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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 23 MARCH 2001
REGISTRATION NO. 333-46930
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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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)
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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. [ ]
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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).
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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
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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)
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(1) Filed with F-1 on 29 September 2000
(2) Filed with Pre-Effective Amendment to F-1 on 9 November 2000.
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II- 1
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PART II
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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
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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
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* President and Group Chief 23 March 2001
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Marcel Ospel
* Chief Financial Officer 23 March 2001
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Luqman Arnold
* Group Controller and Member of 23 March 2001
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Hugo Schaub
* Chairman and Member of Board of 23 March 2001
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Alex Krauer
* First Vice Chairman and Member 23 March 2001
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Alberto Togni
* Second Vice Chairman and Member 23 March 2001
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Markus Kundig
* Member of Board of Directors 23 March 2001
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Peter Bockli
* Member of Board of Directors 23 March 2001
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Rolf A. Meyer
* Member of Board of Directors 23 March 2001
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Hans Peter Ming
* Member of Board of Directors 23 March 2001
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Andreas Reinhart
* Member of Board of Directors 23 March 2001
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Eric Honnegger
*By: /s/ ROBERT C. DINERSTEIN
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Robert C. Dinerstein, as
attorney-in-fact
under Power of Attorney
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II- 2
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PART II
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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
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Name: Robert C. Dinerstein
Title: Global General Counsel
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Index to Exhibits
EXHIBIT
NUMBER DESCRIPTION
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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)
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(1) Filed with F-1 on 29 September 2000
(2) Filed with Pre-Effective Amendment to F-1 on 9 November 2000
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