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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated March 30, 2005
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 30, 2005
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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 LETTERHEAD]
Media Relations
CREDIT SUISSE GROUP
P.O. Box 1
CH-8070 Zurich
www.credit-suisse.com
Telephone +41 44 333 88 44
Telefax +41 44 333 88 77
media.relations@credit-suisse.com
CREDIT SUISSE GROUP ANNOUNCES PROPOSALS TO ITS ANNUAL GENERAL MEETING OF
SHAREHOLDERS ON APRIL 29, 2005
ANTON VAN ROSSUM AND JEAN LANIER NOMINATED FOR ELECTION TO THE BOARD OF
DIRECTORS
DIVIDEND OF CHF 1.50 PER SHARE PROPOSED AND AUTHORIZATION FOR A SHARE BUYBACK
PROGRAM FOR A VALUE OF UP TO CHF 6 BILLION REQUESTED -- AS PREVIOUSLY
ANNOUNCED
ANNUAL REPORT AVAILABLE AS FROM MARCH 30, 2005
Zurich, March 30, 2005 -- THE BOARD OF DIRECTORS OF CREDIT SUISSE GROUP TODAY
ANNOUNCED ITS PROPOSALS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON
APRIL 29, 2005. ITEMS ON THE AGENDA INCLUDE THE PROPOSAL THAT ANTON VAN
ROSSUM AND JEAN LANIER BE NEWLY ELECTED TO THE BOARD OF DIRECTORS AND THAT
FOUR EXISTING BOARD MEMBERS BE RE-ELECTED. THE BOARD ADDITIONALLY PROPOSES
THE PAYMENT OF A DIVIDEND OF CHF 1.50 PER SHARE FOR THE FISCAL YEAR 2004 AND
IS REQUESTING SHAREHOLDER AUTHORIZATION FOR THE LAUNCH OF A TWO-YEAR SHARE
BUYBACK PROGRAM, AS PREVIOUSLY ANNOUNCED.
Anton van Rossum, who has been nominated for election to the Board of
Directors, is a Dutch citizen and was the Chief Executive Officer of Fortis
from 2000 to 2004. Jean Lanier, a French citizen who was the Chairman of the
Managing Board and Group Chief Executive Officer of Euler Hermes from 1998 to
2004, has also been proposed for election to the Board.
In addition, the Board of Directors proposes the re-election of the following
four Members of the Board, whose terms expire as of the Annual General
Meeting of Shareholders 2005: Peter Brabeck-Letmathe (Member since 1997),
Thomas W. Bechtler (Member since 1994), Robert H. Benmosche (Member since
2002) and Ernst Tanner (Member since 2002).
As previously announced, the Board of Directors will propose to the Group's
shareholders that a dividend of CHF 1.50 per share be distributed for the
financial year
Page 1 of 2
2004. Subject to approval by the Annual General Meeting of Shareholders, the
dividend will be paid out on May 6, 2005. This dividend compares to a par
value reduction of CHF 0.50 per share in lieu of a dividend for the fiscal
year 2003. The Board will also request shareholder authorization for the
launch of a two-year share buyback program for a value of up to CHF 6 billion.
ENQUIRIES
Credit Suisse Group, Media Relations Telephone +41 44 333 88 44
Credit Suisse Group, Investor Relations Telephone +41 44 333 31 69
CREDIT SUISSE GROUP
Credit Suisse Group is a leading global financial services company
headquartered in Zurich. It provides private clients and small and
medium-sized companies with private banking and financial advisory services,
and pension and insurance solutions from Winterthur. In the area of
investment banking, it 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 in the form of
American Depositary Shares (CSR) in New York. The Group employs around 60,000
staff worldwide. As of December 31, 2004, it reported assets under management
of CHF 1,220.7 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.
Page 2 of 2
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 March 30, 2005 By: /s/ David Frick
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(Signature)*
Head of Group Legal & Compliance
*Print the name and title of the signing
officer under his signature. /s/ Charles Naylor
Head of Group Communications