DONALDSON LUFKIN & JENRETTE INC /NY/
8-K, 1998-10-15
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported) October 15, 1998

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

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

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

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

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

<PAGE>

Item 5. Other Events

         A press release dated October 13, 1998, issued by Donaldson, Lufkin &
Jenrette, Inc., is filed herewith as an exhibit concerning third quarter
financial results and the information concerning the Company contained
therein is hereby incorporated in its entirety by reference.

         (c) Exhibit

         Exhibit 99. 1       Press release dated October 13, 1998.

<PAGE>

                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  Donaldson, Lufkin & Jenrette, Inc.

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


October 15, 1998


<PAGE>

                          DONALDSON, LUFKIN & JENRETTE
                       Donaldson, Lufkin & Jenrette, Inc.
           277 Park Avenue, New York, New York 10172 - (212) 892-3000

FOR IMMEDIATE RELEASE

Media Contact:                              Investor Contact:           
Catherine M. Conroy                         Kevin Zuccala               
Donaldson, Lufkin & Jenrette                Donaldson, Lufkin & Jenrette
212-892-3275                                212-892-4693                
                                            
            DLJ REPORTS EARNINGS OF $25.7 MILLION OR $0.15 PER SHARE
                         FOR THE THIRD QUARTER OF 1998

         New York, NY - October 13, 1998 - Donaldson, Lufkin & Jenrette, Inc.
(NYSE: DLJ) today announced that its net income for the third quarter of 1998
was $25.7 million, or $0.15 per share (diluted and adjusted for a two-for-one
stock split in May 1998). These results are 79 percent and 84 percent lower,
respectively, than the $120.3 million, or $0.93 per share, reported for the
third quarter of 1997.

         Net revenues, or total revenues minus interest expense, declined 30
percent from the $989 million reported in the third quarter of 1997 to $695
million for the current quarter of 1998. Return on equity for the third quarter
of 1998 was 3.4 percent versus 27.7 percent for the third quarter of 1997. Book
value per common share at September 30, 1998 was $19.93.

         For the nine-month period ending September 30, 1998, DLJ reported net
income of $302 million, approximately two percent less than the $307 million
reported for the comparable period in 1997. Net revenues for the first nine
months of 1998, or total revenues minus interest expense, rose 17 percent to
$3.0 billion. Return on equity for the first nine months of 1998 was 17.9
percent versus 24.9 percent for the comparable period of 1997.

<PAGE>

         In a joint statement, Joe L. Roby, President and Chief Executive
Officer of Donaldson, Lufkin & Jenrette, Inc., and John S. Chalsty, DLJ's
Chairman, said, "As everyone realizes, this was a difficult period for the
securities industry. Unprecedented volatility in the world's capital markets
brought new issue calendars to a standstill for much of the quarter and caused
interest rate spreads over Treasuries on fixed-income securities to widen
dramatically. Underwriting revenues, which accounted for 29 percent of our net
revenues in the first half of 1998 slowed substantially in the third quarter.
Underwriting revenues for the third quarter of 1998 were $122 million, 59
percent lower than in the comparable quarter of 1997. This decline in
underwriting income, along with the impact of trading losses in domestic
fixed-income securities and in Russia and other emerging markets, offset the
strong gains that DLJ realized in commissions, fees and net interest income
during the third quarter of 1998."

         They noted, "DLJ has a history of using industry turmoil to its
advantage and we hope to capitalize on current conditions with as much success
as we did in previous market downturns. We will be alert to opportunities to
strengthen our firm in the current market environment."

THIRD QUARTER COMPARISONS: RECORD COMMISSIONS

         As a result Of sustained high volume in the U.S. stock market,
revenues from commissions increased by more than 26 percent to a record $225
million during the third quarter of 1998. DLJ's franchises in institutional
equities, correspondent clearing services, and private client and on-line
investment services for individuals benefited from volume levels in the
quarter.

         Fee income, arising primarily from the firm's role as a financial
advisor on merger and acquisition assignments, increased by approximately 50
percent from the third quarter a year ago to $317 million. For the nine months
ended September 30, 1998, DLJ ranked sixth as a financial advisor as measured
by the dollar volume of its announced U.S. merger and acquisition assignments.


                                       2
<PAGE>

DLJ's private funds business as well as its merchant banking and asset 
management businesses also contributed to this gain in fee income.

         Net interest income rose 68 percent to $203 million.

         For the third quarter of 1998, underwriting income was $122 million,
or 59 percent less than in the comparable quarter a year ago. At September 30,
1998, DLJ was the number-one ranked lead underwriter of high-yield bonds and
the fourth most active lead underwriter of common stocks.

         For the third quarter of 1998, DLJ reported a net loss of $234 million
in dealer and trading revenues compared to revenues of $85 million for the
comparable quarter of 1997. These losses arose from the combined impact of
trading losses and mark-to-market valuations of its inventory of fixed-income
securities as well as the trading losses it incurred in Russian and other
emerging markets securities. At September 30, 1998, DLJ's exposure to emerging
markets securities, as measured by the aggregate of its net position for each
country, was less than $100 million.

         NINE-MONTH COMPARISON: RECORD COMMISSIONS, UNDERWRITING AND FEE INCOME

         Commission revenues for the nine-month period ending September 30,
1998, increased 24 percent to a record $626 million, as a result of sustained
strong volume in the U.S. equity markets. Results at DLJ's Pershing
correspondent services division for the first nine months of 1998 exceed the
division's full year performances in both 1997 and 1996.

         Underwriting income for the nine-month period ending September 30, 1998
rose 22 percent to a record $795 million as a result of exceptionally active
new issue calendars in the first half of the year. Fee income for the nine
months rose 67 percent to a record $891 million, primarily as a result of
strong market share gains in the firm's merger and acquisition advisory
business. Trading gains for the nine-month period were a negative $100 million
as a result of third- quarter losses. Net interest income for the period rose
more than 75 percent to $606 million.

                                       3
<PAGE>

         DLJ COMMON STOCK INVESTMENT PLAN

         DLJ also announced that it is establishing a DLJ Stock Fund as one of
the investment options available to employees who participate in the firm's
401(k)/profit sharing plan. Eligible employees may transfer as much as 50
percent of their current plan balances into the new DLJ Stock Fund. The Bank of
New York, acting as Investment Manager for the plan, has been authorized to
purchase a sufficient number of shares of DLJ common stock, but in no event more
than three million shares, to satisfy the initial demand as well as all future
demand for shares by the plan's participants.

         Donaldson, Lufkin & Jenrette is a leading integrated investment and
merchant bank serving institutional, corporate, government and individual
clients. DLJ's businesses include securities underwriting; sales and trading;
investment and merchant banking; financial advisory services; investment
research; venture capital; correspondent brokerage services; on-line,
interactive brokerage services; and asset management. Founded in 1959 and
headquartered in New York City, DLJ employs approximately 8,150 people
worldwide and maintains offices in 14 cities in the United States and 11 cities
in Europe, Latin America and Asia. The company's common stock trades on the New
York Stock Exchange under the ticker symbol DLJ. For more information on
Donaldson, Lufkin & Jenrette, refer to the company's world wide web site at
http://www.dlj.com.

                            Financial Tables Follow

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                      ---------------------------------------------------------
                                              Quarters Ended             Nine Months Ended
                                               September 30,                September 30,
                                           1998           1997          1998           1997
                                      ---------------------------------------------------------
<S>                                       <C>        <C>               <C>        <C>        
Revenues:
   Commissions                        $   225,345    $   178,301   $   625,811    $   504,997
   Underwritings                          121,727        294,452       795,201        651,812
   Fees                                   317,297        209,703       891,104        532,530
   Interest-net (1)                       577,515        400,413     1,732,568      1,090,133
   Principal transactions-net:
     Trading                             (234,423)        84,908       (99,700)       332,216
     Investment                            44,724         85,587       133,217        149,967
   Other                                   17,642         15,132        41,792         49,424
                                      -----------    -----------   -----------    -----------    
       Total revenues                   1,069,827      1,268,496     4,119,993      3,311,079
                                      -----------    -----------   -----------    -----------    

Costs and expenses:
   Compensation and benefits              387,168        545,493     1,704,218      1,411,272
   Interest                               374,686        279,287     1,126,793        744,464
   Brokerage, clearing, exchange
     fees, and other                       61,356         56,409       190,593        166,194
   Occupancy and equipment                 65,849         47,452       189,897        132,757
   Communications                          23,479         16,141        64,638         45,912
   Other operating expenses               115,689        135,614       354,504        311,380
                                      -----------    -----------   -----------    -----------    
     Total costs and expenses           1,028,227      1,080,396     3,630,643      2,811,979
                                      -----------    -----------   -----------    -----------    
 
Income before provision for
   income taxes                            41,600        188,100       489,350        499,100
                                      -----------    -----------   -----------    -----------    

Provision for income taxes                 15,900         67,800       187,200        192,200
                                      -----------    -----------   -----------    -----------    

Net income                            $    25,700    $   120,300   $   302,150    $   306,900
                                      ===========    ===========   ===========    ===========    

Dividends on preferred stock          $     5,289    $     2,970   $    16,021    $     9,174
                                      ===========    ===========   ===========    ===========    

Earnings applicable to
   common shares                      $    20,411    $   117,330   $   286,129    $   297,726
                                      ===========    ===========   ===========    ===========    

Earnings per share (2):
   Basic                              $      0.17    $      1.06   $      2.42    $      2.71
   Diluted                            $      0.15    $      0.93   $      2.18    $      2.40
                                      ===========    ===========   ===========    ===========    

Weighted average common
 shares (2):
   Basic                                  121,569        111,116       118,025        109,826
   Diluted                                134,478        126,786       131,386        124,278
                                      ===========    ===========     =========    ===========    
</TABLE>

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                      ---------------------------------------------------------
                                              Quarters Ended             Nine Months Ended
                                               September 30,                September 30,
                                           1998           1997          1998           1997
                                      ---------------------------------------------------------
<S>                                         <C>           <C>       <C>            <C>  
BALANCE SHEET DATA AT END OF PERIOD:
   Long-term borrowings (3)                                         $ 3,137,104    $ 2,029,574 
                                                                    ===========    ===========
   Redeemable preferred stock                                       $   200,000    $   200,000 
                                                                    ===========    ===========
   Total stockholders' equity (2,4)                                 $ 2,862,060    $ 1,963,911 
                                                                    ===========    ===========
   Book value per common share 
     outstanding                                                    $     19.93    $     14.93 
                                                                    ===========    ===========
   Common shares and RSUs outstanding
     at end of period                                                   124,802        118,178 
                                                                    ===========    ===========

OTHER FINANCIAL DATA AT END OF PERIOD:
   Ratio of long-term borrowings to total
     capitalization (5)                                                    50.6%          50.5%

   Return on average common stockholders' 
     equity (6)                             3.4%          27.7%            17.9%          24.9%
</TABLE>

(1)   Interest-net is net of interest expense to finance U.S. Government,
      agency and mortgage-backed securities of $794.2 million, $731.8 million,
      $2,343.0 million and $2,097.6 million, respectively.

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

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

(3)   In July 1998, the Company issued an aggregate of $125 million Medium-Term
      Notes due 2003.

      In August 1998, in connection with the formation of a bankruptcy-remote
      collateralized loan obligation, a subsidiary of the Company issued Senior
      Secured Floating Rate Notes in the principal amounts of $200 million and
      $250 million due March 15, 2005 and September 15, 2005, respectively.

(4)   In July 1998, the Company sold an aggregate of five million shares of
      newly issued common stock to its parent companies, Equitable Companies
      Incorporated and AXA Group for $300 million.

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

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

                                       6



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