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Filed Pursuant to Rule 424(b)(2)
Registration File No.: 333-73405
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PROSPECTUS SUPPLEMENT
MARCH 18, 1999
(TO PROSPECTUS DATED MARCH 12, 1999)
DONALDSON, LUFKIN & JENRETTE, INC.
$650,000,000
5 7/8% SENIOR NOTES DUE 2002
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THE COMPANY:
o We are a leading integrated investment and merchant bank that
serves institutional,
corporate, governmental and individual clients.
o Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
(212) 892-3000
PROPOSED TRADING FORMAT:
o The Notes will be held in global form by
The Depository Trust Company.
o The Notes will not be listed on any securities exchange.
THE NOTES AND THE OFFERING:
o Maturity: April 1, 2002.
o Interest Payments: semi-annually on April 1 and October 1,
commencing on October 1, 1999.
o Use of Proceeds: general corporate purposes.
o Closing: March 23, 1999.
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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
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The Prospectus Supplement has been prepared for use by Donaldson, Lufkin &
Jenrette Securities Corporation in connection with offers and sales of the
Notes which may be made by it from time to time in market-making transactions
at negotiated prices relating to prevailing market prices at the time of sale.
We have been advised by DLJSC that it currently intends to make a market in the
Notes; however, it is not obligated to do so. Any such market-making may be
discontinued at any time, and there is no assurance as to the liquidity of, or
trading market for, the Notes. DLJSC may act as principal or agent in such
transactions. See "Plan of Distribution" herein.
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TABLE OF CONTENTS
<TABLE>
PROSPECTUS SUPPLEMENT
<S> <C>
Recent Developments ..................................................... S-3
Use of Proceeds ......................................................... S-3
Description of Notes .................................................... S-4
Plan of Distribution .................................................... S-6
PROSPECTUS
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. ...................................... 5
Description of Preferred Stock .......................................... 6
Description of Debt Securities .......................................... 9
ERISA ................................................................... 16
Plan of Distribution .................................................... 16
Legal Matters ........................................................... 16
Experts ................................................................. 17
</TABLE>
S-2
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RECENT DEVELOPMENTS
On March 17, 1999 we filed a registration statement with the Securities
and Exchange Commission relating to a proposed initial public offering of a new
class of common stock that will track the performance of DLJdirect, our online
brokerage business.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Notes in any
market-making transaction with respect to which this Prospectus Supplement may
be delivered.
S-3
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DESCRIPTION OF NOTES
You should read the following description of the terms of the Notes
together with the more general description of Senior Debt Securities in the
accompanying Prospectus. Capitalized terms that we have not defined in this
Prospectus Supplement have the meanings given to such terms in the accompanying
Prospectus. See "Description of Debt Securities" in the Prospectus.
The Notes................... $650,000,000 aggregate principal amount of
5 7/8% Senior Notes due 2002.
Maturity Date............... The Notes will mature on April 1, 2002. If the
maturity date is not a business day, we will pay
principal and interest on the Notes that are due
on the maturity date on the next succeeding
business day and we will not pay any additional
interest as a result of the delay in payment. By
business day we mean any day that is not a
Saturday, Sunday or a day on which banking
institutions are generally authorized or
obligated by law, regulation or executive order
to close in The City of New York.
Specified Currency.......... We will make all payments of principal and
interest in U.S. dollars in immediately available
funds.
Issue Price................. 99.685% of the principal amount of the Notes.
Original Issue Date
(Settlement Date).......... March 23, 1999.
Book-Entry or
Certificated Note........... We will issue the Notes only in fully registered
form and the Notes will be represented by one or
more global notes registered in the name of a
nominee of The Depository Trust Company, as
Depositary. Beneficial interests in global notes
will be shown on, and transfers of Notes will be
effected through, the records maintained by the
Depositary (with respect to participants'
interests) and its participants. Except as
described in the accompanying Prospectus, we will
not issue Notes in definitive form. See
"Description of Debt Securities--Book Entry
System" in the accompanying Prospectus.
Minimum Denomination........ The Notes will be issued in minimum denominations
of $1,000 and integral multiples of $1,000 in
excess thereof.
Interest Rate............... The Notes bear a fixed interest rate of 5 7/8%
per annum. Interest will be computed and paid on
the basis of a 360-day year of twelve 30-day
months.
Interest Payment Dates...... Interest on the Notes will accrue from March
23, 1999 and is payable on April 1 and October 1
of each year, commencing on October 1, 1999, to
holders of record at the close of business on the
preceding March 15 or September 15 (whether or
not a business day). If any interest payment date
is not a business day, payment of interest
otherwise payable on the Notes will be made on
the next succeeding business day and we will not
pay any additional interest as a result of the
delay in payment.
S-4
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Redemption by DLJ........... We cannot redeem the Notes prior to maturity.
Sinking Fund................ The Notes are not entitled to any sinking fund.
Ranking..................... The Notes will be our direct, unsecured and
unsubordinated obligations. Except as described
under "Description of Debt Securities--Negative
Pledge" in the Prospectus, the Indenture does not
limit other indebtedness or securities which we
may incur or contain financial or similar
restrictions.
Trustee and Paying Agent.... The Chase Manhattan Bank, 450 West 33rd Street,
New York, New York 10001.
Listing..................... The Notes will not be listed on any securities
exchange.
S-5
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PLAN OF DISTRIBUTION
This Prospectus Supplement has been prepared for use by DLJSC in
connection with offers and sales of the Notes 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 the Notes, but it is not
obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of
or the trading market for, the Notes.
DLJSC served as an underwriter in the offering of the Notes and received
underwriting compensation in connection therewith.
S-6
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PROSPECTUS
MARCH 12, 1999
DONALDSON, LUFKIN & JENRETTE, INC.
DEBT SECURITIES AND PREFERRED STOCK
$2,000,000,000
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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.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
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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.
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
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<S> <C>
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. .................................. 5
Description of Preferred Stock ...................................... 6
Description of Debt Securities ...................................... 9
ERISA ............................................................... 16
Plan of Distribution ................................................ 16
Legal Matters ....................................................... 16
Experts ............................................................. 17
</TABLE>
2
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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.
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.
3
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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.
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.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
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1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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.
4
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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.
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.
5
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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)
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.
6
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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.
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
7
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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.
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."
8
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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.
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
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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
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.
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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 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.
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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
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
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Donaldson, Lufkin & Jenrette Securities Corporation (or any successor to all or
substantially all of its business) unless we secure the senior debt securities
to 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
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
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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.
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
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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
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.
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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.
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 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.
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.
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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.
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===============================================================================
MARCH 18, 1999
DONALDSON, LUFKIN & JENRETTE, INC.
$650,000,000
5 7/8% SENIOR NOTES DUE 2002
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PROSPECTUS SUPPLEMENT
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We have not authorized any dealer, salesperson or other person to give you any
written information other than this prospectus or to make any oral
representations as to matters that are not stated in this prospectus. You must
not rely on unauthorized information. This prospectus is not an offer to sell
or a solicitation of your offer to buy the securities in any jurisdiction in
which that is not authorized, or in which the person making the offer or
solicitation is not permitted to do so, or to any person to whom such offer or
solicitation would be unlawful. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create any
implication that the information contained herein or the affairs of the company
have not changed since the date hereof.
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