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