DONALDSON LUFKIN & JENRETTE INC /NY/
8-K, 1998-07-16
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES ACT OF 1934

   Date of Report (Date of earliest event reported)            July 14, 1998

                       DONALDSON, LUFKIN & JENRETTE, INC.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
            -------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

           1-6862                                   13-1898818
  ------------------------             ------------------------------------
  (Commission File Number)             (I.R.S. Employer Identification No.)


  277 Park Avenue, New York, New York                  10172
- ---------------------------------------              ----------
(Address of principal executive office)              (Zip Code)

       Registrant's telephone number, including area code: (212) 892-3000



<PAGE>

Item 5.  Other Events

         A press release dated July 14, 1998, issued by Donaldson, Lufkin &
Jenrette, Inc., is filed herewith as an exhibit concerning second quarter
financial results and the information concerning the Company contained therein
is hereby incorporated in its entirety by reference.

         (c) Exhibit

Exhibit 99.1             Press release dated July 14, 1998.





<PAGE>


FOR IMMEDIATE RELEASE

Media Contact                                                  Investor Contact
Catherine M. Conroy                                               Kevin Zuccala
212-892-3275                                                       212-892-4693


                 DLJ SECOND QUARTER NET INCOME RISES 42 PERCENT
                           TO A RECORD $142.3 MILLION


         New York - July 14, 1998 - Donaldson, Lufkin & Jenrette, Inc. (NYSE:
DLJ) today reported that its second quarter net income rose 42 percent to a
record $142.3 million. Earnings per share (diluted) increased 33 percent to
$1.05 per share versus the $0.79 per share (adjusted for a two-for-one stock
split in May 1998) that the firm reported for the comparable quarter a year
ago. Total revenues for the second quarter of 1998 rose 47 percent to a record
$1.6 billion as the firm achieved all-time highs in commissions, underwritings
and fees.

         Net revenues for the quarter, or total revenues minus interest
expense, rose 45 percent to a record $1.2 billion. Average return on equity for
the second quarter was 26.1 percent. Book value at June 30, 1998, adjusted for
the two-for-one stock split, was $18.12 per common share.

         In a joint statement, Joe L. Roby, President and Chief Executive
Officer of Donaldson, Lufkin & Jenrette, Inc., and John S. Chalsty, DLJ's
Chairman, said, "These outstanding results arise from the tremendous momentum
we have generated in our investment banking and capital markets businesses. DLJ
has built well-rounded, highly competitive franchises, giving us leadership
positions in each of our major markets. The numbers, which speak for
themselves, document these achievements.

<PAGE>

         "Underwriting revenues nearly doubled, climbing to $352.7 million and
commission revenues rose 28 percent to $201.9 million - both are at record
levels. During the quarter, DLJ lead managed the decade's largest high-yield
offering, a $3.45 billion bond issue for Niagara Mohawk Power Corporation. DLJ
continues to be the leading underwriter in the high-yield market.

         "We also made considerable progress in building our M&A practice. Fee
income for the quarter grew by more than 80 percent to a record $318.4 million
as revenues generated by our M&A activities more than doubled. According to
Securities Data Company, during the first half of the year DLJ was the number
six ranked financial advisor on both a domestic and global basis as measured by
the dollar volume of our announced assignments. Among the quarter's highlights
was our role as financial advisor to Tele-Communications, Inc. in its $69
billion pending merger with AT&T Corp.

         Messrs. Roby and Chalsty continued, "During the second quarter, net
interest increased 72 percent to $212.0 million, largely as a result of a
highly successful trading strategy employed by our Emerging Markets Group. The
group's profits, which were at record levels for the quarter, are realized as
net interest revenues rather than as trading gains. The increase in net
interest revenues more than offsets the decreases in trading revenues.
Consequently, DLJ recorded only $30.4 million in trading revenues for the
second quarter, a decline of 67 percent. In the aggregate, however, net
interest and trading gains increased 12 percent during the quarter."

         A RECORD SIX MONTHS

         For the first six months of 1998, DLJ's net income rose 48 percent to
a record $276.5 million. Earnings per share (diluted) were $2.05, 39 percent
greater than the $1.47 (adjusted for the two-for-one stock split) 


                                       2
<PAGE>

reported for the comparable period a year ago. Total revenues for the first
half of the year rose 49 percent to a record $3.1 billion. Average return on
equity for the period was 26.4 percent.

         Donaldson, Lufkin & Jenrette is a leading integrated investment and
merchant bank serving institutional, corporate, government and individual
clients. DLJ's businesses include securities underwriting; sales and trading;
investment and merchant banking; financial advisory services; investment
research; venture capital; correspondent brokerage services; on-line,
interactive brokerage services; and asset management. Founded in 1959 and
headquartered in New York City, DLJ employs approximately 7,700 people
worldwide and maintains offices in 14 cities in the United States and 11 cities
in Europe, Latin America and Asia. The company's common stock trades on the New
York Stock Exchange under the ticker symbol DLJ. For more information on
Donaldson, Lufkin & Jenrette, refer to the company's world wide web site at
http://www.dlj.com.

                            Financial Tables Follow


                                       3
<PAGE>


              DONALDSON, LUFKIN & JENRETTE, INC. AND SUBSIDIARIES
                 CONSOLIDATED SUMMARY OF OPERATIONS (UNAUDITED)
           (in thousands, except per share data and financial ratios)

<TABLE>
<CAPTION>
                                                      --------------------------------------------------------
                                                             QUARTERS ENDED             SIX MONTHS ENDED
                                                                JUNE 30,                    JUNE 30,
                                                          1998          1997           1998            1997
                                                      --------------------------------------------------------
<S>                                                   <C>            <C>             <C>            <C>       
Revenues:
  Commissions                                         $  201,942     $  158,346      $  400,466     $  326,696
  Underwritings                                          352,675        181,538         673,474        357,360
  Fees                                                   318,436        176,695         573,807        322,827
  Interest-net (1)                                       590,264        369,992       1,155,053        689,720
  Principal transactions-net:                                                                        
    Trading                                               30,420         92,892         134,723        247,308
    Investment                                            47,195         63,533          88,493         64,380
  Other                                                   15,813         18,184          24,150         34,292
                                                      ----------     ----------      ----------     ----------
      Total revenues                                   1,556,745      1,061,180       3,050,166      2,042,583
                                                      ----------     ----------      ----------     ----------
 
Costs and expenses:
  Compensation and benefits                              672,966        442,330       1,317,050        865,779
  Interest                                               378,241        247,006         752,107        465,177
  Brokerage, clearing, exchange                                                                      
    fees, and other                                       72,916         51,305         129,237        109,785
  Occupancy and equipment                                 64,614         45,335         124,048         85,305
  Communications                                          21,658         15,927          41,159         29,771
  Other operating expenses                               115,850         92,277         238,815        175,766
                                                      ----------     ----------      ----------     ----------
    Total costs and expenses                           1,326,245        894,180       2,602,416      1,731,583
                                                      ----------     ----------      ----------     ----------

Income before provision for
   income taxes                                          230,500        167,000         447,750        311,000
                                                      ----------     ----------      ----------     ----------

Provision for income taxes                                88,200         66,800         171,300        124,400
                                                      ----------     ----------      ----------     ----------

Net income                                            $  142,300     $  100,200      $  276,450     $  186,600
                                                      ==========     ==========      ==========     ==========

Dividends on preferred stock                          $    5,289     $    2,970      $   10,732     $    6,204
                                                      ==========     ==========      ==========     ==========

Earnings applicable to
   common shares                                      $  137,011     $   97,230      $  265,718     $  180,396
                                                      ==========     ==========      ==========     ==========

Earnings per share (2):
   Basic                                              $     1.17     $     0.88      $     2.29     $     1.65
   Diluted                                            $     1.05     $     0.79      $     2.05     $     1.47
                                                      ==========     ==========      ==========     ==========
 
Weighted average common shares (2):                                                                  
   Basic                                                 117,394        110,234         116,244        109,180
   Diluted                                               130,661        124,106         129,795        122,634
                                                      ==========     ==========      ==========     ==========
</TABLE>


                                       4
<PAGE>

              DONALDSON, LUFKIN & JENRETTE, INC. AND SUBSIDIARIES
                 CONSOLIDATED SUMMARY OF OPERATIONS (UNAUDITED)
           (in thousands, except per share data and financial ratios)

<TABLE>
<CAPTION>
                                                      --------------------------------------------------------
                                                             QUARTERS ENDED             SIX MONTHS ENDED
                                                                JUNE 30,                    JUNE 30,
                                                          1998          1997           1998            1997
                                                      --------------------------------------------------------
<S>                                                   <C>            <C>             <C>            <C>       

Balance Sheet Data at end of period:
  Long-term borrowings (3)                                                            $2,563,206     $1,551,417
                                                                                      ==========     ==========
                                                                                    
  Redeemable preferred stock                                                          $  200,000     $  200,000
                                                                                      ==========     ==========

  Total stockholders' equity  (2,4)                                                   $2,538,768     $1,824,395
                                                                                      ==========     ==========

  Book value per common share                                                       
     outstanding                                                                      $    18.12     $    13.91
                                                                                      ==========     ==========

  Common shares and RSUs outstanding                                                
     at end of period                                                                    119,438        116,764
                                                                                      ==========     ==========

Other Financial Data at end of period:                                              
  Ratio of long-term borrowings to total                                            
     capitalization (5)                                                                    48.3%          41.8%
  Return on average common stockholders'                                            
     equity (6)                                          26.1%            24.7%            26.4%          23.5%
</TABLE>
                                                                          
                                                                                
(1)  Interest-net is net of interest expense to finance U.S. Government, agency
     and mortgage-backed securities of $782.7 million, $751.9 million, $1,548.8
     million and $1,365.8 million, respectively.

(2)  The Board of Directors declared a two-for-one stock split of the Company's
     common stock and the stockholders approved an increase in the number of
     authorized common shares from 150 million to 300 million. The stock split
     was effected in the form of a 100% stock dividend to stockholders of
     record on April 27, 1998, and was paid on May 11, 1998. The par value of
     the common stock remained at $.10 per share. All share and per share
     amounts have been restated for the effect of the stock split.

     Basic earnings per common share amounts have been calculated by dividing
     earnings applicable to common shares (net income less preferred dividends)
     by the weighted average actual common shares outstanding, i.e., excluding
     the effect of potentially dilutive securities. Diluted earnings per common
     share include the dilutive effects of the Restricted Stock Unit Plan and
     the dilutive effect of options and convertible debt calculated under the
     treasury stock method and "if-converted" method, respectively.

(3)  In May 1998, the Company filed a shelf registration statement which
     enables the Company to issue from time to time up to $1.625 billion in
     aggregate principal amount of senior or subordinated debt securities,
     preferred stock, common stock and warrants. In June 1998, the Company
     issued $500 million 6 1/2% Senior Notes due 2008 from this shelf
     registration.

(4)  In January 1998, the Company issued 3.5 million shares of Fixed/Adjustable
     Rate Cumulative Preferred Stock, Series B, with a liquidation preference
     of $50 per share ($175.0 million aggregate liquidation value).

(5)  Long-term borrowings and total capitalization (the sum of long-term
     borrowings, preferred stock, and stockholders' equity) exclude current
     maturities (one year or less) of long-term borrowings.

(6)  Return on average common stockholders' equity is calculated on an
     annualized basis for periods of less than one full year using a four-point
     average and is based on earnings applicable to common shares.

                                        5
<PAGE>


                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange At 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.
          

                                          /s/ Marjorie White
                                          ----------------------------------
                                          Marjorie White
                                          Secretary


July 15, 1998




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