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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
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Date of Report (Date of earliest event reported) June 22, 1998
Commission File Number 1-6862
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of registrant)
Delaware 13-1898818
(State of organization) (I.R.S. Employer Identification Number)
277 Park Avenue
New York, New York 10172
(Address of principal executive offices and zip code)
(212) 892-3000
(Registrant's telephone Number)
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Page 1 of 4
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ITEM 5. OTHER EVENTS
On June 22, 1998, Donaldson, Lufkin & Jenrette, Inc. (the "Company")
and the agents identified in a Distribution Agreement, dated as of September 3,
1997 (the "Distribution Agreement") amended the Distribution Agreement (the
"Amendment to Distribution Agreement") pursuant to which Medium-Term Notes due
Nine Months or More from Date of Issue ("Medium-Term Notes") will be
distributed. The Amendment to Distribution Agreement increased the aggregate
principal amount of Medium-Term Notes distributed thereunder from $500,000,000
to up to $650,000,000 or the equivalent thereof in one or more other currencies
or currency units such as the European Currency Unit. The Amendment to
Distribution Agreement is attached hereto as Exhibit 1.1 and incorporated by
reference herein. The Distribution Agreement was filed as an Exhibit to a
Report on Form 8-K dated September 9, 1997 and is incorporated by reference
herein.
The Medium-Term Notes are part of the $1,000,000,000 in debt securities
registered by the Company pursuant to a Registration Statement, as amended (the
"Registration Statement") filed with the Securities and Exchange Commission
("Commission") on Form S-3 (Registration No. 333-34149) pursuant to Rule 415
promulgated by the Commission under the Securities Act of 1933, as amended (the
"Act"). Pursuant to the Registration Statement, the Company has filed a
Prospectus Supplement dated June 23, 1998, to the Prospectus dated August 22,
1997, providing for the issuance of Medium-Term Notes in an aggregate principal
amount up to $650,000,000. The Medium-Term Notes may bear fixed or floating
rates of interest and may also be issued as Indexed Notes, Dual Currency Notes,
Renewable Notes, Amortizing Notes or as Original Issue Discount Notes as
described in the Prospectus Supplement. A form of Fixed Rate Medium-Term Note
and Regular Floating Rate Medium-Term Note were filed as Exhibits 4.2 and 4.3,
respectively, to the Report on Form 8-K dated September 9, 1997, and are
incorporated by reference herein. The Chase Manhattan Bank (the "Calculation
Agent") may perform certain services in connection with the issuance of
Medium-Term notes bearing floating rates of interest or bearing fixed rates of
interest determined by reference to an interest rate formula, if any, pursuant
to a Calculation Agent Agreement between the Company and the Calculation Agent.
The Calculation Agent Agreement was filed as Exhibit 4.4 to the Report on Form
8-K dated September 9, 1997 and is incorporated by reference herein. Tax
consequences of ownership and disposition of notes are described in the
Prospectus Supplement. The opinion of Wilmer, Cutler & Pickering, special tax
counsel to the Company, is attached hereto as Exhibit 8.1 and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
c. Exhibits.
1.1 Amendment to Distribution Agreement.
5.1 Opinion of Wilmer, Cutler & Pickering.
8.1 Tax Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Opinion of Wilmer, Cutler & Pickering
(included in Exhibits 5.1 and 8.1).
Page 2 of 4
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SIGNATURE
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.
By: /s/ Charles J. Hendrickson
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Name: Charles J. Hendrickson
Title: Senior Vice President
and Treasurer
Dated: June 24, 1998
Page 3 of 4
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ------- ------------
1.1 Amendment to Distribution Agreement.
5.1 Opinion of Wilmer, Cutler & Pickering.
8.1 Tax Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Opinion of Wilmer, Cutler & Pickering
(included in Exhibits 5.1 and 8.1).
Page 4 of 4
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[DONALDSON, LUFKIN & JENRETTE, INC. LETTERHEAD]
June 22, 1998
DONALDSON, LUFKIN & JENRETTE FIRST CHICAGO CAPITAL MARKETS
SECURITIES CORPORATION INC.
277 Park Avenue One First National Plaza
New York,New York 10172 Mail Suite 0595
Chicago, Illinois 60670
BANCAMERICA ROBERTSON
STEPHENS NATIONSBANC MONTGOMERY
40 East 52nd Street, 6th Floor SECURITIES LLC
New York, New York 10022 NC1-007-07-01
100 North Tryon Street
CHASE SECURITIES INC. Charlotte, North Carolina 28255
270 Park Avenue
New York, New York 10017 PARIBAS
10 Harewood Avenue
CITICORP SECURITIES, INC. London NW1 6AA
399 Park Avenue, 7th Floor England
New York, New York 10043
SOCIETE GENERALE SECURITIES
CREDIT LYONNAIS SECURITIES (USA) CORPORATION
INC. 1221 Avenue of the Americas, 6th Floor
1301 6th Avenue, 17th Floor New York, New York 10020
New York, New York 10019
UBS SECURITIES LLC
DEUTSCHE BANK SECURITIES INC. 299 Park Avenue, 26th Floor
31 West 52nd Street, 3rd Floor New York, New York 10171
New York, New York 10019
Ladies and Gentlemen:
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation (the
"Company"), has entered into a Distribution Agreement dated September 3, 1997
(the "Distribution Agreement"), with you in respect to the issue and sale from
time to time by the Company of its Medium-Term Notes due from nine months or
more from date of issue (the "Notes") at an aggregate initial offering price of
up to $500,000,000. The Company proposes to increase the aggregate principal
amount of the Notes that can be issued to $650,000,000. The Company proposes to
amend the Distribution Agreement to provide that it shall apply to the
additional aggregate principal amount of the Notes to be issued.
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Accordingly, this will confirm the Company's agreement with you that
the first paragraph of the Distribution Agreement is hereby amended and
restated as provided in Attachment A attached hereto. All references to the
Notes in the Distribution Agreement shall hereinafter refer to the $650,000,000
aggregate principal amount of the Notes.
Except as provided in the preceding paragraph, the terms and
conditions of the Distribution Agreement shall remain in full force and effect.
This letter may be signed on counterparts, each of which shall be an
original, and all of which together shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us one counterpart hereof, whereupon this
letter and your acceptance shall represent a binding Agreement among you and
the Company.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Charles J. Hendrickson
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Name: Charles J. Hendrickson
Title: Senior Vice President
and Treasurer
The foregoing agreement is
hereby confirmed and accepted
as of the date first above
written:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Roger J. Thomson
-----------------------------
Name: Roger J. Thomson
Title: Senior Vice President
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BANCAMERICA ROBERTSON STEPHENS
By: /s/ John Mulry
-------------------------------------
Name: John Mulry
Title: Managing Director
PARIBAS
By: /s/ Janet Strickland
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Name: Janet Strickland
Title: Authorized Signatory
CHASE SECURITIES INC.
By: /s/ Robert L. Taylor
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Name: Robert L. Taylor
Title: Managing Director
CITICORP SECURITIES, INC.
By: /s/ J. Darrell Thomas
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Name: J. Darrell Thomas
Title: Managing Director
CREDIT LYONNAIS SECURITIES (USA) INC.
By: /s/ David C. Travis
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Name: David C. Travis
Title: Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ Gregory B. Williams By: /s/ Kelly Creel
------------------------------------- ---------------------------------
Name: Gregory B. Williams Name: Kelly Creel
Title: Managing Director Title: Assistant Vice President
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FIRST CHICAGO CAPITAL MARKETS INC.
By: /s/ Kimberly A. Hunter
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Name: Kimberly A. Hunter
Title: Managing Director
NATIONSBANC MONTGOMERY SECURITIES LLC
By: /s/ Lynn T. McConnell
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Name: Lynn T. McConnell
Title: Managing Director
SOCIETE GENERALE SECURITIES CORPORATION
By: /s/ John L. Kelly
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Name: John L. Kelly
Title: Managing Director
UBS SECURITIES LLC
By: /s/ Barry Widelitz
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Name: Barry Widelitz
Title: Vice President
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Attachment A
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation (the
"Company"), confirms its agreement with each of you (individually, an "Agent"
and collectively, the "Agents") with respect to the issue and sale from time to
time by the Company of its Medium-Term Notes due from nine months or more from
date of issue (the "Notes") at an aggregate initial offering price of up to
$650,000,000 (or the equivalent thereof in one or more foreign currencies or
currency units), as such amount shall be reduced by the aggregate initial
offering price of any other debt securities issued by the Company after the
date hereof, whether within or without the United States ("Other Securities")
pursuant to the registration statement referred to below to the extent that the
aggregate initial offering price of such other debt securities exceeds
$350,000,000, and agrees with each of you (individually, an "Agent," and
collectively, the "Agents," which term shall include any additional agents
appointed pursuant to Section 13 hereof) as set forth in this Agreement. The
Notes will be issued under an indenture dated as of September 3, 1997 (the
"Indenture") between the Company and The Chase Manhattan Bank as Trustee (the
"Trustee"). The Notes shall have the maturities, interest rates, redemption
provisions, if any, and other terms set forth in the Prospectus referred to
below as it may be amended or supplemented from time to time. The Notes will be
issued, and the terms and rights thereof established, from time to time by the
Company in accordance with the Indenture.
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[WILMER, CUTLER & PICKERING LETTERHEAD]
June 23, 1998
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
We have acted as special counsel in connection with the Company's
Registration Statement on Form S-3, Registration No. 333-34149 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of the
sale by Donaldson, Lufkin & Jenrette, Inc. (the "Company") from time to time of
up to $1,000,000,000 aggregate principal amount of senior and subordinated debt
securities (the "Debt Securities"). Pursuant to the Registration Statement, the
Company has filed a Prospectus Supplement dated June 23, 1998, to the
Prospectus dated August 22, 1997, providing for the issuance of Medium Term
Notes due Nine Months or More from Date of Issue (the "Notes") in an aggregate
principal amount of up to $650,000,000.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that:
The Notes issued pursuant to the Indenture dated September 3, 1997 (as
amended, the "Indenture"), between the Company and the Trustee, have been duly
authorized and, when executed, authenticated, issued and delivered in
accordance with the Indenture and the Distribution Agreement, dated as of
September 3, 1997, as amended as of June 23, 1998 (as
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Donaldson, Lufkin & Jenrette, Inc.
June 23, 1998
- 2 -
amended the "Distribution Agreement") such Notes will constitute a valid and
binding obligation of the Company, enforceable in accordance with their terms,
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
In connection with the opinion expressed above, we have assumed that
none of the terms of the Notes to be established subsequent to the date hereof
will violate any applicable law or will result in a violation of any provision
of any instrument or agreement then binding upon the Company, or any
restriction imposed by any court or governmental body having jurisdiction over
the Company.
We are members of the bar of the District of Columbia, New York and
Maryland. The opinions expressed herein concern only the effect of (i) New York
law, (ii) the General Corporation Law of the State of Delaware and (iii)
federal law. Except as expressly noted, we have not considered, and express no
opinion on, the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K which will be filed in connection with the issuance of the Notes.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ Russell J. Bruemmer
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Russell J. Bruemmer, a partner
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[WILMER, CUTLER & PICKERING LETTERHEAD]
June 23, 1998
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
We have acted as special tax counsel to Donaldson, Lufkin & Jenrette,
Inc. (the "Company") in connection with the registration of $650,000,000 of the
Company's Medium- Term Notes (the "Notes"). We hereby confirm the opinion (the
"Opinion") set forth under the caption "Certain United States Federal Income
Tax Considerations" in the prospectus supplement, dated June 23, 1998 (the
"Prospectus Supplement"), that supplements the registration statement on Form
S-3 filed by the Company with the Securities and Exchange Commission on August
22, 1997.
We hereby consent to the use of our name under the caption "Certain
United States Federal Income Tax Considerations" in the Prospectus Supplement.
The issuance of such a consent does not concede that we are an "Expert" for the
purposes of the Securities Act of 1933.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Terrill A. Hyde
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Terrill A. Hyde
A Partner
