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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated June 11, 2003
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 11, 2003
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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]
Media Relations
CREDIT SUISSE GROUP
P.O. Box 1
CH-8070 Zurich
Telephone +41-1-333 88 44
Fax +41-1-333 88 77
e-mail media.relations@credit-suisse.com
[PRESS RELEASE]
WINTERTHUR GROUP TO SELL ITS UK NON-LIFE INSURER CHURCHILL TO THE ROYAL BANK OF
SCOTLAND GROUP PLC
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WINTERTHUR, JUNE 11, 2003 - WINTERTHUR INSURANCE, A SUBSIDIARY OF CREDIT SUISSE
GROUP, HAS SIGNED AN AGREEMENT TO SELL ITS SUBSIDIARY CHURCHILL TO THE ROYAL
BANK OF SCOTLAND GROUP PLC FOR TOTAL CONSIDERATION OF APPROXIMATELY GBP 1.1
BILLION IN CASH. THE SALE IS AN IMPORTANT STEP IN REPOSITIONING WINTERTHUR'S
BUSINESS PORTFOLIO. IN ADDITION, THE TRANSACTION WILL SIGNIFICANTLY STRENGTHEN
THE CAPITAL POSITION OF WINTERTHUR. SUBJECT TO REGULATORY APPROVALS, THE
TRANSACTION IS EXPECTED TO BE COMPLETED IN THE THIRD QUARTER OF 2003.
Consideration of approximately GBP 1.1 billion will be payable in cash at
completion. In addition, the transaction will involve the repayment of debt to
Credit Suisse Group companies amounting to approximately GBP 100 million. Upon
closing, the transaction will substantially strengthen Winterthur's consolidated
EU solvency ratio. Furthermore, the sale will result in a significant capital
gain expected in the third quarter of 2003.
Oswald J. Gruebel, Co-CEO of Credit Suisse Group and CEO of Credit Suisse
Financial Services, said: "The strength of The Royal Bank of Scotland Group's
proposal together with the commercial fit with its direct insurance operation
were central factors behind our decision to sell. The transaction provides
Winterthur with more financial flexibility for selective growth and strengthens
the capital base of Winterthur Group."
Winterthur Group CEO Leonhard Fischer said: "Although Churchill has been a very
successful operation for Winterthur, we decided
Page 1 of 3
to sell it because it operates with a different business model and a different
brand from the rest of Winterthur Group. The sale of Churchill has no
repercussions or strategic implications for Winterthur's life business in the UK
market, which is completely separate operationally and legally."
ENQUIRIES:
Winterthur, Media Relations Tel. +41 52 261 77 44
Credit Suisse Group, Media Relations Tel. +41 1 333 88 44
The Royal Bank of Scotland Group plc, Media Relations Tel. +44 207 672 1914
This press release can be accessed on Credit Suisse Group's website at:
www.credit-suisse.com
WINTERTHUR GROUP
Winterthur Group is a leading Swiss insurance company with head office in
Winterthur and, as an international company, ranks among the top five providers
of direct insurance in Europe. The Group's products include a broad range of
property and liability insurance products, as well as insurance solutions in
life and pensions that are tailored to the individual needs of private and
corporate clients. With approximately 32,000 employees worldwide, Winterthur
Group achieved a premium volume of CHF 37.4 billion in 2002 and reported assets
under management of CHF 142.8 billion as of 31 March 2003.
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 73,000 staff worldwide. As of
March 31, 2003, it reported assets under management of CHF 1,160.5 billion.
THE ROYAL BANK OF SCOTLAND GROUP
The Royal Bank of Scotland Group is Europe's 2nd and the world's 5th largest
banking Group. The Group's main areas of operation are the UK, Europe and the
United States. It currently employs 111,800 staff world-wide. At June 10, 2003
the market capitalisation for The Group was GBP 47.7 billion. The Group includes
one of the strongest portfolios of brands in the financial services sector
including The Royal Bank of
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Scotland, NatWest, Direct Line, Coutts, Tesco Personal Finance, Ulster Bank,
Lombard, and in the US, Citizens.
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 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; (xviii) the
adverse resolution of litigation and other contingencies; and (xix) 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 Credit Suisse Group's most recently filed Form 20-F and reports on
Form 6-K furnished to the US Securities and Exchange Commission.
CAUTIONARY STATEMENT REGARDING NON-GAAP FINANCIAL INFORMATION
This press release may contain non-GAAP financial information. A reconciliation
of such non-GAAP financial information to the most directly comparable measures
under generally accepted accounting principles, is posted on Credit Suisse
Group's website at www.credit-suisse.com/sec.html.
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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 June 11, 2003 By: /s/ David Frick
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(Signature)*
Member of the Executive Board
*Print the name and title of the signing
officer under his signature. /s/ Karin Rhomberg Hug
Managing Director
6