As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Donaldson, Lufkin & Jenrette, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-1898818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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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)
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Copies to:
Deanna L. Kirkpatrick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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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(c) under the Securities Act, please
check the following box and list the Securities Act registration
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Amount of
Title of Each Class of Amount to be Maximum Aggregate Registration
Securities to be Registered(1) Registered Offering Price(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Senior Debt Securities, Subordinated Debt
Securities and Preferred Stock................ 2,000,000,000(2)(3)(4) 100% $2,000,000,000 $556,000
================================================= ====================== === ============== ========
</TABLE>
(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 and Preferred Stock 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 and Preferred 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 $2,000,000,000.
(4) This Registration Statement also relates to offers and sales of
Senior Debt Securities, Subordinated Debt Securities and
Preferred Stock 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.
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We will amend and complete the information in this prospectus. We may
not sell any of these securities or accept your offer to buy any of
them until the documentation filed with the SEC relating to these
securities has been declared "effective" by the SEC. This prospectus
is not an offer to sell these securities or our solicitation of your
offer to buy these securities in any State or other jurisdiction where
that would not be permitted or legal.
SUBJECT TO COMPLETION, DATED MARCH 5, 1999
PROSPECTUS
, 1999
$ 2,000,000,000
Donaldson, Lufkin & Jenrette, Inc.
Debt Securities and Preferred Stock
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We will provide specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any supplement
carefully before you invest.
We will not use this prospectus to confirm sales of any securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not
list any of these securities on any securities exchange.
-----------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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TABLE OF CONTENTS
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Page
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About this Prospectus........................................................3
Where You Can Find More Information..........................................3
Use of Proceeds..............................................................4
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges
and Preferred Stock Dividends...........................................4
Donaldson, Lufkin & Jenrette, Inc............................................4
Description of Preferred Stock...............................................5
Description of Debt Securities...............................................8
ERISA........................................................................16
Plan of Distribution.........................................................17
Legal Matters................................................................18
Experts......................................................................18
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may sell any
combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $2,000,000,000. This
prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find
More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. Our
SEC filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
o Current Reports on Form 8-K filed on April 14, 1998, June
25, 1998, July 16, 1998, July 17, 1998, September 2, 1998,
October 15, 1998, October 16, 1998, November 12, 1998,
January 12, 1999 and January 25, 1999.
You may request a copy of these filings, at no cost, by writing
or telephoning us at our principal executive offices at the following
address:
Donaldson Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Attention: Corporate Secretary
Tel: (212) 892-3000
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information.
We are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in
this prospectus or any prospectus supplement is accurate as of any
date other than the date on the front of these documents.
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We have filed or incorporated by reference exhibits with this
registration statement that include the form of proposed underwriting
agreement and indenture. You should read the exhibits carefully for
provisions that may be important to you.
USE OF PROCEEDS
Unless we tell you otherwise in a prospectus supplement, we will
use the proceeds from the sale of these securities for general
corporate purposes, including refinancing existing indebtedness. We
may also invest the proceeds temporarily 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 DLJ's ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock
dividends for the periods indicated.
Year Ended December 31
--------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
Ratio of earnings to fixed charges..... 1.10 1.11 1.16 1.16 1.13
Ratio of earnings to combined fixed
charges and preferred stock
dividends......................... 1.09 1.10 1.16 1.16 1.13
For the purpose of calculating the above ratios:
o earnings consist of income before provision for income taxes
and fixed charges and
o fixed charges consist of interest expense and one-third of
rental expense which we deem representative of an interest
factor.
DONALDSON, LUFKIN & JENRETTE, INC.
DLJ is a leading integrated investment and merchant bank that
serves institutional, corporate, governmental and individual clients
both domestically and internationally. DLJ is a holding company which
conducts its business through various subsidiaries including its
principal broker-dealer subsidiary, Donaldson, Lufkin & Jenrette
Securities Corporation. DLJ's business includes securities
underwriting, sales and trading, merchant banking, financial advisory
services, investment research, correspondent brokerage services and
asset management.
Founded in 1959, DLJ initially focused on providing in-depth
investment research to institutional investors. In 1970, DLJ became
the first member firm of the New York Stock Exchange to be owned
publicly. Fifteen years later, Equitable Life Assurance Society of the
United States purchased DLJ. Until our initial public offering in
October 1995, we were an independently operated indirect wholly-owned
subsidiary of The Equitable Companies Incorporated. At March 1, 1999,
Equitable owned 71.3% of our 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, 1999, approximately 59.6% of Equitable's
outstanding common stock. In addition, at March 1, 1999, AXA directly
owned an additional 1.5% of our outstanding common stock.
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We currently employ approximately 8,500 people worldwide and
maintain offices in 14 cities in the United States and 11 cities in
Europe, Latin America and Asia.
Our principal executive offices are located at 277 Park Avenue,
New York, NY 10172 and our telephone number is (212) 892-3000.
All references to "us" or "DLJ" in this prospectus are to
Donaldson, Lufkin & Jenrette, Inc.
DESCRIPTION OF PREFERRED STOCK
DLJ's authorized capital stock 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 1, 1999, DLJ
had 124,320,184 shares of common stock, 4,000,000 shares of Series A
Fixed Adjustable Rate Preferred Stock and 3,500,000 shares of Series B
Fixed Adjustable Rate Preferred Stock outstanding. In addition to the
summary description of our capital stock below, you should refer to
DLJ's Certificate of Incorporation and Bylaws for provisions which may
be important to you. We have filed copies of our Certificate of
Incorporation and Bylaws with the SEC.
Preferred Stock
DLJ's Board of Directors have the authority to issue the
preferred stock in one or more series and to fix the terms of any
series without any further vote or action by the holders of DLJ's
Common Stock. In addition, we do not need the approval of the holders
of the Series A or Series B preferred stock to issue any preferred
stock that ranks equal or junior to the Series A and Series B
preferred stock.
We will describe the terms of any series of preferred stock that
we issue in a prospectus supplement. These terms may include:
o The number of shares, purchase price and ranking in
comparison to other series of preferred stock that DLJ has
issued
o The liquidation preference payable on each share in the
event of DLJ's voluntary or involuntary liquidation,
dissolution or winding up
o The dividend rate, if any, and the dividend payment dates.
We may determine the dividend rate through a formula, which
we will describe in the prospectus supplement for that
preferred stock.
o The date or dates, if any, on which DLJ can redeem the
shares (and whether DLJ has agreed to set aside any money
for the redemption of the shares) and the date or dates, if
any, on which a holder can ask DLJ for repayment. We may
determine the redemption or repayment price through a
formula, which we will describe in the prospectus supplement
for that preferred stock.
o Any voting rights
o Whether the preferred stock has any preemptive rights. By
preemptive rights we mean a first right to buy any new
issuances of any of our securities.
o The currency, if other than U.S. dollars, in which we will pay
dividends or any redemption or repayment price
o Whether the preferred stock is exchangeable or convertible
into other securities (including securities of an issuer
other than DLJ or DLJ's affiliates)
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o The transfer agent and registrar for the preferred stock
o Any other terms
All of DLJ's preferred stock will be fully paid and
non-assessable when issued, which means that the holders have paid
their purchase price in full and that DLJ does not have the right to
ask them to pay any more money. DLJ will pay dividends on all shares
of its preferred stock before it pays dividends on its Common Stock.
In addition, if DLJ is liquidated, DLJ will be required to pay the
liquidation preference on all of its shares of preferred stock before
holders of its Common Stock would be entitled to any of DLJ's assets.
Unless we state otherwise in a prospectus supplement, DLJ will not be
permitted to pay dividends or liquidation preference on any series of
preferred stock in preference to payments on any other series of
preferred stock.
Series A and Series B Fixed Adjustable Rate Preferred Stock
o We have issued 4,000,000 shares of Series A preferred stock and
3,500,000 shares of Series B preferred stock.
o Liquidation Preference: Both series of preferred stock have
liquidation preferences of $50 per share.
o Preemptive Rights: None.
o Conversion or Exchange Rights: None.
o Fully Paid and Non-assessable: Our Series A and Series B
preferred stock is fully paid and non-assessable.
o Series A Dividend Rates:
o Through November 30, 2001, we must pay dividends to the
holders of our Series A preferred stock at the annual
rate of 5.94% or $2.97 per share.
o After November 30, 2001, the dividends that we will pay
to holders of the Series A preferred stock will vary,
as described in the terms of the Series A preferred
stock. We will calculate the annual rate that we will
pay by adding 0.50% to the highest of three different
interest rates. One of these rates is the United States
3 month treasury bill rate and the other two rates are
based on the rates for ten year and thirty year United
States treasury bonds. We define these rates as the
Treasury Bill Rate, the Ten Year Constant Maturity
Rate, and the Thirty Year Constant Maturity Rate, and
you can find a detailed description of each of these
rates in the terms of the Series A preferred stock.
o Unless the United States government amends the Internal
Revenue Code as described below under "Changes in
Dividends Received Percentage," we will never pay the
holders of our Series A preferred stock an annual rate
of less than 6.44% or greater than 12.44% after
November 30, 2001.
o Series B Dividend Rates:
o Through January 15, 2003, we must pay dividends to the
holders of our Series B preferred stock at the annual
rate of 5.30% or $2.65 per share.
o After January 15, 2003, we will calculate the annual
rate that we will pay by adding 0.40% to the highest of
the three different interest rates we described above
for the Series A preferred stock.
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o Unless the United States government changes the
Internal Revenue Code as described below under "Changes
in Dividends Received Percentage," we will never pay
the holders of our Series B preferred stock an annual
rate of less than 5.70% or greater than 11.30% after
January 15, 2003.
o Changes in the Dividends Received Percentage
o The Internal Revenue Code provides that corporations
are entitled to deduct from their net income 70% of the
dividend payments that they receive. Therefore,
corporations are taxed on only 30% of the dividends
that they receive.
o If the United States government changes the Internal
Revenue Code to reduce the percentage of dividends
received that a corporation can deduct below 70%, we
will have to increase the dividend that we pay to
holders of the Series A preferred stock based on a
formula so that the holders of the Series A preferred
stock receive the same effective dividend. If the
United States government reduces the percentage of
dividends received that a corporation can deduct below
50%, we can redeem all of the Series A preferred stock
but not just a portion.
o If, before July 9, 1999, the United States government
changes the Internal Revenue Code to reduce the
percentage of dividends received that a corporation can
deduct, we will have to increase the dividend that we
pay to holders of the Series B preferred stock based on
a formula so that the holders of the Series B preferred
stock receive the same effective dividend. However, if
the United States government reduces the percentage of
dividends received that a corporation can deduct below
50%, we will pay dividends on the Series B preferred
shares as though the percentage of dividends received
that a corporation can deduct were 50%.
o Voting Rights
o Preferred shareholders do not have the right to vote,
except where required by law and in the special cases
listed below.
o If we do not pay six quarterly dividends on either the
Series A or Series B preferred stock, we will increase
the number of our directors by two. The holders of our
Series A or Series B preferred stock (together with any
other series of preferred stock ranking equally with
the Series A and Series B preferred stock and entitled
to the same special voting rights) will have the right
to elect two directors to fill the newly created
directorships.
o At least 66 2/3% of the outstanding shares of the Series
A or Series B preferred stock must approve any
amendment to our certificate of incorporation which
will adversely affect the powers, preferences,
privileges or rights of that series.
o At least 66 2/3% of the outstanding shares of the Series
A and Series B preferred stock (voting as a single
class) must approve any issuance, authorization or
increase in the authorized amount of any preferred
stock, or obligation or security convertible into or
evidencing the right to buy preferred stock, that ranks
prior to the Series A and Series B preferred stock. We
need to get the same approval to reclassify any of our
authorized stock into shares which rank prior to the
Series A and Series B preferred stock.
o We do not need the approval of the holders of the
Series A or Series B preferred stock to take any of the
actions discussed above with respect to our any stock
ranking equally or junior to our preferred stock.
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o Redemption
o Prior to November 30, 2001, we may not redeem the Series A
preferred stock unless the United States government reduces
the percentage of dividends received that a corporation
can deduct below 50%. If the United States government
reduces the percentage of dividends received that a
corporation can deduct below 50%, we may redeem all of
the Series A preferred stock, but we may not redeem
only a portion of the Series A preferred stock. The
redemption price will vary between $51.50 and $50 per
share, depending on the redemption date, plus accrued
and unpaid dividends. On or after November 30, 2001,
we may redeem any amount of Series A preferred stock
by paying the holder of the shares $50 per share plus
accrued and unpaid dividends.
o Prior to January 15, 2003, we may not redeem the Series
B preferred stock. On or after January 15, 2003, we may
redeem any amount of Series B preferred stock by paying
the holder of the shares $50 per share plus accrued and
unpaid dividends.
o In cases of merger or consolidation, we may offer to
purchase the Series A or Series B preferred shares for
$50 per share plus any unpaid and accrued dividends to
the time set for redemption. However, we are not
obligated to offer to purchase any preferred stock in
the event of a merger or consolidation.
o Listing
o We listed the Series A preferred stock on the New York
Stock Exchange under the symbol "DLJpfA."
o We listed the Series B preferred stock on the New York
Stock Exchange under the symbol "DLJpfB."
DESCRIPTION OF DEBT SECURITIES
We may issue either senior debt securities or subordinated debt
securities. Senior debt securities and subordinated debt securities
will be issued in one or more series under either the senior indenture
or the subordinated indenture between us and The Chase Manhattan Bank,
as Trustee. In the following discussion, we sometimes refer to the two
indentures as the "indentures".
This prospectus briefly outlines the provisions of the
indentures. The indentures have been filed as exhibits to the
registration statement and you should read the indentures for
provisions that may be important to you. The indentures are
substantially identical except for the subordination and negative
pledge provisions described below.
DLJ is a holding company and depends upon the earnings and cash
flow of its subsidiaries to meet its obligations under the debt
securities. Since the creditors of any of DLJ's subsidiaries would
generally have a right to receive payment that is superior to DLJ's
right to receive payment from the assets of that subsidiary, holders
of DLJ's debt securities will be effectively subordinated to creditors
of DLJ's subsidiaries. In addition, the Securities Exchange Act and
the New York Stock Exchange impose net capital requirements on some of
our subsidiaries which limit their ability to pay dividends and make
loans and advances to DLJ.
In the summary below, we have included references to section numbers
of the indentures so that you can easily locate these provisions.
Issuances in Series
The indentures do not limit the amount of debt we may issue. We
may issue the debt securities in one or more series with the same or
various maturities, at a price of 100% of their principal amount or at
a premium or a discount. The debt securities will not be secured by any of
DLJ's property or assets.
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The prospectus supplement relating to any series of debt
securities being offered will contain the specific terms relating to
the offering. These terms will include some or all of the following:
o Whether the debt securities are senior or subordinated
o The total principal amount of the debt securities
o The percentage of the principal amount at which the debt
securities will be issued and whether the debt securities
will be "original issue discount" securities for U.S.
federal income tax purposes. If we issue original issue
discount debt securities (securities that are issued at a
substantial discount below their principal amount because
they pay no interest or pay interest that is below market
rates at the time of issuance), we will describe the special
United States federal income tax and other considerations of
a purchase of original issue discount debt securities in the
prospectus supplement.
o The date or dates on which principal will be payable and
whether the debt securities will be payable on demand by the
holders on any date
o The manner in which we will calculate payments of principal,
premium or interest and whether any payment will be fixed or
based on an index or formula
o The interest payment dates
o Optional or mandatory redemption terms
o Authorized denominations, if other than $1,000 and integral
multiples of $1,000
o The currency in which the debt securities will be denominated or
principal, premium or interest will be payable, if other than
U.S. dollars
o Whether the debt securities are to be issued as individual
certificates to each holder or in the form of global
securities held by a depositary on behalf of holders
o Information describing any book-entry features
o Whether and under what circumstances we will pay additional
amounts on any debt securities held by a person who is not a
United States person for tax purposes and whether we can
redeem the debt securities if we have to pay additional
amounts
o The names and duties of any co-trustees, depositories,
authenticating agents, paying agents, transfer agents or
registrars for any series
o Any other terms
Payment and Transfer
We will issue debt securities only as registered securities,
which means that the name of the holder will be entered in a register
which will be kept by the Trustee or another agent of DLJ. Unless we
state otherwise in a prospectus supplement, we will make principal and
interest payments at the office of the paying agent or agents we name
in the prospectus supplement or by mailing a check to you at the
address we have for you in the register.
Unless we describe other procedures in a prospectus supplement,
you will be able to transfer registered debt securities at the office
of the transfer agent or agents we name in the prospectus supplement.
You may also exchange
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registered debt securities at the office of the transfer agent for an
equal aggregate principal amount of registered debt securities of the
same series having the same maturity date, interest rate and other
terms as long as the debt securities are issued in authorized
denominations.
Neither DLJ nor the Trustee will impose any service charge for any
transfer or exchange of a debt security, however, we may ask you to
pay any taxes or other governmental charges in connection with a
transfer or exchange of debt securities.
Book Entry System
We may issue debt securities under a book-entry system in the
form of one or more global securities. We will register the global
securities in the name of a depositary or its nominee and deposit the
global securities with that depositary. Unless we state otherwise in
the prospectus supplement, The Depository Trust Company, New York, New
York will be the depositary if we use a depositary.
DTC has advised us as follows:
o DTC is
o a limited purpose trust company organized under the laws
of the State of New York
o a "banking organization" within the meaning of the New
York banking law o a member of the Federal Reserve System
o a "clearing corporation" within the meaning of the New
York Uniform Commercial Code
o a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act.
o DTC 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 its participants, eliminating
the need for physical movements of securities certificates
o DTC's participants include securities brokers and dealers,
banks, trust companies, clearing corporations and others,
some of whom own DTC.
o Access to DTC's book-entry system is also available to
others that clear through or maintain a custodial
relationship with a participant, either directly or
indirectly.
Following the issuance of a global security in registered form,
the depositary will credit the accounts of its participants with the
debt securities upon our instructions. Only persons who hold directly
or indirectly through financial institutions that are participants in
the depositary can hold beneficial interests in the global securities.
Since the laws of some jurisdictions require certain types of
purchasers to take physical delivery of such securities in definitive
form, you may encounter difficulties in your ability to own, transfer
or pledge beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner
of a global security, DLJ and the trustee will treat the depositary as
the sole owner or holder of the debt securities for purposes of the
applicable indenture. Therefore, except as set forth below, you will
not be entitled to have debt securities registered in your name or to
receive physical delivery of certificates representing the debt
securities. Accordingly, you will have to rely on the procedures of
the depositary and the participant in the depositary through whom you
hold your beneficial interest in order to exercise any
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rights of a holder under the indenture. DLJ understands that under
existing practices, the depositary would act upon the instructions of
a participant or authorize that participant to take any action that a
holder is entitled to take.
DLJ will make all payments of principal, premium and interest on
the debt securities to the depositary. DLJ expects that the depositary
will then credit participants' accounts proportionately with these
payments on the payment date and that the participants will in turn
credit their customers in accordance with their customary practices.
Neither DLJ nor the trustee will be responsible for making any
payments to participants or customers of participants or for
maintaining any records relating to the holdings of participants and
their customers and you will have to rely on the procedures of the
depositary and its participants.
Global securities are generally not transferrable. DLJ will issue
physical certificates to beneficial owners of a global security if:
o The depositary notifies DLJ that it is unwilling or unable
to continue as depositary and DLJ does not appoint a
successor within 90 days
o The depositary ceases to be a clearing agency registered
under the Exchange Act and DLJ does not appoint a successor
within 90 days
o DLJ decides in its sole discretion that it does not want to
have the debt securities of that series represented by
global securities.
Subordination
The subordinated indenture provides that DLJ cannot:
o make any payments of principal, premium or interest on the
subordinated debt securities
o acquire any subordinated debt securities or
o defease any subordinated debt securities
if
o any Designated Senior Indebtedness or other Senior Indebtedness
in an aggregate principal amount of more than $10.0 million has
become due either on maturity or as a result of acceleration or
otherwise and the principal, premium and interest on that
Designated Senior Indebtedness or other Senior Indebtedness has
not yet been paid in full by DLJ or
o DLJ has defaulted in the payment of any principal, premium
or interest on any Designated Senior Indebtedness or other
Senior Indebtedness in an aggregate principal amount of more
than $10.0 million at the time the payment was due, unless
and until the payment default is cured by DLJ or waived by
the holders of the Designated Senior Indebtedness or other
Senior Indebtedness.
In addition, if there is a default on any Senior Indebtedness
other than a default by DLJ in the payment of principal, premium or
interest and that default would allow the holders of the Senior
Indebtedness to accelerate the Senior Indebtedness so that it would
become immediately due and payable at that time or in the future, then
we may not be allowed to make any payments of principal, premium or
interest on the subordinated debt securities. This will happen
automatically if the default on the Senior Indebtedness is due to the
acceleration of any of the subordinated debt securities issued under
the subordinated indenture, otherwise in order for this to happen
11
<PAGE>
o the holders of a majority in principal amount of the
Designated Senior Indebtedness have to notify us or the
trustee for the subordinated debt securities that the
default has occurred or
o the holders of a majority in principal amount of all the
Senior Indebtedness (if there is no Designated Senior
Indebtedness outstanding) have to so notify us or the
trustee
However, if the Senior Indebtedness is not accelerated within 180
days after notice was given, then we will have to pay the holders of
the subordinated debt securities all of the money that they would have
been paid during the 180 day payment blockage period and resume making
regular payments on the subordinated debt securities. Only one payment
blockage period can commence in any 360 day period, even if we or the
trustee receive more than one notice. A default that existed upon the
commencement of one payment blockage period cannot be the reason for
starting a second payment blockage period unless we cured (or the
holders of the Senior Indebtedness waived) the original default for a
period of at least 90 days.
If we make any payment to the trustee or the holders of the
subordinated debt securities when we weren't supposed to make the
payment because of a payment blockage period, then the trustee or the
holders will have to repay that money to the holders of the Senior
Indebtedness.
If DLJ is liquidated, the holders of the Senior Indebtedness will
be entitled to receive payment in full for principal, premium and
interest on the Senior Indebtedness before the holders of subordinated
debt securities receive any assets of DLJ. As a result, holders of
subordinated debt securities may receive a smaller proportion of DLJ's
assets in bankruptcy or liquidation than holders of Senior
Indebtedness.
Even if the subordination provisions prevent DLJ from making any
payment when due on the subordinated debt securities, DLJ will be in
default on its obligations under the subordinated indenture if it does
not make the payment when due. This means that the trustee and the
holders of subordinated debt securities can take action against DLJ,
but they won't receive any money until the claims of the Senior
Indebtedness have been fully satisfied.
The subordinated indenture allows the holders of Senior
Indebtedness to obtain specific performance of the subordination
provisions from DLJ or any holder of subordinated debt securities.
When we use the term "Designated Senior Indebtedness" we mean any
Senior Indebtedness which we specifically designated as "Designated
Senior Indebtedness" in the instrument or agreement under which that
Senior Indebtedness was issued and which has an outstanding balance
greater than $50 million.
When we use the term "Senior Indebtedness" we mean
o any money we have borrowed (other than money we owe to any of
our subsidiaries)
o any money borrowed by someone else where we have assumed or
guaranteed their obligations, directly or indirectly
o any letters of credit and acceptances made by banks on our
behalf
o indebtedness that we have incurred or assumed in connection with
the acquisition of any property
Negative Pledge
DLJ has agreed in the senior indenture for the benefit of the
holders of the senior debt securities that DLJ and any successor to
DLJ will not create, assume, incur or guarantee any indebtedness which
is secured by any pledge, lien or other encumbrance (except as
permitted below) on the voting stock of Donaldson, Lufkin & Jenrette
Securities Corporation (or any successor to all or substantially all
of its business) unless we secure the senior debt securities to
12
<PAGE>
the same extent as that indebtedness. Any subsidiary of ours in which
we have an interest, directly or indirectly, of more than 50% is also
prohibited from pledging any voting stock of DLJSC. However, the
senior indenture permits liens on the voting stock of DLJSC (or any
successor to all or substantially all of its business) without
securing the senior debt securities if the liens arise because of
o claims against DLJ for taxes or other governmental charges
that we are contesting in good faith or which are for less
than $2 million
o legal proceedings which we are contesting in good faith or which
involve claims against us for less than $2 million
o deposits to secure (or in place of any) surety, appeals or
customs bonds or
o any other reason if DLJ's Board of Directors determines that
the lien will not materially detract from or interfere with
the present value or control by DLJ of the voting stock
subject to the lien
Consolidation, Merger or Sale
We have agreed not to consolidate with or merge into any other
person or convey or transfer substantially all of our properties and
assets to any person, unless
o we are the continuing person or
o the successor is a corporation organized under the laws of
the United States or any U.S. jurisdiction and that
successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of
and any premium and interest on all the debt securities and
the performance of every covenant in the indenture that we
would otherwise have to perform.
In either case, we will also have to deliver a certificate to the
trustee stating that after giving effect to the merger there will not
be any defaults under the applicable indenture and an opinion of
counsel stating that the merger and the supplemental indenture comply
with these provisions and that the supplemental indenture is a legal,
valid and binding obligation of the successor corporation. (Section
5.01)
Modification of the Indenture
In general, our rights and obligations and the rights of the
holders under the indenture may be modified if the holders of a
majority in aggregate principal amount of the outstanding debt
securities of each series affected by the modification consent to it.
However, Section 9.2 of each indenture provides that, unless each
affected holder agrees, we cannot
o make any adverse change to any payment term of a debt
security such as
o extending the maturity date o extending the date on which
we have to pay interest or make a sinking fund payment
o reducing the interest rate
o reducing the amount of principal we have to repay
o changing the currency in which we have to make any payment
of principal, premium or interest
13
<PAGE>
o modifying any redemption or repurchase right to the
detriment of the holder
o modifying any right to convert or exchange the debt
securities for another security to the detriment of
the holder
o impairing any right of a holder to bring suit for payment
o reduce the percentage of the aggregate principal amount of
debt securities needed to make any amendment to the indenture
or to waive any covenant or default
o waive any payment default
o make any change to Section 9.2 of either indenture
However, if DLJ and the trustee agree, we can amend the indenture
without notifying any holders or seeking their
consent if the amendment does not materially and adversely affect any holder.
Events of Default
When we use the term "Event of Default" in the indenture, here
are some examples of what we mean.
Unless otherwise specified in a prospectus supplement, an Event of
Default with respect to a series of debt securities occurs if:
o we fail to pay the principal or any premium on any debt
security of that series when due
o we fail to pay interest when due on any debt security of that
series for 30 days
o we fail to perform any other covenant in the indenture and
this failure continues for 60 days after we receive written
notice of it from the Trustee or from the holders of 25% in
principal amount of the outstanding debt securities of such
series
o a creditor commences involuntary bankruptcy, insolvency or
similar proceedings against DLJ or Donaldson, Lufkin &
Jenrette Securities Corporation and we are unable to obtain
a stay or a dismissal of that proceeding within 60 days
o we or DLJSC voluntarily seek relief under bankruptcy,
insolvency or similar laws or a court enters an order for
relief against DLJ or DLJSC under these laws
o an event of default occurs under any of DLJ's indentures or
debt agreements under which we owe more than $25 million and
the amount that we owe is accelerated if that acceleration
is not rescinded within 10 days after we get notice from the
trustee or 25% in principal amount of the outstanding debt
securities under the indenture
o we default on any payment at maturity (after taking into
account any grace period) on any of our outstanding debt of
more than $25 million and that default continues for more
than 10 days after we get notice from the trustee or the
holders of 25% in principal amount of the outstanding debt
securities under the indenture.
The supplemental indenture or the form of security for a
particular series of debt securities may include additional Events of
Default or changes to the Events of Default described above. For any
additional or different Events of Default applicable to a particular
series of debt securities, see the prospectus supplement relating to
such series.
14
<PAGE>
The Trustee may withhold notice to the holders of debt securities
of any default (except in the payment of principal or interest) if it
considers such withholding of notice to be in the best interests of
the holders. By default we mean any event which is an Event of Default
described above or would be an Event of Default but for the giving of
notice or the passage of time. (Section 7.05)
If an Event of Default occurs and continues, the Trustee or the
holders of the aggregate principal amount of the debt securities
specified below may require us to repay immediately (or "accelerate"):
o the entire principal of the debt securities of such series or
o if the debt securities are original issue discount securities,
such portion of the principal as may be described in the
applicable prospectus supplement. (Section 6.01)
If the Event of Default occurs because we defaulted in a payment
of principal or interest on the debt securities, then the Trustee or
the holders of at least 25% of the aggregate principal amount of debt
securities of that series can accelerate that series of debt
securities. If the Event of Default occurs because we failed to
perform any other covenant in the Indenture or any covenant that we
agreed to for the benefit of one or more series of debt securities,
then the Trustee or the holders of at least 25% of the aggregate
principal amount of debt securities of all series affected, voting as
one class, can accelerate all of the affected series of debt
securities. If the Event of Default occurs because we become involved
in bankruptcy proceedings then all of the debt securities under the
indenture will be accelerated automatically. If the Event of Default
occurs because we defaulted on some of our other indebtedness or
because that indebtedness becomes accelerated as described above, then
the Trustee or the holders of at least 25% of the aggregate principal
amount of the debt securities outstanding under the indenture, voting
as one class, can accelerate all of the debt securities outstanding
under the indenture. Therefore, except in the case of a default by us
on a payment of principal or interest on the debt securities of your
series or a default due to our bankruptcy or insolvency, it is
possible that you may not be able to accelerate the debt securities of
your series because of the failure of holders of other series to take
action.
The holders of a majority of the aggregate principal amount of
the debt securities of all affected series, voting as one class, can
rescind this accelerated payment requirement or waive any past default
or Event of Default or allow us to not comply with any provision of
the indenture. However, they cannot waive a default in payment of
principal of, premium, if any, or interest on, any of the debt
securities. (Section 6.4)
Other than its duties in case of a default, the Trustee is not
obligated to exercise any of its rights or powers under the indenture
at the request, order or direction of any holders, unless the holders
offer the Trustee reasonable indemnity. (Section 7.2) If they provide
this reasonable indemnity, the holders of a majority in principal
amount of all affected series of debt securities, voting as one class,
may direct the time, method and place of conducting any proceeding or
any remedy available to the Trustee, or exercising any power conferred
upon the Trustee, for any series of debt securities. (Section 6.5)
We are not required to provide the Trustee with any certificate or
other document saying that we are in compliance with the indenture or
that there are no defaults.
Defeasance
When we use the term defeasance, we mean discharge from some or
all of our obligations under the indenture. If we deposit with the
Trustee sufficient cash or U.S. government securities to pay the
principal, interest, any premium and any other sums due to the stated
maturity date or a redemption date of the debt securities of a
particular series, then at our option:
o we will be discharged from our obligations with respect to the
debt securities of such series or
15
<PAGE>
o we will no longer be under any obligation to comply with the
restrictive covenants contained in the indenture, and the
Events of Default relating to failures to comply with
covenants will no longer apply to us.
If this happens, the holders of the debt securities of the
affected series will not be entitled to the benefits of the indenture
except for registration of transfer and exchange of debt securities
and replacement of lost, stolen or mutilated debt securities. Instead
the holders will only be able to rely on the deposited funds or
obligations for payment.
We must deliver to the Trustee an opinion of counsel to the
effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for
Federal income tax purposes. We must also deliver a ruling to such
effect received from or published by the United States Internal
Revenue Service if we are discharged from our obligations with respect
to the debt securities.
Concerning the Trustee
The Chase Manhattan Bank has loaned money to us and provided other
services to us in the past and may do so in the future as a part of
its regular business.
Governing Law
The laws of the State of New York will govern the indentures and
the debt securities.
ERISA
DLJ and certain of its subsidiaries, controlling shareholders and
other affiliates may each be considered a "party in interest" within
the meaning of the Employee Retirement Income Security Act of 1974, as
amended, or a "disqualified person" within the meaning of the Code with
respect to many employee benefit plans. Prohibited transactions within the
meaning of ERISA or the Code may arise, for example, if these securities
are acquired by or with the assets of a pension or other employee benefit
plan with respect to which one of these entities is a service provider,
unless the securities are acquired pursuant to an exemption from the
prohibited transaction rules.
The acquisition of the securities may be eligible for one of the
exemptions noted below if the acquisition:
o is made solely with the assets of a bank collective investment
fund and satisfies the requirements and conditions of Prohibited
Transaction Class Exemption (PTCE) 91-38 issued by the
Department of Labor
o is made solely with assets of an insurance company pooled
separate account and satisfies the requirements and conditions
of PTCE 90-1 issued by the DOL
o is made solely with assets managed by a qualified
professional asset manager and satisfies the requirements
and conditions of PTCE 84-14 issued by the DOL
o is made solely with assets of a governmental plan (as
defined in Section 3(32) of ERISA) which is not subject to
the provisions of Section 401 of the Code
o is made solely with assets of an insurance company general
account and satisfies the requirements and conditions of PTCE
95-60 issued by the DOL or
o is made solely with assets managed by an in-house asset
manager and satisfies the requirements and conditions of
PTCE 96-23 issued by the DOL.
16
<PAGE>
Under ERISA, the assets of a pension or other employee benefit
plan may include assets held in the general account of an insurance
company which has issued an insurance policy to that plan or assets of
an entity in which the plan has invested. Thus, any insurance company,
pension or employee benefit plan or entity holding assets of such a
plan proposing to invest in the securities should consult with its
legal counsel prior to such investment.
PLAN OF DISTRIBUTION
We may sell our securities through agents, underwriters, dealers
or directly to purchasers.
Agents who we designate may solicit offers to purchase our
securities.
o We will name any agent involved in offering or selling our
securities, and any commissions that we will pay to the
agent, in our Prospectus Supplement.
o Unless we indicate otherwise in our Prospectus Supplement,
our agents will act on a best efforts basis for the period
of their appointment.
o Our agents may be deemed to be underwriters under the
Securities Act of any of our securities that they offer or
sell.
We may use an underwriter or underwriters in the offer or sale of
our securities.
o If we use an underwriter or underwriters, we will execute an
underwriting agreement with the underwriter or underwriters
at the time that we reach an agreement for the sale of our
securities.
o We will include the names of the specific managing
underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including
the compensation the underwriters and dealers will receive,
in our Prospectus Supplement.
o The underwriters will use our Prospectus Supplement to sell our
securities.
We may use a dealer to sell our securities.
o If we use a dealer, we, as principal, will sell our securities
to the dealer.
o The dealer will then sell our securities to the public at
varying prices that the dealer will determine at the time it
sells our securities.
o We will include the name of the dealer and the terms of our
transactions with the dealer in our Prospectus Supplement.
If DLJSC, one of our subsidiaries, participates in the
distribution of our securities, we will conduct the offering in
accordance with Section 2720 of the NASD Conduct Rules.
We may solicit directly offers to purchase our securities, and we
may directly sell our securities to institutional or other investors.
We will describe the terms of our direct sales in our Prospectus
Supplement.
17
<PAGE>
We may indemnify agents, underwriters, and dealers against
certain liabilities, including liabilities under the 1933 Act. Our
agents, underwriters, and dealers, or their affiliates, may be
customers of, engage in transactions with or perform services for us,
in the ordinary course of business.
We may authorize our agents and underwriters to solicit offers by
certain institutions to purchase our securities at the public offering
price under delayed delivery contracts.
o If we use delayed delivery contracts, we will disclose that
we are using them in the Prospectus Supplement and will tell
you when we will demand payment and delivery of the
securities under the delayed delivery contracts.
o These delayed delivery contracts will be subject only to the
conditions that we set forth in the Prospectus Supplement.
o We will indicate in our Prospectus Supplement, the
commission that underwriters and agents soliciting purchases
of our securities under delayed contracts will be entitled
to receive.
DLJSC may use this prospectus and our Prospectus Supplement in
connection with offers and sales of our securities in connection with
market-making transactions by and through DLJSC, at prices that relate
to the prevailing market prices of our securities at the time of the
sale or otherwise. DLJSC may act as principal or agent in these
transactions.
LEGAL MATTERS
Michael A. Boyd, our Senior Vice President and General Counsel,
and Davis Polk & Wardwell will pass upon the validity of our
securities and certain other legal matters in connection with our
offering of our securities, unless we indicate otherwise in our
Prospectus Supplement.
o Mr. Boyd owns 40,065 shares of common stock, 4,267
restricted stock units and options to purchase 79,544 shares
of common stock.
o Davis Polk & Wardwell provides legal services to us and our
subsidiaries from time to time.
EXPERTS
We incorporate by reference into this prospectus and our
registration statement our consolidated financial statements and
financial statement schedule as of December 31, 1997 and 1996 and for
each of the years in the three-year period ended December 31, 1997. We
have relied on the report of KPMG LLP, independent certified public
accountants, also incorporated by reference into this prospectus and
our registration statement, and upon their authority as experts in
accounting and auditing.
18
<PAGE>
We will amend and complete the information in this prospectus. We may
not sell any of these securities or accept your offer to buy any of
them until the documentation filed with the SEC relating to these
securities has been declared "effective" by the SEC. This prospectus
is not an offer to sell these securities or our solicitation of your
offer to buy these securities in any State or other jurisdiction where
that would not be permitted or legal.
ALTERNATE TO DEBT SECURITIES AND PREFERRED STOCK PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 5, 1999
PROSPECTUS
, 1999
$ 2,000,000,000
Donaldson, Lufkin & Jenrette, Inc.
Debt Securities and Preferred Stock
-----------------------
We will provide specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any supplement
carefully before you invest.
Unless we state otherwise in a prospectus supplement, we will not
list any of these securities on any securities exchange.
-----------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We prepared this prospectus for use by Donaldson, Lufkin &
Jenrette Securities Corporation in connection with offers and sales of
our securities which DLJSC may make from time to time in market-making
transactions at negotiated prices relating to prevailing market prices
at the time of sale. DLJSC has advised us that it currently intends to
make a market in our securities; however, it is not obligated to do
so. It may discontinue such market making at any time, and we give no
assurance as to the liquidity of, or trading market for, our
securities. DLJSC may act as principal or agent in such transactions,
as discussed below in "Plan of Distribution." We will not use this
prospectus to confirm sales of any securities unless it is attached to
a prospectus supplement.
<PAGE>
ALTERNATE TO DEBT SECURITIES AND PREFERRED STOCK PROSPECTUS
USE OF PROCEEDS
We will not receive any proceeds from the sale of our securities
in any market-making transaction in which this prospectus may be
delivered.
20
<PAGE>
ALTERNATE TO DEBT SECURITIES AND PREFERRED STOCK PROSPECTUS
PLAN OF DISTRIBUTION
We prepared this prospectus for use by DLJSC in connection with
offers and sales of our 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 us that it currently intends to make a market in our
securities, but it is not obligated to do so and may discontinue any
such market-making at any time without notice. Accordingly, we can
give no assurance as to the liquidity of, or the trading market for,
any of our securities.
21
<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:
Securities and Exchange Commission registration fee................$ 556,000
Blue Sky fees and expenses......................................... 15,000
Printing expense................................................... 100,000
Accounting fees and expenses....................................... 25,000
Legal fees and expenses............................................ 70,000
Trustee's fees and expenses........................................ 15,000
National Association of Securities Dealers Inc. filing fee......... 30,500
Miscellaneous...................................................... 65,000
-----------
Total.........................................................$ 876,500
===========
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-1
<PAGE>
(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
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 in 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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, New York, on the fifth day of March, 1999.
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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joe L. Roby
- --------------------- President, Chief Executive Officer
Joe L. Roby and Director March 5, 1999
- --------------------- Chairman of the Board and
John S. Chalsty Director March _, 1999
/s/ Anthony F. Daddino
- --------------------- Executive Vice President, Chief
Anthony F. Daddino Financial Officer and Director March 5, 1999
/s/ Hamilton E. James
- ---------------------
Hamilton E. James Managing Director and Director March 5, 1999
/s/ Richard S. Pechter
- ---------------------
Richard S. Pechter Managing Director and Director March 5, 1999
/s/ Theodore P. Shen
- ---------------------
Theodore P. Shen Director March 5, 1999
/s/ Michael M. Bendik
- --------------------- Senior Vice President and Chief
Michael M. Bendik Accounting Officer March 5, 1999
II-3
<PAGE>
/s/ Henri de Castries
- ---------------------
Henri de Castries Director March 5, 1999
- ---------------------
Denis Duverne Director March _, 1999
/s/ Louis Harris
- ---------------------
Louis Harris Director March 5, 1999
/s/ Michael Hegarty
- ---------------------
Michael Hegarty Director March 5, 1999
/s/ Henri G. Hottinguer
- ---------------------
Henri G. Hottinguer Director March 5, 1999
/s/ W. Edwin Jarmain
- ---------------------
W. Edwin Jarmain Director March 5, 1999
/s/ Francis Jungers
- ---------------------
Francis Jungers Director March 5, 1999
/s/ Edward D. Miller
- ---------------------
Edward D. Miller Director March 5, 1999
/s/ W.J. Sanders, III
- ---------------------
W.J. Sanders, III Director March 5, 1999
/s/ Stanley B. Tulin
- ---------------------
Stanley B. Tulin Director March 5, 1999
/s/ John C. West
- --------------------- Director March 5, 1999
John C. West
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- ------------
1.1 Form of Underwriting Agreement relating to the Debt Securities*.....
1.2 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*...............................
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 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 the Chase Manhattan Bank, as Trustee, under the
Indentures......................................................
- --------------------
* Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc.'s Registration Statement on Form S-3
(Registration No. 333-40925).
** 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.
*** Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette's Registration Statement on Form S-3 (Registration
No. 333-53499)
E-1
<PAGE>
Exhibit 5.1
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
March 5, 1999
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 $2,000,000,000 aggregate
principal amount of senior debt securities (the "Senior Debt Securities"),
subordinated debt securities (the "Subordinated Debt Securities") and preferred
stock, par value $0.01 per share (the "Preferred Stock") of the Company. The
Senior Debt Securities, Subordinated Debt Securities and Preferred Stock are
herein collectively referred to as the "Securities." The Senior Debt Securities
are to be issued pursuant to an Indenture (the "Senior Indenture") dated June 8,
1998 between the Company and The 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.
On the basis of the foregoing, we are of the opinion that:
1. When the Subordinated Indenture 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.
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 Board of Directors shall have duly
authorized the execution and delivery of the Subordinated Indenture and any
supplemental indenture and such authorization shall not have been modified or
rescinded; (iii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded; and (iv)
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
<TABLE>
Exhibit 12.1
DONALDSON, LUFKIN & JENRETTE, INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio)
For the Years Ended
---------------------------------------------------------------
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Earnings:
Income before provision for
income taxes $ 205,000 $ 298,500 $ 473,800 $ 661,100 $ 600,500
Add: Fixed Charges
Interest expense (gross) 2,116,655 2,699,769 2,865,800 4,012,209 4,501,242
Interest factor in rents 18,565 22,064 25,515 29,978 38,517
---------- ---------- ---------- ---------- ----------
Total fixed charges 2,135,220 2,721,833 2,891,315 4,042,187 4,539,759
Earnings before fixed charges,
and provision for income taxes $2,340,220 $3,020,333 $3,365,115 $4,703,287 $5,140,259
========== ========== ========== ========== ==========
Ratio of earnings to fixed charges 1.10 1.11 1.16 1.16 1.13
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
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)
For the Years Ended
--------------------------------------------------------------
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Earnings:
Income before provision for
income taxes $ 205,000 $ 298,500 $ 473,800 $ 661,100 $ 600,500
Add: Fixed Charges
Interest (gross) 2,116,655 2,699,769 2,865,800 4,012,209 4,501,242
Interest factor in rents 18,565 22,064 25,515 29,978 38,517
---------- ---------- ---------- ---------- ----------
Total fixed charges 2,135,220 2,721,833 2,891,315 4,042,187 4,539,759
Add: Preferred dividends 20,970 19,868 18,653 12,144 21,310
Combined fixed charges and preferred
dividends 2,156,190 2,741,701 2,909,968 4,054,331 4,561,069
Earnings before fixed charges,preferred
dividends and provision for income taxes $2,340,220 $3,020,333 $3,365,115 $4,703,287 $5,140,259
========== ========== ========== ========== ==========
Ratio of earnings to fixed charges
and preferred dividends 1.09 1.10 1.16 1.16 1.13
========== ========== ========== ========== ==========
</TABLE>
Consent of Independent Certified Public Accountants
The Board of Directors and Shareholders
Donaldson, Lufkin & Jenrette Inc.:
We consent to incorporation by reference in the registration statement on Form
S-3 dated March 5, 1999 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.
KPMG LLP
New York, New York
March 5, 1999
-------------------------------------------------------------------
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 10172
(Address of principal executive offices) (Zip Code)
--------------------------------------------
Debt Securities
(Title of the indenture securities)
--------------------------------------------
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.
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 2nd day of March, 1999.
THE CHASE MANHATTAN BANK
By /s/ Jennifer F. Smith
----------------------
Jennifer F. Smith, Trust Officer
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 September 30, 1998,
in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................................ $ 11,951
Interest-bearing balances .................................... 4,551
Securities:
Held to maturity securities ....................................... 1,740
Available for sale securities ..................................... 48,537
Federal funds sold and securities purchased under
agreements to resell ......................................... 29,730
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,379
Less: Allowance for loan and lease losses 2,719
Less: Allocated transfer risk reserve 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 124,660
Trading Assets .................................................... 51,549
Premises and fixed assets (including capitalized
leases) ...................................................... 3,009
Other real estate owned ........................................... 272
Investments in unconsolidated subsidiaries and
associated companies ......................................... 300
Customers' liability to this bank on acceptances
outstanding .................................................. 1,329
Intangible assets ................................................. 1,429
Other assets ...................................................... 13,563
--------
TOTAL ASSETS ...................................................... $292,620
========
LIABILITIES
Deposits
In domestic offices .......................................... $98,760
Noninterest-bearing ......................$ 39,071
Interest-bearing ......................... 59,689
--------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ....................................... 75,403
Noninterest-bearing ...........................$ 3,877
Interest-bearing ......................... 71,526
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................... 34,471
Demand notes issued to the U.S. Treasury .......................... 1,000
Trading liabilities ............................................... 41,589
Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
With a remaining maturity of one year or less ................ 3,781
With a remaining maturity of
more than one year ................................................
through three years ................................... 213
With a remaining maturity of more than three years ......... 104
Bank's liability on acceptances executed and outstanding .......... 1,329
Subordinated notes and debentures ................................. 5,408
Other liabilities ................................................. 12,041
TOTAL LIABILITIES ................................................. 274,099
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ...................................................... 1,211
Surplus (exclude all surplus related to preferred stock).......... 10,441
Undivided profits and capital reserves ............................ 6,287
Net unrealized holding gains (losses)
on available-for-sale securities .................................. 566
Cumulative foreign currency translation adjustments .............. 16
TOTAL EQUITY CAPITAL .............................................. 18,521
--------
TOTAL LIABILITIES AND EQUITY CAPITAL .............................. $292,620
========
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. )
