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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated May 3, 2005
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 3, 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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PRESS RELEASE
[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 CHANGES TO THE CORPORATE GOVERNANCE STRUCTURE
OF WINTERTHUR GROUP
ELECTION OF NEW BOARDS OF DIRECTORS AT WINTERTHUR
Zurich, May 3, 2005 - CREDIT SUISSE GROUP TODAY ANNOUNCED CHANGES TO THE
CORPORATE GOVERNANCE STRUCTURE OF WINTERTHUR GROUP, IN LINE WITH THE
REPOSITIONING OF THE INSURANCE BUSINESS WITHIN THE COMPANY. THE BOARDS OF
DIRECTORS OF "WINTERTHUR" SWISS INSURANCE COMPANY AND WINTERTHUR LIFE HAVE BEEN
NEWLY ELECTED AND WILL BE CHAIRED BY OSWALD J. GRUEBEL, CEO OF CREDIT SUISSE
GROUP, EFFECTIVE IMMEDIATELY.
Following the announcement by Credit Suisse Group that it would reposition
Winterthur as a financial investment and prepare it for a capital market
flotation, the Group has now decided to adapt the corporate governance structure
of Winterthur to reflect this change of parameters.
The composition of the Boards of Directors of the two Winterthur entities was
previously the same as that of the Board of Directors of Credit Suisse Group.
The decision to establish separate Boards of Directors will enhance supervision
at Winterthur Group and will enable specific insurance issues to be monitored
more closely. The management structure of Winterthur Group will remain
unchanged.
The Boards of Directors, which comprise eight members, will be chaired by Oswald
J. Gruebel, CEO of Credit Suisse Group. Anton van Rossum has been appointed
Vice-Chairman. A list of the members of the Boards of Directors and their
Committees is attached.
Page 1 of 3
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 3
MEMBERS OF THE BOARDS OF DIRECTORS OF "WINTERTHUR" SWISS INSURANCE COMPANY
AND WINTERTHUR LIFE
Oswald J. Gruebel, Chairman 3)
Anton van Rossum, Vice-Chairman 2) 3)
Renato Fassbind 1)
Tobias Guldimann 2)
Ulrich Koerner 1) 2)
Jean Lanier 1) 2)
Urs Rohner 3)
Peter F. Weibel 1)
1) Member of the Audit Committee, chaired by Peter F. Weibel
2) Member of the Risk Committee, chaired by Anton van Rossum
3) Member of the Compensation Committee, chaired by Oswald J. Gruebel
You can find CVs of the Board Members on the following Internet site:
www.winterthur.com
Page 3 of 3
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 May 3, 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