UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cerplex Group Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
156913204
(CUSIP Number)
Lindsay Hollister
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010
(212) 325-2911
Craig B. Brod
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 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.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 to 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 ("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>
SCHEDULE 13D
CUSIP No. 156913204 Page 2 of ____ Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
See Item 5
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE OF REPORTING PERSON*
BK, HC, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 amends and supplements Amendment No. 1,
filed on August 6, 1996, to the Schedule 13D, originally filed on April 15,
1994, with respect to the shares of common stock, par value $.001 per share (the
"Shares"), of the Cerplex Group, Inc., a Delaware Corporation (the "Company").
Unless otherwise indicated, each capitalized term used but not defined herein
shall have the meaning assigned to such term in Amendment No. 1.
All references in Amendment No. 1 to Donaldson, Lufkin &
Jenrette, Inc. or to the defined term "DLJ", to the extent not otherwise amended
by this Amendment No. 2, are hereby amended to refer instead to Credit Suisse
First Boston (USA), Inc. and to the defined term "CSFB-USA", respectively.
Item 2. Identity and Background.
The response set forth in Item 2 of Amendment No. 1 is hereby
amended as follows:
(i) by deleting the first paragraph and replacing it with the
following:
"This Schedule 13D is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to
the extent that they constitute part of the Credit Suisse First Boston business
unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business
unit is engaged in the corporate and investment banking, trading (equity, fixed
income and foreign exchange), private equity investment and derivatives
businesses on a worldwide basis. The address of the Bank's principal business
and office is Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland.
The Bank and its subsidiaries engage in other separately managed activities,
most of which constitute the independently operated Credit Suisse Asset
Management business unit; the Credit Suisse Asset Management business unit
provides asset management and investment advisory services to institutional
investors worldwide.
The Bank owns directly a majority of the voting stock, and all
of the non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a
Delaware corporation. The ultimate parent company of the Bank and CSFBI, and the
direct owner of the remainder of the voting stock of CSFBI, is Credit Suisse
Group ("CSG"), a corporation formed under the laws of Switzerland.
As of November 3, 2000, CSFBI acquired all of the voting stock
of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed
Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), and the following entities
became indirect subsidiaries of CSFBI: (1) Sprout Growth II, L.P., a Delaware
limited partnership ("Growth II"); (2) DLJ Capital Corporation, a Delaware
corporation ("DLJCC") and (3) Donaldson, Lufkin & Jenrette Securities
Corporation, a Delaware corporation ("DLJSC" (together with the entities listed
in (1) and (2) above, the "DLJ Entities"))."
(ii) by deleting the sixth through thirteenth paragraphs and
replacing them with the following:
"The principal business of CSG is acting as a holding company
for a global financial services group with five distinct specialized business
units that are independently operated. In addition to the two business units
referred to above, CSG and its subsidiaries (other than the Bank and its
subsidiaries) are comprised of (a) the Credit Suisse Private Banking business
unit that engages in global private banking business, (b) the Credit Suisse
business unit that engages in the Swiss domestic banking business and (c) the
Winterthur business unit that engages in the global insurance business. The
address of CSG's principal business and office is Paradeplatz 8, Postfach 1,
CH-8070, Zurich, Switzerland.
CSG, for purposes of certain federal securities laws, may be
deemed ultimately to control the Bank and the CSFB business unit. CSG, its
executive officers and directors, and its direct and indirect subsidiaries
(including all of the business units except the CSFB business unit) may
beneficially own Shares, and such Shares are not reported in this Amendment No.
2. Due to the separate management and independent operation of its business
units, CSG disclaims beneficial ownership of Shares beneficially owned by its
direct and indirect subsidiaries, including the CSFB business unit. The CSFB
business unit disclaims beneficial ownership of Shares beneficially owned by CSG
and any of CSG's and the Bank's other business units.
The address of the principal business and office of CSFBI is
11 Madison Avenue, New York, New York 10010.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation or
organization in which each such employment is conducted, of each executive
officer or director of the Reporting Person, CSFBI, CSFB-USA, and those DLJ
Entities that are corporations are set forth on Schedules A through E,
respectively, attached hereto, each of which is incorporated by reference
herein.
During the past five (5) years none of the Reporting Person,
CSFBI, CSFB-USA, the DLJ Entities nor, to the best knowledge of the Reporting
Person, any of the other persons listed on Schedules A through E attached
hereto, has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to United
States federal or state securities laws or finding any violation with respect to
such laws."
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Amendment is hereby
amended as follows:
(i) by adding, at the beginning of the first paragraph of such
response, the words "(a) - (b) The information set forth in this and the six
following paragraphs is presented as of August 6, 1996."
(ii) by deleting the fourth through sixth paragraphs.
(iii) by inserting after the tenth paragraph the following:
"As of the date of this Amendment No. 2, Growth II directly
holds 900,053 Shares and has shared power to vote and direct the disposition of
such Shares, in accordance with the relationships described in Item 2.
As of the date of this Amendment No. 2, DLJCC directly holds
91,635 Shares and has the shared power to vote and direct the disposition of all
such Shares, in accordance with the relationships described in Item 2.
As a result of the holdings of the Company's securities
described above, the Reporting Person may be deemed to beneficially own
indirectly 991,688 Shares, representing 13.6% of the outstanding Shares."
The response set forth in (c) of Item 5 of Amendment No. 1 is
hereby deleted and replaced by the following:
"No transactions in the Shares have been effected since
September 4, 2000 by the Reporting Person, CSFBI, CSFB-USA or the DLJ Entities."
Item 7. Material to be filed as Exhibits.
The response set forth in Item 7 is hereby amended as follows.
Exhibit 3 of the Amendment is hereby deleted in its entirety.
Exhibit 8 of the Amendment is hereby deleted in its entirety.
Exhibit 9 of the Amendment is hereby deleted in its entirety.
<PAGE>
SIGNATURE
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: December 14, 2000
Credit Suisse First Boston, acting solely
on behalf of the Credit Suisse First
Boston business unit.
By: /s/ Lindsay Hollister
-----------------------
Name: Lindsay Hollister
Title: Director
<PAGE>
SCHEDULES
Schedules C through K are hereby deleted in their entirety and
replaced with the following:
Schedule C
Directors and Executive Officers
of
Credit Suisse First Boston (USA), Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB-USA. The business address of the CSFB-USA is 11
Madison Avenue, New York, New York 10010.
<TABLE>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and New York, NY 10010 and President and Chief
Chief Executive Officer Executive Officer, Credit Suisse
and Board Member First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Financial and New York, NY 10010 Credit Suisse First Boston
Administrative Officer and business unit
Board Member
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities New York, NY 10010 First Boston business unit
and Board Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic New York, NY 10010 Management, Credit Suisse First
Risk Management Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial New York, NY 10010 Credit Suisse First Boston
Services Group and business unit
Board Member
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed New York, NY 10010 Suisse First Boston business unit
Income and Board Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment New York, NY 10010 Credit Suisse First Boston
Banking and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, New York, NY 10010 and Finance, Credit Suisse First
Operations and Finance Boston business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel New York, NY 10010 and Regulatory Affairs, Credit
and Board Member Suisse First Boston business unit
Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Division Head of New York, NY 10010 Suisse First Boston business unit
Private Equity
Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Division Head-Finance, New York, NY 10010 Board and Chief Financial
Administration and Operations Officer, Credit Suisse First
and Board Member Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Vice-Chairman of the Executive USA
Division Co-Head-Investment New York, NY 10010 Board and Chief Financial
Banking and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Lewis H. Wirshba 11 Madison Avenue Co-Head Investment Banking, USA
Treasurer New York, NY 10010 Credit Suisse First Boston
business unit
Robert M. Baylis 11 Madison Avenue Member of the Board of Directors USA
Board Member New York, NY 10010 for various unaffiliated
companies and organizations
Philip K. Ryan 11 Madison Avenue Member of the Executive Board USA
Board Member New York, NY 10010 and Chief Financial Officer,
Credit Suisse Group
Maynard J. Toll, Jr. 11 Madison Avenue Retired investment Banker; USA
Board Member New York, NY 10010 Chairman, Edmund S. Muskie
Foundation; President, Nelson &
Toll Properties, Ltd.
</TABLE>
<PAGE>
Schedule D
Directors and Executive Officers
of
Credit Suisse First Boston, Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFBI. The business address of the CSFBI is 11 Madison
Avenue, New York, New York 10010.
<TABLE>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
President and Chief Executive New York, NY 10010 and President and Chief Executive
Officer and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Chief Administrative Officer New York, NY 10010 Credit Suisse First Boston
and Board Member business unit
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Division Head-Equities New York, NY 10010 First Boston business unit
and Board Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic New York, NY 10010 Management, Credit Suisse First
Risk Management Boston business unit
David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA
Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Head of Financial Services New York, NY 10010 Credit Suisse First Boston
Group and Board Member business unit
Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA
Division Head-Fixed Income New York, NY 10010 Suisse First Boston business unit
and Board Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Division Co-Head-Investment New York, NY 10010 Credit Suisse First Boston
Banking and Board Member business unit
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations New York, NY 10010 and Finance, Credit Suisse First
and Finance Boston business unit
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston business unit
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Chief Financial Officer New York, NY 10010 Board and Chief Financial
and Board Member Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA
Division Co-Head-Investment New York, NY 10010 Credit Suisse First Boston
Banking and Board Member business unit
Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA
Treasurer New York, NY 10010 Boston business unit
Garret M. Moran 11 Madison Avenue Head of Private Equity, Credit USA
Head of Private Equity New York, NY 10010 Suisse First Boston business unit
</TABLE>
<PAGE>
Schedule E
Executive Board Members and Executive Officers
of
the CSFB business unit
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the CSFB business unit. The business address of the CSFB
business unit is 11 Madison Avenue, New York, New York 10010.
<TABLE>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA
Chairman New York, NY 10010 and President and Chief
Executive Officer, Credit Suisse
First Boston business unit and
Member of the Executive Board,
Credit Suisse Group
Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA
Board Member New York, NY 10010 First Boston business unit
Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston business unit
David C. Mulford One Cabot Square Chairman International, United Kingdom
Board Member London, England E14 4QJ Credit Suisse First Boston
Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, USA
Board Member Singapore Credit Suisse First Boston
Charles G. Ward III 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA
Board Member New York, NY 10010 Credit Suisse First Boston
business unit
Bennett Goodman 277 Park Avenue Managing Director and Global USA
Board Member New York, NY 10172 Head of Leveraged Finance Fixed
Income Division, Credit Suisse
First Boston business unit
David S. Moore 11 Madison Avenue Deputy Head of Gobal Equity USA
Board Member New York, NY 10010 Trading, Credit Suisse First
Boston business unit
Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA
Board Member New York, NY 10010 Boston business unit
Paul Calello 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Head of Equity
Derivatives and Convertibles Unit
Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse United Kingdom
Board Member London, England E14 4DA First Boston and Chairman,
Global Equity Capital Markets
and Head of European Investment
Banking
James P. Healy 11 Madison Avenue Managing Director, Credit Suisse USA
Board Member New York, NY 10010 First Boston and Global Head of
Emerging Market Group
John Nelson One Cabot Square Chairman, Credit Suisse First United Kingdom
Board Member London, England E14 4QJ Boston Europe Limited
Trevor Price One Cabot Square Managing Director, Credit Suisse United Kingdom
Board Member London, England E14 4QJ First Boston and Head of
Developed Markets Rates Business
in the Fixed Income Division
Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA
Board Member New York, NY 10010 Board and Chief Financial
Officer, Credit Suisse First
Boston business unit and Member
of the Executive Board, Credit
Suisse Group
Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA
Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston business unit
</TABLE>
