SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
Amendment No. 2
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Subject Company)
DIAMOND ACQUISITION CORP.
CREDIT SUISSE GROUP
(Offeror)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
257661108
(CUSIP Number of Class of Securities)
David P. Frick, Esq. Joseph T. McLaughlin, Esq.
Credit Suisse Group Credit Suisse First Boston
Paradeplatz 8, P.O. Box 1 11 Madison Avenue
CH-8070 Zurich New York, New York 10010
Switzerland (212) 325-2000
41-1-212-1616
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copies to:
David W. Heleniak, Esq.
Clare O'Brien
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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Not Applicable Not Applicable
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[ ] 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.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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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 13e-4.
[ ] going-private transaction subject to Rule 13e-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: [ ]
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Joint Press Release issued by Credit Suisse Group and
Donaldson, Lufkin & Jenrette, Inc. (the "Company") on August
30, 2000.*
99.2 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.**
99.3 Presentation to analysts on August 31, 2000.**
99.4 Factsheets describing Donaldson, Lufkin & Jenrette, Inc.,
Credit Suisse First Boston, Inc. and Credit Suisse Group.**
99.5 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.
99.6 Press Release issued by Credit Suisse Group on September 29,
2000.
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* Incorporated by reference to the Schedule TO-C filed by Credit Suisse Group on
August 30, 2000.
** Incorporated by reference to the Schedule TO-C filed by Credit Suisse Group
on August 31, 2000.
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