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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated December 9, 2002
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 9, 2002
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Commission File Number 001-15244
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CREDIT SUISSE GROUP
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(Translation of registrant's name into English)
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F /X/ Form 40-F / /
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Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the rules of
the home country exchange on which the registrant's securities are traded, as
long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security holders, and,
if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes / / No /X/
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
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[Credit Suisse Group Logo]
Press Release
Media Relations
CREDIT SUISSE GROUP
P.O. Box 1
CH-8070 Zurich
Telephone +41-1-333 8844
Fax +41-1-333 8877
e-mail media.relations@csg.ch
CREDIT SUISSE GROUP TO LAUNCH BOOKBUILDING FOR
CHF 1.0 BILLION MANDATORY CONVERTIBLE SECURITIES
ZURICH, DECEMBER 9, 2002 - TODAY, CREDIT SUISSE GROUP LAUNCHES THE BOOKBUILDING
FOR THE MANDATORY CONVERTIBLE SECURITIES, ANNOUNCED ON NOVEMBER 26, 2002.
The Mandatory Convertible Securities (MCS) issued by Credit Suisse Group
Finance (Guernsey) Ltd., irrevocably and unconditionally guaranteed on a
subordinated basis by Credit Suisse Group, have been offered to existing
shareholders, where permitted by law, on the basis of advance subscription
rights between December 2 and December 6, 2002. In this period, shareholders
have exercised advance subscription rights for MCS in the aggregate nominal
amount of CHF 77 million. MCS not subscribed by shareholders will be offered
to investors in an open price bookbuilding starting today.
The indicative terms are, for the fixed coupon 5.75% to 6.25% and for the
maximum conversion premium 18% to 22%. The minimum and maximum conversion
price will be determined based on the volume weighted average price of a
Credit Suisse Group share on the pricing date. The MCS offering in the amount
of CHF 1.0 billion, with the option to increase the offering by CHF 250
million, is expected to price today.
Credit Suisse First Boston is sole bookrunner and lead manager of the MCS
offering.
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ENQUIRIES
Credit Suisse Group, Media Relations Telephone +41 1 333 8844
Credit Suisse Group, Investor Relations Telephone +41 1 333 4570
Internet www.credit-suisse.com
CREDIT SUISSE GROUP
Credit Suisse Group is a leading global financial services company
headquartered in Zurich. The business unit Credit Suisse Financial Services
provides private clients and small and medium-sized companies with private
banking and financial advisory services, banking products, and pension and
insurance solutions from Winterthur. The business unit Credit Suisse First
Boston, an investment bank, serves global institutional, corporate,
government and individual clients in its role as a financial intermediary.
Credit Suisse Group's registered shares (CSGN) are listed in Switzerland and
Frankfurt, and in the form of American Depositary Shares (CSR) in New York.
The Group employs around 80,000 staff worldwide. As of September 30, 2002, it
reported assets under management of CHF 1,221.8 billion.
LEGAL DISCLAIMER
This press release does not constitute an offer to buy or to subscribe for
securities of Credit Suisse Group or any of its affiliates and it does not
constitute an offering circular within the meaning of Art. 652a or Art. 1156
of the Swiss Code of Obligations or a listing prospectus within the meaning
of the listing rules of SWX Swiss Exchange.
The distribution of this press release and the offering or sale of the
advance subscription rights, MCS or shares in certain jurisdictions may be
restricted by law. None of the issuer, Credit Suisse Group or Credit Suisse
First Boston is making an offer to sell the advance subscription rights, MCS
or shares in any jurisdiction where such offer or sale is not permitted.
Any offer of Notes in Australia is only made to institutional investors to
whom an offer of Notes does not require disclosure to investors under Section
708(8) or section 708(11) of the Corporations Act. Neither the Issuer nor the
Guarantor has offered or issued or will offer or issue the Notes to any
person with the purpose of such person selling or transferring the Notes, or
granting, issuing or transferring interest in, or options over, The Notes.
Any purchaser acknowledges that, for a period of 12 months after the issue of
the Notes, they must not sell or offer to sell the Notes to any person other
than a person to whom an offer of the Notes would be exempt under Section 708
of the Corporations Act from the requirement for disclosure to investors.
In Belgium, the advance subscription rights and the MCS will be offered only
to professional investors acting for their own account.
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Advance subscription rights in relation to the Notes may not be offered or
sold in France. The offering of the Notes in France, if any, will be made
only to qualified investors ("investisseurs qualifies") acting for their own
behalf as defined in article L. 411-2 of the French Code Monetaire et
Financier and Decret no. 98-880 dated October 1, 1998. No offering circular
subject to the clearance ("visa") of the French "Commission des operations de
bourse" has been or will be prepared in connection with the offering of the
Notes in France under any cir-cumstances. The Notes may in no instance be
offered or sold to the public in France and no material or information
contained herein may be released, issued or distributed or caused to be
released, issued or distributed to the public in France, or used in
connection with any offering in respect of the Notes to the public in France.
The direct or indirect resale to the public in France of any Notes acquired
by qualified investors may be made only as provided by articles L. 412-1 and
L. 621-8 of the French Code Monetaire et Financier and applicable regulations
thereunder. Persons into whose possession materials relating to the Notes
come must inform themselves about and observe any such restrictions.
The advance subscription rights and the MCS not subscribed during the advance
subscription period may not be publicly offered in Germany.
No action has been taken to authorise the offer of any Note to the public in
Hong Kong. Accordingly, the Notes may not be offered or sold, or reoffered or
resold, and this document may not be issued, circulated or distributed, in
Hong Kong other than to persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent (except in circumstances
which do not constitute an offer to the public within the meaning of the
Company's Ordinance in Hong Kong).
The advance subscription rights are not being offered in Italy. In Italy, the
public will not be solicited in connection with the offering of MCS, and no
offer or sale of MCS is being or will be made, and no offering material
relating to the MCS is being or will be distributed, unless such activities
(i) are carried out by or through intermediaries authorized to perform
investment services in Italy, (ii) either do not qualify as solicitation of
investment or qualify as a solicitation exempted from the requirement of a
prospectus, and (iii) are carried out in compliance with applicable
COMMISSIONE NAZIONALE PER LE SOCIETA E LA BORSA and banking regulations.
The advance subscription rights and the MCS have not been and will not be
registered under the applicable laws of Japan and, accordingly, Credit Suisse
First Boston has undertaken that it will not offer or sell any advance
subscription rights or MCS, directly or indirectly, in Japan or to, or for
the benefit of, any Japanese Person, or to others for reoffering or resale,
directly or indirectly in Japan or to any Japanese Person except under
circumstances which will result in compliance with all applicable laws and
regulations promulgated by the relevant Japanese governmental and regulatory
authorities and in effect at the relevant time. For the purposes of this
paragraph "Japanese Person" shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan.
Participation in any of the securities offerings mentioned in this press
release is prohibited in Kuwait.
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In the Netherlands, this offer is only extended to individuals or legal entities
who or which trade or invest in securities in the course of their profession or
trade.
The advance subscription rights will not be offered to Credit Suisse Group
shareholders in Singapore. The MCS may not be offered or sold, nor may any
document or other material in connection with the MCS be distributed, either
directly or indirectly, (i) to persons in Singapore other than under
circumstances in which such offer or sale does not constitute an offer or sale
of the MCS to the public in Singapore or (ii) to the public or any member of the
public in Singapore other than pursuant to, and in accordance with the
conditions of, an exemption invoked under Subdivision 4 of Division 1 of Part
XIII of the Securities and Futures Act 2001 of Singapore.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND
SHOULD NOT BE DISTRIBUTED IN THE UNITED STATES, TO UNITED STATES PERSONS OR
TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS
DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR
PURCHASE ANY SECURITIES. IN ADDITION, THE ADVANCE SUBSCRIPTION RIGHTS, MCS
AND SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY
MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ADVANCE SUBSCRIPTION
RIGHTS AND MCS ARE BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATIONS UNDER THE SECURITIES ACT.
This press release is directed only at persons who: (i) are outside the
United Kingdom; or (ii) have professional experience in matters relating to
investments; or (iii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc") of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all
such persons together being referred to as "relevant persons") and this must
not be acted on or relied upon by a person who is not a relevant person.
Stabilisation / FSA
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This press release contains statements that constitute forward-looking
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 our plans,
objectives or goals; our future economic performance or prospects; 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 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
5
expressed in such forward-looking statements. These factors include (i)
market and interest rate fluctuations; (ii) 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; (iii) the ability of
counterparties to meet their obligations to us; (iv) the effects of, and
changes in, fiscal, monetary, trade and tax policies, and currency
fluctuations; (v) political and social developments, including war, civil
unrest or terrorist activity; (vi) the possibility of foreign exchange
controls, expropriation, nationalization or confiscation of assets in
countries in which we conduct our operations; (vii) the ability to maintain
sufficient liquidity and access capital markets; (viii) operational factors
such as systems failure, human error, or the failure to properly implement
procedures; (ix) actions taken by regulators with respect to our business and
practices in one or more of the countries in which we conduct our operations;
(x) the effects of changes in laws, regulations or accounting policies or
practices; (xi) competition in geographic and business areas in which we
conduct our operations; (xii) the ability to retain and recruit qualified
personnel; (xiii) the ability to maintain our reputation and promote our
brands; (xiv) the ability to increase market share and control expenses; (xv)
technological changes; (xvi) the timely development and acceptance of our new
products and services and the perceived overall value of these products and
services by users; (xvii) acquisitions, including the ability to integrate
successfully acquired businesses; and (xviii) our success at managing the
risks involved in the foregoing. We caution you that the foregoing list of
important factors is not exclusive; when evaluating forward-looking
statements, you should carefully consider the foregoing factors and other
uncertainties and events, as well as the risks identified in our most
recently filed Form 20-F and reports on Form 6-K furnished to the US
Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CREDIT SUISSE GROUP
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(Registrant)
Date December 9, 2002 By: /s/ David Frick
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(Signature)*
Managing Director
*Print the name and title of the signing
officer under his signature /s/ Karin Rhomberg Hug
Managing Director
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