SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 21, 1996
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Date of Report (Date of earliest event reported)
DONALDSON, LUFKIN & JENRETTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6862 13-1898818
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) Identification Number)
277 Park Avenue
New York, New York 10172
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(Address of principal executive offices) (zip code)
(212) 892-3000
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
The following exhibit is attached:
Certificate of Designation of Donaldson, Lufkin & Jenrette, Inc.
4,000,000 Shares Fixed/Adjustable Rate Cumulative Preferred Stock, Series A
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CERTIFICATE OF DESIGNATION
OF
DONALDSON, LUFKIN & JENRETTE, INC.
4,000,000 SHARES FIXED/ADJUSTABLE RATE
CUMULATIVE PREFERRED STOCK, SERIES A
Pursuant to Section 151(g) of the
General Company Law of the State of Delaware
November 21, 1996
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TABLE OF CONTENTS
Page
SECTION 1. Number of Shares and Designation....................... 1
SECTION 2. Ranking................................................ 1
SECTION 3. Dividends.............................................. 1
SECTION 4. Liquidation Preference................................. 7
SECTION 5. Voting Rights.......................................... 7
SECTION 6. Redemption............................................. 8
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CERTIFICATE OF DESIGNATION
OF 4,000,000 SHARES OF FIXED/ADJUSTABLE RATE
CUMULATIVE PREFERRED STOCK, SERIES A
OF DONALDSON, LUFKIN & JENRETTE, INC.
The undersigned, Charles J. Hendrickson and Thomas E. Siegler, being
respectively a Senior Vice President and the Secretary of Donaldson, Lufkin &
Jenrette, Inc., a corporation organized and existing under the General Company
Law of the State of Delaware (the "Company"), certify that, pursuant to the
authority expressly granted to and vested in the Board of Directors of the
Company (the "Board of Directors") by the Restated Certificate of Incorporation
of the Company, which authorizes the issuance, by the Company, of up to
25,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), which authority was delegated to the Pricing Committee of the Board of
Directors pursuant to a resolution adopted by the Board of Directors in
accordance with Section 141 of the General Company Law of the State of Delaware
on November 16, 1995, the Pricing Committee of the Board of Directors on
November 19, 1996 duly adopted resolutions creating and providing for the
issuance of a series of Preferred Stock with the following terms and
conditions:
SECTION 1. Number of Shares and Designation. Four million (4,000,000)
shares of the 25,000,000 authorized shares of preferred stock, par value $.01
per share of the Company are hereby constituted as a series of preferred stock,
par value $.01 per share, designated as "Fixed/Adjustable Rate Cumulative
Preferred Stock, Series A" (hereinafter called the "Series A Preferred Stock").
SECTION 2. Ranking. The Series A Preferred Stock will, on the date of
original issuance, rank on a parity as to payment of dividends and distribution
of assets upon dissolution, liquidation or winding up of the Company with each
other outstanding series of Preferred Stock. The Series A Preferred Stock,
together with each other series of Preferred Stock, will rank prior to the
Common Stock of the Company as to the payment of dividends and distribution of
assets upon dissolution, liquidation or winding up of the Company.
SECTION 3. Dividends.
(i) General. Cumulative cash dividends will be payable on each share
of Series A Preferred Stock when, as, and if declared by the Board of Directors
or a duly authorized committee thereof, out of funds legally available
therefor.
The initial dividend for the dividend period commencing on November
22, 1996 to (but excluding) February 28, 1997 will be $1.617 per share and will
be payable on February 28, 1997. Thereafter, dividends on the Series A
Preferred Stock will be payable quarterly, as, if and when declared by the
Board of Directors of the Company on February 28, May 30, August 30 and
November 30 of each year (each a "Dividend Payment Date") at the annual rate of
5.94% or $2.97 per share through November 30, 2001. After November 30, 2001,
dividends rate on the Series A Preferred Stock will be payable on each Dividend
Payment Date, as, if and when declared by the Board of Directors of the Company
at the Applicable Rate from time to time in effect. The Applicable Rate per
annum for each dividend period
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beginning on or after November 30, 2001 will be equal to 0.50% plus the highest
of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate (each as defined below), as determined in advance
of such dividend period. The Applicable Rate per annum for each dividend period
beginning November 30, 2001 will not be less than 6.44% nor greater than 12.44%
(without taking into account any adjustments as described below).
If a Dividend Payment Date is not a business day, dividends (if
declared) on the Series A Preferred Stock will be paid on the next business
day, without interest. A dividend period with respect to a Dividend Payment
Date is the period commencing on the preceding Dividend Payment Date and ending
on the day immediately prior to the next Dividend Payment Date. Dividends will
be payable to holders of record as they appear on the stock books of the
Company on the record date fixed by the Board of Directors of the Company.
Dividends on the Series A Preferred Stock will be cumulative and
rights will accrue to the holders of the Series A Preferred Stock if the
Company fails to declare one or more dividends on the Series A Preferred Stock
in any amount, whether or not the earnings or financial condition of the
company were sufficient to pay such dividends in whole or in part.
(ii) Adjustable Rate Dividends. The "Applicable Rate" per annum for
each dividend period beginning November 30, 2001 will be equal to 0.50% plus
the Effective Rate (as defined below) for such dividend period, but not less
than 6.44% nor greater than 12.44% (without taking into account any adjustments
as described in paragraph (viii) below). The "Effective Rate" for each dividend
period beginning November 30, 2001 will be equal to the highest of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate (each as defined below) for such dividend period. The Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate will each be rounded to the nearest five hundredths of a percent.
In the event that the Company determines in good faith that for any reason: (A)
any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate cannot be determined for any dividend
period, then the effective rate for such dividend period will be equal to
whichever two of such rates can be so determined; (B) only one of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant
Maturity Rate can be determined for any dividend period, then the Effective
Rate for such dividend period will be equal to whichever such rate can be so
determined; or (C) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any dividend period, then the Effective Rate for the preceding dividend period
will be continued for the succeeding dividend period.
The "Treasury Bill Rate" will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period (as defined below)) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board (as defined below) during the
Calendar Period immediately preceding the last ten calendar days preceding the
dividend period for which the dividend rate on the Series A Preferred Stock is
being determined, except as described below in this paragraph. In the event
that the Federal Reserve Board does not publish such a weekly per annum market
discount rate during any
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such Calendar Period, then the Treasury Bill Rate for such dividend period will
be the arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if only one
such rate is published during the relevant Calendar Period) for three-month
U.S. Treasury bills, as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency selected by
the Company. In the event that a per annum market discount rate for three-month
U.S. Treasury bills is not published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Treasury Bill Rate for such dividend period will be
the arithmetic average of the two most recent weekly per annum market discount
rates (or the one weekly per annum market discount rate, if only one such rate
is published during the relevant Calendar Period) for all of the U.S. Treasury
bills then having remaining maturities of not less than 80 nor more than 100
days, as published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board does not publish such rates, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that the Company determines in good faith that for any
reason no such U.S. Treasury bill rates are published as provided above during
such Calendar Period, then the Treasury Bill Rate for such dividend period will
be the arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a remaining maturity of not
less than 80 nor more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Company by
at least three recognized dealers in U.S. Government securities selected by the
Company. In the event that the Company determines in good faith that for any
reason the Company cannot determine the Treasury Bill Rate for any dividend
period as provided above in this paragraph, the Treasury Bill Rate for such
dividend period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during such Calendar Period for each of the
issues of marketable interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as chosen and quoted daily
for each business day in New York City (or less frequently if daily quotations
are not generally available) to the Company by at least three recognized
dealers in U.S. Government securities selected by the Company.
The "Ten Year Constant Maturity Rate" will be the arithmetic average
of the two most recent weekly per annum Ten Year Average Yields (as defined
below) (or the one weekly per annum Ten Year Average Yield, if only one such
yield is published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the dividend period for which the dividend
rate on the Series A Preferred Stock is being determined, except as described
below in this paragraph. In the event that the Federal Reserve Board does not
publish such a weekly per annum Ten Year Average Yield during such Calendar
Period, then the Ten Year Constant Maturity Rate for such dividend period will
be the arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield, if only one
such yield is published during the relevant Calendar Period), as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that a
per annum Ten Year Average Yield is not published by the Federal
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Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period will be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield is published during
the relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities (as
defined below)) then having remaining maturities of not less than eight nor
more than twelve years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that the Company determines in good faith
that for any reason the Company cannot determine the Ten Year Constant Maturity
Rate for any dividend period as provided above in this paragraph, then the Ten
Year Constant Maturity Rate for such dividend period will be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eight nor more than twelve
years from the date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations are not
generally available) to the Company by at least three recognized dealers in
U.S. Government securities selected by the Company.
The "Thirty Year Constant Maturity Rate" will be the arithmetic
average of the two most recent weekly per annum Thirty Year Average Yields (as
defined below) (or the one weekly per annum Thirty Year Average Yield, if only
one such yield is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the dividend period for which
the dividend rate on the Series A Preferred Stock is being determined. In the
event that the Federal Reserve Board does not publish such a weekly per annum
Thirty Year Average Yield during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such dividend period will be the arithmetic average
of the two most recent weekly per annum Thirty Year Average Yields (or the one
weekly per annum Thirty Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Company. In the event that a per annum Thirty Year
Average Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Thirty Year Constant Maturity Rate for such dividend
period will be the arithmetic average of the two most recent weekly per annum
average yields to maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the relevant Calendar
Period) for all of the actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) then having remaining
maturities of not less than twenty-eight nor more than thirty years, as
published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Company. In the
event that the Company determines in good faith that for any reason the Company
cannot determine the Thirty Year Constant Maturity Rate for any applicable
dividend period as provided above in this paragraph, then the Thirty Year
Constant
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Maturity Rate for such dividend period will be the arithmetic average of the
per annum average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than twenty-eight nor more than thirty years from
the date of each such quotation, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not generally
available) to the Company by at least three recognized dealers in U.S.
Government securities selected by the Company.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate will each be rounded to the nearest five
hundredths of a percent.
The Applicable Rate with respect to each dividend period beginning
November 30, 2001 will be calculated as promptly as practicable by the Company
according to the appropriate method described above. The Company will cause
notice of the Applicable Rate for the next dividend period to be enclosed with
the dividend payment check mailed to the holders of Series A Preferred Stock.
As used above, the term "Calendar Period" means a period of fourteen
calendar days; the term "Federal Reserve Board" means the Board of Governors of
the Federal Reserve System; the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in payment
of any Federal estate tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally issued at a deep
or substantial discount; the term "Ten Year Average Yield" means the average
yield to maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of ten years); and the term
"Thirty Year Average Yield" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of thirty years).
(iii) Changes in the Dividends Received Percentage. If one or more
amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are
enacted which change the percentage of the dividends received deduction as
specified in Section 243(a)(1) of the Code or any successor provision (the
"Dividends Received Percentage"), the amount of each dividend on each share of
the Series A Preferred Stock for dividend payments made on or after the date of
enactment of such change will be adjusted by multiplying the amount of the
dividend payable determined as described above (before adjustment) by a factor,
which will be the number determined in accordance with the following formula
(the "DRD Formula"), and rounding the result to the nearest cent:
1-[.35 (1 - .70)]
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1-[.35 (1 - DRP)]
For the purposes of the DRD Formula, "DRP" means the new Dividends Received
Percentage applicable to the dividend in question. No amendment to the Code,
other than a change in the percentage of the dividends received deduction set
forth in Section 243(a)(1) of the Code or any successor provision, will give
rise to an adjustment. Notwithstanding the foregoing
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provisions, in the event that, with respect to any such amendment, the Company
shall receive either an unqualified opinion of nationally recognized
independent tax counsel selected by the Company or a private letter ruling or
similar form of authorization from the Internal Revenue Service to the effect
that such an amendment would not apply to dividends payable on the Series A
Preferred Stock, then any such amendment shall not result in the adjustment
provided for pursuant to the DRD Formula. The opinion referenced in the
previous sentence will be based upon a specific exception in the legislation
amending the DRP or upon a published pronouncement of the Internal Revenue
Service addressing such legislation. Unless the context otherwise requires,
references to dividends herein shall mean dividends as adjusted by the DRD
Formula. The Company's calculation of the dividends payable as so adjusted and
as certified accurate as to calculation and reasonable as to method by the
independent certified public accountants then regularly engaged by the Company,
shall be final and not subject to review.
If any amendment to the Code which reduces the Dividends Received
Percentage is enacted after a record date and before the next Dividend Payment
Date, the amount of dividend payable on such Dividend Payment Date will not be
increased above, but instead, an amount equal to the excess of (x) the product
of the dividends paid by the Corporation on such Dividend Payment Date and the
DRD Formula (where the DRP used in the DRD Formula would be equal to the
reduced Dividends Received Percentage) and (y) the dividends paid by the
Company on such Dividend Payment Date, will be payable (if declared) to holders
of record on the next succeeding Dividend Payment Date in addition to any other
amounts payable on such date.
In addition, if, prior to May 31, 1997, an amendment to the Code is
enacted that reduces the Dividends Received Percentage and such reduction
retroactively applies to a Dividend Payment Date as to which the Company
previously paid dividends on the Series A Preferred Stock (each an "Affected
Dividend Payment Date"), the Company will pay (if declared), additional
dividends (the "Additional Dividends") on the next succeeding Dividend Payment
Date (or if such amendment is enacted after the dividend payable on such
Dividend Payment Date has been declared, on the second succeeding Dividend
Payment Date following the date of enactment) to holders of record on such
succeeding Dividend Payment Date in an amount equal to the excess of (x) the
product of the dividends paid by the Company on each Affected Dividend Payment
Date and the DRD Formula (where the DRP used in the DRD Formula would be equal
to the Dividends Received Percentage applied to each Affected Dividend Payment
Date) and (y) the dividends paid by the Company on each Affected Dividend
Payment Date.
Additional Dividends will not be paid as a result of the enactment of
any amendment to the Code on or after May 31, 1997 which retroactively reduces
the Dividends Received Percentage, or if prior to May 31, 1997, such amendment
would not result in an adjustment due to the Company having received either an
opinion of counsel or tax ruling referred to in the third preceding paragraph.
The Company will only make one payment of Additional Dividends.
In the event that the amount of dividend payable per share of the
Series A Preferred Stock will be adjusted pursuant to the DRD Formula and/or
Additional Dividends are to be
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paid, the Company will cause notice of each such adjustment and, if applicable,
any Additional Dividends, to be sent to the holders of the Series A Preferred
Stock with the payment of dividends on the next Dividend Payment Date after the
date of such adjustment.
If the Dividends Received Percentage is reduced to 50% or less, the
Company may at its option redeem the Series A Preferred Stock as a whole but
not in part as described below.
SECTION 4. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders
of shares of Series A Preferred Stock will be entitled to receive out of the
assets of the Company available for distribution to stockholders, before any
distribution of assets is made on the Company's Common Stock or any other class
or series of stock of the company ranking junior to the Series A Preferred
Stock upon liquidation, liquidating distributions in the amount of $50 per
share, plus an amount equal to the sum of all accrued and unpaid dividends
including any increase in dividends payable due to changes in the Dividends
Received Percentage and Additional Dividends (whether or not earned or
declared) for the then current dividend period and all dividend periods prior
thereto.
SECTION 5. Voting Rights. The holders of shares of Series A Preferred
Stock will not be entitled to vote, except as set forth below or as expressly
required by applicable law.
If the equivalent of six quarterly dividends payable on the
Series A Preferred Stock or any other class or series of preferred stock are in
default, the number of directors of the Company will be increased by two
(without duplication of any increase made pursuant to the terms of any other
series of preferred stock of the Company), and the holders of the Series A
Preferred Stock, voting as a single class with the holders of shares of any
other class of the Company's preferred stock ranking on a parity with the
Series A Preferred Stock either as to dividends or distribution of assets and
upon which like voting rights have been conferred and are exercisable, will be
entitled to elect such two directors to fill such newly-created directorships.
Such right shall continue until full cumulative dividends for all past dividend
periods on all preferred shares of the Company, including any shares of the
Series A Preferred Stock, have been paid or declared and set apart for payment.
Any such elected directors shall serve until the Company next annual meeting of
stockholders (notwithstanding that prior to the end of such term the dividend
default shall cease to exist) or until their respective successors shall be
elected and qualify.
The affirmative vote or consent of the holders of at least
66-2/3% of the outstanding shares of the Series Preferred Stock will be
required for any amendment of the articles of incorporation of the Company (or
any certificate supplemental thereto) which will adversely affect the powers,
preferences, privileges or rights of the Series A Preferred Stock. The
affirmative vote or consent of the holders of at least 66-2/3% of the
outstanding shares of the Series A Preferred Stock and any other series of the
Company's preferred stock ranking on a parity with the Series A Preferred Stock
either as to dividends or upon liquidation, voting as a single class without
regard to series, will be required to issue, authorize or increase the
authorized amount of, or issue or authorize any obligation or security
convertible into or evidencing a right to purchase, any additional class or
series of stock ranking prior to
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the Series A Preferred Stock as to dividends or upon liquidation, or to
reclassify any authorized stock of the Company into such prior shares, but such
vote will not be required for the Company to take any such actions with respect
to any stock ranking on a parity with or junior to the Series A Preferred
Stock.
SECTION 6. Redemption. Prior to November 30, 2001, the Series A
Preferred Stock is not redeemable except under certain limited circumstances as
described below. On or after such date, each share of Series A Preferred Stock
will be redeemable, in whole or in part, out of funds legally available
therefor, at a redemption price of $50 per share, together in each case with
accrued and unpaid dividends (whether or not declared) to the date fixed for
redemption.
However, if the Dividends Received Percentage is equal to or less than
50% and, as a result, the amount of dividends on the Series A Preferred Stock
payable on any Dividend Payment Date will be or is adjusted upwards as
described above, the Company, at its option, may redeem all, but not less than
all, of the outstanding shares of the Series A Preferred Stock not withstanding
the preceding paragraph, provided, that within sixty days of the date on which
an amendment to the Code is enacted which reduces the Dividends Received
Percentage to 50% or less, the Company sends notice to holders of the Series A
Preferred Stock of such redemption. Any redemption of the Series A Preferred
Stock pursuant to this paragraph will take place on the date specified in the
notice, which will not be less than thirty nor more than sixty days' from the
date such notice is sent to holders of the Series A Preferred Stock. Any
redemption of the Series A Preferred Stock will be at the applicable redemption
price set forth in the following table, in each case plus accrued and unpaid
dividends (whether or not declared) thereon from the immediately preceding
Dividend Payment Date to the date fixed for redemption, including any increase
in dividends payable due to changes in the Dividends Received Percentage and
Additional Dividends.
REDEMPTION
REDEMPTION PERIOD PRICE PER SHARE
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November 22, 1996 to November 29, 1997 $52.50
November 30, 1997 to November 29, 1998 52.00
November 30, 1998 to November 29, 1999 51.50
November 30, 1999 to November 29, 2000 50.50
November 30, 2000 to November 29, 2001 50.00
On or after November 30, 2001
In addition, if the holders of the shares of the Series A Preferred
Stock are entitled to vote upon or consent to a merger or consolidation of the
Company, and if the Company offers to purchase all of the outstanding shares of
the Series A Preferred Stock (the "Offer"), then each holder of Series A
Preferred Stock who does not sell their shares of Series A Preferred Stock
pursuant to the Offer shall be deemed irrevocably to have voted or consented
all shares of Series A Preferred Stock owned by such holder in favor of the
merger or consolidation of the Company without any further action by the
holder. The Offer shall be at a price of $50 per share, together with accrued
and unpaid dividends, if any, to the date fixed for redemption, including any
increase in dividends payable due to increases in the Dividends
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Received Percentage and Additional Dividends. The Offer must remain open for
acceptance for a period of at least 30 days.
Holders of Series A Preferred Stock will have no right to require
redemption of the Series A Preferred Stock.
The Series A Preferred Stock is not subject to any mandatory
redemption, sinking fund or other similar provisions.
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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 hereunto duly authorized.
DONALDSON, LUFKIN & JENRETTE, INC.
Date: November 21, 1996 By: /s/ Thomas E. Siegler
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