Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of the Series Designated
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock
of
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.
at
$90.00 Net Per Share
by
Diamond Acquisition Corp.
an indirect wholly owned subsidiary of
Credit Suisse Group
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
THE OFFER IS BEING MADE PURSUANT TO THE TERMS OF AN AGREEMENT AND PLAN OF
MERGER DATED AS OF AUGUST 30, 2000 (THE "MERGER AGREEMENT") AMONG CREDIT SUISSE
GROUP ("CSG"), DIAMOND ACQUISITION CORP. ("PURCHASER") AND ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, INC. (THE "COMPANY").
THE OFFER IS CONDITIONED UPON THE EXPIRATION OR TERMINATION OF THE WAITING
PERIOD IMPOSED BY THE ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED, AND THE REGULATIONS THEREUNDER AND RECEIPT OF THE REQUISITE APPROVAL OF
THE COMMISSION OF THE EUROPEAN UNION UNDER THE EC MERGER REGULATION (THE
"ANTITRUST CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS
CONTAINED IN THIS OFFER TO PURCHASE. PLEASE READ SECTIONS 1 AND 14 WHICH SET
FORTH IN FULL THE CONDITIONS TO THE OFFER.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF
THE OFFER AND THE MERGER (COLLECTIVELY, THE "TRANSACTIONS"), ARE FAIR TO, AND IN
THE BEST INTERESTS OF, THE HOLDERS OF SHARES, APPROVED, ADOPTED AND DECLARED
ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS AND RESOLVED TO RECOMMEND
THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER SHARES PURSUANT TO THE
OFFER, AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (i) complete and sign the Letter of Transmittal, or a
manually signed facsimile thereof, in accordance with the instructions in the
Letter of Transmittal, have such stockholder's signature thereon guaranteed if
required by Instruction 1 to the Letter of Transmittal, mail or deliver the
Letter of Transmittal, or such facsimile, and any other required documents to
the Depositary and either deliver the certificates for such Shares to the
Depositary along with the Letter of Transmittal or facsimile or deliver such
Shares pursuant to the procedure for book-entry transfer set forth in Section 2
prior to the expiration of the Offer, or (ii) request such stockholder's broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. A stockholder having Shares registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
such stockholder desires to tender such Shares.
A stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available or who cannot comply in a timely manner
with the procedure for book-entry transfer described herein, or who cannot
deliver all required documents to the Depositary prior to the expiration of the
Offer, may tender such Shares by following the procedure for guaranteed delivery
set forth in Section 3.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
all other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their addresses and telephone numbers set forth on the back
cover of this Offer to Purchase.
The Dealer Manager for the Offer is:
CREDIT SUISSE FIRST BOSTON CORPORATION
September 8, 2000
TABLE OF CONTENTS
PAGE
----
SUMMARY OF THE OFFER........................................ 3
INTRODUCTION................................................ 7
THE TENDER OFFER............................................ 10
1. Terms of the Offer; Expiration Date................. 10
2. Acceptance for Payment and Payment for Shares....... 11
3. Procedures for Accepting the Offer and Tendering
Shares.............................................. 13
4. Withdrawal Rights................................... 15
5. Certain United States Federal Income Tax
Consequences........................................ 16
6. Price Range of Shares; Dividends.................... 17
7. Certain Information Concerning the Company.......... 18
8. Certain Information Concerning Purchaser and CSG.... 18
9. Financing of the Offer and the Merger............... 20
10. Background of the Offer; Contacts with the Company;
the Merger Agreement; the Stock Purchase Agreement;
and the Employment Agreements....................... 20
11. Purpose of the Offer; Plans for the Company After
the Offer and the Merger............................ 32
12. Dividends and Distributions......................... 33
13. Possible Effects of the Offer on the Market for
Shares, NYSE Listing, Margin Regulations and
Exchange Act Registration........................... 33
14. Certain Conditions of the Offer..................... 34
15. Certain Legal Matters and Regulatory Approvals;
Transaction with Company Director................... 35
16. Certain Litigation.................................. 38
17. Fees and Expenses................................... 38
18. Miscellaneous....................................... 39
SCHEDULES
Schedule I. Directors and Executive Officers of CSG and
Purchaser
Schedule II. Schedule of Transactions in Shares During
the Past 60 Days
2
SUMMARY OF THE OFFER
THIS SUMMARY OF THE OFFER HIGHLIGHTS SELECTED INFORMATION FROM THIS OFFER TO
PURCHASE, AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU.
TO BETTER UNDERSTAND OUR OFFER TO YOU AND FOR A COMPLETE DESCRIPTION OF THE
TERMS OF THE OFFER, YOU SHOULD READ THIS ENTIRE OFFER TO PURCHASE AND THE
ACCOMPANYING LETTER OF TRANSMITTAL CAREFULLY. QUESTIONS OR REQUESTS FOR
ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT OR THE DEALER MANAGER AT
THEIR ADDRESSES AND TELEPHONE NUMBERS LISTED ON THE LAST PAGE OF THIS OFFER TO
PURCHASE.
WHO IS OFFERING TO BUY MY SECURITIES?
- We are Diamond Acquisition Corp., a newly formed Delaware corporation and
an indirect wholly owned subsidiary of Credit Suisse Group. We have been
organized in connection with this offer and have not carried on any
activities other than in connection with this offer.
- Credit Suisse Group is a Swiss corporation, and is one of the world's
largest global financial services companies. Through its subsidiaries,
Credit Suisse Group is active in investment banking, private banking,
asset management, general insurance, life and pension insurance, as well
as domestic banking for corporate and individual clients within
Switzerland, e-business and financial services for affluent investors in
Europe. Please see Section 8.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THIS OFFER?
- We are offering to purchase all of the outstanding and issued shares of
the series of common stock designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock par value $.10 per share of the Company.
Please see the "Introduction" and Section 1.
- We are not offering to purchase any shares of preferred stock of the
Company or any shares of common stock designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Inc.--DLJDIRECT Common Stock par value $.10 per share. In this
Summary, references to "shares of common stock" or "shares" are references
to the series of common stock designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock par value $.10 per share and references
to "DLJDIRECT common stock" are references to the series of common stock
designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--DLJDIRECT Common Stock par
value $.10 per share.
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO
PAY ANY FEES OR COMMISSIONS?
- We are offering to pay $90.00 per share, net to you in cash, upon the
terms and subject to the conditions contained in this offer to purchase
and in the related letter of transmittal. If you own your shares through a
broker or other nominee, and your broker tenders your shares on your
behalf, your broker or nominee may charge a fee for doing so. You should
consult your broker or nominee to determine whether any charges will
apply.
HAVE YOU ENTERED INTO ANY AGREEMENTS WITH THE COMPANY'S PRINCIPAL STOCKHOLDERS?
- We have entered into a stock purchase agreement with the principal
stockholders of the Company pursuant to which the principal stockholders
have agreed to sell to us the shares of common stock owned by them for
cash and Credit Suisse Group shares. Please see Section 10.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?
- We are not obligated to purchase any shares unless and until the
applicable waiting period under the HSR Act has expired or been terminated
and we receive the requisite approval of the Commission of the European
Union under the EC Merger Regulation.
3
- We are not required to purchase any shares in the offer if Credit Suisse
Group shareholders do not approve, by the affirmative vote of holders of
not less than two-thirds of the Credit Suisse Group shares at a special
meeting of its shareholders, the share issuance contemplated by the stock
purchase agreement between Credit Suisse Group and the Company's principal
stockholders.
- Please read Sections 1 and 14 of this offer to purchase, which more fully
describe the conditions to the offer.
DO YOU HAVE ENOUGH FINANCIAL RESOURCES TO MAKE PAYMENT?
- We will obtain all necessary funds to purchase the shares of the Company's
common stock from Credit Suisse Group or one of Credit Suisse Group's
other subsidiaries. Credit Suisse Group or its subsidiaries will provide
all such funds from a combination of existing resources and from new
borrowing arrangements. Our obligation to purchase shares in the offer is
not conditioned on our obtaining financing. For a more detailed
description of the financing of the offer and the merger, see Section 9.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?
- Because the form of payment in the offer consists solely of cash and our
offer is not contingent upon our receipt of financing, we do not believe
our financial condition is relevant to your decision to tender in the
offer.
HOW MUCH TIME DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
- You will have until at least 12:00 midnight, New York City time, on
Thursday, October 5, 2000 to tender your shares of the Company's common
stock. If you cannot deliver everything that is required in order to make
a valid tender by that time, you may be able to use a guaranteed delivery
procedure that is described in Section 3.
CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?
- We expressly reserve the right, subject to the terms of the merger
agreement and applicable law, to extend the period of time during which
the offer remains open. We have agreed in the merger agreement that we may
extend the offer if certain conditions to the offer have not been
satisfied. Please see Section 1.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
- If we decide to extend the offer, we will inform First Chicago Trust
Company of New York, the Depositary, of that fact, and will issue a press
release giving the new expiration date no later than 9:00 a.m., New York
City time, on the day after the offer was previously scheduled to expire.
Please see Section 1.
HOW DO I TENDER MY SHARES?
To tender your shares in the offer, you must:
- Complete and sign the accompanying letter of transmittal (or a manually
signed facsimile of the letter of transmittal) in accordance with the
instructions in the letter of transmittal and mail or deliver it together
with your share certificates, and any other required documents, to the
Depositary no later than the time the offer expires;
- Tender your shares pursuant to the procedure for book-entry transfer set
forth in Section 3; or
4
- If your share certificates are not immediately available or if you cannot
deliver your share certificates, and any other required documents, to
First Chicago Trust Company of New York prior to the expiration of the
offer, or you cannot complete the procedure for delivery by book-entry
transfer on a timely basis, tender your shares by complying with the
guaranteed delivery procedures described in Section 3.
UNTIL WHEN CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
- You may withdraw any previously tendered shares at any time prior to the
expiration of the offer, and, unless we have previously accepted them for
purchase under the offer, you may also withdraw any previously tendered
shares at any time after November 6, 2000. Please see Section 4.
HOW DO I WITHDRAW MY PREVIOUSLY TENDERED SHARES?
- In order to withdraw your tender of shares, you must deliver a written or
facsimile notice of withdrawal with the required information to First
Chicago Trust Company of New York while you still have the right to
withdraw. If you tendered shares by giving instructions to a broker or
bank, you must instruct the broker or bank to arrange for the withdrawal
of your shares.
WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER?
- The Board of Directors of the Company has unanimously determined that the
offer and merger are fair to, and in the best interests of, the holders of
the Company's common stock, approved and adopted the merger agreement and
the merger, and recommends that the holders of the shares accept the offer
and tender their shares in the offer.
WILL THERE CONTINUE TO BE A PUBLIC MARKET FOR MY SHARES?
- No. If the merger occurs, the shares of common stock will no longer be
publicly traded. Even if the merger does not occur, if we purchase all the
tendered shares, there may be so few remaining holders of the shares of
common stock and publicly held shares that the shares may no longer be
eligible to be traded through the New York Stock Exchange or other
securities markets, there may not be a public trading market for the
shares and the Company may cease making filings with the SEC with respect
to the common stock. Please see Section 13.
WILL THE COMPANY CONTINUE TO MAKE FILINGS WITH RESPECT TO THE DLJDIRECT COMMON
STOCK AND THE PREFERRED STOCK?
- We currently expect that the Company will continue to file reports with
the SEC as a result of the DLJDIRECT common stock and the preferred stock
remaining outstanding. The information in these reports, however, will be
confined to information concerning the Company, the DLJDIRECT common stock
and the preferred stock, and will not include information concerning
Credit Suisse Group or any of Credit Suisse Group's other subsidiaries.
WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF NOT ALL OF THE PUBLICLY HELD
SHARES ARE TENDERED?
- Yes. The number of shares tendered in the tender offer will not affect
whether we merge with the Company. Pursuant to a stock purchase agreement
between our ultimate parent corporation, Credit Suisse Group, and the
Company's principal stockholders, Credit Suisse Group or one of its
subsidiaries expects to acquire all of the principal stockholders' shares
of common stock, which constitute approximately 71% of the currently
outstanding common stock. Accordingly, regardless of the number of shares
of common stock that are tendered in the offer, Credit Suisse Group
expects to acquire a sufficient number of shares to effect the merger
without
5
requiring the vote of any other stockholders. Upon the occurrence of the
merger, the Company will become an indirect subsidiary of Credit Suisse
Group, and each share that remains outstanding (other than any shares
owned by the Company or by Credit Suisse Group or any of their
wholly-owned subsidiaries, and any shares held by stockholders seeking
appraisal for their shares) will be converted automatically into the right
to receive $90.00 net per share, in cash (or any greater amount per share
we pay in the offer).
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
- If you decide not to tender your shares in the offer and the merger
occurs, you will receive in the merger the same amount of cash per share
as if you had tendered your shares in the offer, subject to any
dissenters' rights properly exercised under Delaware law.
WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
- On Friday, August 25, 2000, the last reported closing price per share
reported on the New York Stock Exchange Composite Tape was $61.125 per
share. On Tuesday, August 29, 2000, the last full trading day before we
announced our offer, the last reported closing price per share reported on
the New York Stock Exchange Composite Tape was $84.00 per share. Please
see Section 7.
WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER?
- You can call ▇.▇. ▇▇▇▇ & Co., Inc., the Information Agent, at (800)
628-8536 or Credit Suisse First Boston Corporation, the Dealer Manager,
toll free at (▇▇▇) ▇▇▇-▇▇▇▇. See the back cover of this offer to purchase.
6
To the Holders of the Series of Common Stock
Designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--
DLJ Common Stock of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Inc.:
INTRODUCTION
Diamond Acquisition Corp., a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of Credit Suisse Group, a corporation organized
under the laws of Switzerland ("CSG"), hereby offers to purchase all the shares
of common stock of the series designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock, par value $.10 per share ("Shares"), of
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc., a Delaware corporation (the "Company"), that
are issued and outstanding for $90.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which, together with
this Offer to Purchase and any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). Please read Section 8 for additional
information concerning CSG and Purchaser.
Tendering stockholders who are record owners of their Shares and tender
directly to the Depositary will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the purchase of Shares by
Purchaser pursuant to the Offer. If you own your Shares through a broker or
other nominee, and your broker tenders your Shares on your behalf, your broker
or nominee may charge a fee for doing so. You should consult your broker or
nominee to determine whether any charges or commissions will apply. Any
tendering stockholder or other payee that fails to complete and sign the
Substitute Form W-9, which is included in the Letter of Transmittal, may be
subject to a required back-up U.S. federal income tax withholding of 31% of the
gross proceeds payable to such stockholder or other payee pursuant to the Offer.
See Section 5. Purchaser or CSG will pay all charges and expenses of First
Chicago Trust Company of New York (the "Depositary") and ▇.▇. ▇▇▇▇ & Co., Inc.
(the "Information Agent") incurred in connection with the Offer. See
Section 16.
The Board of Directors of the Company (the "Company Board") has received the
written opinion, dated August 29, 2000, of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Securities Corporation ("DLJSC"), financial advisor to the Company, to the
effect that, as of such date and based upon and subject to certain matters
stated therein, the $90.00 per Share cash consideration to be received in the
Offer and the Merger by holders of Shares is fair to such holders, other than
the principal stockholders, from a financial point of view. A copy of the
written opinion of DLJSC is attached to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Company
Schedule 14D-9"), which is being distributed to the stockholders of the Company,
and stockholders are urged to read the opinion carefully in its entirety for the
assumptions made, matters considered and limitations on the review undertaken by
DLJSC.
THE COMPANY BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE
MERGER (COLLECTIVELY, THE "TRANSACTIONS"), ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE HOLDERS OF SHARES, APPROVED, ADOPTED AND DECLARED ADVISABLE
THE MERGER AGREEMENT AND THE TRANSACTIONS AND RESOLVED TO RECOMMEND THAT THE
HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER SHARES PURSUANT TO THE OFFER, AND
APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPLICABLE WAITING
PERIOD UNDER THE ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED ("HSR ACT"), HAVING EXPIRED OR BEEN TERMINATED PRIOR TO THE
7
EXPIRATION OF THE OFFER AND RECEIPT OF THE REQUISITE APPROVAL OF THE COMMISSION
OF THE EUROPEAN UNION UNDER THE EC MERGER REGULATION (TOGETHER, THE "ANTITRUST
CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN
THIS OFFER TO PURCHASE. PLEASE READ SECTION 14, WHICH SETS FORTH IN FULL THE
CONDITIONS TO THE OFFER.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of August 30, 2000 (the "Merger Agreement"), among CSG, Purchaser and the
Company. The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction or, if permissible, waiver of the other conditions set forth in the
Merger Agreement and in accordance with the relevant provisions of the Delaware
General Corporation Law ("Delaware Law"), Purchaser will be merged with and into
the Company (the "Merger"). As a result, the Company will continue as the
surviving corporation (the "Surviving Corporation") and will become an indirect
subsidiary of CSG. At the effective time of the Merger (the "Effective Time"),
each Share issued and outstanding immediately prior to the Effective Time (other
than Shares held in the treasury of the Company or by CSG or any of their
wholly-owned subsidiaries, which will be cancelled, and other than Shares held
by stockholders who will have demanded and perfected appraisal rights under
Delaware Law) will be cancelled and converted automatically into the right to
receive $90.00 in cash, or any higher price that may be paid per Share in the
Offer, without interest (the "Merger Consideration"). Stockholders who demand
and fully perfect appraisal rights under Delaware Law will be entitled to
receive, in connection with the Merger, cash for the fair value of their Shares
as determined pursuant to the procedures prescribed by Delaware Law. See
Section 11. The Merger Agreement is more fully described in Section 10. Certain
federal income tax consequences of the sale of Shares pursuant to the Offer and
the Merger, as the case may be, are described in Section 5.
Simultaneously with the execution of the Merger Agreement, CSG has entered
into a Stock Purchase Agreement, dated as of August 30, 2000 (the "Stock
Purchase Agreement"), with AXA and its subsidiaries, AXA Financial, Inc., The
Equitable Life Assurance Society of the United States and AXA Participations
Belgium (together, the "AXA Entities") pursuant to which the AXA Entities have,
among other things, (i) agreed not to tender any of their Shares into the Offer,
(ii) agreed to sell all of the Shares owned by them to CSG, on the terms and
subject to the conditions of the Stock Purchase Agreement, and (iii) granted an
irrevocable proxy to CSG and each of its officers to vote and take any actions
with respect to all of the Shares owned by the AXA Entities at any meeting of
the stockholders of the Company or by written consent in lieu of any such
meetings, against any action, proposal, agreement or transaction that would
result in a breach of any covenant, obligation, agreement, representation or
warranty of the Company under the Merger Agreement or of the AXA Entities under
the Stock Purchase Agreement, or that could result in any of the conditions to
the Company's obligations under the Merger Agreement not being fulfilled, or
that is intended, or could reasonably be expected, to impede, interfere, delay,
discourage or adversely affect the Merger Agreement, the Offer, the Merger or
the Stock Purchase Agreement. The Stock Purchase Agreement is more fully
described in Section 10.
The Merger Agreement provides that, promptly upon the purchase by Purchaser
of Shares pursuant to the Offer and the closing of the transactions contemplated
by the Stock Purchase Agreement and from time to time thereafter, Purchaser will
be entitled to designate up to such number of directors, rounded up to the next
whole number, on the Company Board as will give Purchaser representation on the
Company Board equal to the product of the total number of directors on the
Company Board (giving effect to the directors elected pursuant to this sentence)
multiplied by the percentage that the aggregate number of Shares beneficially
owned by Purchaser or any affiliate of Purchaser following such purchases bears
to the total number of Shares then outstanding. In the Merger Agreement, the
Company has agreed promptly to take all actions necessary to cause
8
▇▇▇▇▇▇▇▇▇'s designees to be elected as directors of the Company, including
increasing the size of the Company Board or securing the resignations of
incumbent directors, or both.
The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including the consummation of the transactions contemplated
by the Stock Purchase Agreement, and, if necessary, the approval and adoption of
the Merger Agreement and the Merger by the requisite vote of the stockholders of
the Company. For a more detailed description of the conditions to the Merger,
please read Section 10. Under the Company's Amended and Restated Certificate of
Incorporation and Delaware Law, the affirmative vote of the holders of at least
a majority of the outstanding Shares is required to approve and adopt the Merger
Agreement and the Merger. Consequently, if Purchaser acquires (pursuant to the
Offer or otherwise, including pursuant to the Stock Purchase Agreement) at least
a majority of the outstanding Shares, then Purchaser will have sufficient voting
power to approve and adopt the Merger Agreement and the Merger without the
affirmative vote of any other stockholder of the Company. See Sections 10 and
11.
Under Delaware Law, if Purchaser acquires at least 90% of the then
outstanding Shares, Purchaser will be able to effect the Merger without
requiring the vote of the Company's stockholders. In such event, CSG, Purchaser
and the Company have agreed to take, at the request of Purchaser, all necessary
and appropriate action to cause the Merger to become effective in accordance
with Delaware Law as promptly as reasonably practicable after such acquisition,
without a meeting of the Company's stockholders. If, however, Purchaser does not
acquire at least 90% of the then outstanding Shares, pursuant to the Offer or
otherwise, including pursuant to the Stock Purchase Agreement, and a vote of the
Company's stockholders is required under Delaware Law, a significantly longer
period of time may be required to effect the Merger. See Section 11.
The Company has advised Purchaser that as of August 30, 2000, 128,059,564
Shares were issued and outstanding, 33,163,849 Shares were subject to
outstanding employee stock options and no Shares were held in the treasury of
the Company. As a result, as of such date, Purchaser could cause the Merger to
become effective in accordance with Delaware Law, without calling a meeting of
the Company's stockholders or requiring a vote of the Company's stockholders, if
Purchaser acquires 145,101,072 Shares. Subject to the terms and conditions of
the Stock Purchase Agreement, including the approval of the share issuance by
the CSG shareholders, CSG expects to acquire 90,445,000 Shares from the AXA
Entities.
No appraisal rights are available in connection with the Offer; however,
stockholders may have appraisal rights in connection with the Merger, whether or
not the Merger is subject to a vote of the Company's stockholders. See
Section 11.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE YOU MAKE ANY DECISION
WITH RESPECT TO THE OFFER.
9
TENDER OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE.
Upon the terms and subject to the conditions of the Offer (including any
terms and conditions of any extension or amendment), Purchaser will accept for
payment and pay for all Shares validly tendered (and not withdrawn in accordance
with the procedures set forth in Section 4) on or prior to the Expiration Date.
"Expiration Date" means 12:00 midnight, New York City time, on October 5, 2000,
unless and until Purchaser (subject to the terms and conditions of the Merger
Agreement) will have extended the period during which the Offer is open, in
which case Expiration Date will mean the latest time and date at which the
Offer, as may be extended by Purchaser, will expire.
The Offer is subject to the conditions set forth under Section 14, including
the satisfaction of the Antitrust Condition. Subject to the applicable rules and
regulations of the Securities and Exchange Commission (the "Commission") and
subject to the terms and conditions of the Merger Agreement, Purchaser expressly
reserves the right to waive any such condition in whole or in part (except that
Purchaser may not waive the condition that the conditions to its obligation to
complete the transactions contemplated by the Stock Purchase Agreement be
satisfied), and also expressly reserves the right to increase the price per
Share payable in the Offer and to make any other changes in the terms and
conditions of the Offer; PROVIDED, HOWEVER, that the Purchaser may not decrease
the price per Share payable in the Offer, reduce the maximum number of Shares to
be purchased in the Offer, or impose conditions to the Offer in addition to
those set forth in Section 14.
The Merger Agreement provides that Purchaser may, without the consent of the
Company, (i) extend the Offer beyond the originally scheduled expiration date of
October 5, 2000, if, at the scheduled expiration of the Offer, any of the
conditions to Purchaser's obligation to accept for payment Shares will not be
satisfied or waived, (ii) extend the Offer for any period required by any rule,
regulation or interpretation of the Commission, or the staff thereof, applicable
to the Offer or (iii) extend the Offer for an aggregate period of not more than
5 business days beyond the latest applicable date that would otherwise be
permitted under clause (i) or (ii) of this sentence, if, as of such date, all of
the conditions to Purchaser's obligations to accept Shares for payment are
satisfied or waived, but the number of Shares validly tendered and not withdrawn
pursuant to the Offer equals 10% or more, but less than 20%, of outstanding
Shares on a fully diluted basis; PROVIDED that, in no event will the Offer be
extended pursuant to clause (iii) beyond October 30, 2000. The Merger Agreement
also provides that, if, on the initial scheduled expiration date of the Offer
the condition remaining unsatisfied is the Antitrust Condition, then Purchaser
will extend the Offer from time to time until March 31, 2001. The price of
$90.00 per Share will, subject to applicable withholding of United States
federal, state and local taxes, be net to the seller in cash, upon the terms and
subject to the conditions of the Offer.
Purchaser will pay for all Shares validly tendered and not withdrawn
promptly following the acceptance of Shares for payment pursuant to the Offer.
Notwithstanding the immediately preceding sentence and subject to the applicable
rules of the Commission and the terms and conditions of the Offer, Purchaser
also expressly reserves the right to delay payment for Shares in order to comply
in whole or in part with applicable laws (any such delay will be effected in
compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which requires Purchaser to pay the consideration
offered or to return Shares deposited by or on behalf of stockholders promptly
after the termination or withdrawal of the Offer).
Any such extension, delay, termination, waiver or amendment will be followed
as promptly as practicable by public announcement thereof, such announcement in
the case of an extension to be made no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date. Subject
to applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-1
10
under the Exchange Act, which require that material changes be promptly
disseminated to stockholders in a manner reasonably designed to inform them of
such changes) and without limiting the manner in which Purchaser may choose to
make any public announcement, Purchaser will have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a press release to the Dow ▇▇▇▇▇ News Service.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, Purchaser will extend the Offer to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. Subject to the terms
of the Merger Agreement, if, prior to the Expiration Date, Purchaser should
decide to increase the consideration being offered in the Offer, such increase
in the consideration being offered will be applicable to all stockholders whose
Shares are accepted for payment pursuant to the Offer and, if at the time that
notice of any such increase in the consideration being offered is first
published, sent or given to holders of such Shares, the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day from
and including the date that such notice is first so published, sent or given,
the Offer will be extended at least until the expiration of such ten business
day period.
There will be no subsequent offering period after the expiration of the
Offer.
For purposes of the Offer, a "business day" means any day on which the
principal offices of the Commission in Washington, D.C. are open to accept
filings, or, in the case of determining a date when any payment is due, any day
on which banks are not required or authorized to close in New York City, and
consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.
The Company has provided Purchaser with the Company's stockholder list and
security position listings, including the most recent list of names, addresses
and security positions of non-objecting beneficial owners in the possession of
the Company, for the purpose of disseminating the Offer to holders of Shares.
This Offer to Purchase and the related Letter of Transmittal will be mailed by
Purchaser to record holders of Shares whose names appear on the Company's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.
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 Section 4) 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. Notwithstanding the
immediately preceding sentence and subject to applicable rules and regulations
of the Commission and the terms of the Merger Agreement, Purchaser expressly
reserves the right to delay payment for Shares in order to comply in whole or in
part with applicable laws. See Sections 1 and 15.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
(i) the certificates evidencing such Shares (the "Share Certificates") or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or an Agent's Message (as defined below), in connection with the
book-entry transfer and (iii) any other documents required under the Letter of
Transmittal. The term "Agent's Message" means a
11
message, transmitted by the Book-Entry Transfer Facility to, and received by,
the Depositary and forming a part of the Book-Entry Confirmation which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from the participant in the Book-Entry Transfer Facility tendering the Shares
that are the subject of such Book-Entry Confirmation, that such participant has
received and agrees to be bound by the Letter of Transmittal and that Purchaser
may enforce such agreement against such participant.
On September 8, 2000, CSG expects to file with the Federal Trade Commission
(the "FTC") and the Antitrust Division of the Department of Justice (the
"Antitrust Division") a Premerger Notification and Report Form under the HSR Act
with respect to the Offer. On September 7, 2000, AXA, the ultimate parent of the
Company, filed a Premerger Notification and Report Form in connection with the
purchase of Shares pursuant to the Offer and the Stock Purchase Agreement with
the Antitrust Division and the FTC. The statutory waiting period under the HSR
Act applicable to the Offer will expire at 11:59 p.m., New York City time, on
October 8, 2000, if CSG's filing is made on September 8, 2000 and unless
extended by the FTC and the Antitrust Division. The FTC or the Antitrust
Division may extend such waiting period by requesting additional information
from CSG or AXA with respect to the Offer. If such a request is made, the
waiting period will expire at 11:59 p.m., New York City time, on the twentieth
calendar day after substantial compliance with such a request. Thereafter, the
waiting period may only be extended by court order. The waiting period under the
HSR Act may be terminated prior to expiration by the FTC and the Antitrust
Division. CSG will request early termination of the waiting period, although
there can be no assurance that this request will be granted.
CSG expects to notify the Commission of the European Union of the Offer on
September 11, 2000 pursuant to the EC Merger Regulation, Council Regulation
(EEC) No. 4064/89 (the "EC Merger Regulation"). Purchaser will be barred from
consummating the Offer until the Transactions have been declared compatible with
the European Union common market by the Commission of the European Union or the
Commission of the European Union has failed to make a decision within one month
of the notification. Consequently, the Offer may be consummated after the one
month period, unless the Commission of the European Union determines the
Transactions may not be compatible with the European Union common market, in
which case an in-depth investigation would commence. From the date the
Commission of the European Union determines to commence an in-depth
investigation, it has four months to render a decision on the merits of a
transaction.
CSG, its subsidiaries and the Company conduct operations in a number of
jurisdictions where other regulatory filings or approvals may be required or
advisable in connection with the completion of the Merger. CSG, its subsidiaries
and the Company are currently in the process of reviewing whether any such
filings or approvals are in fact required. None of these other filings or
approvals are conditions to Purchaser's obligation to accept for purchase Shares
tendered in the Offer. It is possible that one or more of these filings may not
be made, or one or more of the approvals that are not required to be obtained
prior to the Effective Time, may not be obtained prior to the merger.
See Section 15 for additional information regarding the HSR Act and the EC
Merger Regulation.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby have purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payments from Purchaser and
transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE
FOR SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
12
If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are submitted
evidencing more Shares than are tendered, Share Certificates evidencing
unpurchased Shares will be returned, without expense to the tendering
stockholder (or, in the case of Shares tendered by book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility, pursuant to the
procedure set forth in Section 3, such Shares will be credited to an account
maintained at such Book-Entry Transfer Facility), as promptly as practicable
following the expiration or termination of the Offer.
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for Shares validly tendered and accepted for payment pursuant to the Offer.
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
In order for a holder of Shares to tender Shares validly pursuant to the
Offer, the Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message, and any
other documents required by the Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase and either (i) the Share Certificates evidencing tendered Shares must
be received by the Depositary at such address or such Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation must be received by the Depositary (including an Agent's
Message if the tendering stockholder has not delivered a Letter of Transmittal),
in each case prior to the Expiration Date or (ii) the tendering stockholder must
comply with the guaranteed delivery procedures described below.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
BOOK-ENTRY TRANSFER. The Depositary will establish accounts with respect to
the Shares at the Book-Entry Transfer Facility for purposes of the Offer within
two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of the Book-Entry Transfer
Facility may make a book-entry delivery of Shares by causing the Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer at the Book-Entry Transfer Facility,
the Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, together with any required signature guarantees, or
an Agent's Message, and any other required documents, must, in any case, be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date, or the tendering
stockholder must comply with the guaranteed delivery procedure described below.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a member of the Security Transfer Agent Medallion
Signature Program, or by any other "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Exchange Act (each of the
13
foregoing being referred to as an "Eligible Institution"), except in cases where
Shares are tendered (i) by a registered holder of Shares who has not completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. If a Share Certificate is registered in the
name of a person other than the signer of the Letter of Transmittal, or if
payment is to be made, or a Share Certificate not accepted for payment or not
tendered is to be returned, to a person other than the registered holder(s),
then the Share Certificate must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear on the Share Certificate, with the signature(s) on such Share Certificate
or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5
of the Letter of Transmittal.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share Certificates evidencing such Shares are
not immediately available or such stockholder cannot deliver the Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such stockholder cannot complete the procedure for delivery
by book-entry transfer on a timely basis, such Shares may nevertheless be
tendered, provided that all the following conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Purchaser, is received
prior to the Expiration Date by the Depositary as provided below; and
(iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all
tendered Shares, in proper form for transfer, in each case together
with the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer, an
Agent's Message, and any other documents required by the Letter of
Transmittal are received by the Depositary within three trading days
after the date of execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or mail or by
facsimile transmission to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in the form of Notice of Guaranteed
Delivery made available by Purchaser.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of the
Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, and the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message, and any other documents required by the Letter of Transmittal.
DETERMINATION OF VALIDITY. ALL QUESTIONS AS TO THE FORM OF DOCUMENTS AND
THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR
PAYMENT OF ANY TENDER OF SHARES WILL BE DETERMINED BY PURCHASER, IN ITS SOLE
DISCRETION, WHICH DETERMINATION WILL BE FINAL AND BINDING ON ALL PARTIES.
Purchaser reserves the absolute right to reject any and all tenders determined
by it not to be in proper form or the acceptance for payment of which may, in
the opinion of its counsel, be unlawful. Purchaser also reserves the absolute
right to waive any condition of the Offer to the extent permitted by applicable
law and the Merger Agreement or any defect or irregularity in the tender of any
Shares of any particular stockholder, whether or not similar defects or
irregularities are waived in the case of other stockholders. NO TENDER OF SHARES
WILL BE DEEMED TO HAVE BEEN VALIDLY MADE UNTIL ALL DEFECTS AND IRREGULARITIES
HAVE BEEN CURED OR WAIVED. NONE OF PURCHASER, CSG OR ANY OF THEIR RESPECTIVE
AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE INFORMATION AGENT, THE DEALER MANAGER
OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS
OR IRREGULARITIES IN TENDERS OR INCUR ANY LIABILITY FOR
14
FAILURE TO GIVE ANY SUCH NOTIFICATION. Purchaser's interpretation of the terms
and conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
A tender of Shares pursuant to any of the procedures described above will
constitute the tendering stockholder's acceptance of the terms and conditions of
the Offer, as well as the tendering stockholder's representation and warranty to
Purchaser that (i) such stockholder has the full power and authority to tender,
sell, assign and transfer the tendered Shares (and any and all other Shares or
other securities issued or issuable in respect of such Shares), and (ii) when
the same are accepted for payment by Purchaser, Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims.
The acceptance for payment by Purchaser of Shares pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering stockholder and Purchaser upon the terms and subject to the conditions
of the Offer.
APPOINTMENT AS PROXY. By executing the Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of Purchaser as
such stockholder's agents, attorneys-in-fact and proxies, each with full power
of substitution, in the manner set forth in the Letter of Transmittal, to the
full extent of such stockholder's rights with respect to the Shares tendered by
such stockholder and accepted for payment by Purchaser (and with respect to any
and all other Shares or other securities issued or issuable in respect of such
Shares on or after September 7, 2000). All such powers of attorney and proxies
will be considered irrevocable and coupled with an interest in the tendered
Shares. Such appointment will be effective when, and only to the extent that,
Purchaser accepts such Shares for payment. Upon such acceptance for payment, all
prior powers of attorney and proxies given by such stockholder with respect to
such Shares (and such other Shares and securities) will be revoked, without
further action, and no subsequent powers of attorney or proxies may be given nor
any subsequent written consent executed by such stockholder (and, if given or
executed, will not be deemed to be effective) with respect thereto. The
designees of Purchaser will, with respect to the Shares for which the
appointment is effective, be empowered to exercise all voting and other rights
of such stockholder as they in their sole discretion may deem proper at any
annual or special meeting of the Company's stockholders or any adjournment or
postponement thereof, by written consent in lieu of any such meeting or
otherwise. Purchaser reserves the right to require that, in order for Shares to
be deemed validly tendered, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares.
UNDER THE "BACKUP WITHHOLDING" PROVISIONS OF U.S. FEDERAL INCOME TAX LAW,
THE DEPOSITARY MAY BE REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS OF CASH PURSUANT
TO THE OFFER. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO
PAYMENT TO CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED
PURSUANT TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH
SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH
STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. SEE INSTRUCTION
9 OF THE LETTER OF TRANSMITTAL.
4. WITHDRAWAL RIGHTS.
Tender of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to the Expiration Date and, unless
theretofore accepted for payment by Purchaser pursuant to the Offer, may also be
withdrawn at any time after November 6, 2000. If Purchaser extends the Offer, is
delayed in its acceptance for payment of Shares or is unable to accept Shares
for payment pursuant to the Offer for any reason, then, without prejudice to
Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf
of Purchaser, retain tendered Shares, and such Shares may not be withdrawn
except to the extent that tendering stockholders are entitled to
15
withdrawal rights as described in this Section 4, subject to Rule 14e-1(c) under
the Exchange Act. Any such delay will be by an extension of the Offer to the
extent required by law.
For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover page of this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of such Shares, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such Share Certificates, the serial numbers shown on such Share
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3, any notice of withdrawal must specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares.
ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY
NOTICE OF WITHDRAWAL WILL BE DETERMINED BY PURCHASER, IN ITS SOLE DISCRETION,
WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF PURCHASER, CSG OR ANY OF
THEIR RESPECTIVE AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE INFORMATION AGENT,
THE DEALER MANAGER OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY
NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR
INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn
will thereafter be deemed not to have been validly tendered for purposes of the
Offer. Notwithstanding the foregoing, withdrawn Shares may be re-tendered at any
time prior to the Expiration Date by following one of the procedures described
in Section 3.
5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following is a summary of the principal federal income tax consequences
of the Offer and the Merger to holders whose Shares are purchased pursuant to
the Offer or whose Shares are converted into the right to receive cash in the
Merger (whether upon receipt of the Merger Consideration or pursuant to the
proper exercise of dissenter's rights). The discussion applies only to holders
of Shares in whose hands Shares are capital assets, and may not apply to Shares
received pursuant to the exercise of employee stock options or otherwise as
compensation, or to holders of Shares who are not citizens or residents of the
United States of America.
THE TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION
PURPOSES ONLY AND IS BASED UPON PRESENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES
MAY DIFFER, EACH HOLDER OF SHARES SHOULD CONSULT SUCH HOLDER'S OWN TAX ADVISOR
TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED TO SUCH STOCKHOLDER AND
THE PARTICULAR TAX EFFECTS OF THE OFFER AND THE MERGER, INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS.
The receipt of the offer price and the receipt of cash pursuant to the
Merger (whether as Merger Consideration or pursuant to the proper exercise of
dissenter's rights) will be a taxable transaction for federal income tax
purposes (and also may be a taxable transaction under applicable state, local
and other income tax laws). In general, for federal income tax purposes, a
holder of Shares will recognize gain or loss equal to the difference between
such holder's adjusted tax basis in the Shares sold pursuant to the Offer or
converted to cash in the Merger and the amount of cash received therefor. Gain
or loss must be determined separately for each block of Shares (i.e., Shares
acquired at the same cost in a single transaction) sold pursuant to the Offer or
converted to cash in the Merger. Such gain or loss will be capital gain or loss.
Individual holders will be subject to tax on the net amount of such gain at a
maximum rate of 20% provided that the Shares were held for more than 12 months.
Special rules (and
16
generally lower maximum rates) apply to individuals in lower tax brackets. The
deduction of capital losses is subject to certain limitations. Stockholders
should consult their own tax advisors in this regard.
Payments in connection with the Offer or the Merger may be subject to backup
withholding at a 31% rate. Backup withholding generally applies if a stockholder
(i) fails to furnish such stockholder's social security number or taxpayer
identification number ("TIN"), (ii) furnishes an incorrect TIN, (iii) fails
properly to report interest or dividends or (iv) under certain circumstances,
fails to provide a certified statement, signed under penalties of perjury, that
the TIN provided is such stockholder's correct number and that such stockholder
is not subject to backup withholding. Backup withholding is not an additional
tax but merely an advance payment, which may be refunded to the extent it
results in an overpayment of tax. Certain persons, including corporations and
financial institutions generally, are exempt from backup withholding. Certain
penalties apply for failure to furnish correct information and for failure to
include the reportable payments in income. Each stockholder should consult with
such stockholder's own tax advisor as to such stockholder's qualifications for
exemption from withholding and the procedure for obtaining such exemption.
6. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and principally traded on the New York Stock Exchange
("NYSE") under the symbol "DLJ". The following table sets forth, for the
quarters indicated, the high and low sales prices per Share on the New York
Stock Exchange Composite Tape as reported by the Dow ▇▇▇▇▇ News Service and the
amount of cash dividends paid per Share according to published financial
sources.
SHARE MARKET DATA
HIGH LOW DIVIDENDS
--------- -------- ------------------------------
1998:
First Quarter........................... $ 44.75 31.375 .0625
Second Quarter.......................... 52 41.50 .0625 and 100% stock dividend
Third Quarter........................... 63.75 24.125 .0625
Fourth Quarter.......................... 44.0625 20.375 .0625
1999:
First Quarter........................... $ 70.4375 40.125 .0625
Second Quarter.......................... 100.75 47.5625 .0625
Third Quarter........................... 61.875 37.9375 .0625
Fourth Quarter.......................... 57.375 36.50 .0625
2000:
First Quarter........................... $ 68.875 39.5625 .0625
Second Quarter.......................... 54.50 36.6875 .0625
Third Quarter (through September 7)..... 86.6875 41.375 .0625
On Friday, August 25, 2000, the closing price per Share, as reported on the
New York Stock Exchange Composite Tape, was $61.125. On August 29, 2000, the
last full trading day prior to the announcement of the execution of the Merger
Agreement and of Purchaser's intention to commence the Offer, the closing price
per Share, as reported on the New York Stock Exchange Composite Tape, was
$84.00. On September 7, 2000, the last full trading day prior to the
commencement of the Offer, the closing price per Share, as reported on the the
New York Stock Exchange Composite Tape, was $88.5625. As of September 6, 2000,
the approximate number of holders of record of the Shares was 233.
17
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
7. CERTAIN INFORMATION CONCERNING THE COMPANY.
Except as otherwise set forth in this Offer to Purchase, all of the
information concerning the Company contained in this Offer to Purchase,
including financial information, has been furnished by the Company or has been
taken from or based upon publicly available documents and records on file with
the Commission and other public sources. Neither Purchaser nor CSG assumes any
responsibility for the accuracy or completeness of the information concerning
the Company furnished by the Company or contained in such documents and records
or for any failure by the Company to disclose events which may have occurred or
may affect the significance or accuracy of any such information but which are
unknown to Purchaser or CSG.
GENERAL. The Company is a Delaware corporation with its principal executive
offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and its telephone
number is (▇▇▇) ▇▇▇-▇▇▇▇. The Company was incorporated in Delaware in 1959 and
made its initial public offering in 1995. In 1985, the Company was bought by The
Equitable Life Assurance Society of the United States (one of the AXA Entities).
In 1995, the Company made a public offering of its common stock, which trades
primarily on the NYSE under the symbol "DLJ." The Company is a leading
integrated investment and merchant bank servicing institutional, corporate,
governmental and individual clients, both domestically and internationally. The
Company's business principally consists of the operations of ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, its principal domestic broker-dealer,
and DLJ International, its principal international broker-dealer. The business
of the Company includes securities underwriting, sales and trading, merchant
banking, financial advisory services, investment research, venture capital,
correspondent brokerage services, securities lending, online interactive
brokerage services through DLJDIRECT, asset management and other advisory
services.
AVAILABLE INFORMATION. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is required to
file periodic reports, proxy statements and other information with the
Commission relating to its business, financial condition and other matters.
Information as of particular dates concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the Commission. Such
reports, proxy statements and other information should be available for
inspection at the public reference facilities maintained by the Commission at
Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and also should
be available for inspection at the Commission's regional offices located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and the
Northwestern Atrium Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Copies of such materials may also be obtained by mail, upon
payment of the Commission's customary fees, by writing to its principal office
at Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The
Commission also maintains a World Wide Website on the Internet at
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports and other information regarding issuers
that file electronically with the Commission.
8. CERTAIN INFORMATION CONCERNING PURCHASER AND CSG.
GENERAL. Purchaser is a newly incorporated Delaware corporation organized
in connection with the Offer and the Merger and has not carried on any
activities other than in connection with the Offer and the Merger. The principal
offices of Purchaser are located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Purchaser is an indirect wholly
owned subsidiary of CSG.
18
Until immediately prior to the time that Purchaser will purchase Shares
pursuant to the Offer, it is not anticipated that Purchaser will have any
significant assets or liabilities or engage in activities other than those
incident to its formation and capitalization and the transactions contemplated
by the Offer and the Merger. Because Purchaser is newly formed and has minimal
assets and capitalization, no meaningful financial information regarding
Purchaser is available.
CSG is a corporation organized under the laws of Switzerland. Its principal
offices are located at ▇▇▇▇▇▇▇▇▇▇▇ ▇, P.O. Box 1, CH-8070 Zurich, Switzerland
and its telephone number is ▇▇-▇-▇▇▇-▇▇▇▇. Through its subsidiaries, CSG is
active in investment banking, private banking, asset management, general
insurance, life and pension insurance, as well as domestic banking for corporate
and individual clients within Switzerland, e-business and financial services for
affluent investors in Europe.
The common stock of CSG is listed for trading on the Swiss, Frankfurt and
Tokyo stock exchanges and is also traded in New York (in the form of American
Depositary Receipts), London (on SEAQ) and Paris (over-the-counter market).
The name, citizenship, business address, business telephone number,
principal occupation or employment, and five-year employment history for each of
the directors and executive officers of Purchaser and CSG and certain other
information are set forth in Schedule I hereto. Except as described in this
Offer to Purchase and in Schedule I hereto, none of CSG, Purchaser or, to the
best knowledge of such corporations, any of the persons listed on Schedule I to
the Offer of Purchase has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
Except as described in this Offer to Purchase, (i) none of Purchaser, CSG
or, to the best knowledge of Purchaser and CSG, any of the persons listed in
Schedule I to this Offer to Purchase or any associate or majority owned
subsidiary of Purchaser, CSG or any of the persons so listed, beneficially owns
or has any right to acquire any Shares and (ii) none of Purchaser, CSG or, to
the best knowledge of Purchaser and CSG, any of the persons or entities referred
to above nor any director, executive officer or subsidiary of any of the
foregoing has effected any transaction in the Shares during the past 60 days.
Except as provided in the Merger Agreement, the Stock Purchase Agreement and
as otherwise described in this Offer to Purchase, none of Purchaser, CSG or, to
the best knowledge of Purchaser and CSG, any of the persons listed in
Schedule I to this Offer to Purchase, has any agreement, arrangement,
understanding, whether or not legally enforceable, with any other person with
respect to any securities of the Company, including, but not limited to, the
transfer or voting of such securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or the
giving or withholding of proxies, consents or authorizations. Except as set
forth in this Offer to Purchase, since January 1, 1998, none of Purchaser, CSG
or, to the best knowledge of Purchaser and CSG, any of the persons listed on
Schedule I hereto, has had any transaction with the Company or any of its
executive officers, directors or affiliates that is required to be reported
under the rules and regulations of the Commission applicable to the Offer.
Except as set forth in this Offer to Purchase, since January 1, 1998, there have
been no negotiations, transactions or material contacts between any of
Purchaser, CSG, or any of their respective subsidiaries or, to the best
knowledge of Purchaser and CSG, any of the persons listed in Schedule I to this
Offer to Purchase, on the one hand, and the Company or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer for
or other acquisition of any class of the Company's securities, an election of
the Company's directors or a sale or other transfer of a material amount of
assets of the Company.
19
9. FINANCING OF THE OFFER AND THE MERGER.
The Offer is not conditioned upon CSG or Purchaser obtaining financing. The
total amount of funds required by Purchaser to consummate the Offer and the
Merger (excluding the purchase of Shares from the AXA Entities pursuant to the
Stock Purchase Agreement and excluding the purchase of additional Shares which
may become subject to the Offer as a result of the exercise of options with
respect to such Shares prior to the Expiration Date) and to pay related fees and
expenses is estimated to be approximately $3.4 billion plus legal and printing
expenses and expenses of the Information Agent, Depositary and certain other
expenses. Purchaser will obtain all necessary funds from CSG or certain of CSG's
subsidiaries. Such funds will be provided from a combination of existing
resources and from new borrowing arrangements. The new borrowing arrangements
are expected to include one or more offerings of debt securities to investors in
the capital markets or other borrowing arrangements. Such securities will be
offered with terms and conditions customary for such offerings. In the event
such financing is unavailable, CSG or one of its subsidiaries will arrange for
alternative financing.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY; THE MERGER
AGREEMENT; THE STOCK PURCHASE AGREEMENT; AND THE EMPLOYMENT AGREEMENTS.
As an ongoing part of their growth strategies, CSG and Credit Suisse First
Boston Corporation ("CSFBC" or "Credit Suisse First Boston") from time to time
consider acquisition opportunities with respect to companies or assets that
would complement or expand their existing lines of business. In that regard,
during the winter of 1998, representatives of CSG informally contacted
representatives of AXA regarding AXA's possible interest in selling the Shares
of the Company owned by it as part of a transaction in which CSG would acquire
all of the outstanding Shares of the Company, but no substantive discussions
regarding such a transaction ensued. Subsequently, the Chief Executive Officers
of CSFBC and the Company met several times on an informal basis. In addition,
from time to time, the management of the Company, as part of its ongoing
consideration of the Company's various strategic alternatives, held exploratory
discussions with other financial institutions about possible strategic
alliances, including business combinations. In early August 2000,
representatives of CSFBC, acting on behalf of CSG, again informally contacted
representatives of the Company to suggest that they explore the possibility of a
business combination between CSG and the Company.
On August 14, 2000, CSG and the Company entered into a confidentiality
agreement pursuant to which each of CSG and the Company agreed, among other
things, to maintain the confidentiality of certain nonpublic information
regarding the other provided to it in connection with their evaluation of a
possible business combination between CSG and the Company. On the same day
representatives of CSFBC, acting on behalf of CSG, met with senior officers and
representatives of the Company in New York City and discussed, among other
things, certain potential advantages of a possible business combination
involving CSG and the Company. At such meetings, representatives of CSFBC and
the Company also discussed whether the AXA Entities and the Company would be
receptive to an acquisition proposal pursuant to which CSG would acquire all of
the outstanding Shares in exchange for consideration consisting of cash and
shares of CSG, it being understood that because shares of CSG had not previously
been registered under the US federal securities laws, CSG shares would only be
issued to the AXA Entities as part of the consideration for the Shares owned by
the AXA Entities pursuant to an available exemption from the registration
requirements of the US federal securities laws and that all other stockholders
of the Company would be entitled to receive cash consideration for their Shares.
Over the next two weeks, senior officers and representatives of CSFBC met
with senior officers and representatives of the Company to continue the due
diligence investigation of the Company, and attended presentations made by
various officers of the Company regarding the Company and its various
businesses. During this period, additional meetings and conversations were held
between representatives of CSG and representatives of the Company to discuss
various aspects of their constituent businesses and certain implications of a
possible business combination between CSG and
20
the Company. Toward the end of this period, representatives of CSG and its legal
counsel met with representatives of the Company and the AXA Entities and their
respective legal counsel and financial advisors to conduct further due diligence
and to discuss the specific legal and financial terms of a possible business
combination involving CSG and the Company and the direct sale by the AXA
Entities to CSG of their Shares. Such discussions and negotiations continued
through August 29, 2000. The AXA Entities ultimately agreed to receive a portion
of the consideration for their Shares in CSG Shares, despite their initial
position that they would prefer the same all cash consideration being paid to
other holders of Shares.
The Board of CSG met on August 28, 2000 and the Company Board met on
August 29, 2000. Each Board authorized representatives of its respective company
to enter into the Merger Agreement and, in the case of CSG, the Stock Purchase
Agreement, subject to the satisfactory negotiation of definitive forms of
agreements. At the meeting of the Company Board held on August 29, 2000,
▇▇. ▇▇▇ ▇▇▇▇, the President and Chief Executive Officer of the Company, and the
Company's financial and legal advisors presented to the Company Board the terms
of the proposed Merger Agreement and described the terms of the proposed Stock
Purchase Agreement and the employment arrangements that CSG would require as a
condition to agreeing to the transaction and discussed with the Company Board
the various business, financial and legal issues relating to the transactions
contemplated by these arrangements. ▇▇. ▇▇▇▇ described the background of the
discussion concerning the proposed transaction. The Company's financial advisor,
DLJSC, presented a detailed financial analysis of the proposed transaction and
rendered its opinion that, as of August 29, 2000, the $90.00 per Share cash
consideration to be received in the Offer and the Merger by holders of Shares
other than the AXA Entities was fair to such holders from a financial point of
view. The Company Board was also advised that, following negotiations with CSG
and considering the terms of the Stock Purchase Agreement that had been
negotiated, the AXA Entities had agreed to receive CSG Shares as a portion of
the consideration for their Shares, despite an initial preference for receiving
the same cash consideration proposed to be paid to the other holders of Shares.
The Company's legal advisors discussed with the Company Board the applicable
legal standards and reviewed the terms of the transaction documents. After
discussion among the members of the Company Board regarding the proposed
transaction and questions and answers by the directors and the Company's
management and advisors, the Company Board unanimously approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, resolved to recommend that holders of Shares tender their Shares in the
Offer and vote in favor of the Merger, and authorized ▇▇. ▇▇▇▇ and Mr. ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Chairman of the Banking Group of the Company, to enter into employment
arrangements, as requested by CSFBC, to become effective upon completion of the
Merger. Following the meeting, ▇▇. ▇▇▇▇▇▇▇▇▇ of CSG and ▇▇. ▇▇▇▇▇ of CSFBC met
informally with members of the Company Board to discuss the proposed
transaction. On August 29, 2000, representatives of CSG and its counsel met with
representatives of the AXA Entities and the Company and their respective counsel
to finalize the terms and conditions of the Merger Agreement and the Stock
Purchase Agreement.
On August 29, 2000 and August 30, 2000, Boards of the AXA Entities approved
and, to the extent required by applicable law, authorized their respective
representatives to execute the Stock Purchase Agreement. The transaction was
publicly announced on August 30, 2000. Contemporaneously with the negotiation of
the Merger Agreement and the Stock Purchase Agreement, at the request of CSFBC,
Messrs. ▇▇▇▇ and ▇▇▇▇▇ agreed to enter into employment agreements with CSFBC to
become effective upon the completion of the Merger and such agreements were
executed at the same time as the Merger Agreement and the Stock Purchase
Agreement.
THE MERGER AGREEMENT
THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT.
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT,
WHICH IS INCORPORATED HEREIN BY REFERENCE, AND HAS BEEN FILED AS AN EXHIBIT TO
THE TENDER OFFER STATEMENT ON SCHEDULE TO (THE
21
"SCHEDULE TO") FILED WITH THE COMMISSION BY PURCHASER AND CSG IN CONNECTION WITH
THE OFFER. THE MERGER AGREEMENT MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT
THE PLACES SET FORTH IN SECTION 7 OR DOWNLOADED FOR FREE AT ▇▇▇.▇▇▇.▇▇▇.
CAPITALIZED TERMS USED IN THIS SUMMARY AND NOT OTHERWISE DEFINED HAVE THE
MEANINGS ASSIGNED TO THOSE TERMS IN THE MERGER AGREEMENT.
THE OFFER. The Merger Agreement provides for the commencement of the Offer
as promptly as reasonably practicable and, in any event within seven business
days after the initial public announcement of the Purchaser's intention to
commence the Offer, which was August 30, 2000. The obligation of Purchaser to
accept for payment Shares tendered pursuant to the Offer is subject to the
satisfaction of the conditions that are described in Section 14 hereof.
Purchaser and CSG have agreed that no change in the Offer may be made which
decreases the price per Share payable in the Offer, reduces the maximum number
of Shares to be purchased in the Offer or which imposes conditions to the Offer
in addition to those set forth in Section 14.
THE MERGER. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, and in accordance with Delaware Law, Purchaser will
be merged with and into the Company. As a result of the Merger, the separate
corporate existence of Purchaser will cease and the Company will continue as the
Surviving Corporation and will become a wholly owned subsidiary of CSG. Upon
consummation of the Merger, each issued and then outstanding Share (other than
any Shares held in the treasury of the Company, or owned by Purchaser, CSG or
any direct or indirect wholly owned subsidiary of CSG or of the Company and any
Shares that are held by stockholders who have not voted in favor of the Merger
or consented thereto in writing and who will have demanded properly in writing
appraisal for such Shares in accordance with Delaware Law) will be cancelled and
converted automatically into the right to receive the Merger Consideration.
Pursuant to the Merger Agreement, each share of common stock of Purchaser
issued and outstanding immediately prior to the Effective Time will be converted
into and exchanged for one validly issued, fully paid and nonassessable share of
common stock, par value $.01 per share, of the Surviving Corporation.
The Merger Agreement provides that, at the Effective Time, the Certificate
of Incorporation of the Company, as in effect immediately prior to the Effective
Time, will be the Certificate of Incorporation of the Surviving Corporation and,
unless otherwise determined by CSG prior to the Effective Time, the By-laws of
the Company, as in effect immediately prior to the Effective Time, will be the
By-laws of the Surviving Corporation.
The Merger Agreement provides that the directors of Purchaser immediately
prior to the Effective Time will be the initial directors of the Surviving
Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation; PROVIDED that a
sufficient number of the directors of the Surviving Corporation will be
independent as required by the relevant rules of the New York Stock Exchange,
Inc. The officers of the Company immediately prior to the Effective Time will be
the initial officers of the Surviving Corporation.
STOCKHOLDERS' MEETING. The Merger Agreement provides that the Company will,
if required by applicable law in order to consummate the Merger, duly call, give
notice of, convene and hold a special meeting of its stockholders as promptly as
practicable following consummation of the Offer and the transactions
contemplated by the Stock Purchase Agreement for the purpose of considering and
taking action on the Merger Agreement (the "Stockholders' Meeting"). If
Purchaser acquires the Shares of the AXA Entities pursuant to the Stock Purchase
Agreement, regardless of whether any Shares are tendered in the Offer, Purchaser
will have sufficient voting power to approve the Merger, even if no other
stockholder votes in favor of the Merger at the Stockholders' Meeting.
PROXY STATEMENT. The Merger Agreement provides that the Company will, if
approval of the Company's stockholders is required by applicable law to
consummate the Merger, promptly following consummation of the Offer and the
transactions contemplated by the Stock Purchase Agreement, will
22
file a proxy statement and related proxy materials (the "Proxy Statement") with
the Commission under the Exchange Act, and will use its reasonable best efforts
to have the Proxy Statement cleared by the Commission promptly. The Company has
agreed to include in the Proxy Statement, and not subsequently withdraw or
modify in any manner adverse to Purchaser or CSG, the recommendation of the
Company Board that the stockholders of the Company adopt the Merger Agreement.
CSG and Purchaser have agreed to cause all Shares owned by them and their
subsidiaries to be voted in favor of the adoption of the Merger Agreement. The
Merger Agreement provides that, in the event that Purchaser acquires at least
90% of the then outstanding shares of Common Stock pursuant to the Offer and
Stock Purchase Agreement, the Purchaser, CSG and the Company will take all
necessary and appropriate action to cause the Merger to become effective, in
accordance with Delaware Law, as promptly as reasonably practicable after such
acquisition, without a meeting of the stockholders of the Company.
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER. Pursuant to the
Merger Agreement, the Company has agreed that, between the date of the Merger
Agreement and the Effective Time, unless CSG will otherwise agree in writing,
the businesses of the Company and its subsidiaries (the "Subsidiaries" and,
individually, a "Subsidiary") will be conducted only in, and the Company and the
Subsidiaries will not take any action except in, the ordinary course of business
and in a manner consistent with past practice; and the Company will use its
reasonable best efforts to preserve substantially intact the business
organization of the Company and the Subsidiaries, to keep available the services
of the current officers, employees and consultants of the Company and the
Subsidiaries consistent with the plans and objectives previously discussed
between CSG and the Company, and to preserve the current relationships of the
Company and the Subsidiaries with customers, suppliers and other persons with
which the Company or any Subsidiary has significant business relations. The
Merger Agreement provides that, except as expressly contemplated therein,
neither the Company nor any Subsidiary will, between the date of the Merger
Agreement and the Effective Time, directly or indirectly, do, or propose to do,
any of the following without the prior written consent of CSG: (a) amend or
otherwise change its Certificate of Incorporation or By-laws or equivalent
organizational documents; (b) issue, sell, pledge, dispose of, grant, encumber,
or authorize the issuance, sale, pledge, disposition, grant or encumbrance of,
(i) any shares of any class of capital stock of the Company or any Subsidiary,
or any options, warrants, convertible securities or other rights of any kind to
acquire any shares of such capital stock, or any other ownership interest
(including, without limitation, any phantom interest), of the Company or any
Subsidiary (except for the issuance of Shares issuable pursuant to employee
stock options outstanding on the date of the Merger Agreement) or (ii) any
assets of the Company or any Subsidiary, except, in the case of this
clause (ii) in the ordinary course of business and in a manner consistent with
past practice or pursuant to agreements in force as of the date of the Merger
Agreement that have been disclosed to CSG; (c) declare, set aside, make or pay
any dividend or other distribution, payable in cash, stock, property or
otherwise, with respect to any of its capital stock, except for dividends by any
direct or indirect wholly owned Subsidiary to the Company or any other
Subsidiary, dividends payable in respect of the Series A Company Preferred Stock
and the Series B Company Preferred Stock in accordance with their respective
Certificates of Designation, and regular quarterly dividends on Shares declared
and paid in cash at times consistent with past practice in an aggregate amount
not in excess of $.0625 per share; (d) reclassify, combine, split, subdivide or
redeem, or purchase or otherwise acquire, directly or indirectly, any of its
capital stock; (e) (i) except in connection with merchant banking activities
conducted in the ordinary course of business consistent with past practice (with
respect to which the Company will keep CSG informed), acquire (including,
without limitation, by merger, consolidation, or acquisition of stock or assets
or any other business combination) any corporation, partnership, other business
organization or any division thereof or any material amount of assets;
(ii) incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse, or otherwise become responsible for, the
obligations of any person, or make any loans or advances, or grant any security
interest in any of its assets except in each case in
23
the ordinary course of business and consistent with past practice; (iii) enter
into any contract or agreement that would be a material contract other than in
the ordinary course of business and consistent with past practice;
(iv) authorize, or make any commitment with respect to, any single capital
expenditure which is in excess of $25,000,000 or capital expenditures which are,
in the aggregate, in excess of $50,000,000 for the Company and the Subsidiaries
taken as a whole; or (v) enter into or amend any contract, agreement, commitment
or arrangement with respect to any matter set forth in section (e); (f) except
for increases contemplated by the retention arrangements entered into
concurrently with the Merger Agreement, in the ordinary course of business
subject to prior consultation with CSG, or as required by applicable law or
pre-existing contractual arrangement, increase compensation payable or to become
payable or the benefits provided to directors, officers or employees, or grant
any severance or termination pay to, or enter into any employment or severance
agreement with, any director, officer or other employee of the Company or of any
Subsidiary, or establish, adopt, enter into or amend any collective bargaining,
bonus, profit-sharing, thrift, compensation, stock option, restricted stock,
pension, retirement, deferred compensation, employment, termination, severance
or other plan, agreement, trust, fund, policy or arrangement for the benefit of
any director, officer or employee; (g) take any action, other than reasonable
and usual actions in the ordinary course of business and consistent with past
practice, with respect to accounting policies or procedures; (h) (i) make any
tax election (other than immaterial tax elections in the ordinary course of
business and consistent with past practice) or (ii) settle or compromise any
material United States federal, state, local or non-United States income tax
liability; (i) pay, discharge or satisfy any claim, liability or obligation
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
in the ordinary course of business and consistent with past practice;
(j) amend, modify or consent to the termination of any material contract, or
amend, waive, modify or consent to the termination of the Company's or any
Subsidiary's rights thereunder, other than in the ordinary course of business
and consistent with past practice; (k) other than in prior consultation with
CSG, materially restructure or materially change its investment securities
portfolio or its gap position, through purchases, sales or otherwise, or the
manner in which the portfolio is classified or reported or materially alter the
credit or risk concentrations associated with its underwriting and other
investment banking businesses; (l) knowingly engage in any new line of business
or knowingly make any acquisition of assets of a type not currently held by the
Company or any of its Subsidiaries that would not be permissible for a United
States financial holding company (as defined in 12 U.S.C. Section 1841(p)) or
would subject CSG, the Company or any Subsidiary to regulation by a governmental
authority that does not currently regulate such company or to material
regulation by a governmental authority that is materially different from current
regulation; (m) commence or settle any material litigation, suit, claim, action,
proceeding or investigation other than solely for money damages in an amount
that would not be material to the Company and its Subsidiaries, taken as a
whole; or (n) announce an intention, enter into any formal or informal agreement
or otherwise make a commitment, to do any of the foregoing.
COMPANY BOARD REPRESENTATION. The Merger Agreement provides that, promptly
upon the purchase by Purchaser of Shares pursuant to the Offer and the closing
of the transactions contemplated by the Stock Purchase Agreement and from time
to time thereafter, Purchaser will be entitled to designate up to such number of
directors, rounded up to the next whole number, on the Company Board as will
give Purchaser representation on the Company Board equal to the product of the
total number of directors on the Company Board (giving effect to the directors
elected pursuant to this sentence) multiplied by the percentage that the
aggregate number of Shares beneficially owned by Purchaser or any affiliate of
Purchaser following such purchases bears to the total number of Shares then
outstanding, and the Company will, at such time, promptly take all actions
necessary to cause Purchaser's designees to be elected as directors of the
Company, including increasing the size of the Company Board or securing the
resignations of incumbent directors, or both. The Merger Agreement also provides
that, at such times, the Company will use its best efforts to cause persons
designated by Purchaser to constitute the same percentage as persons designated
by Purchaser will constitute of the
24
Company Board of (a) each committee of the Company Board, (b) each board of
directors of each Subsidiary, and (c) each committee of each such board, in each
case only to the extent permitted by applicable law. Notwithstanding the
foregoing, until the Effective Time, the Company will use its best efforts to
ensure that (a) at least two members of the Company Board and each committee of
the Company Board and such boards and committees of the Subsidiaries, as of the
date thereof, who are not employees of the Company will remain members of the
Company Board and of such boards and committees and (b) such number of members
of the Company Board will be independent as required by the relevant rules of
the New York Stock Exchange, Inc. The Merger Agreement further provides that
following the election of designees of Purchaser to the Company Board, prior to
the Effective Time, any amendment of the Merger Agreement or the Certificate of
Incorporation or By-laws of the Company, any termination of the Merger Agreement
by the Company, any extension by the Company of the time for the performance of
any of the obligations or other acts of CSG or Purchaser, or waiver of any of
the Company's rights under the Merger Agreement, will require the concurrence of
a majority of the directors of the Company then in office who neither were
designated by Purchaser nor are employees of the Company or any Subsidiary.
ACCESS TO INFORMATION. Pursuant to the Merger Agreement, until the
Effective Time, the Company will, and will cause the Subsidiaries and the
officers, directors, employees, auditors and agents of the Company and the
Subsidiaries to, afford the officers, employees and agents of CSG and Purchaser
reasonable access at all reasonable times to the officers, employees, agents,
properties, offices, plants and other facilities, books and records of the
Company and each Subsidiary, and will furnish CSG and Purchaser with such
financial, operating and other data and information as CSG or Purchaser, through
its officers, employees or agents, may reasonably request. CSG and Purchaser
have agreed to keep such information confidential.
NO SOLICITATION OF TRANSACTIONS. The Company has agreed that it will
immediately cease and cause to be terminated all existing discussions,
negotiations and communications with any persons with respect to any Acquisition
Proposal (as defined in the Merger Agreement). The Company has agreed that it
will not, and will not permit any of its affiliates and its and their directors,
officers, employees, agents, advisors (including, without limitation, financial
advisors, counsel and accountants) or controlling persons ("Representatives") to
(a) solicit, initiate, consider, encourage or accept any Acquisition Proposal or
(b) participate in any discussions, negotiations or other communications
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way, assist or participate in, facilitate or
encourage any effort or attempt by any other person to make, any Acquisition
Proposal. The Company has also agreed that it will promptly advise CSG of the
Company's receipt of any Acquisition Proposal and any request for information
that may reasonably be expected to lead to or is otherwise related to any
Acquisition Proposal, the identity of the person making such Acquisition
Proposal or request for information and the terms and conditions of such
Acquisition Proposal.
EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK UNITS. The Merger Agreement
also provides that, effective as of the Effective Time, the Company and CSG will
take all necessary action to provide that all options outstanding immediately
prior to the Effective Time (collectively, the "Company Stock Options") under
the Company's 1995 Stock Option Plan, 1996 Stock Option Plan and 1996
Non-Employee Directors Stock Plan, each as amended through the date of the
Merger Agreement (the "Company Stock Option Plans") that are unexpired and
unexercised at the Effective Time will be automatically converted at the
Effective Time into an option (a "Substituted Option") to purchase a number of
shares, nominal value CHF 20 per share, of CSG ("CSG Shares") equal to the
number of Shares that could have been purchased under such Company Stock Option
multiplied by .4018 (the "Exchange Ratio") (rounded to the nearest whole number
of shares) at a price per share of CSG Share equal to the per share option
exercise price specified in the Company Stock Option divided by the Exchange
Ratio (rounded down to the nearest whole cent); PROVIDED that any Company Stock
Option
25
intended to be an incentive stock option under the Code will be adjusted in a
manner to preserve such status. Such Substituted Option will otherwise be
subject to the same terms and conditions as such Company Stock Option. At the
Effective Time, (i) all references in the related stock option agreements to the
Company will be deemed to refer to CSG and (ii) CSG will assume all of the
Company's obligations with respect to the Company Stock Options as so amended.
As promptly as reasonably practicable after the Effective Time, CSG will issue
to each holder a document evidencing the foregoing assumption by CSG. In the
event the employment of a holder of any Substitute Options is terminated by CSG
without "Cause" (as such term is defined in the applicable Company Stock Option
Plan that is assumed by CSG) on or after the Effective Time, such holder's
Substitute Option will become fully vested and exercisable and will otherwise
continue to be governed by the terms of the relevant Company Stock Option Plan
and the award agreements.
The Company and CSG have agreed to take such action as may be necessary to
cause each Company restricted stock unit relating to Shares ("Restricted Stock
Unit") that is unexpired and outstanding at the Effective Time to be
automatically converted at the Effective Time into a restricted stock unit of
CSG relating to CSG Shares (a "Substituted Restricted Stock Unit") equal to the
number of Shares to which such Restricted Stock Unit relates multiplied by the
Exchange Ratio (rounded to the nearest whole number of shares). Such Substituted
Restricted Stock Units will otherwise be subject to the same terms and
conditions as such Restricted Stock Units. At the Effective Time, (i) all
references in the related restricted stock unit agreements to Company will be
deemed to refer to CSG and (ii) CSG will assume all of the Company's obligations
with respect to the Restricted Stock Units as so amended. As promptly as
reasonably practicable after the Effective Time, CSG will issue to each holder
of an outstanding Restricted Stock Unit a document evidencing the foregoing
assumption by CSG.
DIRECTORS' AND OFFICERS' INDEMNIFICATION; INSURANCE. The Merger Agreement
further provides that the Certificate of Incorporation of the Surviving
Corporation will contain provisions no less favorable with respect to
indemnification than are set forth in Article VIII of the Amended and Restated
Certificate of Incorporation of the Company, which provisions will not be
amended, repealed or otherwise modified for a period of six years from the
Effective Time in any manner that would affect adversely the rights thereunder
of individuals who, at or prior to the Effective Time, were directors, officers,
employees, fiduciaries or agents of the Company, unless such modification is
required by law, and during such period CSG agrees to provide the same rights as
are provided under such Article VIII to the persons specified thereunder to all
persons standing in a comparable relationship to any Subsidiary of the Company.
CSG, Purchaser and the Company have agreed, from and after the Effective
Time, in the event of any threatened or actual claim, action, suit, proceeding
or investigation, whether civil, criminal or administrative, including, without
limitation, any such claim, action, suit, proceeding or investigation in which
any person who is now, or has been at any time prior to the date of the Merger
Agreement, a director, officer or employee of the Company or any of its
Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a
party based in whole or in part on, or arising in whole or in part out of, or
pertaining to (a) the fact that he or she is or was a director, officer or
employee of the Company, any of its Subsidiaries or any of their respective
predecessors or was, prior to the Effective Time, serving at the request of any
such entity as a director, officer, employee, fiduciary or agent of another
corporation, partnership, trust or other enterprise, or (b) the Merger Agreement
or the Stock Purchase Agreement or any of the transactions contemplated
thereunder and any actions taken by an Indemnified Party in connection
therewith, whether in any case asserted or arising before or after the Effective
Time, to cooperate in connection with defending against and responding to such
proceedings. CSG has agreed that after the Effective Time, CSG will indemnify
and hold harmless, as and to the fullest extent permitted by law, each such
Indemnified Party against any losses, claims, damages, liabilities, costs,
expenses (including reasonable attorneys' fees and expenses in advance of the
final disposition of any such matter to each Indemnified Party upon the receipt
of the appropriate
26
undertaking under relevant law), judgments, fines and amounts paid in settlement
in connection with any such threatened or actual claim, action suit proceeding
or investigation, PROVIDED, HOWEVER, that CSG will not be liable for any
settlement effected without its prior written consent, which consent will not be
unreasonably withheld.
The Merger Agreement also provides that the Surviving Corporation will
maintain in effect for six years from the Effective Time, if available, the
current directors' and officers' liability insurance policies maintained by the
Company (provided that the Surviving Corporation may substitute therefor
policies of at least the same coverage containing terms and conditions that are
not materially less favorable) with respect to matters occurring prior to the
Effective Time; PROVIDED, HOWEVER, that in no event will the Surviving
Corporation be required to expend more than an amount per year equal to 200% of
the premium that would be required on the date thereof for similarly situated
companies to provide comparable levels of coverage to that currently provided by
the Company.
CSG, Purchaser and the Company have also agreed that in the event the
Surviving Corporation or any of its successors or assigns (a) consolidates with
or merges into any other person and is not the continuing or surviving
corporation or entity of such consolidation or merger or (b) transfers all or
substantially all of its properties and assets to any person, then, and in each
such case, proper provision will be made so that the successors and assigns of
the Surviving Corporation or such successors or assigns, as the case may be, or
at CSG's option, CSG, will assume the obligations described in the three
preceding paragraphs.
FURTHER ACTION; REASONABLE BEST EFFORTS. The Merger Agreement provides
that, subject to its terms and conditions, each of the parties thereto will
(a) make promptly its respective filings, and thereafter make any other required
submissions, under the HSR Act and the EC Merger Regulation with respect to the
transactions contemplated by the Merger Agreement and (b) use its reasonable
best efforts to take, or cause to be taken, all appropriate action, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by the Merger Agreement and the Stock Purchase Agreement,
including, without limitation, using its reasonable best efforts to obtain all
permits, consents, approvals, authorizations, qualifications and orders of
governmental authorities and parties to contracts with the Company and the
Subsidiaries as are necessary for the consummation of the transactions
contemplated by the Merger Agreement and to fulfill the conditions to the Offer
and the Merger; PROVIDED that neither Purchaser nor CSG will be required to take
any action that would have a Material Adverse Effect (as defined in the Merger
Agreement) on the Company or CSG, including entering into any consent decree,
hold separate orders or other arrangements that would have a Material Adverse
Effect on the Company or CSG. In case, at any time after the Effective Time, any
further action is necessary or desirable to carry out the purposes of the Merger
Agreement, the proper officers and directors of each party to the Merger
Agreement will use their reasonable best efforts to take all such action.
Additionally, CSG, Purchaser and the Company have agreed to cooperate and
use their reasonable best efforts to vigorously contest and resist any claim,
litigation, suit action, proceeding or investigation, including administrative
or judicial action, and to have vacated, lifted, reversed or overturned any
decree, judgment, injunction or other order (whether temporary, preliminary or
permanent) that is in effect and that restricts, prevents or prohibits
consummation of the transactions contemplated by the Merger Agreement,
including, without limitation, by vigorously pursuing all available avenues of
administrative and judicial appeal.
REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains various
customary representations and warranties of the parties thereto, including
representations by the Company as to the absence of certain changes or events
concerning the Company's business, compliance with laws, absence of litigation,
employee benefit plans, labor and employment matters, intellectual property,
taxes, environmental matters, material contracts, brokers, funds, internal
controls, derivative instruments and ownership of banking organizations.
27
CONDITIONS TO THE MERGER. Under the Merger Agreement, the respective
obligations of each party to effect the Merger will be subject to the
satisfaction, at or prior to the Effective Time, of the following conditions:
(a) if and to the extent required by Delaware Law, the Merger Agreement and the
transactions contemplated thereby will have been approved and adopted by the
affirmative vote of the stockholders of the Company, (b) no Governmental
Authority in the United States or Switzerland will have enacted, issued,
promulgated, enforced or entered any law (whether temporary, preliminary or
permanent) which is then in effect and has the effect of making the acquisition
of Shares by CSG or Purchaser or any affiliate of either of them illegal or the
Merger or otherwise restricting, preventing or prohibiting consummation of the
transactions contemplated by the Merger Agreement, and (c) the transactions
contemplated by the Stock Purchase Agreement will have been consummated. See
"The Stock Purchase Agreement."
TERMINATION. The Merger Agreement provides that it may be terminated and
the Merger and the other transactions contemplated thereunder may be abandoned:
(a) at any time, by mutual written consent of each of CSG, Purchaser and the
Company, duly authorized by the Boards of Directors of CSG, Purchaser and the
Company, notwithstanding any requisite approval and adoption of the Merger
Agreement by the stockholders of the Company; or (b) by either CSG or the
Company if (i) the purchase of Shares pursuant to the Offer or the Stock
Purchase Agreement will not have occurred on or before March 31, 2001; PROVIDED,
HOWEVER, that this right to terminate the Merger Agreement will not be available
to any party whose failure to fulfill any obligation under the Merger Agreement
has been the cause of, or resulted in, the failure of such purchase to occur on
or before such date, or (ii) any governmental authority in the United States or
Switzerland will have enacted, issued, promulgated, enforced or entered any
injunction, order, decree or ruling (whether temporary, preliminary or
permanent) which has become final and nonappealable and has the effect of making
consummation of the Offer or the Merger illegal or otherwise preventing or
prohibiting consummation of the Offer or the Merger; or (c) by either CSG or the
Company (PROVIDED that the terminating party is not then in material breach of
any representation, warranty, covenant or other agreement contained therein) if
there will have been a material breach of any of the covenants or agreements or
any of the representations or warranties set forth in the Merger Agreement on
the part of the other party such that the conditions to the Offer described in
subclauses (a)--(c) of clause (ii) of Section 14 of this Offer to Purchase would
not be satisfied, which breach is not cured within 15 days following written
notice to the breaching party, or which breach, by its nature or timing, cannot
be cured prior to the consummation of the Offer; or (d) by either CSG or the
Company if the Stock Purchase Agreement is terminated pursuant to its terms
without CSG having acquired any Shares thereunder. See "The Stock Purchase
Agreement--Termination."
EFFECT OF TERMINATION. In the event of the termination of the Merger
Agreement, the Merger Agreement becomes void, and there will be no liability on
the part of any party thereto, except (a) as set forth below under the section
entitled "Fees" and (b) nothing in the Merger Agreement will relieve any party
from liability for any breach thereof prior to the date of such termination. The
Confidentiality Agreement will survive any termination of the Merger Agreement.
FEES. The Merger Agreement provides that all costs and expenses incurred in
connection with the Merger Agreement and the transactions contemplated thereby
will be paid by the party incurring such expenses, whether or not any of such
transactions is consummated.
THE STOCK PURCHASE AGREEMENT
THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE STOCK PURCHASE
AGREEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE STOCK
PURCHASE AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND HAS BEEN
FILED AS AN EXHIBIT TO THE SCHEDULE TO FILED WITH THE COMMISSION BY PURCHASER
AND CSG IN CONNECTION WITH THE OFFER. THE STOCK PURCHASE AGREEMENT MAY BE
EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACES SET FORTH IN SECTION 7 OR
DOWNLOADED FREE OF CHARGE AT
28
▇▇▇.▇▇▇.▇▇▇. CAPITALIZED TERMS USED IN THIS SUMMARY AND NOT OTHERWISE DEFINED
HAVE THE MEANINGS ASSIGNED TO THOSE TERMS IN THE STOCK PURCHASE AGREEMENT.
PURCHASE OF SHARES. At the closing of the Stock Purchase Agreement and upon
the terms and conditions therein, CSG will purchase from the AXA Entities all
their Shares upon the following terms: AXA will receive $4,468,493 and 48,357
CSG Shares for its 170,000 Shares; AXA Financial, Inc. ("Financial") will
receive $1,278,693,214 and 13,837,627 CSG Shares for its 48,646,793 Shares; The
Equitable Life Assurance Society of the United States will receive
$1,050,399,150 and 11,367,098 CSG Shares for its 39,961,540 Shares; and AXA
Participations Belgium will receive $43,808,763 and 474,085 CSG Shares for its
1,666,667 Shares. The value of the consideration being paid per Share to the AXA
Entities is equivalent to the offer price of $90.00, and comprises the amount of
$26.29 in cash and the remainder, $63.71, in CSG Shares having a value based on
the closing price of the CSG Shares on the Zurich Stock Exchange on August 28,
2000.
VOTING AGREEMENT. The Stock Purchase Agreement provides that each of the
AXA Entities irrevocably constitutes and appoints CSG and each of its officers,
from and after August 30, 2000 and until the earlier to occur of the closing of
the transactions contemplated by the Stock Purchase Agreement (the "Closing")
and the termination of the Stock Purchase Agreement, as such AXA Entities'
attorney, agent and proxy (such constitution and appointment, the "Irrevocable
Proxy"), with full power of substitution, to vote such AXA Entities' Shares at
any meeting of the stockholders of the Company, however called, and in any
action by consent of the stockholders of the Company, (i) against any action,
proposal, agreement or transaction that would result in a breach of any
covenant, obligation, agreement, representation or warranty of the Company under
the Merger Agreement (whether or not theretofore terminated) or of the AXA
Entities contained in the Stock Purchase Agreement, and (ii) against any action,
agreement, transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Acquisition Proposal) that
could result in any of the conditions to the Company's obligations under the
Merger Agreement (whether or not theretofore terminated) not being fulfilled or
that is intended, or could reasonably be expected, to impede, interfere, delay,
discourage or adversely affect the Merger Agreement (whether or not theretofore
terminated), the Offer, the Merger or the Stock Purchase Agreement.
NO DISPOSITION OR ENCUMBRANCE OF SHARES; ACQUISITION PROPOSALS. Under the
Stock Purchase Agreement, each of the AXA Entities agreed that, except as
contemplated by the Stock Purchase Agreement, such AXA Entities will not
(i) sell, transfer, tender (including, without limitation, into the Offer),
pledge, assign, contribute to the capital of any entity, hypothecate, give or
otherwise dispose of, grant a proxy or power of attorney with respect to,
deposit into any voting trust, enter into any voting agreement, or create or
permit to exist any Liens of any nature whatsoever with respect to, any of such
AXA Entities' Shares (or agree or consent to, or offer to do, any of the
foregoing), (ii) take any action that would make any representation or warranty
of the AXA Entities therein untrue or incorrect in any material respect or have
the effect of preventing or disabling such AXA Entities from performing such AXA
Entities' obligations thereunder or (iii) directly or indirectly, initiate,
solicit or encourage any person to take actions that could reasonably be
expected to lead to the occurrence of any of the foregoing. The Stock Purchase
Agreement further provides that each of the AXA Entities will promptly advise
CSG of its receipt of any Acquisition Proposal and any request for information
that may reasonably be expected to lead to or is otherwise related to any
Acquisition Proposal, the identity of the person making such Acquisition
Proposal or request for information, and the terms and conditions of such
Acquisition Proposal.
COMPANY BOARD REPRESENTATION. The Stock Purchase Agreement provides that
promptly upon the Closing, the AXA Entities will cause the directors nominated
by the AXA Entities or who are otherwise affiliated with the AXA Entities after
the Closing to resign from the Company Board and the boards of directors of the
Company's subsidiaries.
29
CSG SHAREHOLDERS MEETING. Pursuant to the Stock Purchase Agreement, CSG
agreed, in accordance with applicable Law and its articles of association, to
duly call, give notice of, convene and hold a special meeting of its
shareholders as promptly as practicable following August 30, 2000 (the "CSG
Shareholders Meeting") for the purpose of approving the authorization of the new
CSG Shares to be issued to the AXA Entities pursuant to the Stock Purchase
Agreement and the exclusion of the preemptive rights of all holders of CSG share
capital in connection with such issuance (the "CSG Shareholder Proposal"). The
Board of Directors of CSG agreed to recommend to its shareholders the approval
of the CSG Shareholder Proposal and make any other disclosure to its
shareholders as may be required under applicable Law. The CSG Shareholders
Meeting has been scheduled for September 29, 2000. An affirmative vote of not
less than two-thirds of the CSG Shares is required to approve the CSG
Shareholder Proposal.
DISPOSITION OF CSG SHARES. CSG agreed in the Stock Purchase Agreement that
the CSG Shares delivered at the Closing Date will be listed on the Swiss
Exchange and that it will take various actions to cooperate with the AXA
Entities in connection with the sale of their CSG Shares and use its reasonable
best efforts to cause the CSG Shares delivered to the AXA Entities pursuant to
the Stock Purchase Agreement to be approved for listing on the Frankfurt Stock
Exchange prior to the Closing Date, or if such approval for listing is not
obtained prior to the Closing Date, as promptly as practicable thereafter.
POST-CLOSING SHARE PURCHASE. Pursuant to the Stock Purchase Agreement, CSG
agreed to acquire (or cause to be acquired) from the AXA Entities on the
Business Day immediately following the Closing Date a number of CSG Shares
having an aggregate value of $1.2 billion, based on the average of the closing
prices of CSG Shares on the Swiss Exchange on the five consecutive Business Days
preceding the Closing Date and on the average of the noon buying rates in New
York for cable transfers in Swiss francs as certified for customs purposes by
the Federal Reserve Bank of New York on the five consecutive Business Days
preceding the Closing Date.
GENERAL CONDITIONS TO THE CLOSING. The obligations of each party to
consummate the transactions contemplated by the Stock Purchase Agreement are
subject to the satisfaction, at or prior to the Closing, of the following
conditions: (a) the shareholders of CSG will have approved the CSG Shareholder
Proposal by the vote of not less than two-thirds of the CSG Shares, (b) any
waiting period (and any extension thereof) under the HSR Act applicable to the
purchase of the CSG Shares contemplated thereby will have expired or been
terminated; (c) the parties will have received in respect of the purchase of the
CSG Shares contemplated thereby the approval of the Commission of the European
Union under the EC Merger Regulation that such purchase is compatible with the
Common Market; and (d) no Governmental Authority in the United States or
Switzerland will have enacted, issued, promulgated, enforced or entered any Law
(whether temporary, preliminary or permanent) which is then in effect and has
the effect of making the acquisition of Shares by CSG or any affiliate of CSG
illegal or otherwise restricting or prohibiting consummation of the transactions
contemplated by the Stock Purchase Agreement or the Merger Agreement and
(ii) consummation of the transactions contemplated by Stock Purchase Agreement
will not conflict with or violate any provision of United States Law.
CONDITION TO OBLIGATIONS OF THE AXA ENTITIES. The Stock Purchase Agreement
further provides that the obligations of the AXA Entities to consummate the
transactions contemplated by the Stock Purchase Agreement are subject to the
fulfillment, at or prior to the Closing, of each of the following conditions:
(a) the representations and warranties of CSG contained in the Stock Purchase
Agreement will be true and correct as of the Closing with the same force and
effect as if made as of the Closing, other than such representations and
warranties as are made as of another date which will be true and correct as of
such date, except, in each case, where the failure of such representation or
warranty to be true and correct (without giving effect to any limitation as to
"materiality" or "Material Adverse Effect" set forth therein) would not have a
material adverse effect (as defined in the Stock Purchase
30
Agreement) on CSG; (b) the covenants and agreements contained in the Stock
Purchase Agreement to be complied with by CSG on or before the Closing will have
been complied with in all material respects; and (c) no material adverse effect
with respect to CSG will have occurred.
CONDITIONS TO THE OBLIGATION OF CSG. The Stock Purchase Agreement further
provides that the obligations of CSG to consummate the transactions contemplated
by the Stock Purchase Agreement are subject to the fulfillment, at or prior to
the Closing, of each of the following conditions: (a) the representations and
warranties (i) of the AXA Entities contained in the Stock Purchase Agreement
will be true and correct in all material respects as of the Closing with the
same force and effect as if made as of the Closing, other than such
representations and warranties as are made as of another date, which will be
true and correct in all material respects as of such date, and (ii) of the
Company contained in the Merger Agreement will be true and correct as of the
Closing with the same force and effect as if made as of the Closing, other than
such representations and warranties as are made as of another date, which will
be true and correct as of such date, except in the case of this clause (ii)
where the failure to be so true and correct would not have a material adverse
effect (as defined in the Stock Purchase Agreement) on the Company (without, in
the case of clause (i) and (ii), giving effect to any limitation as to
"materiality" or "Material Adverse Effect" set forth therein); (b) the covenants
and agreements contained in the Stock Purchase Agreement to be complied with by
the AXA Entities on or before the Closing will have been complied with in all
material respects; and (c) no material adverse effect with respect to the
Company will have occurred.
TERMINATION. The Stock Purchase Agreement provides that it may be
terminated at any time prior to the Closing: (a) by mutual written consent of
each of Financial and CSG duly authorized by the Boards of Directors of
Financial and CSG; (b) by either Financial or CSG if: (i) the Closing has not
occurred by March 31, 2001 unless the Offer has closed on or before such date;
PROVIDED, HOWEVER, that this right to terminate the Stock Purchase Agreement
will not be available to any party whose failure to fulfill any obligation under
the Stock Purchase Agreement has been the cause of, or resulted in, the failure
of the Closing to occur on or before such date; or (ii) any Governmental
Authority in the United States or Switzerland has enacted, issued, promulgated,
enforced or entered any injunction, order, decree or ruling (whether temporary,
preliminary or permanent) which has become final and nonappealable and has the
effect of making the transactions contemplated by the Stock Purchase Agreement
illegal or otherwise preventing or prohibiting consummation of the transactions
contemplated by the Stock Purchase Agreement; (c) by either CSG or Financial if
the CSG Shareholder Proposal fails to obtain the vote of the holders of not less
than two-thirds of CSG Shares at the CSG Shareholders Meeting; (d) by (i) CSG if
a material adverse effect with respect to the Company has occurred, or
(ii) Financial if a material adverse effect with respect to CSG has occurred; or
(e) by either CSG or Financial (PROVIDED that the terminating party and, if
Financial is the terminating party, the other AXA Entities are not then in
material breach of any representation, warranty, covenant or other agreement
contained therein) if there has been a material breach of any of the covenants
or agreements or any of the representations or warranties set forth in the Stock
Purchase Agreement on the part of CSG, if Financial is the terminating party, or
the AXA Entities, if CSG is the terminating party, such that the conditions to
the parties' obligations to close would not be satisfied, which breach is not
cured within 15 days following written notice to the breaching party, or which
breach, by its nature or timing, cannot be cured prior to the Closing.
CERTAIN EMPLOYMENT, RETENTION AND BENEFITS ARRANGEMENTS.
The information contained under "Employment, Retention and Benefits
Arrangements" under Item 3 of the Company Schedule 14D-9 is incorporated herein
by reference.
31
11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY AFTER THE OFFER AND THE
MERGER.
PURPOSE OF THE OFFER. The Offer is being made pursuant to the Merger
Agreement. The purpose of the Offer, the purchase of Shares pursuant to the
Stock Purchase Agreement and the Merger is for CSG to acquire control, and all
the outstanding Shares, of the Company. The purpose of the Merger is for CSG to
acquire all Shares not purchased pursuant to the Offer. Upon consummation of the
Merger, the Company will become an indirect subsidiary of CSG.
Under Delaware Law, the approval of the Company Board and the affirmative
vote of the holders of a majority of the outstanding Shares is required to
approve and adopt the Merger Agreement and the transactions contemplated
thereby, including the Merger. The Company Board has unanimously approved,
adopted and declared advisable the Merger Agreement and the Transactions (such
approval and adoption having been made in accordance with Delaware Law,
including, without limitation, Section 203 thereof). Unless the Merger is
consummated pursuant to the short-form merger provisions under Delaware Law as
described below, the only remaining required corporate action of the Company is
the approval and adoption of the Merger Agreement and the Merger by the
affirmative vote of the holders of a majority of the Shares. Accordingly, after
the closing of the Offer and the consummation of the transaction contemplated by
the Stock Purchase Agreement, Purchaser will have sufficient voting power to
cause the approval and adoption of the Merger Agreement and the Merger without
the affirmative vote of any other stockholder.
In the Merger Agreement, the Company has agreed to duly call, give notice
of, convene and hold a special meeting of its stockholders as promptly as
practicable following consummation of the Offer for the purpose of considering
and taking action on the Merger Agreement and the Merger, if such action is
required by Delaware Law. CSG and Purchaser have agreed that all Shares owned by
them and their subsidiaries will be voted in favor of the approval and adoption
of the Merger Agreement.
The Merger Agreement provides that, promptly upon the purchase by Purchaser
of Shares pursuant to the Offer, Purchaser will be entitled to designate
representatives to serve on the Company Board in proportion to Purchaser's
ownership of Shares following such purchase. See Section 10. Purchaser expects
that such representation would permit Purchaser to exert substantial influence
over the Company's conduct of its business and operations.
SHORT-FORM MERGER. Under Delaware Law, if Purchaser acquires, pursuant to
the Offer or otherwise, including the Stock Purchase Agreement, at least 90% of
the then outstanding Shares, Purchaser will be able to effect the Merger without
a vote of the Company's stockholders. In such event, CSG, Purchaser and the
Company have agreed in the Merger Agreement to take, at the request of
Purchaser, all necessary and appropriate action to cause the Merger to become
effective as promptly as reasonably practicable after such acquisition, without
a meeting of the Company's stockholders. If, however, Purchaser does not acquire
at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a
vote of the Company's stockholders is required under Delaware Law, a
significantly longer period of time would be required to effect the Merger.
APPRAISAL RIGHTS. CSG and Purchaser do not believe that appraisal rights
are available in connection with the Offer. Notwithstanding the foregoing, if
the Merger is consummated, stockholders who have not tendered their Shares will
have certain rights under Delaware Law to dissent from the Merger and demand
appraisal of, and to receive payment in cash of the fair value of, their Shares.
Stockholders who perfect such rights by complying with the procedures set forth
in Section 262 of the Delaware General Corporation Law will have the "fair
value" of their Shares (exclusive of any element of value arising from the
accomplishment or expectation of the Merger) determined by the Delaware Court of
Chancery and will be entitled to receive a cash payment equal to such fair value
for their Shares. In addition, such dissenting stockholders would be entitled to
receive payment of a fair rate of
32
interest from the date of consummation of the Merger on the amount determined to
be the fair value of their Shares.
CSG does not intend to object, assuming the proper procedures are followed,
to the exercise of appraisal rights by any stockholder and the demand for
appraisal of, and payment in cash for the fair value of, the Shares. CSG
intends, however, to cause the Surviving Corporation to argue in an appraisal
proceeding that, for purposes of such proceeding, the fair value of each Share
is less than or equal to the highest price per Share paid pursuant to the Offer.
The foregoing summary of the rights of dissenting stockholders under
Delaware Law does not purport to be a complete statement of the procedures to be
followed by stockholders desiring to exercise any dissenters' rights under
Delaware Law. The preservation and exercise of dissenters' rights require strict
adherence to the applicable provisions of Delaware Law.
PLANS FOR THE COMPANY. It is expected that, immediately following the
Merger, the business and operations of the Company will, except as set forth in
this Offer to Purchase, be continued by the Company substantially as they are
currently being conducted. CSG is evaluating and will continue to evaluate the
business and operations of the Company during the pendency of the Offer and
after the consummation of the Offer and the Merger, and will take such actions
as it deems appropriate under the circumstances then existing. CSG intends to
seek additional information about the Company during this period. CSG intends to
review such information as part of a comprehensive review of the Company's
business, operations, capitalization and management with a view to optimizing
exploitation of the Company's potential in conjunction with CSG's businesses. It
is expected that the business and operations of the Company would form an
important part of CSG's future business plans. CSG's intentions with respect to
the Company Board and the management of the Company are described in
Section 10.
12. DIVIDENDS AND DISTRIBUTIONS.
The Merger Agreement provides that the Company will not, between the date of
the Merger Agreement and the Effective Time, (a) issue, sell, pledge, dispose
of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant
or encumbrance of, (i) any shares of any class of capital stock of the Company
or any Subsidiary, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitation, any phantom interest), of the
Company or any Subsidiary (except for the issuance of Shares issuable pursuant
to employee stock options outstanding on the date thereof) or (ii) any assets of
the Company or any Subsidiary, except, in the case of this clause (ii) in the
ordinary course of business and in a manner consistent with past practice or
pursuant to agreements in force as of the date of the Merger Agreement that have
been disclosed to CSG, or (b) declare, set aside, make or pay any dividend or
other distribution, payable in cash, stock, property or otherwise, with respect
to any of its capital stock, except for dividends by any direct or indirect
wholly owned Subsidiary to the Company or any other Subsidiary, dividends
payable in respect of the Company's preferred stock in accordance with their
Certificates of Designation, and regular quarterly dividends on the Shares
declared and paid in cash at times consistent with past practice in an aggregate
amount not in excess of $.0625 per share, or (c) reclassify, combine, split,
subdivide or redeem, or purchase or otherwise acquire, directly or indirectly,
any of its capital stock. See Section 10.
13. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR SHARES, NYSE LISTING,
MARGIN REGULATIONS AND EXCHANGE ACT REGISTRATION.
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES. The purchase of
Shares by Purchaser pursuant to the Offer and the Stock Purchase Agreement will
reduce the number of Shares that might otherwise trade publicly and will reduce
the number of holders of Shares, which could adversely affect the liquidity and
market value of the remaining Shares held by the public.
33
CSG intends to cause the delisting of the Shares by the NYSE following
consummation of the Transactions.
NYSE LISTING. Depending upon the number of Shares purchased pursuant to the
Offer, after consummation of the stock purchase pursuant to the Stock Purchase
Agreement, the Shares may no longer meet the standards for continued listing on
the NYSE. According to NYSE's published guidelines, the Shares would not be
eligible to be included for listing if, among other things, the number of Shares
publicly held falls below 600,000, or the number of holders of Shares falls
below 400 or the number of holders of Shares falls below 1,200 and the average
monthly trading volume (for most recent 12 months) is less than 100,000 shares.
If, as a result of the purchase of Shares pursuant to the Offer, the Merger, the
Stock Purchase Agreement or otherwise, the Shares no longer meet the
requirements of the NYSE for continued listing, the listing of the Shares will
be discontinued. In such event, the market for the Shares would be adversely
affected. In the event the Shares were no longer eligible for listing on the
NYSE, quotations might still be available from other sources. The extent of the
public market for the Shares and the availability of such quotations would,
however, depend upon the number of holders of such Shares remaining at such
time, the interest in maintaining a market in such Shares on the part of
securities firms, the possible termination of registration of such Shares under
the Exchange Act as described below and other factors.
EXCHANGE ACT REGISTRATION. The Shares are currently registered under the
Exchange Act. Such registration may be terminated upon application by the
Company to the Commission if the Shares are not listed on a "national securities
exchange" and there are fewer than 300 record holders. The termination of the
registration of the Shares under the Exchange Act would substantially reduce the
information required to be furnished by the Company to holders of Shares and to
the Commission and would make certain provisions of the Exchange Act, such as
the short-swing profit recovery provisions of Section 16(b), the requirement of
furnishing a proxy statement in connection with stockholders' meetings pursuant
to Section 14(a) or 14(c) of the Exchange Act and the related requirements of an
annual report, and the requirements of Rule 13e-3 under the Exchange Act with
respect to "going private" transactions, no longer applicable to the Shares. In
addition, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended. If registration of the Shares under the Exchange Act were terminated,
the Shares would no longer be eligible for NYSE reporting. Purchaser currently
intends to seek to cause the Company to terminate the registration of the Shares
under the Exchange Act as soon after consummation of the Offer as the
requirements for termination of registration are met.
MARGIN REGULATIONS. The Shares are currently "margin securities," as such
term is defined under the rules of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), which has the effect, among other things,
of allowing brokers to extend credit on the collateral of such securities.
Depending upon factors similar to those described above regarding listing and
market quotations, following the Offer it is possible that the Shares might no
longer constitute "margin securities" for purposes of the margin regulations of
the Federal Reserve Board, in which event such Shares could no longer be used as
collateral for loans made by brokers. In addition, if registration of the Shares
under the Exchange Act were terminated, the Shares would no longer constitute
"margin securities."
14. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, Purchaser will not be
required to accept for payment any Shares tendered pursuant to the Offer, and
may extend, terminate or amend the Offer, if (i) any applicable waiting period
under the HSR Act has not expired or been terminated prior to the expiration of
the Offer or the transactions contemplated by the Merger Agreement cannot be
consummated under the EC Merger Regulation or (ii) at any time on or after the
date of the Merger
34
Agreement and prior to the expiration of the Offer, any of the following
conditions exists: (a) any Material Adverse Effect (as defined in the Merger
Agreement) on the Company has occurred, (b) any representation or warranty of
the Company in the Merger Agreement is not true and correct except where the
failure of such representation or warranty to be true and correct (without
giving effect to any limitation as to "materiality" or "Material Adverse Effect"
set forth therein) would not have a Material Adverse Effect on the Company,
(c) the Company has failed to perform, in any material respect, any material
obligation or to comply, in any material respect, with any material agreement or
covenant of the Company to be performed or complied with by it under the Merger
Agreement; PROVIDED, HOWEVER, that no governmental or third party consent will
be required to be obtained as a condition to the Offer except as expressly set
forth in clause (i) above, (d) the Merger Agreement or the Stock Purchase
Agreement has been terminated in accordance with its terms, (e) the conditions
(other than the condition that consummation of the transactions contemplated by
the Stock Purchase Agreement does not conflict with or violate any provision of
United States Law) to CSG's obligations under the Stock Purchase Agreement have
not been satisfied or waived, and (f) CSG and the Company have agreed that CSG
will terminate the Offer or postpone the acceptance for payment of Shares
thereunder; which, in the sole judgment of Purchaser in any such case, and
regardless of the circumstances (including any action or inaction by CSG or any
of its affiliates) giving rise to any such condition, makes it inadvisable to
proceed with such acceptance for payment.
The foregoing conditions are for the sole benefit of Purchaser and CSG and
may be asserted by Purchaser or CSG regardless of the circumstances giving rise
to any such condition or may be waived by Purchaser or CSG in whole or in part
at any time and from time to time in their sole discretion. The failure by CSG
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.
15. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS; TRANSACTION WITH COMPANY
DIRECTOR.
GENERAL. Based upon its examination of publicly available information with
respect to the Company and the review of certain information furnished by the
Company to CSG and discussions between representatives of CSG with
representatives of the Company during CSG's investigation of the Company,
neither Purchaser nor CSG is aware of (i) any license or other regulatory permit
that appears to be material to the business of the Company or any of its
subsidiaries, taken as a whole, which might be adversely affected by the
acquisition of Shares by Purchaser pursuant to the Offer or (ii) except as set
forth below, of any approval or other action by any domestic (federal or state)
or foreign Governmental Authority which would be required prior to the
acquisition of Shares by Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is Purchaser's current intention to
seek such approval or action. Purchaser does not currently intend, however, to
delay the purchase of Shares tendered pursuant to the Offer pending the outcome
of any such action or the receipt of any such approval (subject to Purchaser's
right to decline to purchase Shares if any of the conditions described in
Section 14 will have occurred). There can be no assurance that any such approval
or other action, if needed, would be obtained without substantial conditions or
that adverse consequences might not result to the business of the Company,
Purchaser or CSG or that certain parts of the businesses of the Company,
Purchaser or CSG might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or other
action or in the event that such approval was not obtained or such other action
was not taken. Purchaser's obligation under the Offer to accept for payment and
pay for Shares is subject to certain conditions, including conditions relating
to certain of the legal matters discussed in this Section 15. See Section 14 for
certain conditions of the Offer.
STATE TAKEOVER LAWS. The Company is incorporated under the laws of the
State of Delaware. In general, Section 203 of Delaware Law prevents an
"interested stockholder" (generally a person who
35
owns or has the right to acquire 15% or more of a corporation's outstanding
voting stock, or an affiliate or associate thereof) from engaging in a "business
combination" (defined to include mergers and certain other transactions) with a
Delaware corporation for a period of three years following the date such person
became an interested stockholder unless, among other things, prior to such date
the Board of Directors of the corporation approved either the business
combination or the transaction in which the interested stockholder became an
interested stockholder. On August 29, 2000, prior to the execution of the Merger
Agreement, the Company Board unanimously approved, including specifically for
purposes of Section 203, the Merger Agreement and determined that each of the
Offer and the Merger is fair to, and in the best interest of, the stockholders
of the Company and approved of the transactions contemplated by the Stock
Purchase Agreement. Accordingly, the restrictive provisions of Section 203 are
inapplicable to the Offer and the Merger.
A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, stockholders, principal executive offices or principal
places of business, or whose business operations otherwise have substantial
economic effects, in such states. In ▇▇▇▇▇ ▇. MITE CORPORATION, the Supreme
Court of the United States invalidated on constitutional grounds the Illinois
Business Takeover Statute, which, as a matter of state securities law, made
takeovers of corporations meeting certain requirements more difficult. However,
in 1987 in CTS CORPORATION V. DYNAMICS CORPORATION OF AMERICA, the Supreme Court
held that the State of Indiana may, as a matter of corporate law and, in
particular, with respect to those aspects of corporate law concerning corporate
governance, constitutionally disqualify a potential acquiror from voting on the
affairs of a target corporation without the prior approval of the remaining
stockholders. The state law before the Supreme Court was by its terms applicable
only to corporations that had a substantial number of stockholders in the state
and were incorporated there.
The Company, directly or through its subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. Purchaser does not know whether any of these laws will, by their
terms, apply to the Offer or the Merger and has not complied with any such laws.
Should any person seek to apply any state takeover law, Purchaser will take such
action as then appears desirable, which may include challenging the validity or
applicability of any such statute in appropriate court proceedings. In the event
it is asserted that one or more state takeover laws is applicable to the Offer
or the Merger, and an appropriate court does not determine that it is
inapplicable or invalid as applied to the Offer, Purchaser might be required to
file certain information with, or receive approvals from, the relevant state
authorities. In addition, if enjoined, Purchaser might be unable to accept for
payment any Shares tendered pursuant to the Offer, or be delayed in continuing
or consummating the Offer, and the Merger. In such case, Purchaser may not be
obligated to accept for payment any Shares tendered. See Section 14.
ANTITRUST. Under the HSR Act and the rules that have been promulgated
thereunder by the FTC, certain acquisition transactions may not be consummated
unless certain information has been furnished to the Antitrust Division and the
FTC and certain waiting period requirements have been satisfied. The acquisition
of Shares by Purchaser pursuant to the Offer and the Stock Purchase Agreement
are subject to such requirements. See Section 2.
Pursuant to the HSR Act, CSG expects to file on September 8, 2000 a
Premerger Notification and Report Form in connection with the purchase of Shares
pursuant to the Offer and the Stock Purchase Agreement with the Antitrust
Division and the FTC. On September 7, 2000, AXA, the ultimate parent of the
Company, filed a Premerger Notification and Report Form in connection with the
sale of Shares pursuant to the Offer and the Stock Purchase Agreement with the
Antitrust Division and the FTC. Under the provisions of the HSR Act applicable
to the Offer and the transaction contemplated by the Stock Purchase Agreement,
the purchase of Shares pursuant to the Offer and the Stock Purchase Agreement
may not be consummated until the expiration of a 30-calendar day waiting period
following the filing by CSG and AXA, the ultimate parent of the Company.
Accordingly, the waiting period
36
under the HSR Act applicable to the purchase of Shares pursuant to the Offer and
the Stock Purchase Agreement will expire at 11:59 p.m., New York City time, on
October 8, 2000, if CSG's filing is made on September 8, 2000 and unless such
waiting period is earlier terminated by the FTC and the Antitrust Division or
extended by a request from the FTC or the Antitrust Division for additional
information or documentary material prior to the expiration of the waiting
period. Pursuant to the HSR Act, CSG has requested early termination of the
waiting period applicable to the Offer and the transaction contemplated by the
Stock Purchase Agreement. There can be no assurance, however, that the 30-day
HSR Act waiting period will be terminated early. If either the FTC or the
Antitrust Division were to request additional information or documentary
material from the parties with respect to the Offer or the transaction
contemplated by the Stock Purchase Agreement, the waiting period with respect to
the Offer would expire at 11:59 p.m., New York City time, on the twentieth
calendar day after the date of substantial compliance with such request.
Thereafter, the waiting period could be extended only by court order. If the
acquisition of Shares is delayed pursuant to a request by the FTC or the
Antitrust Division for additional information or documentary material pursuant
to the HSR Act, the Offer may, but need not, be extended and, in any event, the
purchase of and payment for Shares will be deferred until 20 days after the
request is substantially complied with, unless the waiting period is sooner
terminated by the FTC and the Antitrust Division. Only one extension of such
waiting period pursuant to a request for additional information is authorized by
the HSR Act and the rules promulgated thereunder, except by court order. Any
such extension of the waiting period will not give rise to any withdrawal rights
not otherwise provided for by applicable law. See Section 4. It is a condition
to the Offer that the waiting period applicable under the HSR Act to the Offer
expire or be terminated. See Section 1 and Section 14.
The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of Shares by
Purchaser pursuant to the Offer and the Stock Purchase Agreement. At any time
before or after the purchase of Shares pursuant to the Offer and Stock Purchase
Agreement by Purchaser, the FTC or the Antitrust Division could take such action
under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of Shares pursuant to the
Offer and Stock Purchase Agreement or seeking the divestiture of Shares
purchased by Purchaser or the divestiture of substantial assets of CSG, the
Company or their respective subsidiaries. Private parties and state attorneys
general may also bring legal action under federal or state antitrust laws under
certain circumstances. Based upon an examination of information available to CSG
relating to the businesses in which CSG, the Company and their respective
subsidiaries are engaged, CSG and Purchaser believe that the Offer and the
transaction contemplated by the Stock Purchase Agreement will not violate the
antitrust laws. Nevertheless, there can be no assurance that a challenge to the
Offer on antitrust grounds will not be made or, if such a challenge is made,
what the result would be. See Section 14 for certain conditions to the Offer,
including conditions with respect to litigation.
CSG and AXA jointly expect to notify the Commission of the European Union of
the Offer on September 11, 2000 pursuant to the EC Merger Regulation. Purchaser
will be barred from consummating the Offer until the Transactions have been
declared compatible with the European Union common market by the Commission of
the European Union or the Commission of the European Union has failed to make a
decision within one month of the notification. The receipt of approval by the
Commission of the European Union or the expiration of the one month period is a
condition to the Offer. See Section 1 and Section 14.
The one month period begins to run one business day after notification has
been received by the Commission of the European Union, unless the Commission of
the European Union finds that the notification is materially incomplete in any
respect, in which case the one month period begins to run after the defect has
been cured. The Offer may be consummated after the one month period has ended,
unless the Commission of the European Union determines the Transactions may not
be
37
compatible with the European common market or in a substantial part of it, in
which case it would commence an in-depth investigation. If the Commission of the
European Union determines to commence an in-depth investigation, it must render
a decision on the merits of a transaction within four months of making such
determination.
A transaction would be declared incompatible with the common market by the
Commission of the European Union if it would create or strengthen a dominant
position as a result of which effective competition would be significantly
impeded in the common market or in a substantial part of it. Based upon an
examination of the information available to CSG and Purchaser relating to the
businesses in which CSG, the Company and their respective subsidiaries are
engaged, CSG and Purchaser believe that the Transactions contemplated by the
Stock Purchase Agreement will not create or strengthen a dominant position.
However, there can be no assurance that a challenge to the Offer on European
Union antitrust grounds will not be made or, if such a challenge is made, what
the result would be. See Section 14 for certain conditions to the Offer.
CSG and the Company conduct operations in a number of jurisdictions
domestically and abroad, and are members of a number of self-regulatory
organizations, with respect to which other regulatory filings or approvals may
be required or advisable in connection with the completion of the Merger. CSG
and the Company are currently in the process of reviewing whether filings or
approvals may be required or desirable in these jurisdictions which may be
material to CSG and the Company and its subsidiaries. None of these other
filings or approvals are conditions to Purchaser's obligation to accept for
purchase Shares tendered in the Offer. It is possible that one or more of these
filings may not be made, or one or more of these approvals, which are not as a
matter of practice required to be obtained prior to effectiveness of a merger
transaction, may not be obtained, prior to the Effective Time.
TRANSACTION WITH COMPANY DIRECTOR. Credit Suisse Hotingner, an indirect
subsidiary of CSG, made two personal loans in the aggregate amount of E657,000
to ▇▇▇▇▇ ▇▇▇▇▇▇▇, a director of the Company, in December of 1999. The full
amounts of the loans remain outstanding and are subject to interest at the rates
of 50 basis points over LIBOR and 55 basis points over LIBOR, respectively.
16. CERTAIN LITIGATION.
After the announcement of the Offer, two putative class actions were filed
in the Court of Chancery of the State of Delaware in and for New Castle County.
One was filed on August 30, 2000, and the other was filed on August 31, 2000.
The named plaintiffs in both actions are allegedly stockholders of the Company
who purport to represent classes consisting of all stockholders of the Company.
The defendants in both actions are the Company and the members of the Board of
Directors of the Company. The complaints allege that the defendants have
breached their fiduciary duties to the Company stockholders by structuring the
Offer such that certain employees will receive undue compensation. The
plaintiffs seek certification of their classes, relinquishment of the
compensation to be paid to the employees, and attorneys' fees and costs.
17. FEES AND EXPENSES.
Except as set forth below, Purchaser will not pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of Shares pursuant to
the Offer.
CSFBC is acting as Dealer Manager in connection with the Offer and has
provided certain financial advisory services to CSG and Purchaser in connection
with the acquisition of the Company. CSG has agreed to pay CSFBC reasonable and
customary compensation for such services. CSG has also agreed to reimburse CSFBC
for all reasonable out-of-pocket expenses incurred by CSFBC, including the
reasonable fees and expenses of legal counsel and to indemnify CSFBC against
liabilities under the federal securities laws.
38
Purchaser and CSG have retained ▇.▇. ▇▇▇▇ & Co., Inc., as the Information
Agent, and First Chicago Trust Company of New York, as the Depositary, in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, telex, telecopy, telegraph and personal interview and may
request banks, brokers, dealers and other nominee stockholders to forward
materials relating to the Offer to beneficial owners. As compensation for acting
as Information Agent in connection with the Offer, ▇.▇. ▇▇▇▇ & Co., Inc. will be
paid a fee of $15,000 for its services and will also be reimbursed for certain
out-of-pocket expenses and may be indemnified against certain liabilities and
expenses in connection with the Offer, including certain liabilities under the
federal securities laws.
Purchaser will pay the Depositary reasonable and customary compensation for
its services in connection with the Offer, plus reimbursement for out-of-pocket
expenses, and will indemnify the Depositary against certain liabilities and
expenses in connection therewith, including under federal securities laws.
Brokers, dealers, commercial banks and trust companies will be reimbursed by
Purchaser for customary handling and mailing expenses incurred by them in
forwarding material to their customers.
18. MISCELLANEOUS.
The Offer is being made solely by this Offer to Purchase and the related
Letter of Transmittal and is being made to holders of Shares. Purchaser is not
aware of any jurisdiction where the making of the Offer is prohibited by any
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with any such state statute. If, after such good faith
effort, Purchaser cannot comply with any such state statute, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of Purchaser by the Dealer Manager or
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER, CSG OR THE COMPANY NOT CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, CSG and Purchaser have filed with the Commission the Schedule TO,
together with exhibits, furnishing certain additional information with respect
to the Offer. The Schedule TO and any amendments thereto, including exhibits,
may be inspected at, and copies may be obtained from, the same places and in the
same manner as set forth in Section 7 (except that they will not be available at
the regional offices of the Commission).
DIAMOND ACQUISITION CORP.
Dated: September 8, 2000
39
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF CSG AND PURCHASER
1. DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE GROUP. The following
table sets forth the name, current business address, citizenship and present
principal occupation or employment, and material occupations, positions or
employments and business addresses thereof for the past five years of each
director and executive officer of Credit Suisse Group ("CSG"). Unless otherwise
indicated under such person's name, such person is a citizen of Switzerland.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to employment with CSG.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chairman of CSG since May 2000. Chief Executive Officer and member
Credit Suisse Group of the Executive Board of CSG since January 1997. Director of CSG
▇▇▇▇▇▇▇▇▇▇▇ ▇, P.O. Box 1 since December 1996. Chairman of the Board of Directors of Credit
CH 8070 Zurich, Switzerland Suisse First Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since March 2000 and Director since December 1996.
Chairman of the Board of Credit Suisse since March 2000 and
Director since December 1996. Chief Executive Officer and Managing
Director of Swiss Reinsurance Company, Mythenquai 50/60, 8022
Zurich, Switzerland, from 1994 to 1997 and Vice Chairman of the
Board of Directors since November 1996. Director of SAir Group,
Hirschengraben 84, 8000 Zurich, Switzerland, since September 1994.
Director of Assurances Generales de France, 87, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, from 1995 to 1996. Director of SAFR, Societe
Anonyme Francaise de Reassurance, Paris, France, from 1995 to 1996.
Director of SAFC, Societe Francaise d'Assurance de Credit, ▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, from 1995 to 1996. Director of Credit
Suisse Financial Products, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, from 1995 to 1995.
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director of CSG since May 1997. Director of Credit Suisse since
Zellweger Luwa Group 1997. Director of Credit Suisse First Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇.▇. Box 8700 8045 Zurich, Switzerland, since 1997. Chairman of the Board of
Kusnacht, Switzerland Directors of Zellweger Luwa Group, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since 1994. Director of Typon AG, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from 1995 to 1997. Director of Swiss
Reinsurance Company, Mythenquai 50/60, 8022 Zurich, Switzerland,
since 1993. Chairman of the Board of ▇▇▇▇▇▇▇▇▇ Group AG,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1992.
Director of ▇▇▇▇▇▇ ▇▇▇▇▇, Internationale Beteiligungen AG,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1991. Vice
Chairman of the Board of Sika Finanz AG, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1989. Director of ▇▇▇▇▇▇ Industries, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1987. Director of Conzzetta
Holding AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇
I-1
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
Zurich, Switzerland, since 1987. Chairman of the Board of Heer &
Co. AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since
1986. Chairman of the Board of Hesta Immobilien AG, 8047 Zurich,
Switzerland, since 1984. Vice Chairman of the Board and Chief
Executive Officer of Hesta AG and ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 1982.
▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Director of CSG since May 1997. Director of Credit Suisse since
Nestle S.A. February Director of Credit Suisse First Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since February 1999. Chief Executive
1800 Vevey Officer and Director of Nestle S.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, since June 1997. Director of Roche Holding S.A.,
Citizenship: Austria ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ May 2000.
Director of Gesparal S.A., Paris, France, since June 1997. Director
of L'Oreal S.A., Paris, France, since June 1997. Chairman of the
Board of Directors of Oesterreichische Nestle GmbH, Vienna,
Austria, from October 1993 to May 1998 and Director from May 1993
to May 1999.
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Director of CSG since May 1999. President and Chief Executive
SAir Group Officer of SAirGroup, Hirschengraben ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ since January 1997. Chief Operating Officer and Deputy President of
Swissair Group, Hirschengraben 84, 8000 Zurich, Switzerland, from
January 1996 to December 1996 and member of Executive Management of
Swissair Group from January 1995 to December 1995. Chairman of the
Board of SAirLines AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
since December 1997. Chairman of the Board of SAirServices AG,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since June 1996.
Chairman of the Board of SAirLogistics ▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇., ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since March 1996. Chairman of the Board
of SAirRelations AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
since June 1996. Chairman of the Board of Swissair Schweizerische
Luftverkehr-AG, ▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇., ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇ 1997. Chairman of the Board of Crossair AG,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since June 1996.
Chairman of the Board of Flightlease AG, ▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇., ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since July 1997. Director of Austrian Airlines
AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, since June 1996.
Director of Sabena, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
since June 1996. Director of Cargolux International SA, Luxembourg
Airport, 2990 Luxembourg, Luxembourg, since September 1997.
Director of South African Airways, Airway Park, 1627, Johannesburg,
South Africa, since January 2000. Director of RUAG, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since December 1998.
I-2
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Director of CSG since 1997. Director of Credit Suisse since 1998.
Avenue ▇▇▇▇-▇▇▇▇▇▇▇▇ 3 Director of Credit Suisse First Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇
P.O. Box 316 Zurich, Switzerland, since 1998. Chairman of the Board of Orof Food
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ S.A., ▇▇▇▇▇-▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1999. Director
of Compagnie Vaudoise d' Electricite, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1997. Director of Pargesa Holding S.A.,
Grand-▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1996. Director of
EOS-Energie Ouest Suisse, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since 1995. Director of AREMO S.A., ▇, ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1988. Director of
Transgaz S.A., ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
since 1986. Director of Romande Energie S.A., ▇▇▇ ▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1983. Director of Winterthur
Assurances, General ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since 1983. Director of Winterthur Vie, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1983. Director of
Sagrave Holding S.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since 1976. Director of Orior Holding S.A., ▇, ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1972. Director of ▇▇▇▇▇
Compagnie S.A., ▇▇, ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from
1996 to 2000. Director of OFA ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from 1990 to 1999.
Chairman of the Board of Caisse d'epargne du district de Vevey, 3,
av. ▇▇▇▇ ▇▇▇▇▇▇▇▇, 1800 Vevey, Switzerland, from 1968 to 1998.
▇▇▇▇▇▇ ▇▇▇▇▇ Director of CSG since May 1997. Vice Chairman of the Board and
Metropolitan Life Insurance Company Chief Investment Officer of Metropolitan Life Insurance Company,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since July 1998.
New York, New York 10010-3690 Director of Metropolitan Life Insurance Company since January 1997.
Director of MetLife, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ 10010-3690, since April 2000. Senior Executive Vice-President and
Chief Investment Officer of Metropolitan Life Insurance Company
from December 1995 to April 1997. Executive Vice-President and
Chief Investment Officer of Metropolitan Life Insurance Company
from September 1992 to December 1995.
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Director of CSG since 1994. Chairman of IDHEAP, ▇▇, ▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇-1022 Chavannes-pres-Renens, Switzerland, since 1997.
▇▇, ▇▇▇ ▇▇ Stand Chairman of Swiss Trade Initiative Middle East/North Africa
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (STIMENA), ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1995.
Director of Nestle, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
since 1994. Professor, Faculty of Economics, University of
Fribourg, Misericorde, 1700 Fribourg, Switzerland.
I-3
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chairman of Credit Suisse First Boston -- Private Equity, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since January 1997.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chairman of the Executive Board and Chief Executive Officer of
New York, New York 10010-3629 Credit Suisse First Boston, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, from 1989 to 1996. Director of Corning,
Citizenship: United States Incorporated, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, since
1989. Director of Long ▇▇▇▇ ▇▇▇▇▇▇'▇, P.O. Box 11988, Lexington,
Kentucky 40579, from 1997 to 1999. Director of Vitro S.A., Av.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Zozyaya 440, ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇., Monterrey, Mexico,
from 1992 to 1996.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director of CSG since May 1999. Director of Credit Suisse since
Swiss Reinsurance Company February 1999. Director of Credit Suisse First Boston,
Mythenquai ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since February
P.O. Box, 8022 1999. Managing Director of the Board of Swiss Reinsurance Company,
Zurich, Switzerland Mythenquai 50/60, P.O. Box, 8022 Zurich, Switzerland, since June
1998, Chief Executive Officer since January 1997, Member of the
Executive Board Committee since April 1995 and member of the
Executive Board since January 1993. Director of PartnerRe. Ltd.,
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, since August 1993.
Director of Euler, ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, since April
1996.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Director of CSG since May 1999. Chairman and Chief Executive
▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., LLC Officer of ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since 1970.
New York, New York 10017-3147
Citizenship: United States
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Director of CSG since 1989. Director of Credit Suisse from 1982 to
Holderbank Financiere Glaris Ltd. 1996. Chairman of the Board and the Executive Committee of
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Holderbank Financiere Glaris Ltd., ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, since 1984. Director of SAir Group, Hirschengraben 84,
8000 Zurich, Switzerland, since 1980 and Vice-Chairman of SAirGroup
since 1994. Director of Think Tools AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1999. Director of Xstrata AG,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1997.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director of CSG since 1997. Director of Credit Suisse Holding from
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ 1986 to 1996. Director of Credit Suisse from 1986 to 1996. Member
8810 ▇▇▇▇▇▇ of the Swiss Council of States, Bundeshaus Parlamentesgebaude,
Switzerland CH-3003 Bern, Switzerland, since 1996. Member of the Swiss National
Council, Bundeshaus Parlamentesgebaude, CH-3003 Bern, Switzerland,
from 1983 to 1995. Director of Nestle S.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇,▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1992. Director of SAirGroup,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since 1988. Director
of SV Service AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇,
I-4
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
Switzerland, since 1999. Director of Zurich Versicherungen,
Mythenquai 2, 8002 Zurich, Switzerland, from 1986 to 1996. Director
of Zurich Leben, Mythenquai 2, 8002 Zurich, Switzerland, from 1986
to 1996. Director of ▇▇▇▇-▇▇▇▇▇▇ AG, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 8055 Zurich,
Switzerland, from 1992 to 1998. Director of ▇▇▇▇-▇▇▇▇▇▇ Immobilien,
8055 Zurich, Switzerland, from 1992 to 1998.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Director of CSG since 1998. Director of Credit Suisse First Boston,
The Olayan Group ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from December 1995
111 Poseidonos Avenue to May 1998. President of The Olayan Group, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇. Box 70228 P.O. Box 70228, Glyfada, Athens 16610, Greece.
▇▇▇▇▇▇▇, Athens 16610, Greece
Citizenship: Canadian
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director of CSG since May 1997. Director of Credit Suisse since
Novartis International AG June 2000. Director of Credit Suisse First Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since June 2000. Chief Executive
4002 Basel, Switzerland Officer of Novartis AG, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
since December 1996 and Chairman since April 1999. Chief Executive
Officer, Chief Operating Officer and various management positions
of Sandoz AG, 4002 Basel, Switzerland, from 1988 to 1996.
▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice-Chairman of the Executive Board of CSG since January 1998.
Credit Suisse Group Chairman and Chief Executive Officer of Credit Suisse First Boston,
▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. Box ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from January 1997
CH 8070 Zurich, Switzerland to December 1997. President of the Executive Board of
Schweizerische Kreditanstalt,
▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from 1993 to December 1996.
Director of Xerox AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since May 1983. Director of Coca-Cola AG, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since June 1983. Director of Credit
Suisse First Boston International, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, since January 1990. Director of HIAG Holding AG,
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since April 1991. Director of
Hesta AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since November
1993. Director of Hesta Tex AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since June 1995. Director of Novartis AG, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since April 1996. Director of Credit
Suisse First Boston Private Equity, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, since March 1997. Director of Hotel Savoy
▇▇▇▇-en-▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since
April 1997. Director of Credit Suisse Group Services,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from January 1983 to
April 1996. Director of Clariant AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ,▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from July 1995 to June 1996. Director of
Konsum Verein
I-5
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
Zurich, Thiersteinerallee ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from May
1991 to May 1997. Director of Swiss American Corporation, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, from April 1982 to June 1997.
Director of Swiss American Securities, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, from April 1982 to June 1997. Director of
Societe Luxembourgeoise de Centrales Nucleaires S.A., ▇, ▇▇▇ ▇▇▇▇▇▇
▇'▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, from May 1983 to July 1997. Director of
Kraftwerk Laufenburg, P.O. Box, 5080 Laufenburg, Switzerland, from
June 1990 to January 1998. Director of Elektrizitats-Gesellschaft
Laufenburg AG, P.O. Box, 5080 Laufenburg, Switzerland, from January
1993 to January 1998. Director of Kraftubertragungswerke
Rheinfelden AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇/▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
from January 1991 to January 1998. Director of Elektrowatt AG,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from October 1987 to
February 1998. Director of Coca-Cola AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from February 1988 to September 1998.
Director of Alusuisse-Lonza Group AG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from April 1988 to May 1999. Director of EXOR
Group Societe Anonyme, ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, from
June 1984 to June 1999.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Director of CSG since August 1993. Member of the Executive Board of
Credit Suisse Asset Management CSG since December 1994. Chief Executive Officer of Credit Suisse
Beaufort House Asset Management, Beaufort House, ▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇.▇., since January 1997. Director of Capital Union, E.C.,
London, EC3A 7JJ U.K. P.O. Box 32514, Dubai, United Arab Emirates, since January 1997.
Chairman and Director of CS Trust and Banking Co. Ltd, Shiroyama
Citizenship: Australia Hills, Tokyo 105-6025, Japan, since September 1997. Chairman and
Director of Credit Suisse Asset Management Ltd, Shiroyama Hills,
Tokyo 105-6025, Japan, since January 1999. Chairman of Credit
Suisse Asset Management (Australia) Ltd., Level 32 Gateway, Sydney
NSW 2000, Australia, since January 1997. Chairman of Credit Suisse
Asset Management (UK) Holding Ltd., Beaufort House, ▇▇, ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ U.K., since January 1997.
▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer of Credit Suisse Banking, ▇▇▇▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since April 2000. Chief of Staff and
Paradeplatz 8, P.O. Box 1 Chief Communications Officer of CSG from January 1997 to March
CH 8070 Zurich, Switzerland 2000. Head of Domestic Banking Region for retail, private and
corporate banking of Schweizerische Kreditanstalt, ▇▇▇▇▇▇▇▇▇▇▇ ▇,
▇.▇. Box 1, 8070 Zurich, Switzerland, from 1993 to December 1996.
I-6
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Executive Officer of Credit Suisse Private Banking and member
Credit Suisse of the Executive Board of CSG since March 1998. Member of the
▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. Box 1 Executive Board and Head of Global Trading Credit of Credit Suisse
CH 8070 Zurich, Switzerland First Boston from January 1997 to February 1998.
Citizenship: Germany
▇▇▇▇▇▇ ▇. ▇▇▇▇ Chief Financial Officer and member of the Executive Board of CSG
Credit Suisse Group since April 1999. Chief Financial Officer and member of the
▇▇▇▇▇▇▇▇▇▇▇ ▇, P.O. Box 1 Operations Committee of Credit Suisse Asset Management, Beaufort
CH 8070 Zurich, Switzerland House, ▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, from
1997 to March 1996. Managing Director, Investment Banking Financial
Citizenship: United States Institutions Group of Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, from 1985 to 1996. Chairman of
the Board of Credit Suisse Group Services AG, c/o Credit Suisse
Group, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since May 1999.
Chairman of the Board of CS Holding Finance B.V., ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, since January 1999.
Chairman of the Board of Inreska Limited, IRM House, ▇▇ ▇▇▇▇▇▇▇,
St. ▇▇▇▇▇ Port, Guernsey GY1 1BR since April 1999. Chairman of the
Board of PE Portfolio Investment Holding, Zug, Switzerland, since
May 1999.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Vice Chairman of the Executive Board, Chief Financial Officer and
Credit Suisse First Boston Director of Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ since April 1999 and member of the Executive
New York, New York 10010 Board since May 1995. Member of the Executive Board since January
1997 and Chief Financial Officer of CSG from January 1997 to April
Citizenship: United States 1999. Managing Director of Credit Suisse First Boston since 1987.
Chairman of the Board of Credit Suisse Group Services,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from February 1997 to May
1999.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Member of the Executive Board of CSG since October 1997. Chief
Winterthur Insurance Company Executive Officer of Winterthur Insurance Company, General
General ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ Winterthur, Switzerland 1997. Director of McKinsey & Company, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, from 1996 to 1997; Principal of McKinsey & Company,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, from 1991 to 1996.
Chairman of Credit Suisse Italy S.p.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇ 1999. Member of the Advisory Board of IBM Europe
Middle East Africa, Paris S.A., ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇. Director of Syngenta AG, 4000 Basel,
Switzerland, since 2000. Director of INA Istituto Nazionale delle
Assicurazioni S.p.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, from
April 1999 to December 1999.
I-7
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman of the Executive Board and Chief Executive Officer of
Credit Suisse First Boston Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, since 1998 and President and Chief Operating Officer of
New York, New York 10010-3629 Credit Suisse First Boston from 1993 to 1998. Chairman of Credit
Suisse Financial Products, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇: United States Kingdom, from 1996 to 1999. Executive Vice Chairman of the Board of
Credit Suisse Financial Products from 1995 to 1996. President and
Chief Executive Officer of Credit Suisse Financial Products from
1990 to 1995.
2. DIRECTORS AND EXECUTIVE OFFICERS OF DIAMOND ACQUISITION CORP. The
following table sets forth the name, current business address, citizenship and
present principal occupation or employment, and material occupations, positions
or employments and business addresses thereof for the past five years of each
director and executive officer of Diamond Acquisition Corp. Unless otherwise
indicated under such person's name, such person is a citizen of the United
States. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with CSG.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Director, President and Chief Executive Officer of Diamond
Credit Suisse First Boston Acquisition Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ since August 29, 2000. Chairman of the Executive Board and Chief
New York, New York 10010-3629 Executive Officer of Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, since 1998 and President and Chief
Operating Officer of Credit Suisse First Boston from 1993 to 1998.
Chairman of Credit Suisse Financial Products, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, from 1996 to 1999. Executive Vice
Chairman of the Board of Credit Suisse Financial Products from 1995
to 1996. President and Chief Executive Officer of Credit Suisse
Financial Products from 1990 to 1995.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director, Secretary and General Counsel of Diamond Acquisition
Credit Suisse First Boston Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, since August
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇. General Counsel and Executive Vice-President of Legal and
New York, New York 10010-3629 Regulatory Affairs of Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since May 1997. Attorney for
Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, from September 1969 to May 1997.
I-8
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME AND CURRENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS AND BUSINESS ADDRESS THEREOF
--------------------------------- -------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director, Chief Financial Officer and Treasurer of Diamond
Credit Suisse First Boston Acquisition Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since August 29, 2000. Vice Chairman of the Executive
New York, New York 10010-3629 Board, Chief Financial Officer and Director of Credit Suisse First
Boston, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ since April
1999 and member of the Executive Board since May 1995. Member of
the Executive Board since January 1997 and Chief Financial Officer
of CSG from January 1997 to April 1999. Managing Director of Credit
Suisse First Boston since 1987. Chairman of the Board of Credit
Suisse Group Services, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
from February 1997 to May 1999.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director and Vice-President of Diamond Acquisition Corp.,
Credit Suisse First Boston ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, since August 29,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 2000. Managing Director of Credit Suisse First Boston (Europe)
London E14 4QJ, United Kingdom Limited, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, since
September 1997 and of Credit Suisse First Boston (Hong Kong)
Citizenship: United Kingdom Limited, One Exchange Square, 9th Floor, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇, from February 1990 to September 1997.
I-9
SCHEDULE II
SCHEDULE OF TRANSACTIONS IN SHARES
DURING THE PAST 60 DAYS
None.
II-1
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
First Chicago Trust Company of New York
By Overnight By Mail: By Hand:
Delivery:
Corporate Actions Corporate Actions c/o Securities Transfer and
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ P.O. Box 842010 Reporting Services, Inc.
Braintree, MA 02184 Boston, MA 02284-2010 Attention: Corporate Actions
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
▇.▇. ▇▇▇▇ & Co., Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
New York, NY 10005
Bankers and Brokers Call Collect: (▇▇▇) ▇▇▇-▇▇▇▇
All Others Call Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇
The Dealer Manager for the Offer is:
Credit Suisse First Boston Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Call Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇
