-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ONM6MAEPwJGfakkmVJp9k4hcex3lA4Ed07ZLGVydLm9jO7GajXTzMqAxaBqEX7CU O6Rjfg4U29kn2D3mCX4YLA== 0000950123-94-001705.txt : 19941026 0000950123-94-001705.hdr.sgml : 19941026 ACCESSION NUMBER: 0000950123-94-001705 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941017 ITEM INFORMATION: Other events FILED AS OF DATE: 19941025 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-07367 FILM NUMBER: 94554909 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 8-K 1 PAINE WEBBER GROUP INC. 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 17, 1994 -------------------- PAINE WEBBER GROUP INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7367 13-2760086 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 ------------------ Not Applicable - ------------------------------------------------------------------------------ (Former name or address, if changed since last report) 2 Paine Webber Group Inc. ----------------------- Item 5. Other Events - ------- ------------ (a) Copy of the Registrant's press release relating to the Registrant's acquistion of certain assets of Kidder, Peabody Group Inc. from General Electric Company. 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/ REGINA DOLAN -------------------------- Regina Dolan Vice President and Chief Financial Officer Dated: October 24, 1994 3 EXHIBIT INDEX -------------- (a) Copy of the Registrant's press release relating to the Registrant's acquistion of certain assets of Kidder, Peabody Group Inc. from General Electric Company. EX-99.A 2 PRESS RELEASE 1 For Immediate Release --------------------- PAINEWEBBER TO ACQUIRE CERTAIN ASSETS OF KIDDER, PEABODY FROM GENERAL ELECTRIC --Transaction Valued at $670 Million-- NEW YORK, October 17, 1994--Paine Webber Group Inc. and General Electric Company today jointly announced that they have signed a definitive asset purchase agreement under which PaineWebber will acquire certain Kidder,Peabody Group Inc. assets with a liquid tangible net worth of approximately $580 million. PaineWebber will acquire Kidder, Peabody's well-regarded retail business, which currently includes approximately 1,150 brokers in 50 offices. The agreement provides for PaineWebber to acquire Kidder, Peabody's asset management, investment banking, equity research, international and domestic fixed income, residential and commercial mortgages, high yield, and listed domestic futures businesses. GE will retain Kidder, Peabody's other businesses which PaineWebber will have the right to review and acquire. GE has agreed to indemnify PaineWebber with respect to all Kidder, Peabody's existing liabilities. In exchange, GE will receive 21.5 million of PaineWebber common voting shares valued at approximately $320 million as of October 14, 1994; $100 million in 20-year 6% convertible preferred stock convertible at $18.13 per share; and $250 million in 20-year 9% preferred stock. The total value of the common and preferred securities is approximately $670 million. PaineWebber has the right to repurchase all securities issued to GE at appropriate values. As a result of this transaction, GE will own approximately 25% of PaineWebber on a fully diluted basis. GE will have representative on PaineWebber's Board of Directors and has agreed to a 15-year standstill period. more.... 2 Donald B. Marron, Chairman and Chief Executive Officer of PaineWebber, said, "By combining PaineWebber and Kidder, Peabody, we will achieve, in one move, many of the goals and objectives we set out to accomplish by the end of the decade: critical mass in retail distribution, additional assets under management, strengthened investment banking, greater global reach -- particularly in fixed income -- and enhanced earnings power. Thus, shareholders, employees and customers will be served by a stronger firm, with larger resources and a broader, deeper talent base." John F. Welch, Jr., Chairman and Chief Executive Officer of General Electric, said, "We are pleased that Kidder, Peabody can become part of a much larger, well-established franchise in its own industry, and we look to the real benefits from the combined company through GE's equity interest in PaineWebber." Mr. Marron said that Paul B. Guenther, President of PaineWebber Incorporated, will head the transition team and will be responsible for the smooth integration of Kidder, Peabody's business into PaineWebber. The transaction is subject to approval by the Boards of PaineWebber and GE and various regulatory authorities. Paine Webber Group Inc., together with its subsidiaries PaineWebber Incorporated and PaineWebber International, serves the investment and capital needs of a worldwide client base. Contacts: Jerome J. Johnston Joyce Hergenhan Anthony Zehnder PaineWebber General Electric Kidder, Peabody (201) 902-6718 (203) 373-3180 (212) 510-3617 Jeffrey Z. Taufield Kekst and Company (212) 593-2655 ### -----END PRIVACY-ENHANCED MESSAGE-----