As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Donaldson, Lufkin & Jenrette, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-1898818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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277 Park Avenue
New York, New York 10172
(212) 892-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Michael A. Boyd
Senior Vice President and General Counsel
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
(212) 892-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Deanna L. Kirkpatrick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed Maximum Amount of
Title of Each Class of Amount to be Maximum Aggregate Registration
Securities to be Registered(1) Registered Offering Price(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities, Subordinated Debt Securities, $3,000,000,000(2)(3)(4) 100% $3,000,000,000 $792,000
Preferred Stock and Warrants .................
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o), exclusive of accrued interest and dividends, if any.
(2) Such indeterminable number or amount of Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock and Warrants of the
registrant as may from time to time be issued at indeterminable prices.
This Registration Statement also includes such indeterminable number or
amount of Senior Debt Securities, Subordinated Debt Securities and
Preferred Stock as may be issued from time to time upon conversion or
exchange of the securities being registered hereunder.
(3) Such amount in U.S. dollars or the equivalent in foreign denominated
currency or currency units or, if any Senior Debt Securities or
Subordinated Debt Securities are issued at original issue discount, such
greater amount as shall result in an aggregate initial offering price of
$3,000,000,000.
(4) This Registration Statement also relates to offers and sales of Senior
Debt Securities, Subordinated Debt Securities, Preferred Stock and
Warrants and in connection with market-making transactions by and through
affiliates of the registrant, including Donaldson, Lufkin & Jenrette
Securities Corporation.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended (the "Securities Act") or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to $95 million of
securities registered and remaining unissued under Registration Statement
333-53499 previously filed by the Registrant, in respect of which $28,025.00 has
been paid to the Commission as a filing fee and $39.8 million of securities
registered and remaining unissued under Registration Statement 333-73405
previously filed by the Registrant, in respect of which $11,064.40 has been paid
to the Commission as a filing fee.
===============================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2000
PROSPECTUS
, 2000
$3,134,800,000
Donaldson, Lufkin & Jenrette, Inc.
Debt Securities
Preferred Stock
Warrants
-----------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to confirm sales of any securities unless
it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. NOR HAVE THEY MADE, NOR WILL THEY MAKE, ANY
DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Donaldson, Lufkin & Jenrette
<PAGE>
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TABLE OF CONTENTS
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Page
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About This Prospectus........................................................3
Where You Can Find More Information..........................................3
Use of Proceeds..............................................................4
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Preferred Stock Dividends...................................4
Donaldson, Lufkin & Jenrette, Inc............................................4
Description of Debt Securities...............................................5
Description of Preferred Stock..............................................13
Description of Warrants.....................................................16
ERISA.......................................................................19
Plan of Distribution........................................................19
Legal Matters...............................................................20
Experts.....................................................................21
2
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $3,134,800,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities:
o our Annual Report on Form 10-K for the year ended December 31, 1998
o our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999 and
o our Current Reports on Form 8-K filed on January 12, 1999, January
25, 1999, March 16, 1999, March 18, 1999, April 22, 1999, April 23,
1999, July 23, 1999, October 14, 1999 and January 21, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
Donaldson Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Attention: Corporate Secretary
Tel: (212) 892-3000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of these documents.
We have filed or incorporated by reference exhibits with this registration
statement that include the form of proposed underwriting agreement and
indenture. You should read the exhibits carefully for provisions that may be
important to you.
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USE OF PROCEEDS
Unless we tell you otherwise in a prospectus supplement, we will use the
proceeds from the sale of these securities for general corporate purposes,
including refinancing existing indebtedness. We may also invest the proceeds
temporarily in short-term securities.
RATIOS OF EARNINGS
TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth DLJ's ratios of earnings to fixed charges
and earnings to combined fixed charges and preferred stock dividends for the
periods indicated.
<TABLE>
Nine Months Ended
Years Ended December 31, September 30,
------------------------------------ -----------------
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............. 1.10 1.11 1.16 1.16 1.13 1.19
Ratio of earnings to combined fixed charges
and preferred stock dividends............... 1.09 1.10 1.16 1.16 1.13 1.18
</TABLE>
For the purpose of calculating the above ratios:
o earnings consist of income before provision for income taxes and
fixed charges and
o fixed charges consist of interest expense and one-third of rental
expense which we deem representative of an interest factor.
DONALDSON, LUFKIN & JENRETTE, INC.
DLJ is a leading integrated investment and merchant bank that serves
institutional, corporate, governmental and individual clients both domestically
and internationally. DLJ is a holding company which conducts its business
through various subsidiaries including its principal broker-dealer subsidiary,
Donaldson, Lufkin & Jenrette Securities Corporation. DLJ's business includes
securities underwriting, sales and trading, merchant banking, financial
advisory services, investment research, correspondent brokerage services and
asset management.
Founded in 1959, DLJ initially focused on providing in-depth investment
research to institutional investors. In 1970, DLJ became the first member firm
of the New York Stock Exchange to be owned publicly. Fifteen years later,
Equitable Life Assurance Society of the United States purchased DLJ. Until our
initial public offering in October 1995, we were an independently operated
indirect wholly-owned subsidiary of AXA Financial Inc. ("AXF," formerly The
Equitable Companies Incorporated). At December 31, 1999, AXF owned 70.3% of our
outstanding common stock. AXF is a diversified financial services organization
and one of the world's largest investment management organizations. AXA, a
French holding company for an international group of insurance and related
financial services companies, is AXF's largest stockholder, beneficially
owning, at December 31, 1999, approximately 58.0% of AXF's outstanding common
stock. In addition, at December 31, 1999, AXA directly owned an additional 1.5%
of our outstanding common stock.
We currently employ approximately 10,200 people worldwide and maintain
offices in 13 cities in the United States and 16 cities in Europe, Latin
America and Asia.
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Our principal executive offices are located at 277 Park Avenue, New York,
NY 10172 and our telephone number is (212) 892-3000.
All references to "we," "us" or "DLJ" in this prospectus are to Donaldson,
Lufkin & Jenrette, Inc.
DESCRIPTION OF DEBT SECURITIES
We may issue either senior debt securities or subordinated debt
securities. Senior debt securities and subordinated debt securities will be
issued in one or more series under either the senior indenture or the
subordinated indenture between us and The Chase Manhattan Bank, as Trustee. In
the following discussion, we sometimes refer to the two indentures as the
"indentures".
This prospectus briefly outlines the provisions of the indentures. The
indentures have been filed as exhibits to the registration statement and you
should read the indentures for provisions that may be important to you. The
indentures are substantially identical except for the subordination and
negative pledge provisions described below.
DLJ is a holding company and depends upon the earnings and cash flow of
its subsidiaries to meet its obligations under the debt securities. Since the
creditors of any of DLJ's subsidiaries would generally have a right to receive
payment that is superior to DLJ's right to receive payment from the assets of
that subsidiary, holders of DLJ's debt securities will be effectively
subordinated to creditors of DLJ's subsidiaries. In addition, the Securities
Exchange Act and the New York Stock Exchange impose net capital requirements on
some of our subsidiaries which limit their ability to pay dividends and make
loans and advances to DLJ.
In the summary below, we have included references to section numbers of
the indentures so that you can easily locate these provisions.
Issuances in Series
The indentures do not limit the amount of debt we may issue. We may issue
the debt securities in one or more series with the same or various maturities,
at a price of 100% of their principal amount or at a premium or a discount. The
debt securities will not be secured by any of DLJ's property or assets.
The prospectus supplement relating to any series of debt securities being
offered will contain the specific terms relating to the offering. These terms
will include some or all of the following:
o whether the debt securities are senior or subordinated
o the total principal amount of the debt securities
o the percentage of the principal amount at which the debt securities
will be issued and whether the debt securities will be "original
issue discount" securities for U.S. federal income tax purposes. If
we issue original issue discount debt securities (securities that are
issued at a substantial discount below their principal amount because
they pay no interest or pay interest that is below market rates at
the time of issuance), we will describe the special United States
federal income tax and other considerations of a purchase of original
issue discount debt securities in the prospectus supplement
o the date or dates on which principal will be payable and whether the
debt securities will be payable on demand by the holders on any date
o the manner in which we will calculate payments of principal, premium
or interest and whether any payment will be fixed or based on an
index or formula or the value of another security, commodity or other
asset
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o the interest payment dates
o optional or mandatory redemption terms
o authorized denominations, if other than $1,000 and integral multiples
of $1,000
o the terms on which holders of the debt securities may convert or
exchange these securities into or for stock or other securities of
DLJ or another entity and any specific terms relating to the
conversion or exchange feature
o the currency in which the debt securities will be denominated or
principal, premium or interest will be payable, if other than U.S.
dollars
o whether the debt securities are to be issued as individual
certificates to each holder or in the form of global securities held
by a depositary on behalf of holders
o information describing any book-entry features
o whether and under what circumstances we will pay additional amounts
on any debt securities held by a person who is not a United States
person for tax purposes and whether we can redeem the debt securities
if we have to pay additional amounts
o the names and duties of any co-trustees, depositories, authenticating
agents, paying agents, transfer agents or registrars for any series
o any other terms consistent with the above
Payment and Transfer
We will issue debt securities only as registered securities, which means
that the name of the holder will be entered in a register which will be kept by
the Trustee or another agent of DLJ. Unless we state otherwise in a prospectus
supplement, we will make principal and interest payments at the office of the
paying agent or agents we name in the prospectus supplement or by mailing a
check to you at the address we have for you in the register.
Unless we describe other procedures in a prospectus supplement, you will
be able to transfer registered debt securities at the office of the transfer
agent or agents we name in the prospectus supplement. You may also exchange
registered debt securities at the office of the transfer agent for an equal
aggregate principal amount of registered debt securities of the same series
having the same maturity date, interest rate and other terms as long as the
debt securities are issued in authorized denominations.
Neither DLJ nor the Trustee will impose any service charge for any
transfer or exchange of a debt security, however, we may ask you to pay any
taxes or other governmental charges in connection with a transfer or exchange
of debt securities.
Book Entry System
We may issue debt securities under a book-entry system in the form of one
or more global securities. We will register the global securities in the name
of a depositary or its nominee and deposit the global securities with that
depositary. Unless we state otherwise in the prospectus supplement, The
Depository Trust Company, New York, New York will be the depositary if we use a
depositary.
DTC has advised us as follows:
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o DTC is
o a limited purpose trust company organized under the laws of the
State of New York
o a "banking organization" within the meaning of the New York
banking law
o a member of the Federal Reserve System
o a "clearing corporation" within the meaning of the New York
Uniform Commercial Code
o a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.
o DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions
among its participants through electronic book entry changes in
accounts of its participants, eliminating the need for physical
movements of securities certificates
o DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and others, some of whom own
DTC.
o Access to DTC's book-entry system is also available to others that
clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Following the issuance of a global security in registered form, the
depositary will credit the accounts of its participants with the debt
securities upon our instructions. Only persons who hold directly or indirectly
through financial institutions that are participants in the depositary can hold
beneficial interests in the global securities. Since the laws of some
jurisdictions require certain types of purchasers to take physical delivery of
such securities in definitive form, you may encounter difficulties in your
ability to own, transfer or pledge beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a
global security, DLJ and the trustee will treat the depositary as the sole
owner or holder of the debt securities for purposes of the applicable
indenture. Therefore, except as set forth below, you will not be entitled to
have debt securities registered in your name or to receive physical delivery of
certificates representing the debt securities. Accordingly, you will have to
rely on the procedures of the depositary and the participant in the depositary
through whom you hold your beneficial interest in order to exercise any rights
of a holder under the indenture. DLJ understands that under existing practices,
the depositary would act upon the instructions of a participant or authorize
that participant to take any action that a holder is entitled to take.
DLJ will make all payments of principal, premium and interest on the debt
securities to the depositary. DLJ expects that the depositary will then credit
participants' accounts proportionately with these payments on the payment date
and that the participants will in turn credit their customers in accordance
with their customary practices. Neither DLJ nor the trustee will be responsible
for making any payments to participants or customers of participants or for
maintaining any records relating to the holdings of participants and their
customers and you will have to rely on the procedures of the depositary and its
participants.
Global securities are generally not transferrable. DLJ will issue physical
certificates to beneficial owners of a global security if:
o the depositary notifies DLJ that it is unwilling or unable to
continue as depositary and DLJ does not appoint a successor within 90
days
o the depositary ceases to be a clearing agency registered under the
Exchange Act and DLJ does not appoint a successor within 90 days
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<PAGE>
o DLJ decides in its sole discretion that it does not want to have the
debt securities of that series represented by global securities
Subordination
When we use the term "designated senior indebtedness" we mean any senior
indebtedness which we specifically designated as "designated senior
indebtedness" in the instrument or agreement under which that senior
indebtedness was issued and which has an outstanding balance greater than $50
million.
When we use the term "senior indebtedness" we mean
o any money we have borrowed (other than money we owe to any of our
subsidiaries)
o any money borrowed by someone else where we have assumed or
guaranteed their obligations, directly or indirectly
o any letters of credit and acceptances made by banks on our behalf
o indebtedness that we have incurred or assumed in connection with the
acquisition of any property
The subordinated indenture provides that DLJ cannot:
o make any payments of principal, premium or interest on the
subordinated debt securities
o acquire any subordinated debt securities or
o defease any subordinated debt securities
if
o any designated senior indebtedness or other senior indebtedness in an
aggregate principal amount of more than $10.0 million has become due
either on maturity or as a result of acceleration or otherwise and
the principal, premium and interest on that designated senior
indebtedness or other senior indebtedness has not yet been paid in
full by DLJ or
o DLJ has defaulted in the payment of any principal, premium or
interest on any designated senior indebtedness or other senior
indebtedness in an aggregate principal amount of more than $10.0
million at the time the payment was due, unless and until the payment
default is cured by DLJ or waived by the holders of the designated
senior indebtedness or other senior indebtedness.
In addition, if there is a default on any senior indebtedness other than a
default by DLJ in the payment of principal, premium or interest and that
default would allow the holders of the senior indebtedness to accelerate the
senior indebtedness so that it would become immediately due and payable at that
time or in the future, then we may not be allowed to make any payments of
principal, premium or interest on the subordinated debt securities. This will
happen automatically if the default on the senior indebtedness is due to the
acceleration of any of the subordinated debt securities issued under the
subordinated indenture, otherwise in order for this to happen
o the holders of a majority in principal amount of the designated
senior indebtedness have to notify us or the trustee for the
subordinated debt securities that the default has occurred or
o the holders of a majority in principal amount of all the senior
indebtedness (if there is no designated senior indebtedness
outstanding) have to so notify us or the trustee
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However, if the senior indebtedness is not accelerated within 180 days
after notice was given, then we will have to pay the holders of the
subordinated debt securities all of the money that they would have been paid
during the 180 day payment blockage period and resume making regular payments
on the subordinated debt securities. Only one payment blockage period can
commence in any 360 day period, even if we or the trustee receive more than one
notice. A default that existed upon the commencement of one payment blockage
period cannot be the reason for starting a second payment blockage period
unless we cured (or the holders of the senior indebtedness waived) the original
default for a period of at least 90 days.
If we make any payment to the trustee or the holders of the subordinated
debt securities when we weren't supposed to make the payment because of a
payment blockage period, then the trustee or the holders will have to repay
that money to the holders of the senior indebtedness.
If DLJ is liquidated, the holders of the senior indebtedness will be
entitled to receive payment in full for principal, premium and interest on the
senior indebtedness before the holders of subordinated debt securities receive
any assets of DLJ. As a result, holders of subordinated debt securities may
receive a smaller proportion of DLJ's assets in bankruptcy or liquidation than
holders of senior indebtedness.
Even if the subordination provisions prevent DLJ from making any payment
when due on the subordinated debt securities, DLJ will be in default on its
obligations under the subordinated indenture if it does not make the payment
when due. This means that the trustee and the holders of subordinated debt
securities can take action against DLJ, but they won't receive any money until
the claims of the senior indebtedness have been fully satisfied.
The subordinated indenture allows the holders of senior indebtedness to
obtain specific performance of the subordination provisions from DLJ or any
holder of subordinated debt securities.
Negative Pledge
DLJ has agreed in the senior indenture for the benefit of the holders of
the senior debt securities that DLJ and any successor to DLJ will not create,
assume, incur or guarantee any indebtedness which is secured by any pledge,
lien or other encumbrance (except as permitted below) on the voting stock of
Donaldson, Lufkin & Jenrette Securities Corporation (or any successor to all or
substantially all of its business) unless we secure the senior debt securities
to the same extent as that indebtedness. Any subsidiary of ours in which we
have an interest, directly or indirectly, of more than 50% is also prohibited
from pledging any voting stock of DLJSC. However, the senior indenture permits
liens on the voting stock of DLJSC (or any successor to all or substantially
all of its business) without securing the senior debt securities if the liens
arise because of
o claims against DLJ for taxes or other governmental charges that we
are contesting in good faith or which are for less than $2 million
o legal proceedings which we are contesting in good faith or which
involve claims against us for less than $2 million
o deposits to secure (or in place of any) surety, appeals or customs
bonds or
o any other reason if DLJ's board of directors determines that the lien
will not materially detract from or interfere with the present value
or control by DLJ of the voting stock subject to the lien
Consolidation, Merger or Sale
We have agreed not to consolidate with or merge into any other person or
convey or transfer substantially all of our properties and assets to any
person, unless
o we are the continuing person or
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o the successor is a corporation organized under the laws of the United
States or any U.S. jurisdiction and that successor corporation
expressly assumes by a supplemental indenture the due and punctual
payment of the principal of and any premium and interest on all the
debt securities and the performance of every covenant in the
indenture that we would otherwise have to perform.
In either case, we will also have to deliver a certificate to the trustee
stating that after giving effect to the merger there will not be any defaults
under the applicable indenture and an opinion of counsel stating that the
merger and the supplemental indenture comply with these provisions and that the
supplemental indenture is a legal, valid and binding obligation of the
successor corporation. (Section 5.01)
Modification of the Indenture
In general, our rights and obligations and the rights of the holders under
the indenture may be modified if the holders of a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
the modification consent to it. However, Section 9.02 of each indenture
provides that, unless each affected holder agrees, we cannot
o make any adverse change to any payment term of a debt security such as
o extending the maturity date
o extending the date on which we have to pay interest or make a
sinking fund payment
o reducing the interest rate
o reducing the amount of principal we have to repay
o changing the currency in which we have to make any payment of
principal, premium or interest
o modifying any redemption or repurchase right to the detriment of
the holder
o modifying any right to convert or exchange the debt securities
for another security to the detriment of the holder
o impairing any right of a holder to bring suit for payment
o reduce the percentage of the aggregate principal amount of debt
securities needed to make any amendment to the indenture or to waive
any covenant or default
o waive any payment default
o make any change to Section 9.02 of either indenture
However, if DLJ and the trustee agree, we can amend the indenture without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
Events of Default
When we use the term "event of default" in the indenture, here are some
examples of what we mean.
Unless otherwise specified in a prospectus supplement, an event of default
with respect to a series of debt securities occurs if:
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o we fail to pay the principal or any premium on any debt security of
that series when due
o we fail to pay interest when due on any debt security of that series
for 30 days
o we fail to perform any other covenant in the indenture and this
failure continues for 60 days after we receive written notice of it
from the Trustee or from the holders of 25% in principal amount of
the outstanding debt securities of such series
o a creditor commences involuntary bankruptcy, insolvency or similar
proceedings against DLJ or Donaldson, Lufkin & Jenrette Securities
Corporation and we are unable to obtain a stay or a dismissal of that
proceeding within 60 days
o we or DLJSC voluntarily seek relief under bankruptcy, insolvency or
similar laws or a court enters an order for relief against DLJ or
DLJSC under these laws
o an event of default occurs under any of DLJ's indentures or debt
agreements under which we owe more than $25 million and the amount
that we owe is accelerated if that acceleration is not rescinded
within 10 days after we get notice from the trustee or 25% in
principal amount of the outstanding debt securities under the
indenture
o we default on any payment at maturity (after taking into account any
grace period) on any of our outstanding debt of more than $25 million
and that default continues for more than 10 days after we get notice
from the trustee or the holders of 25% in principal amount of the
outstanding debt securities under the indenture.
The supplemental indenture or the form of security for a particular series
of debt securities may include additional events of default or changes to the
events of default described above. For any additional or different events of
default applicable to a particular series of debt securities, see the
prospectus supplement relating to such series.
The Trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers such
withholding of notice to be in the best interests of the holders. By default we
mean any event which is an event of default described above or would be an
event of default but for the giving of notice or the passage of time. (Section
7.05)
If an event of default occurs and continues, the Trustee or the holders of
the aggregate principal amount of the debt securities specified below may
require us to repay immediately (or "accelerate"):
o the entire principal of the debt securities of such series or
o if the debt securities are original issue discount securities, such
portion of the principal as may be described in the applicable
prospectus supplement. (Section 6.02)
If the event of default occurs because we defaulted in a payment of
principal or interest on the debt securities, then the Trustee or the holders
of at least 25% of the aggregate principal amount of debt securities of that
series can accelerate that series of debt securities. If the event of default
occurs because we failed to perform any other covenant in the Indenture or any
covenant that we agreed to for the benefit of one or more series of debt
securities, then the Trustee or the holders of at least 25% of the aggregate
principal amount of debt securities of all series affected, voting as one
class, can accelerate all of the affected series of debt securities. If the
event of default occurs because we become involved in bankruptcy proceedings
then all of the debt securities under the indenture will be accelerated
automatically. If the event of default occurs because we defaulted on some of
our other indebtedness or because that indebtedness becomes accelerated as
described above, then the Trustee or the holders of at least 25% of the
aggregate principal amount of the debt securities outstanding under the
indenture, voting as one class, can
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accelerate all of the debt securities outstanding under the indenture.
Therefore, except in the case of a default by us on a payment of principal or
interest on the debt securities of your series or a default due to our
bankruptcy or insolvency, it is possible that you may not be able to accelerate
the debt securities of your series because of the failure of holders of other
series to take action.
The holders of a majority of the aggregate principal amount of the debt
securities of all affected series, voting as one class, can rescind this
accelerated payment requirement or waive any past default or event of default
or allow us to not comply with any provision of the indenture. However, they
cannot waive a default in payment of principal of, premium, if any, or interest
on, any of the debt securities. (Section 6.04)
Other than its duties in case of a default, the Trustee is not obligated
to exercise any of its rights or powers under the indenture at the request,
order or direction of any holders, unless the holders offer the Trustee
reasonable indemnity. (Section 7.02) If they provide this reasonable indemnity,
the holders of a majority in principal amount of all affected series of debt
securities, voting as one class, may direct the time, method and place of
conducting any proceeding or any remedy available to the Trustee, or exercising
any power conferred upon the Trustee, for any series of debt securities.
(Section 6.05)
We are not required to provide the Trustee with any certificate or other
document saying that we are in compliance with the indenture or that there are
no defaults.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the Trustee sufficient cash
or U.S. government securities to pay the principal, interest, any premium and
any other sums due to the stated maturity date or a redemption date of the debt
securities of a particular series, then at our option:
o we will be discharged from our obligations with respect to the debt
securities of such series or
o we will no longer be under any obligation to comply with the
restrictive covenants contained in the indenture, and the Events of
Default relating to failures to comply with covenants will no longer
apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration
of transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Instead the holders will only be able to rely on the
deposited funds or obligations for payment.
We must deliver to the Trustee an opinion of counsel to the effect that
the deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for Federal income tax purposes.
We must also deliver a ruling to such effect received from or published by the
United States Internal Revenue Service if we are discharged from our
obligations with respect to the debt securities.
Concerning the Trustee
The Chase Manhattan Bank has loaned money to us and provided other
services to us in the past and may do so in the future as a part of its regular
business.
Governing Law
The laws of the State of New York will govern the indentures and the debt
securities.
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DESCRIPTION OF PREFERRED STOCK
DLJ's authorized capital stock consists of 1,500,000,000 shares of common
stock, par value $0.10 per share, and 50,000,000 shares of preferred stock, par
value $0.01 per share.
As of December 31, 1999, DLJ had 126,014,091 shares of common stock,
4,000,000 shares of Series A Fixed Adjustable Rate Preferred Stock and
3,500,000 shares of Series B Fixed Adjustable Rate Preferred Stock outstanding.
In addition to the summary description of our capital stock below, you should
refer to DLJ's Certificate of Incorporation and Bylaws for provisions which may
be important to you. We have filed copies of our Certificate of Incorporation
and Bylaws with the SEC.
Preferred Stock
DLJ's board of directors have the authority to issue the preferred stock
in one or more series and to fix the terms of any series without any further
vote or action by the holders of DLJ's Common Stock. In addition, we do not
need the approval of the holders of the Series A or Series B preferred stock to
issue any preferred stock that ranks equal or junior to the Series A and Series
B preferred stock.
We will describe the terms of any series of preferred stock that we issue
in a prospectus supplement. These terms may include:
o the number of shares, purchase price and ranking in comparison to
other series of preferred stock that DLJ has issued
o the liquidation preference payable on each share in the event of
DLJ's voluntary or involuntary liquidation, dissolution or winding up
o the dividend rate, if any, which may be determined through a formula
that we will describe in the prospectus supplement for that preferred
stock
o the dividend payment dates
o the date or dates, if any, on which DLJ can redeem the shares (and
whether DLJ has agreed to set aside any money for the redemption of
the shares) and the date or dates, if any, on which a holder can ask
DLJ for repayment
o the redemption or repayment price, which may be determined through a
formula that we will describe in the prospectus supplement for that
preferred stock
o any voting rights
o whether the preferred stock has any preemptive rights, which means a
first right to buy any new issuances of any of our securities
o the currency, if other than U.S. dollars, in which we will pay
dividends or any redemption or repayment price
o whether the preferred stock is exchangeable or convertible into other
securities (including securities of an issuer other than DLJ or DLJ's
affiliates)
o the transfer agent and registrar for the preferred stock
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o any other terms
All of DLJ's preferred stock will be fully paid and non-assessable when
issued, which means that the holders have paid their purchase price in full and
that DLJ does not have the right to ask them to pay any more money. DLJ will
pay dividends on all shares of its preferred stock before it pays dividends on
its Common Stock. In addition, if DLJ is liquidated, DLJ will be required to
pay the liquidation preference on all of its shares of preferred stock before
holders of its Common Stock would be entitled to any of DLJ's assets. Unless we
state otherwise in a prospectus supplement, DLJ will not be permitted to pay
dividends or liquidation preference on any series of preferred stock in
preference to payments on any other series of preferred stock.
Series A and Series B Fixed Adjustable Rate Preferred Stock
o We have issued 4,000,000 shares of Series A preferred stock and
3,500,000 shares of Series B preferred stock.
o Liquidation Preference: Both series of preferred stock have
liquidation preferences of $50 per share.
o Preemptive Rights: None.
o Conversion or Exchange Rights: None.
o Fully Paid and Non-assessable: Our Series A and Series B preferred
stock is fully paid and non- assessable.
o Series A Dividend Rates:
o Through November 30, 2001, we must pay dividends to the holders
of our Series A preferred stock at the annual rate of 5.94% or
$2.97 per share.
o After November 30, 2001, the dividends that we will pay to
holders of the Series A preferred stock will vary, as described
in the terms of the Series A preferred stock. We will calculate
the annual rate that we will pay by adding 0.50% to the highest
of three different interest rates. One of these rates is the
United States 3 month treasury bill rate and the other two rates
are based on the rates for ten year and thirty year United
States treasury bonds. We define these rates as the Treasury
Bill Rate, the Ten Year Constant Maturity Rate, and the Thirty
Year Constant Maturity Rate, and you can find a detailed
description of each of these rates in the terms of the Series A
preferred stock.
o Unless the United States government amends the Internal Revenue
Code as described below under "Changes in Dividends Received
Percentage," we will never pay the holders of our Series A
preferred stock an annual rate of less than 6.44% or greater
than 12.44% after November 30, 2001.
o Series B Dividend Rates:
o Through January 15, 2003, we must pay dividends to the holders
of our Series B preferred stock at the annual rate of 5.30% or
$2.65 per share.
o After January 15, 2003, we will calculate the annual rate that
we will pay by adding 0.40% to the highest of the three
different interest rates we described above for the Series A
preferred stock.
o Unless the United States government changes the Internal Revenue
Code as described below under "Changes in Dividends Received
Percentage," we will never pay the holders of our Series B
preferred stock an annual rate of less than 5.70% or greater
than 11.30% after January 15, 2003.
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o Changes in the Dividends Received Percentage
o The Internal Revenue Code provides that corporations are
entitled to deduct from their net income 70% of the dividend
payments that they receive. Therefore, corporations are taxed on
only 30% of the dividends that they receive.
o If the United States government changes the Internal Revenue
Code to reduce the percentage of dividends received that a
corporation can deduct below 70%, we will have to increase the
dividend that we pay to holders of the Series A preferred stock
based on a formula so that the holders of the Series A preferred
stock receive the same effective dividend. If the United States
government reduces the percentage of dividends received that a
corporation can deduct below 50%, we can redeem all of the
Series A preferred stock but not just a portion.
o Voting Rights
o Preferred shareholders do not have the right to vote, except
where required by law and in the special cases listed below.
o If we do not pay six quarterly dividends on either the Series A
or Series B preferred stock, we will increase the number of our
directors by two. The holders of our Series A or Series B
preferred stock (together with any other series of preferred
stock ranking equally with the Series A and Series B preferred
stock and entitled to the same special voting rights) will have
the right to elect two directors to fill the newly created
directorships.
o At least 66 2/3% of the outstanding shares of the Series A or
Series B preferred stock must approve any amendment to our
certificate of incorporation which will adversely affect the
powers, preferences, privileges or rights of that series.
o At least 66 2/3% of the outstanding shares of the Series A and
Series B preferred stock (voting as a single class) must approve
any issuance, authorization or increase in the authorized amount
of any preferred stock, or obligation or security convertible
into or evidencing the right to buy preferred stock, that ranks
prior to the Series A and Series B preferred stock. We need to
get the same approval to reclassify any of our authorized stock
into shares which rank prior to the Series A and Series B
preferred stock.
o We do not need the approval of the holders of the Series A or
Series B preferred stock to take any of the actions discussed
above with respect to our any stock ranking equally or junior to
our preferred stock.
o Redemption
o Prior to November 30, 2001, we may not redeem the Series A
preferred stock unless the United States government reduces the
percentage of dividends received that a corporation can deduct
below 50%. If the United States government reduces the
percentage of dividends received that a corporation can deduct
below 50%, we may redeem all of the Series A preferred stock,
but we may not redeem only a portion of the Series A preferred
stock. The redemption price will vary between $51.50 and $50 per
share, depending on the redemption date, plus accrued and unpaid
dividends. On or after November 30, 2001, we may redeem any
amount of Series A preferred stock by paying the holder of the
shares $50 per share plus accrued and unpaid dividends.
o Prior to January 15, 2003, we may not redeem the Series B
preferred stock. On or after January 15, 2003, we may redeem any
amount of Series B preferred stock by paying the holder of the
shares $50 per share plus accrued and unpaid dividends.
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o In cases of merger or consolidation, we may offer to purchase
the Series A or Series B preferred shares for $50 per share plus
any unpaid and accrued dividends to the time set for redemption.
However, we are not obligated to offer to purchase any preferred
stock in the event of a merger or consolidation.
o Listing
o We listed the Series A preferred stock on the New York Stock
Exchange under the symbol "DLJpfA."
o We listed the Series B preferred stock on the New York Stock
Exchange under the symbol "DLJpfB."
DESCRIPTION OF WARRANTS
General
We may issue warrants, including warrants to purchase debt securities,
warrants to purchase preferred stock as well as other types of warrants.
Warrants may be issued independently or together with any debt securities or
preferred stock and may be attached to or separate from such debt securities or
preferred stock. Each series of warrants will be issued under a separate
warrant agreement to be entered into between DLJ and a warrant agent. The
following sets forth certain general terms and provisions of the warrants
offered hereby. Further terms of the warrants and applicable warrant agreement
will be set forth in the applicable prospectus supplement.
Warrants to Purchase Debt Securities
The applicable prospectus supplement will describe the following terms of
the warrants to purchase debt securities in respect of which this prospectus is
being delivered:
o the title of such warrants
o the aggregate number of such warrants
o the price or prices at which such warrants will be issued
o the currency or currencies (including composite currencies) in which
the price of such warrants may be payable
o the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of such warrants
o the price at which and currency or currencies (including composite
currencies) in which the debt securities purchasable upon exercise of
such warrants may be purchased
o the date on which the right to exercise such warrants shall commence
and the date on which such right shall expire
o if applicable, the minimum or maximum amount of such warrants that
may be exercised at any one time
o if applicable, the designation and terms of the debt securities or
preferred stock with which such warrants are issued and the number of
such warrants issued with each such debt security or share of
preferred stock
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o if applicable, the date on and after which such warrants and the
related debt securities, common stock or preferred stock will be
separately transferable
o information with respect to book-entry procedures, if any
o if applicable, a discussion of certain United States Federal income
tax considerations and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange or exercise of such warrants
Warrants to Purchase Preferred Stock
We may issue warrants to purchase preferred stock. The applicable
prospectus supplement will describe the following terms of any such warrants in
respect of which this prospectus is being delivered:
o the title of such warrants
o the aggregate number of such warrants
o the price or prices at which such warrants will be issued
o the currency or currencies (including composite currencies) in which
the price of such warrants may be payable
o the securities purchasable upon exercise of such warrants
o the price at which and the currency or currencies (including
composite currencies) in which the securities purchasable upon
exercise of such warrants may be purchased
o the date on which the right to exercise such warrants shall commence
and the date on which such right shall expire
o if applicable, the minimum or maximum amount of such warrants which
may be exercised at any one time
o if applicable, the designation and terms of the debt securities or
preferred stock with which such warrants are issued and the number of
such warrants issued with each such debt security or share of
preferred stock
o if applicable, the date on and after which such warrants and the
related debt securities or preferred stock will be separately
transferable
o information with respect to book-entry procedures, if any
o if applicable, a discussion of certain United States Federal income
tax considerations and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants
Other Warrants
We may also issue other warrants to purchase or sell, on terms to be
determined at the time of sale,
o securities of any entity unaffiliated with DLJ, a basket of such
securities, an index or indices of such securities or any combination
of the foregoing
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o currencies or composite currencies or
o commodities
We may satisfy our obligations, if any, with respect to any such warrants
by delivering the underlying securities, currencies or commodities or, in the
case of underlying securities or commodities, the cash value thereof, as set
forth in the applicable prospectus supplement. The applicable prospectus
supplement will describe the following terms of any such warrants in respect of
which this prospectus is being delivered:
o the title of such warrants
o the aggregate number of such warrants
o the price or prices at which such warrants will be issued
o the currency or currencies (including composite currencies) in which
the price of such warrants may be payable
o whether such warrants are put warrants or call warrants
o (a) the specific security, basket of securities, index or indices of
securities or any combination of the foregoing and the amount
thereof, (b) currencies or composite currencies or (c) commodities
(and, in each case, the amount thereof or the method for determining
the same) purchasable or saleable upon exercise of such warrants
o the purchase price at which and the currency or currencies (including
composite currencies) with which such underlying securities,
currencies or commodities may be purchased or sold upon such exercise
(or the method of determining the same)
o whether such exercise price may be paid in cash, by the exchange of
any other security offered with such warrants or both and the method
of such exercise
o whether the exercise of such warrants is to be settled in cash or by
the delivery of the underlying securities or commodities or both
o the date on which the right to exercise such warrants shall commence
and when such right shall expire
o if applicable, the minimum or maximum number of such warrants that
may be exercised at any one time
o if applicable, the designation and terms of the securities with which
such warrants are issued and the number of warrants issued with each
such security
o if applicable, the date on and after which such warrants and the
related securities will be separately transferable
o information with respect to book-entry procedures, if any
o if applicable, a discussion of certain United States Federal income
tax considerations and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants
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ERISA
DLJ and certain of its subsidiaries, controlling shareholders and other
affiliates may each be considered a "party in interest" within the meaning of
the Employee Retirement Income Security Act of 1974, as amended, or a
"disqualified person" within the meaning of the Code with respect to many
employee benefit plans. Prohibited transactions within the meaning of ERISA or
the Code may arise, for example, if these securities are acquired by or with
the assets of a pension or other employee benefit plan with respect to which
one of these entities is a service provider, unless the securities are acquired
pursuant to an exemption from the prohibited transaction rules.
The acquisition of the securities may be eligible for one of the
exemptions noted below if the acquisition:
o is made solely with the assets of a bank collective investment fund
and satisfies the requirements and conditions of Prohibited
Transaction Class Exemption (PTCE) 91-38 issued by the Department of
Labor
o is made solely with assets of an insurance company pooled separate
account and satisfies the requirements and conditions of PTCE 90-1
issued by the DOL
o is made solely with assets managed by a qualified professional asset
manager and satisfies the requirements and conditions of PTCE 84-14
issued by the DOL
o is made solely with assets of a governmental plan (as defined in
Section 3(32) of ERISA) which is not subject to the provisions of
Section 401 of the Code
o is made solely with assets of an insurance company general account
and satisfies the requirements and conditions of PTCE 95-60 issued by
the DOL or
o is made solely with assets managed by an in-house asset manager and
satisfies the requirements and conditions of PTCE 96-23 issued by the
DOL.
Under ERISA, the assets of a pension or other employee benefit plan may
include assets held in the general account of an insurance company which has
issued an insurance policy to that plan or assets of an entity in which the
plan has invested. Thus, any insurance company, pension or employee benefit
plan or entity holding assets of such a plan proposing to invest in the
securities should consult with its legal counsel prior to such investment.
PLAN OF DISTRIBUTION
We may sell our securities through agents, underwriters, dealers or
directly to purchasers.
Agents who we designate may solicit offers to purchase our securities.
o We will name any agent involved in offering or selling our
securities, and any commissions that we will pay to the agent, in our
Prospectus Supplement.
o Unless we indicate otherwise in our Prospectus Supplement, our agents
will act on a best efforts basis for the period of their appointment.
o Our agents may be deemed to be underwriters under the Securities Act
of any of our securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our
securities.
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o If we use an underwriter or underwriters, we will execute an
underwriting agreement with the underwriter or underwriters at the
time that we reach an agreement for the sale of our securities.
o We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers
will receive, in our Prospectus Supplement.
o The underwriters will use our Prospectus Supplement to sell our
securities.
We may use a dealer to sell our securities.
o If we use a dealer, we, as principal, will sell our securities to the
dealer.
o The dealer will then sell our securities to the public at varying
prices that the dealer will determine at the time it sells our
securities.
o We will include the name of the dealer and the terms of our
transactions with the dealer in our Prospectus Supplement.
If DLJSC, one of our subsidiaries, participates in the distribution of our
securities, we will conduct the offering in accordance with Section 2720 of the
NASD Conduct Rules.
We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. We will
describe the terms of our direct sales in our Prospectus Supplement.
We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the 1933 Act. Our agents,
underwriters, and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of
business.
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our securities at the public offering price under
delayed delivery contracts.
o If we use delayed delivery contracts, we will disclose that we are
using them in the Prospectus Supplement and will tell you when we
will demand payment and delivery of the securities under the delayed
delivery contracts.
o These delayed delivery contracts will be subject only to the
conditions that we set forth in the Prospectus Supplement.
o We will indicate in our Prospectus Supplement, the commission that
underwriters and agents soliciting purchases of our securities under
delayed contracts will be entitled to receive.
DLJSC may use this prospectus and our Prospectus Supplement in connection
with offers and sales of our securities in connection with market-making
transactions by and through DLJSC, at prices that relate to the prevailing
market prices of our securities at the time of the sale or otherwise. DLJSC may
act as principal or agent in these transactions.
LEGAL MATTERS
Michael A. Boyd, our Senior Vice President and General Counsel, and Davis
Polk & Wardwell will pass upon the validity of our securities and certain other
legal matters in connection with our offering of our securities, unless we
indicate otherwise in our prospectus supplement.
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o Mr. Boyd owns 39,565 shares of common stock, 4,267 restricted stock
units and options to purchase 79,544 shares of common stock.
o Davis Polk & Wardwell provides legal services to us and our
subsidiaries from time to time.
EXPERTS
We incorporate by reference into this prospectus and our registration
statement our consolidated financial statements and financial statement
schedule as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998. We have relied on the report of KPMG
LLP, independent certified public accountants, also incorporated by reference
into this prospectus and our registration statement, and upon their authority
as experts in accounting and auditing.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
ALTERNATE TO DEBT SECURITIES, PREFERRED STOCK AND WARRANTS PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2000
PROSPECTUS
, 2000
$3,134,800,000
Donaldson, Lufkin & Jenrette, Inc.
Debt Securities
Preferred Stock
Warrants
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. NOR HAVE THEY MADE, NOR WILL THEY MAKE, ANY
DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
We prepared this prospectus for use by Donaldson, Lufkin & Jenrette
Securities Corporation in connection with offers and sales of our securities
which DLJSC may make from time to time in market-making transactions at
negotiated prices relating to prevailing market prices at the time of sale.
DLJSC has advised us that it currently intends to make a market in our
securities; however, it is not obligated to do so. It may discontinue such
market making at any time, and we give no assurance as to the liquidity of, or
trading market for, our securities. DLJSC may act as principal or agent in such
transactions, as discussed below in "Plan of Distribution." We will not use
this prospectus to confirm sales of any securities unless it is attached to a
prospectus supplement.
<PAGE>
ALTERNATE TO DEBT SECURITIES, PREFERRED STOCK AND WARRANTS PROSPECTUS
USE OF PROCEEDS
We will not receive any proceeds from the sale of our securities in any
market-making transaction in which this prospectus may be delivered.
<PAGE>
ALTERNATE TO DEBT SECURITIES, PREFERRED STOCK AND WARRANTS PROSPECTUS
PLAN OF DISTRIBUTION
We prepared this prospectus for use by DLJSC in connection with offers and
sales of our securities in market-making transactions at negotiated prices
related to prevailing market prices at the time of the sale. DLJSC may act as
principal or agent in such transactions. DLJSC has advised us that it currently
intends to make a market in our securities, but it is not obligated to do so
and may discontinue any such market-making at any time without notice.
Accordingly, we can give no assurance as to the liquidity of, or the trading
market for, any of our securities.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
The following table sets forth the fees and expenses payable by the
Company in connection with the issuance and distribution of the securities
other than underwriting discounts and commissions. All of such expenses except
the Securities and Exchange Commission registration fee are estimated:
Securities and Exchange Commission registration fee...............$ 792,000
Blue Sky fees and expenses........................................ 15,000
Printing expense.................................................. 150,000
Accounting fees and expenses...................................... 50,000
Legal fees and expenses........................................... 75,000
Trustee's fees and expenses....................................... 30,000
National Association of Securities Dealers Inc. filing fee........ 30,500
Miscellaneous..................................................... 7,500
-----------
Total........................................................$ 1,150,000
===========
Item 15. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Section 145 of the DGCL empowers the Company to indemnify, subject to the
standards set forth therein, any person in connection with any action, suit or
proceeding brought before or threatened by reason of the fact that the person
was a director, officer, employee or agent of such company, or is or was
serving as such with respect to another entity at the request of such company.
The DGCL also provides that the Company may purchase insurance on behalf of any
such director, officer, employee or agent.
The Company's Certificate of Incorporation provides in effect for the
indemnification by the Company of each director and officer of the Company to
the fullest extent permitted by applicable law.
Item 16. Exhibits
See index to exhibits at E-1.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 above or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction in the question
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Donaldson,
Lufkin & Jenrette, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York, on
the 23rd day of February, 2000.
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Joe L. Roby
-----------------------------
Joe L. Roby
President and Chief Executive Officer
The registrant and each person whose signature appears below constitutes
and appoints Joe L. Roby, Anthony F. Daddino and Marjorie S. White, and any
agent for service named in this registration statement and each of them, his,
her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this registration
statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the Requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joe L. Roby
- ------------------------- President, Chief Executive Officer February 23, 2000
Joe L. Roby and Director
/s/ John S. Chalsty
- ------------------------- Chairman of the Board and
John S. Chalsty Director February 23, 2000
/s/ Anthony F. Daddino
- ------------------------- Executive Vice President, Chief
Anthony F. Daddino Financial Officer and Director February 23, 2000
/s/ David DeLucia
- ------------------------- Director February 22, 2000
David DeLucia
/s/ Hamilton E. James
- ------------------------- Managing Director and Director February 23, 2000
Hamilton E. James
/s/ Stuart M. Robbins
- ------------------------- Director February 22, 2000
Stuart M. Robbins
II-3
<PAGE>
/s/ Edward J. Resch
- ------------------------- Senior Vice President and Chief
Edward J. Resch Accounting Officer February 23, 2000
- ------------------------- Director ________, 2000
Henri de Castries
/s/ Denis Duverne
- ------------------------- Director February 23, 2000
Denis Duverne
/s/ Jane Mack Gould
- ------------------------- Director February 23, 2000
Jane Mack Gould
/s/ Louis Harris
- ------------------------- Director February 23, 2000
Louis Harris
/s/ Michael Hegarty
- ------------------------- Director February 22, 2000
Michael Hegarty
- ------------------------- Director ________, 2000
Henri G. Hottinguer
/s/ W. Edwin Jarmain
- ------------------------- Director February 23, 2000
W. Edwin Jarmain
/s/ Francis Jungers
- ------------------------- Director February 22, 2000
Francis Jungers
/s/ Edward D. Miller Director February 23, 2000
- -------------------------
Edward D. Miller
/s/ W.J. Sanders, III
- ------------------------- Director February 23, 2000
W.J. Sanders, III
/s/ Stanley B. Tulin
- ------------------------- Director February 23, 2000
Stanley B. Tulin
/s/ John C. West
- ------------------------- Director February 23, 2000
John C. West
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1.1 Form of Underwriting Agreement relating to the Debt Securities*.........
1.2 Form of Underwriting Agreement relating to the Preferred Stock*.........
1.3 Form of Underwriting Agreement relating to the Warrants****.............
3.1 Amended and Restated Certificate of Incorporation of Registrant**.......
3.2 By-laws of the Registrant***............................................
4.1 Form of Senior Debt Indenture between the Company and The Chase
Manhattan Bank, as Trustee*...........................................
4.2 Form of Senior Debt Securities*.........................................
4.3 Form of Subordinated Debt Indenture between the Company and
The Chase Manhattan Bank, as Trustee*...............................
4.4 Form of Subordinated Debt Securities*...................................
4.5 Forms of Warrant Agreement****..........................................
5.1 Opinion of Davis Polk & Wardwell****....................................
12.1 Computation of ratio of earnings to fixed charges.......................
12.2 Computation of ratio of earnings to combined fixed charges
and preferred stock dividends.........................................
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)****..........
23.2 Consent of KPMG LLP.....................................................
24.1 Powers of Attorney (included on page II-3)..............................
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee,
under the Indentures..................................................
- ---------
* Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc.'s Registration Statement on Form S-3 (Registration
No. 333-40925).
** Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
*** Incorporated by reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette's Registration Statement on Form S-3 (Registration
No. 333-53499).
**** To be filed by amendment.
E-1
EXHIBIT 12.1
DONALDSON, LUFKIN & JENRETTE, INC
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio)
<TABLE>
For the Nine
Months Ended
For the Years Ended -------------
----------------------------------------------------------------------- September 30,
1994 1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income before provision for income
taxes............................$ 205,000 $ 298,500 $ 473,800 $ 661,100 $ 600,500 $ 650,000
Add: Fixed Charges
Interest (gross)................. 2,116,655 2,699,769 2,865,800 4,012,209 4,501,242 3,397,296
Interest factor in rents......... 18,565 22,064 25,515 29,351 38,517 37,383
----------- ----------- ----------- ----------- ----------- -----------
Total fixed charges.............. 2,135,220 2,721,833 2,891,315 4,041,560 4,539,759 3,434,679
Earnings before fixed charges and
provision for income taxes.......$ 2,340,220 $ 3,020,333 $ 3,365,115 $ 4,702,660 $ 5,140,259 $ 4,084,679
=========== =========== =========== =========== =========== ===========
Ratio of earnings to fixed charges.. 1.10 1.11 1.16 1.16 1.13 1.19
=========== =========== =========== =========== =========== ===========
</TABLE>
E-4
EXHIBIT 12.2
DONALDSON, LUFKIN & JENRETTE, INC
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES AND PREFERRED DIVIDENDS
(In thousands, except for ratio)
<TABLE>
For the Nine
Months Ended
For the Years Ended -------------
----------------------------------------------------------------------- September 30,
1994 1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income before provision for income
taxes........................... $ 205,000 $ 298,500 $ 473,800 $ 661,100 $ 600,500 $ 650,000
Add: Fixed Charges
Interest (gross)................ 2,116,655 2,699,769 2,865,800 4,012,209 4,501,242 3,397,296
Interest factor in rents........ 18,565 22,064 25,515 29,351 38,517 37,383
----------- ----------- ----------- ----------- ----------- -----------
Total fixed charges............. 2,135,220 2,721,833 2,891,315 4,041,560 4,539,759 3,434,679
Add: Preferred dividends........... 20,970 19,868 18,653 12,144 21,310 15,867
Combined fixed charges and
preferred dividends.......... 2,156,190 2,741,701 2,909,968 4,053,704 4,561,069 3,450,546
Earnings before fixed charges and
provision for income taxes...... $ 2,340,220 $ 3,020,333 $ 3,365,115 $ 4,702,660 $ 5,140,259 $ 4,084,679
=========== =========== =========== =========== =========== ===========
Ratio of earnings to fixed charges
and preferred dividends.......... 1.09 1.10 1.16 1.16 1.13 1.18
=========== =========== =========== =========== =========== ===========
</TABLE>
E-5
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Board of Directors
Donaldson, Lufkin & Jenrette Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 dated February 23, 2000 of our report dated February 2, 1999, which is
included in the December 31, 1998 annual report on Form 10-K of Donaldson,
Lufkin & Jenrette, Inc., also incorporated herein by reference, and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/ KPMG LLP
New York, New York
February 23, 2000
E-6
EXHIBIT 25.1
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
- --------------------------------------------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
- --------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
----------------------------------------------------------
Donaldson, Lufkin & Jenrette, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-1898818
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
277 Park Avenue
New York, New York 10172
(Address of principal executive offices) (Zip Code)
----------------------------------------------------------
Debt Securities
(Title of the indenture securities)
E-7
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
E-8
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T- 1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 1st day
of February 2000.
THE CHASE MANHATTAN BANK
By /s/ Kathleen Perry
----------------------------------
Kathleen Perry
Vice President
E-9
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1999,
in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
ASSETS Dollar Amounts
in Millions
<S> <C>
Cash and balances due from depository institutions:
Non-interest-bearing balances and currency and coin............................................. $ 13,497
Interest-bearing balances 6,388
Securities:........................................................................................
Held to maturity securities........................................................................ 798
Available for sale securities...................................................................... 48,655
Federal funds sold and securities purchased under agreements to resell............................. 30,373
Loans and lease financing receivables:
<S> <C>
Loans and leases, net of unearned income........... $132,392
Less: Allowance for loan and lease losses.......... 2,463
Less: Allocated transfer risk reserve.............. 0
--------
<S> <C>
Loans and leases, net of unearned income, allowance, and reserve.............................. 129,929
Trading Assets..................................................................................... 47,413
Premises and fixed assets (including capitalized leases)........................................... 3,287
Other real estate owned............................................................................ 26
Investments in unconsolidated subsidiaries and associated companies................................ 185
Customers' liability to this bank on acceptances outstanding....................................... 716
Intangible assets.................................................................................. 2,693
Other assets....................................................................................... 15,430
-----------
TOTAL ASSETS....................................................................................... $ 299,390
===========
LIABILITIES
Deposits
In domestic offices............................................................................ $ 100,324
<S> <C> <C>
Non-interest-bearing $41,601
Interest-bearing................................... 58,723
-------
In foreign offices, Edge and Agreement subsidiaries
and IBF's...................................................................................... 88,064
Non-interest-bearing................................... $ 6,363
Interest-bearing................................... 81,701
E-10
<PAGE>
Federal funds purchased and securities sold under agreements to repurchase.......................... 35,773
Demand notes issued to the U.S. Treasury............................................................ 892
Trading liabilities................................................................................. 33,565
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):.....
With a remaining maturity of one year or less................................................... 4,434
With a remaining maturity of more than one year through three years............................. 14
With a remaining maturity of more than three years.............................................. 97
Bank's liability on acceptances excluded and outstanding............................................ 716
Subordinated notes and debentures................................................................... 5,429
Other liabilities................................................................................... 11,457
TOTAL LIABILITIES................................................................................... 280,765
-----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common Stock........................................................................................ 1,211
Surplus (exclude all surplus related to preferred stock)............................................ 11,016
Undivided profits and capital reserves.............................................................. 7,333
Net unrealized holding gains (losses) on available-for-sale securities.............................. (951)
Accumulated net gains (losses) on cash flow hedges.................................................. 0
Cumulative foreign currency translation adjustments................................................. 16
TOTAL EQUITY CAPITAL................................................................................ 18,628
-----------
TOTAL LIABILITIES AND EQUITY CAPITAL................................................................ $ 299,390
===========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
SUSAN V. BERRESFORD )
E-10
