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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 3, 2000
CREDIT SUISSE FIRST BOSTON (USA), INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-6862 13-1898818
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(Commission File Number) (I.R.S. Employer
(Identification No.)
Eleven Madison Avenue, New York, New York 10010
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(Address of principal executive office) (Zip Code)
(212) 325-2000
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(Registrant's telephone number, including area code)
Donaldson, Lufkin & Jenrette, Inc.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 3, 2000, the registrant, formerly known as Donaldson, Lufkin &
Jenrette, Inc., a Delaware corporation (the "Company"), became an indirect
wholly owned subsidiary of Credit Suisse Group, a corporation organized under
the laws of Switzerland ("CSG"), through the transactions described below in
this Item 1 (collectively, the "Transaction"). In connection with the
Transaction, the Company has changed its name to Credit Suisse First Boston
(USA), Inc.
The Company's DLJdirect tracking stock (that is, the common stock of the Company
of the series designated Donaldson, Lufkin & Jenrette, Inc. -- DLJdirect Common
Stock, par value $.10 per share) and, except as otherwise described in this
report and the exhibits hereto, all other securities of the Company outstanding
prior to the completion of the Transaction were not directly affected by the
Transaction and remain outstanding.
THE TENDER OFFER. On September 8, 2000, a Tender Offer Statement on Schedule TO
(as amended on September 19, 2000, October 6, 2000 and October 10, 2000, the
"Schedule TO") was filed with the Securities and Exchange Commission by Diamond
Acquisition Corp. (the "Purchaser"), a Delaware corporation and an indirect
wholly owned subsidiary of CSG. The Schedule TO related to the offer by the
Purchaser to purchase all outstanding shares of common stock of the Company of
the series designated Donaldson, Lufkin & Jenrette, Inc. -- DLJ Common Stock,
par value $.10 per share (the "Shares"), 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 (as amended and
supplemented, the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with the Offer to Purchase, collectively constituted the
"Offer"). The Offer, as amended, expired by its terms at 12:00 midnight, New
York City time, on November 2, 2000. On November 3, 2000, all conditions to the
Offer having been satisfied, the Purchaser accepted for payment all Shares
tendered pursuant to the Offer. At the expiration of the Offer, 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 total cash consideration to be paid for such
tendered Shares is approximately $5.03 billion. Details with respect to the
sources of this consideration are set forth in Item 7 of the Schedule TO,
which is hereby incorporated by reference in this report.
THE STOCK PURCHASE. Also on November 3, 2000, CSG and certain of its
subsidiaries completed the purchase (the "Stock Purchase") of all Shares held by
AXA, S.A., formerly the Company's ultimate parent, and certain of its affiliates
(the "AXA Entities") pursuant to a Stock Purchase Agreement dated as of August
30, 2000, as amended. The total consideration paid for the 90,445,000 Shares
purchased from the AXA Entities comprised (i) 25,727,167 newly issued shares of
CSG and (ii) $2,377,369,620 in cash. CSG and its subsidiaries obtained $1.9
billion of the cash portion of this consideration through a loan from the
Company that matures on November 1, 2001 with interest at a spread above
six-month LIBOR, and obtained the balance through the issuance of commercial
paper by certain CSG subsidaries.
THE MERGERS. Also on November 3, 2000, pursuant to a Merger Agreement dated as
of August 30, 2000, as amended, (i) the Purchaser transferred the Shares
acquired through the Offer and the Stock Purchase, together with the Shares
issued to the Purchaser by the Company as described in Item 2 of this report, to
its wholly owned subsidiary, Diamond Restructuring Corporation, (ii) Diamond
Restructuring Corporation was merged with and into the Company and (iii) the
Purchaser was merged with and into Credit Suisse First Boston, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of CSG ("CSFBI").
As a result of these mergers, the Company became a direct wholly owned
subsidiary of CSFBI and an indirect wholly owned subsidiary of CSG.
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DIRECTORS AND OFFICERS.
The table below sets forth the Company's directors and executive officers
effective on completion of the mergers described above and their principal
activities outside the Company.
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NAME OF DIRECTOR OR EXECUTIVE OFFICER PRINCIPAL ACTIVITIES OUTSIDE THE COMPANY
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Joe L. Roby Chairman of the Credit Suisse First Boston business
DIRECTOR unit ("CSFB BU")
Allen D. Wheat Chairman of the Executive Board and President and Chief
PRESIDENT AND CHIEF EXECUTIVE OFFICER AND DIRECTOR Executive Officer of the CSFB BU and Member of the
Executive Board of CSG
Anthony F. Daddino Chief Administrative Officer of the CSFB BU
CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER AND DIRECTOR
Brady W. Dougan Head of Equities of the CSFB BU
DIVISION HEAD- EQUITIES AND DIRECTOR
D. Wilson Ervin Head of Strategic Risk Management of the CSFB BU
HEAD OF STRATEGIC RISK MANAGEMENT
David C. Fisher Chief Accounting Officer of the CSFB BU
CHIEF ACCOUNTING OFFICER
Gates H. Hawn Head of Financial Services of the CSFB BU
HEAD OF FINANCIAL SERVICES AND DIRECTOR
Stephen A.M. Hester Head of Fixed Income of the CSFB BU
DIVISION HEAD - FIXED INCOME AND DIRECTOR
Hamilton E. James Co-Head of Investment Banking of the CSFB BU
DIVISION CO-HEAD - INVESTMENT BANKING AND DIRECTOR
Christopher G. Martin Head of Technology, Operations and Finance of the CSFB BU
HEAD OF TECHNOLOGY, OPERATIONS AND FINANCE
Joseph T. McLaughlin Executive Vice President - Legal and Regulatory Affairs of the
GENERAL COUNSEL AND DIRECTOR CSFB BU
Garrett M. Moran Head of Private Equity of the CSFB BU
HEAD OF PRIVATE EQUITY
Robert C. O'Brien Chief Credit Officer of the CSFB BU
CHIEF CREDIT OFFICER
Richard E. Thornburgh Vice Chairman of the Executive Board and Chief Financial
DIVISION HEAD - FINANCE, ADMINISTRATION AND OPERATIONS Officer of the CSFB BU and Member of the Executive Board of CSG
AND DIRECTOR
Charles G. Ward, III Co-Head of Investment Banking of the CSFB BU
DIVISION CO-HEAD - INVESTMENT BANKING AND DIRECTOR
Lewis H. Wirshba Treasurer of the CSFB BU
TREASURER
* Robert M. Baylis Member of the Board of Directors for various unaffiliated
DIRECTOR companies and organizations
Philip K. Ryan Member of the Executive Board and Chief Financial Officer of
DIRECTOR CSG
* Maynard J. Toll, Jr. Retired Investment Banker. Chairman, Edmund S. Muskie
DIRECTOR Foundation. President, Nelson & Toll Properties, Ltd.
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* Member of the Audit Committee of the Company's Board of Directors.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported by the Company in its Current Report on Form 8-K dated
October 26, 2000, with a view to integrating the businesses of the Company
and CSG, and in anticipation of the completion of the Transaction, beginning
on October 6, 2000, the Company and CSG initiated a series of transfers
relating to certain proprietary fixed income and equity portfolios maintained
by the Company and certain of its subsidiaries, on the one hand, and Credit
Suisse First Boston Corporation, a U.S. registered broker dealer that is an
indirect wholly owned subsidiary of CSG ("CSFB Corp."), and certain of its
affiliates, on the other. On November 3, 2000, in conjunction with the
closing of the Transaction, the final step in this series of transfers
(collectively, the "Transfer") was completed as CSFBI transferred all of the
outstanding shares of CSFB Corp. to the Company in exchange for newly issued
Shares of the Company. As a result of the Transfer, CSFB Corp. became a
direct wholly owned subsidiary of the Company.
In addition, to facilitate the integration of the asset management businesses of
the Company and CSG, DLJ Asset Management Group, Inc. ("DLJAM"), previously an
indirect wholly owned subsidiary of the Company, became an indirect wholly owned
subsidiary of CSFBI through a series of share dividends and contributions.
The business of DLJAM will be combined with the business of Credit Suisse
Asset Management LLC.
Certain historical financial statements of CSFB Corp. and pro forma financial
information reflecting the acquisition of CSFB Corp. by the Company through the
Transfer are contained in the exhibits filed with this report. See Item 7 below.
ITEM 5. OTHER EVENTS
As a consequence of the Transaction described in Item 1 above and the Transfer
described in Item 2 above, CSFB Corp. and its affiliates may be required to
deliver a prospectus meeting the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), in connection with market-making transactions
with respect to securities issued by the Company. Accordingly, each Securities
Act registration statement of the Company or its affiliates and each
prospectus and prospectus supplement into which this report is incorporated
by reference is hereby amended and supplemented such that each reference to
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") in connection
with possible market-making transactions shall be deemed also to refer to
CSFB Corp. and to any of their respective affiliates.
The Company has been advised by CSFB Corp. that it currently intends to make
a market in securities of the Company or its affiliates to the same extent
that DLJSC has previously done so. However, neither CSFB Corp. nor DLJSC nor
any other affiliate of the Company is obligated to engage in any such
market-making activity, and any such activity, if commenced, may be
discontinued at any time.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
CSFB Corp.'s audited consolidated statements of financial
condition as of December 31, 1999 and 1998, and related
audited consolidated statements of operations, changes in
stockholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1999, and the
notes thereto, and CSFB Corp.'s unaudited condensed
consolidated statement of financial condition as of June
30, 2000 and December 31, 1999, and related unaudited
condensed consolidated statements of income for the
six-month periods ended June 30, 2000 and 1999, the
unaudited condensed consolidated statements of changes in
stockholder's equity for the six-month period ended June 30,
2000 and the year ended December 31, 1999, and the unaudited
condensed consolidated statements of cash flows for the
six-month periods ended June 30, 2000 and 1999, and the
notes thereto, are contained, respectively, in Exhibits 99.2
and 99.3 to this report.
(b) PRO FORMA FINANCIAL INFORMATION
The Company's unaudited pro forma combined condensed statement
of financial condition as of June 30, 2000, and its
unaudited pro forma combined condensed statements of income
for the six-month period ended June 30, 2000 and the year
ended December 31, 1999, and the notes thereto, are contained
in Exhibit 99.4 to this report.
(c) EXHIBITS
See the Exhibit Index filed with this report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Credit Suisse First Boston (USA), Inc.
/s/ ANTHONY F. DADDINO
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Anthony F. Daddino
CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER
November 3, 2000
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Exhibit Index
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
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Exhibit No. Description
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1.1 Agreement and Plan of Merger, dated as of August 30, 2000,
among CSG, Purchaser and the Company, as amended (incorporated
by reference to Exhibit (d)(1) to the Tender Offer Statement on
Schedule TO filed by CSG and the Purchaser in relation to the
Company on September 8, 2000 and Exhibit (d)(5) to Amendment
No. 2 to such Tender Offer Statement on Schedule TO/A filed by
CSG and the Purchaser in relation to the Company on October 6,
2000).
1.2 Stock Purchase Agreement, dated as of August 30, 2000, among
CSG and the AXA Entities, as amended (incorporated by reference
to Exhibit (d)(2) to the Tender Offer Statement on Schedule TO
filed by CSG and the Purchaser in relation to the Company on
September 8, 2000 and Exhibit (d)(6) to Amendment No. 2 to such
Tender Offer Statement on Schedule TO/A filed by CSG and the
Purchaser in relation to the Company on October 6, 2000).
3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company.
23.1 Consent of KPMG LLP.
99.1 Press Release dated November 3, 2000 announcing the closing of the Transaction.
99.2 Consolidated Financial Statements of CSFB Corp. as of
December 31, 1999 and 1998 and for each of the years in the three-year
period ended December 31, 1999, with independent auditors' report thereon.
99.3 Unaudited Condensed Consolidated Financial Statements of CSFB Corp. as of
June 30, 2000 and December 31, 1999 and for the six-month
periods ended June 30, 2000 and 1999.
99.4 Unaudited Pro Forma Combined Condensed Financial Statements
of the Company as of June 30, 2000 and the six-month period ended June 30,
2000 and the year ended December 31, 1999 relating to the Transfer.
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