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
October 30, 1998
Date of Report (Date of earliest event reported)
DONALDSON, LUFKIN & JENRETTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6862 13-1898818
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of organization) Number)
277 Park Avenue
New York, New York 10172
(Address of principal executive offices) (zip code)
(212) 892-3000
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
On October 30, 1998, Donaldson, Lufkin & Jenrette, Inc. (the "Company")
commenced a program for the offering of Medium-Term Notes due nine months or
more from the date of issuance ("Medium-Term Notes") in the aggregate
principal amount of up to $500,000,000 or the equivalent thereof in one or
more other currencies or currency units such as the European Currency Unit.
The Medium-Term Notes are part of the $1,625,000,000 in debt securities,
preferred stock, common stock and warrants registered by the Company pursuant
to a Registration Statement, as amended (the "Registration Statement") filed
with the Securities and Exchange Commission ("Commission") on Form S-3
(Registration No. 333-53499) pursuant to Rule 415 promulgated by the Commission
under the Securities Act of 1933, as amended the ("Act"). A Prospectus
Supplement and Base Prospectus relating to the Medium-Term Notes has been
filed with the Commission pursuant to Rule 424(b) of the Act. The issuance and
sale of the Medium-Term Notes may be made from time to time in various amounts
pursuant to an Indenture, dated as of June 8, 1998, between the Company and
The Chase Manhattan Bank, as Trustee. The Indenture was previously filed with
the Commission.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement among the Company and certain agents. The form of the Distribution
Agreement is attached hereto as Exhibit 1 and incorporated by reference
herein. The Medium-Term Notes may bear fixed or floating rates of interest and
may also be issued as Indexed Notes, Dual Currency Notes, Renewable Notes,
Amortizing Notes or as Original Issue Discount Notes as described in the
Prospectus Supplement. A form of Fixed Rate Medium-Term Note and Regular
Floating Rate Medium-Term Note are attached hereto as Exhibits 4.2 and 4.3,
respectively, and incorporated by reference herein. The Chase Manhattan Bank
(the "Calculation Agent") may perform certain services in connection with the
issuance of Medium-Term Notes bearing floating rates of interest or bearing
fixed rates of interest determined by reference to an interest rate formula,
if any, pursuant to a Calculation Agent Agreement between the Company and the
Calculation Agent. The form of the Calculation Agent Agreement is attached
hereto as Exhibit 4.4 and incorporated by reference herein. Tax consequences
of ownership and disposition of the Notes are described in the Prospectus
Supplement. The opinion of Davis Polk & Wardwell, special tax counsel to the
Company, is attached hereto as Exhibit 4.5 and incorporated by reference
herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
c. Exhibits.
1 Form of Distribution Agreement.
4.1 Form of Senior Debt Indenture between the Company and The
Chase Manhattan Bank, as Trustee (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's Registration Statement on Form
S-3 (Registration No. 333-40925)).
4.2 Form of Fixed Rate Medium-Term Note.
4.3 Form of Floating Rate Medium-Term Note.
4.4 Form of Calculation Agent Agreement.
4.5 Form of Tax Opinion
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.
DONALDSON, LUFKIN & JENRETTE, INC.
Date: November 10, 1998 By /s/ Marjorie S. White
--------------------------------
Name: Marjorie S. White
Title: Secretary
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
1 Form of Distribution Agreement.
4.1 Form of Senior Debt Indenture between the Company and
The Chase Manhattan Bank, as Trustee (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's Registration Statement on
Form S-3 (Registration No. 333-40925)).
4.2 Form of Fixed Rate Medium-Term Note.
4.3 Form of Floating Rate Medium-Term Note.
4.4 Form of Calculation Agent Agreement.
4.5 Form of Tax Opinion