AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 2002
REGISTRATION NO. 333-100523
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CREDIT SUISSE GROUP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANTON OF ZURICH, SWITZERLAND
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
98-0215385
(I.R.S. EMPLOYER IDENTIFICATION NO.)
PARADEPLATZ 8, P.O. BOX 1
CH 8070 ZURICH, SWITZERLAND
+41 1 212 1616
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CREDIT SUISSE GROUP FINANCE CREDIT SUISSE GROUP CAPITAL CREDIT SUISSE GROUP CAPITAL
(DELAWARE) LLC I (DELAWARE) TRUST I (DELAWARE) LLC I
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS SPECIFIED IN (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN
ITS CHARTER) DELAWARE ITS CHARTER)
DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION DELAWARE
(STATE OR OTHER JURISDICTION OF OR ORGANIZATION) (STATE OR OTHER JURISDICTION OF
INCORPORATION APPLIED FOR INCORPORATION
OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) OR ORGANIZATION)
N/A C/O CHASE MANHATTAN BANK USA, APPLIED FOR
(I.R.S. EMPLOYER IDENTIFICATION NATIONAL ASSOCIATION (I.R.S. EMPLOYER IDENTIFICATION
NO.) 500 STANTON CHRISTIANA ROAD, BUILDING 4 NO.)
HELVETIA COURT (THIRD FLOOR) HELVETIA COURT
SOUTH ESPLANADE NEWARK, DELAWARE 19713 SOUTH ESPLANADE
ST. PETER PORT (302) 552-6279 ST. PETER PORT
GUERNSEY, CHANNEL ISLANDS GY1 3WF (ADDRESS AND TELEPHONE NUMBER OF GUERNSEY, CHANNEL ISLANDS GY1 3WF
+44 1481 724 605 REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) +44 1481 724 605
(ADDRESS AND TELEPHONE NUMBER OF (ADDRESS AND TELEPHONE NUMBER OF
REGISTRANT'S PRINCIPAL EXECUTIVE REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES) OFFICES)
GARY G. LYNCH
GENERAL COUNSEL
CREDIT SUISSE FIRST BOSTON (USA), INC.
Eleven Madison Avenue
New York, New York 10010
(212) 325-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------------
COPIES TO:
DAVID P. FRICK
GENERAL COUNSEL
CREDIT SUISSE GROUP
Paradeplatz 8, P.O. Box 1
CH-8070 Zurich, Switzerland
+41 1 212 1616
CRAIG B. BROD KRIS F. HEINZELMAN DONEENE K. DAMON RENE BOSCH
DAVID I. GOTTLIEB CRAVATH, SWAINE & MOORE RICHARDS, LAYTON & FINGER, P.A. HOMBURGER
CLEARY, GOTTLIEB, STEEN & Worldwide Plaza One Rodney Square Weinbergstrasse 56-58
HAMILTON 825 Eighth Avenue P.O. Box 551 CH 8006 Zurich, Switzerland
One Liberty Plaza New York, New York 10019 Wilmington, Delaware 19899 +41 1 265 35 35
New York, New York 10006 (212) 474-1000 (302) 651-7700
(212) 225-2000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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 of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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 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 MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT(3) PRICE(3) FEE
Debt Securities of Credit Suisse Group............ -- -- -- --
Warrants of Credit Suisse Group................... -- -- -- --
Guaranteed Debt Securities of Credit Suisse Group
Finance (Delaware) LLC I.......................... -- -- -- --
Guarantees of Credit Suisse Group in connection
with the Guaranteed Debt Securities(4)............ -- -- -- --
Shares, with a par value of CHF 1, of Credit
Suisse Group(5)................................... -- -- -- --
Trust Preferred Securities of Credit Suisse Group
Capital (Delaware) Trust I........................ -- -- -- --
Company Preferred Securities of Credit Suisse
Group Capital (Delaware) LLC I(4)................. -- -- -- --
Subordinated Guarantee of Credit Suisse Group in
connection with the Trust Preferred Securities and
Company Preferred Securities(4)................... -- -- -- --
Total(6)(7)....................................... $2,000,000,000 100% $2,000,000,000 $184,000
(1) This Registration Statement also relates to offers and sales of securities
in connection with market-making transactions by and through affiliates of
the Registrants, including Credit Suisse First Boston Corporation.
(2) The amount to be registered is not specified as to each class of securities
to be registered pursuant to General Instruction II.C of Form F-3.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o), exclusive of accrued interest and dividends, if any.
(4) No separate consideration will be received for the Guarantees in connection
with the Guaranteed Debt Securities, the Company Preferred Securities or the
Subordinated Guarantee in connection with the Trust Preferred Securities and
the Company Preferred Securities.
(5) The Shares are being registered in connection with issuances from time to
time of Shares upon exercise of Warrants or conversion or exchange of
convertible or exchangeable Debt Securities, Guaranteed Debt Securities,
Company Preferred Securities or Trust Preferred Securities registered
hereunder. A separate registration statement on Form F-6 (Registration
No. 333-13926) has been used for the registration of American depositary
shares evidenced by the American depositary receipts issuable upon deposit
of the Shares registered hereby.
(6) Such amount in U.S. dollars or the equivalent in foreign denominated
currency or currency units or, if any Debt Securities or Guaranteed Debt
Securities are issued at original issue discount, such greater amount as
shall result in an aggregate initial offering price of $2,000,000,000.
(7) Such indeterminate number or amount of Debt Securities, Warrants, Guaranteed
Debt Securities, Shares, Trust Preferred Securities and Company Preferred
Securities as may from time to time be issued at indeterminate prices. This
Registration Statement also includes such indeterminate number or amount of
Debt Securities, Guaranteed Debt Securities, Shares and Company Preferred
Securities as may be issued from time to time upon exercise, conversion,
exchange or withdrawal of the securities being registered hereunder.
------------------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED NOVEMBER 18, 2002
U.S. $2,000,000,000
Credit Suisse Group
Debt Securities
Warrants
Guarantees
Credit Suisse Group Finance (Delaware) LLC I
Guaranteed Debt Securities
Credit Suisse Group Capital (Delaware) Trust I
Trust Preferred Securities
Credit Suisse Group Capital (Delaware) LLC I
Company Preferred Securities
-------------
From time to time Credit Suisse Group may sell any of the following
securities:
- debt securities, which may consist of senior and subordinated notes or
other types of debt, including debt convertible into or exchangeable for
our shares or American depositary shares and guarantees of debt
securities; and
- warrants to purchase equity securities or debt securities of Credit Suisse
Group, or third party securities.
Credit Suisse Group Finance (Delaware) LLC I may sell debt securities,
including senior and subordinated debt securities and debt securities
convertible into or exchangeable for our shares or American depositary shares,
that are fully and unconditionally guaranteed by Credit Suisse Group.
Credit Suisse Group Capital (Delaware) Trust I may sell trust preferred
securities representing a corresponding amount of company preferred securities
of Credit Suisse Group Capital (Delaware) LLC I fully and unconditionally
guaranteed on a subordinated basis by Credit Suisse Group.
The total offering price of the securities will not exceed an aggregate of
U.S.$2,000,000,000.
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to issue any securities unless it is
attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
These securities may be offered directly or to or through underwriters,
agents or dealers, including Credit Suisse First Boston Corporation. The names
of any other underwriters, agents or dealers will be included in a supplement to
this prospectus.
Investing in our securities involves risks. We may include specific risk
factors in an applicable prospectus supplement under the heading "Risk Factors".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus or any accompanying prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
Credit Suisse First Boston
The date of this prospectus is November , 2002.
TABLE OF CONTENTS
PAGE
----
ABOUT THIS PROSPECTUS............... 2
LIMITATIONS ON ENFORCEMENT OF U.S.
LAWS.............................. 3
WHERE YOU CAN FIND MORE
INFORMATION....................... 3
FORWARD-LOOKING STATEMENTS.......... 4
USE OF PROCEEDS..................... 6
RATIO OF EARNINGS TO FIXED
CHARGES........................... 6
CREDIT SUISSE GROUP................. 7
CREDIT SUISSE GROUP FINANCE
(DELAWARE) LLC I.................. 8
CREDIT SUISSE GROUP CAPITAL
(DELAWARE) TRUST I................ 9
CREDIT SUISSE GROUP CAPITAL
(DELAWARE) LLC I.................. 10
DESCRIPTION OF DEBT SECURITIES...... 11
PAGE
----
DESCRIPTION OF WARRANTS............. 19
DESCRIPTION OF SHARES............... 22
DESCRIPTION OF TRUST PREFERRED
SECURITIES........................ 24
DESCRIPTION OF COMPANY PREFERRED
SECURITIES........................ 26
DESCRIPTION OF SUBORDINATED
GUARANTEE IN CONNECTION WITH TRUST
PREFERRED SECURITIES AND COMPANY
PREFERRED SECURITIES.............. 28
DESCRIPTION OF SUBORDINATED NOTES IN
CONNECTION WITH TRUST PREFERRED
SECURITIES AND COMPANY PREFERRED
SECURITIES........................ 31
ERISA............................... 33
PLAN OF DISTRIBUTION................ 35
LEGAL MATTERS....................... 36
EXPERTS............................. 36
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN
OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THESE
DOCUMENTS.
--------------
ABOUT THIS PROSPECTUS
In this prospectus, the term "trust" refers to Credit Suisse Group Capital
(Delaware) Trust I, a Delaware statutory trust organized, in the event of an
offering of trust preferred securities, to purchase the company preferred
securities of Credit Suisse Group Capital (Delaware) LLC I and issue the trust
preferred securities. The term "company" refers to Credit Suisse Group Capital
(Delaware) LLC I, a Delaware limited liability company formed to purchase, in
the event of an offering of trust preferred securities, subordinated notes of
Credit Suisse Group or one of its branches or subsidiaries and to issue the
company preferred securities and company common securities. The term "finance
subsidiary" refers to Credit Suisse Group Finance (Delaware) LLC I, a Delaware
limited liability company that may issue debt securities fully and
unconditionally guaranteed by Credit Suisse Group. The terms "we," "our," "us"
and the "Group" refer to Credit Suisse Group and, unless the context requires
otherwise, will include the trust, the company, the finance subsidiary and our
other subsidiaries. In the sections of this prospectus entitled "Description of
Warrants," "Description of Shares," "Description of Subordinated Guarantee in
Connection with Trust Preferred Securities and Company Preferred Securities" and
"Description of Subordinated Notes in Connection with Trust Preferred Securities
and Company Preferred Securities," the terms "we," "our," "us" and the "Group"
refer to Credit Suisse Group, as issuer of the securities described therein.
2
Credit Suisse Group's financial statements, which are incorporated by
reference into this prospectus, have been prepared in accordance with the
accounting rules of the Swiss Federal Law on Banks and Savings Banks and the
respective Implementing Ordinance, the Swiss Federal Banking Commission
guidelines and Swiss GAAP FER Financial Reporting Standards for the insurance
businesses of the Group, which collectively are the generally accepted
accounting principles for banks and insurance companies, respectively, in
Switzerland and which we refer to as Swiss GAAP. Credit Suisse Group's financial
statements are denominated in Swiss francs, the legal tender of Switzerland.
When we refer to "CHF," we mean Swiss francs. When we refer to "USD" or $, we
mean U.S. dollars.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, using a "shelf" registration
process. Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $2,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
Credit Suisse Group is a global financial services company domiciled in
Switzerland. Many of its directors and executive officers (as well as certain
directors, managers and executive officers of the finance subsidiary, the trust
and the company), and certain experts named in this prospectus, are resident
outside the United States, and all or a substantial portion of its assets and
the assets of such persons are located outside the United States. As a result,
it may be difficult for you to serve legal process on Credit Suisse Group or its
directors and executive officers (as well as certain directors, managers and
executive officers of the finance subsidiary, the trust and the company) or have
any of them appear in a U.S. court. We have been advised by Homburger, Swiss
counsel to Credit Suisse Group, that there is doubt as to enforceability in
Switzerland, in original actions or in actions for enforcement of judgments of
U.S. courts, of liabilities based solely on the federal securities laws of the
United States.
WHERE YOU CAN FIND MORE INFORMATION
Credit Suisse Group files annual reports and other information with the SEC.
You may read and copy any document Credit Suisse Group files at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
In addition, the SEC maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Credit Suisse Group
began filing documents with the SEC electronically on October 11, 2002; its
prior filings were made in paper format. Reports and other information
concerning the business of Credit Suisse Group may also be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New York, New York
10005.
The SEC allows Credit Suisse Group to "incorporate by reference" the
information it files with the SEC, which means that Credit Suisse Group can
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that Credit Suisse Group files later with the SEC and which is
incorporated by reference will automatically update and supersede this
information. Credit Suisse Group incorporates by reference the documents listed
below and any future filings it makes with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, which will be incorporated by reference until it sells all of the
securities described in
3
this prospectus. Credit Suisse Group's reports on Form 6-K furnished to the SEC
after the date of this prospectus (or portions thereof) are incorporated by
reference in this prospectus only to the extent that the reports expressly state
that Credit Suisse Group incorporates them (or such portions) by reference in
this prospectus. Credit Suisse Group hereby incorporates by reference the
following:
- its annual report on Form 20-F for the year ended December 31, 2001;
- its report on Form 6-K dated May 15, 2002, which contains unaudited
consolidated interim financial information for Credit Suisse Group for the
periods ended March 31, 2002 and 2001;
- its report on Form 6-K dated August 14, 2002, which contains unaudited
consolidated interim financial information for Credit Suisse Group for the
periods ended June 30, 2002 and 2001;
- its report on Form 6-K dated October 11, 2002, which contains supplemental
unaudited financial information for the periods ended June 30, 2002 and
2001 and audited financial statements of Credit Suisse Group for the years
ended December 31, 2001, 2000 and 1999 (these audited financial statements
were filed to provide a segment footnote reflecting a realignment of
Credit Suisse Group's business effective January 1, 2002);
- the quarterly report 2002 Q3 contained in Credit Suisse Group's report on
Form 6-K dated November 14, 2002, filed with the SEC on November 15, 2002;
- the additional reports on Form 6-K dated June 5, 2002, June 19, 2002,
June 20, 2002, July 3, 2002, August 29, 2002, September 19, 2002,
October 2, 2002, October 4, 2002 and November 6, 2002; and
- the description of shares of Credit Suisse Group contained in Credit
Suisse Group's registration statement on Form 20-F filed with the SEC on
September 21, 2001, and any amendments or reports filed for the purpose of
updating this description.
You may request a copy of these filings, at no cost, by writing or telephoning
Credit Suisse Group at its principal executive offices at the following address:
Credit Suisse Group
Paradeplatz 8, P.O. Box 1
CH-8070 Zurich, Switzerland
Attention: Investor Relations
+41 1 212 1616
Internet: http://www.credit-suisse.com/en/csgn/index.html
We are not incorporating the contents of the website into this prospectus.
Credit Suisse Group has filed or incorporated by reference exhibits to the
registration statement of which this prospectus forms a part. You should read
the exhibits carefully for provisions that may be important to you.
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this
prospectus include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Exchange Act. You should not place undue reliance on these
statements. In addition, in the future we, and others on our behalf, may make
statements that constitute forward-looking statements. Such forward-looking
statements may include, without limitation, statements relating to the
following:
- our plans, objectives or goals;
- our future economic performance or prospects;
4
- the potential effect on our future performance of certain contingencies;
and
- assumptions underlying any such statements.
Words such as "believes," "anticipates," "expects," "intends" and "plans"
and similar expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements. We do not intend to
update these forward-looking statements except as may be required by applicable
securities laws.
By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that predictions,
forecasts, projections and other outcomes described or implied in
forward-looking statements will not be achieved. We caution you that a number of
important factors could cause results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such
forward-looking statements. These factors include:
- market and interest rate fluctuations;
- the strength of the global economy in general and the strength of the
economies of the countries in which we conduct our operations in
particular;
- the ability of counterparties to meet their obligations to us;
- the effects of, and changes in, fiscal, monetary, trade and tax policies,
and currency fluctuations;
- political and social developments, including war, civil unrest or
terrorist activity;
- the possibility of foreign exchange controls, expropriation,
nationalization or confiscation of assets in countries in which we conduct
our operations;
- the ability to maintain sufficient liquidity and access capital markets;
- operational factors such as systems failure, human error or the failure
properly to implement procedures;
- actions taken by regulators with respect to our business and practices in
one or more of the countries in which we conduct our operations;
- the effects of changes in laws, regulations or accounting policies or
practices;
- competition in geographic and business areas in which we conduct our
operations;
- the ability to retain and recruit qualified personnel;
- the ability to maintain our reputation and promote our brands;
- the ability to increase market share and control expenses;
- technological changes;
- the timely development and acceptance of our new products and services and
the perceived overall value of these products and services by users;
- acquisitions, including the ability to integrate successfully acquired
businesses; and
- our success at managing the risks involved in the foregoing.
We caution you that the foregoing list of important factors is not
exhaustive. When evaluating forward-looking statements, you should carefully
consider the foregoing factors and other uncertainties and events, as well as
the risk factors and other information set forth in our annual report on
Form 20-F for the year ended December 31, 2001 and subsequent annual reports on
Form 20-F filed with the SEC; our reports on Form 6-K filed with the SEC; and
the risk factors relating to us, a particular security offered by this
prospectus or a particular offering discussed in the applicable prospectus
supplement.
5
USE OF PROCEEDS
Unless we tell you otherwise in a prospectus supplement, we will use the net
proceeds from the sale of these securities by us or the finance subsidiary for
general corporate purposes, including refinancing existing indebtedness. We may
also invest the net proceeds temporarily in short-term securities.
In the event of any offering of trust preferred securities, the trust will
use the net proceeds from the sale of any trust preferred securities to purchase
the company preferred securities. The company will use the proceeds from the
sale of the company preferred securities to the trust and the company common
securities to Credit Suisse Group or one of its branches or subsidiaries to
acquire subordinated notes issued by Credit Suisse Group or one of its branches
or subsidiaries and to pay certain expenses related to any such offering. Except
as we may otherwise describe in a prospectus supplement, Credit Suisse Group
intends to use the proceeds from the sale of these subordinated notes by it or
one of its branches or subsidiaries for general corporate purposes outside
Switzerland.
The proceeds of any issuance of trust preferred securities will be included
in Tier 1 capital of Credit Suisse Group, calculated on a consolidated basis, in
accordance with Swiss banking law and regulations.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth, on the basis of Swiss GAAP and U.S.
generally accepted accounting principles, or U.S. GAAP, Credit Suisse Group's
ratio of earnings to fixed charges for the periods indicated.
Under Swiss GAAP, earnings for purposes of the ratios consist of profit
before taxes and minority interests less income from investments in associates
plus fixed charges. Under U.S. GAAP, earnings for purposes of the ratios consist
of profit before taxes, extraordinary items, cumulative effect of changes in
accounting principles and minority interests less income from investments in
associates plus fixed charges. Fixed charges for these purposes consist of
(i) interest expense, (ii) a portion of rentals, reflecting a two-thirds portion
of premises and real estate expenses, deemed representative of the interest
factor and (iii) preferred dividend requirements in connection with preferred
securities of subsidiaries.
YEARS ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------------------------------
JUNE 30, 2002 2001 2000 1999(1) 1998(1) 1997(1)
---------------- -------- -------- -------- -------- --------
Swiss GAAP.................................... 1.02 1.06 1.21 1.27 1.18 1.08
U.S. GAAP..................................... 0.99(2) 0.98(2) 1.18 1.20 --(3) --(3)
------------------------
(1) In 2000, we adopted certain changes in the accounting principles applicable
to our insurance businesses. The ratios for 1999, but not 1998 or 1997,
have been adjusted retroactively to reflect those changes.
(2) The deficiency in the coverage of fixed charges by earnings before fixed
charges was CHF 127 million at June 30, 2002 and CHF 878 million at
December 31, 2001.
(3) No U.S. GAAP information is provided for 1998 and 1997 as U.S. GAAP
reconciliation is not required for either period.
6
CREDIT SUISSE GROUP
Credit Suisse Group is a global financial services company domiciled in
Switzerland. In the area of financial services, it offers investment products,
wealth management and financial advisory services, including insurance and
pension solutions, for private and corporate clients. In the area of global
investment banking, Credit Suisse Group provides financial advisory and capital
raising services and sales and trading for users and suppliers of capital as
well as asset management products and services.
Credit Suisse Group is a publicly held corporation, and its registered
shares are listed on the SWX Swiss Exchange (and traded since June 25, 2001
through virt-x, a joint venture between Tradepoint plc and the SWX Swiss
Exchange) as well as on the Frankfurt Stock Exchange and (in the form of
American depositary shares) on the New York Stock Exchange and traded on SEAQ in
London and Paris (OTC). Credit Suisse Group's registered head office is located
at Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland, and its telephone
number is 41-1-212-1616.
Credit Suisse Group, Guernsey branch, was established in 1994 and is a
vehicle for various funding activities of Credit Suisse Group. The branch exists
as part of Credit Suisse Group and is not a separate legal entity, although it
has independent status for certain tax and Guernsey regulatory purposes. The
Guernsey branch is located at Helvetia Court, South Esplanade, St. Peter Port,
Guernsey, Channel Islands, GY1 3WF, and its telephone number is 44-1481-724-605.
Credit Suisse Group may act through its Guernsey branch in connection with
the debt securities and the subordinated notes issued in connection with the
trust preferred securities and company preferred securities as described in this
prospectus and the applicable prospectus supplement.
7
CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I
Credit Suisse Group Finance (Delaware) LLC I is a Delaware limited liability
company. The finance subsidiary exists for the purpose of issuing debt
securities, the proceeds of which will be advanced to, or otherwise invested in,
subsidiaries or affiliates of Credit Suisse Group. In the event that the finance
subsidiary issues any debt securities, Credit Suisse Group will guarantee such
debt securities on a full and unconditional basis.
The principal executive offices of the finance subsidiary are located at
Helvetia Court, South Esplanade, St. Peter Port, Guernsey, Channel Islands GY1
3WF. Its telephone number is 44-1481-724-605.
8
CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST I
Credit Suisse Group Capital (Delaware) Trust I is a Delaware statutory
trust. The trust exists, in the event of an offering of trust preferred
securities, to issue trust preferred securities representing a corresponding
amount of company preferred securities, together with related rights under a
subordinated guarantee of Credit Suisse Group. The trust will pass the dividends
it receives on company preferred securities through to holders as distributions
on trust preferred securities. The trust cannot engage in other activities.
Company preferred securities and related rights under the subordinated guarantee
will be the only assets of the trust. Credit Suisse Group will pay all expenses
and liabilities of the trust.
The trust will be treated as a grantor trust for U.S. federal income tax
purposes. As a result, holders will be treated as beneficial owners of interests
in company preferred securities and related rights under a subordinated
guarantee for U.S. federal income tax purposes.
The principal executive offices of the trust are located at c/o Chase
Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building
4 (Third Floor), Newark, Delaware 19713. Its telephone number is (302) 552-6279.
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CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC I
Credit Suisse Group Capital (Delaware) LLC I is a Delaware limited liability
company. The company exists, in the event of an offering of trust preferred
securities, to acquire and to hold subordinated notes issued by Credit Suisse
Group or one of its branches or subsidiaries or other eligible investments, and
to issue company common securities and company preferred securities. Credit
Suisse Group or one of its branches or subsidiaries will purchase all the
company common securities, which represent 100% of the voting rights in the
company. The company will apply the cash generated by the subordinated notes and
other eligible investments, if any, to pay dividends to the trust, as the
initial holder of the company preferred securities, and Credit Suisse Group, as
the holder of the company common securities. The company will be treated as a
partnership for U.S. federal income tax purposes.
The principal executive offices of the company are located at Helvetia
Court, South Esplanade, St. Peter Port, Guernsey, Channel Islands GY1 3WF. Its
telephone number is 44-1481-724-605.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms that will apply to any debt
securities that may be offered by Credit Suisse Group, directly or through one
of its branches, or the finance subsidiary pursuant to this prospectus. The
specific terms of the offered debt securities, and the extent to which the
general terms described in this section apply to debt securities, will be
described in the related prospectus supplement at the time of the offer.
GENERAL
As used in this prospectus, "debt securities" means the senior and
subordinated debentures, notes, bonds, guarantees and other evidences of
indebtedness that Credit Suisse Group issues, directly or through one of its
branches, or the finance subsidiary issues and Credit Suisse Group fully and
unconditionally guarantees (as described below under "--Credit Suisse Group
Guarantees") and, in each case, the trustee authenticates and delivers under the
applicable indenture.
Credit Suisse Group may issue either senior debt securities or subordinated
debt securities, directly or through one of its branches. Senior debt securities
and subordinated debt securities, other than any subordinated notes or
subordinated guarantee issued in connection with trust preferred securities,
will be issued in one or more series under either the senior indenture or the
subordinated indenture between Credit Suisse Group and JPMorgan Chase Bank, as
trustee. The senior indenture and the subordinated indenture will be qualified
under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.
The finance subsidiary may issue either senior guaranteed debt securities or
subordinated guaranteed debt securities. Senior guaranteed debt securities and
subordinated guaranteed debt securities will be issued in one or more series
under either the senior indenture or the subordinated indenture among the
finance subsidiary, JPMorgan Chase Bank, as trustee, and Credit Suisse Group, as
guarantor. The senior indenture and the subordinated indenture of the finance
subsidiary will be qualified under the Trust Indenture Act.
In the following discussion, we sometimes refer to these indentures
collectively as the "indentures."
This prospectus briefly outlines the provisions of the indentures. The terms
of the indentures will include both those stated in the indentures and those
made part of the indentures by the Trust Indenture Act. The forms of the
indentures have been filed as exhibits to the registration statement of which
this prospectus forms a part, and you should read the indentures for provisions
that may be important to you.
Credit Suisse Group is a holding company and depends upon the earnings and
cash flow of its subsidiaries to meet its obligations under the debt securities.
Since the creditors of any of its subsidiaries would generally have a right to
receive payment that is superior to Credit Suisse Group's right to receive
payment from the assets of that subsidiary, holders of debt securities will be
effectively subordinated to creditors of Credit Suisse Group's subsidiaries. In
addition, there are various regulatory requirements applicable to some of Credit
Suisse Group's subsidiaries that limit their ability to pay dividends and make
loans and advances to Credit Suisse Group.
The indentures do not contain any covenants or other provisions designed to
protect holders of the debt securities against a reduction in the
creditworthiness of Credit Suisse Group or the finance subsidiary in the event
of a highly leveraged transaction or that would prohibit other transactions that
might adversely affect holders of the debt securities, including a change in
control of the relevant issuer or the guarantor (if any).
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ISSUANCES IN SERIES
The indentures do not limit the amount of debt that may be issued. The debt
securities may be issued in one or more series with the same or various
maturities, at a price of 100% of their principal amount or at a premium or a
discount. Not all debt securities of any one series need be issued at the same
time and, unless otherwise provided, any series may be reopened for issuances of
additional debt securities of that series. The debt securities will not be
secured by any property or assets of Credit Suisse Group or the finance
subsidiary.
The terms of any authorized series of debt securities will be described in a
prospectus supplement. These terms may include:
- whether the debt securities are issued by Credit Suisse Group or by the
finance subsidiary and guaranteed by Credit Suisse Group;
- whether the debt securities are senior or subordinated;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be issued and whether the debt securities will be "original issue
discount" securities for U.S. federal income tax purposes. If original
issue discount debt securities are issued (securities that are issued at a
substantial discount below their principal amount because they pay no
interest or pay interest that is below market rates at the time of
issuance), the special U.S. federal income tax and other considerations of
a purchase of original issue discount debt securities will be described;
- the date or dates on which principal will be payable and whether the debt
securities will be payable on demand by the holders on any date;
- the manner in which payments of principal, premium or interest will be
calculated and whether any rate will be fixed or based on an index or
formula or the value of another security, commodity or other asset;
- the interest payment dates;
- whether any sinking fund is required;
- optional or mandatory redemption terms;
- authorized denominations, if other than US$1,000 and integral multiples of
US$1,000;
- the terms on which holders of the debt securities may or are required to
convert or exchange these securities into or for securities of Credit
Suisse Group or another entity and any specific terms relating to the
conversion or exchange feature;
- the currency in which the debt securities will be denominated or
principal, premium or interest will be payable, if other than U.S.
dollars;
- whether the debt securities are to be issued as individual certificates to
each holder or in the form of global certificates held by a depositary on
behalf of holders;
- information describing any book-entry features;
- whether and under what circumstances additional amounts will be paid on
any debt securities as a result of withholding taxes and whether the debt
securities can be redeemed if additional amounts must be paid;
- the names and duties of any co-trustees, depositaries, authenticating
agents, paying agents, transfer agents or registrars for any series; and
- any other terms consistent with the above.
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The prospectus supplement relating to any series of debt securities may also
include, if applicable, a discussion of certain U.S. federal income tax
considerations and considerations under the Employee Retirement Income Security
Act of 1974, as amended, or ERISA.
CREDIT SUISSE GROUP GUARANTEES
Debt securities issued by the finance subsidiary will be fully and
unconditionally guaranteed by Credit Suisse Group. If, for any reason, the
finance subsidiary does not make any required payment in respect of its debt
securities when due, whether on the normal due date, on acceleration, redemption
or otherwise, Credit Suisse Group will cause the payment to be made to or to the
order of the trustee. Such guarantees by Credit Suisse Group will be on a senior
basis, to the extent they guarantee senior debt securities of the finance
subsidiary, and on a subordinated basis, to the extent they guarantee
subordinated debt securities of the finance subsidiary. The extent of
subordination will be as set forth under "--Subordination" below or in the
applicable prospectus supplement. The holder of a guaranteed debt security will
be entitled to payment under the relevant guarantee of Credit Suisse Group
without taking any action whatsoever against the finance subsidiary.
PAYMENT AND TRANSFER
The debt securities will be issued only as registered securities, which
means that the name of the holder will be entered in a register that will be
kept by the trustee or another agent appointed by the relevant issuer. Unless
stated otherwise in a prospectus supplement, and except as described under
"--Book-Entry System" below, principal and interest payments will be made at the
office of the paying agent or agents named in the prospectus supplement or by
check mailed to you at your address as it appears in the register.
Unless other procedures are described in a prospectus supplement, and except
as described under "--Book-Entry System" below, you will be able to transfer
registered debt securities at the office of the transfer agent or agents named
in the prospectus supplement. You may also exchange registered debt securities
at the office of the transfer agent for an equal aggregate principal amount of
registered debt securities of the same series having the same maturity date,
interest rate and other terms as long as the debt securities are issued in
authorized denominations.
Neither the relevant issuer nor the trustee will impose any service charge
for any transfer or exchange of a debt security; however, the relevant issuer
may ask you to pay any taxes or other governmental charges in connection with a
transfer or exchange of debt securities.
BOOK-ENTRY SYSTEM
Debt securities may be issued under a book-entry system in the form of one
or more global securities. The global securities will be registered in the name
of a depositary or its nominee and deposited with that depositary or its
custodian. Unless stated otherwise in the prospectus supplement, The Depository
Trust Company, New York, New York, or DTC, will be the depositary if a
depositary is used.
DTC has advised us as follows:
- DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act;
- DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions, such as transfers
and pledges, among its participants in such
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securities through electronic computerized book-entry changes in accounts
of the participants, thereby eliminating the need for physical movement of
securities certificates;
- DTC's participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC; and
- access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or
indirectly.
According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is not
intended to serve as a representation, warranty or contract modification of any
kind.
Following the issuance of a global security in registered form, the
depositary will credit the accounts of its participants with the debt securities
upon the relevant issuer's instructions. Only persons who hold directly or
indirectly through financial institutions that are participants in the
depositary can hold beneficial interests in the global securities. Since the
laws of some jurisdictions require certain types of purchasers to take physical
delivery of such securities in definitive form, you may encounter difficulties
in your ability to own, transfer or pledge beneficial interests in a global
security.
So long as the depositary or its nominee is the registered owner of a global
security, the relevant issuer, the guarantor (if any) and the trustee will treat
the depositary as the sole owner or holder of the debt securities for purposes
of the applicable indenture. Therefore, except as set forth below, you will not
be entitled to have debt securities registered in your name or to receive
physical delivery of certificates representing the debt securities. Accordingly,
you will have to rely on the procedures of the depositary and the participant in
the depositary through whom you hold your beneficial interest in order to
exercise any rights of a holder under the indenture. We understand that under
existing practices, the depositary would act upon the instructions of a
participant or authorize that participant to take any action that a holder is
entitled to take.
The relevant issuer will make all payments of principal, premium and
interest on the debt securities to the depositary. It is expected that the
depositary will then credit participants' accounts proportionately with these
payments on the payment date and that the participants will in turn credit their
customers' accounts in accordance with their customary practices. Neither the
relevant issuer nor the trustee will be responsible for making any payments to
participants or customers of participants or for maintaining any records
relating to the holdings of participants and their customers, and you will have
to rely on the procedures of the depositary and its participants.
Global certificates are generally not transferable. Physical certificates
will be issued to beneficial owners of a global note if:
- the depositary notifies the relevant issuer that it is unwilling or unable
to continue as depositary and the relevant issuer does not appoint a
successor within 90 days;
- the depositary ceases to be a clearing agency registered under the
Exchange Act and the relevant issuer does not appoint a successor within
90 days; or
- the relevant issuer decides in its sole discretion that it does not want
to have the debt securities of that series represented by global
certificates.
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SUBORDINATION
When the term "senior indebtedness" is used in the context of the debt
securities or the guarantee (if any), it means, with respect to an issuer or the
guarantor (if any):
- any money such entity has borrowed, including any senior debt securities
or guarantees of senior debt securities issued under the relevant senior
indenture;
- any money borrowed by someone else where such entity has assumed or
guaranteed the obligations, directly or indirectly;
- any letters of credit and acceptances made by banks on such entity's
behalf; and
- indebtedness that such entity has incurred or assumed in connection with
the acquisition of any property.
Senior indebtedness shall not include any indebtedness that is expressed to
be subordinate to or on par with the debt securities or the guarantee, as
applicable, or any money owed to an entity's subsidiaries.
The subordinated indentures provide that the relevant issuer or the
guarantor (if any) cannot:
- make any payments of principal, premium or interest on the subordinated
debt securities or the subordinated guarantee (if any);
- acquire any subordinated debt securities; or
- defease any subordinated debt securities;
if
- any senior indebtedness in an aggregate principal amount of more than
$100 million has become due either on maturity or as a result of
acceleration or otherwise and the principal, premium and interest on that
senior indebtedness has not yet been paid in full by such entity; or
- such entity has defaulted in the payment of any principal, premium or
interest on any senior indebtedness in an aggregate principal amount of
more than $100 million at the time the payment was due, unless and until
the payment default is cured by such entity or waived by the holders of
the senior indebtedness.
If the relevant issuer or the guarantor (if any) is liquidated, the holders
of the senior indebtedness will be entitled to receive payment in full in cash
for principal, premium and interest on the senior indebtedness before the
holders of subordinated debt securities receive any of such entity's assets. As
a result, holders of subordinated debt securities may receive a smaller
proportion of such entity's assets in liquidation than holders of senior
indebtedness.
Even if the subordination provisions prevent the relevant issuer or the
guarantor (if any) from making any payment when due on the subordinated debt
securities or the subordinated guarantee (if any), the relevant issuer will be
in default on its obligations under the subordinated indenture if it does not
make the payment when due. This means that the trustee and the holders of
subordinated debt securities can take action against the relevant issuer or the
guarantor (if any), but they would not receive any money until the claims of the
senior indebtedness have been fully satisfied.
The subordinated indentures allow the holders of senior indebtedness to
obtain specific performance of the subordination provisions from the relevant
issuer, the guarantor (if any) or any holder of subordinated debt securities.
CONSOLIDATION, MERGER OR SALE
The relevant issuer and the guarantor (if any) will agree in the indentures
not to consolidate with or merge with or into any other person or convey or
transfer all or substantially all of its properties
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and assets to any person (other than in the case of the issuer into the
guarantor and in the case of the guarantor into the issuer), unless:
- it is the continuing person; or
- the successor expressly assumes by supplemental indenture its obligations
under such indenture.
In either case, the relevant issuer or the guarantor, as applicable, will
also have to deliver a certificate to the trustee stating that after giving
effect to the merger there will not be any defaults under the applicable
indenture and, if the relevant issuer or the guarantor is not the continuing
person, an opinion of counsel stating that the merger and the supplemental
indentures comply with these provisions and that the supplemental indentures are
legal, valid and binding obligations of the successor corporation enforceable
against it.
MODIFICATION OF THE INDENTURES
In general, rights and obligations of the relevant issuer, the guarantor (if
any) and the holders under the indentures may be modified if the holders of a
majority in aggregate principal amount of the outstanding debt securities of
each series affected by the modification consent to such modification. However,
each of the indentures provides that, unless each affected holder agrees, an
amendment cannot:
- make any adverse change to any payment term of a debt security such as
extending the maturity date, extending the date on which the relevant
issuer has to pay interest or make a sinking fund payment, reducing the
interest rate, reducing the amount of principal the relevant issuer has to
repay, reducing the amount of principal of a debt security issued with
original issue discount that would be due and payable upon an acceleration
of the maturity thereof or the amount thereof provable in bankruptcy,
insolvency or similar proceeding, changing the currency or place in which
the relevant issuer has to make any payment of principal, premium or
interest, modifying any redemption or repurchase right to the detriment of
the holder, modifying any right to convert or exchange the debt securities
for another security to the detriment of the holder, and impairing any
right of a holder to bring suit for payment;
- reduce the percentage of the aggregate principal amount of debt securities
needed to make any amendment to the applicable indenture or to waive any
covenant or default;
- waive any payment default; or
- make any change to the amendment provisions of the applicable indenture.
However, other than in the circumstances mentioned above, if the relevant
issuer, the guarantor (if any) and the trustee agree, the applicable indenture
may be amended without notifying any holders or seeking their consent if the
amendment does not materially and adversely affect any holder.
In particular, if the relevant issuer, the guarantor (if any) and the
trustee agree, the applicable indenture may be amended without notifying any
holders or seeking their consent to add a guarantee from a third party on the
outstanding and future debt securities to be issued under an applicable
indenture.
COVENANTS
The relevant issuer or the guarantor (if any) may be subject to additional
covenants, including restrictive covenants in respect of a particular series of
debt securities. Such additional covenants will be set forth in the applicable
prospectus supplement and, to the extent necessary, in the supplemental
indenture or board resolution relating to that series of debt securities.
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EVENTS OF DEFAULT
Unless otherwise specified in a prospectus supplement, an event of default
with respect to a series of debt securities occurs upon:
- a default in payment of the principal or any premium on any debt security
of that series when due;
- a default in payment of interest when due on any debt security of that
series for 30 days;
- a default in performing any other covenant in the indenture applicable to
that series for 60 days after written notice from the trustee or from the
holders of 25% in principal amount of the outstanding debt securities of
such series; or
- certain events of bankruptcy, insolvency or reorganization of the relevant
issuer or the guarantor (if any).
Any additional or different events of default applicable to a particular
series of debt securities will be described in the prospectus supplement
relating to such series.
The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal, premium or interest) if it
considers such withholding of notice to be in the best interests of the holders.
A default is any event which is an event of default described above or would be
an event of default but for the giving of notice or the passage of time.
If an event of default occurs and continues, the trustee or the holders of
the aggregate principal amount of the debt securities specified below may
require the relevant issuer to repay immediately, or accelerate:
- the entire principal of the debt securities of such series; or
- if the debt securities are original issue discount securities, such
portion of the principal as may be described in the applicable prospectus
supplement.
If the event of default occurs because of a default in a payment of
principal or interest on the debt securities, then the trustee or the holders of
at least 25% of the aggregate principal amount of debt securities of that series
can accelerate that series of debt securities. If the event of default occurs
because of a failure to perform any other covenant in the applicable indenture
or any covenant for the benefit of one or more series of debt securities, then
the trustee or the holders of at least 25% of the aggregate principal amount of
debt securities of all series affected, voting as one class, can accelerate all
of the affected series of debt securities. If the event of default occurs
because of bankruptcy proceedings, then all of the debt securities under the
indenture will be accelerated automatically. Therefore, except in the case of a
default on a payment of principal or interest on the debt securities of your
series or a default due to bankruptcy or insolvency of the relevant issuer or
guarantor (if any), it is possible that you may not be able to accelerate the
debt securities of your series because of the failure of holders of other series
to take action.
The holders of a majority of the aggregate principal amount of the debt
securities of all affected series, voting as one class, can rescind this
accelerated payment requirement or waive any past default or event of default or
allow noncompliance with any provision of the applicable indenture. However,
they cannot waive a default in payment of principal of, premium, if any, or
interest on, any of the debt securities.
After an event of default, the trustee must exercise the same degree of care
a prudent person would exercise under the circumstances in the conduct of her or
his own affairs. Subject to these requirements, the trustee is not obligated to
exercise any of its rights or powers under the applicable indenture at the
request, order or direction of any holders, unless the holders offer the trustee
reasonable indemnity. If they provide this reasonable indemnity, the holders of
a majority in principal amount of all affected series of debt securities, voting
as one class, may direct the time, method and
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place of conducting any proceeding or any remedy available to the trustee, or
exercising any power conferred upon the trustee, for any series of debt
securities.
DEFEASANCE
The term defeasance means discharge from some or all of the obligations
under the indentures. If the relevant issuer deposits with the trustee
sufficient cash or government securities to pay the principal, interest, any
premium and any other sums due to the stated maturity date or a redemption date
of the debt securities of a particular series, then at the relevant issuer's
option:
- the relevant issuer and the guarantor (if any) will be discharged from
their respective obligations with respect to the debt securities of such
series; or
- the relevant issuer and the guarantor (if any) will no longer be under any
obligation to comply with the restrictive covenants, if any, contained in
the applicable indenture and any supplemental indenture or board
resolution with respect to the debt securities of such series, and the
events of default relating to failures to comply with covenants will no
longer apply to them.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the applicable indenture except for
registration of transfer and exchange of debt securities and replacement of
lost, stolen or mutilated debt securities. Instead, the holders will only be
able to rely on the deposited funds or obligations for payment.
The relevant issuer must deliver to the trustee an opinion of counsel to the
effect that the deposit and related defeasance would not cause the holders of
the debt securities to recognize income, gain or loss for U.S. federal income
tax purposes. In the case of a complete discharge, the relevant issuer may, in
lieu of an opinion of counsel, deliver a ruling to such effect received from or
published by the U.S. Internal Revenue Service if the relevant issuer and the
guarantor (if any) are discharged from their respective obligations with respect
to the debt securities.
INFORMATION CONCERNING THE TRUSTEE
JPMorgan Chase Bank will be the trustee. The trustee will be required to
perform only those duties that are specifically set forth in the indentures,
except when a default has occurred and is continuing with respect to the debt
securities. After a default, the trustee must exercise the same degree of care
that a prudent person would exercise under the circumstances in the conduct of
her or his own affairs. Subject to these requirements, the trustee will be under
no obligation to exercise any of the powers vested in it by the indentures at
the request of any holder of debt securities unless the holder offers the
trustee reasonable indemnity against the costs, expenses and liabilities that
might be incurred by exercising those powers.
JPMorgan Chase Bank has loaned money to Credit Suisse Group and certain of
its subsidiaries and affiliates and provided other services to it and has acted
as trustee or fiscal agent under certain of its and its subsidiaries' and
affiliates' indentures or fiscal agency agreements in the past and may do so in
the future as a part of its regular business.
GOVERNING LAW
The debt securities, the related guarantees (if any) and the indentures will
be governed by and construed in accordance with the laws of the State of New
York.
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DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants, including warrants or warrants in the form of
subscription rights to purchase equity or debt securities, as well as other
types of warrants. Warrants may be issued independently or together with any
equity or debt securities and may be attached to or separate from such equity or
debt securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent. The forms of each
of the warrant agreements will be filed as exhibits to the registration
statement of which this prospectus forms a part or will be furnished to the SEC
on a Form 6-K that is incorporated by reference in the registration statement of
which this prospectus forms a part. This prospectus briefly outlines certain
general terms and provisions of the warrants we may issue. Further terms of the
warrants and applicable warrant agreement will be set forth in the applicable
prospectus supplement.
WARRANTS TO PURCHASE EQUITY SECURITIES
We will describe the terms of any warrants or warrants in the form of
subscription rights to purchase equity securities that we are authorized to
issue in a prospectus supplement. These terms may include:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies (including composite currencies) in which the
price of such warrants may be payable;
- the terms of the equity securities purchasable upon exercise of such
warrants, which may include our shares or American depositary shares;
- the price at which and currency or currencies (including composite
currencies) in which the equity securities purchasable upon exercise of
such warrants may be purchased;
- the date on which the right to exercise such warrants will commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the equity securities with
which such warrants are issued and the number of such warrants issued with
each such equity security;
- if applicable, the date on and after which such warrants and the related
equity securities will be separately transferable;
- information with respect to book-entry procedures, if any; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange or exercise of such warrants.
The prospectus supplement relating to any warrants to purchase equity
securities may also include, if applicable, a discussion of certain U.S. federal
income tax and ERISA considerations.
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WARRANTS TO PURCHASE DEBT SECURITIES
We will describe in a prospectus supplement the terms of any warrants or
warrants in the form of subscription rights that we are authorized to issue for
the purchase of our debt securities or the guaranteed debt securities of the
finance subsidiary. These terms may include:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies (including composite currencies) in which the
price of such warrants may be payable;
- the aggregate principal amount and terms of the debt securities
purchasable upon exercise of such warrants;
- the price at which and currency or currencies (including composite
currencies) in which the debt securities purchasable upon exercise of such
warrants may be purchased;
- the date on which the right to exercise such warrants will commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the debt securities with which
such warrants are issued and the number of such warrants issued with each
such debt security;
- if applicable, the date on and after which such warrants and the related
debt securities will be separately transferable;
- information with respect to book-entry procedures, if any; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange or exercise of such warrants.
The prospectus supplement relating to any warrants to purchase debt
securities may also include, if applicable, a discussion of certain U.S. federal
income tax and ERISA considerations.
OTHER WARRANTS
We may also issue other warrants to purchase or sell, on terms to be
determined at the time of sale,
- securities of any entity unaffiliated with us, a basket of such
securities, an index or indices of such securities or any combination of
the foregoing;
- currencies or composite currencies; or
- commodities.
We may satisfy our obligations, if any, with respect to any such warrants by
delivering the underlying securities, currencies or commodities or, in the case
of underlying securities or commodities, the cash value thereof, as set forth in
the applicable prospectus supplement. We will describe the terms of any such
warrants that we are authorized to issue in a prospectus supplement. These terms
may include:
- the title of such warrants;
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- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies (including composite currencies) in which the
price of such warrants may be payable;
- whether such warrants are put warrants or call warrants;
- (a) the specific security, basket of securities, index or indices of
securities or any combination of the foregoing and the amount thereof,
(b) currencies or composite currencies or (c) commodities (and, in each
case, the amount thereof or the method for determining the same) to be
purchased or sold upon exercise of such warrants;
- the purchase price at which and the currency or currencies (including
composite currencies) with which such underlying securities, currencies or
commodities may be purchased or sold upon such exercise (or the method of
determining the same);
- whether such exercise price may be paid in cash, by the exchange of any
other security offered with such warrants or both and the method of such
exercise;
- whether the exercise of such warrants is to be settled in cash or by the
delivery of the underlying securities or commodities or both;
- the date on which the right to exercise such warrants will commence and
when such right will expire;
- if applicable, the minimum or maximum number of such warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the securities with which such
warrants are issued and the number of warrants issued with each such
security;
- if applicable, the date on and after which such warrants and the related
securities will be separately transferable;
- information with respect to book-entry procedures, if any; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
The prospectus supplement relating to any such warrants may also include, if
applicable, a discussion of certain U.S. federal income tax and ERISA
considerations.
21
DESCRIPTION OF SHARES
The following summary describes the material terms of our shares. A detailed
description of the terms of our shares is incorporated by reference into this
prospectus from our registration statement on Form 20-F filed with the SEC on
September 21, 2001, which you may obtain as described under "Where You Can Find
More Information." We will only issue shares, which may be in the form of
American depositary shares, under this prospectus and the applicable prospectus
supplement in connection with the conversion or exchange of debt securities,
guaranteed debt securities, trust preferred securities or company preferred
securities convertible into or exchangeable for our shares or the exercise of
warrants on our shares.
At the annual general meeting in May 2002, our shareholders approved a par
value reduction from CHF 3 to CHF 1 per share. The capital reduction of CHF 2
was paid out on August 14, 2002 to holders of record as of August 13, 2002.
As of September 11, 2002, we had fully paid and issued share capital of CHF
1,189,348,956, consisting of 1,189,348,956 registered shares with a par value of
CHF 1 each. As of the same date, we had additional authorized share capital in
the amount of CHF 45,480,000, consisting of 45,480,000 registered shares with a
par value of CHF 1 each. Our shareholders have authorized the Board of Directors
to issue such shares to finance acquisitions.
In addition, as of September 11, 2002, we had conditional share capital in
the amount of CHF 186,463,104, consisting of 186,463,104 registered shares with
a par value of CHF 1 each. Conditional share capital is reserved for issuance of
fully paid shares to holders of convertible instruments such as options,
convertible bonds or warrants in the event that such holders exercise their
right to obtain shares. Our conditional share capital includes 135,919,804
shares reserved for share-based compensation plans. We are also able to satisfy
our obligations under the share-based compensation plans through share
repurchases. We have a further 50,543,300 conditional shares reserved for the
exercise of warrants or convertible bonds outstanding or still to be issued by
us.
Shares issued as a result of the conversion of conditional capital and the
corresponding increase in share capital are generally recorded only once a year,
and this recording entails a revision of the Articles of Association and new
registration of the total share capital in the Commercial Register. Our Articles
of Association were last revised on September 11, 2002. A copy of our Articles
of Association dated September 11, 2002 is filed as an exhibit to the
registration statement of which this prospectus forms a part.
Our registered shares are listed on the SWX Swiss Exchange (and traded since
June 25, 2001 through virt-x, a joint venture between Tradepoint plc and the SWX
Swiss Exchange) as well as on the Frankfurt Stock Exchange and (in the form of
American depositary shares) on the New York Stock Exchange and traded on SEAQ in
London and Paris (OTC).
SHAREHOLDER RIGHTS
Under Swiss law, dividends may be paid out only if and to the extent the
corporation has distributable profits from previous business years, or if the
free reserves of the corporation are sufficient to allow distribution of a
dividend. In either event, dividends may be paid out only after approval of the
shareholders. The Board of Directors may propose that a dividend be paid out,
but cannot itself set the dividend. The auditors must confirm that the dividend
proposal of the Board conforms to statutory law. In practice, the shareholders
usually approve the dividend proposal of the Board of Directors. Dividends are
usually due and payable after the shareholders' resolution relating to the
allocation of profits has been passed. Under Swiss law, the statute of
limitations in respect of dividend payments is five years.
22
VOTING AND TRANSFER
There is no limitation under Swiss law or our Articles of Association on the
right of non-Swiss residents or nationals to own or vote our shares.
Each share carries one vote at our shareholders' meetings. Voting rights may
be exercised only after a shareholder has been recorded in the share register as
a shareholder with voting rights. Registration with voting rights is subject to
certain restrictions that we describe below.
Our Articles of Association provide that we may elect not to print and
deliver certificates in respect of registered shares. Shareholders may, however,
request at any time that we print and deliver such certificates free of charge.
The transfer of shares is effected by corresponding entry in the books of a
bank or depositary institution following an assignment in writing by the selling
shareholder and notification of such assignment to us by the transferor, the
bank or depositary institution. The transfer of shares further requires that the
purchaser file a share registration form to be registered in our share register
as a shareholder. Failing such registration, the purchaser may not vote at or
participate in shareholders' meetings.
A purchaser of shares will be recorded in the share register with voting
rights upon disclosure of her or his name, citizenship and address, and upon
confirmation that she or he acquired the shares in her or his own name for her
or his own account. Any person not expressly stating in her or his application
for registration that the relevant shares have been acquired for her or his own
account, which person we refer to as a nominee, may be entered for a maximum of
2% of the total outstanding share capital with voting rights in the share
register. In excess of this limit, registered shares held by a nominee will be
granted voting rights only if such nominee discloses in writing the name,
address and shareholding of any person for whose account she or he is holding
0.5% or more of the outstanding share capital.
Each shareholder, whether registered in our share register or not, is
entitled to receive the dividends approved by the shareholders. The same
principle applies for capital repayments in the event of a reduction of the
share capital, and for liquidation proceeds in the event we are dissolved or
liquidated. Under Swiss law, a shareholder has no liability for capital calls,
but is also not entitled to reclaim her or his capital contribution. Swiss law
further requires us to apply the principle of equal treatment to all
shareholders.
PRE-EMPTIVE RIGHTS
Generally under Swiss law, any share issue, whether for cash or non-cash
consideration or no consideration, is subject to the prior approval of the
shareholders. Shareholders of a Swiss corporation have certain pre-emptive
rights to subscribe for new issues of shares in proportion to the nominal amount
of shares held. A resolution adopted at a shareholders' meeting with a
supermajority may, however, limit or suspend pre-emptive rights in certain
limited circumstances.
LIQUIDATION AND MERGER
Under Swiss law and our Articles of Association, we may be dissolved at any
time by a shareholders' resolution, which must be passed by (1) a supermajority
of at least three-quarters of the votes cast at the meeting in the event we are
to be dissolved by way of liquidation, or (2) a supermajority of at least
two-thirds of the votes represented and an absolute majority of the par value of
the shares represented at the meeting in other events. Dissolution by court
order is possible if we become bankrupt. Under Swiss law, any surplus arising
out of liquidation (after the settlement of all claims of all creditors) is
distributed to shareholders in proportion to the paid up nominal value of shares
held.
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DESCRIPTION OF TRUST PREFERRED SECURITIES
This prospectus describes the general terms and provisions of the trust
preferred securities that Credit Suisse Group Capital (Delaware) Trust I may
issue. When the trust offers to sell its trust preferred securities, we will
describe the specific terms of those securities in a supplement to this
prospectus. We will also indicate in the prospectus supplement whether the
general terms and provisions that we describe in this prospectus apply to those
securities. For a complete description of the material terms of the particular
issue of trust preferred securities, you must refer to both the applicable
prospectus supplement and to the following description.
The trust preferred securities will be issued in one series only by the
trust under the trust agreement of the trust. The trust agreement will be
qualified under the Trust Indenture Act. The trust agreement will authorize the
trustee of the trust, on behalf of the trust, to issue the trust preferred
securities. These securities will be certificates of beneficial interests in the
assets of the trust, the terms of which are set forth in the trust agreement.
The form of an amended and restated trust agreement has been filed as an exhibit
to the registration statement of which this prospectus forms a part, and you
should read the trust agreement for provisions that may be important to you. You
should read the applicable prospectus supplement for the specific terms of those
securities, including:
- the specific designation of the trust preferred securities;
- the number or liquidation amount of trust preferred securities;
- the distribution rate or rates, or method of calculation, the date or
dates on which the trust will pay distributions and the record date for
any distributions;
- the amount or amounts that the trust will pay out of its assets to the
holders of the trust preferred securities upon the trust's liquidation;
- the obligation, if any, of the trust to purchase or redeem the trust
preferred securities and the price or prices at which, the period or
periods within which, and the terms and conditions upon which the trust
will or may purchase or redeem trust preferred securities, in whole or in
part, pursuant to the obligation;
- the voting rights, if any, of the trust preferred securities, including
any vote required to amend the trust agreement;
- terms for any optional or mandatory conversion or exchange of trust
preferred securities into other securities, including shares of Credit
Suisse Group, or withdrawal of any securities represented by the trust
preferred securities; and
- any other relative rights, preferences, privileges, limitations or
restrictions of the trust preferred securities not inconsistent with the
trust agreement or applicable law.
The prospectus supplement relating to the particular trust preferred
securities may also include, if applicable, a discussion of certain U.S. federal
income tax and ERISA considerations.
In the event of an offering of trust preferred securities, the proceeds from
the sale of the trust preferred securities will be used by the trust to purchase
company preferred securities issued by Credit Suisse Group Capital (Delaware)
LLC I pursuant to this prospectus. The company preferred securities and the
related rights under the subordinated guarantee of Credit Suisse Group will be
held by the trust for the benefit of the holders of the trust preferred
securities.
Each trust preferred security will represent a corresponding amount of the
company preferred securities and related rights under the subordinated
guarantee. Except as provided in the relevant prospectus supplement, the trust
preferred securities will be perpetual and non-cumulative. The trust will pass
through the dividends it receives on the company preferred securities as
distributions on the
24
trust preferred securities. It will also pass through any redemption payment it
receives on the company preferred securities to redeem a corresponding amount of
the trust preferred securities.
Holders of the trust preferred securities will have the benefit of Credit
Suisse Group's subordinated guarantee of the dividend, redemption and
liquidation payment obligations under the company preferred securities as set
forth in the applicable prospectus supplement and in this prospectus under
"Description of Subordinated Guarantee in Connection with Trust Preferred
Securities and Company Preferred Securities."
Any capital raised by the offering of trust preferred securities is intended
to qualify as Tier 1 capital for Credit Suisse Group, calculated on a
consolidated basis, in accordance with Swiss banking law and under the relevant
regulatory capital guidelines of the Swiss Federal Banking Commission.
INFORMATION CONCERNING THE TRUSTEE
Chase Manhattan Bank USA, National Association, will be the trustee of the
trust. The trustee is required to perform only those duties that are
specifically set forth in the trust agreement, except when a default has
occurred and is continuing with respect to the trust preferred securities. After
a default, the trustee must exercise the same degree of care a prudent person
would exercise under the circumstances in the conduct of her or his own affairs.
Subject to these requirements, the trustee will be under no obligation to
exercise any of the powers vested in it by the trust agreement at the request of
any holder of trust preferred securities, unless the holder offers the trustee
reasonable indemnity against the cost, expenses and liabilities that might be
incurred by exercising those powers.
JPMorgan Chase Bank, an affiliate of Chase Manhattan Bank USA, National
Association, has loaned money to us and certain of our subsidiaries and
affiliates and provided other services to us and has acted as trustee or fiscal
agent under certain of our and our subsidiaries' and affiliates' indentures or
fiscal agency agreements in the past and may do so in the future as a part of
its regular business.
GOVERNING LAW
The trust preferred securities and the trust agreement will be governed by
and construed in accordance with the laws of the State of Delaware.
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DESCRIPTION OF COMPANY PREFERRED SECURITIES
This prospectus describes the general terms and provisions of the company
preferred securities that Credit Suisse Group Capital (Delaware) LLC I may
issue. When the company is issuing company preferred securities, we will
describe the specific terms of those securities in a supplement to this
prospectus. We will also indicate in the prospectus supplement whether the
general terms and provisions that we describe in this prospectus apply to those
securities. For a complete description of the material terms of the particular
issue of company preferred securities, you must refer to both the applicable
prospectus supplement and to the following description.
The company preferred securities will be issued in one series only by the
company under the LLC agreement of the company. The LLC agreement will authorize
the company to issue the company preferred securities, which will be held
initially by the trust, and to issue company common securities to Credit Suisse
Group or one of its branches or subsidiaries. The initial LLC Agreement has been
filed as an exhibit to the registration statement of which this prospectus forms
a part. When the specific terms of the company preferred securities are
determined, a form of amended and restated LLC agreement will be filed as an
exhibit to the registration statement or will be furnished to the SEC on a
Form 6-K that is incorporated by reference in the registration statement. Since
each trust preferred security represents a corresponding amount of company
preferred securities and related rights under the subordinated guarantee, you
should read the LLC agreement for provisions that may be important for you. You
should read the applicable prospectus supplement for the specific terms of the
company preferred securities, including:
- the specific designation of the company preferred securities;
- the number or liquidation preference of company preferred securities;
- the dividend rate or rates, or method of its calculation, the date or
dates on which the company will pay dividends and the record date for any
dividends;
- the amount or amounts that the company will pay out of its assets to the
holders of the company preferred securities upon the company's
liquidation;
- the obligation, if any, of the company to purchase or redeem the company
preferred securities and the price or prices at which, the period or
periods within which, and the terms and conditions upon which the company
will or may purchase or redeem company preferred securities, in whole or
in part, pursuant to the obligation;
- the voting rights, if any, of the company preferred securities and company
common securities, including any vote required to amend the LLC agreement;
- the criteria for determining whether and to what extent the company will
be required to pay dividends on the company preferred securities or will
be prohibited from paying dividends on the company preferred securities;
- terms for any optional or mandatory conversion or exchange of company
preferred securities into other securities, including shares of Credit
Suisse Group;
- whether and to what extent the company will be required to pay any
additional amounts in respect of withholding taxes;
- the right, if any, of the company to change the dividend preference of the
company preferred securities; and
- any other relative rights, preferences, privileges, limitations or
restrictions of the company preferred securities not inconsistent with the
LLC agreement or applicable law.
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In the event of an offering of trust preferred securities, the proceeds from
the sale of the company preferred securities to the trust and the company common
securities to Credit Suisse Group or one of its branches or subsidiaries will be
used by the company to acquire subordinated notes issued by Credit Suisse Group
or one of its branches or subsidiaries as contemplated by this prospectus.
Except as otherwise set forth in the applicable prospectus supplement, the
company preferred securities will be perpetual and non-cumulative. As will be
more fully described in the applicable prospectus supplement, the company's
obligations to pay dividends will be subject to provisions that generally
require the company to pay full or proportional dividends on the company
preferred securities when Credit Suisse Group pays dividends on its shares or on
other securities of Credit Suisse Group that rank equally with or junior to the
subordinated guarantee of the company preferred securities. The company
preferred securities will provide the trust as the initial holder thereof, and
accordingly the holders of the trust preferred securities, with rights to
dividends and redemption and liquidation payments that are similar to those of
the most senior ranking non-cumulative non-voting perpetual preferred equity
securities that could be issued directly by Credit Suisse Group that have
financial terms substantially similar to those of the company preferred
securities.
Credit Suisse Group will guarantee the obligations under the company
preferred securities that the company offers as set forth in the applicable
prospectus supplement and in this prospectus under "Description of Subordinated
Guarantee in Connection with Trust Preferred Securities and Company Preferred
Securities." The terms of the company common securities issued to Credit Suisse
Group will be set forth in the LLC agreement and described in the applicable
prospectus supplement.
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DESCRIPTION OF SUBORDINATED GUARANTEE IN CONNECTION WITH
TRUST PREFERRED SECURITIES AND COMPANY PREFERRED SECURITIES
Set forth below is a summary of information concerning the guarantee that
Credit Suisse Group will execute and deliver concurrently with any issuance by
the trust of the trust preferred securities and the company of the company
preferred securities for the benefit of the holders of the trust preferred
securities and the company preferred securities. The guarantee will be qualified
as an indenture under the Trust Indenture Act. The terms of the subordinated
guarantee will include both those stated in the subordinated guarantee agreement
and those made part of the subordinated guarantee agreement by the Trust
Indenture Act. The form of subordinated guarantee agreement has been filed as an
exhibit to the registration statement of which this prospectus forms a part.
Since each trust preferred security represents a corresponding amount of company
preferred securities and related rights under the subordinated guarantee, you
should read the subordinated guarantee agreement for provisions that may be
important to you.
GUARANTEED OBLIGATIONS
Under the subordinated guarantee, Credit Suisse Group will fully and
unconditionally guarantee, on a subordinated basis, the payment by the company
of the following, without duplication:
- any dividends due and payable on the company preferred securities;
- the redemption price payable with respect to any company preferred
securities called for redemption by the company;
- the liquidating distribution on each company preferred security payable
upon liquidation of the company; and
- any additional amounts payable by the company,
in each case, if and to the extent provided in the applicable prospectus
supplement.
Subject to the subordination provisions described below, Credit Suisse Group
will be obligated to make such payments as and when due, regardless of any
defense, right of set-off or counterclaim that Credit Suisse Group may have or
assert, other than the defense of payment, and whether or not the company has
legally available funds for the payments so guaranteed. Credit Suisse Group's
obligations under the subordinated guarantee will be several and independent of
the obligations of the company with respect to the company preferred securities.
SUBORDINATION
The subordinated guarantee will be a general and unsecured obligation of
Credit Suisse Group and, in liquidation of Credit Suisse Group, will rank, both
as to payment and in liquidation:
- subordinate and junior to all liabilities (including those in respect of
bonds, notes, debentures and guarantees of Credit Suisse Group) that do
not expressly rank equally with the obligations of Credit Suisse Group
under the subordinated guarantee; and
- senior to the shares of Credit Suisse Group and any other securities of
Credit Suisse Group expressed to rank junior to the most senior preference
shares of Credit Suisse Group (if any) from time to time outstanding.
The foregoing liabilities that rank senior to the subordinated guarantee are
collectively called "senior liabilities."
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The subordination provisions set out above will be irrevocable. Except as
set forth in the applicable prospectus supplement, Credit Suisse Group may not
create or permit to exist any charge or other security interest over its assets
to secure its obligations in respect of the subordinated guarantee.
ADDITIONAL AMOUNTS
If Credit Suisse Group is required to withhold or deduct any portion of a
payment under the subordinated guarantee, the applicable prospectus supplement
will provide whether and to what extent it will pay additional amounts in order
to cause the net amounts received by the holders of trust preferred securities
and company preferred securities to be the same as the holders would have
received in the absence of the withholding or deduction.
OTHER PROVISIONS
The guarantee trustee, on behalf of the holders of company preferred
securities, will have the right to enforce the subordinated guarantee directly
against Credit Suisse Group if Credit Suisse Group defaults under the
subordinated guarantee. The subordinated guarantee agreement will provide that,
to the fullest extent permitted by law, without the need for any action on the
part of the guarantee trustee or any other holder of the trust preferred
securities or the company preferred securities, each holder of the trust
preferred securities or the company preferred securities will be entitled to
enforce its rights directly under the subordinated guarantee with respect to
Credit Suisse Group's payment obligations thereunder.
COVENANTS
Credit Suisse Group may be subject to additional covenants, including
restrictive covenants. Such additional covenants in respect of the subordinated
guarantee will be set forth in the applicable prospectus supplement.
NO ASSIGNMENT
Credit Suisse Group may not assign its obligations under the subordinated
guarantee, except in the case of merger, consolidation, sale, lease or other
transfer of substantially all of its assets in which Credit Suisse Group is not
the surviving entity.
TERMINATION
The subordinated guarantee will terminate on the earlier of:
- the payment of the redemption price for all company preferred securities
or purchase and cancellation of all company preferred securities; and
- the full payment of the liquidating distribution on all company preferred
securities.
However, the subordinated guarantee will continue to be effective or will be
reinstated, as the case may be, if the holder is required to return any
liquidation or redemption payment made under the company preferred securities or
the subordinated guarantee.
AMENDMENTS
Any changes to the subordinated guarantee that affect the amount and timing
of the payments under the subordinated guarantee or reduce the amount of company
preferred securities whose holders must consent to an amendment must be approved
by each holder of company preferred securities. Any other provision of the
subordinated guarantee, including ranking, may be modified only with the prior
29
approval of the holders of not less than two-thirds (based on the aggregate
liquidation preference) of the outstanding company preferred securities.
Notwithstanding the foregoing, without the consent of any holder of company
preferred securities, Credit Suisse Group may amend or supplement the
subordinated guarantee agreement:
- to evidence the succession of another entity to Credit Suisse Group and
the assumption by any such successor of any covenants of Credit Suisse
Group in the subordinated guarantee agreement;
- to add to the covenants of Credit Suisse Group for the benefit of the
holders of company preferred securities, or to surrender any right or
power conferred upon Credit Suisse Group under the subordinated guarantee
agreement;
- to correct or supplement any provision in the subordinated guarantee
agreement that may be defective or inconsistent with any other provision
therein, or to make any other provisions with respect to matters or
questions arising under the subordinated guarantee agreement, so long as
any such action shall not materially adversely affect the interests of the
holders of company preferred securities;
- to modify or supplement the subordinated guarantee agreement to give
effect to any provision made invalid by any changes in the Investment
Company Act of 1940, as amended, or the Trust Indenture Act or any other
applicable law, provided that any such action does not cause any other
provision of the trust agreement to become invalid and does not materially
adversely affect the interests of the holders of the trust preferred
securities in any other manner; or
- to cure any ambiguity or correct any mistake.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
JPMorgan Chase Bank will be the guarantee trustee. The guarantee trustee
will be required to perform only those duties that are specifically set forth in
the subordinated guarantee, except when a default has occurred and is continuing
with respect to the subordinated guarantee. After a default, the guarantee
trustee must exercise the same degree of care that a prudent person would
exercise under the circumstances in the conduct of her or his own affairs.
Subject to these requirements, the guarantee trustee will be under no obligation
to exercise any of the powers vested in it by the subordinated guarantee at the
request of any holder of company preferred securities or any holder of trust
preferred securities, as the case may be, unless the holder offers the guarantee
trustee reasonable indemnity against the costs, expenses and liabilities that
might be incurred by exercising those powers.
JPMorgan Chase Bank has loaned money to us and certain of our subsidiaries
and affiliates and provided other services to us and has acted as trustee or
fiscal agent under certain of our and our subsidiaries' and affiliates'
indentures or fiscal agency agreements in the past and may do so in the future
as a part of its regular business.
GOVERNING LAW
The subordinated guarantee will be governed by and construed in accordance
with the laws of the State of New York.
30
DESCRIPTION OF SUBORDINATED NOTES IN CONNECTION WITH
TRUST PREFERRED SECURITIES AND COMPANY PREFERRED SECURITIES
In connection with any offering by the trust of trust preferred securities
and related company offering of company preferred securities, Credit Suisse
Group or one of its branches or subsidiaries will issue subordinated notes to
the company. Credit Suisse Group or such branch or subsidiary will issue the
subordinated notes to the company at the same time that the trust issues the
trust preferred securities and the company issues the company preferred
securities and company common securities. You should read the applicable
prospectus supplement for additional terms relating to the subordinated notes.
The subordinated notes will be perpetual obligations of Credit Suisse Group
or one of its branches or subsidiaries and will have the aggregate principal
amount set forth in the applicable prospectus supplement. Interest on the
subordinated notes will be payable on the interest payment dates and at the rate
or rates, including fixed or floating rates, specified in the applicable
prospectus supplement.
Interest due on an interest payment date may be deferrable at the option of
Credit Suisse Group or such branch or subsidiary as specified in the applicable
prospectus supplement.
REDEMPTION
The subordinated notes may be redeemable with the consent of the Swiss
Federal Banking Commission and at the option of Credit Suisse Group or its
branch or subsidiary at the price or prices, within the period or periods and
upon the terms, conditions or events specified in the applicable prospectus
supplement.
ADDITIONAL AMOUNTS
The applicable prospectus supplement will specify any additional amounts
payable if Credit Suisse Group or its branch or subsidiary is required to
withhold any taxes, duties or other governmental charges with respect to any
payment in respect of the subordinated notes.
SUBORDINATION
If issued by Credit Suisse Group or one of its branches, the subordinated
notes will be a general and unsecured obligation of Credit Suisse Group and, in
liquidation of Credit Suisse Group, will rank, both as to payment and in
liquidation:
- subordinate and junior to Credit Suisse Group's senior liabilities, as
defined under "Description of Subordinated Guarantee--Subordination," and
- senior to the shares of Credit Suisse Group and any other securities of
Credit Suisse Group expressed to rank junior to the most senior preference
shares of Credit Suisse Group (if any) from time to time outstanding.
The notes of any subsidiary of Credit Suisse Group designated as
subordinated will be subordinated obligations of such subsidiary guaranteed on a
subordinated basis by Credit Suisse Group.
Payments under the subordinated notes will be conditional upon Credit Suisse
Group's not being in default in the payment of Credit Suisse Group's senior
liabilities. The applicable prospectus supplement will set forth any other
conditions, including the solvency of Credit Suisse Group, to which some or all
of the payments under the subordinated notes may also be subject.
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ENFORCEMENT OF THE SUBORDINATED NOTES
Any consent, notice or other action (including any enforcement action) given
or taken by or on behalf of the company with respect to the subordinated notes
may be given or taken at the discretion of the management of the company as
described in the applicable prospectus supplement.
TRANSFER OF THE SUBORDINATED NOTES
The subordinated notes will be represented by a single definitive note
registered in the name of the company. The LLC agreement will provide that the
company may sell the subordinated notes only upon the approval of the management
of the company as described in the applicable prospectus supplement and by the
affirmative vote of the holders of two-thirds (based on the aggregate
liquidation preference) of the company preferred securities and other securities
ranking equally with the company preferred securities (if any), voting together
as a single class.
Except as set forth in the applicable prospectus supplement, the
subordinated notes will provide that they may be sold in whole and not in part
and may not be divided into denominations of less than $1,000.
EVENTS OF DEFAULT
Except as set forth in the applicable prospectus supplement, the
subordinated notes will not provide for acceleration if Credit Suisse Group or
its branch or subsidiary fails to make a payment when due. If Credit Suisse
Group or its branch or subsidiary fails to make a payment when due of an
installment of interest on the subordinated notes, the company will be entitled
to seek to enforce payment only of the defaulted installment but not in respect
of any failure to pay interest due under the subordinated notes that was
deferred to the extent permitted as specified in the applicable prospectus
supplement. A "default" under the subordinated notes will occur if Credit Suisse
Group or its branch or subsidiary fails to make a payment when due of an
installment of principal or interest.
MODIFICATION AND AMENDMENT OF THE SUBORDINATED NOTES
The subordinated notes may be modified or amended only by the written
agreement of Credit Suisse Group or its branch or subsidiary, on the one hand,
and the company, on the other. However, the LLC agreement will provide that the
company may not agree to any such modification or amendment for so long as any
company preferred securities or other securities ranking equally with the
company preferred securities (if any) are outstanding unless holders of
two-thirds (based on the aggregate liquidation preference) of the company
preferred securities and other securities ranking equally with the company
preferred securities (if any), voting as a class, consent to such modification
or amendment, except if the proposed amendment or modification would not
materially and adversely affect the rights, preferences, powers or privileges of
the company, or as otherwise set forth in the applicable prospectus supplement.
GOVERNING LAW
The subordinated notes will be governed by and construed in accordance with
the laws of the State of New York.
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ERISA
ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, or
the Code, impose certain restrictions on (a) employee benefit plans, including
entities such as collective investment funds and separate accounts, that are
subject to Title I of ERISA, (b) plans described in Section 4975(e)(1) of the
Code, including individual retirement accounts and Keogh plans, subject to
Section 4975 of the Code and (c) any entities whose underlying assets include
"plan assets" by reason of the Plan Asset Regulation (as defined below) or
otherwise, each of which we refer to as a Plan. ERISA also imposes certain
duties on persons who are fiduciaries with respect to Plans subject to ERISA. In
accordance with ERISA's general fiduciary requirements, a fiduciary with respect
to any such Plan who is considering the purchase of securities on behalf of such
Plan should determine whether such purchase is permitted under the governing
plan documents and is prudent and appropriate for the Plan in view of its
overall investment policy and the composition and diversification of its
portfolio.
The Department of Labor has issued a regulation (29 C.F.R. Section
2510.3-101) concerning the definition of what constitutes the assets of a Plan
for purposes of ERISA and Section 4975 of the Code, or the Plan Asset
Regulation. The Plan Asset Regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities that are not "operating companies" in which a Plan
purchases an equity interest will be deemed for purposes of ERISA and
Section 4975 of the Code to be assets of the investing Plan unless certain
exceptions apply. Under one such exception, the assets of such an entity are not
considered to be plan assets where a Plan makes an investment in an equity
interest that is a "publicly-offered security." A "publicly-offered security" is
a security that is (a) "freely transferable," (b) part of a class of securities
that is "widely held" and (c) part of a class of securities that is registered
under Section 12 of the Exchange Act or sold to the Plan as part of an offering
of securities to the public pursuant to an effective registration statement
under the Securities Act and the class of securities of which such security is a
part is registered under the Exchange Act within 120 days (or such later time as
may be allowed by the SEC) after the end of the fiscal year of the issuer during
which the offering of such securities to the public occurred.
Section 406 of ERISA and Section 4975 of the Code prohibit certain
transactions involving Plans, and certain persons, referred to as "parties in
interest" under ERISA or "disqualified persons" under the Code, having certain
relationships with such Plans. We and certain of our subsidiaries, controlling
shareholders and other affiliates may each be considered a "party in interest"
or "disqualified person" with respect to many Plans. Prohibited transactions
within the meaning of ERISA or the Code may arise, for example, if these
securities are acquired by or with the assets of a Plan with respect to which
one of these entities is a service provider, unless the securities are acquired
pursuant to a statutory or an administrative exemption.
The acquisition of the securities may be eligible for one of the exemptions
noted below if the acquisition:
- is made solely with the assets of a bank collective investment fund and
satisfies the requirements and conditions of Prohibited Transaction Class
Exemption, or PTCE, 91-38 issued by the Department of Labor;
- is made solely with assets of an insurance company pooled separate account
and satisfies the requirements and conditions of PTCE 90-1 issued by the
Department of Labor;
- is made solely with assets managed by a qualified professional asset
manager and satisfies the requirements and conditions of PTCE 84-14 issued
by the Department of Labor;
- is made solely with assets of an insurance company general account and
satisfies the requirements and conditions of PTCE 95-60 issued by the
Department of Labor; or
33
- is made solely with assets managed by an in-house asset manager and
satisfies the requirements and conditions of PTCE 96-23 issued by the
Department of Labor.
Governmental plans and certain church plans, while not subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of ERISA or Section 4975 of the Code, may nevertheless be subject to
local, state or other federal laws that are substantially similar to the
foregoing provisions of ERISA and the Code. Fiduciaries of any such plan should
consult legal counsel before purchasing these securities.
Please consult the applicable prospectus supplement for further information
with respect to a particular offering. Depending upon the security offered,
restrictions on purchase or transfer to, by or on behalf of a Plan may apply.
34
PLAN OF DISTRIBUTION
We may sell our securities through agents, underwriters, dealers or directly
to purchasers.
Our agents may solicit offers to purchase our securities.
- We will name any agent involved in offering or selling our securities, and
any commissions that we will pay to the agent, in our prospectus
supplement.
- Unless we indicate otherwise in our prospectus supplement, our agents will
act on a best efforts basis for the period of their appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
any of our securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
- If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of our securities.
- We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers will
receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell our
securities.
- If we use an underwriter or underwriters, the underwriter or underwriters
will acquire our securities for their own account and may resell our
securities in one or more transactions, including negotiated transactions.
These sales will be made at a fixed price or at varying prices determined
at the time of the sale.
We may use a dealer to sell our securities.
- If we use a dealer, we, as principal, will sell our securities to the
dealer.
- The dealer will then sell our securities to the public at varying prices
that the dealer will determine at the time it sells our securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
Credit Suisse First Boston Corporation, which we call CSFB Corp., is a
subsidiary of Credit Suisse Group. Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc., or NASD, imposes certain
requirements when an NASD member, such as CSFB Corp., distributes an affiliated
company's securities. If CSFB Corp. or our other U.S.-registered broker-dealer
subsidiaries or affiliates participate in the distribution of our securities, we
will conduct the offering in accordance with the applicable provisions of
Section 2720 of the NASD Conduct Rules.
In compliance with NASD guidelines, the maximum commission or discount to be
received by any NASD member or independent broker dealer may not exceed 8% of
the aggregate amount of the securities offered pursuant to this prospectus and
any applicable prospectus supplement; however, it is anticipated that the
maximum commission or discount to be received in any particular offering of
securities will be significantly less than this amount.
We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
35
We may indemnify agents, underwriters and dealers against certain
liabilities, including liabilities under the Securities Act. Our agents,
underwriters and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for, us or our subsidiaries and affiliates
in the ordinary course of business.
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
- We will indicate in our prospectus supplements the commission that
underwriters and agents soliciting purchases of our securities under
delayed contracts will be entitled to receive.
Any of our broker-dealer subsidiaries or affiliates, including CSFB Corp.,
may use this prospectus and our prospectus supplements in connection with offers
and sales of our securities in connection with market-making transactions by and
through our broker-dealer subsidiaries or affiliates, including CSFB Corp., at
prices that relate to the prevailing market prices of our securities at the time
of the sale or otherwise. Any of our broker-dealer subsidiaries and affiliates,
including CSFB Corp., may act as principal or agent in these transactions. None
of our broker-dealer subsidiaries and affiliates has any obligation to make a
market in any of our offered securities and may discontinue any market-making
activities at any time without notice, at its sole discretion.
LEGAL MATTERS
Certain legal matters with respect to U.S. law relating to the offering of
our securities will be passed upon for us by Cleary, Gottlieb, Steen & Hamilton,
New York, New York, our U.S. counsel. Certain legal matters with respect to
Swiss law relating to the offering of our securities will be passed upon for us
by Homburger, Zurich, Switzerland, our Swiss counsel. Cravath, Swaine & Moore,
New York, New York will pass upon certain legal matters under U.S. law relating
to the offering of our securities for any agents or underwriters. Cravath,
Swaine & Moore regularly provides legal services to us and our subsidiaries and
affiliates. Certain matters of Delaware law relating to the offering of the
trust preferred securities, the company preferred securities and the debt
securities of the finance subsidiary will be passed upon for the company, the
trust and the finance subsidiary by Richards, Layton & Finger, P.A., Wilmington,
Delaware.
EXPERTS
We incorporate by reference into this prospectus and our registration
statement our consolidated financial statements and schedules as of
December 31, 2001 and 2000, and for the years ended December 31, 2001, 2000 and
1999. We have relied on the reports of KPMG Klynveld Peat Marwick Goerdeler SA,
independent public accountants, also incorporated by reference into this
prospectus and our registration statement, and upon their authority as experts
in accounting and auditing.
The audit report covering the consolidated financial statements for the year
ended December 31, 2001 contains an explanatory paragraph that states that Swiss
GAAP varies in certain significant respects from U.S. GAAP and that the
application of U.S. GAAP would have affected shareholders' equity as of
December 31, 2001 and 2000 and the results of operations for each of the three
years ended December 31, 2001, to the extent summarized in note 46 to the
consolidated financial statements.
36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
CREDIT SUISSE GROUP
Under Swiss law, directors and senior officers acting in violation of their
statutory duties--whether dealing with bona fide third parties or performing any
other acts on behalf of the corporation--may become liable to the corporation,
its shareholders and (in bankruptcy) its creditors for damages. The directors'
liability is joint and several but only to the extent the damage is attributable
to each director based on willful or negligent violation of duty. If the board
of directors lawfully delegated the power to carry out day-to-day management to
a different corporate body, e.g., the executive board, the board of directors is
not vicariously liable for the acts of the members of the executive board.
Instead, the directors can be held liable for their failure to properly select,
instruct or supervise the executive board members. If directors and officers
enter into a transaction on behalf of the corporation with bona fide third
parties in violation of their statutory duties, the transaction is nevertheless
valid as long as it is not excluded by the corporation's business purpose.
Because Credit Suisse Group is a Swiss company headquartered in Switzerland,
many of the directors and officers of Credit Suisse Group are residents of
Switzerland and not the United States. As a result, U.S. investors may find it
difficult in a lawsuit based on the civil liability provisions of the U.S.
federal securities laws to:
- serve legal process on Credit Suisse Group or its directors and executive
officers or have any of them appear in a U.S. court; and
- enforce against those persons in Switzerland, whether in original actions
or in actions for enforcement of judgments of U.S. courts, liabilities
based solely on the federal securities laws of the United States.
Neither the Articles of Association of Credit Suisse Group nor Swiss
statutory law contains provisions regarding the indemnification of directors and
officers.
According to general principles of Swiss employment law, an employer may,
under certain circumstances, be required to indemnify an employee against losses
and expenses incurred by him in the execution of his duties under an employment
agreement, unless the losses and expenses arise from the employee's gross
negligence or willful misconduct.
Credit Suisse Group maintains directors' and officers' insurance for its
directors and officers.
CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST I
Section 7 of the initial trust agreement relating to the formation of Credit
Suisse Group Capital (Delaware) Trust I provides as follows regarding
indemnification:
"7. (a) The Trustee and its officers, directors, agents and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the
Depositor, the Trustees or any holder of the Trust Securities for any loss,
damage or claim incurred by reason of any act or omission performed or
omitted by the Fiduciary Indemnified Persons in good faith on behalf of the
Trust and in a manner the Fiduciary Indemnified Persons reasonably believed
to be within the scope of authority conferred on the Fiduciary Indemnified
Persons by this Trust Agreement or by law, except that the Fiduciary
Indemnified Persons shall be liable for any such loss, damage or claim
incurred by reason of the Fiduciary Indemnified Person's negligence, bad
faith or willful misconduct with respect to such acts or omissions.
(b) The Fiduciary Indemnified Persons shall be fully protected in
relying in good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to
II-1
the Trust by any person as to matters the Fiduciary Indemnified Persons
reasonably believe are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Trust, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits, losses, or any other
facts pertinent to the existence and amount of assets from which
distributions to holders of Trust Securities might properly be paid.
(c) The Depositor agrees, to the fullest extent permitted by applicable
law, (i) to indemnify and hold harmless each Fiduciary Indemnified Person,
or any of its officers, directors, shareholders, employees, representatives
or agents, from and against any loss, damage, liability, tax, penalty,
expense or claim of any kind or nature whatsoever incurred by the Fiduciary
Indemnified Persons by reason of the creation, operation or termination of
the Trust in a manner the Fiduciary Indemnified Persons reasonably believed
to be within the scope of authority conferred on the Fiduciary Indemnified
Persons by this Trust Agreement, except that no Fiduciary Indemnified
Persons shall be entitled to be indemnified in respect of any loss, damage
or claim incurred by the Fiduciary Indemnified Persons by reason of
negligence, bad faith or willful misconduct with respect to such acts or
omissions, and (ii) to advance expenses (including legal fees) incurred by a
Fiduciary Indemnified Person in defending any claim, demand, action, suit or
proceeding, from time to time, prior to the final disposition of such claim,
demand, action, suit or proceeding, upon receipt by the Trust of an
undertaking by or on behalf of such Fiduciary Indemnified Persons to repay
such amount if it shall be determined that such Fiduciary Indemnified Person
is not entitled to be indemnified as authorized in the preceding subsection.
(d) The provisions of this Section shall survive the termination of this
Trust Agreement or the earlier resignation or removal of the Fiduciary
Indemnified Persons."
CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC I AND CREDIT SUISSE GROUP FINANCE
(DELAWARE) LLC I
The Delaware Limited Liability Company Act provides that, subject to such
standards and restrictions, if any, as are set forth in its limited liability
company agreement, a limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever.
The initial limited liability company agreements relating to the formation
of Credit Suisse Group Capital (Delaware) LLC I and Credit Suisse Group Finance
(Delaware) LLC I provide as follows regarding indemnification:
"EXCULPATION AND INDEMNIFICATION. No member of the Company or Officer
shall be liable to the Company, or any other person or entity who has an
interest in the Company, for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such member of the Company or
Officer in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of the authority conferred on such member or
Officer by this Agreement, except that a member of the Company or Officer
shall be liable for any such loss, damage or claim incurred by reason of
such member's or Officer's willful misconduct. To the fullest extent
permitted by applicable law, a member of the Company or Officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such member or Officer by reason of any act or omission
performed or omitted by such member or Officer in good faith on behalf of
the Company and in a manner reasonably believed to be within the scope of
the authority conferred on such member or Officer by this Agreement, except
that no member of the Company or Officer shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by such member or Officer
by reason of willful misconduct with respect to such acts or omissions;
PROVIDED, HOWEVER, that any indemnity under this Section . . . shall be
provided out of and to the extent of Company assets only, and no member of
the Company shall have personal liability on account thereof."
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ITEM 9. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
1.1* Form of Underwriting Agreement relating to Debt Securities.
1.2* Form of Underwriting Agreement relating to Warrants.
1.3* Form of Underwriting Agreement relating to Trust Preferred
Securities.
1.4* Form of Underwriting Agreement relating to Guaranteed Debt
Securities.
4.1** Form of Senior Indenture between Credit Suisse Group and
JPMorgan Chase Bank, as trustee.
4.2** Form of Subordinated Indenture between Credit Suisse Group
and JPMorgan Chase Bank, as trustee.
4.3** Form of Senior Guaranteed Indenture among Credit Suisse
Group Finance (Delaware) LLC I, JPMorgan Chase Bank, as
trustee, and Credit Suisse Group, as guarantor.
4.4** Form of Subordinated Guaranteed Indenture among Credit
Suisse Group Finance (Delaware) LLC I, JPMorgan Chase Bank,
as trustee, and Credit Suisse Group, as guarantor.
4.5** Form of Amended and Restated Trust Agreement of Credit
Suisse Group Capital (Delaware) Trust I.
4.6** Limited Liability Company Agreement of Credit Suisse Group
Capital (Delaware) LLC I.
4.7* Form of Amended and Restated Limited Liability Company
Agreement of Credit Suisse Group Capital (Delaware) LLC I.
4.8** Form of Subordinated Guarantee Agreement in connection with
trust preferred securities and company preferred securities.
4.9** Form of Senior Debt Security.
4.10** Form of Subordinated Debt Security.
4.11** Form of Senior Guaranteed Debt Security, including the form
of Senior Guarantee endorsed thereon.
4.12** Form of Subordinated Guaranteed Debt Security, including the
form of Subordinated Guarantee endorsed thereon.
4.13** Form of Trust Preferred Security (included in Exhibit 4.5).
4.14* Form of Company Preferred Security.
4.15* Form of Subordinated Note in connection with trust preferred
securities and company preferred securities.
4.16* Form of Debt Warrant Agreement for Warrants sold attached to
Debt Securities.
4.17* Form of Debt Warrant Agreement for Warrants sold alone.
4.18* Form of Universal Warrant Agreement.
4.19* Form of Equity Warrant Agreement.
4.20 Form of share certificate (incorporated by reference to
Exhibit 2.2 to Credit Suisse Group's Registration Statement
on Form 20-F dated September 21, 2001).
4.21** Articles of Association (STATUTEN) of Credit Suisse Group as
of September 11, 2002.
4.22 Form of Deposit Agreement among Credit Suisse Group,
Deutsche Bank Trust Company Americas, formerly Bankers Trust
Company, as depositary, and all holders and beneficial
owners from time to time of American Depositary Receipts
issued thereunder, including the Form of American Depositary
Receipt (incorporated by reference to Exhibit (a)(1) of the
Post-Effective Amendment No. 1 to the Registration Statement
on Form F-6 of Credit Suisse Group, Registration No.
333-13926).
II-3
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
4.23 Form of Supplemental Agreement No. 1 to Deposit Agreement
among Credit Suisse Group, Deutsche Bank Trust Company
Americas, formerly Bankers Trust Company, as depositary, and
all holders and beneficial owners from time to time of
American Depositary Receipts issued thereunder, including
the Form of American Depositary Receipt (incorporated by
reference to Exhibit (a)(2) of the Post-Effective Amendment
No. 1 to the Registration Statement on Form F-6 of Credit
Suisse Group, Registration No. 333-13926).
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton.
5.2** Opinion of Homburger.
5.3** Opinion of Richards, Layton & Finger, P.A.
23.1** Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1).
23.2** Consent of Homburger (included in Exhibit 5.2).
23.3** Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.3).
23.4*** Consent of KPMG Klynveld Peat Marwick Goerdeler SA.
24.1** Powers of Attorney (included on the signature pages of this
registration statement).
25.1** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of JPMorgan Chase Bank, as trustee, under
the indentures relating to Credit Suisse Group, as issuer,
and the subordinated guarantee agreement.
25.2** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of JPMorgan Chase Bank, as trustee, under
the indentures relating to Credit Suisse Group Finance
(Delaware) LLC I, as issuer, and Credit Suisse Group, as
guarantor.
25.3** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Chase Manhattan Bank USA, National
Association, as trustee, under the trust agreement.
------------------------
* To be filed by amendment or incorporated by reference. Credit Suisse Group
will furnish on a Form 6-K and incorporate by reference any related form
used in the future and not previously filed by means of an amendment or
incorporated by reference.
** Previously filed.
*** Filed herewith.
ITEM 10. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
II-4
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by Credit Suisse Group pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) In the case of Credit Suisse Group, to file a post-effective
amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Securities Act of 1933 need
not be furnished, PROVIDED, that Credit Suisse Group includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Securities
Act of 1933 or Item 8.A. of Form 20-F if such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission by Credit Suisse Group pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Credit Suisse Group's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in Item 8 above or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Zurich, Switzerland, on the 18th day of November, 2002.
CREDIT SUISSE GROUP
By: /s/ DAVID P. FRICK
-----------------------------------------
Name: David P. Frick
Title: General Counsel
By: /s/ KIM FOX-MOERTL
-----------------------------------------
Name: Kim Fox-Moertl
Title: Managing Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Philip K. Ryan, David P. Frick and Kim
Fox-Moertl, jointly and severally, his/her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign any and all
post-effective amendments to the Registration Statement on Form F-3 (including
any Registration Statement filed pursuant to Rule 462(b) under the Securities
Act of 1933), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities on the 18th day of November, 2002.
SIGNATURE TITLE
--------------------------------------------------- ------------------------------------------------
/s/ LUKAS MUHLEMANN
-------------------------------------------------- Chairman of the Board of Directors and Chief
Lukas Muhlemann Executive Officer
/s/ PHILIP K. RYAN
-------------------------------------------------- Chief Financial Officer
Philip K. Ryan
/s/ PETER W. BACHMANN
-------------------------------------------------- Principal Accounting Officer
Peter W. Bachmann
II-6
SIGNATURE TITLE
--------------------------------------------------- ------------------------------------------------
/s/ PETER BRABECK-LETMATHE
-------------------------------------------------- Vice Chairman of the Board of Directors
Peter Brabeck-Letmathe
/s/ WALTER B. KIELHOLZ
-------------------------------------------------- Vice Chairman of the Board of Directors
Walter B. Kielholz
/s/ THOMAS W. BECHTLER
-------------------------------------------------- Director
Thomas W. Bechtler
/s/ THOMAS D. BELL
-------------------------------------------------- Director
Thomas D. Bell
/s/ ROBERT H. BENMOSCHE
-------------------------------------------------- Director
Robert H. Benmosche
/s/ MARC-HENRI CHAUDET
-------------------------------------------------- Director
Marc-Henri Chaudet
/s/ AZIZ R.D. SYRIANI
-------------------------------------------------- Director
Aziz R.D. Syriani
/s/ ERNST TANNER
-------------------------------------------------- Director
Ernst Tanner
/s/ DANIEL L. VASELLA
-------------------------------------------------- Director
Daniel L. Vasella
CREDIT SUISSE FIRST BOSTON (USA), INC. Authorized Representative in the United States
By: /s/ GARY G. LYNCH
---------------------------------------
Name: Gary G. Lynch
Title: General Counsel
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Guernsey, Channel Islands, on the 18th day of November, 2002.
CREDIT SUISSE GROUP FINANCE (DELAWARE) LLC I
By: /s/ ANTHONY L. LE CONTE
-----------------------------------------
Name: Anthony L. Le Conte
Title: Chief Executive Officer and
President
By: /s/ KENNETH C. WALLBRIDGE
-----------------------------------------
Name: Kenneth C. Wallbridge
Title: Company Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Anthony L. Le Conte, Philip K. Ryan, David
Meyerhoff and Kenneth C. Wallbridge, jointly and severally, his/her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to the Registration
Statement on Form F-3 (including any Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
--------------------------------------------------- ------------------------------------ ----------------------
/s/ ANTHONY L. LE CONTE
---------------------------------------- Chief Executive November 18, 2002
Anthony L. Le Conte Officer and President
/s/ PHILIP K. RYAN
---------------------------------------- Officer November 18, 2002
Philip K. Ryan
/s/ DAVID MEYERHOFF
---------------------------------------- Officer November 18, 2002
David Meyerhoff
/s/ KENNETH C. WALLBRIDGE
---------------------------------------- Company Secretary November 18, 2002
Kenneth C. Wallbridge
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Guernsey, Channel Islands, on the 18th day of November, 2002.
CREDIT SUISSE GROUP CAPITAL (DELAWARE) TRUST I
By: CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC I
By: /s/ ANTHONY L. LE CONTE
--------------------------------------------
Name: Anthony L. Le Conte
Title: Chief Executive Officer and President
By: /s/ KENNETH C. WALLBRIDGE
--------------------------------------------
Name: Kenneth C. Wallbridge
Title: Company Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
----------------------------------------------------- --------------------------- ------------------
CREDIT SUISSE GROUP CAPITAL
(DELAWARE) LLC I Grantor November 18, 2002
By: /s/ ANTHONY L. LE CONTE
--------------------------------------
Name: Anthony L. Le Conte
Title: Chief Executive Officer and
President
By: /s/ KENNETH C. WALLBRIDGE
--------------------------------------
Name: Kenneth C. Wallbridge
Title: Company Secretary
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Guernsey, Channel Islands, on the 18th day of November, 2002.
CREDIT SUISSE GROUP CAPITAL (DELAWARE) LLC I
By: /s/ ANTHONY L. LE CONTE
----------------------------------------------
Name: Anthony L. Le Conte
Title: Chief Executive Officer and President
By: /s/ KENNETH C. WALLBRIDGE
----------------------------------------------
Name: Kenneth C. Wallbridge
Title: Company Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Anthony L. Le Conte, Philip K. Ryan, David
Meyerhoff and Kenneth C. Wallbridge, jointly and severally, his/her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to the Registration
Statement on Form F-3 (including any Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
----------------------------------------------------- --------------------------- -----------------
/s/ ANTHONY L. LE CONTE
------------------------------------------- Chief Executive November 18, 2002
Anthony L. Le Conte Officer and President
/s/ PHILIP K. RYAN
------------------------------------------- Officer November 18, 2002
Philip K. Ryan
/s/ DAVID MEYERHOFF
------------------------------------------- Officer November 18, 2002
David Meyerhoff
/s/ KENNETH C. WALLBRIDGE
------------------------------------------- Company Secretary November 18, 2002
Kenneth C. Wallbridge
II-10
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
1.1* Form of Underwriting Agreement relating to Debt Securities.
1.2* Form of Underwriting Agreement relating to Warrants.
1.3* Form of Underwriting Agreement relating to Trust Preferred
Securities.
1.4* Form of Underwriting Agreement relating to Guaranteed Debt
Securities.
4.1** Form of Senior Indenture between Credit Suisse Group and
JPMorgan Chase Bank, as trustee.
4.2** Form of Subordinated Indenture between Credit Suisse Group
and JPMorgan Chase Bank, as trustee.
4.3** Form of Senior Guaranteed Indenture among Credit Suisse
Group Finance (Delaware) LLC I, JPMorgan Chase Bank, as
trustee, and Credit Suisse Group, as guarantor.
4.4** Form of Subordinated Guaranteed Indenture among Credit
Suisse Group Finance (Delaware) LLC I, JPMorgan Chase Bank,
as trustee, and Credit Suisse Group, as guarantor.
4.5** Form of Amended and Restated Trust Agreement of Credit
Suisse Group Capital (Delaware) Trust I.
4.6** Limited Liability Company Agreement of Credit Suisse Group
Capital (Delaware) LLC I.
4.7* Form of Amended and Restated Limited Liability Company
Agreement of Credit Suisse Group Capital (Delaware) LLC I.
4.8** Form of Subordinated Guarantee Agreement in connection with
trust preferred securities and company preferred securities.
4.9** Form of Senior Debt Security.
4.10** Form of Subordinated Debt Security.
4.11** Form of Senior Guaranteed Debt Security, including the form
of Senior Guarantee endorsed thereon.
4.12** Form of Subordinated Guaranteed Debt Security, including the
form of Subordinated Guarantee endorsed thereon.
4.13** Form of Trust Preferred Security (included in Exhibit 4.5).
4.14* Form of Company Preferred Security.
4.15* Form of Subordinated Note issued in connection with trust
preferred securities and company preferred securities.
4.16* Form of Debt Warrant Agreement for Warrants sold attached to
Debt Securities.
4.17* Form of Debt Warrant Agreement for Warrants sold alone.
4.18* Form of Universal Warrant Agreement.
4.19* Form of Equity Warrant Agreement.
4.20 Form of share certificate (incorporated by reference to
Exhibit 2.2 to Credit Suisse Group's Registration Statement
on Form 20-F dated September 21, 2001).
4.21** Articles of Association (STATUTEN) of Credit Suisse Group as
of September 11, 2002.
4.22 Form of Deposit Agreement among Credit Suisse Group,
Deutsche Bank Trust Company Americas, formerly Bankers Trust
Company, as depositary, and all holders and beneficial
owners from time to time of American Depositary Receipts
issued thereunder, including the Form of American Depositary
Receipt (incorporated by reference to Exhibit (a)(1) of the
Post-Effective Amendment No. 1 to the Registration Statement
on Form F-6 of Credit Suisse Group, Registration
No. 333-13926).
4.23 Form of Supplemental Agreement No. 1 to Deposit Agreement
among Credit Suisse Group, Deutsche Bank Trust Company
Americas, formerly Bankers Trust Company, as depositary, and
all holders and beneficial owners from time to time of
American Depositary Receipts issued thereunder, including
the Form of American Depositary Receipt (incorporated by
reference to Exhibit (a)(2) of the Post-Effective Amendment
No. 1 to the Registration Statement on Form F-6 of Credit
Suisse Group, Registration No. 333-13926).
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
5.1** Opinion of Cleary, Gottlieb, Steen & Hamilton.
5.2** Opinion of Homburger.
5.3** Opinion of Richards, Layton & Finger, P.A.
23.1** Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1).
23.2** Consent of Homburger (included in Exhibit 5.2).
23.3** Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.3).
23.4*** Consent of KPMG Klynveld Peat Marwick Goerdeler SA.
24.1** Powers of Attorney (included on the signature pages of this
registration statement).
25.1** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of JPMorgan Chase Bank, as trustee, under
the indentures relating to Credit Suisse Group, as issuer,
and the subordinated guarantee agreement.
25.2** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of JPMorgan Chase Bank, as trustee, under
the indentures relating to Credit Suisse Group Finance
(Delaware) LLC I, as issuer, and Credit Suisse Group, as
guarantor.
25.3** Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Chase Manhattan Bank USA, National
Association, as trustee, under the trust agreement.
------------------------
* To be filed by amendment or incorporated by reference. Credit Suisse Group
will furnish on a Form 6-K and incorporate by reference any related form
used in the future and not previously filed by means of an amendment or
incorporated by reference.
** Previously filed.
*** Filed herewith.