SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
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DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Subject Company (Issuer))
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DIAMOND ACQUISITION CORP.
CREDIT SUISSE GROUP
(Names of Filing Persons (Offerors))
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Common Stock of the Series Designated
Donaldson, Lufkin & Jenrette, Inc.-DLJ Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
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257661108
(CUSIP Number of Class of Securities)
David Frick, Esq. Joseph T. McLaughlin, Esq.
Credit Suisse Group Credit Suisse First Boston, Inc.
Paradeplatz 8, P.O. Box 1 11 Madison Avenue
CH-8070 Zurich, Switzerland New York, New York 10010
41-1-212-1616 (212) 325-2000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on Behalf of filing persons)
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Copy to:
David W. Heleniak, Esq.
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
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$13,436,952,750 $2,687,390.55
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* Estimated for purposes of calculating the amount of the filing fee
only. Calculated by multiplying $90.00, the per share tender offer
price, by 149,299,475, the sum of the 128,059,564 currently outstanding
shares of Common Stock sought in the Offer and the 21,239,911 shares of
Common Stock subject to options that will be vested as of August 31,
2000.
** Calculated as 1/50 of 1% of the transaction value.
<PAGE>
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $2,687,390.55 Filing Party: Credit Suisse Group
Diamond Acquisition
Corporation
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Form or Registration No.: Schedule TO Date Filed: September 8, 2000
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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. Check the appropriate boxes to
designate any transactions to which the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13c-4
|_| going-private transaction subject to Rule13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |X|
This Amendment No. 4 (the " Final Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on September 8, 2000, as amended on September 19,
2000, October 6, 2000 and October 10, 2000 (the "Schedule TO"), by Diamond
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of Credit Suisse Group, a corporation organized under the laws
of Switzerland ("CSG"). The Schedule TO relates to the offer by Purchaser to
purchase all outstanding shares of common stock of the series designated
Donaldson, Lufkin & Jenrette, Inc.-DLJ Common Stock, par value $.10 per share
(the "Shares"), of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation
(the "Company"), at a purchase price of $90.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 8, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer"). Copies
of the Offer to Purchase and the related Letter of Transmittal are filed with
the Schedule TO as Exhibits (a) (1) and (a) (2), respectively. Pursuant to
General Instruction H to Schedule TO, this Final Amendment satisfies the
reporting requirements of section 13(d) of the Securities Exchange Act of 1934
with respect to all securities acquired by Purchaser in the tender offer.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Offer to Purchase or in the Schedule TO.
Item 8. Interest in Securities of the Subject Company
Item 8 of the Schedule TO is hereby amended and supplemented to include
the following information:
At 12:00 a.m., New York City time, on Thursday, November 2, 2000, the
Offer expired. Based on a preliminary count, approximately 55,848,363 Shares
were validly tendered and not withdrawn pursuant to the Offer, of which
3,299,044 were tendered pursuant to notices of guaranteed delivery. Such Shares
constituted approximately 100% of the outstanding Shares held by the public and,
together with the Shares held by the AXA Entities, 100% of the outstanding
Shares. On November 3, 2000, effective as of 12:01 a.m., all Shares validly
tendered and not withdrawn prior to the expiration of the Offer were accepted
for payment. On November 3, 2000, CSG completed the merger of the Purchaser with
the Company. A copy of a press release announcing the expiration of the Offer
and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)
(18). A copy of the press release announcing the completion Merger is attached
hereto as Exhibit (a)(19).
Item 12. Materials to Be Filed as Exhibits
(a) (17) Press Release issued by CSG on November 2, 2000.
(a) (18) Press Release issued by CSG on November 3, 2000.
(a) (19) Press Release issued by CSG on November 3, 2000.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 3, 2000 DIAMOND ACQUISITION CORP.
By /s/ Joseph T. McLaughlin
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Name: Joseph T. McLaughlin
Title: General Counsel and Secretary
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 3, 2000 CREDIT SUISSE GROUP
By /s/ Richard E. Thornburgh
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Name: Richard E. Thornburgh
Title: Attorney-in-Fact
By /s/ Joseph T. McLaughlin
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Name: Joseph T. McLaughlin
Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No.
(a) (1) Offer to Purchase dated September 8, 2000.*
(a) (2) Form of Letter of Transmittal.*
(a) (3) Form of Notice of Guaranteed Delivery.*
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a) (5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.*
(a) (6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (7) Summary Advertisement as published in The Wall Street Journal
on September 8, 2000.*
(a) (8) Joint Press Release issued by CSG and the Company on August 30,
2000 (incorporated by reference to exhibit 99.1 of the Schedule
TO-C filed by Credit Suisse Group on August 30, 2000).
(a) (9) Letter to Shareholders of Credit Suisse Group, dated August 31,
2000, from Lukas Muhlemann, Chief Executive Officer and
Chairman of the Board of Credit Suisse Group (incorporated by
reference to exhibit 99.2 of the Schedule TO-C filed by Credit
Suisse Group on August 31, 2000).
(a) (10) Presentation to analysts on August 31, 2000 (incorporated by
reference to exhibit 99.3 of the Schedule TO-C filed by Credit
Suisse Group on August 31, 2000).
(a) (11) Factsheets describing Donaldson, Lufkin & Jenrette, Inc.,
Credit Suisse First Boston, Inc. and Credit Suisse Group
(incorporated by reference to exhibit 99.4 of the Schedule TO-C
filed by Credit Suisse Group on August 31, 2000).
(a) (12) Speech delivered by Lukas Muhlemann, Chief Executive Officer
and Chairman of the Board of Credit Suisse Group, and Richard
E. Thornburgh, member of the Executive Board of Credit Suisse
Group and Vice-Chairman of the Executive Board of Credit Suisse
First Boston, to the shareholders of Credit Suisse Group at the
Extraordinary General Meeting of the Shareholders of Credit
Suisse Group held on September 29, 2000 (incorporated by
reference to exhibit 99.5 of the Schedule TO-C filed by Credit
Suisse Group on September 29, 2000).
(a) (13) Press Release issued by Credit Suisse Group on September 29,
2000 (incorporated by reference to exhibit 99.6 of the Schedule
TO-C filed by Credit Suisse Group on September 29, 2000).
(a) (14) Press Release issued by CSG on October 6, 2000.**
(a) (15) Press Release issued by Credit Suisse Asset Management on
October 6, 2000.**
(a) (16) Press Release issued by CSG on October 9, 2000.***
(a) (17) Press Release issued by CSG on November 2, 2000.
(a) (18) Press Release issued by CSG on November 3, 2000.
(a) (19) Press Release issued by CSG on November 3, 2000.
(b) (1) Terms and Conditions of the(pound)250,000,000 7% Subordinated
Guaranteed Bonds due 2020, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.**
(b) (2) Terms and Conditions of the Euro 500,000,000 6.625%
Subordinated Guaranteed Bonds due 2010, offered pursuant to the
Offering Circular of Credit Suisse Group Finance (U.S.) Inc.,
dated October 3, 2000.**
(b) (3) Terms and Conditions of the Euro 300,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered
pursuant to the Offering Circular of Credit Suisse Group
Finance (U.S.) Inc., dated October 3, 2000.**
(b) (4) Terms and Conditions of the Euro 1,250,000,000 5.75% Guaranteed
Notes due 2005, offered pursuant to the Offering Circular of
Credit Suisse Group Finance (U.S.) Inc., dated October 3,
2000.**
(b) (5) Terms and Conditions of the $750,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered,
pursuant to the Offering Circular of Credit Suisse Group
Finance (U.S.) Inc., dated October 3, 2000.**
* Incorporated by reference to the Schedule TO filed by
Credit Suisse Group and Diamond Acquisition Corp. on
September 8, 2000.
** Incorporated by reference to the Schedule TO/A filed by
Credit Suisse Group and Diamond Acquisition Corp. on
October 6, 2000.
***Incorporated by reference to the Schedule TO/A filed by
Credit Suisse Group and Diamond Acquisition Corp. on
October 10, 2000.
<PAGE>
(b) (6) Terms and Conditions of the $1,000,000,000 Floating Rate
Guaranteed Notes due 2003, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.**
(d) (1) Agreement and Plan of Merger, dated as of August 30, 2000,
among CSG, Purchaser and the Company.*
(d) (2) Stock Purchase Agreement, dated as of August 30, 2000, among
CSG, AXA, a corporation organized under the laws of France,
AXA Financial, Inc., a Delaware corporation, The Equitable Life
Assurance Society of the United States, a Delaware corporation,
and AXA Participations Belgium, a corporation organized under
the laws of Belgium.*
(d) (3) Employment Agreement, dated as of August 30, 2000, between
Credit Suisse First Boston Corp. and Joe L. Roby (incorporated
by reference to exhibit (e)(4) to the Schedule 14D-9 of the
Company filed on September 8, 2000).
(d) (4) Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corp. and Hamilton E. James (incorporated by reference
to exhibit (e)(5) to the Schedule 14D-9 of the Company filed on
September 8, 2000).
(d) (5) Merger Agreement Letter Amendment, dated October 5, 2000, among
CSG, Purchaser and the Company.***
(d) (6) Stock Purchase Agreement Letter Amendment, dated October 5,
2000, among GSG, AXA, a corporation organized under the laws of
France, AXA Financial, Inc., a Delaware corporation, The
Equitable Life Assurance Society of the United States, a
Delaware corporation, and AXA Participations Belgium, a
corporation organized under the laws of Belgium.***
