Unassociated Document
As filed with the Securities and Exchange Commission on May 25, 2007
Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

CREDIT SUISSE GROUP

(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
SWITZERLAND
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street, New York, New York 10005
(212) 250 9100
 
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Credit Suite First Boston (USA) Inc.
Eleven Madison Avenue, New York, New York 10010
(212) 325-2000
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
Attention: ADR Department
60 Wall Street,
New York, New York 10005
(212) 250-9100
  
Craig B. Brod, Esq.
David I. Gottlieb, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
It is proposed that this filing become effective under Rule 466
x immediately upon filing o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be Registered
Proposed Maximum Aggregate Price Per ADS
Proposed Maximum
Aggregate Offering Price(1)
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of Credit Suisse Group
180,000,000 ADSs
$0.05
$9,000,000
$276.30
(1)    Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
 

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This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 
The Prospectus consists of the form of American Depositary Receipt ("Receipt") included as Exhibit A to the Deposit Agreement, as amended by the First Amendment to the Deposit Agreement (each as defined below) incorporated by reference herein.
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
 
Cross Reference
 
Item Number and Caption
  
Location in Form of Receipt
       
Filed Herewith as Prospectus
       
1.
Name and address of depositary
  
Introductory Article
       
2.
Title of American Depositary Receipts and identity of deposited securities
    
 
Terms of Deposit:
  
Face of Receipt, top center
         
 
(i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
         
 
(ii)
The procedure for voting, if any, the deposited securities
  
Articles number 14, 15, 17 and 18
         
 
(iii)
The collection and distribution of dividends
  
Articles number 6, 13, 14, 17 and 18
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
  
Articles number 12, 14, 15, 16, 17 and 18
         
 
(v)
The sale or exercise of rights
  
Articles number 13, 14, 17 and 18
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles number 13, 14, 16, 17 and 18
         
 
(vii)
Amendment, extension or termin-ation of the deposit
  
Articles number 20 and 21
         
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article number 12
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles number 2, 4, 6, 8 and 23
         
 
(x)
Limitation upon the liability of the depositary
  
Articles number 13, 17, 18, 19 and 21
       
3.
Fees and Charges
  
Articles number 9 and 23

 

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Item 2. AVAILABLE INFORMATION

Public reports furnished by issuer
Article number 12
 

 
Credit Suisse Group (the "Company") is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary.
 


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
 
Item 3. EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement among the Company, Deutsche Bank Trust Company Americas as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-13926 which is incorporated herein by reference.
 
 
(a)(2)
Form of First Amendment to the Deposit Agreement. Previously filed as an Exhibit to Post-Effective Amendment No. 1 to Registration Statement No. 333-13926 which is incorporated herein by reference.
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e)
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 24th day of May, 2007.
 
 
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one share of Credit Suisse Group
     
     
 
Deutsche Bank Trust Company Americas,
 
as Depositary
     
     
     
 
By:
 /s/Jeff Margolick .
 
Name: Jeff Margolick
 
Title: Director
     
     
 
By:
 /s/Tom Murphy .
 
Name: Tom Murphy
 
Title: Vice President



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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Credit Suisse Group certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland on May 24, 2007.

 
CREDIT SUISSE GROUP
 
 
 
 
 
 
 
By:
/s/Urs Rohner
 
Name: Urs Rohner 
 
Title: Member of the Executive Board
 
Chief Operating Officer and General Counsel
 
 
 
 
 
 
 
By:
/s/Ian Roundell
 
Name: Ian Roundell
 
Title: Managing Director

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Renato Fassbind, Urs Rohner, Rolf Enderli, Andy Hutcher, Agnès F. Reicke, Ian Roundell and Martin Taufer, 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 amendments (including pre-effective and post-effective amendments) to this Registration Statement, 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 substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on May 23, 2007.
Signature
  
Title
     
/s/Brady W. Dougan  
  
Chief Executive Officer
Brady W. Dougan
    
     
/s/Renato Fassbind  
  
Chief Financial Officer
Renato Fassbind
    
     
/s/Walter B. Kielholz  
  
Chairman
Walter B. Kielholz
    
     
/s/Hans-Ulrich Doerig  
  
Vice Chairman
Hans-Ulrich Doerig
    
     
/s/Thomas W. Bechtler  
  
Director
Thomas W. Bechtler
    
     
/s/Robert H. Benmosche  
  
Director
Robert H. Benmosche
    
     
/s/Peter Brabeck-Letmathe  
  
Director
Peter Brabeck-Letmathe
    
     
/s/Noreen Doyle  
  
Director
Noreen Doyle
    
     
/s/Jean Lanier  
  
Director
Jean Lanier
    


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/s/Anton van Rossum    
Director
Anton van Rossum    
     
/s/Aziz R. D. Syriani    
Director
Aziz R. D. Syriani    
     
/s/David W. Syz    
Director
David W. Syz    
     
/s/Ernst Tanner    
Director
Ernst Tanner    
       
/s/Richard E. Thornburgh    
Director
Richard E. Thornburgh    
       
/s/Peter F. Weibel    
Director
Peter F. Weibel    
       
Credit Suisse (USA), Inc.    
       
By:
/s/Sharon O'Connor  
  
Authorized Representative in the United States
Name: Sharon O'Connor
Title: Assistant Treasurer
    



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INDEX TO EXHIBITS
 
Exhibit
Number
    
(d)
Opinion of counsel to the Depositary as to the legality of the securities to be registered.
  
(e)
Rule 466 Certification
  


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