POS AM 1 y46742pxposam.txt POST-EFFECTIVE AMENDMENT #4 TO FORM F-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 23 MARCH 2001 REGISTRATION NO. 333-46216 333-46216-01 333-46216-02 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------
UBS AG UBS PREFERRED FUNDING TRUST I (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SWITZERLAND 6021 98-0186363 DELAWARE 6712 51-6518252 (STATE OR OTHER (PRIMARY (I.R.S. (STATE OR OTHER (PRIMARY (I.R.S. EMPLOYER JURISDICTION OF STANDARD EMPLOYER JURISDICTION OF STANDARD IDENTIFICATION INCORPORATION OR INDUSTRIAL IDENTIFICATION INCORPORATION OR INDUSTRIAL NUMBER) ORGANIZATION) CLASSIFICATION NUMBER) ORGANIZATION) CLASSIFICATION CODE NUMBER) CODE NUMBER) UBS PREFERRED FUNDING COMPANY LLC I (EXACT NAME OF REGISTRA (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) SWITZERLAND DELAWARE 6712 51-04802885 (STATE OR OTHER (STATE OR OTHER (PRIMARY (I.R.S. EMPLOYER JURISDICTION OF JURISDICTION OF STANDARD IDENTIFICATION INCORPORATION OR INCORPORATION OR INDUSTRIAL NUMBER) ORGANIZATION) ORGANIZATION) CLASSIFICATION CODE NUMBER)
BAHNHOFSTRASSE 45, ZURICH, C/O WILMINGTON TRUST COMPANY THE CORPORATION TRUST COMPANY SWITZERLAND, 011 41-1-234 11 11 AND 1100 NORTH MARKET STREET 1209 ORANGE STREET AESCHENVORSTADT 1, BASEL, WILMINGTON, DELAWARE 19890 WILMINGTON, DELAWARE 19801 SWITZERLAND, 011 41-61-288 20 20 302-651-1118 302-658-7581 (ADDRESS AND TELEPHONE NUMBER OF (ADDRESS AND TELEPHONE NUMBER OF (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE REGISTRANT'S PRINCIPAL EXECUTIVE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) OFFICES) 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: MARK J. WELSHIMER, ESQ. JEFFREY D. BERMAN, ESQ. SULLIVAN & CROMWELL DAVIS POLK & WARDWELL 125 BROAD STREET 450 LEXINGTON AVENUE NEW YORK, NY 10004-2498 NEW YORK, NY 10017 212-558-4000 212-450-4000
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. [ ] 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] 333-46216, 333-46216-01 and 333-46216-02 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT(1)(2) OFFERING PRICE(1)(2) REGISTRATION FEE(2) --------------------------------------------------------------------------------------------------------------------------------- 8.622% Noncumulative Trust Preferred Securities issued by UBS Preferred Funding Trust I...................... 1,500,000 $1,000 $1,500,000,000 (3) --------------------------------------------------------------------------------------------------------------------------------- 8.622% Noncumulative Company Preferred Securities issued by UBS Preferred Funding Company LLC I...... 1,500,000 $1,000 $1,500,000,000 0 --------------------------------------------------------------------------------------------------------------------------------- Subordinated Guarantee of UBS AG with respect to the Company Preferred Securities........................... 0 --------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee. (2) No separate consideration will be received for the company preferred securities of UBS Preferred Funding Company LLC I or the subordinated guarantee of UBS AG. Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to these securities. (3) The total amount of the registration fee is $396,000, of which $330,000 was paid upon the initial filing of the registration statement and $66,000 was paid upon the filing of Amendment No. 1 to the registration statement. ------------------------ This registration statement contains a prospectus relating to both of the following: the offering of newly issued trust preferred securities and company preferred securities; and market-making transactions that may occur on an ongoing basis in trust preferred securities and company preferred securities that have been previously issued in the offering described above. When the prospectus is delivered to an investor in the initial offering described above, the investor will be informed of that fact in the confirmation of sale. When the prospectus is delivered to an investor who is not so informed, it is delivered in a market-making transaction. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 Explanatory Note The sole purpose of this Post-Effective Amendment No. 4 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 Form of Underwriting Agreement(1) 3.1 Articles of Association for UBS AG(1) 3.2 By-Laws of UBS AG(1) 3.3 Form of Amended and Restated Trust Agreement of UBS Preferred Funding Trust I(1) 3.4 Form of Amended and Restated Limited Liability Company Agreement of UBS Preferred Funding Company I(1) 3.5 By-Laws of UBS Preferred Funding Company I (included in exhibit 3.4) 4.1 Form of UBS AG Subordinated Guarantee Agreement (included in exhibit 3.4) 4.2 Form of Subordinated Notes of UBS AG (included in exhibit 3.4) 5.1 Opinion of Richards, Layton & Finger, P.A. as to the validity of the trust preferred securities and the company preferred securities(1) 5.2 Opinion of Sullivan & Cromwell as to the validity of the UBS AG subordinated guarantee(1) 5.3 Opinion of Bar & Karrer as to certain matters of Swiss law(1) 8.1 Opinion of Sullivan & Cromwell as to U.S. federal tax matters (included in exhibit 5.2) 8.2 Opinion of ATAG Ernst and Young AG, Switzerland, as to Swiss tax matters(1) 10 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 earnings to fixed charges(1) 21 Subsidiaries of UBS AG(1) 23.1 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1) 23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.2) 23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1) 23.4 Consent of ATAG Ernst & Young AG, Switzerland(1) 23.5 Consent of Ernst and Young Ltd.(1) 23.6 Consent of Ernst & Young LLP(1) 23.7 Consent of Ernst & Young Ltd. as independent auditors of UBS AG 24.1 Power of Attorney(1) 25.1 Statement of Eligibility of Trustee(1) 25.2 Statement of Eligibility of Guarantee Trustee(1)
--------------- (1) Previously filed. -------------------------------------------------------------------------------- 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 MILLS ------------------------------------ Name: Robert Mills Title: Chief Financial Officer -- Americas and Regional Chief Operating Officer 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 --------------------------------------------------- Group Managing Board Hugo Schaub * Chairman and Member of Board of 23 March 2001 --------------------------------------------------- Directors Alex Krauer * First Vice Chairman and Member of 23 March 2001 --------------------------------------------------- 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 Honegger /s/ ROBERT MILLS 23 March 2001 --------------------------------------------------- *By Robert Mills as attorney-in-fact
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. By: /s/ ROBERT MILLS ------------------------------------ Name: Robert Mills Title: Chief Financial Officer -- Americas and Regional Chief Operating Officer -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- II- 3 6 PART II -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, UBS Preferred Funding Trust I 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, State of New York, on 23 March 2001. UBS Preferred Funding Trust I By: UBS Preferred Funding Company LLC I By: /s/ ROBERT MILLS ---------------------------------- Name: Robert Mills Title: President and Managing Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or Amendment has been signed by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ----------------------------------------------------------------------------------------------------- UBS Preferred Funding Grantor 23 March 2001 Company LLC I By: /s/ ROBERT MILLS 23 March 2001 -------------------------------------------------- Name: Robert Mills Title: President and Managing Director
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- II- 4 7 PART II -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, UBS Preferred Funding Company LLC I 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, State of New York, on 23 March 2001. UBS Preferred Funding Company LLC I By: /s/ ROBERT MILLS ------------------------------------ Name: Robert Mills Title: President and Managing Director 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 ----------------------------------------------------------------------------------------------------- /s/ ROBERT MILLS President and Managing Director 23 March 2001 --------------------------------------------------- Robert Mills * Treasurer and Director 23 March 2001 --------------------------------------------------- Per Dyrvik * Secretary and Director 23 March 2001 --------------------------------------------------- Robert Dinerstein /s/ ROBERT MILLS 23 March 2001 --------------------------------------------------- * By Robert Mills as attorney-in-fact
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- II- 5 8 PART II -------------------------------------------------------------------------------- INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ---------------------------------------------------------------------- 1 Form of Underwriting Agreement(1) 3.1 Articles of Association for UBS AG(1) 3.2 By-Laws of UBS AG(1) 3.3 Form of Amended and Restated Trust Agreement of UBS Preferred Funding Trust I(1) 3.4 Form of Amended and Restated Limited Liability Company Agreement of UBS Preferred Funding Company I(1) 3.5 By-Laws of UBS Preferred Funding Company I (included in exhibit 3.4) 4.1 Form of UBS AG Subordinated Guarantee Agreement (included in exhibit 3.4) 4.2 Form of Subordinated Notes of UBS AG (included in exhibit 3.4) 5.1 Opinion of Richards, Layton & Finger, P.A. as to the validity of the trust preferred securities and the company preferred securities(1) 5.2 Opinion of Sullivan & Cromwell as to the validity of the UBS AG subordinated guarantee(1) 5.3 Opinion of Bar & Karrer as to certain matters of Swiss law(1) 8.1 Opinion of Sullivan & Cromwell as to U.S. federal tax matters (included in exhibit 5.2) 8.2 Opinion of ATAG Ernst and Young AG, Switzerland, as to Swiss tax matters(1) 10 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 earnings to fixed charges(1) 21 Subsidiaries of UBS AG(1) 23.1 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1) 23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.2) 23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1) 23.4 Consent of ATAG Ernst & Young AG, Switzerland(1) 23.5 Consent of Ernst and Young Ltd.(1) 23.6 Consent of Ernst & Young LLP(1) 23.7 Consent of Ernst & Young Ltd. as independent auditors of UBS AG 24.1 Power of Attorney(1) 25.1 Statement of Eligibility of Trustee(1) 25.2 Statement of Eligibility of Guarantee Trustee(1)
--------------- (1) Previously filed. -------------------------------------------------------------------------------- II- 6