letter of Transmittal. Clearly print the correct
address in the space beside the printed information.
Section 2. ELECTION OPTIONS AND REQUIRED SIGNATURES
The terms of the Merger Agreement allow you to choose, subject to certain
limitations, the type of consideration you wish to receive for your shares.
For more information, please refer to the Proxy Statement/Prospectus. If you
elect to receive cash or UBS AG ordinary shares in exchange for your Paine
Webber shares, your stock certificates must be returned with the Form of
Election and Letter of Transmittal for your election to be valid (unless the
delivery of such certificates is guaranteed as set forth in Section 5 of these
Instructions). If you do not hold shares in certificate form, you are still
required to complete this Form of Election and Letter of Transmittal.
If you do not make an election (including if you check Box 3 ("No Preference")
in Section 2A of your Form of Election and Letter of Transmittal), then you
must keep your stock certificates until after the Merger is completed, when
you will receive a letter of transmittal describing how you may exchange your
stock certificates for Merger consideration.
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2
A) Election Options
Select from the following options:
1. Exchange all Paine Webber shares for cash. If you select this option, you
will receive $73.50 for each Paine Webber share you own, subject to the
proration provisions in the Merger Agreement and described below.
2. Exchange all Paine Webber shares for UBS ordinary shares. If you select
this option, you will receive 0.4954 of a UBS ordinary share for each
Paine Webber share you own, subject to the proration provisions in the
Merger Agreement and described below. No fractional shares will be issued
and you will receive a cash payment in lieu of fractional shares.
3. No Preference. If you select this option, you are indicating that you
have no preference as to the type of consideration you will receive, and
will accept cash or UBS ordinary shares, in each case subject to the
proration provisions of the Merger Agreement and described below, as
determined by the Exchange Agent based on what is available after other
Paine Webber stockholders have made their elections.
If your Paine Webber Automatic Stock Purchase share balance changes during the
election period, the Form of Election and Letter of Transmittal will apply to
any shares held in your Paine Webber Automatic Stock Purchase account as of
the effective date of the Merger.
The Merger Agreement provides that the percentage of shares of Paine Webber
common stock that will be converted into UBS ordinary shares is fixed at 50%.
Therefore, Paine Webber stockholders' elections, including yours, may be
adjusted on a pro rata basis so that, in the aggregate, 50% of the Paine
Webber common stock is converted into the right to receive UBS ordinary shares
and 50% of the Paine Webber common stock is converted into the right to
receive cash. The allocations will be based on the provisions of the Merger
Agreement.
B) Required Signatures
All individuals listed on the account must sign the Form of Election and
Letter of Transmittal. Please be sure to include your daytime telephone
number.
C) W-9 Certification
Certify that the Social Security Number printed on the form is correct.
Regardless of whether you have previously furnished a Taxpayer Identification
Number (TIN), Social Security Number (SSN) or the certification on Form W-9
with respect to dividend payments, you must again furnish this number on the
W-9 Certification.
If you are a trustee, executor, administrator or someone who is acting on
behalf of a stockholder and your name is not printed on the Form of Election
and Letter of Transmittal, you must include your full title and send us proper
evidence of your authority to exchange the shares.
Any disputes regarding your election or the elections made by other Paine
Webber stockholders will be resolved by the Exchange Agent (in consultation
with UBS) and such decision will be final for all parties concerned. The
Exchange Agent has the absolute right to reject any and all Forms of Election
and Letters of Transmittal which it determines are not in proper form or to
waive minor defects in any form. Surrenders of certificates will not be
effective until all defects or irregularities that have not been waived by the
Exchange Agent have been corrected. Please return your Form of Election and
Letter of Transmittal promptly to allow sufficient time to correct any
possible deficiencies before the Election Deadline.
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3
UNLESS THERE ARE SPECIAL TRANSFER OF PAYMENT INSTRUCTIONS OR SPECIAL DELIVERY
INSTRUCTIONS, OR YOU ARE REPORTING LOST, STOLEN OR DESTROYED CERTIFICATES, OR
YOU ARE ELECTING TO RECEIVE CASH OR UBS ORDINARY SHARES IN EXCHANGE FOR YOUR
PAINE WEBBER SHARES AND YOUR STOCK CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE,
YOU NEED NOT CONTINUE TO THE NEXT SECTION. HOWEVER, BEFORE YOU MAIL YOUR FORM
OF ELECTION AND LETTER OF TRANSMITTAL, MAKE SURE YOU DO THE FOLLOWING:
a) Verify the election you have chosen;
b) Sign, date and include your daytime phone number;
c) Verify the SSN or TIN printed on the form and sign the W-9 certification;
and
d) Include your Paine Webber stock certificates, if you elect to receive
cash or UBS AG ordinary shares in exchange for your Paine Webber shares,
along with the Form of Election and Letter of Transmittal in the enclosed
envelope (unless the delivery of such certificates is guaranteed as set
forth in Section 5 of these Instructions).
Section 3. SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS
If you want your UBS ordinary share certificate(s) registered or your check
made payable in a name or names different from the name(s) printed on the Form
of Election and Letter of Transmittal, please follow the instructions below.
First, print the name(s) and address of the person(s) receiving the shares in
the space provided under Special Transfer or Payment Instructions. Then, refer
to the procedures printed below for the requirements needed to make some of
the most frequently requested types of registration changes. These documents
must accompany your Paine Webber stock certificate(s), if applicable, and your
Form of Election and Letter of Transmittal.
Name change due to marriage or transfer of ownership to another individual:
1. Obtain a signature guarantee for the stockholder whose name is printed on
the Form of Election and Letter of Transmittal. If it is a joint account both
owners must sign and have their signatures guaranteed. Each signature must be
guaranteed by an officer of a commercial bank, trust company, credit union or
savings & loan who is a member of the Securities Transfer Agents Medallion
Program (STAMP), or by a stockbroker who is a member of STAMP. The signature
of a Notary Public is not acceptable for this purpose.
2. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new account.
The individual whose TIN or SSN is being used must sign the Substitute Form
W-9. Please refer to the Instructions for Completing Substitute Form W-9 for
more detailed information.
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4
Stockholder whose name is printed on the Form of Election and Letter of
Transmittal is deceased. You are the executor or administrator of the estate:
1. Provide a certified (under raised seal) copy of the Court Qualification
appointing the legal representative (dated within 60 days).
2. Obtain a signature guarantee for the legal representative. The signature
must be guaranteed by an officer of a commercial bank, trust company,
credit union or savings & loan who is a member of the Securities Transfer
Agents Medallion Program (STAMP), or by a stockbroker who is a member of
STAMP. The signature of a Notary Public is not acceptable for this
purpose.
3. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. If the account is being registered in the name of the estate and
not to an individual, a TIN is required. Please refer to the Instructions
for Completing Substitute Form W-9 for more detailed information.
The account is a joint account and one of the accountholders is deceased.
Transferring shares to the survivor only:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor's signature (Signature guarantee is not necessary in this case).
3. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. The individual whose TIN or SSN is being used must sign the
Substitute Form W-9. Please refer to the Instructions for Completing
Substitute Form W-9 for more detailed information.
The account is a joint account and one of the accountholders is deceased.
Transferring shares to the survivor and adding a name:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor must obtain a signature guarantee. The signature must be
guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP.
The signature of a Notary Public is not acceptable for this purpose.
3. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. The individual whose TIN or SSN is being used must sign the
substitute Form W-9. Please refer to the Instructions for Completing
Substitute Form W-9 for more detailed information.
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5
The account is a custodial account and the former minor has reached the legal
age of majority:
1. The former minor must obtain a signature guarantee. The signature must be
guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Security Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP.
The signature of a Notary Public is not acceptable for this purpose.
2. Provide a certified (under raised seal) copy of the birth certificate for
the former minor.
3. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. The individual whose TIN or SSN is being used must sign the
Substitute Form W-9. Please refer to the Instructions for Completing
Substitute Form W-9 for more detailed information.
If the request is being made by the minor who has now reached the age of
majority:
1. The former minor must obtain a signature guarantee. This signature must
be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP.
The signature of a Notary Public is not acceptable for this purpose.
2. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. The individual whose TIN or SSN is being used must sign the
Substitute form W-9. Please refer to the Instructions for Completing
Substitute Form W-9 for more detailed information.
You want to have the account registered in the name of a trust:
1. Obtain a signature guarantee for the stockholder whose name is printed on
the Form of Election and Letter of Transmittal. If it is a joint account,
both owners must sign and have their signatures guaranteed. Each
signature must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member of the Securities
Transfer Agents Medallion Program (STAMP), or by a stockbroker who is a
member of STAMP. The signature of a Notary Public is not acceptable for
this purpose.
2. Provide a copy of the first and last pages of the trust agreement.
3. Complete the Substitute Form W-9 on the Form of Election and Letter of
Transmittal by listing the Taxpayer Identification Number (TIN) or Social
Security Number (SSN) that is to be used for tax reporting on the new
account. The individual whose TIN or SSN is being used must sign the
Substitute Form W-9. Please refer to the Instructions for Completing
Substitute Form W-9 for more detailed information.
If your circumstances differ from those listed above, or if you have any other
questions, please contact ChaseMellon Shareholder Services, Exchange Agent, at
1-888-634-5906 (toll free).
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6
Section 4. SPECIAL DELIVERY INSTRUCTIONS
Complete this area only if you want the UBS ordinary share certificates and/or
check resulting from your election to be delivered to an address other than
the one printed in Section 1 on the Form of Election and Letter of
Transmittal.
Note: Your address of record will not be affected by completing this section.
Section 5. NOTICE OF GUARANTEED DELIVERY
In order for an election to be effective, the Exchange Agent must receive a
properly completed Form of Election, accompanied by stock certificate(s) (if
such certificate(s) are required to be sent pursuant to Section 2 of these
Instructions) representing Paine Webber shares currently held by you (or a
proper guarantee of delivery, as described below) no later than the Election
Deadline. Persons whose stock certificate(s) are not immediately available
also may make an election by completing the Form of Election and submitting it
to the Exchange Agent by the Election Deadline, and by having the Notice of
Guaranteed Delivery properly completed and duly executed by a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States (subject to the condition that
the stock certificate(s), the delivery of which is guaranteed by such
completion and due execution, are in fact delivered to the Exchange Agent no
later than 5:00 p.m. New York City time, on the third New York Stock Exchange,
Inc. trading day after such Notice of Guaranteed Delivery, properly completed
and executed, is delivered to the Exchange Agent).
AUTOMATIC STOCK PURCHASE PLAN PARTICIPANTS
Any reference to the term "certificate" means Paine Webber shares held in
certificate form. Your Paine Webber Automatic Stock Purchase Plan shares are
held as book entry; therefore, you will not have any certificates to
surrender. However, you are still required to complete the Form of Election
and Letter of Transmittal as explained in Section 2 of these Instructions.
(Please note: Commencing one trading day prior to the Election Deadline, no
further transactions will be processed under the Paine Webber Automatic Stock
Purchase Plan.)
DELIVERY INSTRUCTIONS
ChaseMellon Shareholder Services
For information (Toll Free): 1-888-634-5906
By Mail:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
Post Office Box 3301
South Hackensack, NJ 07606-3301
By Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
85 Challenger Road
Ridgefield Park, NJ 07660
By Hand:
ChaseMellon Shareholder Services, L.L.C.
120 Broadway
13th Floor
New York, NY 10271
