SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 14, 2000
CREDIT SUISSE FIRST BOSTON (USA), INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-6862 13-1898818
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(Commission File Number) (I.R.S. Employer
(Identification No.)
Eleven Madison Avenue, New York, New York 10010
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(Address of principal executive office) (Zip Code)
(212) 325-2000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As previously reported by the registrant in its Current Report on Form 8-K,
dated November 3, 2000, and filed with the Securities and Exchange Commission on
November 7, 2000, the registrant, formerly known as Donaldson, Lufkin &
Jenrette, Inc., a Delaware corporation (the "Company"), became an indirect
wholly owned subsidiary of Credit Suisse Group, a corporation organized under
the laws of Switzerland ("CSG"), through the transactions described below in
this Item 1 (collectively, the "Transaction"). In connection with the
Transaction, the Company has changed its name to Credit Suisse First Boston
(USA), Inc.
The Company's DLJDIRECT tracking stock (that is, the common stock of the Company
of the series designated Donaldson, Lufkin & Jenrette, Inc. -- DLJDIRECt Common
Stock, par value $.10 per share) and, except as otherwise described in this
report and the exhibits hereto, all other securities of the Company outstanding
prior to the completion of the Transaction were not directly affected by the
Transaction and remain outstanding.
THE TENDER OFFER. On September 8, 2000, a Tender Offer Statement on Schedule TO
(as amended on September 19, 2000, October 6, 2000 and October 10, 2000, the
"Schedule TO") was filed with the Securities and Exchange Commission by Diamond
Acquisition Corp. (the "Purchaser"), a Delaware corporation and an indirect
wholly owned subsidiary of CSG. The Schedule TO related to the offer by the
Purchaser to purchase all outstanding shares of common stock of the Company of
the series designated Donaldson, Lufkin & Jenrette, Inc. - DLJ Common Stock, par
value $.10 per share (the "Shares"), at a purchase price of $90.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated September 8, 2000 (as amended and
supplemented, the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with the Offer to Purchase, collectively constituted the
"Offer"). The Offer, as amended, expired by its terms at 12:00 midnight, New
York City time, on November 2, 2000. On November 3, 2000, all conditions to the
Offer having been satisfied, the Purchaser accepted for payment all Shares
tendered pursuant to the Offer. At the expiration of the Offer, 54,776,355
Shares were validly tendered and not withdrawn pursuant to the Offer,
representing approximately 99% of the outstanding Shares held by the public.
Total cash consideration paid for the tendered Shares was approximately $5
billion. The details with respect to the sources of this consideration are set
forth in Item 7 of the Schedule TO, which is hereby incorporated by reference
in this report.
THE STOCK PURCHASE. Also on November 3, 2000, CSG and certain of its
subsidiaries completed the purchase (the "Stock Purchase") of all Shares held by
AXA, S.A., formerly the Company's ultimate parent, and certain of its affiliates
(the "AXA Entities") pursuant to a Stock Purchase Agreement dated as of August
30, 2000, as amended. The total consideration paid for the 90,445,000 Shares
purchased from the AXA Entities comprised (i) 25,727,167 newly issued shares of
CSG and (ii) $2,377,369,620 in cash. CSG and its subsidiaries obtained $1.9
billion of the cash portion of this consideration through a loan from the
Company that matures on November 1, 2001 with interest at a spread above
six-month LIBOR, and obtained the balance through the issuance of commercial
paper by certain CSG subsidiaries.
THE MERGERS. Also on November 3, 2000, pursuant to a Merger Agreement dated as
of August 30, 2000, as amended, (i) the Purchaser transferred the Shares
acquired through the Offer and the Stock Purchase, together with the Shares
issued to the Purchaser by the Company as described in Item 2 of this report, to
its wholly owned subsidiary, Diamond Restructuring Corporation, (ii) Diamond
Restructuring Corporation was merged with and into the Company and (iii) the
Purchaser was merged with and into Credit Suisse First Boston, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of CSG ("CSFBI"). As a
result of these mergers, the Company became a direct wholly owned subsidiary of
CSFBI and an indirect wholly owned subsidiary of CSG.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported by the Company in its Current Reports on Form 8-K
dated October 26, 2000 and November 3, 2000, with a view to integrating the
businesses of the Company and CSG, and in anticipation of the completion of
the Transaction, beginning on October 6, 2000, the Company and CSG initiated
a series of transfers relating to certain proprietary fixed income and equity
portfolios maintained by the Company and certain of its subsidiaries, on the
one hand, and Credit Suisse First Boston Corporation, a U.S. registered
broker dealer that is an indirect wholly owned subsidiary of CSG ("CSFB
Corp."), and certain of its affiliates, on the other. On November 3, 2000, in
conjunction with the closing of the Transaction, the final step in this
series of transfers (collectively, the "Transfer") was completed as CSFBI
transferred all of the outstanding shares of CSFB Corp. to the Company in
exchange for newly issued Shares of the Company. As a result of the Transfer,
CSFB Corp. became a direct wholly owned subsidiary of the Company.
In addition, to facilitate the integration of the asset management businesses of
the Company and CSG, DLJ Asset Management Group, Inc. ("DLJAM"), previously an
indirect wholly owned subsidiary of the Company, became an indirect wholly owned
subsidiary of CSFBI through a series of share dividends and contributions. The
business of DLJAM will be combined with the business of Credit Suisse Asset
Management LLC.
Certain historical financial statements of CSFB Corp. and pro forma financial
information reflecting the acquisition of CSFB Corp. by the Company through
the Transfer were contained in exhibits filed with the Company's Current
Report on Form 8-K dated November 3, 2000. The historical and pro forma
financial information contained in that report included information as of and
for the six months ended June 30, 2000 and (to the extent relevant) for the
six months ended June 30, 1999. The exhibits to this report contain
historical financial statements of CSFB Corp. and pro forma financial
information reflecting the acquisition of CSFB Corp. by the Company as of and
for the nine months ended September 30, 2000 and (to the extent relevant) for
the nine months ended September 30, 1999. See Item 7 below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
CSFB Corp.'s audited consolidated statements of financial
condition as of December 31, 1999 and 1998, and related
audited consolidated statements of operations, changes in
stockholder's equity and cash flows for each of the years in
the three-year period ended December 31, 1999, and the notes
thereto, are included as Exhibit 99.2 to the Company's
Current Report on Form 8-K dated November 3, 2000.
CSFB Corp.'s unaudited condensed consolidated statements of
financial condition as of September 30, 2000 and December 31,
1999, and related unaudited condensed consolidated statements
of income for the nine-month periods ended September 30, 2000
and 1999, the unaudited condensed consolidated statements of
changes in stockholder's equity for the nine-month period
ended September 30, 2000 and the year ended December 31, 1999
and the unaudited condensed consolidated statements of cash
flows for the nine-month periods ended September 30, 2000 and
1999, and the notes thereto, are contained in Exhibit 99.2 to
this report.
(b) PRO FORMA FINANCIAL INFORMATION
The Company's unaudited pro forma combined condensed statement
of financial condition as of September 30, 2000, and its
unaudited pro forma combined condensed statements of income
for the nine-month period ended September 30, 2000 and the
year ended December 31, 1999, and the notes thereto, are
contained in Exhibit 99.3 to this report.
(c) EXHIBITS
See the Exhibit Index filed with this report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Credit Suisse First Boston (USA), Inc.
/s/ ANTHONY F. DADDINO
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Anthony F. Daddino
CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER
November 17, 2000
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Exhibit Index
Exhibits identified in parentheses below, on file with the Commission are
incorporated herein by reference as exhibits hereto.
Exhibit No. Description
1.1 Agreement and Plan of Merger, dated as of August 30, 2000,
among CSG, Purchaser and the Company, as amended (incorporated
by reference to Exhibit (d)(1) to the Tender Offer Statement on
Schedule TO filed by CSG and the Purchaser in relation to the
Company on September 8, 2000 and Exhibit (d)(5) to Amendment
No. 2 to such Tender Offer Statement on Schedule TO/A filed by
CSG and the Purchaser in relation to the Company on October 6,
2000).
1.2 Stock Purchase Agreement, dated as of August 30, 2000, among
CSG and the AXA Entities, as amended (incorporated by reference
to Exhibit (d)(2) to the Tender Offer Statement on Schedule TO
filed by CSG and the Purchaser in relation to the Company on
September 8, 2000 and Exhibit (d)(6) to Amendment No. 2 to such
Tender Offer Statement on Schedule TO/A filed by CSG and the
Purchaser in relation to the Company on October 6, 2000).
3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K dated November 3, 2000).
99.1 Press Release dated November 3, 2000 announcing the closing of
the Transaction (incorporated by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K dated November 3,
2000).
99.2 Unaudited Condensed Consolidated Financial Statements of CSFB
Corp. as of September 30, 2000 and December 31, 1999 and for
the nine-month periods ended September 30, 2000 and 1999.
99.3 Unaudited Pro Forma Combined Condensed Financial Statements of
the Company relating to the Transfer as of September 30, 2000
and for the nine-month period ended September 30, 2000 and the
year ended December 31, 1999.
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