<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-1898818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
-----------------
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 892-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------
MICHAEL A. BOYD
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 892-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
COPIES TO:
DEANNA L. KIRKPATRICK
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
AMOUNT
TITLE OF EACH CLASS OF TO BE
SECURITIES TO BE REGISTERED REGISTERED
<S> <C>
Senior Debt Securities, Subordinated Debt Securities,
Preferred Stock, Common Stock and Warrants ............ $1,500,000,000(2)(3)(4)
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) PRICE(1) FEE
<S> <C> <C> <C>
Senior Debt Securities, Subordinated Debt Securities,
Preferred Stock, Common Stock and Warrants ............ 100% $1,500,000,000 $442,500
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o) exclusive of accrued interest and dividends, if
any.
(2) Such indeterminable number or amount of Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock, Common Stock and Warrants
of the registrant as may from time to time be issued at indeterminable
prices. This Registration Statement also includes such indeterminable
number or amount of Senior Debt Securities, Subordinated Debt Securities,
Preferred Stock and Common Stock as may be issued from time to time upon
conversion or exchange of the securities being registered hereunder.
(3) Such amount in U.S. dollars or the equivalent in foreign denominated
currency or currency units or, if any Senior Debt Securities or
Subordinated Debt Securities are issued at original issue discount, such
greater amount as shall result in an aggregate initial offering price of
$1,500,000,000.
(4) This Registration Statement also relates to offers and sales of Senior
Debt Securities, Subordinated Debt Securities, Preferred Stock, Common
Stock and Warrants in connection with market-making transactions by and
through affiliates of the registrant, including Donaldson, Lufkin &
Jenrette Securities Corporation.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $125,000,000 of Senior
Debt Securities, Subordinated Debt Securities and Preferred Stock registered
and remaining unissued under Registration Statement No. 333-40925 previously
filed by the Registrant, in respect of which $37,879 has been paid to the
Commission as a filing fee.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 22, 1998
PROSPECTUS
, 1998
$1,625,000,000
DONALDSON, LUFKIN & JENRETTE, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
Donaldson Lufkin & Jenrette, Inc. (the "Company") may from time to time
offer, together or separately, (i) senior or subordinated debt securities
("Debt Securities"), (ii) shares of its preferred stock, par value $0.01 per
share ("Preferred Stock"), (iii) shares of its common stock, par value $0.10
per share ("Common Stock"), or (iv) warrants ("Warrants"), including Warrants
to purchase Debt Securities, Preferred Stock or Common Stock. The Debt
Securities, Preferred Stock, Common Stock and Warrants are collectively called
the "Securities."
The Securities offered pursuant to this Prospectus may be issued in one or
more series or issuances in U.S. dollars or in one or more foreign currencies,
currency units or composite currencies. The aggregate initial public offering
price of the securities to be offered by this Prospectus shall not exceed
$1,625,000,000 (or its equivalent in one or more foreign currencies, currency
units or composite currencies). Specific terms of the securities in respect of
which this Prospectus is being delivered (the "Offered Securities") will be set
forth in an accompanying Prospectus Supplement (a "Prospectus Supplement"),
together with the terms of the offering of the Offered Securities, the initial
price thereof and the net proceeds from the sale thereof. The Prospectus
Supplement will also set forth with regard to the particular Offered
Securities, without limitation, the following: (i) in the case of Debt
Securities, the ranking as senior or subordinated debt securities, the specific
designation, aggregate principal amount, authorized denomination, maturity,
rate (which may be fixed or variable) or method of calculation of interest and
dates for payment thereof, and any exchangeability, conversion, redemption,
prepayment or sinking fund provisions and any listing on a securities exchange,
(ii) in the case of Preferred Stock, the specific designation, number of
shares, purchase price and the rights, preferences and privileges thereof and
any qualifications or restrictions thereon (including dividends, liquidation
value, voting rights, terms for the redemption or exchange or conversion
thereof and any other specific terms of the Preferred Stock) and any listing on
a securities exchange and (iii) in the case of Warrants, the specific
designation, the number, purchase price and terms thereof, any listing of the
Warrants or related securities on a securities exchange and any other terms in
connection with the offering, sale and exercise of the Warrants, as well as the
terms of the securities that can be purchased with such Warrants. Unless
otherwise indicated in the Prospectus Supplement, the Company does not intend
to list any of the Securities on a national securities exchange.
The Common Stock is listed on the New York Stock Exchange, Inc. ("NYSE")
under the symbol "DLJ".
The Offered Securities may be offered directly, through agents designated
from time to time, through dealers or through underwriters. Such agents or
underwriters may act alone or with other agents or underwriters. See "Plan of
Distribution." Any such agents, dealers or underwriters will be set forth in a
Prospectus Supplement. If an agent of the Company, or a dealer or underwriter
is involved in the offering of the Offered Securities, the agent's commission,
dealer's purchase price, underwriter's discount and net proceeds to the
Company, as the case may be, will be set forth in, or may be calculated from,
the Prospectus Supplement. Any underwriters, dealers or agents participating in
the offering may be deemed "underwriters" within the meaning of the Securities
Act of 1933, as amended.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by the Company, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. The Common Stock and Series A and B Fixed Adjustable Rate
Preferred Stock are listed on the NYSE and reports and other information
concerning the Company can also be inspected at the office of the NYSE, 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Offered Securities. This
Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Offered Securities. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
or incorporated by reference herein are not necessarily complete, and in each
instance reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1997, Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and
Current Report on Form 8-K filed on April 14, 1998, previously filed by the
Company with the Commission, are incorporated by reference in this Prospectus.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the termination of the offering of the Offered Securities offered hereby, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statements as modified or superseded shall
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus (other than certain exhibits to
such documents). Requests for such documents should be directed to Donaldson,
Lufkin & Jenrette, Inc., 277 Park Avenue, New York, New York 10172, Attention:
Corporate Secretary (Telephone: (212) 892-3000).
2
<PAGE>
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement,
proceeds from the sale of the Offered Securities will be used by the Company
for general corporate purposes, including refinancing of existing indebtedness,
and initially may be temporarily invested in short-term securities.
RATIOS OF EARNINGS
TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for the
Company for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
--------------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (1) ................. 1.20 1.10 1.11 1.16 1.16 1.19
Ratio of earnings to combined
fixed charges and preferred
stock dividends (2) ......... 1.20 1.09 1.10 1.16 1.16 1.18
</TABLE>
- ----------
(1) For the purpose of calculating the ratio of earnings to fixed charges (i)
earnings consist of income before provision for income taxes and fixed
charges and (ii) fixed charges consist of interest expense and one-third
of rental expense which is deemed representative of an interest factor.
(2) For the purpose of calculating the ratio of earnings to combined fixed
charges and preferred stock dividends (i) earnings consist of income
before provision for income taxes and fixed charges and (ii) fixed
charges consist of interest expense and one-third of rental expense which
is deemed representative of an interest factor. No preferred dividends
were paid until 1994.
3
<PAGE>
THE COMPANY
Donaldson, Lufkin & Jenrette, Inc. (the "Company) is a leading integrated
investment and merchant bank serving institutional, corporate, governmental and
individual clients both domestically and internationally. The Company is a
holding company which conducts its business through various subsidiaries
including its principal broker-dealer subsidiary, Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJSC"). The business of the Company includes
securities underwriting, sales and trading, merchant banking, financial
advisory services, investment research, venture capital, correspondent
brokerage services, online interactive brokerage services, asset management and
other advisory services.
Founded in 1959, the Company initially focused on providing in-depth
investment research to institutional investors. In 1970, the Company became the
first member firm of the NYSE to be owned publicly. Fifteen years later, the
Company was purchased by The Equitable Life Assurance Society of the United
States ("Equitable Life"). Prior to the Company's initial public offering in
October 1995, the Company was an independently operated indirect wholly owned
subsidiary of The Equitable Companies Incorporated ("Equitable"). At March 1,
1998, Equitable owned 73.1% of the Company's issued and outstanding common
stock. Equitable is a diversified financial services organization and one of
the world's largest investment management organizations. AXA, a French holding
company for an international group of insurance and related financial services
companies, is Equitable's largest stockholder, beneficially owning, at March 1,
1998, approximately 59.0% of Equitable's outstanding common stock.
The Company conducts its business through three principal operating
groups: the Banking Group, which includes the Company's Investment Banking,
Merchant Banking and Emerging Markets Groups; the Capital Markets Group,
consisting of the Company's Fixed Income, Institutional Equities and Equity
Derivatives Divisions and Sprout, its venture capital affiliate; and the
Financial Services Group, comprised of the Pershing Division, the Investment
Services Group and the Asset Management Group.
In 1997, the Company took steps toward achieving its goal of establishing
a strong international presence. The acquisition of the Phoenix Securities
Group ("Phoenix"), a London-based investment bank provided the opportunity to
enhance the Company's international merger and acquisition and leveraged
financing capabilities. In 1997, the Company also acquired London Global
Securities ("London Global"), a leading international securities financing
intermediary. In addition to these acquisitions, a new high-yield group was
established in London.
All business groups have planned expansion of their international
activities. An investment banking group is in the process of being established
in Paris, joining the Company's institutional equity sales operation, as well
as investment banking and foreign equity trading operations in Russia and
Germany. The Company continues to target selected areas in the emerging markets
of Eastern Europe, Latin America and Asia. The Merchant Banking Group has
expanded its international efforts, with significant investments in the United
Kingdom, Italy, France, Argentina and Brazil. By year-end 1997, the Company's
London operation employed more than 800 individuals. Total assets and total
revenues related to the Company's foreign operations approximated $8.6 billion
and $535.2 million, respectively, at December 31, 1997. The Company's foreign
operations were not significant in 1996.
The following table illustrates the Company's revenue breakdown by its
principal operating groups, net of all interest. Net revenues, however, are not
necessarily indicative of the profitability of each group. Certain
reclassifications of prior years' amounts have been made to conform to the 1997
presentation.
NET REVENUES BY OPERATING GROUP:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Banking Group .................... $ 491.8 $ 390.0 $ 689.2 $ 935.8 $ 1,311.8
Capital Markets Group ............ 1,058.2 702.3 851.9 1,086.4 1,292.5
Financial Services Group ......... 455.3 458.2 619.5 827.6 1,008.9
Other ............................ (101.7) (45.6) (82.6) (92.3) (125.9)
--------- --------- --------- --------- ----------
Total net revenues ............... $ 1,903.6 $ 1,504.9 $ 2,078.0 $ 2,757.5 $ 3,487.3
========= ========= ========= ========= ==========
</TABLE>
4
<PAGE>
The Company currently conducts its operations in 14 cities in the United
States, including Atlanta, Austin, Boston, Chicago, Dallas, Houston, Jersey
City, Los Angeles, Menlo Park, Miami, New York, Oak Brook, Philadelphia and San
Francisco. The Company also has international offices located in 11 cities,
including Bangalore, Buenos Aires, Geneva, Hong Kong, London, Lugano, Mexico
City, Moscow, Paris, Sao Paulo and Tokyo.
The principal executive offices of the Company are located at 277 Park
Avenue, New York, NY 10172 and its telephone number is (212) 892-3000.
5
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 300,000,000 shares
of common stock, par value $0.10 per share, and 50,000,000 shares of preferred
stock, par value $0.01 per share. As of
March 31, 1998, the Company had 116,926,356 shares (after giving effect to a
stock dividend paid to holders of record on April 27, 1998) of Common Stock,
4,000,000 shares of Series A Fixed Adjustable Rate Preferred Stock (the "Series
A Preferred Stock") and 3,500,000 shares of Series B Fixed Adjustable Rate
Preferred Stock (the "Series B Preferred Stock") outstanding. The following
summary description of the capital stock of the Company is qualified in its
entirety by reference to the Certificate of Incorporation and the Bylaws of the
Company, copies of which have been filed with the Commission.
COMMON STOCK
Subject to the rights of the holders of any preferred stock which may be
outstanding, each holder of Common Stock on the applicable record date is
entitled to receive such dividends as may be declared by the Board of Directors
out of funds legally available therefor, and, in the event of liquidation, to
share pro rata in any distribution of the Company's assets after payment or
providing for the payment of liabilities and the liquidation preference of any
outstanding preferred stock. Each holder of Common Stock is entitled to one
vote for each share held of record on the applicable record date on all matters
presented to a vote of stockholders, including the election of directors.
Holders of Common Stock have no cumulative voting rights or preemptive rights
to purchase or subscribe for any stock or other securities and there are no
conversion rights or redemption or sinking fund provisions with respect to such
stock. All outstanding shares of Common Stock are fully paid and nonassessable.
The Common Stock is listed on the NYSE under the symbol "DLJ."
The transfer agent for the Common Stock is First Chicago Trust Company of
New York.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes 50,000,000 shares of
preferred stock. The Company's Board of Directors has the authority to issue
shares of preferred stock in one or more series and to fix, by resolution, the
terms of such securities, without any further vote or action by the
stockholders.
The applicable Prospectus Supplement will describe the following terms of
any preferred stock in respect of which this Prospectus is being delivered (to
the extent applicable to such preferred stock): (i) the specific designation,
number of shares, seniority and purchase price; (ii) any liquidation preference
per share; (iii) any date of maturity; (iv) any redemption, repayment or
sinking fund provisions; (v) any dividend rate or rates and the dates on which
any such dividends will be payable (or the method by which such rates or dates
will be determined); (vi) any voting rights; (vii) if other than the currency
of the United States of America, the currency or currencies including composite
currencies in which such preferred stock is denominated and/or in which
payments will or may be payable; (viii) the method by which amounts in respect
of such preferred stock may be calculated and any commodities, currencies or
indices, or value, rate or price, relevant to such calculation; (ix) whether
such preferred stock is exchangeable or convertible and, if so, the securities
or rights into which such preferred stock is exchangeable or convertible, and
the terms and conditions upon which such exchanges will be effected including
the initial exchange prices or rates, the exchange period and any other related
provisions; (x) the place or places where dividends and other payments on the
preferred stock will be payable; and (xi) any additional voting, dividend,
liquidation, redemption and other rights, preferences, privileges, limitations
and restrictions.
All shares of preferred stock offered pursuant to the applicable
Prospectus Supplement, or issuable upon exchange or exercise of any Offered
Securities, will, when issued, be fully paid and non-assessable. Any shares of
preferred stock so issued would have priority over the Common Stock with
respect to dividend or liquidation rights or both.
6
<PAGE>
SERIES A AND SERIES B FIXED ADJUSTABLE RATE PREFERRED STOCK
General. The Series A Preferred Stock is a single series consisting of
4,000,000 shares with a liquidation preference of $50 per share. The Series B
Preferred Stock is a single series consisting of 3,500,000 shares with a
liquidation preference of $50 per share. The holders of the Preferred Stock
have no preemptive rights. The Preferred Stock is not convertible into shares
of Common Stock of the Company and is fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will rank on a parity as to payment of dividends and distribution of
assets upon dissolution, liquidation or winding up of the Company with each
series of preferred stock issued hereunder. The Series A Preferred Stock ranks
on a parity with the Series B Preferred Stock and 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.
Dividends. Dividends on the Series A Preferred Stock are payable
quarterly at the annual rate of 5.94% or $2.97 per share through November 30,
2001. After November 30, 2001, dividends on the Series A Preferred Stock are
payable at the Applicable Rate from time to time in effect. The Applicable Rate
per annum for each dividend period beginning November 30, 2001 will generally
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 by the terms of the Series A Preferred Stock). 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 under "Changes in the Dividends Received Percentage").
Dividends on the Series B Preferred Stock are payable quarterly at the
annual rate of 5.30% or $2.65 per share through January 15, 2003. After January
15, 2003, dividends on the Series B Preferred Stock are payable at the
Applicable Rate from time to time in effect. The Applicable Rate per annum for
each dividend period beginning January 15, 2003 will generally be equal to
0.40% plus the highest of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate (each as defined by
the terms of the Series B Preferred Stock). The Applicable Rate per annum for
each dividend period beginning January 15, 2003, will not be less than 5.70%
nor greater than 11.30% (without taking into account any adjustments as
described below under "Changes in the Dividends Received Percentage").
Dividends on the Preferred Stock are cumulative and rights accrue to the
holders of the Preferred Stock if the Company fails to declare one or more
dividends on such series of 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.
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
reduce the percentage of the dividends received deduction (currently 70%) 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 generally be adjusted upward pursuant to a
specified formula set forth in the terms of the Series A Preferred Stock.
In addition, 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. See "Redemption."
If, prior to July 9, 1999, one or more amendments to the Code are enacted
which reduce the Dividends Received Percentage, the amount of each dividend on
each share of the Series B Preferred Stock for dividend payments made on or
after the date of enactment of such change will generally be adjusted upward
pursuant to a specified formula set forth in the terms of the Series B
Preferred Stock, provided however, that if the Dividends Received Percentage
shall be less than 50%, then the Dividend Received Percentage shall be deemed
to equal 50%.
7
<PAGE>
Voting Rights. The holders of shares of the Preferred Stock are not
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 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, and the holders of
the 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
Preferred Stock 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.
In addition, the affirmative vote or consent of the holders of at least 66
2/3% of the outstanding shares of the applicable series of Preferred Stock will
be required for any amendment of the certificate of incorporation of the
Company which will adversely affect the powers, preferences, privileges or
rights of such series of Preferred Stock. The affirmative vote or consent of
the holders of at least 66 2/3% of the outstanding shares of the Preferred
Stock and any other series of the Company's preferred stock ranking on a parity
with the Preferred Stock, 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 the
Preferred Stock, 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 Preferred Stock.
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, at the option of the Company, at $50 per
share, plus accrued and unpaid dividends. 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 will be or is adjusted as described
above under "Changes in the Dividends Received Percentage," the Company, at its
option, may redeem all, but not less than all, of the outstanding shares of the
Series A Preferred Stock at a redemption price specified by the terms of the
Series A Preferred Stock.
Prior to January 15, 2003, the Series B Preferred Stock is not redeemable.
On or after such date, each share of Series B Preferred Stock will be
redeemable, in whole or in part, at the option of the Company, at $50 per
share, plus accrued and unpaid dividends.
In addition, if the holders of the shares of the 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 a series
of Preferred Stock (the "Offer"), then each holder of such series of Preferred
Stock who does not sell their shares of Preferred Stock pursuant to the Offer
shall be deemed irrevocably to have voted or consented all shares of 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.
Holders of the Preferred Stock have no right to require redemption of the
Preferred Stock and the Preferred Stock is not subject to any mandatory
redemption, sinking fund or other similar provisions.
Transfer Agent and Registrar. The Bank of New York is the transfer agent,
registrar, dividend disbursing agent and redemption agent for the Series A
Preferred Stock and ChaseMellon Shareholder Services, L.L.C. is the transfer
agent, registrar, dividend disbursing agent and redemption agent for the Series
B Preferred Stock.
The Series A Preferred Stock is listed on the New York Stock Exchange
under the symbol "DLJpfA" and the Series B Preferred Stock is listed on the New
York Stock Exchange under the symbol "DLJpfB."
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DESCRIPTION OF DEBT SECURITIES
The Company's Debt Securities, may constitute either senior debt
securities ("Senior Debt Securities") or subordinated debt securities
("Subordinated Debt Securities") of the Company and will be issued in the case
of Senior Debt Securities under an indenture (the "Senior Debt Indenture")
between Donaldson, Lufkin & Jenrette, Inc., as issuer, and Chase Manhattan
Bank, as trustee and in the case of Subordinated Debt Securities under an
indenture (the "Subordinated Debt Indenture") between Donaldson, Lufkin &
Jenrette, Inc., as issuer and Chase Manhattan Bank, as trustee. The Senior Debt
Indenture and the Subordinated Debt Indenture are sometimes hereinafter
referred to individually as an "Indenture" and collectively as the
"Indentures." Chase Manhattan Bank, in its capacity as trustee under either or
both of the Indentures is referred to herein as the "Trustee."
Copies of the Indentures have been included as exhibits to the
Registration Statement of which this Prospectus is a part and are also
available for inspection at the office of the Trustee. The Indentures are
subject to and governed by the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). Section references contained herein are to the
applicable Indenture. The following summaries of certain provisions of the
Indentures do not purport to be complete, and where reference is made to
particular provisions of the Indentures, such provisions, including definitions
of certain terms, are incorporated by reference as a part of such summaries or
terms, which are qualified in their entirety by such reference. The Indentures
are substantially identical except for provisions relating to subordination and
the Company's negative pledge.
GENERAL
Neither of the Indentures limits the aggregate principal amount of Debt
Securities which may be issued thereunder and each Indenture provides that Debt
Securities may be issued thereunder from time to time in one or more series.
The Debt Securities will be direct, unsecured senior or subordinated
obligations of the Company. Except as described under "--Negative Pledge,"
neither Indenture limits other indebtedness or securities which may be incurred
or issued by the Company or any of its subsidiaries or contains financial or
similar restrictions on the Company or any of its subsidiaries. The operations
of the Company are conducted through its subsidiaries, and, therefore, the
Company is dependent upon the earnings and cash flow of its subsidiaries to
meet its obligations, including obligations under the Debt Securities. The Debt
Securities will be effectively subordinated to all indebtedness of the
Company's subsidiaries. The Company's rights and the rights of its creditors,
including holders of Debt Securities, to participate in the distribution of
assets of any subsidiary upon such subsidiary's liquidation or reorganization
will be subject to prior claims of such subsidiary's creditors, including trade
creditors, except to the extent the Company may itself be a creditor with
recognized claims against such subsidiary. In addition, net capital
requirements under the Exchange Act and New York Stock Exchange rules
applicable to certain of the Company's subsidiaries could limit the payment of
dividends and the making of loans and advances to the Company by such
subsidiaries.
The applicable Prospectus Supplement will describe the following terms of
any Debt Securities in respect of which this Prospectus is being delivered (to
the extent applicable to such Debt Securities): (i) the ranking of such Debt
Securities as senior or subordinated debt securities; (ii) the designation of
such Debt Securities; (iii) the aggregate principal amount of such Debt
Securities; (iv) the date or dates on which principal of and premium, if any,
on such Debt Securities is payable; (v) the rate or rates at which such Debt
Securities shall bear interest, if any, or the method by which such rate shall
be determined, and the basis on which interest shall be calculated if other
than a 360-day year consisting of twelve 30-day months, the date or dates from
which such interest will accrue and on which such interest will be payable and
the related record dates; (vi) if other than the offices of the Trustee, the
place where the principal of and any premium or interest on such Debt
Securities will be payable; (vii) any redemption, repayment or sinking fund
provisions; (viii) if other than denominations of $1,000 or multiples thereof,
the denominations in which such Debt Securities will be issuable; (ix) if other
than the principal amount thereof, the portion of the principal amount due upon
acceleration; (x) whether the Debt Securities are convertible into Common Stock
and, if so, the terms and conditions upon which such conversion will be
effected, including the initial conversion price or conversion rate, the
conversion period and other conversion
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provisions; (xi) if other than U.S. dollars, the currency or currencies
(including composite currencies) in which such Debt Securities are denominated
or payable; (xii) whether such Debt Securities shall be issued in the form of a
Global Security or securities; (xiii) any other specific terms of such Debt
Securities; and (xiv) the identity of any trustees, depositories,
authenticating or paying agents, transfer agents or registrars with respect to
such Debt Securities. (Section 2.3)
Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without any service charge, at the office of the
Trustee. However, the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with any such
transfer or exchange. (Sections 2.7, 4.1 and 4.2)
Unless otherwise specified in the accompanying Prospectus Supplement,
interest on any series of Debt Securities will be payable on the interest
payment dates set forth in the accompanying Prospectus Supplement to the
persons in whose names the Debt Securities are registered at the close of
business on the related record date and will be paid, at the option of the
Company, by wire transfer or by checks mailed to such persons. (Sections 2.7,
4.1 and 4.2)
If the Debt Securities are issued as Original Issue Discount Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount, the Federal income tax consequences and other special
considerations applicable to such Original Issue Discount Securities will be
generally described in the Prospectus Supplement.
BOOK-ENTRY SYSTEM
If so specified in the accompanying Prospectus Supplement, Debt Securities
of any series may be issued under a book-entry system in the form of one or
more global Debt Securities (each a "Global Security"). Each Global Security
will be deposited with, or on behalf of a depositary, which, unless otherwise
specified in the accompanying Prospectus Supplement, will be The Depository
Trust Company, New York, New York (the "Depositary"). The Global Securities
will be registered in the name of the Depositary or its nominee.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.
Upon the issuance of a Global Security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters, dealers or agents. Ownership of beneficial interests in the
Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in the Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by such
participants. The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to own, transfer or pledge
beneficial interest in a Global Security.
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So long as the Depositary or its nominee is the registered owner of a
Global Security, it will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Except as set forth below, owners of a beneficial
interest in such Global Security will not be entitled to have the Debt
Securities represented thereby registered in their names, will not receive or
be entitled to receive physical delivery of certificates representing the Debt
Securities represented thereby and will not be considered the owners or holders
thereof under the applicable Indenture. Accordingly, each person owning a
beneficial interest in such Global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder under the applicable Indenture. The Company understands that under
existing practice, in the event that the Company requests any action of a
holder or a beneficial owner desires to take any action a holder is entitled to
take, the Depositary would act upon the instructions of, or authorize, the
participant to take such action.
Payment of principal of, premium, if any, and interest on, the Debt
Securities will be made to the Depositary or its nominee, as the case may be,
as the registered owner and holder of the Global Security representing such
Debt Securities. None of the Company, the Trustee, any paying agent or
registrar for the Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A Global Security representing
all but not part of the Debt Securities being offered pursuant to the
applicable Prospectus Supplement is exchangeable for Debt Securities in
definitive form of like tenor and terms if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for such
Global Security or if at any time the Depositary is no longer eligible to be,
or is not in good standing as, a clearing agency registered under the Exchange
Act, and in either case, a successor depositary is not appointed by the Company
within 90 days of receipt by the Company of such notice or of the Company
becoming aware of such ineligibility, or (ii) the Company in its sole
discretion at any time determines not to have all of the Debt Securities
represented by a Global Security and notifies the Trustee thereof. A Global
Security exchangeable pursuant to the preceding sentence shall be exchangeable
for Debt Securities registered in such names and in such authorized
denominations as the Depositary for such Global Security shall direct.
SENIOR DEBT
Payment of the principal of, premium, if any, and interest on Senior Debt
Securities issued under the Senior Debt Indenture will rank pari passu with all
other unsecured and unsubordinated debt of the Company.
SUBORDINATED DEBT
Payment of the principal of, premium, if any, and interest on Subordinated
Debt Securities issued under the Subordinated Debt Indenture will be
subordinate and junior in right of payment, to the extent and in the manner set
forth in the Subordinated Debt Indenture, to all Senior Indebtedness of the
Company. The Subordinated Debt Indenture does not contain any limitation on the
amount of Senior Indebtedness that can be incurred by the Company.
The Subordinated Debt Indenture provides that no payment may be made by or
on behalf of the Company on account of any obligation or, to the extent the
subordination thereof is permitted by
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applicable law, claim in respect of the Subordinated Debt Securities, including
the principal of, premium, if any, or interest on the Subordinated Debt
Securities, or to redeem (or make a deposit in redemption of), defease (other
than payments made by the Trustee pursuant to the provisions of the
Subordinated Debt Indenture described under "--Discharge, Defeasance and
Covenant Defeasance" with respect to a defeasance permitted by the Subordinated
Debt Indenture, including the subordination provisions thereof) or acquire any
of the Subordinated Debt Securities for cash, property or securities, (i) upon
the maturity of the Designated Senior Indebtedness or any other Senior
Indebtedness with an aggregate principal amount in excess of $1.0 million by
lapse of time, acceleration or otherwise, unless and until all principal of,
premium, if any, and interest on such Senior Indebtedness and all other
obligations in respect thereof are first paid in full in cash or cash
equivalents or such payment is duly provided for, or unless and until any such
maturity by acceleration has been rescinded or waived or (ii) in the event of
default in the payment of any principal of, premium, if any, or interest on or
any other amount payable in respect of the Designated Senior Indebtedness or
any other Senior Indebtedness with an aggregate principal amount in excess of
$1.0 million when it becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise, unless and until such
payment default has been cured or waived or has otherwise ceased to exist.
Upon the happening of a default (any event that, after notice or passage
of time would be an event of default) or an event of default (any event that
permits the holders of Senior Indebtedness or their representative or
representatives immediately to accelerate its maturity) with respect to any
Senior Indebtedness, other than a default in payment of the principal of,
premium, if any, or interest on such Senior Indebtedness, upon written notice
of such default or event of default given to the Company and the Trustee by the
holders of a majority of the principal amount outstanding of the Designated
Senior Indebtedness or their representative or, at such time as there is no
Designated Senior Indebtedness, by the holders of a majority of the principal
amount outstanding of all Senior Indebtedness or their representative or
representatives or, if such default or event of default results from the
acceleration of the Subordinated Debt Securities, immediately upon such
acceleration, then, unless and until such default or event of default has been
cured or waived or otherwise has ceased to exist, no payment may be made by or
on behalf of the Company with respect to any obligation or claim in respect of
the Subordinated Debt Securities, including the principal of, premium, if any,
or interest on the Subordinated Debt Securities or to redeem (or make a deposit
in redemption of), defease or acquire any of the Subordinated Debt Securities
for cash, property or securities. Notwithstanding the foregoing, unless the
Senior Indebtedness in respect of which such default or event of default exists
has been declared due and payable in its entirety within 180 days after the
date written notice of such default or event of default is delivered as set
forth above or the date of such acceleration as the case may be (the "Payment
Blockage Period"), and such declaration or acceleration has not been rescinded,
the Company shall be required then to pay all sums not paid to the Holders of
the Subordinated Debt Securities during the Payment Blockage Period due to the
foregoing prohibitions and to resume all other payments as and when due on the
Subordinated Debt Securities. Any number of such notices may be given; provided
however, that (i) during any 360 consecutive days, only one Payment Blockage
Period shall commence and (ii) any such default or event of default that
existed upon the commencement of a Payment Blockage Period may not be the basis
for the commencement of any other Payment Blockage Period, unless such default
or event of default shall have been cured or waived for a period of not less
than 90 consecutive days.
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company from any source whether in cash, property
or securities, shall be received by the Trustee or the Holders on account of
any obligation or claim in respect of the Subordinated Debt Securities at a
time when such payment or distribution is prohibited by the foregoing
provisions, such payment or distribution shall be held in trust for the benefit
of the holders of Senior Indebtedness, and shall be paid or delivered by the
Trustee or such Holders, as the case may be, to the holders of the Senior
Indebtedness remaining unpaid or unprovided for or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate amounts remaining unpaid on account
of the Senior Indebtedness held or represented by each, for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay or to provide for the payment in full in cash or cash equivalents of all
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.
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Upon any distribution of assets of the Company upon any dissolution,
winding up, total or partial liquidation or reorganization or readjustment of
the Company, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or a similar proceeding or upon assignment for the benefit of
creditors, or any other marshaling of the assets and liabilities of the Company
or otherwise, (i) the holders of all Senior Indebtedness would first be
entitled to receive payment in full in cash or cash equivalents (or have such
payment duly provided for) of the principal, premium, if any, and interest
payable in respect therefor before the Holders would be entitled to receive any
payment on account of the principal of, premium, if any, and interest on the
Subordinated Debt Securities, and (ii) any payment or distribution of assets of
the Company of any kind or character, from any source, whether in cash,
property or securities to which the Holders or the Trustee on behalf of the
Holders would be entitled, except for the subordination provisions contained in
the Subordinated Debt Indenture, would be paid by the liquidating trustee or
agent or other person making such a payment or distribution directly to the
holders of Senior Indebtedness remaining unpaid or unprovided for or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by
each, for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay or provide for the payment in full in
cash or cash equivalents of all such Senior Indebtedness, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness.
The holders of the Senior Indebtedness and their respective
representatives are authorized to demand specific performance of the provisions
with respect to subordination in the Subordinated Debt Indenture at any time
when the Company or any Holder shall have failed to comply with any provision
with respect to subordination in the Subordinated Debt Indenture applicable to
it, and the Company and each Holder irrevocably waives any defense based on the
adequacy of a remedy at law that might be asserted as a bar to the remedy of
specific performance of such subordination provision in any action brought
therefor by the holders of the Senior Indebtedness and their respective
representatives.
By reasons of such subordination, in the event of the liquidation or
insolvency of the Company, creditors of the Company who are not holders of
Senior Indebtedness, including Holders of the Subordinated Debt Securities, may
recover less, ratably, than holders of Senior Indebtedness.
No provision contained in the Subordinated Debt Indenture or the
Subordinated Debt Securities will affect the obligation of the Company, which
is absolute and unconditional, to pay, when due, principal of, premium, if any,
and interest on the Subordinated Debt Securities. The subordination provisions
of the Subordinated Debt Indenture and the Subordinated Debt Securities will
not prevent the occurrence of any Event of Default under the Indenture or limit
the rights of the Trustee or any Holder, except as provided in the seven
preceding paragraphs, to pursue any other rights or remedies with respect to
the Subordinated Debt Securities.
NEGATIVE PLEDGE
The Senior Debt Indenture provides that the Company and any successor
corporation will not, and will not permit any Subsidiary to, create, assume,
incur or guarantee any indebtedness for borrowed money secured by a pledge,
lien or other encumbrance except for Permitted Liens (as defined in the Senior
Debt Indenture) on the Voting Stock of DLJSC or any other Subsidiary of the
Company which shall hereafter succeed by merger or otherwise to all or
substantially all of the business of DLJSC (a "DLJSC Successor"), without
making effective provision whereby the Senior Debt Securities will be secured
equally and ratably with such secured indebtedness. (Senior Debt Indenture,
Section 4.3)
CERTAIN DEFINITIONS
The term "Holder" or "Securityholder" as defined in the applicable
Indenture means the registered holder of any Debt Security with respect to
registered Debt Securities and the bearer of any unregistered Debt Security or
any coupon appertaining thereto, as the case may be.
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The term "Designated Senior Indebtedness" means any class of Senior
Indebtedness the aggregate principal amount outstanding of which exceeds $50
million and which is specifically designated in the instrument evidencing such
Senior Indebtedness or the agreement under which such Senior Indebtedness
arises as "Designated Senior Indebtedness."
The term "Original Issue Discount Security" as defined in the applicable
Indenture means any Debt Security that provides for an amount less than the
principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2 of the applicable Indenture.
The term "Senior Indebtedness" as defined in the Subordinated Debt
Indenture means the principal of and premium, if any, and interest on (a) all
indebtedness of the Company, whether outstanding on the date of the
Subordinated Debt Indenture or thereafter created, (i) for money borrowed by
the Company; (ii) for money borrowed by, or obligations of, others and either
assumed or guaranteed, directly or indirectly, by the Company; (iii) in respect
of letters of credit and acceptances issued or made by banks; or (iv)
constituting purchase money indebtedness, or indebtedness secured by property
included in the property, plant and equipment accounts of the Company at the
time of the acquisition of such property by the Company, for the payment of
which the Company is directly liable, and (b) all deferrals, renewals,
extensions and refundings of, and amendments, modifications and supplements to,
any such indebtedness. As used in the preceding sentence, the term "purchase
money indebtedness" means indebtedness evidenced by a note, debenture, bond or
other instrument (whether or not secured by any lien or other security
interest) issued or assumed as all or a part of the consideration for the
acquisition of property, whether by purchase, merger, consolidation or
otherwise, unless by its terms such indebtedness is subordinated to other
indebtedness of the Company. Notwithstanding anything to the contrary in the
Subordinated Debt Indenture or the Subordinated Debt Securities, Senior
Indebtedness shall not include, (i) any indebtedness of the Company which, by
its terms or the terms of the instrument creating or evidencing it, is
subordinate in right of payment to or pari passu with the Subordinated Debt
Securities or (ii) any indebtedness of the Company to a subsidiary of the
Company. (Subordinated Debt Indenture, Section 1.1)
The term "Subsidiary" as defined in the applicable Indenture means with
respect to any Person, any corporation, association or other business entity of
which more than 50% of the outstanding Voting Stock (as defined in the
applicable Indenture) is owned directly or indirectly, by such Person and one
or more other Subsidiaries of such Person.
RESTRICTIONS ON MERGERS AND SALES OF ASSETS
Under each Indenture, the Company shall not consolidate with, merge with
or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (as an entirety or substantially
as an entirety in one transaction or a series of related transactions) to, any
Person (other than a consolidation with or merger with or into a Subsidiary of
the Company or a sale, conveyance, transfer, lease or other disposition to a
Subsidiary of the Company) or permit any Person to merge with or into the
Company unless: (a) either (i) the Company shall be the continuing Person or
(ii) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or that acquired or leased such property and
assets of the Company shall be a corporation organized and validly existing
under the laws of the United States of America or any jurisdiction thereof and
shall expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, all of the obligations of the Company on all of the Debt
Securities and under the applicable Indenture and the Company shall have
delivered to the Trustee an opinion of counsel stating that such consolidation,
merger or transfer and such supplemental indenture complies with the applicable
Indenture and that all conditions precedent provided for in the applicable
Indenture relating to such transaction have been complied with and that such
supplemental indenture constitutes the legal, valid and binding obligation of
the Company or such successor enforceable against such entity in accordance
with its terms, subject to customary exceptions; and (b) the Company shall have
delivered to the Trustee an officers' certificate to the effect that
immediately after giving effect to such transaction, no Default (as defined in
the applicable Indenture) shall have occurred and be continuing and an opinion
of counsel as to the matters set forth in clause (a) above. (Section 5.1)
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EVENTS OF DEFAULT
Events of Default defined in the applicable Indenture with respect to the
Debt Securities of any series are: (i) the Company defaults in the payment of
all or any part of the principal of any Debt Security of such series when the
same becomes due and payable at maturity, upon acceleration, redemption or
mandatory repurchase, including as a sinking fund installment, or otherwise;
(ii) the Company defaults in the payment of any interest on any Debt Security
of such series when the same becomes due and payable, and such default
continues for a period of 30 days; (iii) the Company defaults in the
performance of or breaches any other covenant or agreement of the Company in
the applicable Indenture with respect to any Debt Security of such series or in
the Debt Securities of such series and such default or breach continues for a
period of 60 consecutive days after written notice thereof has been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of
25% or more in aggregate principal amount of the Debt Securities of all series
under the applicable Indenture affected thereby; (iv) an involuntary case or
other proceeding shall be commenced against the Company or DLJSC (including for
purposes of clauses (iv) and (v) hereof any DLJSC Successor) with respect to
the Company or DLJSC or their respective debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of the
Company or DLJSC or for any substantial part of the property and assets of the
Company or DLJSC, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against the Company or DLJSC under any bankruptcy, insolvency or
other similar law now or hereafter in effect; (v) the Company or DLJSC (a)
commences a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consents to the entry of an order
for relief in an involuntary case under any such law, (b) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or DLJSC or
for all or substantially all of the property and assets of the Company or DLJSC
or (c) effects any general assignment for the benefit of creditors; (vi) an
event of default, as defined in any one or more indentures or instruments
evidencing or under which the Company has at the date of the applicable
Indenture or shall thereafter have outstanding an aggregate of at least
$25,000,000 aggregate principal amount of indebtedness for borrowed money,
shall happen and be continuing and such indebtedness shall have been
accelerated so that the same shall be or become due and payable prior to the
date on which the same would otherwise have become due and payable, and such
acceleration shall not be rescinded or annulled within ten days after notice
thereof shall have been given to the Company by the Trustee (if such event be
known to it), or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Debt Securities at the time outstanding
under the applicable Indenture; provided that if such event of default under
such indentures or instruments shall be remedied or cured by the Company or
waived by the holders of such indebtedness, then the Event of Default under the
applicable Indenture by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the part of
either the Trustee or any of the Holders; (vii) failure by the Company to make
any payment at maturity, including any applicable grace period, in respect of
at least $25,000,000 aggregate principal amount of indebtedness for borrowed
money and such failure shall have continued for a period of ten days after
notice thereof shall have been given to the Company by the Trustee (if such
event be known to it), or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of the Debt Securities at the time
outstanding under the applicable Indenture; provided that if such failure shall
be remedied or cured by the Company or waived by the holders of such
indebtedness, then the Event of Default under the applicable Indenture by
reason thereof shall be deemed likewise to have been thereupon remedied, cured
or waived without further action upon the part of either the Trustee or any of
the Holders; or (viii) any other Event of Default established with respect to
any series of Debt Securities issued pursuant to the applicable Indenture
occurs. (Section 6.1)
Each Indenture provides that if an Event of Default described in clauses
(i) or (ii) of the immediately preceding paragraph with respect to the Debt
Securities of any series then outstanding thereunder occurs and is continuing,
then, and in each and every such case, except for any series of Debt Securities
the principal of which shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities of any such affected series then
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outstanding under the applicable Indenture (each such series treated as a
separate class) by notice in writing to the Company (and to the Trustee if
given by Holders), may declare the entire principal amount (or, if the Debt
Securities of any such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series
established pursuant to the applicable Indenture) of all Debt Securities of
such affected series, and the interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clauses (iii)
or (viii) of the immediately preceding paragraph with respect to the Debt
Securities of one or more series then outstanding under the applicable
Indenture occurs and is continuing, then, in each and every such case, except
for any series of Debt Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount (or, if the Debt Securities of any such series
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to the applicable
Indenture) of the Debt Securities of all such affected series then outstanding
under the applicable Indenture (treated as a single class) by notice in writing
to the Company (and to the Trustee if given by Holders), may declare the entire
principal amount (or, if the Debt Securities of any such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series established pursuant to the applicable
Indenture) of all Debt Securities of all such affected series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of
Default described in clauses (iv) or (v) of the immediately preceding paragraph
occurs and is continuing, then the principal amount (or, if any Debt Securities
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to the applicable
Indenture) of all the Debt Securities then outstanding under the applicable
Indenture and interest accrued thereon, if any, shall be and become immediately
due and payable, without any notice or other action by any Holder or the
Trustee to the full extent permitted by applicable law. If an Event of Default
described in clauses (vi) or (vii) of the immediately preceding paragraph, or
in clauses (iii) or (viii) of the immediately preceding paragraph with respect
to the Debt Securities of all series then outstanding under the applicable
Indenture, occurs and is continuing, then, in each and every such case, either
the Trustee or the Holders of not less than 25% in aggregate principal amount
(or, if the Debt Securities of any outstanding series are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof established pursuant to the applicable Indenture) of all Debt
Securities of any series then outstanding under the applicable Indenture except
for any series of Debt Securities the principal of which shall have already
become due and payable (treated as a single class) by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the entire
principal amount (or, if the Debt Securities of any such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series established pursuant to the applicable
Indenture) of all Debt Securities of any series then outstanding under the
applicable Indenture, and the interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable. Upon certain conditions such declarations may be
rescinded and annulled and past defaults may be waived by the Holders of a
majority in principal of the then outstanding Debt Securities of all such
series that have been accelerated under the applicable Indenture (voting as a
single class). (Section 6.2) Because the ability of Holders to declare the Debt
Securities of any series due and payable upon an Event of Default under clauses
(iii), (vi), (vii) or (viii) of the immediately preceding paragraph depends on
the requisite action by Holders of all affected series of Debt Securities under
the applicable Indenture, if there is more than one series of Debt Securities
outstanding, Holders of a particular series of Debt Securities may be unable to
declare the Debt Securities under the applicable Indenture due and payable upon
an Event of Default described in clauses (iii), (vi), (vii) or (viii) of the
immediately preceding paragraph without action by Holders of such other series.
Each Indenture contains a provision under which, subject to the duty of
the Trustee during a default to act with the required standard of care, (i) the
Trustee may rely and shall be protected in acting or refraining from acting
upon any officers' certificate, opinion of counsel (or both), resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been
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signed or presented by the proper person or persons and the Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit; (ii) before the Trustee acts or refrains from
acting, it may require an officers' certificate and/or an opinion of counsel,
which shall conform to the requirements of the applicable Indenture and the
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion; subject to the terms of the
applicable Indenture, whenever in the administration of the trusts of the
applicable Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting to
take any action under the applicable Indenture, such matter (unless other
evidence in respect thereof be specifically prescribed in the applicable
Indenture) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an officers'
certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted to be taken by it under
the provisions of the applicable Indenture upon the faith thereof; (iii) the
Trustee may act through its attorneys and agents not regularly in its employ
and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care; (iv) any request, direction, order or demand
of the Company mentioned in the applicable Indenture shall be sufficiently
evidenced by an officers' certificate (unless other evidence in respect thereof
be specifically prescribed in the applicable Indenture); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
secretary or an assistant secretary of the Company; (v) the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by the
applicable Indenture at the request, order or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request, order or direction; (vi) the Trustee shall
not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within its rights or powers or for any action it
takes or omits to take in accordance with the direction of the Holders in
accordance with the applicable Indenture relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under the applicable
Indenture; (vii) the Trustee may consult with counsel of its selection and the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted to be taken by it under the applicable Indenture in good faith and in
reliance thereon; and (viii) prior to the occurrence of an Event of Default
under the applicable Indenture and after the curing or waiving of all Events of
Default, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, officers' certificate,
opinion of counsel, Board Resolution, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
coupon, security, or other paper or document unless requested in writing so to
do by the Holders of not less than a majority in aggregate principal amount of
the Debt Securities of all series affected then outstanding under the
applicable Indenture; provided that, if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of the applicable Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding. (Section
7.2)
Subject to such provisions in the applicable Indenture for the
indemnification of the Trustee and certain other limitations, the Holders of at
least a majority in aggregate principal amount (or, if any Debt Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to the applicable
Indenture) of the outstanding Debt Securities under the applicable Indenture of
all series affected (voting as a single class) may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of such series by the applicable Indenture; provided, that the
Trustee may refuse to follow any direction that conflicts with law or the
applicable Indenture, that may involve the Trustee in personal liability, or
that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction; and provided
further, that the Trustee may take any other action it deems proper that is not
inconsistent with any directions received from Holders of Debt Securities
pursuant to the applicable Indenture. (Section 6.5)
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Subject to various provisions in the applicable Indenture, the Holders of
at least a majority in principal amount (or, if the Debt Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to the applicable
Indenture) of the outstanding Debt Securities under the applicable Indenture of
all series affected (voting as a single class), by notice to the Trustee, may
waive an existing Default or Event of Default with respect to the Debt
Securities of such series and its consequences, except a Default in the payment
of principal of or interest on any Debt Security as specified in clauses (i) or
(ii) of the first paragraph of "--Events of Default" or in respect of a
covenant or provision of the applicable Indenture which cannot be modified or
amended without the consent of the Holder of each outstanding Debt Security
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default with respect to the Debt Securities of such series arising
therefrom shall be deemed to have been cured, for every purpose of the
applicable Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.
(Section 6.4)
Each Indenture provides that no Holder of any Debt Securities of any
series may institute any proceeding, judicial or otherwise, with respect to the
applicable Indenture or the Debt Securities of such series, or for the
appointment of a receiver or trustee, or for any other remedy under the
applicable Indenture, unless: (i) such Holder has previously given to the
Trustee written notice of a continuing Event of Default with respect to the
Debt Securities of such series; (ii) the Holders of at least 25% in aggregate
principal amount of outstanding Debt Securities of all such series affected
under the applicable Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default in its own name as
Trustee under the applicable Indenture; (iii) such Holder or Holders have
offered to the Trustee indemnity reasonably satisfactory to the Trustee against
any costs, liabilities or expenses to be incurred in compliance with such
request; (iv) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and (v)
during such 60-day period, the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of all such affected series under the
applicable Indenture have not given the Trustee a direction that is
inconsistent with such written request. A Holder may not use the applicable
Indenture to prejudice the rights of another Holder or to obtain a preference
or priority over such other Holder. (Section 6.6)
Each Indenture contains a covenant that the Company will file with the
Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act. (Section 4.5)
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Each Indenture provides with respect to each series of Debt Securities
that the Company may terminate its obligations under the Debt Securities of any
series and the applicable Indenture with respect to Debt Securities of such
series if: (i) all Debt Securities of such series previously authenticated and
delivered, with certain exceptions, have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it under the
applicable Indenture; or (ii) (a) the Debt Securities of such series mature
within one year or all of them are to be called for redemption within one year
under arrangements satisfactory to the Trustee for giving the notice of
redemption, (b) the Company irrevocably deposits in trust with the Trustee, as
trust funds solely for the benefit of the Holders of such Debt Securities for
that purpose, money or U.S. Government Obligations or a combination thereof
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee), without consideration
of any reinvestment, to pay the principal of and interest on the Debt
Securities of such series to maturity or redemption, as the case may be, and to
pay all other sums payable by it under the applicable Indenture, and (c) the
Company delivers to the Trustee an officers' certificate and an opinion of
counsel, in each case stating that all conditions precedent provided for in the
applicable Indenture relating to the satisfaction and discharge of the
applicable Indenture with respect to the Debt Securities of such series have
been complied with. With respect to the foregoing clause (i), only the
Company's obligations to compensate and indemnify the Trustee under the
applicable Indenture shall survive. With respect to the foregoing clause (ii),
only the Company's obligations to execute and deliver Debt Securities of such
series for
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authentication, to set the terms of the Debt Securities of such series, to
maintain an office or agency in respect of the Debt Securities of such series,
to have moneys held for payment in trust, to register the transfer or exchange
of Debt Securities of such series, to deliver Debt Securities of such series
for replacement or to be canceled, to convert or exchange any Debt Security
which by its terms is convertible or exchangeable for another security or other
property, to compensate and indemnify the Trustee and to appoint a successor
trustee, and its right to recover excess money held by the Trustee shall
survive until such Debt Securities are no longer outstanding. Thereafter, only
the Company's obligations to compensate and indemnify the Trustee, and its
right to recover excess money held by the Trustee shall survive. (Section 8.1)
Each Indenture provides that the Company (i) will be deemed to have paid
and will be discharged from any and all obligations in respect of the Debt
Securities of any series under the applicable Indenture, and the provisions of
the applicable Indenture will, except as noted below, no longer be in effect
with respect to the Debt Securities of such series ("legal defeasance") and
(ii) may, in the case of the Senior Debt Indenture, omit to comply with any
term, provision or condition of the applicable Indenture described above under
"--Negative Pledge" (or in the case of each Indenture omit to comply with any
other specific covenant relating to such series provided for in a Board
Resolution or supplemental indenture which may by its terms be defeased
pursuant to such Indenture), and such omission shall be deemed not to be an
Event of Default under clauses (iii) or (vii) of the first paragraph of
"--Events of Default" with respect to the outstanding Debt Securities of a
series under the applicable Indenture ("covenant defeasance"); provided that
the following conditions shall have been satisfied: (a) the Company has
irrevocably deposited in trust with the Trustee as trust funds solely for the
benefit of the Holders of the Debt Securities of such series, for payment of
the principal of, premium, if any, and interest on the Debt Securities of such
series, money or U.S. Government Obligations or a combination thereof
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee) without consideration
of any reinvestment and after payment of all federal, state and local taxes or
other charges and assessments in respect thereof payable by the Trustee, to pay
and discharge the principal of, premium, if any, and accrued interest on the
outstanding Debt Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the Trustee), as
the case may be; (b) such deposit will not result in a breach or violation of,
or constitute a default under, the applicable Indenture or any other material
agreement or instrument to which the Company is a party or by which it is
bound; (c) no Default with respect to such Debt Securities of such series shall
have occurred and be continuing on the date of such deposit; (d) the Company
shall have delivered to the Trustee an opinion of counsel that (1) the Holders
of the Debt Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of the Company's exercise of its
option under this provision of the applicable Indenture and will be subject to
Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred and (2) the Holders of the Debt Securities of such series have a valid
security interest in the trust funds subject to no prior liens under the
Uniform Commercial Code, and (e) the Company has delivered to the Trustee an
officers' certificate and an opinion of counsel, in each case stating that all
conditions precedent provided for the applicable Indenture relating to the
defeasance contemplated have been complied with. In the case of legal
defeasance under clause (i) above, the opinion of counsel referred to in clause
(d)(1) above may be replaced by a ruling directed to the Trustee received from
the Internal Revenue Service to the same effect. Subsequent to legal defeasance
under clause (i) above, the Company's obligations to execute and deliver Debt
Securities of such series for authentication, to set the terms of the Debt
Securities of such series, to maintain an office or agency in respect of the
Debt Securities of such series, to have moneys held for payment in trust, to
register the transfer or exchange of Debt Securities of such series, to deliver
Debt Securities of such series for replacement or to be canceled, to convert or
exchange any Debt Security which by its terms is convertible or exchangeable
for another security or other property, to compensate and indemnify the Trustee
and to appoint a successor trustee, and its right to recover excess money held
by the Trustee shall survive until such Debt Securities are no longer
outstanding. After such Debt Securities are no longer outstanding, in the case
of legal defeasance under clause (i) above, only the Company's obligations to
compensate and indemnify the Trustee and its right to recover excess money held
by the Trustee shall survive. (Sections 8.2 and 8.3)
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MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may amend or
supplement the applicable Indenture or the Debt Securities of any series
without notice to or the consent of any Holder: (i) to cure any ambiguity,
defect or inconsistency in the applicable Indenture; provided that such
amendments or supplements shall not materially and adversely affect the
interests of the Holders; (ii) to comply with Article 5 of the applicable
Indenture in connection with a consolidation or merger of the Company or the
sale, conveyance, transfer, lease or other disposal of all or substantially all
of the property and assets of the Company; (iii) to comply with any
requirements of the Commission in connection with the qualification of the
applicable Indenture under the Trust Indenture Act; (iv) to evidence and
provide for the acceptance of appointment under the applicable Indenture with
respect to the Debt Securities of any or all series by a successor Trustee; (v)
to establish the form or forms or terms of Debt Securities of any series or of
the coupons pertaining to such Debt Securities as permitted under the
applicable Indenture; (vi) to provide for uncertificated or unregistered Debt
Securities and to make all appropriate changes for such purpose; (vii) to
provide for the conversion or exchange rights, if any, of Holders in compliance
with the applicable Indenture; or (viii) to make any change that does not
materially and adversely affect the rights of any Holder. (Section 9.1)
Each Indenture also contains provisions whereby the Company and the
Trustee, subject to certain conditions, without prior notice to any Holders,
may amend the applicable Indenture and the outstanding Debt Securities of any
series with the written consent of the Holders of a majority in principal
amount of the Debt Securities then outstanding under the applicable Indenture
of all series affected by such amendment (all such series voting as one class),
and the Holders of a majority in principal amount of the outstanding Debt
Securities under the applicable Indenture of all series affected thereby (all
such series voting as one class) by written notice to the Trustee may waive
future compliance by the Company with any provision of the applicable Indenture
or the Debt Securities of such series. Notwithstanding the foregoing
provisions, without the consent of each Holder affected thereby, an amendment
or waiver, including a waiver pursuant to Section 6.4 of the applicable
Indenture, may not: (i) extend the stated maturity of the principal of, or any
sinking fund obligation or any installment of interest on, such Holder's Debt
Security, or reduce the principal thereof or the rate of interest thereon
(including any amount in respect of original issue discount), or any premium
payable with respect thereto, or adversely affect the rights of such Holder
under any mandatory redemption or repurchase provision or any right of
redemption or repurchase at the option of such Holder, or reduce the amount of
the principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency
in which, any Debt Security or any premium or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment
on or after the due date therefor; (ii) reduce the percentage in principal
amount of outstanding Debt Securities of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any waiver
of compliance with certain provisions of the applicable Indenture or certain
Defaults and their consequences provided for in the applicable Indenture; (iii)
waive a Default in the payment of principal of or interest on any Debt Security
of such Holder; (iv) if applicable, make any change that adversely affects the
right to convert or exchange any Debt Security or, except as provided in the
applicable Indenture, decrease the conversion or exchange rate or increase the
conversion or exchange price of any such security; or (v) modify any of the
provisions of Section 9.2 of the applicable Indenture, except to increase any
such percentage or to provide that certain other provisions of the applicable
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Debt Security thereunder affected thereby. A supplemental
indenture which changes or eliminates any covenant or other provision of the
applicable Indenture which has expressly been included solely for the benefit
of one or more particular series of Debt Securities, or which modifies the
rights of Holders of Debt Securities of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under the
applicable Indenture of the Holders of Debt Securities of any other series or
of the coupons appertaining to such Debt Securities. It shall not be necessary
for the consent of any Holder under this provision of the applicable Indenture
to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.
After an amendment, supplement or waiver under this section of
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the applicable Indenture becomes effective, the Company shall give to the
Holders affected thereby a notice briefly describing the amendment, supplement
or waiver. The Company will mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver. (Section 9.2)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by the laws of the
State of New York. (Section 10.8 and Section 11.8)
CONCERNING THE TRUSTEE
The Company and its subsidiaries maintain ordinary banking and trust
relationships with Chase Manhattan Bank and its affiliates.
DESCRIPTION OF WARRANTS
GENERAL
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants"), Warrants to purchase Preferred Stock or Common
Stock ("Stock Warrants") as well as other types of Warrants. Warrants may be
issued independently or together with any Debt Securities, Preferred Stock or
Common Stock and may be attached to or separate from such Debt Securities,
Common Stock or Preferred Stock. Each series of Warrants will be issued under a
separate warrant agreement (each, a "Warrant Agreement") to be entered into
between the Company and a warrant agent ("Warrant Agent"). The following sets
forth certain general terms and provisions of the Warrants offered hereby.
Further terms of the Warrants and applicable Warrant Agreement will be set
forth in the applicable Prospectus Supplement.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the following terms of
the Debt Warrants in respect of which this Prospectus is being delivered: (i)
the title of such Debt Warrants; (ii) the aggregate number of such Debt
Warrants; (iii) the price or prices at which such Debt Warrants will be issued;
(iv) the currency or currencies (including composite currencies) in which the
price of such Debt Warrants may be payable; (v) the designation, aggregate
principal amount and terms of the Debt Securities purchasable upon exercise of
such Debt Warrants; (vi) the price at which and currency or currencies
(including composite currencies) in which the Debt Securities purchasable upon
exercise of such Debt Warrants may be purchased; (vii) the date on which the
right to exercise such Debt Warrants shall commence and the date on which such
right shall expire; (viii) if applicable, the minimum or maximum amount of such
Debt Warrants that may be exercised at any one time; (ix) if applicable, the
designation and terms of the Debt Securities, Common Stock or Preferred Stock
with which such Debt Warrants are issued and the number of such Debt Warrants
issued with each such Debt Security or share of Common Stock or Preferred
Stock; (x) if applicable, the date on and after which such Debt Warrants and
the related Debt Securities, Common Stock or Preferred Stock will be separately
transferable; (xi) information with respect to book-entry procedures, if any;
(xii) if applicable, a discussion of certain United States Federal income tax
considerations; and (xiii) any other terms of such Debt Warrants, including
terms, procedures and limitations relating to the exchange or exercise of such
Debt Warrants.
STOCK WARRANTS
The Company may issue Stock Warrants. The applicable Prospectus Supplement
will describe the following terms of any such Stock Warrants in respect of
which this Prospectus is being delivered: (i) the title of such Stock Warrants;
(ii) the aggregate number of such Stock Warrants; (iii) the price or prices at
which such Stock Warrants will be issued; (iv) the currency or currencies
(including composite currencies)
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in which the price of such Stock Warrants may be payable; (v) the securities
purchasable upon exercise of such Stock Warrants; (vi) the price at which and
the currency or currencies (including composite currencies) in which the
securities purchasable upon exercise of such Stock Warrants may be purchased;
(vii) the date on which the right to exercise such Stock Warrants shall
commence and the date on which such right shall expire; (viii) if applicable,
the minimum or maximum amount of such Stock Warrants which may be exercised at
any one time; (ix) if applicable, the designation and terms of the Debt
Securities, Common Stock or Preferred Stock with which such Stock Warrants are
issued and the number of such Stock Warrants issued with each such Debt
Security or share of Common Stock or Preferred Stock; (x) if applicable, the
date on and after which such Stock Warrants and the related Debt Securities,
Common Stock or Preferred Stock will be separately transferable; (xi)
information with respect to book-entry procedures, if any; (xii) if applicable,
a discussion of certain United States Federal income tax considerations; and
(xiii) any other terms of such Stock Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Stock Warrants.
UNIVERSAL WARRANTS
The Company may also issue other Warrants ("Universal Warrants") (i) to
purchase or sell securities of any entity unaffiliated with the Company, a
basket of such securities, an index or indices of such securities or any
combination of the foregoing, (ii) currencies or composite currencies or (iii)
commodities, on terms to be determined at the time of sale. The Company may
satisfy its obligations, if any, with respect to any Universal Warrants by
delivering the underlying securities, currencies or commodities or, in the case
of underlying securities or commodities, the cash value thereof, as set forth
in the applicable Prospectus Supplement. The applicable Prospectus Supplement
will describe the following terms of any such Universal Warrants in respect of
which this Prospectus is being delivered: (i) the title of such Universal
Warrants; (ii) the aggregate number of such Universal Warrants; (iii) the price
or prices at which such Universal Warrants will be issued; (iv) the currency or
currencies (including composite currencies) in which the price of such
Universal Warrants may be payable; (v) whether such Universal Warrants are put
Warrants or call Warrants, (vi) (a) the specific security, basket of
securities, index or indices of securities or any combination of the foregoing
and the amount thereof, (b) currencies or composite currencies or (c)
commodities (and, in each case, the amount thereof or the method for
determining the same) purchasable or saleable upon exercise of such Universal
Warrants; (vii) the purchase price at which and the currency or currencies
(including composite currencies) with which such underlying securities,
currencies or commodities may be purchased or sold upon such exercise (or the
method of determining the same); (viii) whether such exercise price may be paid
in cash, by the exchange of any other Security offered with such Universal
Warrants or both and the method of such exercise; (ix) whether the exercise of
such Universal Warrants is to be settled in cash or by the delivery of the
underlying securities or commodities or both; (x) the date on which the right
to exercise such Universal Warrants shall commence and when such right shall
expire; (xi) if applicable, the minimum or maximum number of such Universal
Warrants that may be exercised at any one time; (xii) if applicable, the
designation and terms of the Securities with which such Universal Warrants are
issued and the number of Universal Warrants issued with each such Security;
(xiii) if applicable, the date on and after which such Universal Warrants and
the related Securities will be separately transferable; (xiv) information with
respect to book-entry procedures, if any; (xv) if applicable, a discussion of
certain United States Federal income tax considerations; and (xvi) any other
terms of such Universal Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Universal Warrants.
PLAN OF DISTRIBUTION
Offered Securities may be sold (i) through agents, (ii) through
underwriters, (iii) through dealers or (iv) directly to purchasers.
Offers to purchase Offered Securities may be solicited by agents
designated by the Company from time to time. Any such agent involved in the
offer or sale of the Offered Securities will be named, and any commissions
payable by the Company to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts
22
<PAGE>
basis for the period of its appointment. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the Offered
Securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of Offered
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached,
and the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transactions, including
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales
of Offered Securities.
If a dealer is utilized in the sale of Offered Securities, the Company
will sell such Offered Securities to the dealer, as principal. The dealer may
then resell such Offered Securities to the public at varying prices to be
determined by such dealer at the time of resale. The name of the dealer and the
terms of the transactions will be set forth in the Prospectus Supplement
relating thereto.
If DLJSC, a wholly owned subsidiary of the Company, participates in the
distribution of Offered Securities, the offering of the Offered Securities will
be conducted in accordance with Section 2720 of the Rules of the National
Association of Securities Dealers, Inc.
Offers to purchase Offered Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others. The terms of any such sales will be described in the
Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under agreements which
may be entered into with the Company, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and any
such agents, underwriters or dealers, or their affiliates may be customers of,
engage in transactions with or perform services for the Company, in the
ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Offered Securities from the Company at the public offering price set forth in
the Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Such Contracts will be subject to only those conditions set forth
in the Prospectus Supplement. A commission indicated in the Prospectus
Supplement will be paid to underwriters and agents soliciting purchases of
Offered Securities pursuant to any such Contracts accepted by the Company.
This Prospectus, together with the Prospectus Supplement, may also be used
by DLJSC in connection with offers and sales of Offered Securities related to
market-making transactions by and through DLJSC, at negotiated prices related
to prevailing market prices at the time of sale or otherwise. DLJSC may act as
principal or agent in such transactions.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Securities and certain other legal matters in connection with
the offering of the Securities will be passed upon by Michael A. Boyd, Senior
Vice President and General Counsel to the Company, and Davis Polk & Wardwell.
Mr. Boyd owns 36,398 shares of Common Stock, 8,534 restricted stock units and
options to purchase 79,544 shares of Common Stock. Davis Polk & Wardwell from
time to time provides legal services to the Company and its subsidiaries.
EXPERTS
The consolidated financial statements and financial statement schedule of
the Company as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
23
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, IN CONNECTION WITH ANY OFFERING
CONTEMPLATED HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY
UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. NEITHER THIS
PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information ..................... 2
Incorporation of Certain Information by
Reference .............................. 2
Use of Proceeds ........................... 3
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges
and Preferred Stock Dividends .......... 3
The Company ............................... 4
Description of Capital Stock .............. 6
Description of Debt Securities ............ 9
Description of Warrants ................... 21
Plan of Distribution ...................... 22
Legal Matters ............................. 23
Experts ................................... 23
</TABLE>
$1,625,000,000
DONALDSON, LUFKIN &
JENRETTE, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
----------------------------------------
PROSPECTUS
----------------------------------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
ALTERNATE PAGES TO PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 22, 1998
PROSPECTUS
, 1998
$1,625,000,000
DONALDSON, LUFKIN & JENRETTE, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
Donaldson, Lufkin & Jenrette, Inc. (the "Company") may from time to time
offer, together or separately, (i) senior or subordinated debt securities
("Debt Securities"), (ii) shares of its preferred stock, par value $0.01 per
share ("Preferred Stock"), (iii) shares of its common stock, par value $0.10
per share ("Common Stock"), or (iv) warrants ("Warrants"), including Warrants
to purchase Debt Securities, Preferred Stock or Common Stock. The Debt
Securities, Preferred Stock , Common Stock and Warrants are collectively called
the "Securities."
The Securities may be issued in one or more series or issuances in U.S.
dollars or in one or more foreign currencies, currency units or composite
currencies. The aggregate initial public offering price of the securities to be
offered by this Prospectus shall not exceed $1,625,000,000 (or its equivalent
in one or more foreign currencies, currency units or composite currencies).
Specific terms of the securities in respect of which this Prospectus is being
delivered (the "Offered Securities") will be set forth in an accompanying
Prospectus Supplement (a "Prospectus Supplement"). The Prospectus Supplement
will also set forth with regard to the particular Offered Securities, without
limitation, the following: (i) in the case of Debt Securities, the ranking as
senior or subordinated debt securities, the specific designation, aggregate
principal amount, authorized denomination, maturity, rate (which may be fixed
or variable) or method of calculation of interest and dates for payment
thereof, and any exchangeability, conversion, redemption, prepayment or sinking
fund provisions and any listing on a securities exchange, (ii) in the case of
Preferred Stock, the specific designation, number of shares, and the rights,
preferences and privileges thereof and any qualifications or restrictions
thereon (including dividends, liquidation value, voting rights, terms for the
redemption or exchange or conversion thereof and any other specific terms of
the Preferred Stock) and any listing on a securities exchange and (iii) in the
case of Warrants, the specific designation, the number, and terms thereof, any
listing of the Warrants or related securities on a securities exchange and any
other terms in connection with the exercise of the Warrants, as well as the
terms of the securities that can be purchased with such Warrants. Unless
otherwise indicated in the Prospectus Supplement, the Company does not intend
to list any of the Securities on a national securities exchange.
The Common Stock is listed on the New York Stock Exchange, Inc. ("NYSE")
under the symbol "DLJ".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Prospectus has been prepared for use by Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJSC") in connection with offers and sales of the
Offered Securities which may be made by it from time to time in market-making
transactions at negotiated prices relating to prevailing market prices at the
time of sale. The Company has been advised by DLJSC that it currently intends
to make a market in the Offered Securities; however, it is not obligated to do
so. Any such market-making may be discontinued at any time, and there is no
assurance as to the liquidity of, or trading market for, the Offered
Securities. DLJSC may act as principal or agent in such transactions. See "Plan
of Distribution." This Prospectus may not be used to consummate sales of
Offered Securities unless accompanied by a Prospectus Supplement.
<PAGE>
ALTERNATE PAGES TO PROSPECTUS
USE OF PROCEEDS
Donaldson, Lufkin & Jenrette, Inc. will not receive any proceeds from the
sale of the Offered Securities in any market-making transaction with which this
Prospectus may be delivered.
Alt-2
<PAGE>
ALTERNATE PAGES TO PROSPECTUS
PLAN OF DISTRIBUTION
This Prospectus has been prepared for use by DLJSC in connection with
offers and sales of the Offered Securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of the sale.
DLJSC may act as principal or agent in such transactions. DLJSC has advised the
Company that it currently intends to make a market in the Offered Securities,
but it is not obligated to do so and may discontinue any such market-making at
any time without notice. Accordingly, no assurance can be given as to the
liquidity of, or the trading market for, the Offered Securities.
Alt-3
<PAGE>
ALTERNATE PAGES TO PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, IN CONNECTION WITH ANY OFFERING
CONTEMPLATED HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY AGENT OR
DEALER. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THEREOF. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
-----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information ..................... 2
Incorporation of Certain Information by
Reference .............................. 2
Use of Proceeds ........................... 3
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges
and Preferred Stock Dividends .......... 3
The Company ............................... 4
Description of Capital Stock .............. 6
Description of Debt Securities ............ 9
Description of Warrants ................... 21
Plan of Distribution ...................... 22
Legal Matters ............................. 23
Experts ................................... 23
</TABLE>
$1,625,000,000
DONALDSON, LUFKIN &
JENRETTE, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
----------------------------------------
PROSPECTUS
----------------------------------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Alt-4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
The following table sets forth the fees and expenses payable by the
Company in connection with the issuance and distribution of the securities
other than underwriting discounts and commissions. All of such expenses except
the Securities and Exchange Commission registration fee are estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ......... $ 442,500
Blue Sky fees and expenses .................................. 15,000
Printing expense ............................................ 100,000
Accounting fees and expenses ................................ 25,000
Legal fees and expenses ..................................... 70,000
Rating agency fees .......................................... 1,250,000
Trustee's fees and expenses ................................. 15,000
Miscellaneous ............................................... 65,000
----------
Total ................................................... $1,982,500
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought before or threatened by reason of the fact that the person
was a director, officer, employee or agent of such company, or is or was
serving as such with respect to another entity at the request of such company.
The DGCL also provides that the Company may purchase insurance on behalf of any
such director, officer, employee or agent.
The Company's Certificate of Incorporation provides in effect for the
indemnification by the Company of each director and officer of the Company to
the fullest extent permitted by applicable law.
ITEM 16. EXHIBITS
See index to exhibits at E-1.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
II-1
<PAGE>
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 above or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Donaldson,
Lufkin & Jenrette, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, New
York, on the 22nd day of May, 1998.
DONALDSON, LUFKIN & JENRETTE, INC.
By: /S/ Joe L. Roby
------------------------------------
Joe L. Roby
President and Chief Executive
Officer
The registrant and each person whose signature appears below constitutes
and appoints Joe L. Roby, Anthony F. Daddino and Marjorie S. White, and any
agent for service named in this registration statement and each of them, his,
her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this registration
statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- -------------------------------- ------------
<S> <C> <C>
/S/ John S. Chalsty Chairman of the Board and May 22, 1998
- -----------------------------
Director
John S. Chalsty
/S/ Joe L. Roby President, Chief Executive May 22, 1998
- -----------------------------
Officer and Director
Joe L. Roby
/S/ Anthony F. Daddino Executive Vice President, May 22, 1998
- -----------------------------
Chief Financial Officer and
Anthony F. Daddino
Director
/S/ Hamilton E. James Managing Director and Director May 22, 1998
- -----------------------------
Hamilton E. James
/S/ Richard S. Pechter Managing Director and Director May 22, 1998
- -----------------------------
Richard S. Pechter
/S/ Theodore P. Shen Managing Director and Director May 22, 1998
- -----------------------------
Theodore P. Shen
/S/ Michael M. Bendik Senior Vice President May 22, 1998
- -----------------------------
and Chief Accounting Officer
Michael M. Bendik
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------- -------------
<S> <C> <C>
Director May , 1998
- -----------------------------
Henri de Castries
Director May , 1998
- -----------------------------
Denis Duverne
/S/ Louis Harris Director May 22, 1998
- -----------------------------
Louis Harris
/S/ Michael Hegarty Director May 22, 1998
- -----------------------------
Michael Hegarty
Director May 22, 1998
- -----------------------------
Henri G. Hottinguer
/S/ W. Edwin Jarmain Director May 22, 1998
- -----------------------------
W. Edwin Jarmain
/S/ Francis Jungers Director May 22, 1998
- -----------------------------
Francis Jungers
/S/ Edward D. Miller Director May 22, 1998
- -----------------------------
Edward D. Miller
/S/ W.J. Sanders, III Director May 22, 1998
- -----------------------------
W. J. Sanders, III
/S/ Stanley B. Tulin Director May 22, 1998
- -----------------------------
Stanley B. Tulin
/S/ John C. West Director May 22, 1998
- -----------------------------
John C. West
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- ----------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement relating to the Debt Securities* ............
1.2 Form of Underwriting Agreement relating to the Common Stock** ..............
1.3 Form of Underwriting Agreement relating to the Preferred Stock* ............
3.1 Amended and Restated Certificate of Incorporation of Registrant*** .........
3.2 By-laws of the Registrant ..................................................
4.1 Form of Senior Debt Indenture between the Company and
Chase Manhattan Bank, as Trustee* ..........................................
4.2 Form of Senior Debt Securities .............................................
4.3 Form of Subordinated Debt Indenture between the Company and
Chase Manhattan Bank, as Trustee* ..........................................
4.4 Form of Subordinated Debt Securities* ......................................
4.5 Form of Warrant Agreement** ................................................
5.1 Opinion of Davis Polk & Wardwell ...........................................
12.1 Computation of ratio of earnings to fixed charges ..........................
12.2 Computation of ratio of earnings to combined fixed charges and preferred
stock dividends ............................................................
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1) .................
23.2 Consent of KPMG Peat Marwick LLP ...........................................
24.1 Powers of Attorney (included on page II-3) .................................
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Chase Manhattan Bank, as Trustee, under the Indentures .........
</TABLE>
- ----------
* Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc.'s Registration Statement on Form S-3
(Registration No. 333-40925).
** To be filed by amendment.
*** Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
E-1
<PAGE>
Exhibit 3.2
As amended on May 14, 1998
BY-LAWS
-OF-
DONALDSON, LUFKIN & JENRETTE, INC.
<PAGE>
BY-LAWS
-OF-
DONALDSON, LUFKIN & JENRETTE, INC.
(HEREIN CALLED THE "CORPORATION")
-OO0OO-
ARTICLE I
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may
come before it shall be held on the last Tuesday in April in each year (or if
said day is a legal holiday, then on the next succeeding day not a legal
holiday), or such other day as shall be fixed by the Board of Directors, at
such place within or without the State of Delaware and at such time of day as
shall be fixed by the Board of Directors and stated in the notice of the
meeting.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board, any Vice Chairman of the Board, the President, or by resolution of the
Board of Directors and shall be called at any time by the Secretary at the
request of stockholders owning 33-1/3% of the stock of the Corporation entitled
to vote for the election of directors. Special meetings of stockholders shall
be held at such place, within or without the State of Delaware, as shall be
fixed by the person or persons calling the meeting and stated in the notice or
waiver of notice of the meeting.
SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of
the meeting shall be given signed with the written, printed or facsimile
signature of the Chairman of the Board, any Vice Chairman of the Board, the
President, any Executive Vice President or by the Secretary of the Corporation
<PAGE>
(unless that notice shall be waived or unless the meeting is to be dispensed
with in accordance with the provisions of paragraph 8 of Article Seventh of the
Restated Certificate of Incorporation of the Corporation and Section 1.12
hereof) which shall state the time and place of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. A
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than fifty days before the date of the meeting, to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, with postage thereon prepaid,
directed to the stockholder at his address as it appears on the record of
stockholders, or, if he shall have filed with the Secretary of the Corporation
a written request that notices to him be mailed to some other address, then
directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, except as provided by the General Corporation Law of the
State of Delaware, and at the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting.
SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business. If, however, a majority shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from
time to time until the requisite amount of voting stock shall be represented.
At such adjourned meeting at which the requisite amount of voting stock shall
be represented, any business may be transacted which might have been
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transacted at the meeting as originally noticed.
SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation or other
certificate filed pursuant to law, or these By-Laws.
SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. Each proxy shall be valid only
for the meeting in respect of which it is given and any and all adjournments
thereof.
SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held by the Corporation, shall neither be entitled to vote nor
counted for quorum purposes. Nothing in this section shall be construed as
limiting the right of the Corporation to vote its own stock held by it in a
fiduciary capacity.
SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held, and
persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may
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represent said stock and vote thereon.
SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior
to any other action. If no record date is fixed by the Board of Directors, the
record date shall be determined in accordance with the provisions of the
General Corporation Law of the State of Delaware.
SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held (which place shall be
specified in the notice of the meeting) or, if not so specified, at the place
where said meeting is to be held, and the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who may be present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting for the election
of directors, they shall be
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ineligible for election to any office at such meeting.
SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Except as may be
otherwise expressly provided by the laws of the State of Delaware, the Board of
Directors shall have power to keep the stock ledger, books, documents and
accounts of the Corporation outside the State of Delaware. Except as otherwise
expressly provided by the laws of the State of Delaware and by the Certificate
of Incorporation or any amendment thereto, and except as authorized by the
directors or the stockholders (a) no stockholder shall have any right to
inspect any book, document or account of the Corporation and (b) the Board of
Directors may determine whether and to what extent and at what times and places
and under what conditions and regulations the books, documents and accounts of
the Corporation (other than the original or a duplicate stock ledger), or any
of them, shall be open to the inspection of stockholders. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 1.10 or the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.
SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in the
Certificate of Incorporation, any corporate action, with respect to which the
vote of the stockholders at a meeting thereof is required or permitted by any
provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may be taken
without that vote and meeting, and that vote and meeting may be dispensed with,
if that corporate action has been consented to in writing by the holders of a
majority (or, if with respect to a particular corporate action the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or these By-Laws specifies a greater percentage, by the holders
of that percentage) of the stock that would have been entitled to vote upon
that action if a meeting were held. Prompt
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notice shall be given to all stockholders of the taking of any corporate action
pursuant to the provisions of this paragraph unless that action has been
consented to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.
ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors. Directors need not be holders of
the Common Stock of the Corporation.
The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation, except as expressly
provided otherwise by the statutes of the State of Delaware, by the Certificate
of Incorporation of the Corporation or by these By-Laws.
Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution, or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders thereof
to purchase from the Corporation any shares of its capital stock of any class
or classes or any other securities of the Corporation, such rights or options
to be evidenced by or in such instrument or instruments as shall be approved by
the Board of Directors. The terms upon which, including the time or times,
which may be limited or unlimited in duration, at or within which, and the
price or prices at which, any such rights or options may be issued and any such
shares or other securities may be purchased from the Corporation upon exercise
of any such right or option shall be such as shall be fixed and stated in the
resolution or resolutions adopted by the Board of Directors providing for the
creation and issue of such rights or options, and, in every case, set forth or
incorporated by
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reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the
directors as to the consideration for the issuance of such rights or options
and the sufficiency thereof shall be conclusive. In case the shares of stock of
the Corporation to be issued upon the exercise of such rights or options shall
be shares having a par value, the price or prices so to be received therefor
shall not be less than the par value thereof. In case the shares of stock so to
be issued shall be shares of stock without par value, the consideration
therefor shall be determined in the manner provided in Section 153 of the
General Corporation Law of the State of Delaware.
SECTION 2.02. NUMBER OF DIRECTORS. The number of directors which shall
constitute the whole Board shall consist of such number of directors as may be
fixed from time to time by the stockholders or by a majority of the whole
Board, provided, however, that in no case shall the number be less than three.
SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.
SECTION 2.04. RESIGNATIONS AND REMOVAL. Any director of the Corporation
may resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the Corporation;
and, unless otherwise provided therein, the acceptance of such resignation
shall not be necessary to make it effective.
Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors.
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SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal. When one or more
directors shall resign from the Board or be removed, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office as herein provided in the filling
of other vacancies.
SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as provided in Sections 2.05
and 2.12 hereof.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are
announced at the meeting.
SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.
SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed
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by the Board and no notice thereof shall be necessary.
SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman of the Board, any Vice Chairman of the Board, the
President or by resolution of the Board of Directors. Special meetings shall be
held at such place, within or without the State of Delaware, as shall be fixed
by the person or persons calling the meeting and stated in the notice or waiver
of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than 24 hours prior to the meeting, or
by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.
SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the
Board of Directors; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other
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capacity and receiving compensation therefor.
SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate
an Executive Committee (and may discontinue the same at any time) to consist of
two or more of the directors of the Corporation. The members shall be appointed
by the Board and shall hold office during the pleasure of the Board. The Board
may designate one or more directors as alternate members of the Committee, who
may replace an absent or disqualified member at any meeting of the Committee.
The Executive Committee shall have and may exercise all the powers of the Board
of Directors (when the Board is not in session) in the management of the
business and affairs of the Corporation (and may authorize the seal of the
Corporation to be affixed to all papers which may require it), except that the
Executive Committee shall have no power (a) to elect directors; (b) to alter,
amend or repeal these By-Laws or any resolution or resolutions of the directors
designating an Executive Committee; (c) to declare any dividend or make any
other distribution to the stockholders of the Corporation except that such
Committee may declare dividends on any series of the Corporation's preferred
stock; or (d) to appoint any member of the Executive Committee. Regular
meetings of the Executive Committee may be held at such time and place within
or without the State of Delaware, as shall from time to time be fixed by the
Executive Committee and no notice thereof shall be necessary. Special meetings
may be called at any time by the Chairman of the Board, any Vice Chairman of
the Board, the President or the Chairman of the Executive Committee. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person calling the meeting and stated in the notice or
waiver of the meeting. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of the business and the act of a
majority
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present at which there is a quorum shall be the act of the Executive Committee.
Notice of each special meeting of the Executive Committee shall be given (or
waiver) in the same manner as notice of a directors' meeting.
SECTION 2.13. OTHER COMMITTEES. The Board of Directors may by
resolution passed by a majority of the whole Board, designate one or more other
committees, each committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in the resolution, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. The committees shall keep
regular minutes of their proceedings and report the same to the Board of
Directors when required.
SECTION 2.14. ADVISORY DIRECTORS. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, appoint one
or more persons to the position of Advisory Director to serve in such position
at the pleasure of the Board of Directors. The Advisory Directors shall inform
and counsel the Board of Directors on such matters as the Board may deem
appropriate and shall have such other responsibilities and shall perform such
other duties as the Board shall assign to them, but they shall have no
authority to exercise the powers of the Board of Directors in the management of
the business and affairs of the Corporation. Each Advisory Director shall have
the privilege of attending meetings of the Board but shall do so solely as an
observer. Notice of such meetings to an Advisory Director shall not be
required. Each Advisory Director shall be entitled to receive such
compensation, and such reimbursement for expenses of attendance at each meeting
of
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the Board, as may be fixed or determined from time to time by the Chief
Executive Officer of the Corporation. No Advisory Director shall be entitled to
vote on any business coming before the Board of Directors nor shall an Advisory
Director be counted as a member of the Board for the purpose of determining the
number of directors necessary to constitute a quorum, for the purpose of
determining whether a quorum is present or for any other purpose whatsoever.
Each Advisory Director shall be indemnified to the same extent as are
directors, officers, employees and agents of the Corporation under Article
Eighth of the Corporation's Restated Certificate of Incorporation.
SECTION 2.15. ABSENCE OR DISQUALIFICATION OF COMMITTEE MEMBERS.
Notwithstanding any other provision of these By-Laws, in the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not the member or
members present constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member.
ARTICLE III
OFFICERS
SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman of the Board of
Directors, a President, a Chairman of the Executive Committee, a Secretary, a
Treasurer, and such number of Vice Chairmen of the Board, Managing Directors,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers and other
officers as the Board may from time to time determine. Any person may hold two
or more offices at the same time, other than the offices of President and
Secretary. The Chairman of the Board, each Vice Chairman of the Board, the
President and the Chairman of the Executive Committee shall be chosen from
among the
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Board of Directors, but other officers need not be members of such Board.
SECTION 3.02. TERMS OF OFFICE. The Chairman of the Board, the
President, the Secretary and the Treasurer shall hold their offices until their
successors are chosen and qualified, subject to the provisions of Section 3.04
hereof. All other officers shall hold office at the pleasure of the Board of
Directors.
SECTION 3.03. REMOVAL. Any officers, including, upon the choosing of a
successor, the Chairman of the Board, the President, the Secretary and the
Treasurer, may be removed from office at any time by the Board of Directors
with or without cause.
SECTION 3.04. AUTHORITY. The Secretary shall record all the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to
him from time to time by the Board of Directors or the President. The other
officers and agents, if any, shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to
the offices held by them, respectively, and/or such other authority, duties and
powers as may be assigned to them from time to time by the Board of Directors
or (except in the case of the President) by the President.
SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meetings and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, any Vice Chairman of
the Board, the President, the Chairman of the Executive Committee, any Managing
Director, any Executive Vice President, any Senior Vice President, any Vice
President,
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and the Secretary and the Treasurer, and any such officer may in the name of
and on behalf of the Corporation, take all such actions as any such officer may
deem advisable to vote in person or by proxy at any meeting of security holders
of any corporation in which this Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE IV
CAPITAL STOCK
SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of the Corporation by, the Chairman of the Board, or a Vice Chairman of the
Board, or the President, or a Managing Director, or an Executive Vice
President, or a Senior Vice President, or a Vice President, and by the
Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation. Where such certificate is signed (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, then the signature of the officers
of the Corporation may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.
SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware and in these
By-Laws. Transfers of stock shall be
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made on the books of the Corporation only by the person named on the
certificate or by attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be canceled before the new
certificate shall be issued.
SECTION 4.03. REGISTERED HOLDERS. The Corporation shall be entitled to
treat the person in whose name any share of stock or any warrant, right or
option is registered as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to, or interest in, such share,
warrant, right or option on the part of any other person, whether or not the
Corporation shall have notice thereof, save as may be expressly provided
otherwise by the laws of the State of Delaware. No transfer of stock shall be
valid as against the Corporation, its stockholders and creditors for any
purpose until it shall have been entered in the Stock Book, as required by
these By-Laws, by an entry showing from and to whom transferred, save as
expressly provided otherwise by the laws of the State of Delaware.
SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner (1) so requests
before the Corporation has notice that the shares of stock represented
by that certificate have been acquired by a bona fide purchaser; (2) files with
the Corporation a bond sufficient (in the judgment of the directors or the
transfer agent) to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or theft of that certificate or the
issuance of a new certificate; and (3) satisfies any other requirements imposed
by the directors that are reasonable under the circumstances. A new certificate
may be issued without requiring any bond, when, in the judgment of the
directors, it is proper to do so.
SECTION 4.05. CLOSING TRANSFER BOOKS - RECORD DATE. The Board of
Directors may close
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the stock transfer books of the Corporation for a period not exceeding 50 days
preceding the date of any meeting of stockholders or the date for payment of
any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not exceeding 50 days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the directors are hereby authorized to fix in advance a date, not
exceeding 50 days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give consent, and in such case such stockholders and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after such record date fixed as aforesaid.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at 100 West l0th Street, Wilmington, Delaware 19801.
The Corporation may also have offices at other places within and/or without the
State of Delaware.
SECTION 5.02. SEAL. The corporate seal shall have inscribed thereon the
name of the
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Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".
SECTION 5.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.
SECTION 5.04. FISCAL YEAR. The fiscal year shall begin the first day of
January in each year and shall end on the thirty-first day of December of such
year.
SECTION 5.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation
of the Corporation, or of these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such
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person or without giving or without applying for a license or permit to give
any such notice to any such person with whom communication is made unlawful as
aforesaid, shall have the same force and effect as if such notice had been
given as provided under the provisions of the General Corporation Law of the
State of Delaware, or under the provisions of the Certificate of Incorporation
of the Corporation or of these By-Laws. In the event that the action taken by
the Corporation is such as to require the filing of a certificate under any of
the other sections of this title, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled
to receive notice except such persons with whom communication is unlawful.
SECTION 5.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be
unsecured in such manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the Corporation. Nothing in
this section contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any other
statute.
SECTION 5.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed by a majority of the Directors present at any meeting of
the Board of Directors.
SECTION 5.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings
of the Articles and Sections of these By-Laws have been inserted for
convenience of reference only and shall not be deemed to be a part of these
By-Laws.
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EXHIBIT 5.1
[LETTERHEAD OF DPW]
May 22, 1998
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
We have acted as counsel to Donaldson, Lufkin & Jenrette, Inc. (the
"COMPANY") in connection with the Company's Registration Statement on Form S-3
(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 the Company from time to time of up to
$1,625,000,000 aggregate principal amount of senior debt securities (the
"SENIOR DEBT SECURITIES"), subordinated debt securities (the "SUBORDINATED DEBT
SECURITIES"), preferred stock, par value $0.01 per share (the "PREFERRED
STOCK"), common stock, par value $0.10 per share (the "COMMON STOCK"), and
warrants ("WARRANTS") of the Company. The Senior Debt Securities, Subordinated
Debt Securities, Preferred Stock, Common Stock and Warrants are herein
collectively referred to as the "SECURITIES." The Senior Debt Securities are to
be issued pursuant to an Indenture (the "SENIOR INDENTURE") to be entered into
between the Company and Chase Manhattan Bank, as Trustee (the "TRUSTEE"). The
Subordinated Debt Securities are to be issued pursuant to an Indenture (the
"SUBORDINATED INDENTURE" and collectively with the Senior Indenture, the
"INDENTURES") to be entered into between the Company and the Trustee.
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.
<PAGE>
Donaldson, Lufkin & Jenrette, Inc. 2 May 22, 1998
On the basis of the foregoing, we are of the opinion that:
1. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of Senior Debt Securities or Subordinated
Debt Securities have been duly authorized, executed and delivered by the
Company and the Trustee, the specific terms of a particular Senior Debt Security
or Subordinated Debt Security, as the case may be, have been duly authorized
and established in accordance with the applicable Indenture, and such Senior
Debt Security or Subordinated Debt Security, as the case may be, has been duly
authorized, executed, authenticated, issued and delivered in accordance
with the applicable Indenture and the applicable underwriting or other
agreement, such Senior Debt Security or Subordinated Debt Security will
constitute a valid and binding obligation of the Company, enforceable in
accordance with its 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).
2. Upon designation of the relative rights, preferences and limitations
of any series of Preferred Stock by the Board of Directors of the Company and
the proper filing with the Secretary of State of the State of Delaware of a
Certificate of Designation relating to such series of Preferred Stock, all
necessary corporate action on the part of the Company will have been taken to
authorize the issuance and sale of such series of Preferred Stock proposed to
be sold by the Company, and when such shares of Preferred Stock are issued and
delivered against payment therefor in accordance with the applicable
underwriting or other agreement, such shares of Preferred Stock will be validly
issued, fully paid and non-assessable.
3. When the share of Common Stock have been duly authorized, issued and
delivered against payment therefor in accordance with the applicable
underwriting or other agreement, such share of Common Stock will be validly
issued, fully paid and non-assessable.
4. When the specific terms of a particular Warrant have been duly
authorized and established and such Warrant has authorized, executed, issued
and delivered against payment therefor in accordance with the applicable
underwriting or other agreement, such Warrant will constitute the valid and
binding obligation of the Company.
<PAGE>
Donaldson, Lufkin & Jenrette, Inc. 3 May 22, 1998
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, (i) the Board of
Directors shall have duly established the terms of such Security and duly
authorized the issuance and sale of such Security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated
or rescinded; and (iii) there shall not have occurred any change in law
affecting the validity or enforceability of such Security. We have also assumed
that none of the terms of any Security to be established subsequent to the date
hereof, nor the issuance and delivery of such Security, nor the compliance by
the Company with the terms of such Security 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 State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "LEGAL MATTERS" in the prospectus.
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,
/s/ Davis Polk & Wardwell
<PAGE>
EXHIBIT 12.1
DONALDSON, LUFKIN & JENRETTE, INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT FOR RATIO)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Earnings:
Income before provisions for
income taxes .................... $ 302,000 $ 205,000 $ 298,500 $ 473,800 $ 661,100
Add: Fixed Charges
Interest expense (gross) .......... 1,465,303 2,116,655 2,699,769 2,865,800 4,012,209
Interest factor in rents ......... 15,432 18,565 22,064 25,515 29,351
----------- ----------- ----------- ----------- -----------
Total fixed charges .............. 1,480,735 2,135,220 2,721,833 2,891,315 4,041,560
Earnings before fixed charges,
and provision for income
taxes ............................. $ 1,782,735 $ 2,340,220 $ 3,020,333 $ 3,365,115 $ 4,702,660
=========== =========== =========== =========== ===========
Ratio of earnings to fixed
charges ........................... 1.20 1.10 1.11 1.16 1.16
=========== =========== =========== =========== ===========
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, 1998
---------------
<S> <C>
Earnings:
Income before provisions for
income taxes .................... $ 217,250
Add: Fixed Charges
Interest expense (gross) .......... 1,139,937
Interest factor in rents ......... 8,448
-----------
Total fixed charges .............. 1,148,385
Earnings before fixed charges,
and provision for income
taxes ............................. $ 1,365,635
===========
Ratio of earnings to fixed
charges ........................... 1.19
===========
</TABLE>
<PAGE>
EXHIBIT 12.2
DONALDSON, LUFKIN & JENRETTE, INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS
(IN THOUSANDS, EXCEPT FOR RATIO)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Earnings:
Income before provision for
Income taxes ...................... $ 302,000 $ 205,000 $ 298,500 $ 473,800 $ 661,100
Add: Fixed Charges
Interest (gross) ................... 1,465,303 2,116,655 2,699,769 2,865,800 4,012,209
Interest factor in rents ........... 15,432 18,565 22,064 25,515 29,351
----------- ----------- ----------- ----------- -----------
Total fixed charges ................ 1,480,735 2,135,220 2,721,833 2,891,315 4,041,560
Add: Preferred dividends ............ -- 20,970 19,868 18,653 12,144
Combined fixed charges and
preferred dividends .............. 1,480,735 2,156,190 2,741,701 2,909,968 4,053,704
Earnings before fixed charges,
preferred dividends and
provision for income taxes ......... $ 1,782,735 $ 2,340,220 $ 3,020,333 $ 3,365,116 $ 4,702,660
=========== =========== =========== =========== ===========
Ratio of earnings to fixed
charges and preferred
dividends .......................... 1.20 1.09 1.10 1.16 1.16
=========== =========== =========== =========== ===========
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, 1998
---------------
<S> <C>
Earnings:
Income before provision for
Income taxes ...................... $ 217,250
Add: Fixed Charges
Interest (gross) ................... 1,139,937
Interest factor in rents ........... 8,448
-----------
Total fixed charges ................ 1,148,385
Add: Preferred dividends ............ 5,443
Combined fixed charges and
preferred dividends .............. 1,153,828
Earnings before fixed charges,
preferred dividends and
provision for income taxes ......... $ 1,365,635
===========
Ratio of earnings to fixed
charges and preferred
dividends .......................... 1.18
===========
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Donaldson, Lufkin & Jenrette, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 dated May 22, 1998, of our report dated February 2, 1998, which is
included in the December 31, 1997 annual report on Form 10-K of Donaldson,
Lufkin & Jenrette, Inc., also incorporated herein by reference, and to the
reference to our firm under the heading "Experts" in the registration
statement.
/S/ KPMG Peat Marwick LLP
-------------------------
New York, New York
May 22, 1998
<PAGE>
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Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-1898818
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
277 PARK AVENUE
NEW YORK, NEW YORK 43287
(Address of principal executive offices) (Zip Code)
----------------------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
- -------------------------------------------------------------------------------
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 22nd day
of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Victor Evans
--------------------------
/s/ Victor Evans
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................................$ 12,037
Interest-bearing balances ............................................ 4,054
Securities: .............................................................
Held to maturity securities................................................ 2,340
Available for sale securities.............................................. 50,134
Federal funds sold and securities purchased under
agreements to resell ................................................. 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve ................................ 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................................... 125,161
Trading Assets ............................................................ 61,820
Premises and fixed assets (including capitalized
leases)............................................................... 2,961
Other real estate owned ................................................... 347
Investments in unconsolidated subsidiaries and
associated companies.................................................. 242
Customers' liability to this bank on acceptances
outstanding .......................................................... 1,380
Intangible assets ......................................................... 1,549
Other assets .............................................................. 11,727
------
TOTAL ASSETS .............................................................. $298,734
========
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ................................................ $ 96,682
Noninterest-bearing ................................................ $ 38,074
Interest-bearing ................................................... 58,608
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ............................................. 72,630
Noninterest-bearing ......................................... $ 3,289
Interest-bearing ................................................... 69,341
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................... 42,735
Demand notes issued to the U.S. Treasury ................................ 872
Trading liabilities ..................................................... 45,545
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ...................... 4,454
With a remaining maturity of more than one year .............
through three years ......................................... 231
With a remaining maturity of more than three years ................ 106
Bank's liability on acceptances executed and outstanding ................ 1,380
Subordinated notes and debentures ....................................... 5,708
Other liabilities ....................................................... 11,295
TOTAL LIABILITIES ....................................................... 281,638
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................... 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ............... 10,291
Undivided profits and capital reserves .................................. 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (1)
Cumulative foreign currency translation adjustments ..................... 16
TOTAL EQUITY CAPITAL .................................................... 17,096
---------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $ 298,734
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank,
do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
