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FORM 3 OMB Approval
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OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response.........0.5
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
(the "Act"), Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1. Name and Address of Reporting Person*
Credit Suisse First Boston, on behalf of Credit
Suisse First Boston business unit
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(Last) (First) (Middle)
Uetlibergstrasse 231, P.O. Box CH-8045
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(Street)
Zurich, Switzerland
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
March 24, 1999
3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
4. Issuer name AND Ticker or Trading Symbol
Ascent Assurance Inc.
Neither the ticker nor the trading symbol has been assigned
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director
[X] 10% Owner
[ ] Officer (give title below)
[ ] Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing
(Check applicable Line)
[ ] Form Filed by One Reporting Person
[X] Form Filed by More than One Reporting Person
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TABLE I NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
(Instr. 4) Securities Form: Direct Beneficial
Beneficially (D) or Indirect Ownership
Owned (I) (Instr. 5) (Instr. 5)
(Instr. 4)
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Common Stock,
par value $0.01
per share 3,093,999 shares I See Exhibit 1
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
5(b)(v).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
<PAGE>
FORM 3 (continued)
TABLE II-- DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
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1. Title of 2. Date Exer- 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature of
Derivative cisable and Securities Underlying sion or ship Form Indirect
Security Expiration Derivative Security Exercise of Deriv- Beneficial
(Instr. 4) Date (Instr. 4) Price of ative Ownership
(Month/Day/Year) Deri- Security: (Instr. 5)
vative Direct (D) or
Security Indirect (I)
(Instr. 5)
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Date Expira- Title Amount or
Exer- tion Number of
cisable Date Shares
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<S> <C> <C> <C> <C> <C> <C> <C>
Series A immediately Perpetual, Common 4,765,165 Initially I See Exhibit 1
Convertible unless Stock at $4.88
Preferred redeemed
Stock, par by Ascent
value $0.01 Assurance
per share Inc.
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</TABLE>
Explanation of Responses: See Exhibit 1.
/s/ William W. Chandler 4/05/99
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** Signature of Reporting Person Date
Name: William W. Chandler
Title: Director
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
EXHIBIT 1 TO FORM 3
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Name and Registered Address of Reporting Person
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Credit Suisse First Boston, on behalf of
Credit Suisse First Boston business unit
Uetlibergstrasse 231, P.O. Box CH-8045
Zurich, Switzerland
Date of Event Requiring Statement
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March 24, 1999
Issuer Name and Ticker or Trading Symbol
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Ascent Assurance Inc. Neither the ticker, nor the trading symbol has been
assigned.
Explanation of Responses
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This Form 3 is being filed by Credit Suisse First Boston (the "Bank"), a Swiss
bank, on behalf if 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 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
and an indirect wholly-owned subsidiary of the Bank, indirectly beneficially
owns the securities reported herein through its wholly-owned subsidiary, Special
Situations Holdings, Inc. -- Westbridge ("SPV"). The principal business offices
of CSFBC and SPV are 11 Madison Avenue, New York, New York, 10010.
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 Bank 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 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. 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.
