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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
[X] Definitive Proxy Statement of the Commission
[X] Definitive Proxy Statement Only (as permitted)
[ ] Definitive Additional Materials Only (as permitted)
by Rule 14a-6(c)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
DONALDSON, LUFKIN & JENRETTE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
March 23, 199818, 1999
Dear Stockholder:
You are cordially invited to attend the 19981999 Annual Meeting of
Stockholders of Donaldson, Lufkin & Jenrette, Inc. The meeting will be held at
the Company's offices, 8th Floor, 277 Park Avenue, New York, New York 10172, on
Wednesday, April 22, 199821, 1999 at 10:00 a.m., New York City time.
The business of the meeting will be to (i) elect directors to the
Company's Board of Directors, (ii) approve the sale by the Company of
$300,000,000 of its common stock in July 1998 to The Equitable Life Assurance
Society of the United States and AXA Holdings (Belgium), (iii) consider and
vote onupon the approval of an amendment to the Company's Restated Certificate of Incorporation to increase1996 Stock Option Plan,
including increasing the number of authorized shares of common stock from 150,000,000 to 300,000,000authorized under such
plan by 15,000,000 and the number of
authorized shares of preferred stock from 25,000,000 to 50,000,000 and (iii)(iv) ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.1999. Information
on these matters can be found in the accompanying proxy statement.
Whether or not you plan to attend the meeting in person, your shares
should be represented and voted at the meeting. Accordingly, after reading the
enclosed proxy statement, kindly mark the proxy card to indicate your vote,
date and sign the proxy card, and return it in the enclosed postage-paid
envelope as soon as conveniently possible. If you desire to vote in accordance
with management's recommendations, you need not mark your votes on the proxy
card but need to sign, date and return it in the enclosed postage-paid envelope
in order to record your vote. If you later decide to attend the meeting and
wish to vote your shares personally, you may revoke your proxy at any time
before it is exercised.
Sincerely,
Joe L. Roby John S. Chalsty
President and Chairman of the
Chief Executive Officer Board
DONALDSON, LUFKIN & JENRETTE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Donaldson, Lufkin & Jenrette, Inc.:
Notice is hereby given that the 19981999 Annual Meeting (the "Annual Meeting")
of the stockholders of Donaldson, Lufkin & Jenrette, Inc. (the "Company") will
be held at the Company's offices, 8th Floor, 277 Park Avenue, New York, New
York 10172, on Wednesday, April 22, 1998,21, 1999, at 10:00 a.m., New York City time,
for the following purposes:
1. To elect all of the members of the Company's Board of Directors to
serve until the Company's next annual meeting and until such directors'
successors are elected and shall have qualified.
2. To approve the sale by the Company of $300,000,000 of its common stock
in July 1998 to The Equitable Life Assurance Society of the United States and
AXA Holdings (Belgium).
3. To consider and vote upon the approval of an amendment to the Company's
Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 150,000,000 to 300,000,000 and the number of authorized
shares of preferred stock from 25,000,000 to 50,000,000.
3.1996 Stock Option Plan.
4. To ratify the appointment of KPMG Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending December 31, 1998.
4.1999.
5. To transact such other business as may properly come before the Annual
Meeting or at any adjournments thereof.
A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Only stockholders of record at the close of
business on March 9, 19988, 1999 are entitled to notice of, and to vote at, the Annual
Meeting and at any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Marjorie S. White
Secretary
March 23, 199818, 1999
PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL INSURE THAT YOUR SHARES ARE VOTED
IN ACCORDANCE WITH YOUR WISHES.
DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
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PROXY STATEMENT
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This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Donaldson, Lufkin & Jenrette, Inc., a
Delaware corporation (the "Company"), of proxies to be voted at the 19981999 annual
meeting of stockholders to be held on Wednesday, April 22, 199821, 1999 at 10:00 a.m.,
New York City time, at the Company's offices, 8th Floor, 277 Park Avenue, New
York, New York 10172, and at any adjournments thereof (the "Annual Meeting").
The Notice of Annual Meeting, this Proxy Statement and the accompanying proxy
card are first being mailed to stockholders on or about March 23, 1998,18, 1999, to all
stockholders entitled to vote at the Annual Meeting.
At the Annual Meeting, the Company's stockholders will be asked (i) to
elect the following persons as directors of the Company to serve until the
Company's next annual meeting and until such directors' successors are elected
and shall have qualified: Joe L. Roby, John S. Chalsty, Joe L. Roby, Anthony F. Daddino,
David DeLucia, Hamilton E. James, Richard S. Pechter, Theodore P. Shen,Stuart M. Robbins, Henri
de Castries, Denis Duverne, Jane Mack Gould, Louis Harris, Michael Hegarty,
Henri G. Hottinguer, W. Edwin Jarmain, Francis Jungers, Edward D. Miller, W.J.
Sanders III, Stanley B. Tulin and John C. West, (ii) to approve the sale by the
Company of $300,000,000 of its common stock, par value $0.10 per share ("Common
Stock") in July 1998 to The Equitable Life Assurance Society of the United
States and AXA Holdings (Belgium), (iii) to consider and vote upon the approval
of an amendment to the Company's Restated Certificate of
Incorporation1996 Stock Option Plan, including increasing
the number of authorized shares of the Company's
common stock, par value $.10 (the "Common Stock"), from 150,000,000 to
300,000,000 and the number ofCommon Stock authorized shares of the Company's preferred
stock (the "Preferred Stock") from 25,000,000 to 50,000,000, (iii)under such plan by 15,000,000,
(iv) to ratify the appointment of KPMG Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending December 31, 1998,1999, and (iv)(v) to take such
other action as may properly come before the Annual Meeting or any adjournments
thereof.
GENERAL INFORMATION
SOLICITATION AND VOTING OF PROXIES; REVOCATION; RECORD DATE
All proxies duly executed and received by the Company will be voted on all
matters presented at the Annual Meeting in accordance with the instructions
given therein by the person executing such proxy or, in the absence of such
instructions, will be voted in favor of the election to the Company's Board of
Directors of the sixteennineteen nominees for director identified in this Proxy
Statement, the amendmentapproval of the Company's Restated Certificatesale by the Company of Incorporation
increasing the number$300,000,000 of authorized shares ofits
Common Stock from 150,000,000in July 1998 to 300,000,000The Equitable Life Assurance Society of the United
States and AXA Holdings (Belgium), the numberapproval of authorizedthe increase in available
shares of Preferredunder the Company's 1996 Stock from
25,000,000 to 50,000,000,Option Plan by 15,000,000 and (iii) the
ratification of the appointment of KPMG
Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending December 31, 1998.1999. Any stockholder may
revoke his or her proxy at any time prior to the Annual Meeting before it is
voted by written notice to such effect delivered to the Company at 277 Park
Avenue, New York, New York 10172, Attention: Marjorie S. White, Secretary, by
delivery prior to the Annual Meeting of a subsequently dated proxy or by
attending the Annual Meeting and voting in person.
Solicitation of proxies may be made by mail and may also be made by
personal interview, telephone and facsimile transmission, and by directors,
officers and regular employees of the Company without special compensation
therefor. The expenses of the preparation of proxy materials and the
solicitation of proxies for the Annual Meeting will be paid by the Company. The
Company expects to reimburse banks, brokers and other persons for their
reasonable out-of-pocket expenses in handling proxy materials for beneficial
owners, which expenses are expected to amount in aggregate to approximately
$25,000.
Only holders of record of Common Stock at the close of business on March 9, 19988,
1999 (the "Record Date") will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on the Record Date, there were issued and
outstanding 58,358,714124,369,505 shares of Common Stock, each of which is entitled to one
vote.
A quorum for the Annual Meeting consists of a majority of the total number
of shares of Common Stock outstanding on the Record Date. Directors of the
Company will be elected by a plurality vote of the shares of Common Stock
represented at the Annual Meeting and entitled to vote. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election.
The affirmative vote of a majority of the shares of Common Stock issued and
outstanding is required for approval of the amendment to the Company's Restated
Certificate of Incorporation increasing the number of authorized shares of
Common Stock to 300,000,000 and increasing the number of authorized shares of
Preferred Stock to 50,000,000. Accordingly, an abstention or broker non-vote
will have the same effect as a negative vote. The affirmative vote of a
majority of the shares of Common Stock represented at
the Annual Meeting and entitled to vote is required for the approval of the
sale of Common Stock, the approval of the amendment to the Company's 1996 Stock
Option Plan and the ratification of the appointment of KPMG
Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending December 31, 1998.1999. On
such item,items, an abstention will have the same effect as a negative vote, but,
because shares held by brokers will not be considered entitled to vote on
matters as to which the brokers withhold authority, a broker non-vote will have
no effect on the vote.
As of March 1, 1998,1999, The Equitable Companies Incorporated ("EQ" and,
together with its subsidiaries other than the Company, "Equitable")
beneficially owned an aggregate of 42,635,00088,603,837 shares of Common Stock,
representing approximately 73.1%71.3% of the total number of shares of Common Stock
outstanding. AXA-UAP ("AXA")AXA and certain of its affiliates beneficially owns 85,000own 1,836,669
shares of Common Stock. AXA is the largest shareholder of EQ and, therefore,
may be considered to beneficially own 42,720,00090,440,006 shares of Common Stock,
representing 73.2%72.7% of the total number of shares of Common Stock outstanding.
See "Security Ownership of Certain Beneficial Holders and Management." The
affirmative vote of the shares of Common Stock beneficially owned by EQ is
sufficient to ensure election of the nominees to the Board of Directors named
herein, approval of the sale of Common Stock, approval of the amendment to the
Company's Restated Certificate of Incorporation increasing the number of
authorized shares of Common1996 Stock to 300,000,000 and the number of authorized
shares of Preferred Stock to 50,000,000Option Plan and ratification of the appointment of KPMG Peat Marwick LLP
as the Company's independent auditors for the fiscal year ending December 31,
1998.1999.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR OF THE COMPANY (AS
SPECIFIED BELOW), APPROVAL OF THE SALE OF COMMON STOCK, APPROVAL OF THE
AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON1996 STOCK TO
300,000,000OPTION PLAN AND THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK TO
50,000,000 AND THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1998.1999.
2
ITEM 1: ELECTION OF DIRECTORS
All the Company's directors will be elected at the Annual Meeting to serve
until the next succeeding annual meeting of the Company and until their
successors are elected and shall have qualified. All the nominees listed below
except Mr. DeLucia, Mr. Robbins and Ms. Gould are currently serving as members
of the Board of Directors and, except as stated in the subsequent paragraph,
the proxies solicited hereby will be voted FOR the election of such nominees
unless the completed proxy card directs otherwise.
The Board of Directors has been informed that all of the nominees listed
below are willing to serve as directors, but if any of them should decline or
be unable to act as a director, the individuals named in the proxies may vote
for a substitute designated by the Board of Directors. The Company has no
reason to believe that any nominee will be unable or unwilling to serve.
NOMINEES FOR ELECTION AS DIRECTORS
The name, age, principal occupation for the last five years, selected
biographical information and period of service as a director of the Company of
each nominee are set forth below.
JOHN S. CHALSTY (64) was elected Chairman of the Board of the Company in
February 1996. Mr. Chalsty was Chief Executive Officer of the Company from 1986
until February 1998, and also served as President of the Company from 1986
until February 1996, after having served as Chairman of the Company's Capital
Markets Group for more than two years. Mr. Chalsty joined the firm in 1969 as
an oil analyst. He was named Director of Research in 1971, was appointed head
of investment banking in 1979, and was named Chairman of the Capital Markets
Group in 1984. Mr. Chalsty has been a director of the Company since 1971 and is
also a director of EQ, IBP, Inc. and Occidental Petroleum Corporation. He has
been a member of the Executive Committee of AXA since January 1997. From 1990
to 1994 Mr. Chalsty served as Vice Chairman of the New York Stock Exchange,
Inc.
JOE L. ROBY (58)(59) was elected Chief Executive Officer of the Company in
February 1998 and has also served as President of the Company since February
1996. He served as Chief Operating Officer of the Company from November 1995
until February 1998. Previously, Mr. Roby had served as Chairman of the
Company's Banking Group since 1989. Mr. Roby joined the Company as a Vice
President in the Investment Banking Group in 1972 and became head of the group
in 1984. Mr. Roby has been a director of the Company since 1989. He is also a
director of Advanced Micro Devices, Inc. and Sybron International Corporation.
JOHN S. CHALSTY (65) was elected Chairman of the Board of the Company in
1996. Mr. Chalsty was Chief Executive Officer of the Company from 1986 until
February 1998, and also served as President of the Company from 1986 until
1996, after having served as Chairman of the Company's Capital Markets Group
for more than two years. Mr. Chalsty joined the firm in 1969 as an oil analyst.
He was named Director of Research in 1971, was appointed head of the Investment
Banking Group in 1979, and was named Chairman of the Capital Markets Group in
1984. Mr. Chalsty has been a director of the Company since 1971 and is also a
director of EQ, IBP, Inc., Occidental Petroleum Corporation and Sappi, Limited.
He has been a member of the Executive Committee of AXA since January 1997. From
1990 to 1994 he served as Vice Chairman of the New York Stock Exchange, Inc.
ANTHONY F. DADDINO (57)(58) was appointed Executive Vice President and Chief
Financial Officer of the Company in 1983 and also serves as Chairman of the
Finance Committee. Mr. Daddino has been a director of the Company since 1985.
He joined the Company in 1976 from the accounting firm of Peat, Marwick,
Mitchell & Co. where he was a Partner. He served as the Company's Chief
Accountant and as a Group Managing Director prior to 1983. He is also a
director of International Commodities Export Corp.
DAVID DELUCIA (46) joined the Company in 1995 as a Managing Director and
Chief Operating Officer of the Fixed Income Division and became head of that
division in 1997. Prior to that time he had been a Partner at Goldman, Sachs &
Co. from 1986 until 1995 in the fixed income division.
3
HAMILTON E. JAMES (47)(48) was appointed Chairman of the Company's Banking
Group in November 1995. Mr. James joined the Company as an Associate in the Investment
Banking Group in 1975 and since then has held various executive positions in
the group until his appointment as Chairman of the Banking Group. Mr. James has
been a director of the Company since February 1996. He is also a director of Costco
Companies Inc.
3
RICHARD S. PECHTER (52)(53) was appointed Chairman of the Company's Financial
Services Group in 1987. Mr. Pechter joined the Company in 1969 as a research
analyst and has held various executive positions at the Company since then,
including Chief Financial Officer, Executive Vice President and Chief
Administrative Officer, and Chief Executive Officer of the Company's Pershing
Division ("Pershing"). Mr. Pechter has been a director of the Company since
1979. He is also Vice ChairmanDirector of the Securities Industry Association.
THEODORE P. SHEN (53)STUART M. ROBBINS (55) was appointed ChairmanManaging Director, Global
Institutional Equities, of the Company's Capital
Markets GroupCompany in 1986.1995. Mr. ShenRobbins joined the Company
in 19681984 as a research
analyst and has held various executive positions at the Company since then,
including Senior Vice President of Corporate Planning,and Retail Industry Specialist. From 1987 until
1994 he was Managing Director, of Research and from 1994 until his appointment to
his current position he was a Managing Director of the Equities division. Mr. Shen has been a director of the
Company since 1984.and Co-Head, Institutional
Equities.
HENRI DE CASTRIES (43)(44) has been a director of the Company since 1993.
In
FebruarySince April 1998, Mr. de Castries was elected Chaimanhas been Chairman of the Board of EQ effective
April 1, 1998. Mr. de Castriesand
since 1996 he has been Senior Executive Vice President Financial Services and
Life Insurance Activities of AXA since 1996.AXA. Prior thereto, Mr. de Castries was Executive
Vice President Financial Services and Life Insurance Activities from 1993 to
1996, General Secretary from 1991 to 1993 and Central Director of Finances from
1989 to 1991 of AXA S.A. He is also a director or officer of various
subsidiaries and affiliates of the AXA Group. He has been a director of EQ
since May 1994 and The Equitable Life Assurance Society of the United States
("Equitable Life"), a wholly-owned subsidiary of EQ, since September 1993. He
is also a director of Alliance Capital Management Corporation ("Alliance"), the
general partner of Alliance Capital Management L.P.
DENIS DUVERNE (44)(45) has been a director of the Company since February 1997. Mr.
Duverne has been Senior Vice President-InternationalPresident -- International Life of AXA since 1995.
Prior to that Mr. Duverne was a member of the Executive Committee, Operations
of Banque Colbert from 1992 to 1995. Mr. Duverne was Secretary General of
Compagnie Financiere IBI from 1991 to 1992. Mr. Duverne worked for the French
Ministry of Finance serving as Deputy Assistant Secretary for Tax Policy from
1988 to 1991 and director of the Corporate Taxes Department from 1986 to 1988.
Mr. Duverne is also a Director of Alliance and Equitable Real
Estate,Life. He is also a director
or officer of various subsidiaries and affiliates of the AXA Equity & Law Life Assurance Society plc ("AXA Equity & Law")Group.
JANE MACK GOULD (60) has been a Senior Vice President and AXA Levenzverzekeringen (Nederlands).Portfolio
Manager of Alliance and its predecessors since 1969, after having joined that
firm as a research analyst in 1965. Ms. Gould is a member of the Smithsonian
Institute Investment Policy Committee.
LOUIS HARRIS (76)(77) has been a director of the Company since 1995. Mr.
Harris has been an independent public opinion consultant since 1992. Prior
thereto, Mr. Harris was President of Louis Harris and Associates, Inc., an
opinion research company he founded in 1956. Mr. Harris had previously served
on the Board of Directors of the Company from 1971 to 1985 and had been an
Advisory Director of the Company from 1985 until his re-election to the Board
in 1995.
4
MICHAEL HEGARTY (54) has been a director of the Company since May 1998.
Mr. Hegarty has been Vice Chairman of EQ since April 1998 and Chief Operating
Officer and a director of EQ since February 1998. He was Senior Executive Vice
President of EQ from January 1998 to April 1998. He has also been a Director
and President of Equitable Life since January 1998 and Chief Operating Officer
since February 1998. From 1996 to 1997 he was Vice Chairman of Chase Manhattan
Corporation ("Chase"). Prior thereto, he was Vice Chairman (1995-1996) and
Senior Executive Vice President (1991-1995) of Chemical Bank, which merged with
Chase in 1996.
HENRI G. HOTTINGUER (62)(63) has been a director of the Company since 1992. Mr. HottinguerHe
has been a partner of Hottinguer & Company since 1968 and he is also Chairman
and Chief Executive Officer of Banque Hottinguer and Societe Financiere pour le
Financement de Bureaux et d'Usines-Sofibus. Mr. Hottinguer is also Chairman of
the Supervisory Board of Credit SwisseSuisse Hottinguer, Vice President and Director
of Financiere Hottinguer, a director of Investissement Hottinguer S.A., AXA and
of various subsidiaries and affiliates of the AXA Group, representative of
Financiere SGTE at the boardBoard of Schneider S.A., the Partner of Hottinguer & Cie
Zurich, Chairman of the Board of Hottinguer Capital Corp., and a director of
Swiss Helvetia Fund, Inc. and Hottinguer US Inc.
4
W. EDWIN JARMAIN (59)(60) has been a director of the Company since 1992. Mr.
Jarmain is President of Jarmain Group Inc. (a private investment holding
company), a position he has held since 1979, and is also an officer and
director of several affiliated companies. He is also a director of EQ,
Equitable Life, AXA Insurance (Canada), Anglo Canada General Insurance Company,
AXA Pacific Insurance Company and National Mutual Holdings Limited as well as
an alternate director of National Mutual Asia Limited and National Mutual
Insurance Company Limited of Hong Kong. From 1994 to 1998, Mr. Jarmain servesalso
served as non-executive Chairmanchairman and director of FCA International Ltd.
(financial collection services) and served as President, CEO and director
during 1992 and 1993.
FRANCIS JUNGERS (71)(72) has been a director of the Company since 1995. Mr.
Jungers is an independent consultant on energy and the Middle East and has been
so since 1978 when he retired as Chairman of the Board and Chief Executive
Officer of Arabian American Oil Company, an oil producing company with which
Mr. Jungers was associated for over thirty years. Mr. Jungers had previously
served on the Board of Directors of the Company from 1978 to 1985 and had been
an Advisory Director of the Company from 1985 until his re-election to the
Board in 1995. Mr. Jungers is also a director of the AES Corporation, Georgia-Pacific Corporation,Onix
Systems, Inc., Statia Terminals Inc., Thermo Ecotek Corporation, Thermo
Electron Corporation and Thermo Quest, Inc.
EDWARD D. MILLER (57)(58) has been a director of the Company since November
1997. Mr.
Miller has been President, and Chief Executive Officer and a director of EQ since
August 1997. He was President of Equitable Life from August 1997 to January
1998 and has been a director and Chief Executive Officer since August 1997 and
Chairman since January 1998. He is also a Senior Executive Vice President of
AXA.AXA and has been a member of the Executive Committee of AXA since September
1997. Mr. Miller was Senior Vice Chairman of Chase Manhattan Corporation from 1995 to 1997, and
President of Chemical Bank (which merged into Chase in 1996)1995) from 1994 to 19961995
and its Vice Chairman from 1991 to 1994. He is currently a director of Alliance
and KeySpan Energy Corporation (formerly Brooklyn Union Gas Co.).
W.J. SANDERS III (61)(62) has been a director of the Company since 1995. Mr.
Sanders is Chairman of the Board and Chief Executive Officer of Advanced Micro
Devices, Inc., a semiconductor manufacturer he founded in 1969. Mr. Sanders had
previously served on the Board of Directors of the Company from 1979 to 1985
and had been an Advisory Director of the Company from 1985 until his
re-election to the Board in 1995.
5
STANLEY B. TULIN (48)(49) has been a director of the Company since June 1997. He
has been Executive Vice President of EQ since 1996 and its Chief Financial
Officer since May 1997. He has been Director, Chairman, President and Chief
Executive Officer of Equitable Capital Management Corporation since June 1997,
Director, Executive Vice President and Chief Financial Officer of Equitable
Investment Corporation since June 1997 and Chairman, President, Chief Executive
OfficeOfficer and Chief Financial Officer of ACMC, Inc. since July 1997. Mr. Tulin
has been Vice Chairman and Director of Equitable Life since February 1998,
Senior Executive Vice President from 1996 to February 1998 and Chief Financial
Officer since 1996. Mr. Tulin was Chairman of the Insurance Consulting and
Actuarial practice, Coopers & Lybrand from 1988 to 1996 and a Principal of
Milliman and Robertson, Inc. from 1971 to 1988. He is currently a director of
Alliance.
JOHN C. WEST (75)(76) has been a director of the Company since 1995. Mr. West
is an attorney who has served as the United States Ambassador to the Kingdom of
Saudi Arabia and as Governor of the State of South Carolina. Mr. West had
previously served on the Board of Directors of the Company from 1981 to 1985
and had been an Advisory Director of the Company from 1985 until his
re-election to the Board in 1995. Mr. West is Chairman of the Board of Seibels
Bruce Group, Inc. He is also Distinguished Professor of Middle East Studies at
the University of South Carolina.
5
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
LISTED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
The Board of Directors has a standing Audit Committee (the "Audit
Committee") and a standing Compensation and Management Committee (the
"Compensation and Management Committee"). The Company does not currently have a
standing nominating committee.
The Audit Committee currently consists of Messrs. Jungers (Chairman) and
Jarmain. Among other things, the Audit Committee makes recommendations to the
Board of Directors regarding the engagement of the Company's independent
auditors, reviews the plan, scope and results of the audit, reviews with the
auditors and management the Company's policies and procedures with respect to
internal accounting and financial controls and reviews changes in accounting
policy and the scope of the non-audit services which may be performed by the
Company's independent auditors.
The Compensation and Management Committee currently consists of Messrs.
West (Chairman), Harris and Jarmain. The Compensation and Management Committee
has primary responsibility for all aspects of executive officer compensation
and benefits, including salaries and grants and awards under the Company's 1995
Restricted Stock Unit Plan, 1996 Stock Option Plan and 1996 Incentive
Compensation Plan.
During 1997,1998, the Board of Directors held sixfive meetings, the Compensation
and Management Committee held four meetings and the Audit Committee held three
meetings. During 1997,1998, each of the directors attended at least seventy-five
percent of the meetings of the Board of Directors or Committees held during the
period that he was a director except Mr. Shen,Sanders, who missed 2 of the 65
meetings he was eligible to attend, Mr. Hottinguer, who missed 3 of theattend.
6
meetings he
was eligible to attend and Mr. Bebear, who missed 4 of the 6 meetings he was
eligible to attend.
COMPENSATION OF DIRECTORS
The Company's policy is not to pay compensation to directors who are also
employees of the Company, Equitable or any affiliates of Equitable. The
Company's policy is to pay independent directors an annual retainer of $25,000
plus $1,000 for each Board Meeting attended and $500 for each meeting of a
committeeCommittee of the Board attended. Under the Company's 1996 Non-Employee
Directors Stock Plan, on November 21, 1996, and April 16, 1997 and April 22, 1998
each independent director was granted an option to purchase 4,0008,000 shares of
Company stock.Common Stock. In addition, under that plan each eligible director will receive
an annual option grant to purchase 4,0008,000 shares of Company stockCommon Stock at the end of
each Annual Meeting of Stockholders. Each option will have an exercise price
equal to the fair market value of a share of Common Stock as of the date of
grant, will vest and be exercisable with respect to one fourth of the covered
shares on each of the first four anniversaries of the date of grant and will
have a ten-year term. Except for a person whose service as a director is
terminated for cause, after a person ceases to be a director options remain
exercisable for various periods, depending on the reason for the termination.
7
EXECUTIVE COMPENSATION AND BENEFIT PLANS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to its
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers based on 19971998 salary
6
and annual bonuses
(collectively, the "Named Executive Officers") who were serving as executive
officers at the end of the fiscal year ended December 31, 1997.1998.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
------------------------------------------------
OTHER--------------------------------------------
SALARY BONUS OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(1) COMPENSATION $($)
- ----------------------------- ------ ----------- ------------- ------------------
Joe L. Roby(6) .............. 1998 $ 175,000 $ 8,500,000 $ 115,770(7)
President and 1997 175,000 9,500,000 107,664(7)
Chief Executive Officer 1996 175,000 8,500,000 97,672(7)
John S. Chalsty (6) .........Chalsty(6) .......... 1998 500,000 8,000,000 159,931(8)
Chairman 1997 $500,000 $12,500,000 $ 155,400 (8)
Chairman & Chief500,000 12,500,000 155,400(8)
1996 500,000 10,000,000 167,645 (8)
Executive Officer 1995 500,000 7,000,000 159,496 (8)
Joe L. Roby (6) ............. 1997 175,000 9,500,000 $ 107,664 (9)
President and 1996 175,000 8,500,000 97,672 (9)
Chief Operating Officer 1995 175,000 0(7) 62,190 (9)
Carl B. Menges .............. 1997 190,000 1,000,000 41,101 (10)
Vice Chairman 1996 190,000 1,000,000 55,324 (10)
1995 190,000 1,000,000 26,318 (10)167,645(8)
Anthony F. Daddino .......... 1998 175,000 3,375,000 25,868(9)
Executive Vice President 1997 175,000 3,750,000 25,201 (11)
Executive Vice President25,201(9)
and Chief Financial Officer 1996 175,000 3,000,000 27,112 (11)
& Chief Financial Officer 1995 175,000 3,000,000 28,936 (11)27,112(9)
Michael A. Boyd ............. 1998 150,000 770,000 14,130(10)
Senior Vice President and 1997 150,000 825,000 14,452(10)
General Counsel 1996 150,000 750,000 14,065(10)
Michael M. Bendik ........... 1998 140,000 850,000 11,779(11)
Senior Vice President and 1997 140,000 950,000 10,467 (12)
Senior Vice President &10,467(11)
Chief Accounting Officer 1996 140,000 850,000 10,527 (12)
Chief Accounting Officer 1995 140,000 750,000 14,402 (12)10,527(11)
LONG-TERM COMPENSATION
---------------------------------------------------------
RESTRICTED OPTIONS/ LTIP
STOCK SARS PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION AWARDS($)(2) (#)(3) ($)(4) COMPENSATION (5)
- ----------------------------- -------------- ---------- ------------- -----------------
Joe L. Roby(6) .............. -- -- $ 2,559,098 $ 237,429
President and -- -- 2,414,243 163,797
Chief Executive Officer -- 500,000 23,983,762 403,765
John S. Chalsty (6) .........Chalsty(6) .......... -- -- -- $369,886358,466
Chairman & Chief -- -- -- 695,447
Executive Officer $9,705,393 636,357 -- 144,184
Joe L. Roby (6) .............369,886
-- -- $ 2,414,243 163,797
President and -- 250,000 23,983,762 403,765
Chief Operating Officer 7,279,065 477,268 11,083,075 --
Carl B. Menges .............. -- -- 1,018,426 46,845
Vice Chairman -- -- 672,534 151,466
1,010,988 66,287 2,209,923 --695,447
Anthony F. Daddino .......... -- -- 1,823,705 193,0931,933,127 210,019
Executive Vice President -- -- 6,996,750 242,702
&1,823,705 193,093
and Chief Financial Officer 4,043,925 265,149 4,143,605 171,704-- -- 6,996,750 242,702
Michael A. Boyd ............. -- -- 871,188 5,051
Senior Vice President and -- -- 821,876 --
General Counsel -- -- 904,303 13,202
Michael M. Bendik ........... -- -- 579,788 36,336614,574 18,082
Senior Vice President &and -- -- 579,788 36,336
Chief Accounting Officer -- -- -- 55,667
Chief Accounting Officer 303,291 19,886 -- --
- ----------
(1) Includes amounts contributed by each of the Named Executive Officers
under various deferred compensation plans maintained by the Company.
(2) The amounts shown in the tableIn exchange for 1995 were calculated by multiplying
$27.00 per share, the initial public offering price of the Common Stock
in October 1995, by the number of restricted stock units received by each
of the Named Executive Officers under the Company's 1995 Restricted Stock
Unit Plan (the "1995 Restricted Stock Unit Plan") at the time of the
initial public offering (the "Initial Public Offering"). Such amounts,
therefore, are gross amounts which have not been reduced by thesurrendering amounts accrued under certain multi-year
compensation arrangements maintained by the Company, which were surrendered byeach of the Named
Executive Officers in
exchange for thereceived restricted stock units received. Messrs. Chalsty, Roby,
Menges, Daddino and Bendik surrendered $6,940,518, $5,205,389, $722,920,
$2,892,031 and $216,891, respectively.under the Company's
1995 Restricted Stock Unit Plan at the time of the Company's initial
public offering in October 1995 (the "Initial Public Offering"). Each
restricted stock unit represents the right to receive a share of Common
Stock, subject to certain conditions described below. Units awarded under
the 1995 Restricted Stock Unit Plan fall into two categories: "Base
Units" and "Premium Units." Base Units vested 50% in February 1997 and
the remainder
vested in February 1998. Premium Units generally vest in three equal installments in each of
February 1998, February 1999 and February 2000. No dividends or dividend
equivalents are paid on the unvested restricted stock units. As of December 31,
1997,1998, the last day of trading during the fiscal year ended December 31,
1997,1998, the aggregate value of the unvested restricted stock units, based
on the average of the high and low prices of Common Stock as reported on
the New York Stock Exchange on such date of $79.0625$41.3125 was $18,257,982, $13,693,545, $1,901,927, $7,607,552$4,230,565,
$5,640,726, $2,350,351, $352,561 and $570,594$176,322 for Messrs. Roby, Chalsty,
Roby, Menges, Daddino, Boyd and Bendik, respectively.
(3) The options shown for Mr. Roby for 1996 have an exercise price of $32.50,$16.25,
a term of ten years, and become exercisable in four equal installments on
May 16, 1997, May 16, 1998, May 16, 1999 and May 16, 2000. The options
shown for 1995 were granted under the Company's 1995 Stock Option Plan
(the "1995 Stock Option Plan") in exchange for $6.075 per share of the
Named Executive Officer's interests under certain multi-year cash
compensation arrangements maintained by the Company. Messrs.
7
Chalsty, Roby, Menges, Daddino and Bendik surrendered $3,865,869,
$2,899,403, $402,694, $1,610,780 and $120,807, respectively, of such
interests. The options have an exercise price of $27.00, which is equal to
the Initial Public Offering price of the Common Stock, have a ten-year term
and become exercisable in two equal installments in February 1997 and
February 1998. The Company's
stock plans do not permit the granting of stock appreciation rights
("SARs").
8
(4) TheAll amounts shown for Messrs. Menges and Daddino1998 reflect payments made in
1995 of amounts earned under the Company's 1991-1993 Long Term Incentive
Plan and payments made in 1996 and 1997 of amounts earned under the Company's
1994-1996 and 1991-1996 Long Term Incentive Plans.Plan. The amounts shown for Mr. Roby in
1997 and 1996 reflect payment of amounts earned under the Company's
1991-1993 and 1994-1996 Long Term Incentive Plans and amounts previously
earned under a prior multi-year bonus program. The amounts shown for Mr.
Daddino reflect payments made in 1997 and 1996 of amounts earned under
the Company's 1994-1996 and 1991-1996 Long Term Incentive Plans.
(5) Of the amounts shown in the table $153,178, $124,869 and $160,736 for
1998, $163,797, $138,394 $163,797 and $169,066 for 1997 and $167,954, $144,807, $167,954
and $142,954 for 1996 and all of the amounts
for 1995 reflect the value of premiums paid by the Company
on behalf of Messrs. Roby, Chalsty Roby and Daddino, respectively, under
split-dollar life insurance policies. The amounts represent the present
value of the interest projected, on an actuarial basis, to accrue for the
benefit of Messrs. Roby, Chalsty Roby and Daddino, respectively, on the
portions of the premiums paid by the Company in that year. In addition,
$84,251, $233,597, $49,283, $5,051 and $18,082 is included for 1998 for
Messrs. Roby, Chalsty, Daddino, Boyd and Bendik, respectively, $231,492, ,
$46,845,
$24,027 and $36,336 is included for 1997 for Messrs. Chalsty, Menges, Daddino and
Bendik, respectively, and $235,811, $550,640, $235,811,
$151,466, $99,748, $13,202 and
$55,667 is included for 1996 for Messrs. Roby, Chalsty, Roby, Menges, Daddino, Boyd and
Bendik, respectively, to reflect distributions in 1998, 1997 and 1996 in
respect of units awarded in prior years under plansa plan which allocated to
the participants a portion of the profits realized by the Company on
certain investments.
(6) Effective February 23, 1998 Mr. Chalsty stepped down as Chief Executive
Officer but remains Chairman of the Board. On the same date Mr. Roby was
elected Chief Executive Officer and relinquished the title of Chief
Operating Officer. Effective February 17, 1999, Mr. Chalsty's salary will
be $175,000 per annum.
(7) During this year,Of the amounts shown in the table for Mr. Roby, participated$51,246, $28,547 and
$23,552 reflect the use of transportation equipment provided by the
Company in a multi-year bonus program.
See footnote (4), above.1998, 1997 and 1996, respectively. In addition, $64,524,
$79,117 and $74,120 of the amounts shown reflect the value of financial
planning services provided on Mr. Roby's behalf by Wood, Struthers &
Winthrop during 1998, 1997 and 1996, respectively.
(8) Of the amounts shown in the table for Mr. Chalsty, $42,456, $18,804 $16,487 and
$12,935$16,487 reflect the use of Company transportation equipment in 1997, 1996
and 1995 but such amounts have not been reducedprovided by the
proportion of the
use for business rather than personal reasons.Company in 1998, 1997 and 1996, respectively. In addition, $21,475,
$40,596 $55,158 and $50,561$55,158 of the amounts shown reflect the value of financial
planning services provided on his behalf by Wood, Struthers & Winthrop
during 1998, 1997 1996 and 1995,1996, respectively, and $96,000, $96,000 and
$96,000 of the amounts shown reflect contributions by the Company toward
the cost of an apartment for Mr. Chalsty during 1998, 1997 1996 and 1995,1996,
respectively.
(9) Of the amounts shown in the table for Mr. Roby, $28,547, $23,552Daddino, $21,291, $22,001 and
$18,618$21,404 reflect the use of Company transportation equipment in 1997, 1996
and 1995, but such amounts have not been reducedprovided by the
proportion of the
use for business rather than personal reasons.Company in 1998, 1997 and 1996, respectively. In addition, $79,117,
$74,120$4,577, $3,200
and $43,572 of the amounts shown reflect the value of financial
planning services provided on Mr. Roby's behalf by Wood, Struthers &
Winthrop during 1997, 1996 and 1995, respectively.
(10) Of the amounts shown in the table for Mr. Menges, $19,044, $22,801 and
$18,265 reflect the use of Company transportation equipment in 1997, 1996
and 1995, but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $22,057,
$32,523 and $8,053 of the amounts shown reflect the value of financial
planning services provided on Mr. Menges' behalf by Wood, Struthers &
Winthrop during 1997, 1996 and 1995, respectively.
(11) Of the amounts shown in the table for Mr. Daddino, $22,001, $21,404 and
$20,687 reflect the use of Company transportation equipment in 1997, 1996
and 1995, but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $3,200,
$5,708 and $8,249 of the amounts shown reflect the value of financial planning
services provided on Mr. Daddino's behalf by Wood, Struthers & Winthrop
during 1998, 1997 and 1996, respectively.
(10) Of the amounts shown in the table for Mr. Boyd, $10,930, $11,252 and
1995,$11,065 reflect the use of transportation equipment in 1998, 1997 and
1996, respectively. (12)In addition, $3,200, $3,200 and $3,000 of the amounts
shown reflect the value of financial planning service provided on Mr.
Boyd's behalf by Wood, Struthers & Winthrop during 1998, 1997 and 1996,
respectively.
(11) The amounts shown for 1997 in the table for Mr. Bendik reflect the use of Company transportation
equipment in 1997, 1996 and 1995, but such amounts
have not been reducedprovided by the proportion of the use for business rather
than personal reasons.
8Company in 1998, 1997 and 1996, respectively.
9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR (1997)(1998)
AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED OPTIONS AT FY-END (#) AT FY-END ($)(1)
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Joe L. Roby ................ -- -- 1,198,834/250,000 $32,659,473/6,265,625
John S. Chalsty .................... -- -- 318,178/318,179 $16,565,142/1,272,714/0 35,397,358/$16,565,194
Joe L. Roby ............ 3,076 $133,806 298,058/426,134 15,190,812/$21,154,351
Carl B. Menges0
Anthony F. Daddino ......... -- -- 33,143/33,144 1,725,507/530,298/0 14,748,913/$1,725,507
Anthony F. Daddino .....0
Michael A. Boyd ............ -- -- 132,574/132,575 6,902,134/79,544/0 2,212,317/$6,902,1860
Michael M. Bendik ................ -- -- 9,943/9,943 517,657/39,772/0 1,106,159/$517,6570
- ----------
(1) An "in-the-money option" is an option for which the market price of the
underlying Common Stock at year-end 19971998 exceeds the exercise price of
the option. The value of unexercised, in-the-money options shown above is
based upon the difference between the exercise price of all options and
$79.0625,$41.3125, the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on December 31, 1997,1998, the last
day of trading during the fiscal year ended December 31, 1997.1998. The actual
amount, if any, realized upon exercise of stock options will depend upon
the market price of the Common Stock relative to the exercise price per
share of the stock option at the time the stock option is exercised.
There is no assurance that the values of unexercised in-the-money stock
options reflected in this table will be realized.
LONG-TERM INCENTIVE PLANS AWARDS
The following table sets forth information concerning certain awards made
in 1997 under the Company's 1996 Incentive Compensation Plan to the Named
Executive Officers. Except as otherwise indicated, each award represents a
percentage interest in a pool the amount of which is dependent upon the
Company's performance in 1997, 1998, and 1999 and accordingly the value of the
awards is not determinable at this time. The table below shows the annual
benefit that would be earned if the average annual results during the 1997-1999
performance period were the same as the results for the 1994-1996 performance
period, adjusted for a modification in the formula.
1996 INCENTIVE COMPENSATION PLAN -- LONG-TERM AWARDS
ESTIMATED
NUMBER OF SHARES, PERFORMANCE FUTURE PAYOUTS
UNITS OR OTHER RIGHTS OR OTHER PERIOD UNDER NON-STOCK
NAME (EXPRESSED AS % OF POOL) UNTIL MATURATION OR PAYOUT PRICE BASED PLANS
Joe L. Roby ................ 5.00%(1) (1) (1)
Carl B. Menges ............. 0.42% 1/1/97-12/31/99 $ 461,672
Anthony F. Daddino ......... 1.67% 1/1/97-12/31/99 1,846,686
Michael M. Bendik .......... 0.14% 1/1/97-12/31/99 153,891
- ----------
(1) Mr. Roby's original award was for 4.44% and will be based on the
Company's performance during the period beginning January 1, 1997 and
ending upon his termination of employment. In connection with his
election as Chief Executive Officer in February 1998, Mr. Roby's award
was increased to 5.00% for the period commencing in 1998.
9
CERTAIN DEFERRED COMPENSATION PLANS AND ARRANGEMENTS
Certain employees, including the Named Executive Officers, deferred a
portion of their 1983 or 1984 compensation in return for which the Company
agreed to pay each of them a specified annual benefit for 15 years beginning at
age 65. Benefits are based upon the participant's age and the amount deferred
and are calculated to yield an approximate 12.5% annual compound return. In the
event of the participant's disability or death, an equal or lesser amount is to
be paid to the participant or his beneficiary. After age 55, participants, the
sum of whose age and years of service is equal to or greater than 80, may elect
to have their benefits begin before age 65, in an actuarially reduced amount.
The Company has funded its obligations through the purchase of life insurance
policies. The table below shows as to the Named Executive Officers the
estimated annual benefit payable at age 65. Each of these individuals is fully
vested in the applicable benefit.
ESTIMATED
NAME ANNUAL BENEFITS
Joe L. Roby ......................... $ 56,527
John S. Chalsty ............ $..................... 47,053
Joe L. Roby ................ 56,527
Carl B. Menges ............. 33,047
Anthony F. Daddino ........................... 107,313
Michael A. Boyd ..................... 75,369
Michael M. Bendik ............................. 91,781
10
COMPENSATION AND MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation and Management Committee during the fiscal
year ended December 31, 19971998 was an officer or employee of the Company. Mr.
Jarmain has been a director of EQ and Equitable Life since 1992. See "Security
Ownership of Certain Beneficial Holders and Management" and "Certain
Relationships and Related Transactions."
COMPENSATION AND MANAGEMENT COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Management Committee of the Board of Directors (for
the purposes of this report, the "Committee") is composed entirely of
independent outside directors, none of whom is a current officer or employee of
the Company or its subsidiaries. The Committee is responsible for the
establishment of policies governing and for the implementation, administration
and interpretation of all aspects of executive officer compensation, which
includes base salary, short term performance incentives, long term performance
incentives and equity based incentives. The Committee reviews the compensation
of executive officers on an ongoing basis, developing and executing cost and
tax-effective plans with the following objectives:
o Support the Company's business strategies and goals,
o Attract and retain the highest caliber executive officers by providing
compensation opportunities comparable to those offered by other leading
financial services firms with whom the Company competes for business
and talent,
o Motivate high performance in an entrepreneurial incentive-driven
culture,
o Closely align executive officers' interests with stockholders'
interests, and
o Reward results achieved short term and in the long term creation of
shareholder value.
10
The compensation policy of the Company is to base total compensation on
performance. By virtue of the Company's establishment of relatively low fixed
base compensation and highly-leveraged incentive opportunities, total
compensation will vary directly with the financial results of the Company and
the total returns to its stockholders, and may exceed the 75th percentile for
superior performance.
The Committee was established immediately prior to the Initial Public
Offering. As such, the Committee is administering certain plans that were
approved and in place prior to its establishment. The Committee views such
plans as appropriate and supportive of the policies and objectives discussed
above.
In its deliberations, the Committee utilizes the services of an
independent consulting firm with expertise in executive compensation among
financial services firms, as well as historical marketplace survey data. For
1997,1998, the survey data reviewed in setting compensation levels for executive
officers isare based on a group of 11 companies.nine firms. Of these firms, fourthree are included
in the Peer Group Index used for the Common Stock Performance graph set forth
below. See "Common Stock Performance." During the year, two of the four firms
that comprise this peer group merged with other firms. The mix of business of
one of the new combined firms does not reflect the Company's business mix. As
such, the results of this firm have been included through the last day of
public trading. The firms not included in the Peer Group
Index are either not publicly traded or owned, or have a mix of businesses not
representative of the Company on an overall basis, although various segments
are comparable to certain divisions of the Company.
It is the intention of the Committee that executive officer compensation
be determined and administered on the basis of total compensation, rather than
based on separate free-standing components.
11
In keeping with the Company's policy of sustaining its entrepreneurial
incentive-driven culture, no Company-paid retirement benefits are provided to
executive officers.
The total compensation program for executive officers established by the
Committee is comprehensive and integrated to include salary, short term and
long term performance incentives, and equity-based incentives.
SALARY
Salaries are generally below median for similar positions within the
financial services industry. Salaries are reviewed annually by the Committee
for appropriateness in consideration of the Company's compensation policy,
marketplace practice, the Company's financial results, individual position
responsibilities and performance. Of the ten current executive officers, only
three have received salary increases since 1987.
SHORT TERM AND LONG TERM PERFORMANCE INCENTIVES
1996 Incentive Compensation Plan. The 1996 Incentive Compensation Plan,
which is administered by the Committee, provides for the award of short term
and long term incentives based on Company profitability. At the beginning of
each performance period, each executive officer is assigned an interest in one
or more award pools. After completion of each performance period, the Committee
evaluates the performance of each executive officer based on the criteria
discussed below and, in its sole and absolute discretion, may reduce or
increase awards, except that the Committee may only reduce and may not increase
an award to a current Named Executive Officer. Awards may be paid in cash,
stock-based payments, or any combination thereof.
11
Short Term Performance Incentives. Aggregate short term incentive
compensation awards are based primarily on the Company's profitability over a
one or two year period. Individual awards are based on an assessment of
individual, business unit, and Company performance.
In assessing such performance, the Committee evaluates a number of
quantitative and qualitative factors without assigning weights and considers
absolute and relative results achieved and strategic progress during the prior
one or two years, as well as over a period of years. Such performance is
evaluated by comparisons to prior years, peer companies and overall industry
performance. Factors considered may include the quality, consistency and level
of earnings, growth, return on equity, cost control and margins, as well as the
services rendered and value added to clients of the Company.
With regard to 1997,1998, pre-tax profits rose 39.5% over 1996,declined 9.2% from 1997, and awards
to most executive officers were for the most part, maintained or increasedreduced from prior year levels in recognition
of this performance and competitive pay levels.
Long Term Performance Incentives. Long term performance incentives are
generally based on the Company's adjusted cumulative net income and return on
equity over a period of three years or longer. Such incentives are designed to
strengthen the coincidence of interest of executive officers and the Company's
shareholders in the long term growth of enterprise value, as well as to
encourage retention among key managers of the Company through vesting and
competitive compensation opportunities.
The number of units awarded to each executive officer is subject to annual
review and reflects their individual performance, responsibility level, and
potential impact on the long term financial results of the
12
Company. Long term incentive payments made in 19971998 to executive officers named
in the Summary Compensation Table represent amounts earned under the Company's
1994-19961994 -- 1996 Long Term Incentive ("LTI") Plans. Awards of units have been made
for the 1997-1999 performance period.
EQUITY-BASED INCENTIVES
o 1995 Restricted Stock Unit Plan. As discussed above, executive
officers were granted restricted stock units in 1995 under the 1995
Restricted Stock Unit Plan. These grants were made to executive
officers in exchange for reduction in the value of their interests in
the 1991 or 1994 LTI Plan. Restricted stock units granted in 1995 vest
in installments from February 1997 to February 2000. No executive
officer received a restricted stock unit grant in 1997.1998.
o 1995 Stock Option Plan. Executive officers were granted options to
purchase shares of Common Stock under the 1995 Stock Option Plan.
These grants were made to executive officers in exchange for reduction
in the value of their interests in the 1991 or 1994 LTI Plan. Options
granted under the 1995 Stock Option Plan vestvested in February 1997 and
February 1998. No further grants will be made under this plan which
has been replaced by the 1996 Stock Option Plan, as discussed below.
The value of restricted stock units and stock options awarded under the
1995 Restricted Stock Unit Plan and the 1995 Stock Option Plan may be
realized only after vesting from 1997 to 2000, and will depend on the
market value of the Company's Common Stock in the future. Thus, the
ultimate value of such restricted stock unit and stock option awards
will provide a continuing incentive to executive officers for the
creation of shareholder value.
12
o 1996 Stock Option Plan. At the 1996 Annual Meeting stockholders
approved the 1996 Stock Option Plan which is administered by the
Committee and provides for the award of stock options to employees of
the Company. No executive officer received an option grant in 1997.1998.
The Committee does not consider stock holdings, prior option or stock
grants, prior long term performance incentive awards or the
appreciation thereon when making future option, stock and long term
performance incentive award determinations.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Both the quantitative and qualitative criteria referenced above are
applied in assessing the performance and determining the compensation of the
Chief Executive Officer, who participates in the Company's executive
compensation program on the same basis as all other executive officers.
Mr. Roby was elected Chief Executive Officer in February 1998. In setting
the Chief Executive Officer's 19971998 total compensation, the Committee took into
account the consistent and outstanding annual and long termlong-term performance of the Company under his
leadership and its outstanding strategic progress, all of which were viewed as
critical to the successresults realized by the Company in 1997.1998.
The Company's strong 19971998 performance included a 33%16.5% growth in revenues from
1997. A combination of higher costs associated with an aggressive expansion
strategy and a 40% increasean industry-wide business decline in
net income over 1996, recording13
the highestsecond half of 1998 resulted in profit yearperformance that was below 1997.
1998 profit was 9.2% under the record earnings achieved in 1997. In
consideration of the Company's history. Return on equity rose to 24.1% from 20.6% in 1996.
Based on such outstanding performance,difficult year, the Chief Executive Officer received an
annual incentive award of $12.5$8.5 million for 1997.1998. This represented a 10.6%
decline from his 1997 annual incentive award. His salary of $500,000$175,000 was last
increased in 1994 based on a review of peer salaries in other firms.1987. The Chief Executive Officer was not granted any restricted
stock units or stock options in 1997.1997 or 1998.
The Committee believes that the total compensation of the Chief Executive
Officer is appropriate relative to his performance, the performance of the
Company and the compensation of other heads of high-performing investment
firms.
TAX CONSIDERATIONS
The Committee's policy is to preserve corporate tax deductions while
maintaining the flexibility to approve compensation arrangements that it deems
to be in the best interests of the Company and its stockholders, but which may
not always qualify for full tax deductibility.
COMPENSATION AND MANAGEMENT COMMITTEE
Louis Harris
W. Edwin Jarmain
John C. West, Chairman
1314
COMMON STOCK PERFORMANCE
The following chart compares the Company's cumulative total return on
stockholder investment since the date of the Initial Public Offering
(October 24, 1995) with that of the Standard & Poor's 500 and a Peer Group
Index. All indices include the reinvestment of dividends.
[GRAPHIC OMITTED--INDEX POINTS SHOWN BELOW]
INDEX POINTS
10/26/95 12/31/95 12/31/96 12/31/97
Donaldson, Lufkin & Jenrette, Inc. 100.00 115.74 122.94 274.20
S&P 500 100.00 111.20 130.81 174.44
Peer Group 100.00 98.23 137.90 235.65OMITTED]
Compound
Annual
10/26/95 12/31/95 12/31/96 12/31/97 12/31/98 Return Rate
------------ ------------ ------------ ------------ ------------ ------------
Donaldson, Lufkin & Jenrette, Inc. $ 100.00 $ 115.74 $ 122.94 $ 274.20 $ 284.53 38.9%
S&P 500 $ 100.00 $ 96.74 $ 141.64 $ 246.09 $ 276.04 37.6%
Peer Group* $ 100.00 $ 111.20 $ 130.81 $ 174.44 $ 224.29 28.9%
* Peer group includes Bear Stearns Companies, Lehman Brothers Holdings, Morgan
Stanley Group (10/26/95 - 5/30/97), and Morgan Stanley Dean Witter Discover & CompanyCo.
(6/1/97-12/31/97) and Salomon Inc.98). Assumes conversion of Morgan Stanley Group shares into
Morgan Stanley Dean Witter Discover & CompanyCo. on 6/1/97.
Total return analysis for Salomon extends through 10/31/97, the approximate
date of the company's acquisition by Travelers Group, Inc.
1415
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT
The following table sets forth, as of March 1, 1998,1999, the total number of
shares of Common Stock beneficially owned, and the percent so owned, by each
director and nominee for director, by each person known to the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock, by the
Named Executive Officers and by all current directors and executive officers as
a group. All numbers reflect the 2 for 1 stock split that was effective May 11,
1998.
CURRENT
BENEFICIAL OWNERSHIP(1) TOTAL(1)
--------------------------- ---------------------------------------------------- -------------------------
NUMBER OF NUMBER OF
SHARES PERCENT SHARES PERCENT
AXA(2) ...................................................... 42,720,000 63.1% 42,720,000 58.2%90,440,006 72.7% 90,440,006 59.1%
9 Place Vendome
75001 Paris, France
The Equitable Companies
Incorporated(3) ............................................ 42,635,000 62.9 42,635,000 58.188,603,337 71.3 88,603,337 57.9
1290 Avenue of the Americas
New York, New York 10104
The Equitable Life Assurance
Society of the United States(4) ............................ 19,230,770 28.4 19,230,770 26.239,961,542 32.1 39,961,542 26.1
1290 Avenue of the Americas
New York, New York 10104
Joe L. Roby(5) .............................................. 1,692,524 1.3 1,993,726 1.3
John S. Chalsty(5)Chalsty(6) .......................................... 931,257 1.4 999,526 1.4
Joe L. Roby(6) .............................................. 758,161 1.1 996,863 1.4
Carl B. Menges(7) ........................................... 96,619 * 103,731 *1,931,263 1.5 1,999,532 1.3
Anthony F. Daddino(8)Daddino(7) ....................................... 386,478781,402 * 414,924834,848 *
David DeLucia(8) ............................................ 180,000 * 470,000 *
Hamilton E. James(9) ........................................ 483,0971,001,751 * 518,6541,287,308 *
Richard S. Pechter(10) ...................................... 695,661 1.0 746,863 1.01,442,524 1.1 1,668,726 1.1
Stuart M. Robbins (11) ...................................... 591,052 * 762,386 *
Theodore P. Shen(11)Shen(12) ........................................ 695,6611,300,424 1.0 746,863 1.01,351,626 *
Michael A. Boyd(13) ......................................... 119,609 * 123,876 *
Michael M. Bendik(12)Bendik(14) ....................................... 28,98560,104 * 31,119 *
Claude Bebear(13) ........................................... 1,000 * 1,00062,238 *
Henri de Castries(14)Castries(15) ....................................... 1,0002,000 * 1,0002,000 *
Denis Duverne(15)Duverne(16) ........................................... 2,000 * 2,000 *
Jane Mack Gould ............................................. 0 * 0 *
Louis Harris(16)Harris(17) ............................................ 5,4408,880 * 11,44022,880 *
Michael Hegarty(18) ......................................... 0 * 0 *
Henri G. Hottinguer(17)Hottinguer(19) ..................................... 4,00014,000 * 10,00028,000 *
W. Edwin Jarmain(18)Jarmain(20) ........................................ 7,02420,048 * 13,02434,048 *
Francis Jungers(19)Jungers(21) ......................................... 3,00012,000 * 9,000 *
Joseph J. Melone(20) ........................................ 1,024 * 1,02426,000 *
Edward D. Miller ............................................Miller(22) ........................................ 0 * 0 *
Stanley B. Tulin (21)(23) ....................................... 01,000 * 01,000 *
W.J. Sanders III(22)III(24) ........................................ 3,40512,810 * 9,40526,810 *
John C. West(23)West(25) ............................................ 12,80031,600 * 18,80045,600 *
All directors and executive officers as a group(24)group(26) ......... 4,201,231 6.2 4,726,967 6.49,204,991 7.0 10,802,090 7.1
- ----------
* Less than 1.0%.
16
(1) The table provides certain information regarding the beneficial ownership
of the Company's Common Stock by AXA, EQ, Equitable Life, each of the
Company's directors and all directors and executive officers as a group
assuming, in the case of the Total column, the issuance of all of the
Common Stock pursuant to outstanding restricted stock units and options.
In connection with the Initial Public Offering, approximately 500
employees of the Company exchanged an aggregate of $100.0 million of
their interests under certain cash compensation arrangements, including
the Company's 1991-1993 Long 15
Term Incentive Plan (the "1991 LTI Plan") and the Company's
1994-1996 Long Term Incentive Plan (the "1994 LTI Plan"), for restricted stock units
representing an aggregate of approximately 5.210.4 million shares of Common
Stock (the "LTI Restricted Stock Unit Exchange").Stock. Approximately 80%90% of these units have vested as of February 1,
19981999 and are included in the Current Beneficial Ownership column. The
balance of these units, located in the Total column, are subject to forfeiture in certain circumstances
and will vest in specified proportions in February 1999 and
February 2000.
In connection with the Initial Public Offering, employees acquired options
to purchase an aggregate of approximately 9.218.4 million shares of Common
Stock at a price of $27.00$13.50 per share by foregoing an aggregate of $55.7
million of their future interests under cash compensation arrangements
(the "LTI Option Exchange"). As of February 1, 1998, all outstanding
options received in the LTI Option Exchange have vested and are included
in the Current Beneficial Ownership column. In addition, Mr. Roby was
granted an option to purchase 250,000500,000 shares of Common Stock in 1996 and
Messrs. Harris, Hottinguer, Jungers, Jarmain, Sanders and West have each
been granted options to purchase 8,00024,000 shares of Common Stock under the
Company's 1996 Non-Employee Directors Stock Plan.
(2) AXA is EQ's largest stockholder, beneficially owning approximately 59% of
EQ's outstanding common stock. As of March 1, 1998,1999, a group of four
French mutual insuanceinsurance companies (the "Mutuelles AXA") owned, directly
or indirectly through various holding companies, approximately 24.7%23.9% of
the issued shares representing 34.8%37.6% of the voting power of AXA. For
insurance regulatory purposes the shares of capital stock of EQ
beneficially owned by AXA and its subsidiaries have been deposited into a
voting trust to ensure that certain of the indirect minority shareholders
of AXA do not exercise control over EQ or certain of its insurance
subsidiaries.
(3) The number listed includes shares of Common Stock beneficially owned by
EQ's wholly-owned subsidiary, Equitable Life.
(4) The number listed includes shares of Common Stock beneficially owned
through its wholly-owned subsidiary, Equitable Holdings, L.L.C.
(5) The Current Beneficial Ownership column for Mr. ChalstyRoby includes 1,000
shares owned by Mr. Chalsty's wife, 291,190476,546
vested restricted stock units and 636,357 option shares exercisable within 60 days . The Total column
includes 68,269 unvested restricted stock units. In addition, Mr. Chalsty
beneficially owns 96,000 shares of common stock of EQ, including 80,000
option shares exercisable within 60 days and 2,500 American Depositary
Receipts ("ADRs") of AXA.
(6) The Current Beneficial Ownership column for Mr. Roby includes 218,393
vested restricted stock units and 536,6921,198,384 option shares exercisable
within 60 days. The Total column includes 51,202 unvested restricted
stock units and 187,500250,000 stock options that become exercisable more than
60 days after March 1, 1998.1999. In addition, Mr. Roby holds an option to
purchase 40,00050,000 shares of common stock of EQ which is exercisable within
60 days, 2,500 American Depositary Receipts ("ADRs") of AXA and 2,500
ADRsoption shares of AXA.
(7)AXA which are exercisable within 60 days.
(6) The Current Beneficial Ownership column for Mr. MengesChalsty includes 30,3322,500
shares owned by Mr. Chalsty's wife, 650,649 vested restricted stock units
and 66,2871,272,714 option shares exercisable within 60 days. The Total column
includes 7,11268,269 unvested restricted stock units. In addition, Mr. Menges alsoChalsty
beneficially owns 1,500116,000 shares of common stock of EQ, including 100,000
option shares exercisable within 60 days, 2,500 ADRs of AXA.
(8)AXA and 5,000
option shares of AXA which are exercisable within 60 days.
(7) The Current Beneficial Ownership column for Mr. Daddino includes 91,829198,755
vested restricted stock units and 265,149530,298 option shares exercisable
within 60 days. The Total column includes 28,446 unvested restricted
stock units.units and 25,000 stock options that become exercisable more than 60
days after March 1, 1999. Mr. Daddino beneficially owns 100 shares of
common stock of EQ which are held in an insurance trust for the benefit
of his wife and children and also holds an option to purchase 40,00050,000
shares of common stock of EQ which is exercisable within 60 days.
(8) The Current Beneficial Ownership column for Mr. DeLucia includes 180,000
option shares exercisable within 60 days. The Total column includes
470,000 stock options that become exercisable more than 60 days after
March 1, 1999.
(9) The Current Beneficial Ownership column for Mr. James includes 84,720
vested restricted stock units and 331,436662,872
option shares exercisable within 60 days. The Total column includes
35,557 unvested restricted stock units.units and 250,000 stock options that
become exercisable more than 60 days after March 1, 1999. Mr. James also
holds an option to purchase 40,00050,000 shares of common stock of EQ which is
exercisable within 60 days and 1,000 ADRs of AXA.
(10) The Current Beneficial Ownership column for Mr. Pechter includes 218,393
vested restricted stock units and 477,268954,536
option shares exercisable within 60 days. The Total column includes
51,202 unvested restricted stock units.units and 175,000 stock options that
become exercisable more than 60 days after March 1, 1999. Mr. Pechter
also holds an option to purchase 40,00050,000 shares of common stock of EQ
which is exercisable within 60 days.
17
(11) The Current Beneficial Ownership column for Mr. Robbins includes 397,724
option shares exercisable within 60 days. The Total column includes
21,334 unvested restricted stock units and 150,000 stock options that
become exercisable more than 60 days and 1,000 ADRs
of AXA.
(11)after March 1, 1999.
(12) The Current Beneficial Ownership column for Mr. Shen includes 218,393
vested restricted stock units and 477,268954,536
option shares exercisable within 60 days. The Total column includes
51,202 unvested restricted stock units. Mr. Shen also holds an option to
purchase 40,00050,000 shares of common stock of EQ which is exercisable within
60 days and 1,000 ADRs of AXA.
(12)(13) The Current Beneficial Ownership column for Mr. Boyd includes 79,544
option shares exercisable within 60 days. The Total column includes 4,267
unvested restricted stock units.
(14) The Current Beneficial Ownership column for Mr. Bendik includes 19,86639,772
option shares exercisable within 60 days. The Total column includes 2,134
unvested restricted stock units.
(13)(15) Mr. Bebearde Castries also beneficially owns 498,96113,333 shares of Common Stock of
EQ, all of which are option shares exercisable within 60 days, and 70,188
shares of common stock of AXA, including 285,56869,188 option shares exercisable
within 60 days and his wifedays.
(16) Mr. Duverne also owns 2310,333 shares of common stock of AXA.
16
(14)EQ, including 8,333 option shares
exercisable within 60 days. Of his EQ holding 2,000 shares are owned with
his wife. Mr. de CastriesDuverne also beneficially owns 46,06311,042 shares of common
stock of AXA, including 45,063of which 1,000 shares are owned with his wife and 10,000
are option shares of AXA which are exercisable within 60 days.
(15) Mr. Duverne also owns 2,000 shares of common stock of EQ with his wife.
(16)(17) The Current Beneficial Ownership column for Mr. Harris includes 2,0006,000
option shares exercisable within 60 days. The Total column includes
6,00014,000 stock options that become exercisable more than 60 days after
March 1, 1999.
(18) Mr. Hegarty beneficially owns 48,228 shares of common stock of EQ,
including 48,039 option shares exercisable within 60 days.
(19) The Current Beneficial Ownership column for Mr. Hottinguer includes
10,000 option shares exercisable within 60 days. The Total column
includes 14,000 stock options that become exercisable more than 60 days
after March 1, 1999.
(20) The Current Beneficial Ownership column for Mr. Jarmain includes 10,000
option shares exercisable within 60 days. The Total column includes
14,000 option shares that become exercisable more than 60 days after
March 1, 1998.
(17)1999. Mr. Jarmain also beneficially owns 10,545 shares of common
stock of EQ.
(21) The Current Beneficial Ownership column for Mr. HottinguerJungers includes 2,00010,000
option shares exercisable within 60 days. The Total column includes
6,000
option shares14,000 stock options that become exercisable more than 60 days after
March 1, 1998.
(18) The Current Beneficial Ownership column for1999.
(22) Mr. Jarmain includes 2,000Miller beneficially owns 142,745 shares of common stock of EQ, all of
which are option shares exercisable within 60 days.
(23) The Total column includes 6,000
option1,000 shares that become exercisable more than 60 days after March 1,
1998.shown are owned with his wife. Mr. JarmainTulin also
beneficially owns 10,000 shares of common stock of
EQ.
(19) The Current Beneficial Ownership column for Mr. Jungers includes 2,000
option shares exercisable within 60 days. The Total column includes 6,000
option shares that become exercisable more than 60 days after March 1,
1998.
(20) Mr. Melone also beneficially owns 342,15687,437 shares of common stock of EQ, including 320,000 option shares exercisable within 60 days. In addition,
Mr. Melone owns 1,000 shares of common stock of AXA.
(21) Mr. Tulin also beneficially owns 24,051 shares of common stock of EQ,
including 20,00082,819
option shares exercisable within 60 days. Of these shares 4,000 are owned
with his wife. In addition, Mr. Tulin owns 2,000 ADRs of AXA.
(22)AXA and 2,500
option shares of AXA which are exercisable within 60 days.
(24) The Current Beneficial Ownership column for Mr. Sanders includes 2,00010,000
option shares exercisable within 60 days. The Total column includes
6,00014,000 stock options that become exercisable more than 60 days after
March 1, 1999.
(25) The Current Beneficial Ownership column for Mr. West includes 10,000
option shares exercisable within 60 days. The Total column includes
14,000 option shares that become exercisable more than 60 days after
March 1, 1998.
(23) The Current Beneficial Ownership column for Mr. West includes 2,000
option shares exercisable within 60 days. The Total column includes 6,000
option shares that become exercisable more than 60 days after March 1,
1998.1999. Of the Common Stock beneficially owned by Mr. West, 5,50011,000
shares are held on his behalf by a profit sharing plan. In addition, 200400
shares are owned directly by his wife, as to which shares Mr. West
disclaims beneficial ownership.
(24)(26) The Current Beneficial Ownership column includes 1,153,2501,325,950 vested
restricted stock units and 2,883,6306,326,380 option shares exercisable within 60
days and the Total column includes 302,236316,458 unvested restricted stock
units and 223,500 option shares1,404,000 stock options that become exercisable more than 60
days after March 1, 1998.1999. All directors and executive officers as a group
also beneficially own 674,757678,721 shares of common stock of EQ, and 546,02491,230 shares
of common stock of AXA and 9,5009,000 ADRs of AXA.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten-percent of a registered class of the Company's equity
securities, to file initial statements of beneficial ownership (Form 3), and
statements of changes in beneficial ownership (Forms 4 or 5), of Common Stock
and other equity securities of the
18
Company with the Commission and the New York Stock Exchange, Inc. Officers,
directors and greater than ten-percent shareholders are required by Commission
regulation to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required for those persons, the Company
believes that all filing requirements applicable to its officers, directors,
and greater than ten-percent beneficial owners were complied with during 1997.1998,
except for Mr. Tulin whose filing was two days late in connection with a
purchase of Common Stock.
ITEM 2: APPROVAL OF AMENDMENT TO RESTATED
CERTIFICATESALE OF INCORPORATIONCOMMON STOCK
In FebruaryJuly 1998 the BoardCompany sold $300,000,000 of Directors unanimously adopted a resolution
approvingnewly issued Common Stock to
Equitable Life and AXA Holdings (Belgium) for $60.00 per share, the average
closing price of the Common Stock on the New York Stock Exchange ("NYSE") for
the three-day period beginning Friday, July 17 and ending Tuesday, July 21,
1998. The Company has agreed with the NYSE to request approval of the sale by
its stockholders. Both the Company and Equitable believe this purchase was in
the best interests of the stockholders of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE SALE OF COMMON STOCK IN JULY 1998.
ITEM 3: APPROVAL OF INCREASE IN STOCK OPTION PLAN SHARES
The Company's 1996 Stock Option Plan (the "1996 Stock Option Plan") was
approved by the stockholders of the Company at the April 30, 1996 Annual
Meeting. This plan has proved to be an amendmentinvaluable addition to the Company's
Restated Certificatecompensation structure and has enabled the Company to effectively compete for
qualified personnel. However, as of IncorporationMarch 1, 1999, there were available for
grant only 2,163,533 shares under the 1996 Stock Option Plan which, based on
historical practice will not be sufficient to increasemeet the number of authorized
17
Company's need beyond
1999. Therefore, the Company is proposing to shift 10,000,000 shares of Common
Stock previously approved by stockholders under the Company's 1996 Incentive
Compensation Plan, reducing that plan's authorized shares to 7,600,000 shares,
and also to add another 5,000,000 shares not previously approved by
shareholders. These changes will increase the authorized shares under the 1996
Stock Option Plan from 150,000,000approximately 17.6 million shares to 300,00,000 andapproximately 32.6
million shares. In addition, the current limit on the number of incentive stock
options, 16 million shares, is being increased by 15 million to 31 million
shares.
There follows a summary of the principal provisions of the 1996 Stock
Option Plan, as proposed to be amended. The text of the amendments is attached
as Exhibit A.
Options may be granted under the 1996 Stock Option Plan during the ten
year period ending April 29, 2006.
The 1996 Stock Option Plan is administered by the Compensation and
Management Committee of the Board of Directors. The Compensation and Management
Committee is authorized to establish rules and regulations for administration
of the 1996 Stock Option Plan, to make determinations and interpretations under
the 1996 Stock Option Plan and to grant awards pursuant to the 1996 Stock
Option Plan.
19
The 1996 Stock Option Plan provides for the granting of options to key
employees, consultants or other service providers of the Company or its
subsidiaries. As provided in the 1996 Stock Option Plan, no options were
awarded thereunder prior to January 1, 1996. It is currently estimated that
approximately 1,000 people are eligible to receive options under the 1996 Stock
Option Plan.
During 1998, no options were granted to executive officers, and options on
1,508,489 shares were granted to all employees as a group. The maximum number
of Preferredoptions that may be granted during the term of the 1996 Stock from 25,000,000Option Plan is
approximately 32.6 million plus the number of shares covered by options
forfeited or surrendered under the 1995 Stock Option Plan. The total number of
options that may be granted under the 1996 Stock Option Plan may be adjusted in
the event of certain capital changes as described below. Options under the 1996
Stock Option Plan may be granted in the form of either "incentive stock
options" pursuant to 50,000,000. Each
additional sharethe restrictions of Section 422 of the Code, or other
options. The maximum number of shares of Common Stock subject to grants to any
one individual annually under the 1996 Stock Option Plan is four million
shares, subject to adjustment as described below. The maximum number of shares
of Common Stock which may be granted as "incentive stock options" is thirty-one
million shares, subject to adjustment as described below.
The exercise price of all options granted under the 1996 Stock Option Plan
will havebe equal to the same rightsfair market value of Common Stock on the date of grant.
The options will not be exercisable until they vest, as described below.
The options granted under the 1996 Stock Option Plan will be exercisable
for up to ten years and privileges as
each sharewill vest in four equal annual installments. In the
event of currently authorized Common Stock. This amendment requiresa participant's termination of employment due to death or disability
or retirement after the approvalparticipant's attainment of age 65 and prior to the
final vesting date, all unvested options will vest on the last day of the Company's stockholders. As amended,month
following that in which such termination of employment occurs and will become
exercisable at the relevant Articlerate of 25% of the number of the options granted on each of
the first four anniversaries of the date of grant. If a participant's
employment is terminated by the Company with cause or by the recipient (other
than by reason of retirement) without the Company's Amendedconsent prior to the final
vesting date, all unvested options will be forfeited. Any vested, exercisable
options held by the recipient must be exercised within 30 days of the
Compensation and Restated CertificateManagement Committee's reasonable determination that the
recipient has engaged in an activity competitive with the Company. If any such
options remain unexercised at the expiration of Incorporationsuch 30-day period, the options
will readlapse.
The exercise price of options granted under the 1996 Stock Option Plan, as
follows:
FOURTH:well as any amounts required to be withheld upon exercise, may be paid in cash,
stock or a combination of the two. Shares otherwise receivable upon exercise
using the stock payment method may be deferred at the prior election of the
optionee.
Shares that (i) are related to prior grants that are forfeited,
terminated, canceled, expire unexercised, settled in cash or in any other
manner are not issued as shares of Common Stock, or (ii) are used to pay the
exercise price or required withholding in connection with the exercise of other
options, shall again become eligible for grant under the 1996 Stock Option
Plan.
The total number of shares of stock which the Corporation shall
have authority to issue is 300 million (300,000,000) shares of Common Stock par value $0.10 per share (the "Common Stock"), and 50,000,000
shares of Preferredthat may be allocated pursuant
to awards made under the 1996 Stock par value $0.10 per share (the "Preferred
Stock").
The Board of Directors (or such committee of the Board of Directors as
the Board of Directors shall empower) is hereby empoweredOption Plan or that may be allocated to authorize by
resolution or resolutions from time to time the issuance ofany
one or more
classes or series of Preferred Stock and to fix the designations, powers,
preferences and relative, participating, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, if any, with
respect to each such class or series of Preferred Stock and the number of
shares constituting each such class or series, and to increase or decrease
the number of shares of any such class or series to the extent permitted
by the General Corporation Law of the State of Delaware, as amended from
time to time.
In February 1998, the Company also announced that, subject to the approval
of the foregoing amendment, a two-for-one stock split (the "Stock Split") would
be effected by the issuance on May 11, 1998 of additional shares of Common
Stock as a stock dividend to holders of record on April 27, 1998. This action
was taken to facilitate ownership of Common Stock and to bring the market price
of the Common Stock within a trading range more attractive to independent
investors. Based onindividual, the number of shares of Common Stock subject to outstanding
onoptions, the Record Dateexercise price for such options and assuming approvalother terms and
20
conditions of options may be equitably adjusted by the Compensation and
Management Committee in the event of changes in the Company's capital structure
resulting from certain corporate transactions, including a spin-off, stock
dividend, stock split or a subdivision, recapitalization, reorganization,
combination or reclassification of shares, a merger or consolidation, change of
control or similar event.
The Board of Directors of the Company may terminate or amend the 1996
Stock Option Plan, except that any such amendment and giving effectshall require stockholder
approval if such approval is necessary to comply with any regulatory exemption
or to qualify for any special status with which or for which the Board deems it
necessary or desirable to comply or qualify.
DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the Federal income tax rules currently
generally applicable to stock options granted under the 1996 Stock Option Plan.
The grant of an incentive stock option will have no immediate tax
consequences to the Stock Split,optionee or to the Company's issuedCompany. The exercise of an incentive
stock option by the payment of cash to the Company will generally have no
immediate tax consequences to the optionee (except to the extent it is an
adjustment in computing alternative minimum taxable income) or to the Company.
If an optionee holds the shares acquired pursuant to the exercise of an
incentive stock option for the required holding period, the optionee generally
will realize long-term capital gain or long-term capital loss upon a subsequent
sale of the shares in the amount of the difference between the amount realized
upon the sale and outstandingthe purchase price of the shares (i.e., the exercise price).
In such a case, no deduction will be allowable to the Company in connection
with the grant or exercise of the incentive stock option or the sale of shares
of Common Stock wouldacquired pursuant to such exercise.
If, however, an optionee disposes of the shares prior to the expiration of
the required holding period (a "disqualifying disposition"), the optionee will
recognize ordinary income (and the Company will generally be 116,717,428 andentitled to a
totaldeduction) equal to the excess of 53,757,924the fair market value of the shares of Common
Stock wouldon the date of exercise (or the proceeds of the disposition, if less)
over the exercise price. Special rules apply in the event all or a portion of
the exercise price is paid in the form of stock.
The grant of a stock option other than an incentive stock option (a
"non-qualified stock option") will have no immediate tax consequences to the
optionee or to the Company. Upon the exercise of a non-qualified stock option,
the optionee will generally recognize ordinary income (the Company will
generally be reserved for issuance pursuantentitled to various stock-based compensation plans.
Current stockholders do not have preemptive rightsa deduction) in an amount equal to subscribe for, purchase
or reserve anythe excess of the
fair market value of the shares of Common Stock on the authorized capital stockdate of the Company.
In addition to the necessityexercise of
the foregoing amendment to enableoption over the stock split to occur, the Board of Directors believes it isexercise price. The optionee's tax basis in the best
interests of the Company to increase the number of authorized shares in order
to give the Company greater flexibility in considering and planning for future
business needs. The shares will
be available for issuancethe exercise price plus the amount of ordinary income recognized by the
Boardoptionee, and the optionee's holding period will commence on the date the
shares are transferred. Special rules apply in the event all or a portion of
Directors for proper corporate purposes, including but not limitedthe exercise price is paid in the form of stock.
Upon a subsequent sale of shares of Common Stock acquired pursuant to the
exercise of a non-qualified stock dividends, stock splitsoption, any difference between the optionee's
tax basis in the shares and compensation plans.
If the amendmentamount realized on the sale is approved,treated as a
long-term or short-term capital gain or loss, depending on the Amended and Restated Certificateholding period
of Incorporation will be filed with the Secretary of State of Delaware as soon as
practicable after the meeting.shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT TOINCREASE IN AUTHORIZED SHARES UNDER THE RESTATED CERTIFICATE OF INCORPORATION.COMPANY'S 1996
STOCK OPTION PLAN.
21
ITEM 3:4: RATIFICATION OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed KPMG Peat Marwick LLP to audit the accounts of the Company for the fiscal year
ending December 31, 1998.1999. KPMG Peat Marwick LLP has audited the consolidated financial
statements of the Company since the Company 18
was founded. KPMG Peat Marwick LLP
representatives will be present at the Annual Meeting with the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
Stockholder ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors is not required by the Company's bylaws or otherwise. The
Board of Directors has elected to seek such ratification as a matter of good
corporate practice. Should the stockholders fail to ratify the appointment of
KPMG Peat Marwick LLP as the Company's independent auditors for the fiscal year ending
December 31, 1998,1999, the Board of Directors will consider whether to retain that
firm for such year.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE
COMPANY' SCOMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
REGISTRATION RIGHTS AND INDEMNIFICATION AGREEMENT
Under a Registration Rights and Indemnification Agreement between the
Company and EQ, the Company has granted Equitable the right to require the
Company to register shares of Common Stock held by Equitable for sale in
accordance with Equitable's intended method of disposition thereof (a "demand
registration"). Equitable may require up to six such demand registrations, with
no more than one every six months. Additionally, the Company has granted to
Equitable the right subject to certain exceptions to participate in
registrations of Common Stock initiated by the Company on its own behalf or on
behalf of its stockholders (a "piggy-back registration"). The Company is
required to pay expenses (other than underwriting discounts and commissions)
incurred by Equitable in connection with the demand and piggy-back
registrations. Subject to certain limitations specified in the Registration
Rights and Indemnification Agreement, Equitable's registration rights are
assignable to third parties. The Registration Rights and Indemnification
Agreement provides for indemnification and contribution by the Company for the
benefit of Equitable and permitted assigns and their related persons relating
to the demand and piggy-back registrations. In addition, such Agreement
provides for indemnification and contribution by the Company for the benefit of
Equitable and its related persons with respect to other securities offerings by
the Company and financial and other information provided by the Company to
Equitable and in Exchange Act reports.
TAX SHARING AGREEMENTS
The Company was included in EQ's consolidated tax group for Federal income
tax purposes through December 31, 1996. In connection with the Initial Public
Offering, the Company and EQ entered into a Federal income tax sharing
agreement (the "Federal Income Tax Sharing Agreement"). Pursuant to the Federal
Income Tax Sharing Agreement, the Company and EQ generally make payments
between them such that, with respect to any period in which the Company was a
member of EQ's consolidated tax group
22
for Federal income tax purposes (a "Pre-Deconsolidation Period"), the amount of
Federal income taxes to be paid by the Company will be determined as though the
Company were to file for such period and all prior periods separate Federal
income tax returns (generally including any amounts determined to be
19
due as a
result of a redetermination of the Federal income tax liability of the EQ
consolidated group arising from an audit or otherwise) as the common parent of
an affiliated group of corporations filing a consolidated return rather than
being a consolidated subsidiary of EQ. The Company is also entitled to receive
certain payments from EQ in respect of carrybacks of tax assets, if any, of the
Company, determined on a separate return basis, arising in a Pre-Deconsolidation
Period beginning after the completion of the Initial Public Offering. The amount
of any such payment will generally be determined, in the case of a carryback to
a Pre-Deconsolidation Period ending on or before the completion of the Initial
Public Offering, by the actual tax benefit received by the EQ consolidated group
from such carryback, or, in the case of a carryback to any Pre-Deconsolidation
Period beginning after the completion of the Initial Public Offering, by the
benefit that the Company would have received from such carryback on a separate
return basis.
With respect to the period the Company was a part of the EQ consolidated
group, EQ continues to have all the rights of a common parent of a consolidated
group, will be the sole and exclusive agent for the Company in any and all
matters related to the Federal income tax liability of the Company and will be
responsible for the preparation and filing of consolidated Federal income tax
returns. In addition, each member of a consolidated group for Federal income
tax purposes is jointly and severally liable for the Federal income tax
liability of each other member of its consolidated group. Accordingly, under
the Federal Income Tax Sharing Agreement, EQ has agreed to indemnify the
Company against such liabilities to the extent that they relate to the Federal
income tax liability of the EQ consolidated group for periods that the Company
is included in the EQ consolidated group, except to the extent attributable to
the Company.
The Federal Income Tax Sharing Agreement also contains provisions in
respect of certain Federal income tax matters relating to a carryback of a tax
asset, if any, of the Company from a period beginning on or after the date on
which the Company ceases to be eligible for inclusion in EQ's consolidated
group (a "Post-Deconsolidation Period") to a Pre-Deconsolidation Period. Under
the Federal Income Tax Sharing Agreement, (i) the Company will agree to forego
the carryback of any net operating losses to a Pre-Deconsolidation Period
unless EQ consents to such carryback, which consent shall not be unreasonably
withheld, and (ii) the Company may be entitled to receive certain payments from
EQ in respect of any tax assets carried back to Pre-Deconsolidation Periods.
The Company also filesfiled combined, consolidated or unitary income tax
returns with ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of EQ, in
certain states and localities for periods through December 31, 1996. The
Company and ACMC have entered into a tax sharing agreement (the "State Tax
Sharing Agreement"), pursuant to which the Company and ACMC have agreed that
with respect to any period in which the Company and ACMC have filed or file a
combined, consolidated or unitary income tax return in a state or local taxing
jurisdiction, the amount of combined, consolidated or unitary income taxes to
be paid by ACMC will be determined as though ACMC were to file for such period
and all prior periods separate income tax returns with respect to such state or
local taxing jurisdiction. The Company has agreed to indemnify ACMC against any
combined, consolidated or unitary income taxes for periods in which the Company
files combined, consolidated or unitary income tax returns with ACMC, except to
the extent attributable to ACMC.
23
EMPLOYEES' SECURITIES COMPANY
Selected employees of the Company, including executive officers, are
offered the opportunity to become members of the DLJ First ESC L.P. and DLJ ESC
II L.P. (the "ESC""ESCs"), an investment vehiclevehicles which qualifiesqualify as an
20
"employees'
securities company"companies" for purposes of the Investment Company Act of 1940, as
amended. The ESC investsESCs invest in the Company's merchant banking portfolio companies,
typically acquiring between 30% and 40% of the Company's investment in such
companies. The amounts invested by members are augmented in the ratio of 4:1 by
a combination of recourse loans from the Company and preferred contributions to
the ESC by the Company which have a capped return equal to the prime rate plus
1 3/4%, each of which is repaid to the Company upon realization of the
applicable portfolio investments.
Amounts invested in the ESCESCs by each of the Company's executive officers
in
1997for 1998 are set forth below:
YEAR ENDED
NAME DECEMBER 31, 19971998
Joe L. Roby ................ $337,500
John S. Chalsty ............ 275,000
Michael M. Bendik .......... $ 15,00012,500
Michael A. Boyd ............ 15,000
John S. Chalsty ............ 405,00025,000
Anthony F. Daddino ......... 150,000137,500
Hamilton E. James .......... 240,000
Carl B. Menges ............. 90,000480,690
Richard S. Pechter ......... 195,000187,500
Gerald B. Rigg ............. 15,000
Joe L. Roby ................ 300,00012,500
Theodore P. Shen ........... 150,000125,000
The amount of loans made to the Company's executive officers and preferred
contributions made in the ESCESCs by the Company on behalf of the Company's
executive officers in 1997,for 1998, as well as the amount of such loans outstanding
atfor the year December 31, 1997,1998, are set forth below:
LOANS AND PREFERRED CONTRIBUTIONS DURING LOANS AND PREFERRED
CONTRIBUTIONS CONTRIBUTIONS OUTSTANDING
YEAR ENDED CONTRIBUTIONS OUTSTANDINGFOR THE YEAR ENDED
NAME DECEMBER 31, 1997 AT1998 DECEMBER 31, 19971998
Joe L. Roby ................ $1,311,033 $2,003,232
John S. Chalsty ............ 1,122,264 1,977,986
Michael M. Bendik .......... $ 55,448 $ 89,89749,862 81,667
Michael A. Boyd ............ 55,448 89,897
John S. Chalsty ............ 1,497,096 2,223,63494,695 126,500
Anthony F. Daddino ......... 554,480 897,971543,434 860,348
Hamilton E. James .......... 1,806,474 2,437,334
Carl B. Menges ............. 332,688 576,8511,903,987 3,025,462
Richard S. Pechter ......... 720,824 1,094,012736,178 1,182,625
Gerald B. Rigg ............. 55,448 89,897
Joe L. Roby ................ 1,108,960 1,718,00949,862 81,667
Theodore P. Shen ........... 554,480 897,472498,601 815,515
24
DLJ FUND INVESTMENT PARTNERS, L.P.
Selected employees of the Company, including certain executive officers,
are limited partners of DLJ Fund Investment Partners, L.P. ("FIP"), an
investment vehicle organized to allow these employees to invest on a leveraged
basis in funds and other investment vehicles sponsored by certain of the
Company's clients and potential clients and on a co-investment basis in
transactions in which the Company's clients 21
also invest. Amounts invested by
the limited partners are augmented in the ratio of 2:1 by preferred
contributions to FIP by the Company which have a capped return equal to the
prime rate plus 1 3/4%.
Amounts committed to FIP by each of the Company's executive officers are set
forth below:
NAME AT DECEMBER 31, 19971998
Joe L. Roby ................. $2,000,000
John S. Chalsty ............. 2,000,000
Michael M. Bendik ........... $ -0-
Michael A. Boyd ............. -0-
John S. Chalsty ............. 2,000,000
Anthony F. Daddino .......... 500,000
Hamilton E. James ........... 2,000,000
Carl B. Menges .............. 1,000,000
Richard S. Pechter .......... 750,000
Gerald B. Rigg .............. -0-
Joe L. Roby ................. 2,000,000
Theodore P. Shen ............ 1,000,000
The amounts of preferred contributions made to FIP by the Company on
behalf of each of the Company's executive officers in 19971998 as well as the loan
balances outstanding at December 31, 19971998 are set forth below:
PREFERRED
CONTRIBUTIONS
PREFERRED CONTRIBUTIONS CONTRIBUTIONS
DURINGOUTSTANDING
CONTRIBUTIONSYEAR ENDED FOR YEAR ENDED OUTSTANDING AT
NAME DECEMBER 31, 19971998 DECEMBER 31, 19971998
Joe L. Roby ................ $929,752 $1,548,269
John S. Chalsty ............ 929,752 1,548,269
Michael M. Bendik .......... $ -0- $ -0-
Michael A. Boyd ............ -0- -0-
John S. Chalsty ............ 1,162,250 1,467,477
Anthony F. Daddino ......... 290,562 366,869232,441 387,073
Hamilton E. James .......... 1,162,250 1,467,477
Carl B. Menges ............. 581,125 733,738929,752 1,548,269
Richard S. Pechter ......... 435,844 550,504348,654 580,598
Gerald B. Rigg ............. -0- -0-
Theodore P. Shen ........... 464,874 774,137
DLJ FUND INVESTMENT PARTNERS II, L.P.
Selected employees of the Company, including certain executive officers,
are limited partners of DLJ Fund Investment Partners II, L.P. ("FIP II"), an
investment vehicle organized to allow these employees to invest on a leveraged
basis in funds and other investment vehicles in the alternative investment
arena. Amounts invested by the limited partners are augmented in the ratio of
1:1 by non-recourse loans to FIP II by the Company which have a capped return
equal to the prime rate plus 1 3/4%.
25
Amounts committed to FIP II by each of the Company's executive officers are set
forth below:
NAME AT DECEMBER 31, 1998
Joe L. Roby ................. $1,000,000
Michael M. Bendik ........... 250,000
Michael A. Boyd ............. 250,000
Hamilton E. James ........... 2,000,000
Richard S. Pechter .......... 1,000,000
Gerald B. Rigg .............. 250,000
Theodore P. Shen ............ 1,000,000
The amounts of non-recourse loans made to FIP II by the Company on behalf
of each of the Company's executive officers for 1998 as well as the loan
balances outstanding for the year ended December 31, 1998 are set forth below:
NON-RECOURSE
NON-RECOURSE LOANS
LOANS OUTSTANDING
YEAR ENDED FOR YEAR ENDED
NAME DECEMBER 31, 1998 DECEMBER 31, 1998
Joe L. Roby ................ 1,162,250 1,467,477$ 205,232 $ 174,664
Michael M. Bendik .......... 51,308 43,666
Michael A. Boyd ............ 51,308 43,666
Hamilton E. James .......... 410,464 349,329
Richard S. Pechter ......... 205,232 174,664
Gerald B. Rigg ............. 51,308 43,666
Theodore P. Shen ........... 581,125 733,738205,232 174,664
OTHER AFFILIATED TRANSACTIONS
The Company, Equitable and their respective affiliates engage in a variety
of transactions in the ordinary course of their respective businesses. As a
general rule, the Company has not retained an independent third party to
evaluate transactions with Equitable and there has been no independent
committee of the Board of Directors to evaluate such transactions.
Notwithstanding this fact, the Company believes that each of the arrangements
described below was made on an arm's-length basis. This belief is based on the
fact that the terms and conditions of such transactions (including the fees or
other amounts paid by the Company in connection with such transactions) were
established through
22
arm's-length negotiations which took into account (i) the
terms and conditions of transactions of the same or a similar nature entered
into by the Company with unaffiliated third parties, (ii) the terms and
conditions of transactions of the same or a similar nature entered into by
Equitable with unaffiliated third parties, and/or (iii) the terms and
conditions of market transactions of the same or a similar nature entered into
by unaffiliated third parties. Notwithstanding the foregoing, there can be no
assurance that the Company could not have obtained more favorable terms from an
unaffiliated third party. While there can be no assurance, the Company
anticipates that future transactions with Equitable will be made on an
arm's-length basis consistent with past practice.
26
FINANCIAL SERVICES PROVIDED BY OR TO THE COMPANY
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") from time to
time provides investment banking and other services, including administrative
services to Equitable, AXA and their subsidiaries. The fees related to
investment banking services were $150,000$5,616,000 and the fees related to
administrative services were $47,000$4,200 in 1997.1998. DLJSC from time to time also
provides brokerage and research services to Equitable, AXA and their
subsidiaries. Such services were provided on an arm's-length basis in the
ordinary course of business at rates comparable to those paid at the time by
unaffiliated third parties.
DLJSC and Pershing distribute certain Alliance sponsored funds and cash
management products and receive standard sales concessions and distribution
payments. In addition, Alliance and Pershing have an agreement pursuant to
which Pershing recommends to certain of its correspondent firms the use of
Alliance cash management products for which it is allocated a portion of the
revenues derived by Alliance from sales through the Pershing correspondents.
Amounts paid by Alliance to the Company in connection with the above
distribution services during 19971998 totaled $31.7 million.
EQ Financial Consultants, Inc. ("EQ Financial"), a wholly-owned subsidiary
of Equitable Life formerly known as Equico Securities, Inc., has arrangements
with each of DLJSC and Wood, Struthers & Winthrop pursuant to which EQ
Financial's registered representatives are compensated for referring investment
advisory clients to DLJSC and Wood, Struthers & Winthrop. Referral amounts paid
by DLJSC and Wood, Struthers & Winthrop during 19971998 totaled $1,036,000.$1,020,000.
EQ Financial distributes Wood, Struthers & Winthrop's mutual funds for
which it receives standard sales concessions, which during 19971998 totaled
$855,000.$722,000.
EQ Financial and the Company are parties to a portfolio manager agreement
with respect to Equitable Classic Strategies, a wrap fee investment program
offered through EQ Financial. Amounts paid to EQ Financial by the Company were
$939,000$889,000 in 1997.1998.
Alliance and Wood, Struthers & Winthrop share investment management
responsibility for a number of institutional accounts. The amount of advisory
fees received from such accounts that were allocated to Wood, Struthers &
Winthrop during 19971998 totaled $149,000.$63,000.
On May 24, 1996, DLJSC issued 15,000 additional shares of its non-voting
Adjustable Rate Cumulative Preferred Stock, for an aggregate purchase price of
$1.5 million, to WSW 1995 Exchange Fund, L.P. At December 31, 1997,1998, 315,000
shares were issued and outstanding, of which 70,000134,000 were held
23
by the Company.
The General Partner of such partnership is a subsidiary of Wood, Struthers &
Winthrop. Such preferred stock will automatically be redeemed by DLJSC 15 years
from the date of issuance thereof and may be redeemed at the option of DLJSC at
any time prior to such date.
During 1998, the Company provided investment banking and underwriting
services to Advanced Micro Devices, Inc., of which Mr. Sanders is Chairman of
the Board and Chief Executive Officer, for fees totaling approximately
$4,072,000.
Certain directors, officers and employees of the Company, Equitable, AXA
and their subsidiaries maintain margin accounts with DLJSC. Margin account
transactions for such directors, officers and employees are conducted by DLJSC
in the ordinary course of business and are substantially on the same
27
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated persons and did not involve more
than the normal risk of collectibility or present other unfavorable features.
In addition, certain of such directors, officers and employees had investments
or commitments to invest in various funds sponsored by subsidiaries of the
Company. Such investments or commitments have been made on the same basis as
those made by investors not affiliated with the Company and the aggregate of
such investments are less than 8% of the investments in any such fund. DLJSC
also, from time to time and in the ordinary course of business, enters into
transactions involving the purchase or sale of securities from or to such
directors, officers and employees and members of their immediate families, as
principal. Such transactions on a principal basis are effected on substantially
the same terms as similar transactions with unaffiliated third parties except
that in some instances directors, officers and employees are not charged
placement fees. DLJSC offers its employees reduced commission rates.
INSURANCE COVERAGE OBTAINED FROM EQUITABLE
The Company has purchased split-dollar life insurance policies on the
lives of Messrs. Chalsty, Roby, Daddino, James and Pechter from Equitable Life
at rates comparable to those paid at the time by unaffiliated third parties.
The aggregate amount of premiums for these policies borne by the Company in
19971998 were approximately $173,000$172,000 for Mr. Chalsty and $185,000 each for Messrs.
Roby, Daddino, James and Pechter.
In addition, the Company from time to time purchases life insurance
policies from Equitable Life on the lives of several hundred employees,
including Messrs. Chalsty, Roby, Daddino, James and Bendik, who participate in
deferred compensation plans maintained by the Company. The Company believes
these purchases are at rates comparable to those that could be obtained from
unaffiliated third parities.parties. During 1997,1998, the aggregate premiums paid under such
policies for all participants was approximately $17.4$31.1 million.
Equitable arranges for directors and officers liability insurance coverage
for itself and its subsidiaries, including the Company under a policy written
by insurance companies unaffiliated with Equitable. Based on a review of market
rates, the Company believes that such rates are at least as favorable to the
Company as could be obtained from unaffiliated third parties.
During 1997, the
Company paid Equitable $81,000 as the Company's share of the premiums on these
policies.
FINANCIAL SERVICES OBTAINED FROM AFFILIATES
Alliance provides investment management services to certain of the
Company's employee benefit plans at rates comparable to those paid at the time
by unaffiliated third parties. Advisory fees from these accounts during 19971998
totaled $1.1$2.5 million.
An affiliate of AXA, AXA Asset Management Partenaires ("AXA Asset
Management"), provides investment management services to the Winthrop
Opportunity FundsInternational Equity Fund and the Winthrop Developing Markets Fund (the
"Funds"), a seriesset of mutual
24
funds sponsored by Wood, Struthers & Winthrop ("WSW")
pursuant to a sub-advisory agreement between Wood, Struthers & WinthropWSW and AXA Asset Management.
Advisory fees of $600,000$503,155 were paid by the FundsWSW to AXA Asset Management during 1997.relating to
the Funds' fiscal year ending October 31, 1998. In addition, Wood Struthers & WinthropWSW pays for
various direct fund expenses on behalf of the Funds and AXA Asset Management
reimburses Wood Struthers &
WinthropWSW for 50% of such expenses. The total amount of expenses
reimbursed during 1997 was approximately $115,000.$106,000.
28
OTHER TRANSACTIONS WITH EQUITABLE
In 1993, Equitable Life purchased 200,000 shares of the Company's
Cumulative Exchangeable Preferred Stock for $20.0 million. In 1996, these
shares were exchanged, pursuant to the terms thereof, for $20.0 million
aggregate principal amount of the Company's 9.58% Subordinated Exchange Notes
due 2003. The Company paid interest on these notes to Equitable Life of $1.9
million in 1997.1998. Such interest was paid on a pro rata basis to all holders of
9.58% Subordinated Exchange Notes, including unaffiliated third parties.
In July 1998, Equitable Life and AXA Holdings (Belgium) purchased from the
Company $300,000,000 of newly issued Common Stock for $60.00 per share, the
average closing price of the Common Stock on the NYSE for the three-day period
beginning Friday, July 17 and ending Tuesday, July 21, 1998.
Equitable has committed, subject to approval by Equitable on a
transaction-by-transaction basis, to provide $750 million of subordinated debt
financing to the DLJ Bridge Fund. Interest payments and other distributions to
Equitable Life from the DLJ Bridge Fund during 19971998 totaled $5.7$13.6 million. The
Company has agreed to pay Equitable the first $25 million of aggregate
principal losses incurred by Equitable with respect to all bridge loans. To the
extent such payments by the Company do not fully cover any such losses incurred
by Equitable, Equitable is entitled to receive all other distributions
otherwise payable to the Company with respect to DLJ Bridge Fund activities
until such losses have been recovered. The Company has also agreed to pay
Equitable the amount, if any, by which any principal loss on an individual loan
exceeds $150 million. In addition, Equitable is entitled to one-third of any
equity securities obtained in connection with any bridge loan.
Column Financial, Inc. ("Column") was created as a joint venture between
Equitable Real Estate Investment Management, Inc., an indirect wholly-owned
subsidiary of EQ, and DLJ Mortgage Capital, Inc. ("DLJMC") in July 1993. Column
originates and underwrites mortgage loans for securitization and sale in the
form of CMOs through DLJMC. In June 1997, the Company purchased Equitable's 50%
interest in Column (the "Column Purchase"), bringing the Company's ownership of
Column to 100%. During 1997 until the Column Purchase, Column had a line of
credit with DLJ which bore interest at 30-day LIBOR plus 2 1/8% secured by
mortgage loans held for sale. During that period, (i) the maximum aggregate
amount outstanding under such line of credit at any month-end was $247.5
million, (ii) the aggregate interest expense paid to DLJMC was $5.1 million and
(iii) the aggregate amount of mortgages purchased from Column by DLJMC was
$245.8 million.
Equitable Life has invested an aggregate of $52.5$63.0 million in Sprout Growth,
L.P., Sprout Growth II, L.P., Sprout Capital V, L.P., Sprout Capital VI, L.P.,
Sprout Capital VII, L.P., and Sprout Capital VII,VIII, L.P., (collectively, the
"Sprout Funds"), venture capital funds sponsored by the Company. Distributions
to Equitable Life from the Sprout Funds during 19971998 were $4.2$3.5 million. Such
distributions were paid on a pro rata basis to all investors, including
unaffiliated third parties.
The Company currently leases certain of its office facilities from joint
ventures in which Equitable participates. Total lease payments by the Company
with respect to such facilities were $2.0approximately $1.4 million for 1997.
25
1998.
STOCKHOLDER PROPOSALS
Under the rules and regulations of the Commission as currently in effect,
any holder of at least $1,000 in market value of Common Stock who has held such
Common Stock for at least one year and who desires to have a proposal presented
in the Company's proxy material for use in connection with the annual meeting
of stockholders to be held in 19992000 must transmit that proposal (along with his
or her name, address, the number of shares of Common Stock that he or she holds
of record or beneficially, the dates upon which the securities were acquired
and documentary support for a claim of beneficial ownership) in writing as set
forth below. Proposals of stockholders intended to be presented at the annual
meeting of stockholders to be held in 19992000 must be received by Marjorie S.
White, Secretary, Donaldson, Lufkin & Jenrette, Inc., 277 Park Avenue, New
York, New York 10172, no later than January 1, 1999.2000.
29
Holders of Common Stock who want to have proposals submitted for
consideration at future meetings of the stockholders should consult the
applicable rules and regulations of the Commission with respect to such
proposals, including the permissible number and length of proposals and other
matters governed by such rules and regulations.
ADDITIONAL INFORMATION
THE COMPANY WILL MAKE AVAILABLE A COPY OF ITS ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997,1998, WHEN IT BECOMES AVAILABLE, AND ANY
QUARTERLY REPORTS ON FORM 10-Q OF THE COMPANY FILED THEREAFTER, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO THE SECRETARY, DONALDSON, LUFKIN & JENRETTE, INC., 277
PARK AVENUE, NEW YORK, NEW YORK 10172. EACH SUCH REQUEST MUST SET FORTH A GOOD
FAITH REPRESENTATION THAT, AS OF THE RECORD DATE (MARCH 9, 1998)8, 1999), THE PERSON
MAKING THE REQUEST WAS A BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE.
In order to ensure timely delivery of any such document prior to the
Annual Meeting, any request should be received by the Company promptly.
OTHER BUSINESS
The Company knows of no other matters which may come before the Annual
Meeting. However, if any such matters properly come before the Annual Meeting,
the individuals named in the proxies will vote on such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Marjorie S. White
Secretary
March 23, 1998
2618, 1999
30
PROXYEXHIBIT A*
SECTION 4. SHARES AVAILABLE FOR OPTIONS.
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b),
the number of Shares with respect to which Options may be granted under the
Plan shall be equal to the sum of (i) the number of whole shares nearest to but
not exceeding 10% of the fully diluted shares outstanding following the initial
public offering of the Company's Shares, but assuming for this purpose that
Shares granted and to be granted with respect to restricted stock units and
options authorized for issuance under the 1995 Restricted Stock Unit Plan, the
1995 Stock Option Plan and this Plan are issued and outstanding at such time,
plus (ii) the number of shares covered by options forfeited, canceled,
exercised or surrendered without the issuance of Shares under the 1995 Stock
Option Plan, plus (iii) the number of whole shares nearest to but not exceeding
12 1/2% of the Shares related to options granted under the 1995 Stock Option
Plan as of the initial public offering of the Company's Shares plus (iv)
15,000,000. To the extent that after the effective date of the Plan, any Option
granted under the Plan or any option granted under the Company's 1995 Stock
Option Plan is forfeited, exercised or otherwise terminates or is canceled
without the delivery of Shares (including Shares withheld in payment of taxes
relating to such Options or options and Shares surrendered in payment of the
exercise price or taxes relating to such Options or options), then the Shares
covered by such Option or option, to such extent, shall again be, or shall
become, Shares with respect to which Options may be granted under this Plan.
Notwithstanding the foregoing and subject to adjustment as provided in
Section 4(b), the aggregate number of Shares in respect of which Options may be
granted under the Plan to any Employee in any calendar year shall not exceed
4,000,000 and the maximum number of Shares in respect of which Incentive Stock
Options may be granted under the Plan is 31,000,000 [16,000,000].
*New language in italics;
deleted language in brackets
A-1
STOCKHOLDER'S PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
P
DONALDSON, LUFKIN & JENRETTE, INC.
R
To: Donaldson, Lufkin & Jenrette, Inc.
O
I appoint Marjorie S. White and Michael A. Boyd, individually and
X together, as my proxies, with power of substitution, to vote all of my
DONALDSON, LUFKIN & JENRETTE, INC.
Y common stock at the Annual Meeting of stockholdersStockholders of DONALDSON, LUFKIN
& JENRETTE, INC. to be held at the Company's offices, 8th Floor, 277 Park
Avenue, New York, New York 10172, on Wednesday, April 22, 1998,21, 1999, at
10:00 a.m., New York City time, and at any adjournment or postponement
of the meeting.
Nominees:
John S. Chalsty, Joe L. Roby, Anthony F. Daddino,
Hamilton E. James, Richard S. Pechter, Theodore P.
Shen, Henri de Castries, Denis Duverne, Louis Harris, Henri G.
Hottinguer, W. Edwin Jarmain, Francis Jungers, Edward D. Miller,
W.J. Sanders III, Stanley B. Tulin and John C. West.
(Notation/Comments)
-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
(If you have written in the above space, please mark the corresponding box
on the reverse side of this card.)
MY PROXIES WILL VOTE THE SHARES REPRESENTED BY THIS PROXY AS DIRECTED ON
THE OTHER SIDE OF THIS CARD, BUT IN THE ABSENCE OF ANY INSTRUCTIONS FROM
ME, MY PROXIES WILL VOTE "FOR" THE ELECTION OF ALL THE NOMINEES LISTED
UNDER ITEM 1 AND "FOR" ITEMITEMS 2, 3 AND ITEM 3.4. MY PROXIES MAY VOTE ACCORDING
TO THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING. I MAY REVOKE THIS PROXY PRIOR TO ITS EXERCISE.
PLEASE SIGN AND DATE THE OTHER SIDE OF THIS CARD.
(Please fill in the appropriate boxes on the other side.)
6670|
---
[X] PLEASE MARK YOUR
CHOICES LIKE THIS IN
BLUE OR BLACK INK.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL THE NOMINEES LISTED
UNDER ITEM 1 AND "FOR" ITEM 2, ITEM 3 AND ITEM 3.4.
- ------------------------------------------------------------------------------------------------------------------------------------------------------------
Item 1. - -------
Election of FOR WITHHOLD AUTHORITY
all the members [ ] [ ]
of the Company's
Board of Directors.
Item 2. Approval FOR AGAINST ABSTAIN
of Sale of Common [ ] WITHHELD [ ] For, except vote withheld from the following nominee(s):
- --------------------------------------------------------[ ]
Stock.
Item 2.
- -------3. Approval of Amendment to
Restated Certificate
of Incorporationincrease in FOR AGAINST ABSTAIN
Stock Option Plan Shares [ ] AGAINST [ ] ABSTAIN [ ]
Item 3.
- -------4. Ratification of the FOR AGAINST ABSTAIN
appointment of KPMG Peat
Marwick LLP as [ ] [ ] [ ]
Donaldson, Lufkin & Jenrette, Inc.'s
independent auditors for 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]1999.
Nominees: Joe L. Roby, John S. Chalsty, Anthony F. Daddino, David DeLucia,
Hamilton E. James, Richard S. Pechter, Stuart M. Robbins, Henri de Castries,
Denis Duverne, Jane Mack Gould, Louis Harris, Michael Hegarty, Henri G.
Hottinguer, W. Edwin Jarmain, Francis Jungers, Edward D. Miller, W.J. Sanders
III, Stanley B. Tulin and John C. West.
For, except vote withheld for the following nominee(s):
- --------------------
- -------------------------------------------------------------------------------
Note: Please sign exactly as
name(s) appear(s) above. If
acting as an executor,
administrator, trustee,
guardian, etc., you should so
indicate in signing. If the
stockholder is a corporation,
please sign the full corporate
name, by a duly authorized
officer. If shares are held
jointly, each stockholder
named should sign. Date and
promptly return this card in
the envelope provided.
----------------------------
SIGNATURE(S) DATE
----------------------------
SIGNATURE(S) DATE
401 (K) RETIREMENT SAVINGS PLAN DIRECTION SOLICITED BY THE BOARD OF DIRECTORS OF
P
DONALDSON, LUFKIN & JENRETTE, INC.
R
To: Winthrop Trust Company, Trustee
O
I direct Winthrop Trust Company, Trustee under the 401 (k) Retirement
X Savings Plan for Employees of Donaldson Lufkin and Jenrette, Inc., to
vote in person or by proxy all of the shares of DONALDSON, LUFKIN &
Y JENRETTE, INC. common stock allocated to the account of the undersigned
under such Plan at the Annual Meeting of Stockholders of DONALDSON,
LUFKIN & JENRETTE, INC. to be held at the Company's offices, 8th Floor,
277 Park Avenue, New York, New York 10172, on Wednesday, April 21, 1999,
at 10:00 a.m., New York City time, and at any adjournment or postponement
of the meeting.
THE SHARES REPRESENTED BY THIS DIRECTION WILL BE VOTED AS DIRECTED ON
THE OTHER SIDE OF THIS CARD, BUT IN THE ABSENCE OF ANY INSTRUCTIONS FROM
ME, WILL BE VOTED "FOR" THE ELECTION OF ALL THE NOMINEES LISTED UNDER
ITEM 1 AND "FOR" ITEMS 2, 3 AND 4. THE TRUSTEE MAY VOTE ACCORDING TO ITS
DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE
MEETING.
PLEASE SIGN AND DATE THE OTHER SIDE OF THIS CARD.
(Please fill in the appropriate boxes on the other side.)
| 3866
---
[X] PLEASE MARK YOUR
CHOICES LIKE THIS IN
BLUE OR BLACK INK.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL THE NOMINEES LISTED
UNDER ITEM 1 AND "FOR" ITEM 2, ITEM 3 AND ITEM 4.
- -------------------------------------------------------------------------------
Item 1. Election of FOR WITHHOLD AUTHORITY
all the members [ ] [ ]
of the Company's
Board of Directors.
Item 2. Approval FOR AGAINST ABSTAIN
of Sale of Common [ ] [ ] [ ]
Stock.
Item 3. Approval of increase in FOR AGAINST ABSTAIN
Stock Option Plan Shares [ ] [ ] [ ]
Item 4. Ratification of the FOR AGAINST ABSTAIN
appointment of KPMG LLP as [ ] [ ] [ ]
Donaldson, Lufkin & Jenrette, Inc.'s
independent auditors for 1999.
Nominees: Joe L. Roby, John S. Chalsty, Anthony F. Daddino, David DeLucia,
Hamilton E. James, Richard S. Pechter, Stuart M. Robbins, Henri de Castries,
Denis Duverne, Jane Mack Gould, Louis Harris, Michael Hegarty, Henri G.
Hottinguer, W. Edwin Jarmain, Francis Jungers, Edward D. Miller, W.J. Sanders
III, Stanley B. Tulin and John C. West.
For, except vote withheld for the following nominee(s):
- --------------------
- -------------------------------------------------------------------------------
Note: Please sign exactly as
name(s) appear(s) above.
----------------------------
SIGNATURE(S) DATE
----------------------------
SIGNATURE(S) DATE