UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
OMB APROVAL
OMB NUMBER: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response........0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
DLJ Merchant Banking II, Inc.
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(Last) (First) (Middle)
277 Park Avenue
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(Street)
New York NY 10172
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
6/23/00
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Charles River Laboratories International, Inc. (CRL)
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5. Relationship of Reporting Person to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
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X Form filed by More than One Reporting Person
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Table I Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Instr. 4) Beneficially Owned Form: Direct Beneficial Ownership
(Instr. 4) (D) or Indirect (Instr. 5)
(I)(Instr. 5)
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<S> <C> <C> <C>
Common Stock 6,180,333 (I) (1)(13)(16)(18)(19)
Common Stock 246,129 (I) (2)(13)(16)(18)(19)
Common Stock 303,917 (I) (3)(13)(16)(18)(19)
Common Stock 361,330 (I) (4)(14)(16)(18)(19)
Common Stock 134,187 (I) (5)(14)(16)(18)(19)
Common Stock 1,260,809 (I) (6)(16)(18)(19)
Common Stock 99,929 (I) (7)(13)(16)(18)(19)
Common Stock 19,491 (I) (8)(13)(16)(18)(19)
Common Stock 27,750 (I) (9)(15)(18)(19)
Common Stock 1,409,382 (I) 11)(15)(18)(19)
Common Stock 1,264,252 (I) 12)(15)(18)(19)
Common Stock 815,923 (I) (19)(21)(25)(26)(29)
Common Stock 48,955 (I) (19)(22)(25)(26)(29)
Common Stock 1,820,318 (I) (16)(18)(19)(23)(27)(28)
Common Stock 259,395 (I) (16)(18)(19)(24)(28)
Common Stock 2,723 (I) (19)(20)(25)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (7-96)
<PAGE>
Table II Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature
Security (Instr. 4) and Expiration Securities Underlying sion or ship of In-
Date (Month/Day/ Year) Derivative Securities Exercise Form of direct
------------------------- (Instr. 4) Price of Deriv- Bene-
Date Expira- ------------------------- Derivative ative ficial
Exer- tion Title Amount Security Security: Owner-
cisable Date or Direct ship
Number (D) or (Instr.
of Indirect 5)
Shares (I)
(Instr.
5)
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<S> <C> <C> <C> <C> <C> <C> <C>
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 1,061,462 $0.01 (I) (13)(16)(18)(19)(29)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 42,264 $0.01 (I) (13)(16)(18)(19)(30)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 52,183 $0.01 (I) (13)(16)(18)(19)(31)
Warrant for the Purchase
of Shares of Common Stock Immed. 4/1/10 Common Stock 62,053 $0.01 (I) (14)(16)(18)(19)(32)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 23,039 $0.01 (I) (14)(16)(18)(19)(33)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 216,566 $0.01 (I) (16)(18)(19)(34)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 17,158 $0.01 (I) (13)(16)(18)(19)(35)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 3,349 $0.01 (I) (13)(16)(18)(19)(36)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 4,781 $0.01 (I) (15)(18)(19)(37)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 200,155 $0.01 (I) (15)(18)(19)(38)
Warrant for the Purchase of
Shares of Common Stock Immed. 4/1/10 Common Stock 2,041 $0.01 (I) (15)(18)(19)(39)
Warrant for the Purchase of
Shares of Common Stock 10/21/01 10/1/09 Common Stock 184,167 $5.19 (I) (16)(18)(19)(27)(28)
(40)
Warrant for the Purchase of
Shares of Common Stock 10/21/01 10/1/09 Common Stock 23,642 $5.19 (I) (16)(18)(19)(28)(41)
Warrant for the Purchase of
Shares of Common Stock 10/21/01 10/1/09 Common Stock 20,102 $5.19 (I) (15)(18)(19)(38)
</TABLE>
Explanation of Responses:
See Attachment A for footnotes.
DLJ Merchant Banking II, Inc.
/s/ Ivy Dodes June 22, 2000
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
SEC 1473 (7-96)
Page 2 of 12
<PAGE>
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
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COMPANY ADDRESS
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AXA ASSURANCES I.A.R.D. MUTUELLE 370, rue Saint Honore
75001 Paris, France
AXA ASSURANCES VIE MUTUELLE Same as above
AXA COURTAGE ASSURANCE MUTUELLE 26, rue Louis-le-Grand
75001 Paris, France
AXA CONSEIL VIE ASSURANCE MUTUELLE 370, rue Saint Honore
75001 Paris, France
FINAXA 23, avenue Matignon
75008 Paris, France
are Reporting Persons through their interest in the following entity:
AXA 25, avenue Matignon
75008 Paris, France
is a Reporting Person through its interest in AXA Financial, Inc. ("AXF").
THE AXA VOTING TRUSTEES:
Claude Bebear
Henri de Clermont-Tonnerre 25, avenue Matignon
Patrice Garnier 75008 Paris, France
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement dated
as of May 12, 1992 with AXA.
Page 3 of 12
<PAGE>
COMPANY ADDRESS
SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA, Finaxa and AXA")
By /s/ Alvin H. Fenichel
--------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA FINANCIAL, INC. 1290 Avenue of the Americas
New York, NY 10104
By /s/ Alvin H. Fenichel
--------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
AXA Financial, Inc. is a Reporting Person through its interest in Donaldson
Lufkin & Jenrette, Inc. ("DLJ").
Page 4 of 12
<PAGE>
COMPANY ADDRESS
DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
-------------------------------
Name: Marjorie S. White
Title: Vice President and
Secretary
DLJ is a Reporting Person through its interest in DLJ Capital Investors, Inc.
("DLJCI"), DLJ Capital Corporation ("DLJCC") and DLJ LBO Plans Management
Corporation:
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
-------------------------------
Name: Marjorie S. White
Title: Secretary
DLJ Capital Investors, Inc. is a Reporting Person through its interest in each
of DLJMB Funding II, Inc. ("Funding II"), DLJ Merchant Banking II, Inc.
("MB II INC") and DLJ Investment Funding, Inc. ("IP Funding").
DLJ CAPITAL CORPORATION 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
-------------------------------
Name: Marjorie S. White
Title: Secretary
DLJ Capital Corporation is a Reporting Person directly and through its interest
in each of Sprout Capital VIII, L.P. and Sprout Venture Capital, L.P.
Page 5 of 12
<PAGE>
COMPANY ADDRESS
DLJ LBO PLANS MANAGEMENT CORPORATION 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
--------------------------------
Name: Marjorie S. White
Title: Vice President and
Secretary
DLJMB FUNDING II, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
--------------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
(See Form 3 for signature of this New York, N.Y. 10172
Reporting Person)
DLJ INVESTMENT PARTNERS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Marjorie S. White
--------------------------------
Name: Marjorie S. White
Title: Secretary
Page 6 of 12
<PAGE>
Notes
(1) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II, L.P. ("Partners II"), which is a partnership, and indirectly
through its interest in CRL Acquisition LLC, a limited liability
company.
(2) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II-A, L.P. ("Partners II-A"), which is a partnership, and
indirectly through its interest in CRL Acquisition LLC, a limited
liability company.
(3) These securities are beneficially owned directly by DLJ Offshore Partners
II, C.V. ("Offshore Partners II"), which is a partnership, and indirectly
through its interest in CRL Acquisition LLC, a limited liability company.
(4) These securities are beneficially owned directly by DLJ Diversified
Partners, L.P. ("Diversified"), which is a partnership, and indirectly
through its interest in CRL Acquisition LLC, a limited liability company.
(5) These securities are beneficially owned directly by DLJ Diversified
Partners-A, L.P. ("Diversified-A"), which is a partnership, and
indirectly through its interest in CRL Acquisition LLC, a limited
liability company.
(6) These securities are beneficially owned directly by DLJMB Funding II,
Inc., and indirectly through its interest in CRL Acquisition LLC, a
limited liability company.
(7) These securities are beneficiallly owned directly by DLJ Millennium
Partners, L.P. ("Millennium"), and which is a partnership, and indirectly
through its interest in CRL Acquisition LLC, a limited liability company.
(8) These securities are beneficially owned directly by DLJ Millennium
Partners-A, L.P. ("Millennium-A"), and which is a partnership, indirectly
through its interest in CRL Acquisition LLC, a limited liability company.
(9) These securities are beneficially owned directly by DLJ EAB Partners, L.P.
("EAB"), which is a partnership, and indirectly through its interest in
CRL Acquisition LLC, a limited liability company.
(10) (Intentionally omitted.)
(11) These securities are beneficially owned directly by DLJ ESC II, L.P.
("ESC II"), which is a partnership, and indirectly through its interest
in CRL Acquisition LLC, a limited liability company.
(12) These securities are beneficially owned directly by DLJ First ESC, L.P.
("ESC"), which is a partnership, and indirectly through its interest in
CRL Acquisition LLC, a limited liability company.
(13) These securities are beneficially owned indirectly by MB II INC as
Managing General Partner of each of Partners II, Partners II-A,
Millennium, and Millennium-A and as Advisory General Partner of
Offshore Partners II. In addition, these securities are beneficially
owned indirectly by DLJ Merchant Banking II, LLC ("MB II LLC") as
Associate General Partner of each of Partners II, Partners II-A,
Offshore Partners II, Millennium, Millennium-A, and EAB. MB II INC is
also the Managing Member of MB II LLC. The undersigned disclaim
beneficial ownership of these securities except with respect to MB II
INC's and MB II LLC's partnership interests in these entities.
Page 7 of 12
<PAGE>
(14) These securities are beneficially owned indirectly by DLJ Diversified
Partners, Inc. ("Diversified Partners") as General Partner of each of
Diversified and Diversified-A. In addition, these securities are
beneficially owned indirectly by DLJ Diversified Associates, L.P.
("Diversified Associates") as Associate General Partner of each of
Diversified and Diversified-A. Diversified Partners is also the
General Partner of Diversified Associates, L.P. The undersigned
disclaim beneficial ownership of these securities except with respect
to Diversified Partners' and Diversified Associates' Partnership
interests in these entities.
(15) These securities are beneficially owned indirectly by DLJ LBO Plans
Management Corporation as Managing General Partner of EAB, ESC and ESC
II.
(16) These securities are beneficially owned indirectly by DLJCI as sole
stockholder of each of MB II INC, Diversified Partners, Funding II and
IP Funding.
(17) (Intentionally omitted.)
(18) These securities are beneficially owned indirectly by DLJ as the
sole stockholder of each of DLJCI and DLJ LBO Plans Management
Corporation.
(19) As of January 31, 2000, AXA beneficially owned approximately 58% of
the common stock of AXF ("AXF Common Stock") and The Mutuelles AXA
indirectly and directly owned approximately 23.3% of the issued
ordinary shares (representing 36.7% of the voting power) of AXA. The
Mutuelles AXA, Finaxa and AXA expressly declare that the filing of
this Form shall not be construed for the purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, as an admission of
beneficial ownership of securities reported on this Form.
AXA has deposited its shares of AXF Common Stock into a voting trust.
While AXA remains the beneficial owner of such AXF Common Stock,
during the term of the voting trust, the Trustees (each of whom is a
member of either the Executive Committee or the Supervisory Board of
AXA) will exercise all voting rights with respect to such AXF Common
Stock. Accordingly, the Trustees may be deemed to beneficially own the
securities reported on this Form. The Trustees expressly declare that
the filing of this Form shall not be construed for the purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, as an
admission of beneficial ownership of securities reported on this Form.
Each Reporting Person has indirect beneficial interest through
partnerships and affiliates of the direct owners which own, in the
aggregate, more than 10% of the common stock of the issuer.
(20) These securities are beneficially owned directly by DLJCC, which is a
corporation, and indirectly through its interest in CRL Acquisition LLC, a
limited liability company.
(21) These securities are beneficially owned directly by Sprout Capital VIII,
L.P. ("Sprout VIII"), which is a partnership, and indirectly through its
interest in CRL Acquisition LLC, a limited liability company. DLJCC is
the Managing General Partner of Sprout VIII.
(22) These securities are beneficially owned directly by Sprout Venture
Capital, L.P. ("Sprout"), which is a partnership, and indirectly through
its interest in CRL Acquisition LLC, a limited liability company. DLJCC
is the general partner of Sprout.
(23) These securities are beneficially owned directly by DLJ Investment
Partners, L.P. ("DLJIP"), which is a partnership, and indirectly through
its interest in CRL Acquisition LLC, a limited liability company.
(24) These securities are beneficially owned directly by IP Funding, and
indirectly through its interest in CRL Acquisition LLC, a limited
liability company.
Page 8 of 12
<PAGE>
(25) These securities are beneficially owned indirectly by DLJCC as the
general partner of each of Sprout VIII and Sprout. The undersigned
disclaim beneficial ownership of these securities except with respect
to DLJCC's partnership interests in these entities.
(26) These securities are beneficially owned indirectly by DLJ as the sole
stockholder of DLJCC.
(27) These securities are beneficially owned indirectly by DLJ Investment
Partners, Inc., the general partner of DLJIP. The undersigned disclaim
beneficial ownership of these securities except with respect to DLJ
Investment Partners, Inc.'s partnership interests in DLJIP.
(28) These securities are beneficially owned indirectly by IP Funding, the
sole shareholder of DLJ Investment Partners, Inc.
(29) These securities are beneficially owned directly by Partners II.
(30) These securities are beneficially owned directly by Partners II-A.
(31) These securities are beneficially owned directly by Offshore
Partners II.
(32) These securities are beneficially owned directly by Diversified.
(33) These securities are beneficially owned directly by Diversified-A.
(34) These securities are beneficially owned directly by DLJMB Funding II,
Inc.
(35) These securities are beneficially owned directly by Millennium.
(36) These securities are beneficially owned directly by Millennium-A.
(37) These securities are beneficially owned directly by EAB.
(38) These securities are beneficially owned directly by ESC II.
(39) These securities are beneficially owned directly by ESC.
(40) These securities are beneficially owned directly by DLJIP.
(41) These securities are beneficially owned directly by IP Funding.
(42) DLJCC is the parent of DLJ Capital Associates VIII, Inc., which is the
General Partner of DLJ Associates VIII, L.P., which is the General
Partner of Sprout Capital VIII, L.P. DLJCC is also parent to DLJ
Growth Associates II, Inc. which is the General Partner of DLJ Growth
Associates II, L.P., which is the General Partner of Sprout Growth II,
L.P. DLJCC's parent DLJ, Inc. is the parent of DLJ LBO Plans
Management Corporation. DLJCC and Managing Members of DLJCC may be
deemed beneficial owners of the reported shares but each disclaims
beneficial ownership in the shares held by Sprout Capital VIII, L.P.,
Sprout Venture Capital, L.P., and DLJ ESC II, L.P., except to the
extent of any indirect pecuniary interest therein.
Each of the remaining reporting persons disclaims beneficial ownership
of securities beneficially owned by any other entity except with
respect to its proportionate interest in or ownership of such entity
as indicated in Item 3 of Table I and/or Item 5 of Table II and the
footnotes thereto.
Page 9 of 12
<PAGE>
Additional Joint Filer Information
For all of the following additional joint filers,
Address: c/o Sprout Group
277 Park Avenue
New York, NY 10172
Designated Filer: DLJ Merchant Banking II, Inc.
List of Additional Joint Filers:
Name: Sprout Capital VIII, L.P.
Managing General Partner: DLJCC
Name: Sprout Growth II, L.P.
Managing General Partner: DLJCC
Name: Sprout CEO Fund, L.P.
General Partner: DLJCC
Name: Sprout Venture Capital, L.P.
General Partner: DLJCC
Name: DLJ ESC II, L.P.
General Partner: DLJ LBO Plans Management Corporation
Name: DLJ Associates VIII, L.P.
General Partner of Sprout Capital VIII, L.P.
Name: DLJ Growth Associates II, L.P.
General Partner of Sprout Growth II, L.P.
Name: DLJ Capital Associates VIII, Inc.
General Partner of DLJ Associates VIII, L.P.
Name: DLJ Growth Associates II, Inc.
General Partner of DLJ Growth Associates II, L.P.
Name: Farrokh Billimoria
General Partner of DLJ Associates VIII, L.P.
Name: Patrick J. Boroian
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Page 10 of 12
<PAGE>
Name: Philippe O. Chambon
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Robert E. Curry
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Stephen M. Diamond
General Partner of DLJ Associates VIII, L.P.
Name: Robert Finzi
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Janet A. Hickey
General Partner of DLJ Associates VIII, L.P. and The JHT 1994 Limited
Partnership
Name: The JHT 1994 Limited Partnership
General Partner of DLJ Growth Associates II, L.P.
Name: The Kroon 1994 Limited Partnership
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Richard E. Kroon
General Partner of The Kroon 1994 Limited Partnership
Name: Mary Jane Kroon
General Partner of The Kroon 1994 Limited Partnership
Name: LaPorte Investments, L.P.
General Partner of DLJ Associates VIII, L.P.
Name: Kathleen D. LaPorte
General Partner of LaPorte Investments, L.P. and DLJ Growth Associates II, L.P.
Name: Brian LaPorte
General Partner of LaPorte Investments, L.P.
Name: Scott F. Meadow
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Alexander Rosen
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Name: Rakesh Sood
General Partner of DLJ Associates VIII, L.P.
Page 11 of 12
<PAGE>
Name: Hal Tague
General Partner of The JHT 1994 Limited Partnership
Name: Arthur S. Zuckerman
General Partner of DLJ Associates VIII, L.P. and DLJ Growth Associates II, L.P.
Signature of Joint Filers
By: /s/ Arthur S. Zuckerman
--------------------------------------
Arthur S. Zuckerman
Individually, and as Attorney-in-fact
for all of the above joint filers
Page 12 of 12
