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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated June 23, 2003
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 23, 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 8844
Fax +41-1-333 8877
e-mail media.relations@credit-suisse.com
WINTERTHUR GROUP TO SELL ITS ITALIAN OPERATIONS TO UNIPOL
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ZURICH, JUNE 22, 2003 - WINTERTHUR INSURANCE, A SUBSIDIARY OF CREDIT SUISSE
GROUP, HAS SIGNED AN AGREEMENT TO SELL ITS INSURANCE OPERATIONS IN ITALY TO
UNIPOL FOR TOTAL CONSIDERATION OF EUR 1.465 BILLION IN CASH. THE TRANSACTION
WILL SIGNIFICANTLY STRENGTHEN THE CAPITAL POSITION OF WINTERTHUR. SUBJECT TO
REGULATORY AND ANTI-TRUST APPROVALS, THE TRANSACTION IS EXPECTED TO BE COMPLETED
IN THE SECOND HALF OF 2003.
A total consideration of EUR 1.465 billion will be payable in cash at
completion, of which 90% will be paid directly by Unipol Assicurazioni SpA and
10% by its majority shareholder Finsoe SpA. Together with the sale of Churchill
announced on June 11, 2003, the transaction will substantially strengthen
Winterthur Group's solvency capital by approximately CHF 3.5 billion.
Furthermore, the sales will result in a capital gain of over CHF 1 billion after
tax upon closing in the second half of 2003.
"In view of our strategy to strengthen our capital base, and in the context of
an Italian insurance market currently undergoing a phase of consolidation, we
have chosen to realize the value of Winterthur's strong performance in Italy",
Winterthur Group CEO Leonhard Fischer said. "The offer from Unipol is uniquely
attractive and gives us greater financial flexibility to grow selectively in
other markets."
Winterthur Italy writes both life and non-life business. In 2002, aggregate
premium volume was EUR 2.04 billion. Winterthur Italy offers tailor-made,
innovative and high-quality insurance products to approximately 1.9 million
customers and employs a staff of approximately 1,600.
ENQUIRIES:
Winterthur, Media Relations Tel. +41 52 261 77 44
Credit Suisse Group, Media Relations Tel. +41 1 333 88 44
Credit Suisse Group, Investor Relations Tel. +41 1 333 45 70
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 six providers
of primary insurance in Europe. The Group provides 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 142.7 billion as of March 31, 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.
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 our 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 our website at
WWW.CREDIT-SUISSE.COM/SEC.HTML.
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 23, 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