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PRICING SUPPLEMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-53499
PROSPECTUS DATED JUNE 1, 1998 MARCH 05, 1999
AND PROSPECTUS SUPPLEMENT DATED OCTOBER 30, 1998 RULE 424(b)(5)
DONALDSON, LUFKIN & JENRETTE, INC.
MEDIUM-TERM N0TES
Due Nine Months or More from Date of Issue
The Medium-Term Notes, as further described below and in the Prospectus
Supplement under Description of Notes, will bear interest from the date of
issuance until the principal amount thereof is paid or made available for
payment at the rate set forth below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Principal Amount: $40,000,000
Price To Public: 100.00%
Underwriting Discount: 0.500000%
Proceeds To Issuer: 99.50%
Settlement Date March 15, 1999
(Original Issue Date):
Specified Currency: US Dollars
Authorized Denomination: $1,000
Maturity Date: March 15, 2004
Interest Rate: 3M Libor+63 bp Optional Repayment Date: Non-Call/Life
First Coupon: tba
Last Coupon: 3M Libor+63 bp
Day Count: Actual/360
Interest Payment Dates: Quarterly
Interest Reset Dates: 15th of March, June,
September, December
Interest Determination 2 London Business days Book Entry Note B/E, see Addendum
Date: prior to Interest Reset
Date
First Payment: June 15, 1999 Total Amount of OID: N/A
CUSIP: 25766CAU8
ISIN: US25766CAU80
</TABLE>
Capitalized terms not defined above have the meaning given to such terms in the
accompanying Prospectus Supplement.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
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ADDENDUM
This Addendum is attached to Pricing Supplement No. 2 and supplements
the Prospectus Supplement dated October 30, 1998 and the Prospectus dated
June 1, 1998.
ADDITIONAL INFORMATION REGARDING BOOK-ENTRY AND CLEARANCE
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered
Global Notes which will be deposited with, or on behalf of DTC as the
Depositary, and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC ("DTC Participants").
Investors may elect to hold interests in the Global Notes through either DTC
(in the United States) or Cedelbank or Morgan Guaranty Trust Company of New
York, Brussels Office, as operator of Euroclear (in Europe) if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Cedelbank and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the names of their respective depositaries (the "U.S.
Depositaries") on the books of DTC. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee
of DTC or to a successor of DTC or its nominee.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, 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 Securities
Exchange Act of 1934, as amended. The Depositary holds securities deposited
with it by its participants and facilitates the settlement of transactions
among its participants in such securities through electronic computerized
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 (including the
Underwriters), banks, trust companies, clearing corporations and certain
other other organizations, some of whom (and/or their representatives) own
the Depositary. Access to the Depositary 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.
The Depositary has also advised the Company that the Depositary's
management is aware that some computer applications, systems, and the like
for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on and after January 1, 2000, may encounter "Year
2000 problems." The Depositary has informed participants and other members of
the financial community that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of
distributions (including principal and income payments) to securityholders,
book-entry deliveries, and settlement of trades within DTC ("DTC Services"),
continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
the Depositary's plan includes a testing phase, which is expected to be
completed within appropriate time frames. However, the Depositary's ability
to perform its services properly is also dependent upon other parties,
including but not limited to issuers and their agents, as well as third party
vendors from whom the Depositary licenses software and hardware, and third
party vendors on whom the Depositary relies for information or the provision
of services, including telecommunication and electrical utility service
providers, among others. The Depositary has informed the financial community
that it is contacting, and will continue to contact, third party vendors from
whom the Depositary acquires services to impress upon them the importance of
such services being Year 2000 compliant, and to determine the extent of their
efforts for Year 2000 remediation and, as appropriate, testing of their
services. In addition, DTC is in the process of developing such contingency
plans as it deems appropriate.
According to the Depositary, the foregoing information with respect to the
Depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.
Cedelbank advises that it is incorporated under the laws of Luxembourg as
a professional depositary. Cedelbank holds securities for its customers
("Cedelbank Customers") and facilitates the clearance and
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settlement of securities transactions between Cedelbank Customers through
electronic book-entry changes in accounts of Cedelbank Customers, thereby
eliminating the need for physical movement of certificates. Cedelbank
provides to Cedelbank Customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Cedelbank interfaces
with domestic markets in several countries. As a bank, Cedelbank is subject
to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Cedelbank
Customers are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations and may include the
Underwriters. Cedelbank's U.S. Customers are limited to securities brokers
and dealers and banks. Indirect access to Cedelbank is also available to
others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Cedelbank Customers
either directly or indirectly. Payments of principal and interest with
respect to the Notes held beneficially through Cedelbank will be credited to
cash accounts of Cedelbank Customers in accordance with its rules and
procedures, to the extent received by the U.S. Depositary for Cedelbank.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by the Brussels, Belgium
office of Morgan Guaranty Trust Company of New York (the "Euroclear
Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by
the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional
financial intermediaries and may include the Managers. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or
indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms
and Conditions only on behalf of Euroclear Participants, and has no record of
or relationship with persons holding through Euroclear Participants.
Payments of principal and interest with respect to Notes held beneficially
through Euroclear will be credited to the cash accounts of Euroclear
Participants in accordance with the Terms and Conditions, to the extent
received by the U.S. Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer
interests in the Notes by book-entry through accounts with the Euroclear
Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary,
as well as the laws and contractual provisions governing the relationship
between such an intermediary and each other intermediary, if any, standing
between themselves and the Global Notes.
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The Euroclear Operator advises as follows: Under Belgian law, investors
that are credited with securities on the records of the Euroclear Operator
have a co-property right in the fungible pool of interests in securities on
deposit with the Euroclear Operator in an amount equal to the amount of
interests in securities credited to their accounts. In the event of the
insolvency of the Euroclear Operator, Euroclear Participants would have a
right under Belgian law to the return of the amount and type of interests in
securities credited to their accounts with the Euroclear Operator. If the
Euroclear Operator did not have a sufficient amount of interests in
securities on deposit of a particular type to cover the claims of all
Participants credited with such interests in securities on the Euroclear
Operator's records, all Participants having an amount of interests in
securities of such type credited to their accounts with the Euroclear
Operator would have the right under Belgian law to the return of their
pro-rata share of the amount of interests in securities actually on deposit.
Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited
with such interests in securities on its records.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary
market trading between Cedelbank Customers and/or Euroclear Participants will
occur in the ordinary way in accordance with the applicable rules and
operating procedures of Cedelbank and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in immediately available
funds.
Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Cedelbank
Customers or Euroclear Participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by the U.S. Depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to
the U.S. Depositary to take action to effect final settlement on its behalf
by delivering or receiving Notes in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Cedelbank Customers and Euroclear Participants may not deliver
instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedelbank
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following DTC settlement date. Such credits or any transactions in such Notes
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settled during such processing will be reported to the relevant Cedelbank
Customers or Euroclear Participants on such business day. Cash received in
Cedelbank or Euroclear as a result of sales of Notes by or through a
Cedelbank Customer or a Euroclear Participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participants of
DTC, Cedelbank and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued
at any time.
