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EXHIBIT (A)(1)
DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
September 8, 2000
Dear Stockholder:
We are pleased to inform you that Donaldson, Lufkin & Jenrette, Inc. ("DLJ")
has entered into a merger agreement with Credit Suisse Group ("CSG"), pursuant
to which an indirect wholly owned subsidiary of CSG has commenced a tender offer
to purchase all of the outstanding shares of DLJ's Donaldson, Lufkin &
Jenrette, Inc.--DLJ Common Stock ("DLJ Common Stock") for $90.00 per share in
cash. The tender offer is conditioned upon, among other things, clearance by
antitrust regulators in the United States and in the European Community. In
addition, AXA Financial, Inc. and certain of its affiliates, which together hold
approximately 71% of DLJ Common Stock, have agreed to sell these shares to CSG.
The tender offer will be followed by a merger, in which each share of DLJ Common
Stock not purchased in the tender offer will be converted into the right to
receive in cash the price paid in the tender offer.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER AGREEMENT, THE CSG
OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF HOLDERS OF DLJ
COMMON STOCK, AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF DLJ COMMON STOCK
ACCEPT THE CSG OFFER AND TENDER THEIR SHARES OF DLJ COMMON STOCK IN THE OFFER.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
written opinion of the Company's financial advisor, Donaldson, Lufkin & Jenrette
Securities Corporation, a wholly owned subsidiary of DLJ ("DLJSC"), that, as of
the date of the opinion, the consideration to be received by the holders of DLJ
Common Stock, other than AXA Financial, Inc. and its affiliates referred to
above, in the offer and the merger is fair from a financial point of view to
such holders. A copy of DLJSC's written opinion, which sets forth the
assumptions made, procedures followed and matters considered by DLJSC in
rendering its opinion, can be found in Annex A to the Schedule 14D-9. You should
read the opinion carefully and in its entirety.
Enclosed are the CSG Offer to Purchase, dated September 8, 2000, the Letter
of Transmittal and related documents. These documents set forth the terms and
conditions of the tender offer. The Schedule 14D-9 describes in more detail the
reasons for your Board's conclusions and contains other information relating to
the tender offer. We urge you to consider this information carefully.
Your Board of Directors and the management and employees of DLJ thank you
for your continued support.
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Joe L. Roby John S. Chalsty
PRESIDENT AND CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD
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