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. 3)
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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. |_|
This Amendment No. 3 (the "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 and October 6, 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"). 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 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented to include
the following information:
1. On October 6, 2000, CSG, Purchaser and the Company executed a Letter
Amendment (the "Merger Agreement Letter Amendment") in respect of the Merger
Agreement pursuant to which:
(a) CSG and Purchaser may extend the expiration date of the
Offer scheduled under Section 2.01 of the Merger Agreement to 12:00 midnight,
New York City time, on November 2, 2000, and CSG and Purchaser agreed that
Purchaser will accept for payment Shares tendered pursuant to the Offer on the
later of (i) November 3, 2000 and (ii) satisfaction of each of the conditions of
the Offer; and
(b) Sections (ii)(a) and (ii)(b) of Annex A to the Merger
Agreement would be amended and restated as follows:
(i) "(a) any Material Adverse Effect on the Company shall have
occurred as of 5:00 p.m., New York City time, on October 6, 2000;" and
(ii) "(b) any representation or warranty of the Company in the
Agreement shall not be true and correct as of 5:00 p.m., New York City time, on
October 6, 2000 except where the failure of such representation or warranty to
be true and correct (without giving effect to any limitation as to "materiality"
or "Material Adverse Effect" set forth herein) would not have a Material Adverse
Effect on the Company;".
(c) Promptly after 5:00 p.m., New York City time, on October
6, 2000, the Company agreed to deliver to CSG and Purchaser a certificate of the
Chief Executive Officer and the Chief Financial Officer of the Company
certifying that:
(i) no Material Adverse Effect (as defined in the Merger
Agreement) on the Company had occurred as of 5:00 p.m., New York City time, on
October 6, 2000;
<PAGE>
(ii) the representations and warranties of the Company in the
Merger Agreement were true and correct as of 5:00 p.m., New York City time, on
October 6, 2000 except where the failure of any such representation or warranty
to be true and correct (without giving effect to any limitation as to
"materiality" or "Material Adverse Effect" set forth herein) would not have a
Material Adverse Effect on the Company; and
(iii) the Company had performed, in all material respects, all
material obligations and complied, in all material respects, with all material
agreements and covenants of the Company to be performed or complied with by it
under the Merger Agreement on or prior to 5:00 p.m., New York City time, on
October 6, 2000.
(d) CSG and Purchaser agreed that, following the commencement
of the transfers contemplated by the following paragraph 1(e), the amendments to
Sections (ii)(a) and (ii)(b) of Annex A to the Merger Agreement described herein
would become effective, and following such time and the receipt of the foregoing
certificate, for all purposes under the Merger Agreement (including, without
limitation, Section 9.01(c) of the Merger Agreement) the conditions set forth in
Sections (ii)(a) and (ii)(b) of Annex A to the Merger Agreement would be deemed
satisfied, and the condition set forth in Section (ii)(c) of Annex A to the
Merger Agreement would be deemed satisfied with respect to the period on or
prior to 5:00 p.m., New York City time, on October 6, 2000.
(e) Subject to the parties not receiving a formal request for
additional information or documents under the HSR Act prior to 5:00 p.m., New
York City time, on October 6, 2000, in anticipation of the expected completion
of the Offer and the Merger, CSG, Purchaser and the Company agreed that
commencing immediately following the close of business on October 6, 2000 (a)(i)
the Company would transfer to Credit Suisse First Boston Corporation ("CSFBC")
or any other designee of CSG for fair market value (as mutually agreed by CSFBC
and the Company) the consolidated proprietary institutional equities portfolio
and the consolidated proprietary fixed income portfolio (other than the high
yield, derivatives, mortgage whole loan and bank loan portfolios) of the Company
and (ii) CSFBC would transfer to the Company or any designee of the Company for
fair market value (as mutually agreed by CSFBC and the Company ) the proprietary
high yield portfolio of CSFBC and (b) the Company, CSG and CSFBC would enter
into a master transfer agreement in the form attached as Exhibit A to the Merger
Agreement Letter Amendment pursuant to which each of the Company and CSG would
transfer certain of its and its subsidiaries' employees to the other party or
its subsidiaries.
(f) (i) CSG and Purchaser consented to the Company acquiring
and assuming all advances, commitments or other extensions of credit of The
Equitable Life Assurance Society of the United States or its affiliates (other
than the Company and its subsidiaries), as reflected in Schedule A of the Merger
Agreement Letter Amendment, under the Amended and Restated Equitable Credit
Facility dated as of March 1, 1994 among The Equitable Life Assurance Society of
the United States, Equitable Variable Life Insurance Company, the Company, DLJ
Investment Inc., DLJ Capital Corporation and DLJ Bridge Finance Inc., as amended
to October 6, 2000 (the "Equitable Bridge Facility"), by paying to such parties
all principal outstanding, and accrued and unpaid interest thereon, and any fees
or other similar amounts due as of the date of such payment under the Equitable
Bridge Facility or related credit agreements by 10:00 a.m., New York City time,
on November 15, 2000; and (ii) the Company will pay such amounts by 10:00 a.m.,
New York City time, on November 15, 2000 and agreed that thereafter such
facility will terminate and be of no further force and effect or that The
Equitable Life Assurance Society of the United States and its affiliates (other
than the Company and its subsidiaries) will cease to be parties to such facility
and will have no further obligations under the Equitable Bridge Facility.
Pursuant to the Merger Agreement Letter Amendment, CSG, Purchaser and the
Company further agreed that, notwithstanding anything to the contrary in Section
10.04 of the Merger Agreement, the provisions of this paragraph only were
intended for the benefit of The Equitable Life Assurance Society of the United
States and could be enforced by it.
2. On October 6, 2000, CSG and the AXA Entities executed a Letter Amendment (the
"Stock Purchase Agreement Letter Amendment" and, together with the Merger
Agreement Letter Amendment, the "Letter Amendments") in respect of the Stock
Purchase Agreement pursuant to which:
(a) CSG and Financial agreed, in accordance with Section 2.03
of the Stock Purchase Agreement, that the Closing will be held on the later to
occur of (i) November 3, 2000 and (ii) satisfaction or waiver of all conditions
to the obligations of the parties set forth in Article VI of the Stock Purchase
Agreement.
(b) CSG and the AXA Entities agreed to amend and restate
Section 6.02(a) and (c) as follows:
(i) "(a) Representations and Warranties. The representations
and warranties of Purchaser contained in Article IV in this Agreement shall be
true and correct as of 5:00 p.m., New York City time, on October 6, 2000 with
the same force and effect as if made as of 5:00 p.m., New York City time, on
October 6, 2000, other than such representations and warranties as are made as
of another date, which shall be true and correct as of such date, except, in
each case, where the failure of such representation or warranty to be true and
correct (without giving effect to any limitation as to "materiality" or
"Material Adverse Effect"set forth
<PAGE>
therein) would not have a Material Adverse Effect on Purchaser, and the Sellers
shall have received a certificate to such effect signed by a duly authorized
officer of Purchaser;" and
(ii) "(c) Purchaser Material Adverse Effect. No Purchaser
Material Adverse Effect shall have occurred as of 5:00 p.m., New York City time,
on October 6, 2000."
(c) CSG and the AXA Entities agreed to amend and restate
Section 6.03(a) and (c) of the Stock Purchase Agreement as follows:
(i) "(a) Representations and Warranties. The representations
and warranties (i) of the Sellers contained in Article III of this Agreement
shall be true and correct in all material respects as of 5:00 p.m., New York
City time, on October 6, 2000 with the same force and effect as if made as of
5:00 p.m., New York City time, on October 6, 2000, other than such
representations and warranties as are made as of another date, which shall be
true and correct in all material respects as of such date, and (ii) of the
Company contained in Article IV of the Merger Agreement shall be true and
correct as of 5:00 p.m., New York City time, on October 6, 2000 with the same
force and effect as if made as of 5:00 p.m., New York City time, on October 6,
2000, other than such representations and warranties as are made as of another
date, which shall be true and correct as of such date, except in the case of
this clause (ii) where the failure to be so true and correct would not have a
Material Adverse Effect on the Company (without, in the case of clause (i) and
(ii), giving effect to any limitation as to "materiality" or "Material Adverse
Effect" set forth therein), and Purchaser shall have received a certificate to
such effect signed by a duly authorized officer of each Seller;" and
(ii) "(c) Company Material Adverse Effect. No Company Material
Adverse Effect shall have occurred as of 5:00 p.m., New York City time, on
October 6, 2000."
(d) Purchaser agreed that following the commencement of the
transfers contemplated by paragraph 1(e) above, the amendments to Section
6.02(a) and (c), Section 6.03(a) and (c) and Section 7.01(d) described herein
would become effective, and following such time and Purchaser's receipt of the
certificate described in paragraph 1(c) above, the conditions set forth in
Section 6.03(a)(ii) and (c) of the Stock Purchase Agreement would be deemed
satisfied.
(e) CSG and the AXA Entities agreed to amend and restate
Section 7.01(d) of the Stock Purchase Agreement as follows:
"(d) by (i) Purchaser if a Company Material Adverse Effect
shall have occurred on or prior to 5:00 p.m., New York City time, on October 6,
2000, or (ii) Financial if a Purchaser Material Adverse Effect shall have
occurred on or prior to 5:00 p.m., New York City time, on October 6, 2000; or ".
(f) CSG and the AXA Entities agreed to amend the Stock
Purchase Agreement to add the following:
"SECTION 8.13 Equitable Holdings LLC. Notwithstanding anything
to the contrary herein, Equitable Holdings LLC, a New York limited liability
company and a wholly-owned subsidiary of Equitable, is the registered and
beneficial owner of, and has good title to, the number of Shares set forth next
to Equitable's name on Schedule A hereto. For purposes of the accuracy of any
representation and warranty or compliance with any covenant or agreement of
Equitable contained herein, such representation or warranty shall be deemed
given by Equitable and Equitable Holdings LLC and such covenant or agreement
shall be deemed to be an obligation of Equitable and Equitable Holdings LLC, in
each case as applicable in light of the immediately preceding sentence.
Notwithstanding anything to the contrary herein, nothing shall relieve Equitable
from its obligations under this Agreement without giving effect to this Section
8.13 if Equitable Holdings LLC shall breach any representation, warranty,
covenant, or other agreement applicable to it as a result of this Section 8.13."
(g) (i) Purchaser will be deemed to consent to, and will cause
Merger Sub to consent to, the Company acquiring and assuming all advances,
commitments or other extensions of credit of The Equitable Life Assurance
Society of the United States or its affiliates (other than the Company and its
subsidiaries), as reflected on Schedule A of the Stock Purchase Agreement Letter
Amendment, under the Equitable Bridge Facility, by paying to such parties all
principal outstanding, and accrued and unpaid interest thereon, and any fees or
other similar amounts due as of the date of such payment under the Equitable
Bridge Facility or related credit agreements by 10:00 a.m., New York City time,
on November 15, 2000; and (ii) Purchaser agreed to use its reasonable best
efforts to cause the Company to pay such amounts by 10:00 a.m., New York City
time, on November 15, 2000 and agreed that thereafter such facility will
terminate and be of no further force and effect or that The Equitable Life
Assurance Society of the United States and its affiliates (other than the
Company and its subsidiaries) will cease to be parties to such facility and will
have no further obligations thereunder.
<PAGE>
The foregoing summary of certain provisions of the Letter
Amendments are qualified in their entirety by reference to the text of the
Letter Amendments, copies of which are filed herewith as Exhibits (d)(5) and
(d)(6) and are incorporated herein by reference.
3. (a) The waiting period under the HSR Act for the offer expired at 5:00 p.m.,
New York City time, on October 8, 2000, and on October 6, 2000 CSG received
clearance from the Commission of the European Union under the EC Merger
Regulation for the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement.
(b) (i) Promptly after 5:00 p.m., New York City time, on
October 6, 2000, CSG and the Purchaser received the certificate of the Company
described in paragraph 1(c) above, and (ii) immediately following the close of
business on October 6, 2000, the Company and CSFBC commenced the transfers
contemplated by paragraph 1(e) above.
4. On October 9, 2000, CSG issued a press release announcing the extension of
the Offer to 12:00 midnight, New York City time, on November 2, 2000. The Offer
had previously been scheduled to expire at 12:00 midnight, New York City time,
on October 11, 2000. A copy of the press release with respect to the foregoing
is filed herewith as Exhibit (a)(16) and is incorporated herein by reference.
Item 12. Materials to Be Filed as Exhibits
(a) (16) Press Release issued by CSG on October 9, 2000.
(d) (5) Merger Agreement Letter Amendment, dated October 6, 2000,
among CSG, Purchaser and the Company.
(d) (6) Stock Purchase Agreement Letter Amendment, dated October
6, 2000, among GSG, AXA, AXA Financial, The Equitable Life
Assurance Society of the United States, and AXA Participations
Belgium.
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: October 10, 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: October 10, 2000
CREDIT SUISSE GROUP
By /s/ Joseph T. McLaughlin
------------------------------------
Name: Joseph T. McLaughlin
Title: Attorney-in-Fact
By /s/ Richard E. Thornburgh
------------------------------------
Name: Richard E. Thornburgh
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.
(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. **
(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. *
* 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.
<PAGE>
(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.
