-----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, LPxkqzAkd2XlHZ5nU3tMtyv+GQjBRSGTIq3tkk4OelMsExjbK/Q/MbEr5CUYL3VH hb4R72BtQA0FghH95WlVhw== 0000950123-97-002118.txt : 19970313 0000950123-97-002118.hdr.sgml : 19970313 ACCESSION NUMBER: 0000950123-97-002118 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970312 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PWG CAPITAL TRUST II CENTRAL INDEX KEY: 0001024573 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12807 FILM NUMBER: 97555569 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12807-01 FILM NUMBER: 97555570 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-A12B 1 PWG CAPITAL TRUST II-PAINE WEBBER GROUP INC. 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-A ------------ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PWG CAPITAL TRUST II (Exact name of Registrant as specified in its charter) DELAWARE 13-7099829 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1285 Avenue of the Americas New York, New York 10019 (Address, including zip code, of principal executive offices) PAINE WEBBER GROUP INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-2760086 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1285 Avenue of the Americas New York, New York 10019 (Address, including zip code, of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered 8.08% Preferred Trust Securities New York Stock Exchange, Inc. (and the Guarantee with respect thereto) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) =============================================================================== 2 Item 1. Description of Securities to be Registered. A description of the terms and provisions of (a) the 8.08% Preferred Trust Securities (the "Preferred Securities"), representing preferred undivided beneficial interests in the assets of PWG Capital Trust II (the "Trust"), a statutory business trust created under the laws of the State of Delaware, and (b) the related guarantee thereof by Paine Webber Group Inc., a Delaware corporation ("the Company"), is contained in the Registration Statement on Form S-3 of the Company and the Trust (Registration Nos. 333-13831 and 333-13831-02) filed with the Commission on October 10, 1996, as amended by Amendment No. 1 thereto dated November 29, 1996 (the "Registration Statement") and as supplemented by the Prospectus Statement dated March 11, 1997. Such description is incorporated herein by reference. Item 2. Exhibits. 1. Registration Statement and Prospectus Supplement (see Item 1 above). 2. Certificate of Trust of the Trust (incorporated by reference to Exhibit 4.4 to the Registration Statement). 3. Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.3 to the Registration Statement). 4. Form of Amended and Restated Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.11 to the Registration Statement). 5. Form of Preferred Security (incorporated by reference to Exhibit 4.12 to the Registration Statement). 6. Form of Guarantee Agreement (incorporated by reference to Exhibit 4.15 to the Registration Statement). 7. Form of Junior Subordinated Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement). 8. Form of Supplemental Indenture to the Junior Subordinated Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.13 to the Registration Statement). 9. Form of Junior Subordinated Debt Security (incorporated by reference to Exhibit 4.14 to the Registration Statement). 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized. Date: March 12, 1997 PAINE WEBBER GROUP INC. by: /S/ WILLIAM J. NOLAN ---------------------- Name: William J. Nolan Title: Treasurer PWG CAPITAL TRUST II by PAINE WEBBER GROUP INC., as Sponsor by: /S/ WILLIAM J. NOLAN --------------------- Name: William J. Nolan Title: Treasurer 4 INDEX OF EXHIBITS
PAGE NUMBER IN SEQUENTIALLY EXHIBIT NUMBERED NUMBER TITLE STATEMENT - ------- ----- ------------ 1. Registration Statement and Prospectus Supplement (see Item 1 above). 2. Certificate of Trust of the Trust (incorporated by reference to Exhibit 4.4 to the Registration Statement) 3. Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.3 to the Registration Statement). 4. Form of Amended and Restated Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.11 to the Registration Statement). 5. Form of Preferred Security (incorporated by reference to Exhibit 4.12 to the Registration Statement). 6. Form of Guarantee Agreement (incorporated by reference to Exhibit 4.15 to the Registration Statement). 7. Form of Junior Subordinated Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement). 8. Form of Supplemental Indenture to the Junior Subordinated Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.13 to the Registration Statement). 9. Form of Junior Subordinated Debt Security (incorporated by reference to Exhibit 4.14 to the Registration Statement).
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