-----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, QvjbHWFX9ZTgPSqyTPPcIsz9pXzxBaQdjoW2H5JjIohkvQ3/YufCkwFqIJxkVnwP Wh6Ef3q52L8Q8gPFAAJa2A== 0000950123-98-005659.txt : 19980605 0000950123-98-005659.hdr.sgml : 19980605 ACCESSION NUMBER: 0000950123-98-005659 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980604 EFFECTIVENESS DATE: 19980604 SROS: NYSE 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: S-8 SEC ACT: SEC FILE NUMBER: 333-56021 FILM NUMBER: 98642420 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 S-8 1 PAINE WEBBER GROUP INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998. REGISTRATION STATEMENT NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ PAINE WEBBER GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2760086 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) ------------------------------------ PAINEWEBBER INVESTMENT EXECUTIVE STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ------------------------------------ THEODORE A. LEVINE SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY PAINE WEBBER GROUP INC. 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 713-2879 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------------ CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE(2) - ---------------------------------------------------------------------------------------------------------------- Common Stock ($1 par value)... 3,000,000 $42.063 $126,189,000 $37,225.76 - ----------------------------------------------------------------------------------------------------------------
(1) The aggregate maximum number of shares of Common Stock which have been or may be granted or awarded under the Plan during the following three calendar years (or any part of any such calendar year) during which the Plan is effective. Also being registered pursuant to Rule 416 are such additional indeterminate number of shares of Common Stock as may be required to cover possible antidilution adjustments under the Plan. (2) Pursuant to Rule 457(h), the aggregate offering price and the registration fee have been computed upon the basis of the average of the high and low prices reported in the consolidated reporting system as of June 1, 1998. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Incorporated by reference into this Registration Statement are (a) the Registrant's latest Annual Report on Form 10-K filed pursuant to Section 13 of the Exchange Act, (b) the Plan's latest Annual Report on Form 11-K filed pursuant to Section 15(d) of the Exchange Act, (c) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, (d) the Registrant's definitive proxy statement or information statement filed pursuant to Section 14 of the Securities Exchange Act in connection with the Registrant's latest annual meeting of stockholders and any definitive proxy or information statements as filed in connection with any subsequent special meetings of its stockholders, and (e) the description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8 filed under Section 12 of the Securities Exchange Act, including Amendment No. 4 thereto dated January 30, 1986, and any other amendment or report filed under the Securities Exchange Act for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102 of the General Corporation Law of the State of Delaware gives corporations the power to eliminate or limit the personal liability of directors under certain circumstances. Section 145 of the General Corporation Law of the State of Delaware gives corporations the power to indemnify directors and officers under certain circumstances. Article IX of the Restated Certificate of Incorporation (relating to the elimination of personal liability of directors of the Company) of Paine Webber Group Inc. filed as Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended March 31, 1998 is incorporated herein by reference. Article VII of Paine Webber Group Inc.'s By-Laws (relating to indemnification of directors and officers of the Company) filed as Exhibit 3.5 of Registrant's Form 10-K for the year ended December 31, 1997 is incorporated herein by reference. The registrant also maintains directors and officers liability and corporate reimbursement insurance which provides for coverage against loss arising from claims made against directors and officers in their capacity as such. The general scope of coverage is any breach of duty, neglect, error, misstatement, misleading statement or omission. Such policy does not exclude liabilities under the Securities Act of 1933. The registrant also II-1 3 maintains fiduciary liability insurance for losses in connection with claims made against directors or officers for violation of any of the responsibilities, obligations or duties imposed upon fiduciaries under the Employee Retirement Income Act of 1974 ("ERISA"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 -- PaineWebber Investment Executive Stock Option Plan. 4.2 -- Form of Stock Option Agreement. 5 -- Opinion of Theodore A. Levine as to the legality of the Securities being registered. 23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Theodore A. Levine (set forth in Exhibit 5 Opinion). 25 -- Power of Attorney (set forth on the signature page of this Registration Statement).
The Registrant hereby undertakes to submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purpose of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be II-2 4 deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 26, 1998. PAINE WEBBER GROUP INC. (Registrant) /s/ DONALD B. MARRON By: -------------------------------------- (Donald B. Marron, Chairman of the Board and Chief Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DONALD B. MARRON, WILLIAM NOLAN and REGINA DOLAN, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ DONALD B. MARRON Chairman of the Board, Chief May 26, 1998 - --------------------------------------------- Executive Officer and Director (Donald B. Marron) (principal executive officer) /s/ REGINA DOLAN Senior Vice-President and Chief May 26, 1998 - --------------------------------------------- Financial Officer and Director (Regina Dolan) (principal financial and accounting officer) /s/ E. GARRETT BEWKES, JR. Director May 26, 1998 - --------------------------------------------- (E. Garrett Bewkes, Jr.) /s/ RETO BRAUN Director May 26, 1998 - --------------------------------------------- (Reto Braun)
II-4 6
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOSEPH J. GRANO, JR. Director May 26, 1998 - --------------------------------------------- (Joseph J. Grano, Jr.) /s/ FRANK P. DOYLE Director May 26, 1998 - --------------------------------------------- (Frank P. Doyle) /s/ JAMES W. KINNEAR Director May 26, 1998 - --------------------------------------------- (James W. Kinnear) /s/ NAOSHI KIYONO Director May 26, 1998 - --------------------------------------------- (Naoshi Kiyono) /s/ ROBERT M. LOEFFLER Director May 26, 1998 - --------------------------------------------- (Robert M. Loeffler) /s/ EDWARD RANDALL, III Director May 26, 1998 - --------------------------------------------- (Edward Randall, III) /s/ HENRY ROSOVSKY Director May 26, 1998 - --------------------------------------------- (Henry Rosovsky) /s/ YOSHINAO SEKI Director May 26, 1998 - --------------------------------------------- (Yoshinao Seki) /s/ JOHN R. TORELL III Director May 26, 1998 - --------------------------------------------- (John R. Torell III)
II-5 7 EXHIBIT INDEX EXHIBITS 4.1 -- PaineWebber Investment Executive Stock Option Plan. 4.2 -- Form of Stock Option Agreement. 5 -- Opinion of Theodore A. Levine as to legality of Securities being registered. 23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Theodore A. Levine (set forth in Exhibit 5 Opinion). 25 -- Power of Attorney (set forth on the signature pages of this Registration Statement).
EX-4.1 2 PAINEWEBBER INVESTMENT EXECUITVE STOCK OP. PLAN 1 EXHIBIT 4.1 PAINEWEBBER INVESTMENT EXECUTIVE STOCK OPTION PLAN ------------------------------------ ARTICLE I PURPOSE The PaineWebber Investment Executive Stock Option Plan (the "Plan") is intended to motivate and retain a strong sales force by rewarding top producers with a meaningful capital accumulation opportunity. The award is designed to align the interest of key sales force members with those of PaineWebber and its subsidiaries, while recognizing the current and future contributions of these individuals to the success of PaineWebber. ARTICLE II DEFINITIONS When used in this Plan, unless the context otherwise requires, the following terms shall have the meaning set forth below: (a) "Administrator" shall mean the person serving from time to time as the Director of Human Resources of PaineWebber Incorporated. (b) "Common Stock" shall mean Common Stock, per value $1 per share, of Paine Webber Group Inc. (c) "Company" shall mean Paine Webber Group Inc. and shall include any corporation which is or hereafter becomes a direct or indirect subsidiary corporation of Paine Webber Group Inc. (d) "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of Paine Webber Group Inc. (e) "Fiscal Year" shall mean the annual period used by Paine Webber Group Inc. for financial accounting purposes. (f) "Option" shall mean the option granted pursuant to this Plan to acquire Common Stock at the price specified in the governing option agreement. ARTICLE III ADMINISTRATION The Plan shall be administered by the Administrator. The Administrator, subject to Compensation Committee approval, is authorized, subject to the provisions of the Plan, in his discretion, from time to time to grant Options under the Plan; to establish, modify, or rescind such rules and regulations as he deems necessary for the proper administration of the Plan; and to make such determinations and interpretations and to take such steps in connection with the Plan or the Options granted hereunder as he deems necessary or advisable. All such actions and determinations by the Administrator under the Plan or with respect to the Options granted thereunder shall be final and binding on all persons. The Administrator shall not be liable for any action taken, or determination made, in good faith. 1 2 ARTICLE IV COMMON STOCK The Common Stock subject to Options may be shares of authorized but unissued Common Stock or previously issued shares of Common Stock reacquired by the Company. Under the Plan the total number of shares of Common Stock which may be purchased pursuant to Options awarded in respect of Fiscal Year 1994 shall not exceed 3,270,000 shares and the total number of shares of Common Stock which may be purchased pursuant to Options worked in respect of Fiscal Year after Fiscal Year 1994 shall not exceed 3,000,000, except as such number of shares shall be adjusted in accordance with provisions of ARTICLE X thereof; provided that in no event shall any Option be granted hereunder if, after giving effect thereto, either (i) the aggregate number of shares subject to Options hereunder and shares previously acquired pursuant to the exercise of Options would exceed twenty (20.0%) percent of the total number of shares of Common Stock outstanding at the time of grant of such Option or (ii) the aggregate voting power of shares subject to Options hereunder and shares previously acquired pursuant to the exercise of Options would exceed twenty (20.0%) percent of the total voting power outstanding at the time of the grant of such Options, in each case exclusive of outstanding shares of Common Stock acquired pursuant to the exercise of Options previously awarded hereunder. ARTICLE V ELIGIBILITY Investment executives or managers employed by the Company and Kidder Peabody & Company and other investment executives or managers whom PaineWebber is seeking to employ shall be eligible to be granted an Option. No individual who is a director or officer of Paine Webber Group Inc. (including without limitation for purposes of Section 16 of the Securities Exchange Act of 1934) shall be eligible to be granted an Option hereunder. ARTICLE VI OPTIONS An Option shall entitle the holder thereof to purchase Common Stock at a price determined at or prior to the date of grant by the Compensation Committee. Options granted pursuant to the Plan shall be nonqualified stock options. More than one Option may be granted to any optionee. No Option shall be exercised after the date ten years from the date of grant of the Option. ARTICLE VII TERMS AND PROVISIONS OF OPTIONS Options shall be evidenced by agreements in such form as the Administrator shall from time to time approve, which agreements need not contain uniform terms and conditions but shall comply with and be subject to all the terms and conditions of the Plan. The Option may specify that the Option may not be exercised in whole or in part for a certain period or periods of time. Except as may be so specified, any Option may be exercised in whole at any time or in part from time to time during the period provided. ARTICLE IX PAYMENT FOR SHARES Payment for shares of Common Stock purchased upon exercise of an Option shall be made in full upon exercise of the Option. No Common Stock shall be delivered to an optionee until he has paid to the Company (or made arrangements satisfactory to the Administrator) the amount of tax required to be withheld upon exercise of all such Options. 2 3 ARTICLE X ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC. The aggregate number of shares of Common Stock which may be represented by Options and the number of shares of Common Stock covered by each outstanding Option and the price per share thereof shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Common Stock resulting from a stock split or other subdivision or consolidation of shares of Common Stock, or for other capital adjustments or payments of stock dividends or distribution or other increases or decreases in the outstanding shares of Common Stock effected without receipt of consideration by Paine Webber Group Inc. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Administrator in his sole discretion. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an Option. ARTICLE XI RIGHTS OF HOLDERS OF OPTIONS A holder of an Option shall have no rights as a stockholder with respect to any share covered by his Option until he shall have become the holder of record of such share, and be shall not be entitled to any dividends or distributions or other rights in respect of such share for which the record date is prior to the date on which he shall have become the holder of record thereof. ARTICLE XII EFFECTIVENESS, AMENDMENT OR DISCONTINUANCE OF PLAN The Plan shall be effective with respect to Fiscal Years beginning on or after January 1, 1988. The Compensation Committee may, without the consent of any participant, at any time terminate the Plan entirely and at any time or from time to time amend or modify the Plan; provided that no such action shall adversely affect Options theretofore granted hereunder. 3 EX-4.2 3 FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 4.2 PAINEWEBBER INVESTMENT EXECUTIVE STOCK OPTION MASTER AGREEMENT -- 1990 This Cover and Signature Page is the fist page of the PaineWebber Investment Executive Stock Option Master Agreement -- 1990 (the "Agreement") between Paine Webber Group Inc. ("PWG") and each of the persons who are designated as "Optionee" on a counterpart of this Cover and Signature Page and who sign and return a copy of this Cover and Signature Page. You, as the "Optionee" named on this counterpart of the Cover and Signature Page, have been granted an option under the PaineWebber Investment Executive Stock Option Plan (the "Plan") to purchase the number of shares of PWG common stock, par value of $1.00 per share ("Common Stock"), indicated below at an option price of $22.57 per share in respect of 1990. This Agreement has already been signed in counterpart by the Administrator of the Plan. Please sign your name in the space provided at the bottom of this counterpart Cover and Signature Page and return the signed page to the Administrator, whereupon this Agreement will become a legal and binding agreement between you and PWG, effective as of the date stated below, governing your rights with respect to the stock option granted to you hereunder. 1. Optionee: Name _____________________________________________________________ ; Social Security Number ___________________________________________ . 2. Number of Shares: ____________ . * * * * IN WITNESS WHEREOF, Paine Webber Group Inc. and each of the persons who are designated as "Optionee" on a counterpart of this Cover and Signature Page and who execute such counterpart in the space provided below agree to be bound by the terms and provisions of this Agreement, as of this 6th day of May, 1991. ADMINISTRATOR, PAINEWEBBER OPTIONEE: INVESTMENT EXECUTIVE STOCK OPTION PLAN By ______________________________ _____________________________ Director of Human Resources PaineWebber Incorporated
* * * * EX-5 4 OPINION OF THEODORE A. LEVINE 1 EXHIBIT 5 PAINEWEBBER June 3, 1998 Board of Directors Paine Webber Group Inc. 1285 Avenue of the Americas New York, New York 10019 Re: Registration Statement On Form S-8 Investment Executive Stock Option Plan Dear Sirs: In connection with the registration statement on Form S-8 of Paine Webber Group Inc., a Delaware corporation (the "Company") being filed with the Securities and Exchange Commission on about June 4, 1998 and relating to the offering of shares of the Company's common stock, par value $1 per share (the "Stock"), under the Company's Investment Executive Stock Option Plan (the "Plan"), I have examined the Company's corporate records, certificates and other documents and instruments and have considered such questions of law as I deemed necessary to render this opinion. On the basis of the foregoing, I am of the opinion that, under the laws of the State of Delaware, the Stock has been duly authorized and, when issued and paid for pursuant to the Plan, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the above-mentioned registration statement. Very truly yours, /s/ Theodore A. Levine General Counsel EX-23.1 5 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Paine Webber Investment Executive Stock Option Plan of Paine Webber Group Inc. of our report dated January 30, 1998, with respect to the consolidated financial statements and schedules of Paine Webber Group Inc. included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1997. /s/ Ernst & Young New York, New York June 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----