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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
IBP, INC.
(Name of Issuer)
Common Stock
$0.05 PAR VALUE
(Title of Class of Securities)
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449223106
(CUSIP Number)
George R. Bason, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212 450 4340
(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)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement. [ ]
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SCHEDULE 13D
CUSIP No. 449223106 Page 1 of 1 Page
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First Boston
business unit
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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*
Not applicable
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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
See Item 5
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8 SHARED VOTING POWER
See Item 5
NUMBER OF SHARES ------------------------------------
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING PERSON
WITH See Item 5
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10 SHARED DISPOSITIVE POWER
See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
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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)
See Item 5
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14 TYPE OF REPORTING PERSON*
BK, HC, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Reporting Person (as defined below) hereby amends and supplements
the Report on Schedule 13D, originally filed on October 11, 2000 (the
"Schedule 13D") with respect to the shares of common stock, $0.05 par value
(the "Shares") of IBP, inc. (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned
to such term in the Schedule 13D.
All references in the Schedule 13D to Donaldson, Lufkin & Jenrette, Inc.
or to the defined term "DLJ", to the extent not otherwise amended by this
Amendment No. 1, 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 the Schedule 13D 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 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, Inc. ("CSFBI"), a Delaware corporation, is a
wholly owned subsidiary of the Bank. As of November 3, 2000, Donaldson, Lufkin
& Jenrette, Inc., a Delaware corporation, became a direct wholly owned
subsidiary of CSFBI and was renamed Credit Suisse First Boston (USA), Inc.
("CSFB-USA") and the following entities became indirect subsidiaries of CSFBI:
(1) Rawhide Holdings Corporation, a Delaware corporation, ("Rawhide Holdings"),
(2) Rawhide Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Rawhide Holdings ("Rawhide Acquisition "); (3) DLJ Merchant
Banking Partners III, L.P., a Delaware corporation ("Partners III"); (4) DLJ
Offshore Partners III, C.V., a Netherlands Antilles limited partnership
("Offshore III"); (5) DLJMB Funding III, Inc., a Delaware corporation ("Funding
III"); (6) DLJ Merchant Banking III, L.P., a Delaware limited partnership
("MBIII LP"); (7) DLJ Merchant Banking III, Inc., a Delaware corporation
("MBIII Inc."); (8) DLJ ESC II L.P., a Delaware limited partnership ("ESC II");
(9) DLJ LBO Plans Management Corporation, a Delaware corporation ("LBO"); and
(10) DLJ Capital Investors, Inc., a Delaware corporation ("DLJCI" and together
with the previously listed entities, the "DLJ Entities"). In addition, as of
November 3, 2000, Credit Suisse First Boston Corporation ("CSFBC"), a
Massachusetts corporation and a registered broker-dealer, became a wholly owned
subsidiary of CSFB-USA.
(ii) by deleting the thirteenth through seventeenth paragraphs and
replacing them with the following:
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, 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 beneficially owned by its direct and
indirect subsidiaries, including
1
<PAGE>
the Reporting Person. The Reporting Person disclaims beneficial ownership of
Shares beneficially owned by CSG and any of CSG's and the Bank's other business
units.
(iii) by deleting the second sentence of the eighteenth paragraph and the
nineteenth through twenty-first paragraphs and replacing them with the
following:
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 CSFB-USA, those DLJ Entities that are corporations, the CSFB
business unit and CSFBC are set forth on Schedules A through I, respectively,
attached hereto, each of which is incorporated by reference herein.
During the past five (5) years none of the Reporting Person, the Bank,
CSFB-USA, the DLJ Entities, CSFBI, CSFBC nor, to the best knowledge of any of
such persons, any of the other persons listed on Schedules A through I 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 Schedule 13D is hereby amended by
deleting the third through fifth paragraphs and replacing them with the
following:
As the sole stockholder of DLJCI, CSFB-USA may be deemed, for purposes of
Rule 13d-3 under the Act, to beneficially own indirectly the Rawhide Shares
that may be deemed to be owned beneficially by DLJCI. As the sole stockholder
of CSFB-USA, the Bank, on behalf of the Reporting Person, may be deemed, for
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the
Rawhide Shares that may be deemed to be beneficially owned indirectly by
CSFB-USA. Each of CSFB-USA and the Reporting Person disclaims beneficial
ownership of the Rawhide Shares.
In addition, in the ordinary course of the Reporting Person's business,
certain subsidiaries of CSFB-USA hold an aggregate of approximately 197,130
Shares in investment advisory and brokerage accounts and CSFBC holds
approximately 98,611 Shares in proprietary trading and investment accounts.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 of the Schedule 13D is hereby deleted in its entirety.
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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.
Date: November 9, 2000
Credit Suisse First Boston, acting solely
on behalf of the Credit Suisse First
Boston business unit
By: /s/ Lindsay Hollister
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Name: Lindsay Hollister
Title: Director
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SCHEDULES
Schedules G through M are deleted in their entirety and replaced with the
following:
Schedule G
Executive Officers and Directors
of
Credit Suisse First Boston (USA), Inc.
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston (USA), Inc. ("CSFB-USA"), formerly known as
Donaldson, Lufkin & Jenrette, Inc. The business address of CSFB-USA is 11
Madison Avenue, New York, New York 10010.
<TABLE>
Name and Title Business Address Principal Occupation Citizenship
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<S> <C> <C> <C>
Joe L. Roby 11 Madison Avenue Chairman of the Credit Suisse USA
Board Member New York, NY 10010 First Boston
Allen Wheat 11 Madison Avenue Chairman of the Executive USA
President and Chief Executive New York, NY 10010 Board and President and Chief
Officer and Board Member Executive Officer of Credit
Suisse First Boston and Member
of the Executive Board of Credit
Suisse Group
Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer of USA
Chief Financial and Administrative New York, NY 10010 Credit Suisse First Boston
Officer and Board Member
Brady W. Dougan 11 Madison Avenue Head of Equities of Credit USA
Division Head-Equities and Board New York, NY 10010 Suisse First Boston
Member
D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA
Head of Strategic Rick New York, NY 10010 Management of Credit Suisse
Management First Boston
David C. Fisher 11 Madison Avenue Chief Financial Officer of USA
Chief Financial Officer New York, NY 10010 Credit Suisse First Boston
Gates H. Hawn 11 Madison Avenue Head of Financial Services of USA
Head of Financial Services and New York, NY 10010 Credit Suisse First Boston
Board Member
Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income of Credit USA
Division Head-Fixed Income and New York, NY 10010 Suisse First Boston
Board Member
Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking USA
Division Co-Head-Investment New York, NY 10010 of Credit Suisse First Boston
Banking and Board Member
Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA
Head of Technology, Operations New York, NY 10010 and Finance of Credit Suisse
and Finance First Boston
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Name and Title Business Address Principal Occupation Citizenship
--------------------------------------- -------------------- ------------------------------------ -------------
<S> <C> <C> <C>
Joseph T. McLaughlin 11 Madison Avenue Executive Vice USA
General Counsel and Board New York, NY 10010 President--Legal and
Member Regulatory Affairs of Credit
Suisse First Boston
Garrett M. Moran 11 Madison Avenue Head of Private Equity of Credit USA
Head of Private Equity New York, NY 10010 Suisse First Boston
Robert C. O'Brien 11 Madison Avenue Chief Credit Officer of Credit USA
Chief Credit Officer New York, NY 10010 Suisse First Boston
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 and Officer of Credit Suisse First
Board Member Boston and Member of the
Executive Board of Credit
Suisse Group
Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking USA
Division Co-Head-Investment New York, NY 10010 of Credit Suisse First Boston
Banking and Board Member
Lewis H. Wirshba 11 Madison Avenue Treasurer of Credit Suisse First USA
Treasurer New York, NY 10010 Boston
Robert M. Baylis 11 Madison Avenue Member of the Board of USA
Board Member New York, NY 10010 Directors 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 of
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>
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Schedule H
Executive Board Members and Executive Officers
of
The Reporting Person
The following table sets forth the name, business address, present
principal occupation and citizenship of each executive board member and
executive officer of the Reporting Person, as of October 31, 2000. The business
address of the Reporting Person is 11 Madison Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
---------------------------- ---------------------------- ------------------------------------ ----------------
Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, Credit USA
Chairman New York, NY 10010 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 Executive USA
Board Member New York, NY 10010 Officer, Credit Suisse Financial
Products
Stephen A.M. Hester 11 Madison Avenue, Chief Financial Officer, Credit United Kingdom
Board Member New York, NY 10010 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 Suisse United Kingdom
Board Member New York, NY 10010 First Boston, Inc. and Chairman
International, Credit Suisse First
Boston
Stephen E. Stonefield Uetlibergstrasse 231, P.O. Chairman of Pacific Region, USA
Board Member Box 900, CH-8045 Zurich, Credit Suisse First Boston
Switzerland
Franz K. von Meyenburg Uetlibergstrasse 231, P.O. Deputy Chairman of Europe, Switzerland
Board Member Box 900, CH-8045 Zurich, Credit Suisse First 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, Private USA
Executive Officer New York, NY 10010 Equity Division
John M. Hennessy 11 Madison Avenue, Chairman, Private Equity USA
Executive Officer New York, NY 10010 Division
</TABLE>
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Schedule I
Executive Officers and Directors
of
Credit Suisse First Boston Corporation
The following table sets forth the name, business address, present
principal occupation and citizenship of each director and executive officer of
Credit Suisse First Boston Corporation ("CSFBC"). The business address of CSFBC
is 11 Madison Avenue, New York, New York 10010.
<TABLE>
<S> <C> <C> <C>
Name and Title Business Address Principal Occupation Citizenship
------------------------------------- ----------------------- ------------------------------------ ----------------
Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, Credit USA
President, Chief Executive Officer New York, NY 10010 Suisse First Boston and member
and Board Member of the Executive Board, Credit
Suisse Group
Brady W. Dougan 11 Madison Avenue, Managing Director, Credit USA
Managing Director and Board New York, NY 10010 Suisse First Boston Corporation
Member
Carlos Onis 11 Madison Avenue, Managing Director, Credit USA
Board Member New York, NY 10010 Suisse First Boston Corporation
Charles G. Ward, III 11 Madison Avenue, Managing Director, Credit USA
Managing Director and Board New York, NY 10010 Suisse First Boston Corporation
Member
Joseph T. McLaughlin 11 Madison Avenue, Executive Vice President for Legal USA
Board Member New York, NY 10010 and Regulatory Affairs, Credit
Suisse First Boston
Ken Miller 11 Madison Avenue, Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
David C. Mulford 11 Madison Avenue, Vice Chairman, Credit Suisse United Kingdom
Vice Chairman New York, NY 10010 First Boston, Inc. and Chairman
International, Credit Suisse First
Boston
Frank J. Decongelio 11 Madison Avenue, Managing Director, Credit USA
Managing Director & Director of New York, NY 10010 Suisse First Boston
Operations
Lori M. Russo 11 Madison Avenue, Vice President & Secretary, USA
Vice President and Secretary New York, NY 10010 Credit Suisse First Boston
Corporation
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<PAGE>
Lewis H. Wirshba 11 Madison Avenue, Treasurer, Credit Suisse First USA
Managing Director and Treasurer New York, NY 10010 Boston Corporation
Rochelle Pullman 11 Madison Avenue, Controller, Credit Suisse First USA
Director and Controller New York, NY 10010 Boston Corporation
John Gallagher 11 Madison Avenue, Director, USA
Director and Director of Taxes New York, NY 10010 Credit Suisse First Boston
Corporation
Richard E. Thornburgh 11 Madison Avenue, Vice Chairman of the Executive USA
Board Member New York, NY 10010 Board and Chief Financial
Officer of Credit Suisse First
Boston
Richard H. Butt 11 Madison Avenue, Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
Steven Koch 11 Madison Avenue, Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
Robert S. Murley 277 W. Monroe Street, Vice Chairman, Credit Suisse USA
Vice Chairman Chicago, IL 60606 First Boston Corporation
Mark Patterson 11 Madison Avenue Vice Chairman, Credit Suisse USA
Vice Chairman New York, NY 10010 First Boston Corporation
David C. Fisher 11 Madison Avenue Chief Finance Officer, Credit USA
Chief Financial Officer New York, NY 10010 Suisse First Boston Corporation
</TABLE>
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