SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Computervision Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
20557T101
- --------------------------------------------------------------------------------
(CUSIP Number)
William W. Chandler, Credit Suisse First Boston, Inc.,
11 Madison Avenue, New York, NY 10010
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 19, 1997
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /x/.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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).
CUSIP NO. 20557T101.
<PAGE>
- -----------------------------------------------------
CUSIP No. 20557T101
- -----------------------------------------------------
1 NAME OF REPORTING PERSON Credit Suisse First Boston Corporation S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-5659485
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
Massachusetts
7 SOLE VOTING POWER
4,615,400
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,615,400
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,615,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON*
BD
*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 Schedule 13D relates to shares of common stock, par value $.01 per
share, (the "Common Stock"), of Computervision Corporation, a corporation formed
under the laws of Delaware (the "Issuer"). The Issuer's principal executive
office is located at 100 Crosby Drive, Bedford, Massachusetts 01730.
Item 2. Identity and Background
This Schedule 13D is being filed by Credit Suisse First Boston Corporation
("CSFBC" or the "Reporting Person"), a corporation formed under the laws of
Massachusetts. The principal business of CSFBC is rendering broker dealer and
investment bank services. CSFBC's principal business address and address of its
principal office is 11 Madison Avenue, New York, NY 10010.
The information required for Item 2 (a)-(c) and (f) for the executive
officers and directors of CSFBC is provided below.
<TABLE>
<CAPTION>
(a) Name and Title (b) Business Address (c) Present Principal (f) Citizenship
Occupation
<S> <C> <C> <C>
Allen D. Wheat President, 11 Madison Avenue, New President & Chief Operating USA
Chief Executive Officer & York, NY 10010 Officer, Credit Suisse
Board Member First Boston
Craig H. Foster Managing 11 Madison Avenue, New Managing Director, Credit USA
Director & Board Member York, NY 10010 Suisse First Boston
Brady W. Dougan Managing 11 Madison Avenue, New Managing Director, Credit USA
Director & Board Member York, NY 10010 Suisse First Boston
Carlos Onis Chief 11 Madison Avenue, New Controller, Credit Suisse USA
Financial Officer & Board York, NY 10010 First Boston
Member
Charles G. Ward, II 11 Madison Avenue, New Managing Director, Credit USA
Managing Director & Board York, NY 10010 Suisse First Boston
Member
Richard C. Holbrooke Vice 11 Madison Avenue, New Vice Chairman, Credit USA
Chairman York, NY 10010 Suisse First Boston
Corporation
Ken Miller Vice 11 Madison Avenue, New Vice Chairman, Credit USA
Chairman York, NY 10010 Suisse First Boston
Corporation
David C. Mulford Vice 11 Madison Avenue, New Chairman, Credit Suisse United Kingdom
Chairman York, NY 10010 First Boston Europe
Frank J. Decongelio 11 Madison Avenue, New Managing Director, Credit USA
Managing Director & York, NY 10010 Suisse First Boston
Director of Operations
Lori M. Russo 11 Madison Avenue, New Vice President & Secretary, USA
Vice President & York, NY 10010 Credit Suisse First Boston
Secretary Corporation
Lewis H. Wirshba Managing 11 Madison Avenue, New Treasurer, Credit Suisse USA
Director & Treasurer York, NY 10010 First Boston Corporation
Rochelle Pullman Director & 11 Madison Avenue, New Controller, Credit Suisse USA
Controller York, NY 10010 First Boston Corporation
</TABLE>
Credit Suisse First Boston, Inc. ("CSFBI"), a corporation formed under the
laws of Delaware, owns 100% of the outstanding capital stock of CSFBC, and thus
is the person controlling CSFBC. CSFBI's principal business is being a holding
company. CSFBI's principal business address and the address of its principal
office is 11 Madison Avenue, New York, NY 10010.
Credit Suisse First Boston ("CSFB"), a corporation formed under the laws of
Switzerland, owns 100% of the outstanding capital stock of CSFBI, and thus is
the person controlling CSFBI. CSFB is a Swiss bank whose principal business is
providing a wide range of financial services to corporate, institutional and
public sector clients worldwide. CSFB's principal business address and the
address of its principal office is Uetlibergstrasse 231, Uetlihof, CH-8070
Zurich, Switzerland.
Credit Suisse Group ("CSG"), a corporation formed under the laws of
Switzerland, owns 100% of the outstanding capital stock of CSFB, and is the
person ultimately in control of CSFBC. CSG's principal business is being a
holding company. CSG's principal business address and the address of its
principal office is Nuschelerstrasse 1, Postfach 1, 807 Zurich, Switzerland.
The information required for Item 2 (a)-(c) and (f) for the executive
officers and directors of CSG is provided below.
<TABLE>
<CAPTION>
(a) Name (b) Business Address (c) Present Principal (f) Citizenship
Occupation
Board of Directors of
Credit Suisse Group:
<S> <C> <C> <C>
Rainer E. Gut Credit Suisse Group, P.O. Chairman of the Board, Switzerland
Box 1 Credit Suisse Group
Ch-8070 Zurich CH
Switzerland
Helmut O. Maucher Nestle S.A. Vice Chairman of the Board, Germany
CH-1800 Vevey Credit Suisse Group,
Switzerland Chairman of the Board and
CEO Nestle SA
Ulrich Albers Albers & Co. Partner, Albers & Co. Switzerland
P.O. Box 4276
CH-8022 Zurich
CH-8044 Zurich
Switzerland
Thomas W. Bechler P.O. Box Ch-8700 Kusnacht Chairman of the Board, Switzerland
Switzerland Zellweger Luna AG
Ulrich Bremi Swiss Re Chairman of the Board Swiss Switzerland
P.O. Box RE
CH-8022
Zurich, Switzerland
Jean-Daniel Cornaz Vetropack Holding Ltd. Vice Chairman and CEO Switzerland
P.O. Box Vetropack Holding Ltd.
Ch-8180
Bulach
Switzerland
Gianfranco Cotti Studio Legale-Notarile Lawyer Switzerland
Cotti Spiess Brunoni
Pedrazzini
Largo Zorzi 12
CH-6600 Locano
Switzerland
Arthur Dunkel Boulevard du Theatre 6-4 Former General Manager of Switzerland
CH-1204 Geneva GATT
Switzerland
Robert L. Geraillard 1, quai du Mont Blanc Vice Chairman of the Switzerland
P.O. Box 1304 Supervisory Board TBG
CH-1211 Geneva 1 Holdings, n.v.
Switzerland
Adolf Gugler Electrowatt Ltd. Chairman of the Board Switzerland
P.O. Box Electrowatt Ltd.
CH-8022 Zurich
Switzerland
Heini Lippuner Novartis Inc. Member of the Board Switzerland
CH-4002 Basle Novartis International Inc.
Switzerland
Otto Loepfe Im oberen Tollacher 5 Former President and CEO Switzerland
CH-8162 Steinmaur Swissair Group, now Member
Switzerland of the Board of Directors
Sair Group
Erich Muller Sulzer Ltd. Executive Vice-President Switzerland
P.O. Box 414 Sulzer Ltd.
CH-8401 Winterthur
Thomas Schmidheiny Zurcherstrasse 156 Chairman of the Board of Switzerland
CH-8845 Jona Directors and of the
Switzerland Executive Committee
"Holderbank" Financiere
Glaris Ltd.
Ernst Schneider Credit Suisse Former Chairman of the Switzerland
P.O. Box 10 Board of Directors of Bank
CH-8070 Zurich Leu
Switzerland
Verena Spoerry Claridenstrasse 3 Member of the Council of Switzerland
CH-8810 Horgen States
Switzerland
Theodor M. Tschopp Alusuisse Lonza Holding Chairman of the Board Switzerland
Ltd. Alusuisse-Lonza Holding Ltd.
Feldeggstrasse 4
CH-8034 Zurich
Switzerland
Executive Officers of
Credit Suisse Group:
Lukas Muhlemann Credit Suisse Group Chief Executive Officer Switzerland
P.O. Box 1 Credit Suisse Group
CH-8070 Zurich
Switzerland
Philip M. Colebatch Credit Suisse Asset Executive Board Member Australian
Management Credit Suisse Group
Beaufort House
15 St. Botolph Street
London, EC3A 7JJ
Klaus Jenny Credit Suisse Private Credit Suisse Private Switzerland
Banking Banking
P.O. Box 500
CH-8070 Zurich
Switzerland
Paul Meier Credit Suisse Executive Board Member Switzerland
P.O. Box 100 Credit Suisse Group
CH-8070 Zurich
Switzerland
Hans-Ulrich Doerig Credit Suisse First Boston Executive Board Member Switzerland
P.O. Box 800 Credit Suisse Group
CH-8070 Zurich
Switzerland
Allen D. Wheat Credit Suisse First Boston Executive Board Member U.S.A.
11 Madison Avenue Credit Suisse Group
New York, NY 10010-3629
Oswald J. Grubel Credit Suisse First Boston Executive Board Member Germany
P.O. Box 800 Credit Suisse Group
CH-8070 Zurich
Switzerland
Richard E. Thornburgh Creidt Suisse Group Chief Financial Officer U.S.A.
P.O. Box 1
CH-8070 Zurich
Switzerland
</TABLE>
Neither CSFBC, CSFBI, nor CSFB, nor any of their executive officers or
directors listed herein on Item 2 has (a) during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) during the last five years 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, Federal or State securities laws or finding any violation with
respect to such laws.
With regard to the information required for Item 2 (d) and (e) of this
Schedule 13D for CSG, the Reporting Person is not aware of any information
required to be disclosed hereunder. However, the Reporting Person is still in
the process of gathering information relating to non-U.S. resident directors and
officers of CSG, and the Reporting Person will amend this Schedule 13D if
necessary.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person used working capital to purchase all of the 4,615,400
shares of Common Stock reported on this Schedule 13D.
In addition to purchases of Common Stock made by the Reporting Person
during the past 60 days, as reported in Item 5(c) of this Schedule 13D, the
Reporting Person made the following purchases and sales of Common Stock during
1997.
Type of
Date of Transaction Number of Shares Price per Share ($) Transaction
- ------------------- ---------------- ------------------- ---------------
January 10, 1997 229,700 7.28 Purchase
January 13, 1997 50,000 7.25 Purchase
January 14, 1997 40,000 7.05 Purchase
January 14, 1997 39,600 7.17 Purchase
January 14, 1997 646,100 6.43 Purchase
January 14, 1997 146,100 6.43 Sale
March 14, 1997 15,000 5.75 Purchase
March 14, 1997 35,000 5.75 Purchase
March 17, 1997 25,000 5.75 Purchase
March 17, 1997 14,800 5.55 Purchase
<PAGE>
Shares held in Program 12,400 Sold for various prices Sale
trading accounts - Sold between January 1, 1997
at various dates between and May 16, 1997
January 1, 1997 and May 16,
1997
Item 4. Purpose of Transaction
At the time the Reporting Person purchased its shares of Common Stock and
until recently, the Reporting Person did not have any plan, proposal, or
intention which relates to or would result in any action with respect to the
matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D.
On February 13, 1997, CSFBI filed Schedule 13G on behalf of CSFBC,
discussing CSFBC's beneficial ownership of 3,513,200 shares of Common Stock as
of December 31, 1996.
Concerned about the performance and direction of the Issuer, the Reporting
Person contacted an executive search firm in late March 1997 to explore
potential candidates to the Board of Directors of the Issuer, particularly
candidates with finance and computer software expertise. The Reporting Person's
primary reason for initiating this search was to assess the caliber of
candidates potentially interested in serving as a director of the Issuer.
In early April, the Reporting Person contacted certain other major
institutional investors to gauge their views of the Issuer. After discussing the
performance and direction of the Issuer with certain major institutional
investors, the Reporting Person initiated discussions with key members of
management and the Board of Directors. After several conversations, management
and the Board of Directors agreed with the Reporting Person to add two nominees
with finance and computer software expertise to the Issuer's slate of directors
for the 1997 annual meeting of stockholders to be held on June 10, 1997 (the
"Annual Meeting").
On May 19, 1997, CSFBC entered into an Irrevocable Proxy, attached hereto
as Exhibit 99.1 (the "Irrevocable Proxy"). Pursuant to Section 1 of the
Irrevocable Proxy, CSFBC appointed Russell E. Planitzer to act as its
irrevocable proxy and attorney-in-fact (with the full power of substitution) to
vote all of the shares of the Common Stock, owned of record or beneficially or
acquired after May 19, 1997 by CSFBC at the Annual Meeting (including any
postponement or adjournment thereof or any special meeting called in lieu of the
Annual Meeting) in favor of all of the nominees for Class I and Class II
Directors listed on Exhibit B of the Irrevocable Proxy.
Pursuant to Section 3 of the Irrevocable Proxy, the Irrevocable Proxy shall
terminate on the date which shall be the earlier of (a) the final adjournment of
the Annual Meeting or (b) June 30, 1997. In addition, Section 3 of the
Irrevocable Proxy provides that the Irrevocable Proxy also shall automatically
terminate if (i) the Issuer's proxy statement is amended for any reason after
filing with the Securities and Exchange Commission (the "SEC"); (ii) the Issues
files a preliminary proxy statement with the SEC or (iii) CSFBC's nominees are
not included for any reason in any proxy statement filed with the SEC by the
Issuer.
Item 5. Interest in Securities of the Issuer
(a) According to the Form 10-Q of the Issuer filed for the period ending
March 31, 1997, as of May 12, 1997, the Issuer has 63,575,158 shares issued and
outstanding, of which 4,615,400 shares, or 7.3% of the outstanding shares of
Common Stock, are beneficially owned by CSFBC.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that any of the persons named in Item 2 above
is the beneficial owner of any of the shares of Common Stock owned by any of the
other persons named in Item 2 above for the purposes of Section 13(d) of the
Securities Exchange Act or for any other purpose, and such beneficial ownership
is expressly disclaimed.
(b) CSFBC has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of the 4,615,400 shares of Common
Stock owned by CSFBC.
(c) During the past 60 days, the following purchases of the Common Stock
were made by CSFBC on the open market:
Date of Transaction Number of Shares Price per Share ($)
------------------- ---------------- -------------------
March 25, 1997 25,000 4.87
March 26, 1997 5,000 4.62
March 26, 1997 25,000 4.75
March 27, 1997 16,800 4.79
March 27, 1997 25,000 5.00
March 27, 1997 53,700 4.75
April 2, 1997 10,000 3.87
April 2, 1997 5,000 3.87
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None, other than disclosures made in Item 4 above.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 - Irrevocable Proxy
<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: May 23, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION
/s/ Lori M. Russo
-------------------
Name: Lori M. Russo
Title: Vice President & Secretary
EXHIBIT 99.1
IRREVOCABLE PROXY
THIS IRREVOCABLE PROXY, dated May 19, 1997, is granted by Credit Suisse
First Boston Corporation (the "Stockholder")
WHEREAS Computervision Corporation, a Delaware corporation (the "Company"),
has scheduled its Annual Meeting of Stockholders to be held on June 10, 1997
(the "Annual Meeting") for the purpose of, among other matters, electing certain
nominees to serve as Directors of the Company; and
WHEREAS the Stockholder has consulted with the Company and has recommended
certain of the nominees to be presented for election at the Annual Meeting; and
WHEREAS the Company, as a condition to the mailing of the proxy statement
to the Company's stockholders for the Annual Meeting, desires to assure that the
nominees to serve as Directors of the Company are satisfactory to the
Stockholder and that the Stockholder will vote in favor of such nominees;
NOW THEREFORE, in consideration of the Company's submission to the
stockholders for election at the Annual Meeting of the Class I nominee and the
Class II nominee set forth in Exhibit A attached hereto (the "Stockholder's
Nominees"), the Stockholder hereby agrees as follows:
1. In accordance with Delaware General Corporate Law Section 215, the
Stockholder hereby grants to, and appoints, Russell E. Planitzer as its
irrevocable proxy and attorney-in-fact (with the full power of substitution) to
vote all of the shares of common stock of the Company, par value $.01 per share,
owned of record or beneficially or hereafter acquired by the Stockholder (the
"Shares") at the Annual Meeting (including any postponement or adjournment
thereof or any special meeting called in lieu of the Annual Meeting) in favor of
all of the nominees for Class I and Class II Directors listed on Exhibit B
attached hereto (the additional Class II nominees, together with the
"Stockholder's Nominees," the "Nominees").
2. Russell E. Planitzer, in his capacity as proxy (the "Proxy"), hereby
agrees that, prior to the termination of this Irrevocable Proxy pursuant to
Section 3 below, the Proxy shall be present at the Annual Meeting (including any
postponement or adjournment thereof or any special meeting called in lieu of the
Annual Meeting) and shall vote (or cause to be voted) the Shares in favor of the
Nominees. The Proxy hereby agrees that the Proxy shall not have the authority to
vote the Shares on any other matters that may come before the stockholders at
the Annual Meeting (including any postponement or adjournment thereof or any
special meeting called in lieu of the Annual Meeting).
3. This Irrevocable Proxy shall terminate on the date (the "Termination
Date") which shall be the earlier of (a) the final adjournment of the Annual
Meeting or (b) June 30, 1997. This Irrevocable Proxy also shall automatically
terminate if (i) the Company's proxy statement is amended for any reason after
filing with the Securities and Exchange Commission (the "SEC"); (ii) the Company
files a preliminary proxy statement with the SEC or (iii) the Stockholder's
Nominees are not included for any reason in any proxy statement filed with the
SEC by the Company.
4. The Stockholder intends that this Proxy is coupled with an interest in
the Shares and in the Company, and, as a result, this Proxy shall be irrevocable
until the Termination Date, whereupon it shall automatically lapse. The
Stockholder shall not grant any other proxies with respect to the Shares prior
to the Termination Date.
5. The Stockholder agrees to execute and deliver to the Company such
additional documents as the Company may reasonably request to effectuate or
further secure and protect the rights of the Proxy.
6. The Stockholder acknowledges that this Proxy provides rights which are
unique and that the Proxy will not have adequate remedies at law for the
Stockholder's failure to perform its obligations hereunder. Accordingly, it is
agreed that the Proxy shall have the right to specific performance and equitable
injunctive relief for the enforcement of such obligations.
7. This Proxy shall be governed in all respects, including validity,
interpretation and effect, by the internal laws of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the Stockholder has caused this Irrevocable Proxy to be
duly executed as of the date hereof.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ David Matlin
-----------------
Name: David Matlin
Title: Managing Director
By: /s/ Russell E. Planitzer
------------------------
Russell E. Planitzer
<PAGE>
EXHIBIT A
STOCKHOLDER'S NOMINEES
Sanjiv Ahuja (Class II)
Henry Ancona (Class I)
<PAGE>
EXHIBIT B
Class I
-------
Henry Ancona
Class II
--------
Sanjiv Ahuja
Kathleen A. Cote
Andrew G.C. Sage, II
