POS AM 1 y46741p1posam.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 23 MARCH 2001 REGISTRATION NO. 333-46930 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ UBS AG (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SWITZERLAND 6021 98-0186363 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
BAHNHOFSTRASSE 45, ZURICH, SWITZERLAND, 011 41-1-234 11 11 AND AESCHENVORSTADT 1, BASEL, SWITZERLAND, 011 41-61-288 20 20 (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ ROBERT C. DINERSTEIN, ESQ. UBS AG 299 PARK AVENUE NEW YORK, NEW YORK 10171 TELEPHONE: 212-821-3000 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ------------------------ COPIES TO: ROBERT E. BUCKHOLZ, JR., ESQ. REBECCA J. SIMMONS, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NY 10004-2498 212-558-4000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-46930 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 Explanatory Note The sole purpose of this Post-Effective Amendment No. 1 is to file Exhibit 23.7 to the Registration Statement. No changes have been made to the Registration Statement other than to Part II, Item 16 (Exhibits and Financial Statement Schedules). 3 -------------------------------------------------------------------------------- Part II INFORMATION NOT REQUIRED IN PROSPECTUS The Registrant hereby modifies Item 16 of Part II of the Registration Statement for the purpose of adding the following exhibit: 23.7 Consent of Ernst & Young Ltd. as independent auditors of UBS AG. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NUMBER DESCRIPTION ---------------------------------------------------------------------- 1.1 Form of Distribution Agreement(2) 3.1 Articles of Association for UBS AG(1) 3.2 By-laws of UBS AG(1) 4.1 Form of Indenture, including forms of debt securities(2) 5.1 Opinion of Sullivan & Cromwell as to the validity of the notes (New York law)(2) 5.2 Opinion of Bar & Karrer as to the validity of the notes (Swiss law)(2) 8.1 Opinion of Sullivan & Cromwell as to United States tax matters(2) 8.2 Opinion of Ernst & Young AG as to Swiss tax matters(2) 10.1 Agreement and Plan of Merger, dated as of July 12, 2000, by and among Paine Webber Group Inc., UBS AG and Neptune Merger Subsidiary, Inc.(1) 12 Statement regarding ratio of fixed charges to earnings(2) 21 Subsidiaries of UBS AG(1) 23.1 Consent of Sullivan & Cromwell (included in Exhibit 5.1) 23.2 Consent of Bar & Karrer (included in Exhibit 5.2) 23.3 Consent of Sullivan & Cromwell (included in 8.1) 23.4 Consent of Ernst & Young Ltd.(2) 23.5 Consent of Ernst & Young Ltd.(2) 23.6 Consent of Ernst & Young LLP(2) 23.7 Consent of Ernst & Young Ltd. as independent auditors of UBS AG 24.1 Power of Attorney(1) 24.2 Substitution of Power of Attorney(2) 25 Statement of Eligibility of Trustee(2)
------------ (1) Filed with F-1 on 29 September 2000 (2) Filed with Pre-Effective Amendment to F-1 on 9 November 2000. -------------------------------------------------------------------------------- II- 1 4 PART II -------------------------------------------------------------------------------- Signatures Pursuant to the requirements of the Securities Act of 1933, UBS AG certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on 23 March 2001. UBS AG By: /s/ ROBERT C. DINERSTEIN ------------------------------------ Name: Robert C. Dinerstein Title: Global General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or Amendment has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ----------------------------------------------------------------------------------------------------- * President and Group Chief 23 March 2001 ------------------------------------------------ Executive Officer Marcel Ospel * Chief Financial Officer 23 March 2001 ------------------------------------------------ Luqman Arnold * Group Controller and Member of 23 March 2001 ------------------------------------------------ Board of Directors Hugo Schaub * Chairman and Member of Board of 23 March 2001 ------------------------------------------------ Directors Alex Krauer * First Vice Chairman and Member 23 March 2001 ------------------------------------------------ of Board of Directors Alberto Togni * Second Vice Chairman and Member 23 March 2001 ------------------------------------------------ of Board of Directors Markus Kundig * Member of Board of Directors 23 March 2001 ------------------------------------------------ Peter Bockli * Member of Board of Directors 23 March 2001 ------------------------------------------------ Rolf A. Meyer * Member of Board of Directors 23 March 2001 ------------------------------------------------ Hans Peter Ming * Member of Board of Directors 23 March 2001 ------------------------------------------------ Andreas Reinhart * Member of Board of Directors 23 March 2001 ------------------------------------------------ Eric Honnegger
*By: /s/ ROBERT C. DINERSTEIN ------------------------------ Robert C. Dinerstein, as attorney-in-fact under Power of Attorney -------------------------------------------------------------------------------- II- 2 5 PART II -------------------------------------------------------------------------------- Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of UBS AG in the United States, in The City of New York, State of New York, on 23 March 2001. UBS AG By: /s/ ROBERT C. DINERSTEIN ------------------------------------ Name: Robert C. Dinerstein Title: Global General Counsel -------------------------------------------------------------------------------- II- 3 6 -------------------------------------------------------------------------------- Index to Exhibits
EXHIBIT NUMBER DESCRIPTION ------------------------------------------------------------------------------------ 1.1 Form of Distribution Agreement(2) 3.1 Articles of Association for UBS AG(1) 3.2 By-laws of UBS AG(1) 4.1 Form of Indenture including forms of debt securities(2) 5.1 Opinion of Sullivan & Cromwell as to the validity of the notes (New York law)(2) 5.2 Opinion of Bar & Karrer as to the validity of the notes (Swiss law)(2) 8.1 Opinion of Sullivan & Cromwell as to United States tax matters(2) 8.2 Opinion of Ernst & Young Ltd. as to Swiss tax matters(2) 10.1 Agreement and Plan of Merger, dated as of July 12, 2000, by and among Paine Webber Group Inc., UBS AG and Neptune Merger Subsidiary, Inc.(1) 12 Statement regarding ratio of fixed charges to earnings(2) 21 Subsidiaries of UBS AG(1) 23.1 Consent of Sullivan & Cromwell (included in Exhibit 5.1) 23.2 Consent of Bar & Karrer (included in Exhibit 5.2) 23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1) 23.4 Consent of Ernst & Young Ltd.(2) 23.5 Consent of Ernst & Young Ltd.(2) 23.6 Consent of Ernst & Young LLP(2) 23.7 Consent of Ernst & Young Ltd. as independent auditors of UBS AG. 24.1 Power of Attorney(1) 24.2 Substitution of Power of Attorney(2) 25 Statement of Eligibility of Trustee(2)
------------ (1) Filed with F-1 on 29 September 2000 (2) Filed with Pre-Effective Amendment to F-1 on 9 November 2000 --------------------------------------------------------------------------------