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 12, 2000
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UBS AG
Election of Merger Consideration
Any election must be made no later than 5:00 p.m., New York City time, two
trading days prior to the date of consummation of the Merger. The time and date
of the expiration of the election period is herein referred to as the "Election
Deadline".
To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:
UBS AG ("UBS"), UBS Americas 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 previously distributed to Paine
Webber stockholders, 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 Paine Webber
stockholders to choose the merger consideration that they wish to receive.
The options are:
1. Exchange all Paine Webber shares for cash. A stockholder may select this
option, indicating that the stockholder wants to receive $73.50 cash in
exchange for each Paine Webber share, subject to the proration provisions
of the Merger Agreement.
2. Exchange all shares for UBS ordinary shares. A stockholder may select this
option, indicating that the stockholder wants to receive 0.4954 of a UBS
ordinary share in exchange for each Paine Webber share, subject to the
proration provisions of the Merger Agreement.
3. No Preference. A stockholder may select this option, indicating that the
stockholder has no preference as to the type of consideration the
stockholder will receive, and will accept cash or UBS ordinary shares, in
each case subject to the proration provisions of the Merger Agreement.
For your information and for forwarding to those of your clients for whom you
hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. A Form of Election for your use and for the information of your clients
(together with the accompanying Substitute Form W-9).
2. A client letter for your use and for the information of your clients.
3. A Notice of Guaranteed Delivery to be used in connection with an election
of Merger consideration if the certificates for Paine Webber shares cannot
be delivered or the procedures for book entry transfer cannot be completed
on a timely basis.
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4. Guidelines of the Internal Revenue Service for the Certification of the
Taxpayer Identification Number on Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE.
In order to make a valid election, a duly executed and properly completed
Election Form, including any required signature guarantees and any other
documents, should be sent to the Exchange Agent, together with either
certificate(s) representing Paine Webber shares (if the election is for cash or
UBS ordinary shares) or timely confirmation of their book-entry transfer.
Holders of Paine Webber shares whose certificate(s) for such Paine Webber shares
are required to be sent and are not immediately available or who cannot deliver
such certificate(s) to the Exchange Agent or complete the procedures for
book-entry transfer prior to the Election Deadline must follow the procedure for
guaranteed delivery set forth on the Notice of Guaranteed Delivery Form.
Any inquiries you may have with respect to the making of an election should be
addressed to ChaseMellon Shareholder Services, L.L.C., the Exchange Agent, at 44
Wall Street 7th Floor, New York, New York 10005; Phone Tollfree 1-888-634-5906.
Additional copies of the enclosed materials may be obtained from the Exchange
Agent at the same address and telephone number.
Very truly yours,
UBS AG
PAINE WEBBER GROUP INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF UBS AG, PAINE WEBBER GROUP INC. OR THE EXCHANGE AGENT
OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
ANY ELECTION OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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Notice of Guaranteed Delivery
(Not to be Used For Signature Guarantees)
of
Shares of Common Stock of
PAINE WEBBER GROUP INC.
Pursuant to the Form of Election
This form or a facsimile hereof must be used to guarantee delivery of shares of
common stock (the "Paine Webber Shares") of Paine Webber Group Inc. ("Paine
Webber") in connection with an election if:
(a) certificates for Paine Webber Shares are not immediately available;
(b) the procedures for book entry transfer cannot be completed on a timely
basis; or
(c) certificates for Paine Webber Shares cannot be delivered to the Exchange
Agent prior to the election deadline, which is 5:00 p.m., New York City
time, two trading days prior to the date of consummation of the Merger (the
"Election Deadline").
This form, properly completed and duly executed, may be delivered by hand, mail
or facsimile transmission to the Exchange Agent.
The Exchange Agent:
ChaseMellon Shareholder Services, L.L.C.
By Registered or Certified Mail: By Facsimile Transmission:
Reorganization Department (201)-296-4293
Post Office Box 3301 Confirm Receipt of Facsimile by Telephone:
South Hackensack, NJ 07606-1901 (201) 296-4860
By Hand or Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Dept.
85 Challenger Road
Ridgefield Park, NJ 07660
Delivery of this form to an address other than as set forth above or
transmission of instructions via a facsimile number other than as set forth
above does not constitute valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Form of Election is required to be guaranteed by an "eligible institution" under
the instructions thereto, the signature guarantee must appear in the applicable
space provided in the signature box on the Form of Election.
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Ladies and Gentlemen:
The undersigned hereby surrenders to the Exchange Agent, upon the terms and
subject to the conditions set forth in the Form of Election and related
instructions, receipt of which is hereby acknowledged, the number of Paine
Webber Shares specified below pursuant to the guaranteed delivery procedure set
forth below.
-------------------------------------------------------------------------------
SIGN HERE
(Please type or print)
Certificate Nos.
(if available):_______________________ ________________________________
No. of shares: _______________________ ________________________________
Signature(s)
_____________________________________ Dated: _________________________
Name or Names
_____________________________________ If shares will be delivered
by book-entry transfer, fill
in the applicable account
number below:
_____________________________________
Address The Depository Trust Company
DTC Account No: ________________
_____________________________________ Transaction Code No.: __________
Area Code and Telephone Number(s)
GUARANTEED DELIVERY PROCEDURE
In order for an election to be effective, the Exchange Agent must receive a
properly completed Form of Election, accompanied (in the case that you elect to
receive cash or UBS ordinary shares in exchange for your Paine Webber Shares) by
stock certificates representing Paine Webber Shares currently held by you (or a
proper guarantee of delivery, as described below), no later than 5:00 p.m., New
York City time, two trading days prior to the date of consummation of the
Merger. Persons whose stock certificates are not immediately available (and who
have elected to receive cash or UBS ordinary shares in exchange for their Paine
Webber Shares) 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 this
Notice of Guaranteed Delivery properly completed and duly executed by a member
of a registered national securities exchange or of the National Society 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
certificates, the delivery of which is hereby guaranteed, are in fact delivered
to the Exchange Agent no later than the third New York Stock Exchange, Inc.
trading day after the due completion and execution of this Notice of Guaranteed
Delivery, and, in any event, no later than 5:00 p.m., New York City time, on the
third New York Stock Exchange, Inc. trading day after the Election Deadline (the
"Guaranteed Delivery Deadline")).
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If the Exchange Agent does not receive a properly completed Form of Election
accompanied (in the case that you elect to receive cash or UBS ordinary shares
in exchange for your Paine Webber Shares) by all stock certificates by the
Election Deadline (unless a Form of Election and a Guarantee of Delivery have
been properly completed and delivered by the Election Deadline and the
certificates are received by the Exchange Agent by the Guaranteed Delivery
Deadline), you will be deemed to have made no election and the type of Merger
consideration to be given will be determined in accordance with the Merger
Agreement.
DELIVERY GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
THE UNDERSIGNED IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT
UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR
INSTITUTION," AS SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN
"ELIGIBLE INSTITUTION"), AND GUARANTEES THE DELIVERY TO THE EXCHANGE AGENT OF
THE SHARES SURRENDERED HEREBY, IN PROPER FORM FOR TRANSFER, OR A CONFIRMATION
THAT THE SHARES SURRENDERED HEREBY HAVE BEEN DELIVERED PURSUANT TO THE
PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN THIS NOTICE OF GUARANTEED
DELIVERY INTO THE EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
WITHIN THREE (3) NEW YORK STOCK EXCHANGE, INC. TRADING DAYS OF THE DATE
HEREOF.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the certificates representing
Paine Webber Shares to the Exchange Agent within the time period set forth
herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Authorized Signature: _________________________________________________
Name: _________________________________________________________________
(Please Print)
Title: ________________________________________________________________
Name of Firm:__________________________________________________________
Address: ______________________________________________________________
_______________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number:________________________________________
Date:__________________________________________________________________
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UBS AG
Election of Merger Consideration
Any election must be made no later than 5:00 p.m., New York City time, two
trading days prior to the date of consummation of the Merger. The time and date
of the expiration of the election period is herein referred to as the "Election
Deadline".
To Our Clients:
UBS AG ("UBS"), UBS Americas 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 you to choose, subject to certain limitations, the type of consideration
(either cash or UBS ordinary shares) that you will receive in exchange for your
Paine Webber shares. It is now time for you to choose the merger consideration
that you wish to receive.
We (or our nominees) are the holder of record of Paine Webber shares held by
us for your account. An election for your Paine Webber shares can be made only
by us as the holder of record and pursuant to your instructions. The Form of
Election is furnished to you for your information only and cannot be used by
you to make an election for the Paine Webber shares held by us for your
account.
The options are:
1. Exchange all Paine Webber shares for cash. You may select this option,
indicating that you want to receive $73.50 cash in exchange for each Paine
Webber share, subject to the proration provisions of the Merger Agreement.
2. Exchange all Paine Webber shares for UBS ordinary shares. You may select
this option, indicating that you want to receive 0.4954 of a UBS ordinary
share in exchange for each Paine Webber share, subject to the proration
provisions of the Merger Agreement.
3. No Preference. You may select this option, 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.
AN ELECTION FOR YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
THEREOF AND PURSUANT TO YOUR INSTRUCTIONS. ACCORDINGLY, WE REQUEST INSTRUCTIONS
ON WHETHER YOU WISH TO ELECT TO RECEIVE CASH OR UBS ORDINARY SHARES, OR IF YOU
HAVE NO PREFERENCE AS TO THE TYPE OF CONSIDERATION THAT YOU WILL RECEIVE, FOR
THE SHARES HELD BY US (OR OUR NOMINEES) FOR YOUR ACCOUNT, UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE MERGER AGREEMENT.
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Please note the following:
o The Election Deadline is 5:00 p.m., New York City time, two trading days
prior to the date of consummation of the Merger. UBS will publicly announce
the Election Deadline no later than five trading days prior to the date of
consummation of the Merger. Your instructions should be forwarded to us in
ample time to permit us to submit an election on your behalf prior to the
Election Deadline.
o If you do not respond, the Exchange Agent will determine whether cash or
UBS ordinary shares, in each case subject to the proration provisions of
the Merger Agreement, will be distributed to you.
o If you miss the Election Deadline, this is the same as not responding - the
Exchange Agent will determine whether cash or UBS ordinary shares, in each
case subject to the proration provisions of the Merger Agreement, will be
distributed to you.
o You are not guaranteed to receive your election choice. 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. Refer to the Proxy Statement/Prospectus for more
information.
o If you receive cash for all or part of your shares, this will be treated as
a taxable event. Because individual circumstances may differ, shareholders
should consult their tax advisors to determine the tax effect to them of
the Merger, including the application and effect of foreign, state, local
or other tax laws.
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INSTRUCTIONS WITH RESPECT
TO THE ELECTION OF MERGER CONSIDERATION
Please provide your signed instructions below:
ELECTION OPTIONS
_____ Exchange all Paine Webber shares for cash
_____ Exchange all Paine Webber shares for UBS ordinary shares
_____ No Preference
Account Number _____________________________________
____________________________________________________
Signature of Shareholder
____________________________________________________
Signature of Shareholder (if joint account)
____________________________________________________
____________________________________________________
____________________________________________________
Address
____________________________________________________
Area Code and Daytime Phone
____________________________________________________
Tax Identification or Social Security No.
Dated:_________________________________________, 2000
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT YOUR OPTION AND RISK. IF
DELIVERED BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE DELIVERY.
If you have any questions, please contact your broker or financial advisor
directly, or alternatively contact the Exchange Agent, ChaseMellon Shareholder
Services, L.L.C., at 1-888-634-5906.
PROMPT ACTION IS REQUESTED.
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 web-site,
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.
