UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UBS AG UBS PREFERRED FUNDING UBS PREFERRED FUNDING
COMPANY LLC V TRUST V
(Exact name of Registrant as (Exact name of Registrant as (Exact name of Registrant as
Specified in its Charter) Specified in its Charter) Specified in its Charter)
SWITZERLAND 98-0186363 DELAWARE 20-0081534 DELAWARE 20-6882316
(State or Other (I.R.S. Employer (State or Other (I.R.S. Employer (State or Other (I.R.S. Employer
Jurisdiction of Identification Jurisdiction of Identification Jurisdiction of Identification
Incorporation or Number) Incorporation or Number) Incorporation or Number)
Organization) Organization) Organization)
BAHNHOFSTRASSE 45, CH-8098 ZURICH, C/O WILMINGTON TRUST COMPANY CORPORATION SERVICE COMPANY
SWITZERLAND, +41-44-234 11 11 AND 1100 NORTH MARKET STREET 2711 CENTERVILLE ROAD
AESCHENVORSTADT 1, CH-4051 BASEL, WILMINGTON, DELAWARE 19890 WILMINGTON, DELAWARE 19808
SWITZERLAND, +41-61-288 20 20 302-636-6016 800-927-9800
(Address and Telephone Number of (Address and Telephone Number of (Address and Telephone Number of
Registrant's Principal Executive Offices) Registrant's Principal Executive Offices) Registrant's Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration file number to which this form relates: No.
333-132747 and 333-132747-01 through 333-132747-10.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
------------------- ------------------------------------
Trust Preferred Securities of UBS Funding Trust V New York Stock Exchange, Inc.
Company Preferred Securities of UBS Preferred Funding LLC V New York Stock Exchange, Inc.*
Subordinated Guarantee of UBS AG with respect to the New York Stock Exchange, Inc.*
Noncumulative Company Preferred Securities.
Securities to be registered pursuant to Section 12(g) of the Act: None
* Not for trading, but only in connection with the registration of the Trust
Preferred Securities.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereby is incorporated by
reference to: (1) the description that appears under the captions "Description
of Trust Preferred Securities", "Description of Company Preferred Securities"
and "Description of UBS AG Subordinated Guarantees" in the Prospectus relating
to the Registrants' Registration Statement on Form F-3 (the "Form F-3") under
the Securities Act of 1933, as amended, as filed with the Securities and
Exchange Commission (the "SEC") on March 27, 2006, as amended (File Nos.
333-132747 and 333-132747-01 through 333-132747-10) and (2) the description that
appears under the captions "Description of Trust Preferred Securities" and
"Description of Company Preferred Securities" in the Prospectus Supplement,
dated May 9, 2006, relating to the securities being registered hereunder.
Item 2. EXHIBITS
The following exhibits have been incorporated by reference into this
registration statement filed with the SEC.
Exhibit No. Description
---------------------------------------------------------------------------------
4.1 Form of Amended and Restated Trust Agreement of UBS Preferred Funding
Trust V of the Trust (incorporated herein by reference to Exhibit 4.6
to the Form F-3).
4.2 Form of Amended and Restated Limited Liability Agreement of UBS
Preferred Funding Company LLC V (incorporated herein by reference to
Exhibit 4.11 to the Form F-3).
4.3 Form of Subordinated Guarantee Agreement for UBS Preferred Funding
Company LLC V (incorporated by reference to Exhibit 4.16 to the Form
F-3).
25.1 Statement of Eligibility on Form T-1 of Wilmington Trust Company, as
Trustee for UBS Preferred Funding Trust V (incorporated herein by
reference to Exhibit 25.3 to the Form F-3).
25.2 Statement of Eligibility on Form T-1 of Wilmington Trust Company, as
Guarantee Trustee for UBS Preferred Funding Company LLC V (incorporated herein by
reference to Exhibit 25.8 to the Form F-3).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized.
Date: May 11, 2006
UBS AG
By: /s/ Anneliese Schwyter
---------------------------------------
Name: Anneliese Schwyter
Title: Managing Director
By: /s/ Niall O'Toole
---------------------------------------
Name: Niall O'Toole
Title: Executive Director
UBS PREFERRED FUNDING COMPANY LLC V
By: /s/ Anneliese Schwyter
---------------------------------------
Name: Anneliese Schwyter
Title: Managing Director
By: /s/ Niall O'Toole
---------------------------------------
Name: Niall O'Toole
Title: Executive Director and Secretary
UBS PREFERRED FUNDING TRUST V
By: UBS Preferred Funding Company LLC
V, as Grantor
By: /s/ Anneliese Schwyter
---------------------------------------
Name: Anneliese Schwyter
Title: Managing Director
By: /s/ Niall O'Toole
---------------------------------------
Name: Niall O'Toole
Title: Executive Director and Secretary