UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
April 01, 2010
Commission File Number 001-15244
CREDIT SUISSE GROUP AG
(Translation of registrant’s name into English)
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland
(Address of principal executive office)
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Commission File Number 001-33434
CREDIT SUISSE AG
(Translation of registrant’s name into English)
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F
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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):
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):
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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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No
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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-.
This report is being filed by Credit Suisse Group AG and Credit Suisse AG to be incorporated by reference in their Registration Statement on Form F-3 (file no. 333-158199).
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CREDIT SUISSE GROUP AG
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Paradeplatz 8
P.O. Box
CH-8070 Zurich
Switzerland
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Telephone +41 844 33 88 44
Fax +41 44 333 88 77
media.relations@credit-suisse.com
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Media Release
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Credit Suisse announces determination of number of Credit Suisse Group shares for holders of long-term Performance Incentive Plan units
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Zurich, March 31, 2010 Credit Suisse today announced the determination of the number of Credit Suisse Group shares for holders of Performance Incentive Plan I (PIP) units that were granted in early 2005. This five-year share-based compensation plan was introduced as part of 2004 compensation. In accordance with the terms of the plan, each outstanding PIP unit entitles the holder to approximately 4.8 Credit Suisse Group shares.
Introduction of PIP
The long-term Performance Incentive Plan I was designed to compensate, incentivize and retain senior management and executives particularly during 2004 and 2005, a period of fundamental change for Credit Suisse. Credit Suisse required its senior management and executives to defer significant portions of their 2004 variable compensation in the form of PIP units. PIP units granted in 2005 vested ratably over a five-year period. The plan’s risk/return profile allowed for significant returns but also for total loss depending on the long-term performance of Credit Suisse. PIP therefore closely linked senior management with the delivery of Credit Suisse’s strategy and aligned the interests of employees and shareholders.
Vesting and performance
In accordance with the plan’s terms, each PIP unit would settle for a specific number of Credit Suisse Group shares subsequent to the fifth anniversary of the grant date. The number of Credit Suisse Group shares to be delivered for each PIP unit was determined by (i) earnings performance and (ii) the Group’s share price performance on an absolute basis and relative to peers. The achievement of the share price targets and relative share price performance for PIP units granted in 2005 was measured based on the average share price over the three-month period ending March 31, 2010 compared to the share price at grant date. There are approximately 11.8 million outstanding PIP units.
Settlement and delivery
Each PIP unit entitles the holder to approximately 4.8 Credit Suisse Group shares. On April 20, 2010, Credit Suisse will deliver approximately 38 million shares to the holders of PIP units, reflecting an approximate one third reduction for withholding taxes. The settlement will not lead to dilution through the issuance of new shares, as the shares will be delivered from Credit Suisse Group treasury shares. As previously communicated, PIP I was fully expensed as of December 31, 2009. There will therefore be no impact on the Group’s income statement for the first quarter of 2010.
For more information on PIP units, please refer to the Credit Suisse Group 2009 Annual Report.
Information
Media Relations Credit Suisse AG, Tel. +41 844 33 88 44, media.relations@credit-suisse.com
Investor Relations Credit Suisse AG, Tel. +41 44 333 71 49, investor.relations@credit-suisse.com
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Media Release
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March 31, 2010
Page 2/2
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Credit Suisse AG
Credit Suisse AG is one of the world's leading financial services providers and is part of the Credit Suisse group of companies (referred to here as 'Credit Suisse'). As an integrated bank, Credit Suisse offers clients its combined expertise in the areas of private banking, investment banking and asset management. Credit Suisse provides advisory services, comprehensive solutions and innovative products to companies, institutional clients and high-net-worth private clients globally, as well as to retail clients in Switzerland. Credit Suisse is headquartered in Zurich and operates in over 50 countries worldwide. The group employs approximately 47,600 people. The registered shares (CSGN) of Credit Suisse's parent company, Credit Suisse Group AG, are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.
Cautionary statement regarding forward-looking information
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. 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 the following:
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our plans, objectives or goals;
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our future economic performance or prospects;
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the potential effect on our future performance of certain contingencies; and
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assumptions underlying any such statements.
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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 securities 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:
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the ability to maintain sufficient liquidity and access capital markets;
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market and interest rate fluctuations;
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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 the risk of a continued US or global economic downturn in 2010 and beyond;
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the direct and indirect impacts of continuing deterioration of subprime and other real estate markets;
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further adverse rating actions by credit rating agencies in respect of structured credit products or other credit-related exposures or of monoline insurers;
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the ability of counterparties to meet their obligations to us;
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the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations;
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political and social developments, including war, civil unrest or terrorist activity;
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the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;
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operational factors such as systems failure, human error, or the failure to implement procedures properly;
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actions taken by regulators with respect to our business and practices in one or more of the countries in which we conduct our operations;
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the effects of changes in laws, regulations or accounting policies or practices;
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competition in geographic and business areas in which we conduct our operations;
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the ability to retain and recruit qualified personnel;
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the ability to maintain our reputation and promote our brand;
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the ability to increase market share and control expenses;
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technological changes;
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the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;
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acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core assets;
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the adverse resolution of litigation and other contingencies;
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the ability to achieve our cost efficiency goals and other cost targets; and
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our success at managing the risks involved in the foregoing.
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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 information set forth in our Form 20-F Item 3 – Key Information – Risk Factors.
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.
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CREDIT SUISSE GROUP AG and CREDIT SUISSE AG
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(Registrant)
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By:
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/s/ Romeo Cerutti
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(Signature)*
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General Counsel
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Credit Suisse Group AG and Credit Suisse AG
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Date: April 01, 2010
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/s/ Charles Naylor
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Head of Corporate Communications
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*Print the name and title under the signature of the signing officer.
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Credit Suisse Group AG and Credit Suisse AG
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