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
January 21, 2000
Date of Report (Date of earliest event reported)
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6862 13-1898818
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) Identification Number)
277 Park Avenue
New York, New York 10172
(Address of principal executive offices) (zip code)
(212) 892-3000
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index is on page 4 of this filing
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Item 5. OTHER EVENTS
On January 21, 2000, Donaldson, Lufkin & Jenrette, Inc. (the
"Company") amended its program for the offering of Medium-Term Notes due nine
months or more from the date of issuance ("Medium-Term Notes") to increase the
aggregate principal amount of the notes from $1,000,000,000 to $1,350,000,000
or the equivalent thereof in one or more other currencies or currency units
such as the Euro. The Medium-Term Notes are part of the $2,000,000,000 in debt
securities and preferred stock registered by the Company pursuant to a
Registration Statement, as amended (the "Registration Statement") filed with
the Securities and Exchange Commission ("Commission") on Form S-3 (Registration
No. 333-73405) pursuant to Rule 415 promulgated by the Commission under the
Securities Act of 1933, as amended the ("Act"). A Prospectus Supplement and
Base Prospectus relating to the Medium-Term Notes has been filed with the
Commission pursuant to Rule 424(b) of the Act. The issuance and sale of the
Medium- Term Notes may be made from time to time in various amounts pursuant to
an Indenture, dated as of June 8, 1998, between the Company and The Chase
Manhattan Bank, as Trustee. The Indenture was previously filed with the
Commission.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement dated April 15, 1999, as amended by Amendment No. 1 to the
Distribution Agreement dated January 21, 2000, among the Company and certain
agents. The form of Amendment No. 1 to the Distribution Agreement is attached
hereto as Exhibit 1 and incorporated by reference herein. The Medium-Term Notes
may bear fixed or floating rates of interest and may also be issued as Indexed
Notes, Dual Currency Notes, Renewable Notes, Amortizing Notes or as Original
Issue Discount Notes as described in the Prospectus Supplement. A form of Fixed
Rate Medium-Term Note and Regular Floating Rate Medium-Term Note were
previously filed with the Commission and are incorporated by reference herein.
The Chase Manhattan Bank (the "Calculation Agent") may perform certain services
in connection with the issuance of Medium-Term Notes bearing floating rates of
interest or bearing fixed rates of interest determined by reference to an
interest rate formula, if any, pursuant to a Calculation Agent Agreement
between the Company and the Calculation Agent. The Calculation Agent Agreement
was previously filed with the Commission and is incorporated by reference
herein. Tax consequences of ownership and disposition of the Notes are
described in the Prospectus Supplement. The opinion of Davis Polk & Wardwell,
special tax counsel to the Company was previously filed with the Commission and
is incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
c. Exhibits.
1 Amendment No. 1 to the Distribution Agreement.
1.1 Form of Distribution Agreement (Incorporated by reference
to Exhibit 1 to Donaldson, Lufkin & Jenrette, Inc's
report on Form 8- K filed with the Commission on April
22, 1999).
2
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4.1 Form of Senior Debt Indenture between the Company and The
Chase Manhattan Bank, as Trustee (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's Registration Statement on Form
S-3 (Registration No. 333-40925)).
4.2 Form of Fixed Rate Medium-Term Note (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on April 22, 1999).
4.3 Form of Floating Rate Medium-Term Note (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on April 22, 1999).
4.4 Form of Calculation Agent Agreement (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on November 12, 1998).
4.5 Form of Tax Opinion (Incorporated by reference to the
corresponding exhibit to Donaldson, Lufkin & Jenrette,
Inc's report on Form 8-K filed with the Commission on
April 22, 1999).
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.
DONALDSON, LUFKIN & JENRETTE, INC.
Date: February 4, 2000 By /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Numbered Sequentially
Number Exhibit Page
- ------- -------- ------------
1 Amendment No. 1 to the Distribution Agreement.
1.1 Form of Distribution Agreement (Incorporated by reference
to Exhibit 1 to Donaldson, Lufkin & Jenrette, Inc's
report on Form 8- K filed with the Commission on April
22, 1999).
4.1 Form of Senior Debt Indenture between the Company and The
Chase Manhattan Bank, as Trustee (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's Registration Statement on Form
S-3 (Registration No. 333-40925)).
4.2 Form of Fixed Rate Medium-Term Note (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on April 22, 1999).
4.3 Form of Floating Rate Medium-Term Note (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on April 22, 1999).
4.4 Form of Calculation Agent Agreement (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with
the Commission on November 12, 1998).
4.5 Form of Tax Opinion (Incorporated by reference to the
corresponding exhibit to Donaldson, Lufkin & Jenrette,
Inc's report on Form 8-K filed with the Commission on
April 22, 1999).
4
DONALDSON, LUFKIN & JENRETTE, INC.
$1,350,000,000
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
AMENDMENT No. 1 TO DISTRIBUTION AGREEMENT
January 21, 2000
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
We refer to the Distribution Agreement dated April 15, 1999 entered
into in respect of the issue and sale from time to time by Donaldson, Lufkin &
Jenrette, Inc. (the "Company") of its Medium-Term Notes described therein (such
agreement, as amended from time to time, the "Agreement") and hereby give you
notice of the Company's intention to increase the aggregate initial offering
price of such Medium-Term Notes from $1,000,000,000 to $1,350,000,000.
The Distribution Agreement dated April 15, 1999 is hereby amended as
follows:
(1) The title block heading the Distribution Agreement is hereby
revised to read in its entirety:
"DONALDSON, LUFKIN & JENRETTE, INC.
$1,350,000,000
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT"
<PAGE>
(2) The figure "$1,000,000,000" in the first sentence is revised to
read "$1,350,000,000"
This letter is governed by, and shall be construed in accordance with,
the laws of the State of New York, without giving effect to the conflict of
laws provisions thereof.
Please return to us a copy of this letter signed by an authorized
signatory whereupon you will have consented to the amendment of the Agreement as
specified herein.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Charles J. Hendrickson
-------------------------------------
Name: Charles J. Hendrickson
Title: Senior Vice President &
Treasurer
We hereby consent to the increase in the aggregate initial offering
price of the Medium-Term Notes and the amendments to the Distribution Agreement
as effected by this Amendment No. 1 To The Distribution Agreement.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
By: /s/ Roger J. Thomson
------------------------------------------------
Name: Roger J. Thomson
Title: Managing Director
