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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Westbridge Capital Corp.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10
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(Title of Class of Securities)
957152101
---------------------------------------------
(CUSIP Number)
William W. Chandler,
Credit Suisse First Boston Corporation,
11 Madison Avenue,
New York, New York 10010-3629
(212) 325-2911
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 1998
---------------------------------------------
(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 Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. [x]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 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
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CUSIP No. 957152101 Page 2 of 12 Pages
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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]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 3,500,454 shares of Common Stock,
BENEFICIALLY par value $0.10
OWNED BY ------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,500,454 shares of Common Stock,
par value $0.10
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,454 shares of Common Stock, par value $0.10
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
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14 TYPE OF REPORTING PERSON*
BK, HC, OO
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*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>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common
stock, $0.10 par value (the "Common Stock") of Westbridge Capital
Corp. ("Westbridge" or the "Company"). The principal executive
offices of Westbridge are located at 777 Main Street, Fort Worth,
Texas 76102.
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Credit
Suisse First Boston (the "Bank"), a Swiss bank, on behalf of
itself and its consolidated 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 Bank's registered head office is located at
Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland.
The Bank and its consolidated 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.
Credit Suisse First Boston Corporation ("CSFBC"), a
Massachusetts corporation, a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934 (the "1934
Act") and an indirect wholly owned subsidiary of the Bank,
directly beneficially owns the securities reported herein. The
principal business office of CSFBC is 11 Madison Avenue, New
York, New York 10010. CSFBC is a wholly owned subsidiary of
Credit Suisse First Boston, Inc., a Delaware corporation that is,
in turn, a wholly owned subsidiary of the Bank. The ultimate
parent company of the Bank is Credit Suisse Group ("CSG"), a
corporation formed under the laws of Switzerland. 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 consolidated
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. CSG's business address is:
Nuschelerstrasse 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
of Common Stock, and such shares are not reported in this
statement on Schedule 13D. Due to the separate management and
independent operation of its business units, CSG disclaims
beneficial ownership of shares of Common Stock beneficially owned
by its direct and indirect subsidiaries, including the Reporting
Person. The Reporting
Page 3 of 12
<PAGE>
Person disclaims beneficial ownership of shares of Common Stock
beneficially owned by CSG and any of CSG's and the Bank's other
business units.
The name, citizenship, residence or business address
and present principal occupation or employment, and the name,
principal business and address of any corporation or
other organization in which such employment is conducted, of each
executive officer and director of the CSFB business unit and of
CSFBC, are set forth on Schedule I and Schedule II, respectively,
each of which is incorporated herein by reference.
(d-e) None of the Reporting Person, the Bank, CSFBC or
any of the executive officers or directors of such persons listed
on Schedules I or II during the last five years (a) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) has been 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, U.S.
Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The beneficial ownership interest in Common Stock
reported in this statement on Schedule 13D was acquired in
connection with CSFBC's acquisition of $38,225,000 in aggregate
principal amount of 7-1/2% Subordinated Convertible Notes Due
2004 (the "Notes" or "Convertible Notes") of the Company, as more
fully described in Item 4 and Item 5 below. The net amount of
funds used by CSFBC to acquire such Notes is estimated to be
$13,135,779. These funds came from CSFBC's working capital.
Item 4. Purpose of Transaction.
CSFBC currently holds $38,225,000 in aggregate
principal amount of the Convertible Notes of the Company, which
are convertible into Common Stock. Under their terms, the
Convertible Notes may be converted at any time at CSFBC's option
before the close of business on May 1, 2004 at a conversion rate
of 91.575 shares of Common Stock for each $1,000 in principal
amount of Convertible Notes, or $10.92 in principal amount of
Convertible Notes per share of Common Stock.
Since March 25, 1998, representatives of CSFBC have
had communications with representatives of Westbridge and other
creditors of Westbridge, including other holders of Convertible
Notes, concerning the financial condition and a possible
recapitalization of the Company. Representatives of CSFBC may,
from time to time after the date hereof, have additional
communications with such representatives of Westbridge. The
result of such communications could involve one or more of the
matters described in clauses (a) through (j) of Item 4. No
specific agreements or arrangements have been reached with
respect to such matters, however, and it is possible that no such
agreements or arrangements will result from any of these
discussions in the future. The Reporting Person and CSFBC may,
from time to time, and reserve the right to, acquire additional
securities of the Company, including Convertible Notes, dispose
Page 4 of 12
<PAGE>
of any such securities of the Company or formulate other plans or
proposals regarding the Company or its securities, to the extent
deemed advisable by the Reporting Person or CSFBC in light of
their general investment policies, market conditions or other
factors.
Except as set forth above, neither the Reporting
Person nor CSFBC has any intention, plan or proposal with respect
to: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change
in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
1934 Act; or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a-b) The $38,225,000 in aggregate principal amount of
Convertible Notes held by CSFBC are convertible, pursuant to the
terms of such Notes (as described in Item 4 above), into
3,500,454 shares of Common Stock, and CSFBC and the Reporting
Person may be deemed to have a beneficial ownership interest in
such shares. 3,500,454 shares of Common Stock represent
approximately 36.0% of the shares of Common Stock outstanding
(based on a total of 9,724,798 shares of Common Stock
outstanding, consisting of the sum of (a) the 6,224,344 shares of
Common Stock reported to have been outstanding as of March 9,
1998 in Westbridge's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 and (b) the 3,500,454 shares into
which the Convertible Notes held by CSFBC are convertible, which
shares are deemed to be outstanding for such purposes under Rule
13d-3(d)(1)(i) under the 1934 Act). By reason of their
relationship, the Reporting Person and CSFBC may be deemed to
share voting and dispositive power with respect to shares of
Common Stock reported herein.
(c) Except as described in Annex A, which is
incorporated herein by reference, neither the Reporting Person
nor, to the best knowledge of the Reporting Person, CSFBC or any
of the persons listed on Schedule I or Schedule II effected any
transactions in shares of Common Stock or Convertible Notes from
February 13, 1998 through April 14, 1998.
(d-e) Not applicable.
Page 5 of 12
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described in Item 4 above, neither the
Reporting Person, nor, to the best knowledge of the Reporting
Person, CSFBC or any of the persons listed on Schedule I or
Schedule II hereto has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any
person with respect to securities of the Company.
Item 7. Material to be filed as Exhibits.
Not applicable.
Page 6 of 12
<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: April 16, 1998
CREDIT SUISSE FIRST BOSTON,
acting solely on behalf of
the Credit Suisse First
Boston business unit
By /s/ William W. Chandler
------------------------------
Name: William W. Chandler
Title: Director
Page 7 of 12
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
Executive Board Members and Executive Officers of the Reporting Person
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
- -------------- ---------------- -------------------- -----------
Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, USA
Chairman New York, NY 10010 Credit Suisse First Boston
and member of the
Executive Board, Credit
Suisse Group
Brady W. Dougan 11 Madison Avenue, Managing Director, Credit USA
Board Member New York, NY 10010 Suisse First Boston
Corporation
Christopher A. Goekjian 11 Madison Avenue, President and Chief USA
Board Member New York, NY 10010 Executive Officer, Credit
Suisse Financial Products
Stephen A.M. Hester 11 Madison Avenue, Chief Financial Officer, United Kingdom
Board Member New York, NY 10010 Credit Suisse First
Boston, Inc.
Marc Hotimsky 11 Madison Avenue, Managing Director, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston
Corporation
David C. Mulford 11 Madison Avenue, Vice Chairman, Credit United Kingdom
Board Member New York, NY 10010 Suisse First Boston, Inc.
and Chairman
International, Credit
Suisse First Boston
Stephen E. Stonefield Uetlibergstrasse 231, Chairman of Pacific USA
Board Member P.O. Box 900, CH- Region, Credit Suisse
8045 Zurich, First Boston
Switzerland
Franz K. von Meyenburg Uetlibergstrasse 231, Deputy Chairman of Europe, Switzerland
Board Member P.O. Box 900, CH- Credit Suisse First
8045 Zurich, Boston
Switzerland
Page 8 of 12
<PAGE>
Charles G. Ward III 11 Madison Avenue, Head of Corporate and USA
Board Member New York, NY 10010 Investment Banking, Credit
Suisse First Boston
Corporation
David A. DeNunzio 11 Madison Avenue, Chief Executive Officer, USA
Executive Officer New York, NY 10010 Private Equity Division
John M. Hennessy 11 Madison Avenue, Chairman, Private Equity USA
Executive Officer New York, NY 10010 Division
</TABLE>
Page 9 of 12
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
Executive Officers and Directors of Credit Suisse First Boston Corporation
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
- -------------- ---------------- -------------------- -----------
Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, USA
President, Chief New York, NY 10010 Credit Suisse First Boston
Executive Officer and member of the
and Board Member Executive Board, Credit
Suisse Group
Craig H. Foster 11 Madison Avenue, Managing Director, Credit USA
Managing Director and New York, NY 10010 Suisse First Boston
Board Member
Brady W. Dougan 11 Madison Avenue, Managing Director, Credit USA
Managing Director and New York, NY 10010 Suisse First Boston
Board Member
Carlos Onis 11 Madison Avenue, Controller, Credit Suisse USA
Chief Financial Officer New York, NY 10010 First Boston
and Board Member
Charles G. Ward III 11 Madison Avenue, Managing Director, Credit USA
Managing Director and New York, NY 10010 Suisse First Boston
Board Member
Jeremy Marshall 11 Madison Avenue, Managing Director, Credit United Kingdom
Managing Director and New York, NY 10010 Suisse First Boston
Board Member Corporation
Joseph McLaughlin 11 Madison Avenue, Managing Director & USA
General Counsel & Board New York, NY 10010 General Counsel, Credit
Member Suisse First Boston
Corporation
Richard C. Holbrooke 11 Madison Avenue, Vice Chairman, Credit USA
Vice Chairman New York, NY 10010 Suisse First Boston
Corporation
Ken Miller 11 Madison Avenue, Vice Chairman, Credit USA
Vice Chairman New York, NY 10010 Suisse First Boston
Corporation
Page 10 of 12
<PAGE>
David C. Mulford 11 Madison Avenue, Vice Chairman, Credit United Kingdom
Vice Chairman New York, NY 10010 Suisse First Boston, Inc.
and Chairman International,
Credit Suisse First Boston
Frank J. Decongelio 11 Madison Avenue, Managing Director, Credit USA
Managing Director & New York, NY 10010 Suisse First Boston
Director of Operations
Stuart Min 11 Madison Avenue, Deputy General Counsel, USA
Director & Deputy New York, NY 10010 Credit Suisse First Boston
General Counsel Corporation
Lori M. Russo 11 Madison Avenue, Vice President & Secretary, USA
Vice President and New York, NY 10010 Credit Suisse First Boston
Secretary Corporation
Lewis H. Wirshba 11 Madison Avenue, Treasurer, Credit Suisse USA
Managing Director and New York, NY 10010 First Boston Corporation
Treasurer
Rochelle Pullman 11 Madison Avenue, Controller, Credit Suisse USA
Director and Controller New York, NY 10010 First Boston Corporation
Thomas A. DeGennaro 11 Madison Avenue, Director of Taxes, Credit USA
Director and Director New York, NY 10010 Suisse First Boston
of Taxes Corporation
</TABLE>
Page 11 of 12
<PAGE>
ANNEX A
Set forth below are the purchases and sales of 7-1/2%
Convertible Subordinated Notes of Westbridge Capital Corp.
("Convertible Notes") by Credit Suisse First Boston Corporation
from February 13, 1998 through April 14, 1998. ("P" means
purchase and "S" means sale.)
Price Per
Aggregate Principal $100 in Principal
Amount of Amount of
Date Convertible Notes Convertible Notes
---- ----------------- -----------------
March 12, 1998 12,320,000 (P) $41.375
March 13, 1998 2,000,000 (P) $41.375
March 16, 1998 625,000 (P) $41.375
March 20, 1998 1,200,000 (P) $42.50
March 23, 1998 6,500,000 (P) $42.75
Page 12 of 12
