<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Issuer)
COMMON STOCK OF THE SERIES DESIGNATED
DONALDSON, LUFKIN & JENRETTE, INC, -- DLJ COMMON STOCK,
PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
257661108
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID FRICK, ESQ. JOSEPH T. MCLAUGHLIN, ESQ.
CREDIT SUISSE GROUP CREDIT SUISSE FIRST BOSTON, INC.
PARADEPLATZ 8, P.O. BOX 1 11 MADISON AVENUE
CH-8070 ZURICH, SWITZERLAND NEW YORK, NEW YORK 10010
41-1-212-1616 (212) 325-2000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
COPY TO:
DAVID W. HELENIAK, ESQ.
CLARE O'BRIEN, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
AUGUST 30, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties t whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 257661108
--------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CREDIT SUISSE GROUP
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). :
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Switzerland
--------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 90,445,000
REPORTING -------------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 0
-------------------------------------------------
10 Shared Dispositive Power
0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,445,000 shares of Common Stock
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 70.63%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
2
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
(the "Schedule 13D") relates is the common stock of the series designated
Donaldson, Lufkin & Jenrette, Inc. - DLJ Common Stock, par value $0.10 per share
(the "Company Common Stock"), of Donaldson, Lufkin & Jenrette, Inc., a Delaware
corporation (the "Issuer" or "DLJ") with its principal executive offices located
at 277 Park Avenue, New York, New York 10172.
ITEM 2. IDENTITY AND BACKGROUND.
The person listed in number 1 below is the person filing this
statement.
1. a. Credit Suisse Group ("CSG") is a corporation organized under the
laws of Switzerland.
b. The address of the principal executive offices of CSG is:
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland.
c. Credit Suisse Group is a Swiss corporation, and is one of the
world's largest global financial service companies. Through its
subsidiaries, CSG is active in investment banking, private
banking, asset management, general insurance, life and pension
insurance, as well as domestic banking for corporate and
individual clients within Switzerland, e-business and financial
services for affluent investors in Europe.
d. During the last five years, CSG has not been convicted in any
criminal proceeding.
e. During the last five years, CSG has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Information regarding the directors and executive officers of CSG is
set forth on Schedule I attached hereto. Except as indicated, all of the
directors and executive officers of CSG are citizens of Switzerland. During the
last five years, to the knowledge of CSG, no person named on Schedule I has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 30, 2000, CSG entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with AXA, a corporation organized under the laws of
France, AXA Financial, Inc., a Delaware corporation, The Equitable Life
Assurance Society of the United States, a New York corporation, and AXA
Participations Belgium, a Belgian corporation (the "Stockholders").
3
<PAGE>
Pursuant to the Stock Purchase Agreement, CSG agreed to acquire approximately
30% of the shares of Company Common Stock held by the Stockholders at a
purchase price of $90.00 per share and the remaining 70% of the shares of
Company Common Stock held by the Stockholders in exchange for .4018 shares of
registered shares, nominal value CHF 20 per share, of CSG for each share of
Company Common Stock held by the Stockholders.
On August 30, 2000, CSG, Diamond Acquisition Corp., a Delaware
corporation ("Purchaser"), and the Issuer entered into an Agreement and Plan
of Merger (the "Merger Agreement"), pursuant to which Purchaser, on September
8, 2000, offered to purchase all the outstanding shares of Company Common
Stock of the Issuer (the "Offer"), at a purchase price of $90.00 per share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 8, 2000 (the "Offer to
Purchase"). Each Stockholder has agreed pursuant to the Stock Purchase
Agreement not to tender any of such Stockholder's shares of Company Common
Stock into the Offer.
Pursuant to the Stock Purchase Agreement, each of the Stockholders
irrevocably constituted and appointed CSG and each of its officers, from and
after August 30, 2000 and until the earlier to occur of the closing of the
transactions contemplated by the Stock Purchase Agreement and the termination of
the Stock Purchase Agreement, as such Stockholder's attorney, agent and proxy
(such constitution and appointment, the "Irrevocable Proxy"), with full power of
substitution, to vote such Stockholder's shares of Company Common Stock (with
respect to each Stockholder, the "Shares") at any meeting of the stockholders of
the Issuer, however called, and in any action by consent of the stockholders of
the Issuer, (i) against any action, proposal, agreement or transaction that
would result in a breach of any covenant, obligation, agreement, representation
or warranty of the Issuer under the Merger Agreement (whether or not theretofore
terminated) or of the Stockholders contained in the Stock Purchase Agreement,
and (ii) against any action, agreement, transaction (other than the Merger
Agreement or the transactions contemplated thereby) or proposal (including any
Acquisition Proposal (as defined in the Stock Purchase Agreement) that could
result in any of the conditions to the Issuer's obligations under the Merger
Agreement (whether or not theretofore terminated) not being fulfilled or that is
intended, or could reasonably be expected, to impede, interfere, delay,
discourage or adversely affect the Merger Agreement (whether or not theretofore
terminated), the Offer, the Merger (as defined below) or the Stock Purchase
Agreement.
The total amount of funds required by Purchaser to consummate the
purchase of the Stockholders' Shares pursuant to the Stock Purchase Agreement
and to pay related fees and expenses is estimated to be approximately $2.4
billion plus legal and certain other expenses. The funds will be provided
from a combination of existing resources and from new borrowing arrangements.
The new borrowing arrangements are expected to include one or more offerings
of debt securities to investors in the capital markets or other borrowing
arrangements. Such securities will be offered with terms and conditions
customary for such offerings.
References to, and descriptions of, the Offer, the Merger Agreement and
the Stock Purchase Agreement as set forth above in this Item 3 are qualified in
their entirety by reference to the copies of the Merger Agreement and the Stock
Purchase Agreement, respectively, included as Exhibits 1 and 2 to this Schedule
13D, and incorporated in this Item 3 in their entirety where such references and
descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Offer is for CSG to acquire all outstanding shares
of Company Common Stock not held by the Stockholders. The beneficial ownership
of the Stockholders' Shares is acquired pursuant to the Stock Purchase Agreement
and following consummation of the transactions contemplated by the Stock
Purchase Agreement, CSG shall acquire record and beneficial ownership of the
Stockholders' Shares. The purpose of the merger to be consummated
4
<PAGE>
pursuant to the Offer (the "Merger") is for CSG to acquire through Purchaser all
shares of Company Common Stock not beneficially owned by CSG. Upon consummation
of the Merger, the Issuer will become an indirect subsidiary of CSG.
Upon the purchase by Purchaser of the Company Common Stock pursuant to
the Offer and the closing of the transactions contemplated by the Stock Purchase
Agreement, Purchaser shall be entitled to designate up to such number of
directors, rounded up to the next whole number, on DLJ's Board of Directors (the
"Board") as shall give Purchaser representation on the Board equal to the
product of the total number of directors on the Board (giving effect to the
directors elected pursuant to this sentence) multiplied by the percentage that
the aggregate number of shares of Company Common Stock beneficially owned by
Purchaser or any affiliate of Purchaser following such purchases bears to the
total number of shares of Company Common Stock then outstanding, and the Issuer
shall, at such time, promptly take all actions necessary to cause Purchaser's
designees to be elected as directors of the Issuer, including increasing the
size of the Board or securing the resignations of incumbent directors, or both.
The Merger Agreement also provides that, at such times, the Issuer shall use its
best efforts to cause persons designated by Purchaser to constitute the same
percentage as persons designated by Purchaser shall constitute of the Board of
(a) each committee of the Board, (b) each board of directors of each subsidiary
of the Issuer, and (c) each committee of each such board, in each case only to
the extent permitted by applicable law. Notwithstanding the foregoing, until the
Merger becomes effective, the Issuer shall use its best efforts to ensure that
(a) at least two members of the Board and each committee of the Board and such
boards and committees of the subsidiaries of the Issuer, as of the date hereof,
who are not employees of the Issuer shall remain members of the Board and of
such boards and committees and (b) such number of members of the Board shall be
independent as required by the relevant rules of the New York Stock Exchange,
Inc.
If the Merger is consummated as planned, the Company Common Stock
will be deregistered under the Securities Exchange Act of 1934, as amended,
and cease to be authorized to be listed on the New York Stock Exchange.
References to, and descriptions of, the Offer, the Merger, the Merger
Agreement and the Stock Purchase Agreement as set forth above in this Item 4 are
qualified in their entirety by reference to the copies of the Merger Agreement
and the Stock Purchase Agreement, respectively, included as Exhibits 1 and 2 to
this Schedule 13D, and incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of the Stock Purchase Agreement, CSG may be
deemed to be the beneficial owner of 90,445,000 shares of Company Common
Stock, representing 70.63% of the outstanding shares of the Issuer. The
calculation of the foregoing percentage is based on the number of shares of
Company Common Stock disclosed to CSG by the Issuer as outstanding as of
August 30, 2000. CSG may be deemed to have shared power to vote the Shares
with respect to those matters described above. However, CSG (i) is not
entitled to any rights as a stockholder of DLJ as to the Stockholders' Shares
and (ii) disclaims any beneficial ownership of the Stockholders' Shares which
are
5
<PAGE>
covered by the Stock Purchase Agreement. CSG does not have the power to dispose
of the Stockholders' Shares.
Except as set forth herein, to the knowledge of CSG, no director or
executive officer of CSG beneficially owns any other shares of the Issuer.
(c) There have been no transactions by CSG in securities of the Issuer
during the past sixty days. To the knowledge of CSG, there have been no
transactions by any director or executive officer of CSG in securities of the
Issuer during the past sixty days.
(d) To the knowledge of CSG, the Stockholders have the right to receive
dividends in respect of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits and schedules thereto,
and the Stock Purchase Agreement, to the knowledge of CSG, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of DLJ, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of August 30, 2000, among
CSG, Diamond Acquisition Corp. and DLJ (incorporated by reference to
exhibit (d)(1) of the Schedule TO filed by CSG on September 8, 2000).
2. Stock Purchase Agreement, dated as of August 30, 2000, among CSG,
AXA, AXA Financial, Inc., The Equitable Life Assurance Society of the United
States and AXA Participations Belgium (incorporated by reference to
exhibit (d)(2) of the Schedule TO filed by CSG on September 8, 2000).
6
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 8, 2000
CREDIT SUISSE GROUP
By /s/ Joseph T. McLaughlin
---------------------------
Name: Joseph T. McLaughlin
Title: Attorney-in-Fact
By /s/ Richard E. Thornburgh
---------------------------
Name: Richard E. Thornburgh
Title: Attorney-in-Fact
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE GROUP
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Credit Suisse Group. Unless otherwise indicated under such person's name,
such person is a citizen of Switzerland. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to employment with
CSG.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Lukas Muhlemann Chairman of CSG since May 2000. Chief Executive Officer and member
Credit Suisse Group of the Executive Board of CSG since January 1997. Director of CSG
Paradeplatz 8, P.O. Box 1 since December 1996. Chairman of the Board of Directors of Credit
CH 8070 Zurich, Switzerland Suisse First Boston, Uetlibergstrasse 231, 8045 Zurich,
Switzerland, since March 2000 and Director since December 1996.
Chairman of the Board of Credit Suisse since March 2000 and
Director since December 1996. Chief Executive Officer and Managing
Director of Swiss Reinsurance Company, Mythenquai 50/60, 8022
Zurich, Switzerland, from 1994 to 1997 and Vice Chairman of the
Board of Directors since November 1996. Director of SAir Group,
Hirschengraben 84, 8000 Zurich, Switzerland, since September 1994.
Director of Assurances Generales de France, 87, Rue de Richelieu,
75113 Paris France, from 1995 to 1996. Director of SAFR, Societe
Anonyme Francaise de Reassurance, Paris, France, from 1995 to 1996.
Director of SAFC, Societe Francaise d'Assurance de Credit, 1, Rue
Euler, 75008, Paris, France, from 1995 to 1996. Director of Credit
Suisse Financial Products, One Cabot Square, London E14 4QJ, United
Kingdom, from 1995 to 1995.
Thomas Walter Bechtler Director of CSG since May 1997. Director of Credit Suisse since
Zellweger Luwa Group 1997. Director of Credit Suisse First Boston, Uetlibergstrasse 231,
P.O. Box 8700 8045 Zurich, Switzerland, since 1997. Chairman of the Board of
Kusnacht, Switzerland Directors of Zellweger Luwa Group, Wilstrasse 11, 8610 Ulster,
Switzerland, since 1994. Director of Typon AG, Dammstrasse 26, 3400
Burgdorf, Switzerland, from 1995 to 1997. Director of Swiss
Reinsurance Company, Mythenquai 50/60, 8022 Zurich, Switzerland,
since 1993. Chairman of the Board of Schiesser Group AG,
Chirchhofplatz 5, 8260 Stein am Rhein, Switzerland, since 1992.
Director of Robert Bosch, Internationale Beteiligungen AG,
Hohlstrasse 188, 8021 Zurich, Switzerland, since 1991. Vice
Chairman of the Board of Sika Finanz AG, Zugestrasse 50, 6340 Baar,
Switzerland, since 1989. Director of Bucher Industries, 8166
Niederweningen, Switzerland, since 1987. Director of Conzzetta
Holding AG, Giesshubelstrasse, 8045
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Zurich, Switzerland, since 1987. Chairman of the Board of Heer &
Co. AG, Kirchbodenstrasse 88, 8800 Thalwil, Switzerland, since
1986. Chairman of the Board of Hesta Immobilien AG, 8047 Zurich,
Switzerland, since 1984. Vice Chairman of the Board and Chief
Executive Officer of Hesta AG and Hesta Tex ARS, Baarerstrasse 101,
6302 Zug, Switzerland, since 1982.
Peter Brabeck-Letmathe Director of CSG since May 1997. Director of Credit Suisse since
Nestle S.A. February Director of Credit Suisse First Boston, Uetlibergstrasse
Avenue Nestle 55 231, 8045 Zurich, Switzerland, since February 1999. Chief Executive
1800 Vevey Officer and Director of Nestle S.A., Avenue Nestle 55, 1800 Vevey,
Switzerland Switzerland, since June 1997. Director of Roche Holding S.A.,
Citizenship: Austria Grenzacherstrasse 124, 4000 Basel, Switzerland, since May 2000.
Director of Gesparal S.A., Paris, France, since June 1997. Director
of L'Oreal S.A., Paris, France, since June 1997. Chairman of the
Board of Directors of Oesterreichische Nestle GmbH, Vienna,
Austria, from October 1993 to May 1998 and Director from May 1993
to May 1999.
Philippe Rene Paul Bruggisser Director of CSG since May 1999. President and Chief Executive
SAir Group Officer of SAirGroup, Hirschengraben 84, 8000 Zurich, Switzerland,
8058 Zurich, Switzerland since January 1997. Chief Operating Officer and Deputy President of
Swissair Group, Hirschengraben 84, 8000 Zurich, Switzerland, from
January 1996 to December 1996 and member of Executive Management of
Swissair Group from January 1995 to December 1995. Chairman of the
Board of SAirLines AG, Hirschengraben 84, 8000 Zurich, Switzerland,
since December 1997. Chairman of the Board of SAirServices AG,
Hirschengraben 84, 8000 Zurich, Switzerland, since June 1996.
Chairman of the Board of SAirLogistics Balz-Zimmerman-Str., 8302
Kloten Zurich, Switzerland, since March 1996. Chairman of the Board
of SAirRelations AG, Hirschengraben 84, 8000 Zurich, Switzerland,
since June 1996. Chairman of the Board of Swissair Schweizerische
Luftverkehr-AG, Balz-Zimmerman-Str., 8302 Kloten, Switzerland,
since May 1997. Chairman of the Board of Crossair AG,
Elisabethenstrasse 15, 4051 Basel, Switzerland, since June 1996.
Chairman of the Board of Flightlease AG, Balz-Zimmermann-Str., 8302
Kloten, Switzerland, since July 1997. Director of Austrian Airlines
AG, Fontanastrasse 1, 1107 Vienna, Austria, since June 1996.
Director of Sabena, Avenue Mouneirlaan, 1200 Brussels, Belgium,
since June 1996. Director of Cargolux International SA, Luxembourg
Airport, 2990 Luxembourg, Luxembourg, since September 1997.
Director of South African Airways, Airway Park, 1627, Johannesburg,
South Africa, since January 2000. Director of RUAG, Stauffacher
Strasse 65 3000 Bern, Switzerland, since December 1998.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Marc-Henri Chaudet Director of CSG since 1997. Director of Credit Suisse since 1998.
Avenue Paul-Ceresole 3 Director of Credit Suisse First Boston, Uetlibergstrasse 231, 8045
P.O. Box 316 Zurich, Switzerland, since 1998. Chairman of the Board of Orof Food
1800 Vevey, Switzerland S.A., Grand-Rue 11, 1204 Geneva, Switzerland, since 1999. Director
of Compagnie Vaudoise d' Electricite, 53, rue de Lausanne, 1110,
Morges, Switzerland, since 1997. Director of Pargesa Holding S.A.,
Grand-Rue 11, 1204 Geneva, Switzerland, since 1996. Director of
EOS-Energie Ouest Suisse, Place de la Gare 12, 1001 Lausanne,
Switzerland, since 1995. Director of AREMO S.A., 2, chemin du
Bourdon, 1802 Corseaux, Switzerland, since 1988. Director of
Transgaz S.A., 2, chemin du Bourdon, 1802 Corseaux, Switzerland,
since 1986. Director of Romande Energie S.A., 118 rue du lac, 1815
Clarens, Switzerland, since 1983. Director of Winterthur
Assurances, General Guisan, Strasse 4, 8400 Winterthur,
Switzerland, since 1983. Director of Winterthur Vie, General Guisan
Strasse 4, 8400 Winterthur, Switzerland, since 1983. Director of
Sagrave Holding S.A., Avenue Rhodanie 13, 1007 Lausanne,
Switzerland, since 1976. Director of Orior Holding S.A., 3, rue de
College, 1800 Vevey, Switzerland, since 1972. Director of STERN
Compagnie S.A., 25, rue de la Bergere 217 Meyrin, Switzerland, from
1996 to 2000. Director of OFA Orell Fussli Werbe A.G.,
Holbeinstrasse 30, 8000 Zurich, Switzerland, from 1990 to 1999.
Chairman of the Board of Caisse d'epargne du district de Vevey, 3,
av. Paul Ceresole, 1800 Vevey, Switzerland, from 1968 to 1998.
Gerald Clark Director of CSG since May 1997. Vice Chairman of the Board and
Metropolitan Life Insurance Company Chief Investment Officer of Metropolitan Life Insurance Company,
One Madison Avenue One Madison Avenue, New York, New York 10010-3690, since July 1998.
New York, New York 10010-3690 Director of Metropolitan Life Insurance Company since January 1997.
Director of MetLife, Inc., One Madison Avenue, New York, New York
Citizenship: United States 10010-3690, since April 2000. Senior Executive Vice-President and
Chief Investment Officer of Metropolitan Life Insurance Company
from December 1995 to April 1997. Executive Vice-President and
Chief Investment Officer of Metropolitan Life Insurance Company
from September 1992 to December 1995.
Arthur Walter Dunkel Director of CSG since 1994. Chairman of IDHEAP, 21, Rte de la
STIMENA Maladiere, CH-1022 Chavannes-pres-Renens, Switzerland, since 1997.
56, Rue du Stand Chairman of Swiss Trade Initiative Middle East/North Africa
1204 Geneva, Switzerland (STIMENA), 56, rue du Stand, 1204 Geneva, Switzerland, since 1995.
Director of Nestle, Avenue Nestle 55, 1800 Vevey, Switzerland,
since 1994. Professor, Faculty of Economics, University of
Fribourg, Misericorde, 1700 Fribourg, Switzerland.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
John Michael Hennessy Chairman of Credit Suisse First Boston -- Private Equity, 11
Credit Suisse First Boston Madison Avenue, New York, New York 10010-3629, since January 1997.
11 Madison Avenue Chairman of the Executive Board and Chief Executive Officer of
New York, New York 10010-3629 Credit Suisse First Boston, Inc., 11 Madison Avenue, New York, New
York 10010-3629, from 1989 to 1996. Director of Corning,
Citizenship: United States Incorporated, 1 Riverfront Plaza, Corning, New York 14831, since
1989. Director of Long John Silver's, P.O. Box 11988, Lexington,
Kentucky 40579, from 1997 to 1999. Director of Vitro S.A., Av.
Ricardo Margain, Zozyaya 440, Garza Garza N.L., Monterrey, Mexico,
from 1992 to 1996.
Walter Bruno Kielholz Director of CSG since May 1999. Director of Credit Suisse since
Swiss Reinsurance Company February 1999. Director of Credit Suisse First Boston,
Mythenquai 50/60 Uetlibergstrasse 231, 8045 Zurich, Switzerland, since February
P.O. Box, 8022 1999. Managing Director of the Board of Swiss Reinsurance Company,
Zurich, Switzerland Mythenquai 50/60, P.O. Box, 8022 Zurich, Switzerland, since June
1998, Chief Executive Officer since January 1997, Member of the
Executive Board Committee since April 1995 and member of the
Executive Board since January 1993. Director of PartnerRe. Ltd.,
106 Pitts Bay Road, Pembroke HM08, Bermuda, since August 1993.
Director of Euler, 1, rue Euler, 75008, Paris, France, since April
1996.
Lionel Irwin Pincus Director of CSG since May 1999. Chairman and Chief Executive
E.M. Warburg, Pincus & Co., LLC Officer of E.M. Warburg, Pincus & Co., LLC, 466 Lexington Avenue,
466 Lexington Avenue New York, New York 10017-3147, since 1970.
New York, New York 10017-3147
Citizenship: United States
Thomas Max Schmidheiny Director of CSG since 1989. Director of Credit Suisse from 1982 to
Holderbank Financiere Glaris Ltd. 1996. Chairman of the Board and the Executive Committee of
Zurchstrasse 156 Holderbank Financiere Glaris Ltd., Zurchstrasse 156, 8645 Jona,
8645 Jona, Switzerland Switzerland, since 1984. Director of SAir Group, Hirschengraben 84,
8000 Zurich, Switzerland, since 1980 and Vice-Chairman of SAirGroup
since 1994. Director of Think Tools AG, Genferstrasse 21, 8002
Zurich, Switzerland, since 1999. Director of Xstrata AG,
Bahnhofstrasse 2, 6301 Zug, Switzerland, since 1997.
Verena Spoerry Director of CSG since 1997. Director of Credit Suisse Holding from
Claridenstrasse 3 1986 to 1996. Director of Credit Suisse from 1986 to 1996. Member
8810 Horgen of the Swiss Council of States, Bundeshaus Parlamentesgebaude,
Switzerland CH-3003 Bern, Switzerland, since 1996. Member of the Swiss National
Council, Bundeshaus Parlamentesgebaude, CH-3003 Bern, Switzerland,
from 1983 to 1995. Director of Nestle S.A., Avenue Nestle 55,1800
Vevey, Switzerland, since 1992. Director of SAirGroup,
Hirschengraben 84, 8000 Zurich, Switzerland, since 1988. Director
of SV Service AG, Neumunsterallee 1, 8008 Zurich,
</TABLE>
I-4
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Switzerland, since 1999. Director of Zurich Versicherungen,
Mythenquai 2, 8002 Zurich, Switzerland, from 1986 to 1996. Director
of Zurich Leben, Mythenquai 2, 8002 Zurich, Switzerland, from 1986
to 1996. Director of Hatt-Haller AG, Hochund Tiefbau, 8055 Zurich,
Switzerland, from 1992 to 1998. Director of Hatt-Haller Immobilien,
8055 Zurich, Switzerland, from 1992 to 1998.
Aziz Rodni Daoud Syriani Director of CSG since 1998. Director of Credit Suisse First Boston,
The Olayan Group Uetlibergstrasse 231, 8045 Zurich, Switzerland, from December 1995
111 Poseidonos Avenue to May 1998. President of The Olayan Group, 111 Poseidonos Avenue,
P.O. Box 70228 P.O. Box 70228, Glyfada, Athens 16610, Greece.
Glyfada, Athens 16610, Greece
Citizenship: Canadian
Daniel Lucius Vasella Director of CSG since May 1997. Director of Credit Suisse since
Novartis International AG June 2000. Director of Credit Suisse First Boston, Uetlibergstrasse
Lichtstrasse 35, 231, 8045 Zurich, Switzerland, since June 2000. Chief Executive
4002 Basel, Switzerland Officer of Novartis AG, Lichtstrasse 35, 4002 Basel, Switzerland,
since December 1996 and Chairman since April 1999. Chief Executive
Officer, Chief Operating Officer and various management positions
of Sandoz AG, 4002 Basel, Switzerland, from 1988 to 1996.
Hans-Ulrich Doerig Vice-Chairman of the Executive Board of CSG since January 1998.
Credit Suisse Group Chairman and Chief Executive Officer of Credit Suisse First Boston,
Paradeplatz 8, P.O. Box 1 Uetlibergstrasse 231, 8045 Zurich, Switzerland, from January 1997
CH 8070 Zurich, Switzerland to December 1997. President of the Executive Board of
Schweizerische Kreditanstalt, Paradeplatz 8, Zurich, Switzerland,
from 1993 to December 1996. Director of Xerox AG,
Thurgauerstrasse 50, 8050 Zurich, Switzerland, since May 1983.
Director of Coca-Cola AG, 8308 Bruttisellen, Switzerland, since
June 1983. Director of Credit Suisse First Boston
International, 1 Cabot Square, London E14 4QJ, United Kingdom,
since January 1990. Director of HIAG Holding AG, Ibelweg 18,
6340 Baar, Switzerland, since April 1991. Director of Hesta AG,
Baarerstrasse 101, 6302 Zug, Switzerland, since November 1993.
Director of Hesta Tex AG, Baarerstrasse 101, 6302, Zug,
Switzerland, since June 1995. Director of Novartis AG,
Lichtstrasse 35, 4002 Basel, Switzerland, since April 1996.
Director of Credit Suisse First Boston Private Equity,
Bahnhofstrasse 17, 6300 Zug, Switzerland, since March 1997.
Director of Hotel Savoy Baur-en-ville, Poststrasse 12, 8001
Zurich, Switzerland, since April 1997. Director of Credit
Suisse Group Services, Bahnhofstrasse 17, 6300 Zug,
Switzerland, from January 1983 to April 1996. Director of
Clariant AG, Rothausstrasse 61 ,4132 Muttenz, Switzerland, from
July 1995 to June 1996. Director of Konsum Verein
</TABLE>
I-5
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Zurich, Thiersteinerallee 12, 4002 Basel, Switzerland, from May
1991 to May 1997. Director of Swiss American Corporation, 100 Wall
Street, New York, New York 10005, from April 1982 to June 1997.
Director of Swiss American Securities, Inc., 100 Wall Street, New
York, New York 10005, from April 1982 to June 1997. Director of
Societe Luxembourgeoise de Centrales Nucleaires S.A., 2, Rue Pierre
d'Aspelt, 1142 Luxembourg, from May 1983 to July 1997. Director of
Kraftwerk Laufenburg, P.O. Box, 5080 Laufenburg, Switzerland, from
June 1990 to January 1998. Director of Elektrizitats-Gesellschaft
Laufenburg AG, P.O. Box, 5080 Laufenburg, Switzerland, from January
1993 to January 1998. Director of Kraftubertragungswerke
Rheinfelden AG, Rheinbruckestrasse 5/7, 79618 Rheinfelden, Germany,
from January 1991 to January 1998. Director of Elektrowatt AG,
Bellerivestrasse 36, 8034 Zurich, Switzerland, from October 1987 to
February 1998. Director of Coca-Cola AG, Stationsstrasse 33, 8306
Bruttisellen, Switzerland, from February 1988 to September 1998.
Director of Alusuisse-Lonza Group AG, Feldeggstrasse 4, 8000
Zurich, Switzerland, from April 1988 to May 1999. Director of EXOR
Group Societe Anonyme, 2, Boulevard Royal, 2953 Luxembourg, from
June 1984 to June 1999.
Philip M. Colebatch Director of CSG since August 1993. Member of the Executive Board of
Credit Suisse Asset Management CSG since December 1994. Chief Executive Officer of Credit Suisse
Beaufort House Asset Management, Beaufort House, 15, St. Botolph Street, London,
15, St. Botolph Street EC3A 7JJ U.K., since January 1997. Director of Capital Union, E.C.,
London, EC3A 7JJ U.K. P.O. Box 32514, Dubai, United Arab Emirates, since January 1997.
Chairman and Director of CS Trust and Banking Co. Ltd, Shiroyama
Citizenship: Australia Hills, Tokyo 105-6025, Japan, since September 1997. Chairman and
Director of Credit Suisse Asset Management Ltd, Shiroyama Hills,
Tokyo 105-6025, Japan, since January 1999. Chairman of Credit
Suisse Asset Management (Australia) Ltd., Level 32 Gateway, Sydney
NSW 2000, Australia, since January 1997. Chairman of Credit Suisse
Asset Management (UK) Holding Ltd., Beaufort House, 15, St. Botolph
Street, London, EC3A 7JJ U.K., since January 1997.
Rolf Dorig Chief Executive Officer of Credit Suisse Banking, Paradeplatz 8,
Credit Suisse Banking 8070 Zurich, Switzerland, since April 2000. Chief of Staff and
Paradeplatz 8, P.O. Box 1 Chief Communications Officer of CSG from January 1997 to March
CH 8070 Zurich, Switzerland 2000. Head of Domestic Banking Region for retail, private and
corporate banking of Schweizerische Kreditanstalt, Paradeplatz 8,
P.O. Box 1, 8070 Zurich, Switzerland, from 1993 to December 1996.
</TABLE>
I-6
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Oswald J. Grubel Chief Executive Officer of Credit Suisse Private Banking and member
Credit Suisse of the Executive Board of CSG since March 1998. Member of the
Paradeplatz 8, P.O. Box 1 Executive Board and Head of Global Trading Credit of Credit Suisse
CH 8070 Zurich, Switzerland First Boston from January 1997 to February 1998.
Citizenship: Germany
Philip K. Ryan Chief Financial Officer and member of the Executive Board of CSG
Credit Suisse Group since April 1999. Chief Financial Officer and member of the
Paradeplatz 8, P.O. Box 1 Operations Committee of Credit Suisse Asset Management, Beaufort
CH 8070 Zurich, Switzerland House, 15 St. Botolph Street, London EC3A 7JJ United Kingdom, from
1997 to March 1996. Managing Director, Investment Banking Financial
Citizenship: United States Institutions Group of Credit Suisse First Boston, 11 Madison
Avenue, New York, New York, 10010, from 1985 to 1996. Chairman of
the Board of Credit Suisse Group Services AG, c/o Credit Suisse
Group, Bahnhofstrasse 17, 6300 Zug, Switzerland, since May 1999.
Chairman of the Board of CS Holding Finance B.V., Johannes
Vermeerstraat, 1071 DK, Amsterdam, Netherlands, since January 1999.
Chairman of the Board of Inreska Limited, IRM House, Le Bordage,
St. Peter Port, Guernsey GY1 1BR since April 1999. Chairman of the
Board of PE Portfolio Investment Holding, Zug, Switzerland, since
May 1999.
Richard E. Thornburgh Vice Chairman of the Executive Board, Chief Financial Officer and
Credit Suisse First Boston Director of Credit Suisse First Boston, 11 Madison Avenue, New
11 Madison Avenue York, New York 10010 since April 1999 and member of the Executive
New York, New York 10010 Board since May 1995. Member of the Executive Board since January
1997 and Chief Financial Officer of CSG from January 1997 to April
Citizenship: United States 1999. Managing Director of Credit Suisse First Boston since 1987.
Chairman of the Board of Credit Suisse Group Services,
Bahnhofstrasse 17, 6300 Zug, Switzerland, from February 1997 to May
1999.
Thomas Wellauer Member of the Executive Board of CSG since October 1997. Chief
Winterthur Insurance Company Executive Officer of Winterthur Insurance Company, General
General Gusian-Strasse 40 Gusian-Strasse 40, 8401 Winterthur, Switzerland, since October
8400 Winterthur, Switzerland 1997. Director of McKinsey & Company, Alpenstrasse 3, 8065 Zurich,
Switzerland, from 1996 to 1997; Principal of McKinsey & Company,
Alpenstrasse 3, 8065 Zurich, Switzerland, from 1991 to 1996.
Chairman of Credit Suisse Italy S.p.A., Via Mengoni 4, 20121 Milan,
Italy, since 1999. Member of the Advisory Board of IBM Europe
Middle East Africa, Paris S.A., 2, Avenue Gambetta, 92006 Paris,
France, since 1999. Director of Syngenta AG, 4000 Basel,
Switzerland, since 2000. Director of INA Istituto Nazionale delle
Assicurazioni S.p.A., Via Sallustiana 51, 00187 Rome, Italy, from
April 1999 to December 1999.
</TABLE>
I-7
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
<S> <C>
Allen D. Wheat Chairman of the Executive Board and Chief Executive Officer of
Credit Suisse First Boston Credit Suisse First Boston, 11 Madison Avenue New York, New York
11 Madison Avenue 10010, since 1998 and President and Chief Operating Officer of
New York, New York 10010-3629 Credit Suisse First Boston from 1993 to 1998. Chairman of Credit
Suisse Financial Products, One Cabot Square, London E14 4QJ, United
Citizenship: United States Kingdom, from 1996 to 1999. Executive Vice Chairman of the Board of
Credit Suisse Financial Products from 1995 to 1996. President and
Chief Executive Officer of Credit Suisse Financial Products from
1990 to 1995.
</TABLE>
I-8
<PAGE>
EXHIBIT INDEX
1. Agreement and Plan of Merger, dated as of August 30, 2000, among CSG,
Diamond Acquisition Corp. and DLJ (incorporated by reference to
exhibit (d)(1) of the Schedule TO filed by CSG on September 8, 2000).
2. Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA,
AXA Financial, Inc., The Equitable Life Assurance Society of the United
States and AXA Participations Belgium (incorporated by reference to
exhibit (d)(2) of the Schedule TO filed by CSG on September 8, 2000).
