UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____ )*
Ascent Assurance Inc.
(f.k.a. Westbridge Capital Corp.)
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
04362N103
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(CUSIP Number)
William W. Chandler
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010-3629
(212) 325-2911
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1999
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(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 Secs. 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 Rule 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. 04362N103
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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]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,859,164 shares of Common Stock,
OWNED BY par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
7,859,164 shares of Common Stock,
par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,859,164 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6%
14 TYPE OF REPORTING PERSON*
BK, HC, OO
*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,
$0.01 par value (the "Common Stock"), of Ascent Assurance Inc. (formerly known
as Westbridge Capital Corp.) ("Ascent" or the "Company"). The principal
executive offices of Ascent are located at 110 West Seventh 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 "Act") and an indirect wholly owned
subsidiary of the Bank, 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 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, of
CSFBC and of the SPV, are set forth on Schedules I, II and III, 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 pursuant to the Plan of
Reorganization of the Company (the "Plan"), whereby Special Situations Holdings,
Inc. - Westbridge ("SPV"), a wholly-owned subsidiary of CSFBC, (i) received
8,090 shares of Series A Convertible Preferred Stock, par value $0.01 per share
("Convertible Preferred Stock"), in exchange for 11% Senior Subordinated Notes
due 2002 (the "11% Notes") that were held by CSFBC, (ii) purchased 15,167
additional shares of Convertible Preferred Stock pursuant to the Stock Purchase
Agreement, dated as of September 16, 1998, between the Company and CSFBC (the
"Stock Purchase Agreement"), under which CSFB agreed to purchase the Convertible
Preferred Stock distributable to holders of 11% Notes and not purchased by other
eligible holders of 11% Notes, and (iii) became entitled to receive (upon
submission of a letter of transmittal) approximately 3,093,999 shares of Common
Stock (which number will be adjusted upward pending the resolution of certain
unsecured claims filed against the Company) in exchange for its 7-1/2%
Subordinated Convertible Notes Due 2004 (the "7-1/2% Notes") that were held by
CSFBC, as more fully described in Item 4 and Item 5 below. The net amount of
funds used by SPV to acquire 15,167 shares of Convertible Preferred Stock was
$15,167,198. These funds came from CSFBC's working capital.
Item 4. Purpose of Transaction.
The acquisition of additional securities of the Company is a
result of a reorganization proceeding that was commenced by the Company on
September 16, 1998 by filing a voluntary petition for relief under Chapter 11,
Title 11 of the United States Code, along with a Disclosure Statement (the
"Disclosure Statement") and the Plan. The Disclosure Statement and the Plan were
amended on October 28, 1998, and the Disclosure Statement was approved by order
of the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") on October 30, 1998. The Plan was confirmed by the
Bankruptcy Court on December 17, 1998 and became effective on March 24, 1999
(the "Effective Date").
On the Effective Date, pursuant to the Plan, all of the
Company's outstanding (i) 11% Notes, (ii) 7-1/2% Notes, (iii) Series A
Convertible Redeemable Exchangeable Preferred Stock, (iv) Common Stock, par
value $.10 per share ( the "Old Common Stock"), (v) warrants to purchase Old
Common Stock, (vi) unexercised stock options to purchase Old Common Stock, and
(vii) unvested grants of restricted Old Common Stock were cancelled. On March
25, 1999, the Company (i) terminated the registration under Section 12(g) of the
Act of the Old Common Stock, the 11% Notes and the 7-1/2% Notes, and (ii) filed
a Form 8-A to register its Common Stock and Warrants to purchase Common Stock
under Section 12(g) of the Act.
After the submission of the letter of transmittal as described
in Item 3 above, CSFBC will hold approximately 3,093,999 shares of Common Stock
and altogether 23,257 shares of Convertible Preferred Stock, which may be
converted at any time at CSFBC's option at an initial conversion price of $4.88
per share into 4,765,165 shares of Common Stock.
The Reporting Person and CSFBC may, from time to time, and
reserve the right to change their plans or intentions and to take any and all
actions that they deem appropriate to maximize the value of their investments,
including, among other things, from time to time, acquiring additional
securities of the Company, disposing of any securities of the Company owned by
them or formulating 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, subsequent
developments affecting the Company, the general business and future prospects of
the Company, tax considerations or other factors.
Except as set forth above, neither the Reporting Person nor
CSFBC has any current 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, if
any, 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) 23,257 shares of Convertible Preferred Stock are
immediately convertible into 4,765,165 shares of Common Stock, and the Reporting
Person may be deemed to have a beneficial ownership interest in such shares and
3,093,999 (which number may be adjusted upward pending the resolution of
unsecured claims against the Company) shares of Common Stock, which CSFB will
receive upon submission of a letter of transmittal. 7,859,164 shares of Common
Stock (which is the total of 4,765,165 and 3,093,999) represent approximately
56.6% of the shares of Common Stock on a converted basis, pursuant to Ascent's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 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) As described in Item 3, the Plan became effective on March
24, 1999. The acquisition of 15,167 shares of Convertible Preferred Stock was
consummated pursuant to the Stock Purchase Agreement. In addition, CSFB and the
Company entered into the Registration Rights Agreement, dated as of March 24,
1999, pursuant to which CSFB has the right, if it holds more than 10% of any of
the Common Stock or the Convertible Preferred Stock, to cause the Company to
register its shares of Common Stock and Convertible Preferred Stock under the
Securities Act and thereby permit a public distribution of such shares. Subject
to customary limitations, CSFB has the right to demand five registrations and is
permitted to "piggy-back" an unlimited number of times other registrations with
respect to the Common Stock and Convertible Preferred Stock.
Otherwise, neither the Reporting Person nor, to the best
knowledge of the Reporting Person, CSFBC or the SPV or any of the persons listed
on Schedules I, II or III effected any transactions in shares of Common Stock
from April 14, 1998 through April 5, 1999.
(d-e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described in Item 4 and Item 5 above, neither the
Reporting Person, nor, to the best knowledge of the Reporting Person, CSFBC, the
SPV or any of the persons listed on Schedules I, II or III 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.
Exhibit Description
2.1 First Amended Plan of Reorganization of Westbridge Capital Corp.
under Chapter 11 of the Bankruptcy Code, dated as of October 30,
1998 (incorporated by reference to Exhibit 2 to the Company's
Form 8-K filed on September 21, 1998).
10.1 Registration Rights Agreement, dated as of March 24, 1999,
between the Company and Special Situations Holdings, Inc. -
Westbridge (incorporated by reference to Exhibit 10.13 to the
Company's Annual Report Form 10-K filed on March 31, 1999).
<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 5, 1999
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>
<TABLE>
<CAPTION>
SCHEDULE I
Executive Board Members and Executive Officers of the Reporting Person
Name and Title Business Address Principal Occupation Citizenship
- -------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
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
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>
<TABLE>
<CAPTION>
SCHEDULE II
Executive Officers and Directors of Credit Suisse First Boston Corporation
Name and Title Business Address Principal Occupation Citizenship
- -------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
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
Benjamin H. Cohen 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 and 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
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 and New York, NY 10010 Suisse First Boston
Director of Operations
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>
<TABLE>
<CAPTION>
SCHEDULE III
Executive Board Members and Executive Officers of the SPV
Name and Title Business Address Principal Occupation Citizenship
- -------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
David Matlin 11 Madison Avenue Director and Chairman USA
Director and Chairman New York, N.Y. 10010
Donna Alderman 11 Madison Avenue Chairwoman and President USA
Chairwoman and President New York, N.Y. 10010
Lori Russo 11 Madison Avenue Secretary USA
Secretary New York, N.Y. 10010
Zev Kindler 11 Madison Avenue Treasurer USA
Treasurer New York, N.Y. 10010
Tom Zingalli 11 Madison Avenue Comptroller USA
Comptroller New York, N.Y. 10010
Rhonda Matty 11 Madison Avenue Assistant Secretary USA
Assistant Secretary New York, N.Y. 10010
</TABLE>
