-----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, PBCVO4MNkVm2TWjWUlTYNZ4PYfR1fcS+Zike4ohgYZLTixi9FS6b9a7urhYobViT Ng7a9IVR79ztFegBw17AmQ== 0000891836-03-000371.txt : 20030606 0000891836-03-000371.hdr.sgml : 20030606 20030605211146 ACCESSION NUMBER: 0000891836-03-000371 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS AG CENTRAL INDEX KEY: 0001114446 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-62448 FILM NUMBER: 03734962 BUSINESS ADDRESS: STREET 1: BAHNHOFSTRASSE CITY: ZURICH STATE: V8 ZIP: 45 MAIL ADDRESS: STREET 1: BAHNHOFSTRASSE CITY: ZURICH STATE: V8 ZIP: 45 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS PREFERRED FUNDING TRUST II CENTRAL INDEX KEY: 0001141469 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-62448-03 FILM NUMBER: 03734961 BUSINESS ADDRESS: STREET 1: WILMINGTON TRUST STREET 2: 1100 NORTH MARKET ST. CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3026587581 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS PREFERRED FUNDING CO LLC II CENTRAL INDEX KEY: 0001141467 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-62448-01 FILM NUMBER: 03734960 BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CO STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3026587581 424B3 1 sc0200b.txt PROSPECTUS SUPPLEMENT ON FORM 424B3 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 21, 2001) - -------------------------------------------------------------------------------- [UBS LOGO] $500,000,000 UBS PREFERRED FUNDING TRUST II 7.247% NONCUMULATIVE TRUST PREFERRED SECURITIES REPRESENTING A CORRESPONDING AMOUNT OF 7.247% NONCUMULATIVE COMPANY PREFERRED SECURITIES OF UBS PREFERRED FUNDING COMPANY LLC II GUARANTEED ON A SUBORDINATED BASIS BY UBS AG - -------------------------------------------------------------------------------- The following tax disclosure supplements, and to the extent inconsistent therewith, replaces the disclosure set forth under the heading "Certain U.S. Tax Considerations" in the attached prospectus: Under recently enacted legislation, dividends paid by a "qualified foreign corporation" to a non-corporate U.S. Holder prior to January 1, 2009 are generally subject to a preferential rate of tax for U.S. tax purposes if the beneficial recipient of the dividend satisfies certain minimum holding period requirements and the dividend is paid out of the current or accumulated earnings and profits of the foreign corporation (as determined for U.S. federal income tax purposes). Although the matter is not free from doubt, the subordinated notes held by UBS Preferred Funding Company should be treated as stock of UBS AG. Furthermore, UBS AG should currently be treated as a "qualified foreign corporation" for U.S. federal income tax purposes. As discussed under "Certain U.S. Tax Considerations" in the attached prospectus, a U.S. Holder will generally include in income its allocable share of the income recognized by UBS Preferred Funding Company. Accordingly, amounts included in income by a non-corporate U.S. Holder with respect to its trust preferred securities prior to January 1, 2009 should generally be subject to a preferential rate of tax for U.S. tax purposes as long as (a) UBS Preferred Funding Company holds no assets other than the subordinated notes, (b) the U.S. Holder satisfies certain minimum holding period requirements and (c) the payments on the subordinated notes are paid out of the current or accumulated earnings and profits of UBS AG. Special rules will apply in determining the foreign tax credit limitation with respect to dividends that are subject to tax at a preferential rate. The discussion in the preceding paragraph is a summary of current law and it is possible that the law could be changed in a manner that would adversely affect a holder of trust preferred securities. In particular, although UBS AG should currently be treated as a "qualified foreign corporation", it is possible that regulations will be issued under which UBS AG would not be treated as a "qualified foreign corporation" for all periods after the issuance of such regulations. Holders of trust preferred securities are urged to consult their tax advisors as to the application of the recently enacted legislation with respect to their particular circumstances. UBS Warburg LLC Credit Suisse First Boston Goldman, Sachs & Co. Lehman Brothers Merrill Lynch & Co. Morgan Stanley Dean Witter Salomon Smith Barney Prospectus Supplement dated June 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----