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
April 15, 1999
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Date of Report (Date of earliest event reported)
DONALDSON, LUFKIN & JENRETTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6862 13-1898818
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
organization)
277 Park Avenue
New York, New York 10172
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(Address of principal executive offices) (zip code)
(212) 892-3000
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(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index is on page 4 of this filing
Item 5. OTHER EVENTS
On April 15, 1999, 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 $1,000,000,000 or the equivalent thereof in one or
more other currencies or currency units such as the Euro. The Medium-Term Notes
are part of the $2,000,000,000 in debt securities and preferred stock 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. 333-73405) 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 Calculation Agent Agreement was previously filed with the
Commission and is 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.
2
4.3 Form of Floating Rate Medium-Term Note.
4.4 Form of Calculation Agent Agreement (Incorporated by
reference to the corresponding exhibit to Donaldson,
Lufkin & Jenrette, Inc's report on Form 8-K filed with the
Commission on November 12, 1998).
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: April 22, 1999 By /s/ Marjorie S. White
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Name: Marjorie S. White
Title: Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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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 (Incorporated by reference to the
corresponding exhibit to Donaldson, Lufkin & Jenrette, Inc's report on
Form 8-K filed with the Commission on November 12, 1998).
4.5 Form of Tax Opinion
4