1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 2 OCTOBER 2000 REGISTRATION NO. 333-46216 333-46216-01 333-46216-02 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM F-1 AMENDMENT NO. 2 TO 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. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE The sole purpose of this post-effective Amendment No. 2 is to file Exhibit 25.2 to the Registration Statement. No changes have been made to the Registration Statement other than to Item 16 (Exhibits and Financial Statement Schedules) of Part II. 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: 25.2 Statement of Eligibility of Guarantee Trustee. 3 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 registration statement or amendment 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 2 October 2000. 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 2 October 2000 - --------------------------------------------------- Executive Officer Marcel Ospel * Chief Financial Officer 2 October 2000 - --------------------------------------------------- Luqman Arnold * Group Controller and Member of 2 October 2000 - --------------------------------------------------- Group Managing Board Hugo Schaub * Chairman and Member of Board of 2 October 2000 - --------------------------------------------------- Directors Alex Krauer * First Vice Chairman and Member of 2 October 2000 - --------------------------------------------------- Board of Directors Alberto Togni * Second Vice Chairman and Member 2 October 2000 - --------------------------------------------------- of Board of Directors Markus Kundig * Member of Board of Directors 2 October 2000 - --------------------------------------------------- Peter Bockli * Member of Board of Directors 2 October 2000 - --------------------------------------------------- Rolf A. Meyer * Member of Board of Directors 2 October 2000 - --------------------------------------------------- Hans Peter Ming * Member of Board of Directors 2 October 2000 - --------------------------------------------------- Andreas Reinhart * Member of Board of Directors 2 October 2000 - --------------------------------------------------- Eric Honegger /s/ ROBERT MILLS 2 October 2000 - --------------------------------------------------- *By Robert Mills as attorney-in-fact - -------------------------------------------------------------------------------- II- 1 4 PART II - -------------------------------------------------------------------------------- Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this registration statement or amendment 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 2 October 2000. By: /s/ ROBERT MILLS ------------------------------------ Name: Robert Mills Title: Chief Financial Officer -- Americas and Regional Chief Operating Officer - -------------------------------------------------------------------------------- II- 2 5 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 registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on 2 October 2000. 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 2 October 2000 Company LLC I By: /s/ ROBERT MILLS 2 October 2000 ---------------------------------------------- Name: Robert Mills Title: President and Managing Director - -------------------------------------------------------------------------------- II- 3 6 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 registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on 2 October 2000. 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 2 October 2000 - --------------------------------------------------- Robert Mills * Treasurer and Director 2 October 2000 - --------------------------------------------------- Per Dyrvik * Secretary and Director 2 October 2000 - --------------------------------------------------- Robert Dinerstein /s/ ROBERT MILLS 2 October 2000 - --------------------------------------------------- * By Robert Mills as attorney-in-fact - -------------------------------------------------------------------------------- II- 4