SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2000 Commission File Number: 1-6862
Credit Suisse First Boston (USA), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-1898818
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Eleven Madison Avenue 10010
New York, New York (Zip Code)
(Address of Principal Executive Offices)
(212) 325-2000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section
Name of Each
Title of Each Class: Exchange on Which Registered:
- ------------------- ----------------------------
CSFBdirect Common Stock, par value $0.10 New York Stock Exchange
per share
Series A Fixed/Adjustable Rate Cumulative New York Stock Exchange
Preferred Stock, $50 liquidation preference
per share
Series B Fixed/Adjustable Rate Cumulative New York Stock Exchange
Preferred Stock, $50 liquidation preference
per share New York Stock Exchange
8.42% Mandatorily redeemable Trust Securities New York Stock Exchange
of DLJ Capital Trust I, guaranteed by Credit
Suisse First Boston (USA), Inc.
Securities registered pursuant to Section 12(g) of the Act: None
-----------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: |X|
As of March 28, 2000, there were 18,400,000 shares of non-voting common
stock of the Registrant, $0.10 par value ("CSFBdirect Common Stock"),
outstanding. As of March 28, 2000, the aggregate market value of the CSFBdirect
Common Stock held by non-affiliates of the Registrant was approximately $83.5
million. All of the outstanding shares of voting common stock of the Registrant,
$0.10 par value, are held by Credit Suisse First Boston, Inc., an indirect
wholly-owned subsidiary of Credit Suisse Group.
Documents Incorporated by Reference: None
EXPLANATORY NOTE: This Amendment No. 1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2000 (the "Form 10-K") is filed
solely to amend Exhibit 10.6, Credit Suisse Group International Share Plan,
filed as part of Item 14(a)(3), to reflect the agreement in its final form. The
registrant hereby amends Item 14(a)(3) to the Form 10-K in its entirety and
replaces such Item 14(a)(3) with the following:
3. Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of August 30, 2000, among Credit
Suisse Group, Diamond Acquisition Corp. and the Registrant, as amended
(incorporated by reference to Exhibit (d)(1) to the Tender Offer
Statement on Schedule TO filed by Credit Suisse Group and the Diamond
Acquisition Corp. in relation to the Registrant on September 8, 2000 and
Exhibit (d)(5) to Amendment No. 2 to such Tender Offer Statement on
Schedule TO/A filed by Credit Suisse Group and the Diamond Acquisition
Corp. in relation to the Registrant on October 6, 2000).
2.2 Stock Purchase Agreement, dated as of August 30, 2000, among Credit
Suisse Group and the AXA entities named therein, as amended (incorporated
by reference to Exhibit (d)(2) to the Tender Offer Statement on Schedule
TO filed by Credit Suisse Group and the Diamond Acquisition Corp. in
relation to the Registrant on September 8, 2000 and Exhibit (d)(6) to
Amendment No. 2 to such Tender Offer Statement on Schedule TO/A filed by
Credit Suisse Group and the Diamond Acquisition Corp. in relation to the
Registrant on October 6, 2000).
3.1 Amended and Restated Certificate of Incorporation of Registrant.*
3.2 By-laws of the Registrant (Incorporated by reference to the corresponding
exhibit to the Registrant's Registration Statement on Form S-1, File No.
33- 96276).
4.1 Certificate of Designation of the Registrant's Fixed/Adjustable Rate
Cumulative Preferred Stock, Series A (Incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form S-3, File
No. 33-80771).
4.2 Certificate of Designation of the Registrant's Fixed/Adjustable Rate
Cumulative Preferred Stock, Series B (Incorporated herein by reference to
Exhibit 99.1 to the Registrant's Form 8-K, dated January 8, 1998; Item
5).
4.3 The instruments defining the rights of holders of long-term debt
securities of the Registrant and its subsidiaries are omitted pursuant to
Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant
hereby agrees to furnish copies of these instruments to the Securities
and Exchange Commission upon request.
10.1 Donaldson, Lufkin & Jenrette, Inc. 1995 Stock Option Plan (Incorporated
by reference to Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).+
10.2 Donaldson, Lufkin & Jenrette, Inc. 1996 Stock Option Plan (Incorporated
by reference to Annex A of the Registrant's Proxy Statement on Schedule
14A filed on March 22, 1996 and furnished to shareholders in connection
with the solicitation of proxies for the Registrant's annual meeting of
shareholders held on April 30, 1996).+
10.3 1996 Non-Employee Directors Stock Plan (Incorporated by reference to
Annex A of the Registrant's Proxy Statement on Schedule 14A filed on
March 11, 1997 and furnished to shareholders in connection with
solicitation of proxies for the Registrant's annual meeting of
shareholders held on April 16, 1997).+
10.4 Donaldson, Lufkin & Jenrette, Inc. 1996 Incentive Compensation Plan
(Incorporated by reference to Annex B of the Registrant's Proxy Statement
on Schedule 14A filed on March 22, 1996 and furnished to shareholders in
connection with the solicitation of proxies for the Registrant's annual
meeting of shareholders held on April 30, 1996).+
10.5 Credit Suisse Group Management Performance Plan (GMPP) International.* +
10.6 Credit Suisse Group International Share Plan.** +
10.7 Form of 1997-1999 Incentive Compensation Unit Agreement.* +
10.8 Form of Split Dollar Insurance Agreement.* +
10.9 Deferred Compensation Agreement, dated December 30, 1983, between John S.
Chalsty and the Registrant (Incorporated by reference to Exhibit 10.11 to
the Registrant's Registration Statement on Form S-1, File No. 33-96276).+
10.10 Deferred Compensation Agreement, dated December 30, 1983, between Anthony
F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.12
to the Registrant's Registration Statement on Form S-1, File No.
33-96276).+
10.11 Deferred Compensation Agreement, dated December 30, 1983, between Joe L.
Roby and the Registrant (Incorporated by reference to Exhibit 10.17 to
the Registrant's Registration Statement on Form S-1, File No. 33-96276).+
10.12 1995 Stock Option Plan Agreement, dated October 24, 1995, between Anthony
F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.62
of the Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1995).+
10.13 Employment Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corporation and Joe L. Roby (Incorporated by reference to exhibit
(e) (4) to the Registrant's Schedule 14D-9 filed on September 8, 2000).+
10.14 Employment Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corporation and Hamilton E. James (Incorporated by reference to
exhibit (e) (5) to the Registrant's Schedule 14D-9 filed on September 8,
2000).+
10.15 Guarantee Agreement, dated October 31, 2000, between the Registrant and
Anthony F. Daddino.* +
10.16 Guarantee Agreement, dated October 30, 2000, between the Registrant and
Gates H. Hawn.* +
10.17 Insurance Agreement, dated October 31, 1995, between the Registrant and
Winthrop Trust Company, as Trustee and Owner of the Anthony F. Daddino
Insurance Trust dated August 25, 1995. (Incorporated by reference to
Exhibit 10.80 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
10.18 Insurance Agreement, dated January 4, 1996, between the Registrant and
Dan Curtis Roby, as Trustee and Owner of the Roby 1995 Insurance Trust
dated November 27, 1995 (Incorporated by reference to Exhibit 10.84 to
the Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1996).
10.19 Insurance Agreement, dated August 27, 1992, between the Registrant and
Thomas E. Siegler, as Trustee and Owner of the 1992 Chalsty Insurance
Trust dated August 25, 1992 (Incorporated by reference to Exhibit 10.20
to the Registrant's Registration Statement on Form S-1, File No.
33-96276).
10.20 Amendment, dated August 28, 1992, to the Insurance Agreement, dated
August 27, 1992, between the Registrant and Michael Cappiccille, as
Trustee and Owner of the 1992 Chalsty Insurance Trust dated August 25,
1992 (Incorporated by reference to Exhibit 10.21 to the Registrant's
Registration Statement on Form S-1, File No. 33-96276).
10.21 Letter Agreement, dated August 25, 1995, between the Registrant and ACMC,
Inc. regarding certain state and local tax sharing arrangements
(Incorporated by reference to Exhibit 10.19 to the Registrant's
Registration Statement on Form S-1, File No. 33-96276).
10.22 Federal Tax Sharing Agreement, dated October 11, 1995, between the
Registrant and The Equitable Companies, regarding certain federal tax
sharing arrangements (Incorporated by reference to Exhibit 10.22 to the
Registrant's Registration Statement on Form S-1, File No. 33-96276).
10.23 Agreement of Lease, dated October 24, 1996, between 99 Bishopsgate
Limited, Landlord, and DLJ International Limited, Tenant and the
Registrant, Tenant's Guarantor, on 99 Bishopsgate London, EC2, United
Kingdom (Incorporated by reference to Exhibit 10.23 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
10.24 Sublease Agreement, dated December 31, 2000, between The Chase Manhattan
Bank and the Registrant, Subtenant, on 277 Park Avenue, New York, New
York.*
10.25 Agreement of Lease, dated November 10, 1995, between Broadpine Realty
Holding Company, Inc. and the Registrant, Tenant, on 120 Broadway, New
York, New York (Incorporated by reference to Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.26 Agreement of Lease, dated June 3, 1998, between USF Nominees Limited,
Landlord, DLJ UK Properties Limited, Tenant, on 111 Old Broad Street,
London and the Registrant, Surety (Incorporated herein by reference to
Exhibit 10.92 of the Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1998).
10.27 Sublease Agreement, dated June 16, 1998, between Furman Selz, LLC,
Sublandlord and the Registrant, Subtenant, on 280 Park Avenue, New York,
New York (Incorporated herein by reference to Exhibit 10.93 of the
Registrant's quarterly report on Form 10-Q for the period ended June 30,
1998).
10.28 Agreement of Lease, dated July 28, 1995, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.29 Amendment of Lease, dated May 17, 1996, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.30 Agreement of Lease, dated September 10, 1997, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.31 Modification of Lease, dated February 5, 1998, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.32 Second Modification of Lease, dated June 12, 2000, between Metropolitan
Life Insurance Company and the Registrant, Tenant, on Eleven Madison
Avenue, New York, New York.*
10.33 Third Modification of Lease, dated September 18, 2000, between
Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
Madison Avenue, New York, New York.*
10.34 Fourth Modification of Lease, dated November 13, 2000, between
Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
Madison Avenue, New York, New York.*
10.35 Agreement of Sublease, dated August 31, 1999 between GFT Apparel Corp.
and the Registrant, Subtenant, on Eleven Madison Avenue, New York, New
York.*
10.36 Agreement of Lease, dated November 13, 2000, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.37 Agreement of Lease, dated February 22, 2001, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on One Madison Avenue, New
York, New York.*
10.38 Agreement of Sublease, dated February 22, 2001, between Metropolitan Life
Insurance Company and the Registrant, Landlord, on One Madison Avenue,
New York, New York.*
10.39 Agreement of Lease, dated December 31, 1998, between The Port Authority
of New York and New Jersey and the Registrant, Tenant, on 5 World Trade
Center, New York, New York.*
10.40 First Supplement of Lease, dated August 15, 2000, between the Port
Authority of New York and New Jersey and the Registrant, Tenant, on 5
World Trade Center, New York, New York.*
10.41 Agreement of Lease, dated July 1, 1987, between Grove Street Associates
of Jersey City Limited Partnership and the Registrant, Tenant, on One
Pershing Plaza, Jersey City, New Jersey.*
10.42 First Amendment of Lease, dated July 1, 1987, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.43 Second Amendment of Lease, dated March 12, 1992, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.44 Third Amendment of Lease, dated December 27, 1992, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.45 Fourth Amendment of Lease, dated December 23, 1993, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.46 Fifth Amendment of Lease, dated May 1, 1994, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.47 Sixth Amendment of Lease, dated March 9, 1995, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.48 Seventh Amendment of Lease, dated June 16, 1995, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.49 Eight Amendment of Lease, dated April 4, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.50 Ninth Amendment of Lease, dated April 4, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.51 Tenth Amendment of Lease, dated December 31, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.52 Eleventh Amendment of Lease, dated February 7, 1997, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.53 Twelfth Amendment of Lease, dated August 18, 1997, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.54 Thirteenth Amendment of Lease, dated January 12, 1998, between Grove
Street Associates of Jersey City Limited Partnership and the Registrant,
Tenant, on One Pershing Plaza, Jersey City, New Jersey.*
10.55 Fourteenth Amendment of Lease, dated December 28, 1998, between Grove
Street Associates of Jersey City Limited Partnership and the Registrant,
Tenant, on One Pershing Plaza, Jersey City, New Jersey.*
10.56 Fifteenth Amendment of Lease, dated June 16, 1999, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.57 Sixteenth Amendment of Lease, dated March 31, 2000, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.58 Agreement of Lease, dated April 12, 1999, between Cal-Harbor II and III
Urban Renewal Associates L.P., Landlord, and the Registrant, Tenant, on
the Harborside Financial Center, Jersey City, New Jersey.*
10.59 First Amendment of Lease, dated September 30, 1999, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.60 Second Amendment of Lease, dated September 30, 1999, between Cal-Harbor
II and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.61 Third Amendment of Lease, dated December 15, 1999, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.62 Fourth Amendment of Lease, dated March 29, 2000, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.63 Agreement of Lease, dated August 15, 2000, between TM Park Avenue
Associates and the Registrant, Tenant, on 315 Park Avenue South, New
York, New York.*
10.64 Credit Agreement, dated May 30, 1997, among the Registrant, Donaldson,
Lufkin & Jenrette Securities Corporation and DLJ Mortgage Capital, Inc.,
as borrowers, a syndicate of banks named therein, Chase Securities Inc.,
as arranger, The Chase Manhattan Bank and Donaldson, Lufkin & Jenrette
Securities Corporation, as syndication agents, The Bank of New York, as
administrative agent, DLJMC, as collateral agent and payment agent, The
First National Bank of Chicago, as documentation agent, and DLJSC, as
collateral agent and payment agent.*
10.65 First Amended and Restated Credit Agreement, dated May 29, 1998, among
the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
agents, The Bank of New York, as administrative agent, DLJMC, as
collateral agent and payment agent, The First National Bank of Chicago,
as documentation agent, and DLJSC, as collateral agent and payment agent
(Incorporated herein by reference to Exhibit 10.91 of the Registrant's
quarterly report on Form 10-Q for the period ended June 30, 1998).
10.66 Second Amended and Restated Credit Agreement, dated May 28, 1999, among
the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
agents, The Bank of New York, as administrative agent, DLJMC, as
collateral agent and payment agent, The First National Bank of Chicago,
as documentation agent, and DLJSC, as collateral agent and payment agent
(Incorporated by reference to Exhibit 10.95 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
11.1 Statement re: computation of basic earnings per share.*
11.2 Statement re: computation of diluted earnings per share.*
12.1 Computation of ratio of earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock dividends.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of KPMG LLP.*
24.1 Power of Attorney.*
- -----------
* Filed as part of the Registrant's Annual Report on Form 10-K filed on
March 30, 2001.
** Filed herewith.
+ This exhibit is a management contract or a compensatory plan or
arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, hereunto duly authorized, on the 9th day of
April, 2001.
CREDIT SUISSE FIRST BOSTON (USA), INC.
By: /s/ David C. Fisher
---------------------------
Name: David C. Fisher
Title: Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Allen D. Wheat*
-------------------------- Director, President and Chief Executive Officer April 10, 2001
Allen D. Wheat (Principal Executive Officer)
/s/ Anthony F. Daddino*
--------------------------- Director, Chief Financial and Administrative April 10, 2001
Anthony F. Daddino Officer (Principal Financial Officer)
/s/ David C. Fisher
--------------------------- Chief Accounting Officer (Principal April 10, 2001
David C. Fisher Accounting Officer)
/s/ Robert M. Baylis*
--------------------------- Director April 10, 2001
Robert M. Baylis
/s/ Brady W. Dougan*
--------------------------- Director, Division Head--Equity April 10, 2001
Brady W. Dougan
/s/ Carol B. Einiger*
--------------------------- Director April 10, 2001
Carol B. Einiger
/s/ Gates H. Hawn
--------------------------- Director, Division Head--Financial Services April 10, 2001
Gates H. Hawn
/s/ Stephen A. M. Hester*
--------------------------- Director, Division Head--Fixed Income April 10, 2001
Stephen A. M. Hester
/s/ Hamilton E. James*
--------------------------- Director, Division Co-Head--Investment Banking April 10, 2001
Hamilton E. James
/s/ Joseph T. McLaughlin*
--------------------------- Director, General Counsel April 10, 2001
Joseph T. McLaughlin
/s/ Joe L. Roby*
--------------------------- Director April 10, 2001
Joe L. Roby
/s/ Philip K. Ryan*
--------------------------- Director April 10, 2001
Philip K. Ryan
/s/ Richard E. Thornburgh*
--------------------------- Director, Division Head--Finance, April 10, 2001
Richard E. Thornburgh Administration and Operations
/s/ Maynard J. Toll, Jr.
--------------------------- Director April 10, 2001
Maynard J. Toll, Jr.
/s/ Charles G. Ward III*
--------------------------- Director, Division Co-Head--Investment Banking April 10, 2001
Charles G. Ward III
*By: /s/ David C. Fisher
---------------------------
David C. Fisher
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of August 30, 2000, among Credit
Suisse Group, Diamond Acquisition Corp. and the Registrant, as amended
(incorporated by reference to Exhibit (d)(1) to the Tender Offer
Statement on Schedule TO filed by Credit Suisse Group and the Diamond
Acquisition Corp. in relation to the Registrant on September 8, 2000 and
Exhibit (d)(5) to Amendment No. 2 to such Tender Offer Statement on
Schedule TO/A filed by Credit Suisse Group and the Diamond Acquisition
Corp. in relation to the Registrant on October 6, 2000).
2.2 Stock Purchase Agreement, dated as of August 30, 2000, among Credit
Suisse Group and the AXA entities named therein, as amended (incorporated
by reference to Exhibit (d)(2) to the Tender Offer Statement on Schedule
TO filed by Credit Suisse Group and the Diamond Acquisition Corp. in
relation to the Registrant on September 8, 2000 and Exhibit (d)(6) to
Amendment No. 2 to such Tender Offer Statement on Schedule TO/A filed by
Credit Suisse Group and the Diamond Acquisition Corp. in relation to the
Registrant on October 6, 2000).
3.1 Amended and Restated Certificate of Incorporation of Registrant.*
3.2 By-laws of the Registrant (Incorporated by reference to the corresponding
exhibit to the Registrant's Registration Statement on Form S-1, File No.
33- 96276).
4.1 Certificate of Designation of the Registrant's Fixed/Adjustable Rate
Cumulative Preferred Stock, Series A (Incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form S-3, File
No. 33-80771).
4.2 Certificate of Designation of the Registrant's Fixed/Adjustable Rate
Cumulative Preferred Stock, Series B (Incorporated herein by reference to
Exhibit 99.1 to the Registrant's Form 8-K, dated January 8, 1998; Item
5).
4.3 The instruments defining the rights of holders of long-term debt
securities of the Registrant and its subsidiaries are omitted pursuant to
Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant
hereby agrees to furnish copies of these instruments to the Securities
and Exchange Commission upon request.
10.1 Donaldson, Lufkin & Jenrette, Inc. 1995 Stock Option Plan (Incorporated
by reference to Exhibit 10.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).+
10.2 Donaldson, Lufkin & Jenrette, Inc. 1996 Stock Option Plan (Incorporated
by reference to Annex A of the Registrant's Proxy Statement on Schedule
14A filed on March 22, 1996 and furnished to shareholders in connection
with the solicitation of proxies for the Registrant's annual meeting of
shareholders held on April 30, 1996).+
10.3 1996 Non-Employee Directors Stock Plan (Incorporated by reference to
Annex A of the Registrant's Proxy Statement on Schedule 14A filed on
March 11, 1997 and furnished to shareholders in connection with
solicitation of proxies for the Registrant's annual meeting of
shareholders held on April 16, 1997).+
10.4 Donaldson, Lufkin & Jenrette, Inc. 1996 Incentive Compensation Plan
(Incorporated by reference to Annex B of the Registrant's Proxy Statement
on Schedule 14A filed on March 22, 1996 and furnished to shareholders in
connection with the solicitation of proxies for the Registrant's annual
meeting of shareholders held on April 30, 1996).+
10.5 Credit Suisse Group Management Performance Plan (GMPP) International.* +
10.6 Credit Suisse Group International Share Plan.** +
10.7 Form of 1997-1999 Incentive Compensation Unit Agreement.* +
10.8 Form of Split Dollar Insurance Agreement.* +
10.9 Deferred Compensation Agreement, dated December 30, 1983, between John S.
Chalsty and the Registrant (Incorporated by reference to Exhibit 10.11 to
the Registrant's Registration Statement on Form S-1, File No. 33-96276).+
10.10 Deferred Compensation Agreement, dated December 30, 1983, between Anthony
F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.12
to the Registrant's Registration Statement on Form S-1, File No.
33-96276).+
10.11 Deferred Compensation Agreement, dated December 30, 1983, between Joe L.
Roby and the Registrant (Incorporated by reference to Exhibit 10.17 to
the Registrant's Registration Statement on Form S-1, File No. 33-96276).+
10.12 1995 Stock Option Plan Agreement, dated October 24, 1995, between Anthony
F. Daddino and the Registrant (Incorporated by reference to Exhibit 10.62
of the Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1995).+
10.13 Employment Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corporation and Joe L. Roby (Incorporated by reference to exhibit
(e) (4) to the Registrant's Schedule 14D-9 filed on September 8, 2000).+
10.14 Employment Agreement, dated August 30, 2000, between Credit Suisse First
Boston Corporation and Hamilton E. James (Incorporated by reference to
exhibit (e) (5) to the Registrant's Schedule 14D-9 filed on September 8,
2000).+
10.15 Guarantee Agreement, dated October 31, 2000, between the Registrant and
Anthony F. Daddino.* +
10.16 Guarantee Agreement, dated October 30, 2000, between the Registrant and
Gates H. Hawn.* +
10.17 Insurance Agreement, dated October 31, 1995, between the Registrant and
Winthrop Trust Company, as Trustee and Owner of the Anthony F. Daddino
Insurance Trust dated August 25, 1995. (Incorporated by reference to
Exhibit 10.80 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
10.18 Insurance Agreement, dated January 4, 1996, between the Registrant and
Dan Curtis Roby, as Trustee and Owner of the Roby 1995 Insurance Trust
dated November 27, 1995 (Incorporated by reference to Exhibit 10.84 to
the Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1996).
10.19 Insurance Agreement, dated August 27, 1992, between the Registrant and
Thomas E. Siegler, as Trustee and Owner of the 1992 Chalsty Insurance
Trust dated August 25, 1992 (Incorporated by reference to Exhibit 10.20
to the Registrant's Registration Statement on Form S-1, File No.
33-96276).
10.20 Amendment, dated August 28, 1992, to the Insurance Agreement, dated
August 27, 1992, between the Registrant and Michael Cappiccille, as
Trustee and Owner of the 1992 Chalsty Insurance Trust dated August 25,
1992 (Incorporated by reference to Exhibit 10.21 to the Registrant's
Registration Statement on Form S- 1, File No. 33-96276).
10.21 Letter Agreement, dated August 25, 1995, between the Registrant and ACMC,
Inc. regarding certain state and local tax sharing arrangements
(Incorporated by reference to Exhibit 10.19 to the Registrant's
Registration Statement on Form S-1, File No. 33-96276).
10.22 Federal Tax Sharing Agreement, dated October 11, 1995, between the
Registrant and The Equitable Companies, regarding certain federal tax
sharing arrangements (Incorporated by reference to Exhibit 10.22 to the
Registrant's Registration Statement on Form S-1, File No. 33-96276).
10.23 Agreement of Lease, dated October 24, 1996, between 99 Bishopsgate
Limited, Landlord, and DLJ International Limited, Tenant and the
Registrant, Tenant's Guarantor, on 99 Bishopsgate London, EC2, United
Kingdom (Incorporated by reference to Exhibit 10.23 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
10.24 Sublease Agreement, dated December 31, 2000, between The Chase Manhattan
Bank and the Registrant, Subtenant, on 277 Park Avenue, New York, New
York.*
10.25 Agreement of Lease, dated November 10, 1995, between Broadpine Realty
Holding Company, Inc. and the Registrant, Tenant, on 120 Broadway, New
York, New York (Incorporated by reference to Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.26 Agreement of Lease, dated June 3, 1998, between USF Nominees Limited,
Landlord, DLJ UK Properties Limited, Tenant, on 111 Old Broad Street,
London and the Registrant, Surety (Incorporated herein by reference to
Exhibit 10.92 of the Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1998).
10.27 Sublease Agreement, dated June 16, 1998, between Furman Selz, LLC,
Sublandlord and the Registrant, Subtenant, on 280 Park Avenue, New York,
New York (Incorporated herein by reference to Exhibit 10.93 of the
Registrant's quarterly report on Form 10-Q for the period ended June 30,
1998).
10.28 Agreement of Lease, dated July 28, 1995, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.29 Amendment of Lease, dated May 17, 1996, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.30 Agreement of Lease, dated September 10, 1997, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.31 Modification of Lease, dated February 5, 1998, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on Eleven Madison Avenue,
New York, New York.*
10.32 Second Modification of Lease, dated June 12, 2000, between Metropolitan
Life Insurance Company and the Registrant, Tenant, on Eleven Madison
Avenue, New York, New York.*
10.33 Third Modification of Lease, dated September 18, 2000, between
Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
Madison Avenue, New York, New York.*
10.34 Fourth Modification of Lease, dated November 13, 2000, between
Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
Madison Avenue, New York, New York.*
10.35 Agreement of Sublease, dated August 31, 1999 between GFT Apparel Corp.
and the Registrant, Subtenant, on Eleven Madison Avenue, New York, New
York.* 10.36 Agreement of Lease, dated November 13, 2000, between
Metropolitan Life Insurance Company and the Registrant, Tenant, on Eleven
Madison Avenue, New York, New York.*
10.37 Agreement of Lease, dated February 22, 2001, between Metropolitan Life
Insurance Company and the Registrant, Tenant, on One Madison Avenue, New
York, New York.*
10.38 Agreement of Sublease, dated February 22, 2001, between Metropolitan Life
Insurance Company and the Registrant, Landlord, on One Madison Avenue,
New York, New York.*
10.39 Agreement of Lease, dated December 31, 1998, between The Port Authority
of New York and New Jersey and the Registrant, Tenant, on 5 World Trade
Center, New York, New York.*
10.40 First Supplement of Lease, dated August 15, 2000, between the Port
Authority of New York and New Jersey and the Registrant, Tenant, on 5
World Trade Center, New York, New York.*
10.41 Agreement of Lease, dated July 1, 1987, between Grove Street Associates
of Jersey City Limited Partnership and the Registrant, Tenant, on One
Pershing Plaza, Jersey City, New Jersey.*
10.42 First Amendment of Lease, dated July 1, 1987, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.43 Second Amendment of Lease, dated March 12, 1992, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.44 Third Amendment of Lease, dated December 27, 1992, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.45 Fourth Amendment of Lease, dated December 23, 1993, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.46 Fifth Amendment of Lease, dated May 1, 1994, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.47 Sixth Amendment of Lease, dated March 9, 1995, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.48 Seventh Amendment of Lease, dated June 16, 1995, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.49 Eight Amendment of Lease, dated April 4, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.50 Ninth Amendment of Lease, dated April 4, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.51 Tenth Amendment of Lease, dated December 31, 1996, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.52 Eleventh Amendment of Lease, dated February 7, 1997, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.53 Twelfth Amendment of Lease, dated August 18, 1997, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.54 Thirteenth Amendment of Lease, dated January 12, 1998, between Grove
Street Associates of Jersey City Limited Partnership and the Registrant,
Tenant, on One Pershing Plaza, Jersey City, New Jersey.*
10.55 Fourteenth Amendment of Lease, dated December 28, 1998, between Grove
Street Associates of Jersey City Limited Partnership and the Registrant,
Tenant, on One Pershing Plaza, Jersey City, New Jersey.*
10.56 Fifteenth Amendment of Lease, dated June 16, 1999, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.57 Sixteenth Amendment of Lease, dated March 31, 2000, between Grove Street
Associates of Jersey City Limited Partnership and the Registrant, Tenant,
on One Pershing Plaza, Jersey City, New Jersey.*
10.58 Agreement of Lease, dated April 12, 1999, between Cal-Harbor II and III
Urban Renewal Associates L.P., Landlord, and the Registrant, Tenant, on
the Harborside Financial Center, Jersey City, New Jersey.*
10.59 First Amendment of Lease, dated September 30, 1999, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.60 Second Amendment of Lease, dated September 30, 1999, between Cal-Harbor
II and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.61 Third Amendment of Lease, dated December 15, 1999, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.62 Fourth Amendment of Lease, dated March 29, 2000, between Cal-Harbor II
and III Urban Renewal Associates L.P., Landlord, and the Registrant,
Tenant, on the Harborside Financial Center, Jersey City, New Jersey.*
10.63 Agreement of Lease, dated August 15, 2000, between TM Park Avenue
Associates and the Registrant, Tenant, on 315 Park Avenue South, New
York, New York.*
10.64 Credit Agreement, dated May 30, 1997, among the Registrant, Donaldson,
Lufkin & Jenrette Securities Corporation and DLJ Mortgage Capital, Inc.,
as borrowers, a syndicate of banks named therein, Chase Securities Inc.,
as arranger, The Chase Manhattan Bank and Donaldson, Lufkin & Jenrette
Securities Corporation, as syndication agents, The Bank of New York, as
administrative agent, DLJMC, as collateral agent and payment agent, The
First National Bank of Chicago, as documentation agent, and DLJSC, as
collateral agent and payment agent.*
10.65 First Amended and Restated Credit Agreement, dated May 29, 1998, among
the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
agents, The Bank of New York, as administrative agent, DLJMC, as
collateral agent and payment agent, The First National Bank of Chicago,
as documentation agent, and DLJSC, as collateral agent and payment agent
(Incorporated herein by reference to Exhibit 10.91 of the Registrant's
quarterly report on Form 10-Q for the period ended June 30, 1998).
10.66 Second Amended and Restated Credit Agreement, dated May 28, 1999, among
the Registrant, Donaldson, Lufkin & Jenrette Securities Corporation and
DLJ Mortgage Capital, Inc., as borrowers, a syndicate of banks named
therein, Chase Securities Inc., as arranger, The Chase Manhattan Bank and
Donaldson, Lufkin & Jenrette Securities Corporation, as syndication
agents, The Bank of New York, as administrative agent, DLJMC, as
collateral agent and payment agent, The First National Bank of Chicago,
as documentation agent, and DLJSC, as collateral agent and payment agent
(Incorporated by reference to Exhibit 10.95 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
11.1 Statement re: computation of basic earnings per share.*
11.2 Statement re: computation of diluted earnings per share.*
12.1 Computation of ratio of earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock dividends.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of KPMG LLP.*
24.1 Power of Attorney.*
- -----------
* Filed as part of the Registrant's Annual Report on Form 10-K filed on
March 30, 2001.
** Filed herewith.
+ This exhibit is a management contract or a compensatory plan or
arrangement.