-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EflX75pgjC5JN3+z+crXRGMOXT3qPzC3GdbDzljQcBDMUbqExYjHIKXFq1k7xVcZ ZfeOpUbjFfmBqMcMHW8//A== /in/edgar/work/0000950123-00-009620/0000950123-00-009620.txt : 20001024 0000950123-00-009620.hdr.sgml : 20001024 ACCESSION NUMBER: 0000950123-00-009620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001023 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07367 FILM NUMBER: 744402 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 8-K 1 y41647e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2000 PAINE WEBBER GROUP INC. (Exact Name of Registrant as specified in its charter) DELAWARE NO. 1-7367 NO. 13-2760086 - --------- ---------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 - ----------------------------- --------- (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (212) 713-2000 2 Item 5. Other Events. On October 23, 2000, the Registrant announced that, at a special stockholder meeting, its stockholders voted to approve the proposed merger of the Registrant with and into a subsidiary of UBS AG. A copy of the press releases announcing approval of the proposed merger are included herein as Exhibits 99.1 and 99.2 to this report. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Copy of Registrant's press release. 99.2 Copy of Registrant's press release. 3 SIGNATURE Pursuant to the requirements 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. By: /s/ Jerome T. Fadden -------------------------- Name: Jerome T. Fadden Title: Senior Vice President and Chief Financial Officer Dated: October 23, 2000 4 EXHIBIT INDEX ITEM NO. DESCRIPTION - -------- ----------- 99.1 Copy of Registrant's press release. 99.2 Copy of Registrant's press release. EX-99.1 2 y41647ex99-1.txt PRESS RELEASE 1 [PAINEWEBBER LOGO] CORPORATE COMMUNICATIONS Paine Webber Group Inc. 1285 Avenue of the Americas, 14th fl. New York, NY 10019-6028 (212) 713-8391 - -------------------------------------------------------------------------------- N E W S R E L E A S E - -------------------------------------------------------------------------------- Contact: David P. Walker FOR IMMEDIATE RELEASE Paine Webber Group Inc. 212-713-8502 PAINEWEBBER SHAREHOLDERS APPROVE MERGER WITH UBS AG New York, October 23, 2000 - Paine Webber Group Inc. today announced that 99.29 percent of its eligible shareholders voted to approve the firm's proposed merger with UBS AG. "This is a landmark day for clients, employees and shareholders of PaineWebber," said Donald B. Marron, PaineWebber chairman and chief executive officer. "We are pleased by the vote and look forward to bringing to our clients the benefits of the merger, including a global, diversified product range and expanded research. For our employees, we believe the merger will provide exciting new opportunities." The results of the vote, announced at the conclusion of a shareholders' meeting this morning in Weehawken, New Jersey, were 123,144,094 votes in favor and 348,953 in opposition. Under the merger agreement, PaineWebber shareholders will have the right to elect to receive either $73.50 in cash or 0.4954 of an ordinary share of UBS AG stock for each PaineWebber common share held. Elections may be adjusted on a pro rata basis to ensure that, in the aggregate, 50 percent of the shares of PaineWebber common stock are converted into the right to receive stock, and 50 percent into the right to receive cash. Paine Webber Group Inc., together with its subsidiaries, serves the investment and capital needs of a worldwide client base. The firm employs 22,855 people in 383 offices. UBS and PaineWebber have filed with the Securities and Exchange Commission a proxy statement/prospectus mailed to PaineWebber security holders along with other relevant documents concerning the planned merger of PaineWebber into a subsidiary of UBS. We urge investors in PaineWebber to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC because they contain important information. EX-99.2 3 y41647ex99-2.txt PRESS RELEASE 1 PAINEWEBBER CORPORATE COMMUNICATIONS Paine Webber Group Inc. 1285 Avenue of the Americas, 14th fl. New York, NY 10019-6028 (212) 713-8391 - -------------------------------------------------------------------------------- N E W S R E L E A S E - -------------------------------------------------------------------------------- Contact: David P. Walker FOR IMMEDIATE RELEASE Paine Webber Group Inc. 212-713-8502 PAINEWEBBER CLARIFIES SHAREHOLDER VOTE New York, October 23, 2000 - Paine Webber Group Inc. previously announced the results of a special stockholder meeting held today. The announcement should be clarified to indicate that approximately 83.5 percent of the shares outstanding on the record date and 99.29 percent of the shares voted at the meeting approved the adoption of the merger agreement among PaineWebber, UBS AG and UBS Americas Inc. Paine Webber Group Inc., together with its subsidiaries, serves the investment and capital needs of a worldwide client base. The firm employs 22,855 people in 383 offices. UBS and PaineWebber have filed with the Securities and Exchange Commission a proxy statement/ prospectus mailed to PaineWebber security holders along with other relevant documents concerning the planned merger of PaineWebber into a subsidiary of UBS. We urge investors in PaineWebber to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC because they contain important information. -----END PRIVACY-ENHANCED MESSAGE-----