SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Subject Company (Issuer))
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DIAMOND ACQUISITION CORP.
CREDIT SUISSE GROUP
(Names of Filing Persons (Offerors))
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Common Stock of the Series Designated
Donaldson, Lufkin & Jenrette, Inc.-DLJ Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
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257661108
(CUSIP Number of Class of Securities)
David Frick, Esq. Joseph T. McLaughlin, Esq.
Credit Suisse Group Credit Suisse First Boston, Inc.
Paradeplatz 8, P.O. Box 1 11 Madison Avenue
CH-8070 Zurich, Switzerland New York, New York 10010
41-1-212-1616 (212) 325-2000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copy to:
David W. Heleniak, Esq.
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
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$13,436,952,750 $2,687,390.55
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* Estimated for purposes of calculating the amount of the filing fee
only. Calculated by multiplying $90.00, the per share tender offer
price, by 149,299,475, the sum of the 128,059,564 currently outstanding
shares of Common Stock sought in the Offer and the 21,239,911 shares of
Common Stock subject to options that will be vested as of August 31,
2000.
** Calculated as 1/50 of 1% of the transaction value.
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|X| 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.
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<S> <C> <C> <C>
Amount Previously Paid: $2,687,390.55 Filing Party: Credit Suisse Group
Diamond Acquisition Corporation
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Form or Registration No.: Schedule TO Date Filed: September 8, 2000
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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. 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 13c-4
|_| going-private transaction subject to Rule13e-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. |_|
This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on September 8, 2000, as amended on September 19,
2000 (the "Schedule TO"), by Diamond Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Credit Suisse Group, a
corporation organized under the laws of Switzerland ("CSG"). The Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of common
stock of the series designated Donaldson, Lufkin & Jenrette, Inc.-DLJ Common
Stock, par value $.10 per share (the "Shares"), of Donaldson, Lufkin & Jenrette,
Inc., a Delaware corporation (the "Company"), 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 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Offer to Purchase or in
the Schedule TO.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented to include
the following information:
On September 29, 2000, the shareholders of CSG approved the CSG
Shareholder Proposal by the requisite vote.
On October 6, 2000, CSG issued a press release announcing the extension
of the Offer to 12:00 midnight, New York City time, on October 11, 2000. The
Offer had previously been scheduled to expire at 12:00 midnight, New York City
time, on October 5, 2000. A copy of the press release with respect to the
foregoing is filed herewith as Exhibit (a)(14) and is incorporated herein by
reference.
Item 7. Source and Amount of Funds or Other Consideration
Item 7 of the Schedule TO is hereby amended and supplemented to include
the following information :
9. Financing of the Offer and the Merger.
This section on page 20 is amended and restated as follows:
"The Offer is not conditioned upon CSG or Purchaser obtaining
financing. The total amount of funds required by Purchaser to
consummate the Offer and the Merger (excluding the purchase of Shares
from the AXA Entities pursuant to the Stock Purchase Agreement and
excluding the purchase of Shares which may become subject to the Offer
as a result of the exercise of options after October 3, 2000 and prior
to the Expiration Date) and to pay related fees and expenses is
estimated to be approximately $4.5 billion plus legal and printing
expenses and expenses of the Information Agent, Depositary and certain
other expenses. Purchaser will obtain all necessary funds from CSG or
certain of CSG's subsidiaries. CSG completed, on October 5, 2000, six
separate euromarket offerings of debt securities issued by Credit
Suisse Group Finance (U.S.) Inc., a direct wholly owned subsidiary of
CSG, and guaranteed by CSG. The securities sold
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included senior and subordinated debt securities (the subordinated
securities being guaranteed by CSG on a subordinated basis), at fixed
and floating rates of interest, denominated in U.S. dollars, euro and
sterling. The aggregate net proceeds from these completed offerings
totaled approximately $3.89 billion. Copies of the terms and conditions
of each of these issues of debt securities are filed herewith as
Exhibits (b)(1), (b)(2), (b)(3), (b)(4), (b)(5) and (b)(6) and are
incorporated herein by reference.
In addition, substantially all of the remaining funds
necessary to consummate the Offer and the Merger (excluding the
purchase of Shares from the AXA Entities pursuant to the Stock Purchase
Agreement) will be raised through issuances of commercial paper by
Credit Suisse First Boston, Inc., an indirect wholly owned subsidiary
of CSG."
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented to
include the following information:
In addition to the three litigations described in the Offer to
Purchase, five additional putative class actions regarding the
transaction were filed after the Transaction was announced. The
defendants in these actions are one or more of Donaldson, Lufkin &
Jenrette, Inc., the AXA Entities, Credit Suisse Group, and/or their
respective directors. The plaintiffs are owners of DLJdirect Common
Stock or AXA stock. The complaints allege, among other things, breach
of fiduciary duty. The plaintiffs seek, among other things, class
certification, enjoining of the transaction, damages, and attorneys'
fees and costs. Three of these additional actions were filed in the
Court of Chancery of the State of Delaware in and for New Castle
County. One of these additional actions was filed in the Supreme Court
of the State of New York, in New York County, and the other was filed
in the United States District Court, in the Southern District of New
York.
Item 12. Materials to Be Filed as Exhibits
(a) (14) Press Release issued by CSG on October 6, 2000.
(a) (15) Press Release issued by Credit Suisse Asset Management on
October 6, 2000.
(b) (1) Terms and Conditions of the Pound Sterling 250,000,000 7%
Subordinated Guaranteed Bonds due 2020, offered pursuant to the
Offering Circular of Credit Suisse Group Finance (U.S.) Inc.,
dated October 3, 2000.
(b) (2) Terms and Conditions of the Euro 500,000,000 6.625% Subordinated
Guaranteed Bonds due 2010, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.
(b) (3) Terms and Conditions of the Euro 300,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered
pursuant to the Offering Circular of Credit Suisse Group Finance
(U.S.) Inc., dated October 3, 2000.
(b) (4) Terms and Conditions of the Euro 1,250,000,000 5.75% Guaranteed
Notes due 2005, offered pursuant to the Offering Circular of
Credit Suisse Group Finance (U.S.) Inc., dated October 3, 2000.
(b) (5) Terms and Conditions of the $750,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered
pursuant to the Offering Circular of Credit Suisse Group Finance
(U.S.) Inc., dated October 3, 2000.
(b) (6) Terms and Conditions of the $1,000,000,000 Floating Rate
Guaranteed Notes due 2003, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2000
DIAMOND ACQUISITION CORP.
By /s/ David P. Walker
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Name: David P. Walker
Title: Vice President
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2000
CREDIT SUISSE GROUP
By /s/ Richard E. Thornburgh
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Name: Richard E. Thornburgh
Title: Attorney-in-Fact
By /s/ Joseph T. McLaughlin
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Name: Joseph T. McLaughlin
Title: Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
(a) (1) Offer to Purchase dated September 8, 2000.*
(a) (2) Form of Letter of Transmittal.*
(a) (3) Form of Notice of Guaranteed Delivery. *
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. *
(a) (5) Form of Letter from Brokers, Dealers Commercial Banks, Trust
Companies and Nominees to Clients. *
(a) (6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. *
(a) (7) Summary Advertisement as published in The Wall Street Journal on
September 8, 2000. *
(a) (8) Joint Press Release issued by CSG and the Company on August 30,
2000 (incorporated by reference to exhibit 99.1 of the Schedule
TO-C filed by Credit Suisse Group on August 30, 2000).
(a) (9) 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 (incorporated by
reference to exhibit 99.2 of the Schedule TO-C filed by Credit
Suisse Group on August 31, 2000).
(a) (10) Presentation to analysts on August 31, 2000 (incorporated by
reference to exhibit 99.3 of the Schedule TO-C filed by Credit
Suisse Group on August 31, 2000).
(a) (11) Factsheets describing Donaldson, Lufkin & Jenrette, Inc., Credit
Suisse First Boston, Inc. and Credit Suisse Group (incorporated
by reference to exhibit 99.4 of the Schedule TO-C filed by
Credit Suisse Group on August 31, 2000).
(a) (12) 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 (incorporated by
reference to exhibit 99.5 of the Schedule TO-C filed by Credit
Suisse Group on September 29, 2000).
(a) (13) Press Release issued by Credit Suisse Group on September 29,
2000 (incorporated by reference to exhibit 99.6 of the Schedule
TO-C filed by Credit Suisse Group on September 29, 2000).
(a) (14) Press Release issued by CSG on October 6, 2000.
(a) (15) Press Release issued by Credit Suisse Asset Management on
October 6, 2000.
(b) (1) Terms and Conditions of the Pound Sterling 250,000,000 7%
Subordinated Guaranteed Bonds due 2020, offered pursuant to the
Offering Circular of Credit Suisse Group Finance (U.S.) Inc.,
dated October 3, 2000.
(b) (2) Terms and Conditions of the Euro 500,000,000 6.625% Subordinated
Guaranteed Bonds due 2010, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.
(b) (3) Terms and Conditions of the Euro 300,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered
pursuant to the Offering Circular of Credit Suisse Group Finance
(U.S.) Inc., dated October 3, 2000.
(b) (4) Terms and Conditions of the Euro 1,250,000,000 5.75% Guaranteed
Notes due 2005, offered pursuant to the Offering Circular of
Credit Suisse Group Finance (U.S.) Inc., dated October 3, 2000.
(b) (5) Terms and Conditions of the $750,000,000 Step-up Callable
Floating Rate Subordinated Guaranteed Bonds due 2010, offered
pursuant to the Offering Circular of Credit Suisse Group Finance
(U.S.) Inc., dated October 3, 2000.
(b) (6) Terms and Conditions of the $1,000,000,000 Floating Rate
Guaranteed Notes due 2003, offered pursuant to the Offering
Circular of Credit Suisse Group Finance (U.S.) Inc., dated
October 3, 2000.
(d) (1) Agreement and Plan of Merger, dated as of August 30, 2000, among
CSG, Purchaser and the Company. *
(d) (2) Stock Purchase Agreement, dated as of August 30, 2000, among
CSG, AXA, a corporation organized under the laws of France, AXA
Financial, Inc., a Delaware corporation, The Equitable Life
Assurance Society of the United States, a Delaware corporation,
and AXA Participations Belgium, a corporation organized under
the laws of Belgium. *
(d) (3) Employment Agreement, dated as of August 30, 2000, between
Credit Suisse First Boston Corp. and Joe L. Roby (incorporated
by reference to exhibit (e)(4) to the Schedule 14D-9 of the
Company filed on September 8, 2000).
(d) (4) Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corp. and Hamilton E James (incorporated by reference to
exhibit (e)(5) to the Schedule 14D-9 of the Company filed on
September 8, 2000).
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* Incorporated by reference to the Schedule TO filed by Credit Suisse Group and
Diamond Acquisition Corp. on September 8, 2000.
