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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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CREDIT SUISSE FIRST BOSTON (USA), INC.
(Name of Subject Company)
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CREDIT SUISSE GROUP
CSFBDIRECT ACQUISITION CORP.
CREDIT SUISSE FIRST BOSTON, INC.
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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Common Stock of the Series Designated
Credit Suisse First Boston (USA), Inc. CSFBdirect Common Stock,
Par Value $.10 Per Share
(Title of Class of Securities)
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22541L103
(CUSIP Number of Class of Securities)
David Frick, Esq. Joseph T. McLaughlin, Esq.
Credit Suisse Group Credit Suisse First Boston, Inc.
Paradeplatz 8, P.O. Box 1 11 Madison Avenue
CH-8070 Zurich, Switzerland New York, New York 10010
41-1-212-1616 (212) 325-2000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copy to:
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$110,400,000.00 $22,080.00
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $6.00, the per share tender offer price, by
18,400,00, the number of currently outstanding shares of CSFBdirect Common
Stock sought in the Offer.
** Calculated as 1/50 of 1% of the transaction value.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $22,080.00 Filing Party: Credit Suisse Group,
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Credit Suisse First Boston, Inc.,
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CSFBdirect Acquisition Corp.
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Form or Registration No.: Schedule TO Date Filed: July 24, 2001
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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. |_|
Check the appropriate boxes to designate any transactions to which the statement
relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4
|X| going-private transaction subject to Rule13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
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This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer and Schedule 13E-3 Transaction Statement on Schedule TO filed with
the Securities and Exchange Commission on July 24, 2001, as amended on July 24,
2001 (the "Schedule TO"), by Credit Suisse Group, a corporation organized under
the laws of Switzerland ("CSG"), Credit Suisse First Boston, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of CSG ("CSFB"), and
CSFBdirect Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of CSFB ("Purchaser"). The Schedule TO relates to the offer by
Purchaser to purchase all outstanding shares of common stock of the series
designated Credit Suisse First Boston (USA), Inc. CSFBdirect Common Stock, par
value $0.10 per share (the "Shares"), of Credit Suisse Boston (USA), Inc., a
Delaware corporation (the "Company"), at a price of $6.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 24, 2001, as amended on July 24, 2001 (the "Offer
to Purchase"), and in the related Letter of Transmittal, copies of which are
filed as Exhibits (a)(1) and (a)(2) of the Schedule TO. Capitalized terms used
and not defined herein shall have the meanings given to such terms in the Offer
to Purchase and the Schedule TO.
Item 1. Summary Term Sheet
The Summary Term Sheet of the Offer to Purchase is hereby amended and
supplemented by adding the following new Question No. 5:
"ARE HOLDERS OF THE CSFBDIRECT STOCK ENTITLED TO VOTE ON THE ADOPTION
OF THE MERGER AGREEMENT?
Under the amended and restated certificate of incorporation of
the Company and Delaware law, the affirmative vote of the holders of at
least a majority of the shares of the series of common stock designated
Credit Suisse First Boston (USA), Inc. Common Stock of the Company is
required to adopt the merger agreement, if necessary. Holders of the
CSFBdirect stock are not entitled to vote to adopt the merger
agreement. Consequently, CSFB can adopt the merger agreement without
the affirmative vote of any other stockholder of the Company,
regardless of how many shares of CSFBdirect stock are tendered in the
offer."
Item 2. Subject Company Information
Item 2 of the Schedule TO is hereby amended and supplemented to include
the following information:
6. Price Range of Shares; Dividends
The first paragraph of this section on page 44 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
"The Shares are listed and principally traded on the New York
Stock Exchange ("NYSE") under the ticket symbol "DIR." The following
table sets forth, for the quarters indicated, the high and low sales
prices per Share on NYSE as reported by the Dow Jones News Service.
There were no cash dividends declared on the Shares in 1999, 2000 and
2001."
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented to include
the following information:
2. Acceptance for Payment and Payment for Shares
The first paragraph of this section on page 38 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
"Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), Purchaser will accept
for payment all Shares validly tendered (and not properly withdrawn in
accordance with the procedures described in "The Offer - Withdrawal
Rights") prior to the Expiration Date promptly after the occurrence of
the Expiration Date. Purchaser will pay for all Shares validly tendered
and not withdrawn promptly following the acceptance of Shares for
payment pursuant to the Offer. See "The Offer - Terms of the Offer;
Expiration Date."
12. Certain Conditions of the Offer
The last paragraph of this section on page 51 of the Offer to
Purchase is amended and restated in its entirety to read as follows:
"The foregoing conditions are for the sole benefit of
Purchaser and CSFB and may be asserted by Purchaser or CSFB regardless
of the circumstances giving rise to any such condition or may be waived
by Purchaser or CSFB in whole or in part at any time and from time to
time in their sole discretion. The failure by CSFB or Purchaser at any
time to exercise any of the foregoing rights will not be deemed a
waiver of any such right; the waiver of any such right with respect to
particular facts and other circumstances will not be deemed a waiver
with respect to any other facts and circumstances; and each such right
will be deemed an ongoing right that may be asserted at any time and
from time to time. All conditions to the Offer will be satisfied or
waived prior to the Expiration Date."
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Item 5 is of the Schedule TO is hereby amended and supplemented to
include the following information:
1. Background of the Offer
The third full paragraph of this section on page 13 of the
Offer to Purchase is amended and restated in its entirety to read as
follows:
"On April 24, 2001, the Special Committee met again with
representatives of Fried Frank and Lazard, who briefed the Special
Committee on the status of their due diligence investigation. At this
meeting the Special Committee and its advisors also discussed the
status of pending stockholder litigation against the Company arising
out of CSG's acquisition of DLJ and analyzed, for purposes of
negotiation with CSFB, whether there was any merit to the fiduciary
claims that had been asserted in the pending Delaware litigation. See
"The Offer--Certain Litigation." The Special Committee never
quantified the value, if any, of those claims."
The third full paragraph of this section on page 15 of the
Offer to Purchase is amended and restated in its entirety to read as
follows:
"On July 11, 2001, the Company Board met to consider the
Special Committee's recommendations regarding the Offer and the Merger.
Following a review of the terms of the Offer and the Merger and taking
into account the arms-length negotiations between the parties, the
terms of the Merger Agreement and the status of the pending stockholder
litigation against the Company, the Company Board by unanimous vote of
all directors present and voting at the meeting, with Brady W. Dougan,
Hamilton E. James and Joe L. Roby absent from the meeting, and acting
upon the recommendation of the Special Committee, (i) determined that
it is fair to and in the best interests of the holders of Shares (other
than Purchaser or its affiliates) to consummate the Offer and the
Merger, upon the terms and subject to the conditions of the Merger
Agreement and in accordance with Delaware Law; (ii) approved and
declared advisable the Merger Agreement and the Transactions; and (iii)
resolved to recommend that the holders of Shares (other than Purchaser
or its affiliates) accept the Offer and tender their Shares pursuant to
the Offer."
Item 13. Information Required by Schedule 13E-3
Item 13 of the Schedule TO is hereby amended and supplemented to
include the following information:
2. Recommendation of the Special Committee and the Company Board;
Fairness of the Offer and the Merger
The second paragraph of the "CSFBdirect Business Operating and
Financial Condition" clause in the subsection entitled "The Special
Committee" of this section on page 16 of the Offer to Purchase is
amended by adding the following sentence at the end thereof:
"The Special Committee recognized that, while consummation of
the Offer and the Merger will result in all of the holders of Shares
(other than Purchaser or its affiliates) being entitled to receive
$6.00 in cash for each of their Shares, it will eliminate the
opportunity for such holders to benefit from increases, if any, in the
value of the CSFBdirect Business following the Merger."
The "Financial Terms of the Transaction/Premium to Market
Price" clause in the subsection entitled "The Special Committee" of
this section on page 17 of the Offer to Purchase is amended by adding
the following sentence as a new paragraph number 5 at the end thereof:
"Specifically, in reaching its determination referred to
above, the Special Committee considered (i) the current market price of
the Shares; (ii) the historic market price of the Shares; (iii) an
analysis of the sum of the parts valuation of the CSFBdirect Business;
(iv) the presentations made by Lazard; and (v) the opinion of Lazard,
dated July 11, 2001 that was delivered to the Special Committee. The
Special Committee did not consider either (i) the net book value of the
CSFBdirect Business or (ii) the going concern value of the CSFBdirect
Business because the Special Committee believed that the analyses it
considered were more reflective of the indicative valuation of the
CSFBdirect Business."
3. Opinion of Investment Banker
The fourth paragraph of this section on page 25 of the Offer
to Purchase is amended and restated in its entirety to read as follows:
"Under the terms of Lazard's engagement, the Company has
agreed to pay Lazard a fee of approximately $2 million for its
services, $1.25 million of which is not contingent upon the
consummation of the Offer or the Merger. The Company has also agreed to
reimburse Lazard for its reasonable out-of-pocket expenses, including
attorney's fees, and to indemnify Lazard and certain related parties
against certain liabilities, including liabilities arising under the
federal securities laws, relating to, or arising out of, its
engagement. See "The Offer--Fees and Expenses."
5. Purpose and Structure of the Offer and the Merger; Reasons of
CSFB and CSG for the Offer and the Merger
The paragraph entitled "Reasons for the Offer and the Merger"
of this section on page 27 of the Offer to Purchase is amended and
restated in its entirety to read as follows:
"CSFB has determined that its acquisition of the Shares would
give it greater flexibility in conducting the operations of the
CSFBdirect Business. In particular, CSFB believes that it may be able
to realize greater synergies between the CSFBdirect Business and the
other businesses of CSFB and its affiliates if it were able to
reallocate assets currently allocated to the CSFBdirect Business or
transfer assets to the CSFBdirect Business without regard to the
procedures described in the Company's Amended and Restated Certificate
of Incorporation. In addition, the acquisition of the Shares would
eliminate the disclosure and periodic filing requirements of the United
States securities laws with respect to the CSFBdirect Business. CSFB
believes therefore that the acquisition of the Shares should enable it
to rationalize its diverse operations, reduce related expenditures and
save management time. CSFB, as the owner of the Common Stock, also
desires that the Company achieve the benefits described below.
CSFB originally acquired the Common Stock of the Company in
the fall of 2000 and subsequently reviewed the operations of the
CSFBdirect Business. CSFB made the initial CSFB Proposal and
subsequently commenced the Offer after its management had sufficient
time to identify the benefits from the acquisition of the Shares.
The Company, as a subsidiary of CSFB, has reasons for the
Merger similar to those of CSFB, including the realization of the
operational efficiencies described above. In addition, at such time as
no Shares are owned by the public, the Company will no longer have to
expend the management resources required to interact with financial
analysts and respond to investors' queries in respect of the CSFBdirect
Business. Furthermore, the Company will be saved the expense, both in
management time and accountants' fees, of preparing financial
statements and certain disclosure specific to the CSFBdirect Business.
The Purchaser is engaged in the transaction because it was
formed by CSFB specifically for the purpose of effecting the Offer and
the Merger.
CSG, as the indirect owner of CSFB, has economic interests
aligned with those of CSFB and therefore would benefit from CSFB
realizing the benefits described above.
With respect to the unaffiliated holders of Shares, the
purpose of the Offer and the Merger is to present such holders of
Shares with the opportunity to receive $6.00 in cash in exchange for
their Shares, giving them a significant premium over the trading prices
immediately preceding the Offer. See "The Offer--Price Range of Shares;
Dividends."
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2001
CREDIT SUISSE GROUP
By /s/ Richard E. Thornburgh
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Name: Richard E. Thornburgh
Title: Attorney-In-Fact
By /s/ Neil Radey
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Name: Neil Radey
Title: Attorney-In-Fact
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2001
CSFBDIRECT ACQUISITION CORP.
By /s/ Neil Radey
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Name: Neil Radey
Title: Treasurer
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 10, 2001
CREDIT SUISSE FIRST BOSTON, INC.
By /s/ Anthony F. Daddino
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Name: Anthony F. Daddino
Title: Chief Financial and
Administrative Officer
EXHIBIT INDEX
Exhibit No.
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(a) (1) Offer to Purchase dated July 24, 2001.*
(a) (2) Form of Letter of Transmittal.*
(a) (3) Form of Notice of Guaranteed Delivery.*
(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a) (5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.*
(a) (6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (7) Summary Advertisement as published in The New York Times on July
24, 2001.*
(a) (8) Joint Press Release issued by CSFB and the Company on July 11,
2001 (incorporated by reference to exhibit 99.1 of the Schedule
TO-C filed by CSFB on July 11, 2001).
(a) (9) Revised outside front cover page of the Offer to Purchase filed
as Exhibit (a)(1) to the Schedule TO filed by Credit Suisse
Group, Credit Suisse First Boston, Inc. and CSFBdirect
Acquisition Corp. on July 24, 2001.**
(b) None.
(c) (1) Opinion of Lazard Freres & Co., LLC ("Lazard") to the
Special Committee of Independent Directors of the Board of
Directors of the Company (the "Special Committee") dated July
10, 2001 (included as Annex A of the Offer to Purchase).*
(c) (2) Materials presented by Lazard to the Special Committee on May
31, 2001.*
(c) (3) Materials presented by Lazard to the Special Committee on July
10, 2001.*
(d) (1) Agreement and Plan of Merger, dated as of July 11, 2001, among
CSFB, Purchaser and the Company.*
{d} (2) Credit Suisse Group International Share Plan (incorporated
herein by reference to Exhibit 10.6 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed
with the Securities and Exchange Commission on March 29, 2001).
(f) Section 262 of the Delaware General Corporation Law (included as
Annex B of the Offer to Purchase).*
(g) None.
(h) None.
* Incorporated by reference to the Schedule TO filed by Credit Suisse
Group, Credit Suisse First Boston, Inc. and CSFBdirect Acquisition
Corp. on July 24, 2001.
** Incorporated by reference to Amendment No. 1 to the Schedule TO filed
by Credit Suisse Group, Credit Suisse First Boston, Inc. and CSFBdirect
Acquisition Corp. on July 24, 2001.