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Credit Suisse (USA) Inc – ‘PRE 14A’ for 4/22/98

As of: Thursday, 3/12/98 · For: 4/22/98 · Accession #: 950136-98-481 · File #: 1-06862

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/12/98  Credit Suisse (USA) Inc           PRE 14A     4/22/98    1:99K                                    Capital Systems 01/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy                                     32    163K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Approval of Amendment to Restated Certificate of Incorporation Certain Relationships and Related Transactions Common Stock Performance Compensation and Management Committee Election of Directors Employees' Securities Company John S. Chalsty Ratification of Independent Auditors Security Ownership of Certain Beneficial Holders and Management
1	1st Page - Filing Submission
2	John S. Chalsty
6	Item 1:. Election of Directors
16	Compensation and Management Committee
17	Common Stock Performance
18	Security Ownership of Certain Beneficial Holders and Management
21	Item 2:. Approval of Amendment to Restated Certificate of Incorporation
22	Item 3:. Ratification of Independent Auditors
23	Certain Relationships and Related Transactions
24	Employees' Securities Company

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SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant  [X]                                                    
Filed by a Party other than the Registrant  [ ]                                 

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement         [ ] Confidential, for Use             
                   of the Commission
[ ] Definitive Proxy Statement          Only (as permitted)                   
[ ] Definitive Additional Materials                                           
by Rule 14a-6(c)(2))                                                  
[ ] Soliciting Material Pursuant to                                           
Rule 14a-11(c) or Rule 14a-12                                         

DONALDSON, LUFKIN & JENRETTE, INC.
----------------------------------
(Name of Registrant as Specified in Its Charter)  

--------------------------------------------------  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                          
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.  

(1) Title of each class of securities to which transaction applies:     
     -----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        
     -----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed    
   pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):        
     -----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    
     -----------------------------------------------------------------------
(5) Total fee paid:                                                     
     -----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.                           
[ ] Check box if any part of the fee is offset as provided by Exchange Act    
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                             
     -----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       
     -----------------------------------------------------------------------
(3) Filing Party:                                                       
     -----------------------------------------------------------------------
(4) Date Filed:                                                         
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DONALDSON, LUFKIN & JENRETTE, INC.  
277 PARK AVENUE 
NEW YORK, NEW YORK 10172  

March 23, 1998                                                                  

Dear Stockholder:                                                               

You are cordially invited to attend the 1998 Annual Meeting of        
Stockholders of Donaldson, Lufkin & Jenrette, Inc. The meeting will be held at  
the Company's offices, 8th Floor, 277 Park Avenue, New York, New York 10172, on 
Wednesday, April 22, 1998 at 10:00 a.m., New York City time.                    

The business of the meeting will be to (i) elect directors to the     
Company's Board of Directors, (ii) vote on an amendment to the Company's        
Restated Certificate of Incorporation to increase the number of authorized      
shares of common stock from 150,000,000 to 300,000,000 and the number of        
authorized shares of preferred stock from 25,000,000 to 50,000,000 and (iii)    
ratify the appointment of KPMG Peat Marwick LLP as the Company's independent    
auditors for the fiscal year ending December 31, 1998. Information on these     
matters can be found in the accompanying proxy statement.                       

Whether or not you plan to attend the meeting in person, your shares  
should be represented and voted at the meeting. Accordingly, after reading the  
enclosed proxy statement, kindly mark the proxy card to indicate your vote,     
date and sign the proxy card, and return it in the enclosed postage-paid        
envelope as soon as conveniently possible. If you desire to vote in accordance  
with management's recommendations, you need not mark your votes on the proxy    
card but need to sign, date and return it in the enclosed postage-paid envelope 
in order to record your vote. If you later decide to attend the meeting and     
wish to vote your shares personally, you may revoke your proxy at any time      
before it is exercised.                                                         

Sincerely,

     John S. Chalsty
           Chairman of the Board

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DONALDSON, LUFKIN & JENRETTE, INC.  

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of                                                          
Donaldson, Lufkin & Jenrette, Inc.:                                           

    Notice is hereby given that the 1998 Annual Meeting (the "Annual Meeting")
of the stockholders of Donaldson, Lufkin & Jenrette, Inc. (the "Company") will  
be held at the Company's offices, 8th Floor, 277 Park Avenue, New York, New     
York 10172, on Wednesday, April 22, 1998, at 10:00 a.m., New York City time,    
for the following purposes:                                                     

1. To elect all of the members of the Company's Board of Directors to 
serve until the Company's next annual meeting and until such directors'         
successors are elected and shall have qualified.                                

2. To consider and vote upon an amendment to the Company's Restated   
Certificate of Incorporation to increase the number of authorized shares of     
common stock from 150,000,000 to 300,000,000 and the number of authorized       
shares of preferred stock from 25,000,000 to 50,000,000.                        

3. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.              

   4. To transact such other business as may properly come before the Annual
Meeting or at any adjournments thereof.                                         

 A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Only stockholders of record at the close of 
business on March 9, 1998 are entitled to notice of, and to vote at, the Annual 
Meeting and at any adjournments thereof.                                        

                                      BY ORDER OF THE BOARD OF DIRECTORS

                     Marjorie S. White
             Secretary

March 23, 1998                                                                  

PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL INSURE 
THAT YOUR SHARES ARE VOTED IN ACCORDANCE WITH YOUR WISHES.  

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DONALDSON, LUFKIN & JENRETTE, INC.  
277 PARK AVENUE 
NEW YORK, NEW YORK 10172  

----------------------  

PROXY STATEMENT   

----------------------  
This Proxy Statement is being furnished in connection with the        
solicitation by the Board of Directors of Donaldson, Lufkin & Jenrette, Inc., a 
Delaware corporation (the "Company"), of proxies to be voted at the 1998 annual 
meeting of stockholders to be held on Wednesday, April 22, 1998 at 10:00 a.m.,  
New York City time, at the Company's offices, 8th Floor, 277 Park Avenue, New   
York, New York 10172, and at any adjournments thereof (the "Annual Meeting").   
The Notice of Annual Meeting, this Proxy Statement and the accompanying proxy   
card are first being mailed to stockholders on or about March 23, 1998, to all  
stockholders entitled to vote at the Annual Meeting.                            

At the Annual Meeting, the Company's stockholders will be asked (i) to
elect the following persons as directors of the Company to serve until the      
Company's next annual meeting and until such directors' successors are elected  
and shall have qualified: John S. Chalsty, Joe L. Roby, Anthony F. Daddino,     
Hamilton E. James, Richard S. Pechter, Theodore P. Shen, Henri de Castries,     
Denis Duverne, Louis Harris, Henri G. Hottinguer, W. Edwin Jarmain, Francis     
Jungers, Edward D. Miller, W.J. Sanders III, Stanley B. Tulin and John C. West, 
(ii) to approve an amendment to the Company's Restated Certificate of           
Incorporation increasing the number of authorized shares of the Company's       
common stock, par value $.10 (the "Common Stock"), from 150,000,000 to          
300,000,000 and the number of authorized shares of the Company's preferred      
stock (the "Preferred Stock") from 25,000,000 to 50,000,000, (iii) to ratify    
the appointment of KPMG Peat Marwick LLP as the Company's independent auditors  
for the fiscal year ending December 31, 1998, and (iv) to take such other       
action as may properly come before the Annual Meeting or any adjournments       
thereof.                                                                        

GENERAL INFORMATION 

SOLICITATION AND VOTING OF PROXIES; REVOCATION; RECORD DATE                     

    All proxies duly executed and received by the Company will be voted on all
matters presented at the Annual Meeting in accordance with the instructions     
given therein by the person executing such proxy or, in the absence of such     
instructions, will be voted in favor of the election to the Company's Board of  
Directors of the sixteen nominees for director identified in this Proxy         
Statement, the amendment of the Company's Restated Certificate of Incorporation 
increasing the number of authorized shares of Common Stock from 150,000,000 to  
300,000,000 and the number of authorized shares of Preferred Stock from         
25,000,000 to 50,000,000, and (iii) the ratification of the appointment of KPMG 
Peat Marwick LLP as the Company's independent auditors for the fiscal year      
ending December 31, 1998. Any stockholder may revoke his or her proxy at any    
time prior to the Annual Meeting before it is voted by written notice to such   
effect delivered to the Company at 277 Park Avenue, New York, New York 10172,   
Attention: Marjorie S. White, Secretary, by delivery prior to the Annual        
Meeting of a subsequently dated proxy or by attending the Annual Meeting and    
voting in person.                                                               

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Solicitation of proxies may be made by mail and may also be made by   
personal interview, telephone and facsimile transmission, and by directors,     
officers and regular employees of the Company without special compensation      
therefor. The expenses of the preparation of proxy materials and the            
solicitation of proxies for the Annual Meeting will be paid by the Company. The 
Company expects to reimburse banks, brokers and other persons for their         
reasonable out-of-pocket expenses in handling proxy materials for beneficial    
owners, which expenses are expected to amount in aggregate to approximately     
$25,000.                                                                        

  Only holders of record of Common Stock at the close of business on March
9, 1998 (the "Record Date") will be entitled to notice of and to vote at the    
Annual Meeting. At the close of business on the Record Date, there were issued  
and outstanding 58,358,714 shares of Common Stock each of which is entitled to  
one vote.                                                                       

    A quorum for the Annual Meeting consists of a majority of the total number
of shares of Common Stock outstanding on the Record Date. Directors of the      
Company will be elected by a plurality vote of the shares of Common Stock       
represented at the Annual Meeting and entitled to vote. Accordingly,            
abstentions and broker non-votes will not affect the outcome of the election.   
The affirmative vote of a majority of the shares of Common Stock issued and     
outstanding is required for approval of the amendment to the Company's Restated 
Certificate of Incorporation increasing the number of authorized shares of      
Common Stock to 300,000,000 and increasing the number of authorized shares of   
Preferred Stock to 50,000,000. Accordingly, an abstention or broker non-vote    
will have the same effect as a negative vote. The affirmative vote of a         
majority of the shares of Common Stock represented at the Annual Meeting and    
entitled to vote is required for the ratification of the appointment of KPMG    
Peat Marwick LLP as the Company's independent auditors for the fiscal year      
ending December 31, 1998. On such item, an abstention will have the same effect 
as a negative vote, but, because shares held by brokers will not be considered  
entitled to vote on matters as to which the brokers withhold authority, a       
broker non-vote will have no effect on the vote.                                

As of March 1, 1998, The Equitable Companies Incorporated ("EQ" and,  
together with its subsidiaries other than the Company, "Equitable")             
beneficially owned an aggregate of 42,635,000 shares of Common Stock,           
representing approximately 73.1% of the total number of shares of Common Stock  
outstanding. AXA-UAP ("AXA") beneficially owns 85,000 shares of Common Stock.   
AXA is the largest shareholder of EQ and, therefore, may be considered to       
beneficially own 42,720,000 shares of Common Stock, representing 73.2% of the   
total number of shares of Common Stock outstanding. See "Security Ownership of  
Certain Beneficial Holders and Management." The affirmative vote of the shares  
of Common Stock beneficially owned by EQ is sufficient to ensure election of    
the nominees to the Board of Directors named herein, approval of the amendment  
to the Company's Restated Certificate of Incorporation increasing the number of 
authorized shares of Common Stock to 300,000,000 and the number of authorized   
shares of Preferred Stock to 50,000,000 and ratification of the appointment of  
KPMG Peat Marwick LLP as the Company's independent auditors for the fiscal year 
ending December 31, 1998.                                                       

 THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR OF THE COMPANY (AS      
SPECIFIED BELOW), APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF     
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO     
300,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK TO           
50,000,000 AND THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS  
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,      
1998.                                                                           

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ITEM 1: ELECTION OF DIRECTORS 

    All the Company's directors will be elected at the Annual Meeting to serve
until the next succeeding annual meeting of the Company and until their         
successors are elected and shall have qualified. All the nominees listed below  
are currently serving as members of the Board of Directors and, except as       
stated in the subsequent paragraph, the proxies solicited hereby will be voted  
FOR the election of such nominees unless the completed proxy card directs       
otherwise.                                                                      

  The Board of Directors has been informed that all of the nominees listed
below are willing to serve as directors, but if any of them should decline or   
be unable to act as a director, the individuals named in the proxies may vote   
for a substitute designated by the Board of Directors. The Company has no       
reason to believe that any nominee will be unable or unwilling to serve.        

NOMINEES FOR ELECTION AS DIRECTORS                                              

The name, age, principal occupation for the last five years, selected 
biographical information and period of service as a director of the Company of  
each nominee are set forth below.                                               

  JOHN S. CHALSTY (64) was elected Chairman of the Board of the Company in
February 1996. Mr. Chalsty was Chief Executive Officer of the Company from 1986 
until February 1998, and also served as President of the Company from 1986      
until February 1996, after having served as Chairman of the Company's Capital   
Markets Group for more than two years. Mr. Chalsty joined the firm in 1969 as   
an oil analyst. He was named Director of Research in 1971, was appointed head   
of investment banking in 1979, and was named Chairman of the Capital Markets    
Group in 1984. Mr. Chalsty has been a director of the Company since 1971 and is 
also a director of EQ, IBP, Inc. and Occidental Petroleum Corporation. He has   
been a member of the Executive Committee of AXA since January 1997. From 1990   
to 1994 Mr. Chalsty served as Vice Chairman of the New York Stock Exchange,     
Inc.                                                                            

JOE L. ROBY (58) was elected Chief Executive Officer of the Company in
February 1998 and has also served as President of the Company since February    
1996. He served as Chief Operating Officer of the Company from November 1995    
until February 1998. Previously, Mr. Roby had served as Chairman of the         
Company's Banking Group since 1989. Mr. Roby joined the Company as a Vice       
President in the Investment Banking Group in 1972 and became head of the group  
in 1984. Mr. Roby has been a director of the Company since 1989. He is also a   
director of Advanced Micro Devices, Inc. and Sybron International Corporation.  

  ANTHONY F. DADDINO (57) was appointed Executive Vice President and Chief
Financial Officer of the Company in 1983 and also serves as Chairman of the     
Finance Committee. Mr. Daddino has been a director of the Company since 1985.   
He joined the Company in 1976 from the accounting firm of Peat, Marwick,        
Mitchell & Co. where he was a Partner. He served as the Company's Chief         
Accountant and as a Group Managing Director prior to 1983. He is also a         
director of International Commodities Export Corp.                              

HAMILTON E. JAMES (47) was appointed Chairman of the Company's Banking
Group in November 1995. Mr. James joined the Company as an Associate in the     
Investment Banking Group in 1975 and since then has held various executive      
positions in the group until his appointment as Chairman of the Banking Group.  
Mr. James has been a director of the Company since February 1996. He is also a  
director of Costco Companies Inc.                                               

3 

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   RICHARD S. PECHTER (52) was appointed Chairman of the Company's Financial
Services Group in 1987. Mr. Pechter joined the Company in 1969 as a research    
analyst and has held various executive positions at the Company since then,     
including Chief Financial Officer, Executive Vice President and Chief           
Administrative Officer, and Chief Executive Officer of the Company's Pershing   
Division ("Pershing"). Mr. Pechter has been a director of the Company since     
1979. He is also Vice Chairman of the Securities Industry Association.          

THEODORE P. SHEN (53) was appointed Chairman of the Company's Capital 
Markets Group in 1986. Mr. Shen joined the Company in 1968 as a research        
analyst and has held various executive positions at the Company since then,     
including Senior Vice President of Corporate Planning, Director of Research and 
Managing Director of the Equities division. Mr. Shen has been a director of the 
Company since 1984.                                                             

  HENRI DE CASTRIES (43) has been a director of the Company since 1993. In
February 1998, Mr. de Castries was elected Chaiman of the Board of EQ effective 
April 1, 1998. Mr. de Castries has been Senior Executive Vice President         
Financial Services and Life Insurance Activities of AXA since 1996. Prior       
thereto, Mr. de Castries was Executive Vice President Financial Services and    
Life Insurance Activities from 1993 to 1996, General Secretary from 1991 to     
1993 and Central Director of Finances from 1989 to 1991 of AXA S.A. He is also  
a director or officer of various subsidiaries and affiliates of the AXA Group.  
He has been director of EQ since May 1994 and The Equitable Life Assurance      
Society of the United States ("Equitable Life"), a wholly-owned subsidiary of   
EQ, since September 1993. He is also a director of Alliance Capital Management  
Corporation ("Alliance"), the general partner of Alliance Capital Management,   
L.P.                                                                            

    DENIS DUVERNE (44) has been a director of the Company since February 1997.
Mr. Duverne has been Senior Vice President-International Life of AXA since      
1995. Prior to that Mr. Duverne was a member of the Executive Committee,        
Operations of Banque Colbert from 1992 to 1995. Mr. Duverne was Secretary       
General of Compagnie Financiere IBI from 1991 to 1992. Mr. Duverne worked for   
the French Ministry of Finance serving as Deputy Assistant Secretary for Tax    
Policy from 1988 to 1991 and director of the Corporate Taxes Department from    
1986 to 1988. Mr. Duverne is also a Director of Alliance, Equitable Real        
Estate, AXA Equity & Law Life Assurance Society plc ("AXA Equity & Law") and    
AXA Levenzverzekeringen (Nederlands).                                           

LOUIS HARRIS (76) has been a director of the Company since 1995. Mr.  
Harris has been an independent public opinion consultant since 1992. Prior      
thereto, Mr. Harris was President of Louis Harris and Associates, Inc., an      
opinion research company he founded in 1956. Mr. Harris had previously served   
on the Board of Directors of the Company from 1971 to 1985 and had been an      
Advisory Director of the Company from 1985 until his re-election to the Board   
in 1995.                                                                        

 HENRI G. HOTTINGUER (62) has been a director of the Company since 1992.
Mr. Hottinguer has been a partner of Hottinguer & Company since 1968 and he is  
also Chairman and Chief Executive Officer of Banque Hottinguer and Societe      
Financiere pour le Financement de Bureaux et d'Usines-Sofibus. Mr. Hottinguer   
is also Chairman of the Supervisory Board of Credit Swisse Hottinguer, Vice     
President and Director of Financiere Hottinguer, a director of Investissement   
Hottinguer S.A., AXA and of various subsidiaries and affiliates of the AXA      
Group, representative of Financiere SGTE at the board of Schneider S.A., the    
Partner of Hottinguer & Cie Zurich, Chairman of the Board of Hottinguer Capital 
Corp., and a director of Swiss Helvetia Fund, Inc. and Hottinguer US Inc.       

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  W. EDWIN JARMAIN (59) has been a director of the Company since 1992. Mr.
Jarmain is President of Jarmain Group Inc. (a private investment holding        
company), a position he has held since 1979, and is also an officer and         
director of several affiliated companies. He is also a director of EQ,          
Equitable Life, AXA Insurance (Canada), Anglo Canada General Insurance Company, 
AXA Pacific Insurance Company and an alternate director of National Mutual Asia 
Limited and National Mutual Insurance Company Limited of Hong Kong. Mr. Jarmain 
serves as non-executive Chairman and director of FCA International Ltd.         
(financial collection services) and served as President, CEO and director       
during 1992 and 1993.                                                           

 FRANCIS JUNGERS (71) has been a director of the Company since 1995. Mr.
Jungers is an independent consultant on energy and the Middle East and has been 
so since 1978 when he retired as Chairman of the Board and Chief Executive      
Officer of Arabian American Oil Company, an oil producing company with which    
Mr. Jungers was associated for over thirty years. Mr. Jungers had previously    
served on the Board of Directors of the Company from 1978 to 1985 and had been  
an Advisory Director of the Company from 1985 until his re-election to the      
Board in 1995. Mr. Jungers is also a director of the AES Corporation,           
Georgia-Pacific Corporation, Thermo Ecotek Corporation, Thermo Electron         
Corporation and Thermo Quest, Inc.                                              

 EDWARD D. MILLER (57) has been a director of the Company since November
1997. Mr. Miller has been President and Chief Executive Officer of EQ since     
August 1997. He was President of Equitable Life from August 1997 to January     
1998 and has been a director and Chief Executive Officer since August 1997 and  
Chairman since January, 1998. He is also a Senior Executive Vice President of   
AXA. Mr. Miller was Senior Vice Chairman of Chase Manhattan Corporation from    
1995 to 1997, and President of Chemical Bank (which merged into Chase in 1996)  
from 1994 to 1996 and its Vice Chairman from 1991 to 1994. He is currently a    
director of Alliance and KeySpan Energy Corporation (formerly Brooklyn Union    
Gas Co.).                                                                       

  W.J. SANDERS III (61) has been a director of the Company since 1995. Mr.
Sanders is Chairman of the Board and Chief Executive Officer of Advanced Micro  
Devices, Inc., a semiconductor manufacturer he founded in 1969. Mr. Sanders had 
previously served on the Board of Directors of the Company from 1979 to 1985    
and had been an Advisory Director of the Company from 1985 until his            
re-election to the Board in 1995.                                               

   STANLEY B. TULIN (48) has been a director of the Company since June 1997.
He has been Executive Vice President of EQ since 1996 and its Chief Financial   
Officer since May 1997. He has been Director, Chairman, President and Chief     
Executive Officer of Equitable Capital Management Corporation since June 1997,  
Director, Executive Vice President and Chief Financial Officer of Equitable     
Investment Corporation since June 1997 and Chairman, President, Chief Executive 
Office and Chief Financial Officer of ACMC, Inc. since July 1997. Mr. Tulin has 
been Vice Chairman and Director of Equitable Life since February 1998, Senior   
Executive Vice President from 1996 to February 1998 and Chief Financial Officer 
since 1996. Mr. Tulin was Chairman of the Insurance Consulting and Actuarial    
practice, Coopers & Lybrand from 1988 to 1996 and a Principal of Milliman and   
Robertson, Inc. from 1971 to 1988. He is currently a director of Alliance.      

   JOHN C. WEST (75) has been a director of the Company since 1995. Mr. West
is an attorney who has served as the United States Ambassador to the Kingdom of 
Saudi Arabia and as Governor of the State of South Carolina. Mr. West had       
previously served on the Board of Directors of the Company from 1981 to 1985    
and had been an Advisory Director of the Company from 1985 until his            
re-election to the Board in 1995. Mr. West is Chairman of the Board of Seibels  
Bruce Group, Inc. He is also Distinguished Professor of Middle East Studies at  
the University of South Carolina.                                               

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THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT     
STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR       
LISTED ABOVE.                                                                   

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS                               

The Board of Directors has a standing Audit Committee (the "Audit     
Committee") and a standing Compensation and Management Committee (the           
"Compensation and Management Committee"). The Company does not currently have a 
standing nominating committee.                                                  

  The Audit Committee currently consists of Messrs. Jungers (Chairman) and
Jarmain. Among other things, the Audit Committee makes recommendations to the   
Board of Directors regarding the engagement of the Company's independent        
auditors, reviews the plan, scope and results of the audit, reviews with the    
auditors and management the Company's policies and procedures with respect to   
internal accounting and financial controls and reviews changes in accounting    
policy and the scope of the non-audit services which may be performed by the    
Company's independent auditors.                                                 

 The Compensation and Management Committee currently consists of Messrs.
West (Chairman), Harris and Jarmain. The Compensation and Management Committee  
has primary responsibility for all aspects of executive officer compensation    
and benefits, including salaries and grants and awards under the Company's 1995 
Restricted Stock Unit Plan, 1996 Stock Option Plan and 1996 Incentive           
Compensation Plan.                                                              

 During 1997, the Board of Directors held six meetings, the Compensation
and Management Committee held four meetings and the Audit Committee held three  
meetings. During 1997, each of the directors attended at least seventy-five     
percent of the meetings of the Board of Directors or Committees held during the 
period that he was a director except Mr. Shen, who missed 2 of the 6 meetings   
he was eligible to attend, Mr. Hottinguer, who missed 3 of the 6 meetings he    
was eligible to attend and Mr. Bebear, who missed 4 of the 6 meetings he was    
eligible to attend.                                                             

COMPENSATION OF DIRECTORS                                                       

   The Company's policy is not to pay compensation to directors who are also
employees of the Company, Equitable or any affiliates of Equitable. The         
Company's policy is to pay independent directors an annual retainer of $25,000  
plus $1,000 for each Board Meeting attended and $500 for each meeting of a      
committee of the Board attended. Under the Company's 1996 Non-Employee          
Directors Stock Plan, on November 21, 1996 and April 16, 1997 each independent  
director was granted an option to purchase 4,000 shares of Company stock. In    
addition, under that plan each eligible director will receive an annual option  
grant to purchase 4,000 shares of Company stock at the end of each Annual       
Meeting of Stockholders. Each option will have an exercise price equal to the   
fair market value of a share of Common Stock as of the date of grant, will vest 
and be exercisable with respect to one fourth of the covered shares on each of  
the first four anniversaries of the date of grant and will have a ten-year      
term. Except for a person whose service as a director is terminated for cause,  
after a person ceases to be a director options remain exercisable for various   
periods, depending on the reason for the termination.                           

EXECUTIVE COMPENSATION AND BENEFIT PLANS  

EXECUTIVE COMPENSATION                                                          

    The following table sets forth the compensation paid by the Company to its
Chief Executive Officer and each of the Company's four other most highly        
compensated executive officers based on 1997 salary                             

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and annual bonuses (collectively, the "Named Executive Officers") who were      
serving as executive officers at the end of the fiscal year ended December 31,  
1997.                                                                           

SUMMARY COMPENSATION TABLE  

                                                        [Enlarge/Download Table]

                                                   ANNUAL COMPENSATION                 
                                     ------------------------------------------------  
                                                                          OTHER        
                                        SALARY         BONUS             ANNUAL        
NAME AND PRINCIPAL POSITION    YEAR     ($)(1)         ($)(1)        COMPENSATION $    
                                                                                       
John S. Chalsty (6) ......... 1997    $500,000     $12,500,000     $  155,400 (8)      
 Chairman & Chief             1996     500,000      10,000,000        167,645 (8)      
 Executive Officer            1995     500,000       7,000,000        159,496 (8)      

Joe L. Roby (6) ............. 1997     175,000       9,500,000     $  107,664 (9)      
 President and                1996     175,000       8,500,000         97,672 (9)      
 Chief Operating Officer      1995     175,000               0(7)      62,190 (9)      

Carl B. Menges .............. 1997     190,000       1,000,000         41,101 (10)     
 Vice Chairman                1996     190,000       1,000,000         55,324 (10)     
                              1995     190,000       1,000,000         26,318 (10)     

Anthony F. Daddino .......... 1997     175,000       3,750,000         25,201 (11)     
 Executive Vice President     1996     175,000       3,000,000         27,112 (11)     
 & Chief Financial Officer    1995     175,000       3,000,000         28,936 (11)     

Michael M. Bendik ........... 1997     140,000         950,000         10,467 (12)     
 Senior Vice President &      1996     140,000         850,000         10,527 (12)     
 Chief Accounting Officer     1995     140,000         750,000         14,402 (12)     


                                               LONG-TERM COMPENSATION                  
                              ---------------------------------------------------------
                                RESTRICTED    OPTIONS/       LTIP                      
                                   STOCK        SARS       PAYOUTS        ALL OTHER    
NAME AND PRINCIPAL POSITION    AWARDS($)(2)    (#)(3)       ($)(4)     COMPENSATION (5)
                                                                                       
John S. Chalsty (6) .........           --         --             --  $369,886         
 Chairman & Chief                       --         --             --   695,447         
 Executive Officer              $9,705,393    636,357             --   144,184         

Joe L. Roby (6) .............           --         --    $ 2,414,243   163,797         
 President and                          --    250,000     23,983,762   403,765         
 Chief Operating Officer         7,279,065    477,268     11,083,075        --         

Carl B. Menges ..............           --         --      1,018,426    46,845         
 Vice Chairman                          --         --        672,534   151,466         
                                 1,010,988     66,287      2,209,923        --         

Anthony F. Daddino ..........           --         --      1,823,705   193,093         
 Executive Vice President               --         --      6,996,750   242,702         
 & Chief Financial Officer       4,043,925    265,149      4,143,605   171,704         

Michael M. Bendik ...........           --         --        579,788    36,336         
 Senior Vice President &                --         --             --    55,667         
 Chief Accounting Officer          303,291     19,886             --         --        

----------                                                                      
(1)   Includes amounts contributed by each of the Named Executive Officers      
under various deferred compensation plans maintained by the Company.

(2)   The amounts shown in the table for 1995 were calculated by multiplying    
   $27.00 per share, the initial public offering price of the Common Stock
     in October 1995, by the number of restricted stock units received by each
     of the Named Executive Officers under the Company's 1995 Restricted Stock
Unit Plan (the "1995 Restricted Stock Unit Plan") at the time of the
  initial public offering (the "Initial Public Offering"). Such amounts,
   therefore, are gross amounts which have not been reduced by the amounts
    accrued under certain multi-year compensation arrangements maintained by
 the Company which were surrendered by the Named Executive Officers in
    exchange for the restricted stock units received. Messrs. Chalsty, Roby,
    Menges, Daddino and Bendik surrendered $6,940,518, $5,205,389, $722,920,
$2,892,031 and $216,891, respectively. Each restricted stock unit   
represents the right to receive a share of Common Stock, subject to 
certain conditions described below. Units awarded under the 1995    
 Restricted Stock Unit Plan fall into two categories: "Base Units" and
     "Premium Units." Base Units vested 50% in February 1997 and the remainder
vested in February 1998. Premium Units generally vest in three equal
installments in February 1998, February 1999 and February 2000. No  
 dividends or dividend equivalents are paid on the unvested restricted
    stock units. As of December 31, 1997, the last day of trading during the
    fiscal year ended December 31, 1997, the aggregate value of the unvested
   restricted stock units, based on the average of the high and low prices
   of Common Stock as reported on the New York Stock Exchange on such date
of $79.0625 was $18,257,982, $13,693,545, $1,901,927, $7,607,552 and
$570,594 for Messrs. Chalsty, Roby, Menges, Daddino and Bendik,     
respectively.                                                       

(3)   The options shown for Mr. Roby for 1996 have an exercise price of $32.50, 
     a term of ten years, and become exercisable in four equal installments on
  May 16, 1997, May 16, 1998, May 16, 1999 and May 16, 2000. The options
  shown for 1995 were granted under the Company's 1995 Stock Option Plan
  (the "1995 Stock Option Plan") in exchange for $6.075 per share of the
Named Executive Officer's interests under certain multi-year cash   
compensation arrangements maintained by the Company. Messrs.        

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Chalsty, Roby, Menges, Daddino and Bendik surrendered $3,865,869,         
$2,899,403, $402,694, $1,610,780 and $120,807, respectively, of such      
interests. The options have an exercise price of $27.00, which is equal to
 the Initial Public Offering price of the Common Stock, have a ten-year term
and become exercisable in two equal installments in February 1997 and     
February 1998. The Company's stock plans do not permit the granting of    
stock appreciation rights ("SARs").                                       

(4)   The amounts shown for Messrs. Menges and Daddino reflect payments made in 
    1995 of amounts earned under the Company's 1991-1993 Long Term Incentive
Plan and payments made in 1996 and 1997 of amounts earned under the 
    Company's 1994-1996 and 1991-1996 Long Term Incentive Plans. The amounts
    shown for Mr. Roby reflect payment of amounts earned under the Company's
    1991-1993 and 1994-1996 Long Term Incentive Plans and amounts previously
earned under a prior multi-year bonus program.                      

(5)   Of the amounts shown in the table $138,394, $163,797 and $169,066 for     
    1997 and $144,807, $167,954 and $142,954 for 1996 and all of the amounts
   for 1995 reflect the value of premiums paid by the Company on behalf of
    Messrs. Chalsty, Roby and Daddino, respectively, under split-dollar life
insurance policies. The amounts represent the present value of the  
   interest projected, on an actuarial basis, to accrue for the benefit of
   Messrs. Chalsty, Roby and Daddino, respectively, on the portions of the
premiums paid by the Company in that year. In addition, $231,492 ,  
  $46,845, $24,027 and $36,336 is included for 1997 for Messrs. Chalsty,
Menges, Daddino and Bendik, respectively, and $550,640, $235,811,   
   $151,466, $99,748 and $55,667 is included for 1996 for Messrs. Chalsty,
    Roby, Menges, Daddino and Bendik, respectively, to reflect distributions
   in 1997 and 1996 in respect of units awarded in prior years under plans
    which allocated to the participants a portion of the profits realized by
the Company on certain investments.                                 

(6)   Effective February 23, 1998 Mr. Chalsty stepped down as Chief Executive   
    Officer but remains Chairman of the Board. On the same date Mr. Roby was
elected Chief Executive Officer and relinquished the title of Chief 
Operating Officer.                                                  

(7)   During this year, Mr. Roby participated in a multi-year bonus program.    
See footnote (4), above.                                            

(8)   Of the amounts shown in the table for Mr. Chalsty, $18,804, $16,487 and   
     $12,935 reflect the use of Company transportation equipment in 1997, 1996
    and 1995 but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $40,596,
   $55,158 and $50,561 of the amounts shown reflect the value of financial
  planning services provided on his behalf by Wood, Struthers & Winthrop
during 1997, 1996 and 1995, respectively, and $96,000, $96,000, and 
    $96,000 of the amounts shown reflect contributions by the Company toward
the cost of an apartment for Mr. Chalsty during 1997, 1996 and 1995,
respectively.                                                       

(9)   Of the amounts shown in the table for Mr. Roby, $28,547, $23,552 and      
     $18,618 reflect the use of Company transportation equipment in 1997, 1996
     and 1995, but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $79,117,
   $74,120 and $43,572 of the amounts shown reflect the value of financial
planning services provided on Mr. Roby's behalf by Wood, Struthers &
Winthrop during 1997, 1996 and 1995, respectively.                  

(10)  Of the amounts shown in the table for Mr. Menges, $19,044, $22,801 and    
     $18,265 reflect the use of Company transportation equipment in 1997, 1996
     and 1995, but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $22,057,
  $32,523 and $8,053 of the amounts shown reflect the value of financial
 planning services provided on Mr. Menges' behalf by Wood, Struthers &
Winthrop during 1997, 1996 and 1995, respectively.                  

(11)  Of the amounts shown in the table for Mr. Daddino, $22,001, $21,404 and   
     $20,687 reflect the use of Company transportation equipment in 1997, 1996
     and 1995, but such amounts have not been reduced by the proportion of the
use for business rather than personal reasons. In addition, $3,200, 
 $5,708 and $8,249 of the amounts shown reflect the value of financial
   planning services provided on Mr. Daddino's behalf by Wood, Struthers &
Winthrop during 1997, 1996 and 1995, respectively.                  

(12)  The amounts shown for 1997 in the table for Mr. Bendik reflect the use of 
     Company transportation equipment in 1997, 1996 and 1995, but such amounts
  have not been reduced by the proportion of the use for business rather
than personal reasons.                                              

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR (1997)  
AND FY-END OPTION/SAR VALUES  

                                                        [Enlarge/Download Table]

                                                                 NUMBER OF SECURITIES      VALUE OF UNEXERCISED   
                                                                UNDERLYING UNEXERCISED     IN-THE-MONEY OPTIONS   
                         SHARES ACQUIRED                        OPTIONS AT FY-END (#)        AT FY-END ($)(1)     
NAME                       ON EXERCISE    VALUE REALIZED ($)  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
                                                                                                                  
John S. Chalsty ........         --                  --           318,178/318,179        $16,565,142/$16,565,194  
Joe L. Roby ............      3,076            $133,806           298,058/426,134         15,190,812/$21,154,351  
Carl B. Menges .........         --                  --            33,143/33,144            1,725,507/$1,725,507  
Anthony F. Daddino .....         --                  --           132,574/132,575           6,902,134/$6,902,186  
Michael M. Bendik ......         --                  --             9,943/9,943                 517,657/$517,657  

----------                                                                      
(1)   An "in-the-money option" is an option for which the market price of the   
  underlying Common Stock at year-end 1997 exceeds the exercise price of
     the option. The value of unexercised, in-the-money options shown above is
   based upon the difference between the exercise price of all options and
   $79.0625, the average of the high and low prices of the Common Stock as
  reported on the New York Stock Exchange on December 31, 1997, the last
     day of trading during the fiscal year ended December 31, 1997. The actual
    amount, if any, realized upon exercise of stock options will depend upon
   the market price of the Common Stock relative to the exercise price per
share of the stock option at the time the stock option is exercised.
   There is no assurance that the values of unexercised in-the-money stock
options reflected in this table will be realized.                   

LONG-TERM INCENTIVE PLANS AWARDS                                                

   The following table sets forth information concerning certain awards made
in 1997 under the Company's 1996 Incentive Compensation Plan to the Named       
Executive Officers. Except as otherwise indicated, each award represents a      
percentage interest in a pool the amount of which is dependent upon the         
Company's performance in 1997, 1998, and 1999 and accordingly the value of the  
awards is not determinable at this time. The table below shows the annual       
benefit that would be earned if the average annual results during the 1997-1999 
performance period were the same as the results for the 1994-1996 performance   
period, adjusted for a modification in the formula.                             

1996 INCENTIVE COMPENSATION PLAN -- LONG-TERM AWARDS  

                                                        [Enlarge/Download Table]

                                                                                       ESTIMATED    
                                 NUMBER OF SHARES,             PERFORMANCE          FUTURE PAYOUTS  
                               UNITS OR OTHER RIGHTS         OR OTHER PERIOD        UNDER NON-STOCK 
NAME                         (EXPRESSED AS % OF POOL)  UNTIL MATURATION OR PAYOUT  PRICE BASED PLANS
                                                                                                    
Joe L. Roby ................           5.00%(1)                  (1)                       (1)      
Carl B. Menges .............           0.42%                1/1/97-12/31/99            $ 461,672    
Anthony F. Daddino .........           1.67%                1/1/97-12/31/99            1,846,686    
Michael M. Bendik ..........           0.14%                1/1/97-12/31/99              153,891    

----------                                                                      
(1)   Mr. Roby's original award was for 4.44% and will be based on the          
 Company's performance during the period beginning January 1, 1997 and
ending upon his termination of employment. In connection with his   
  election as Chief Executive Officer in February 1998, Mr. Roby's award
was increased to 5.00% for the period commencing in 1998.           

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CERTAIN DEFERRED COMPENSATION PLANS AND ARRANGEMENTS                            

Certain employees, including the Named Executive Officers, deferred a 
portion of their 1983 or 1984 compensation in return for which the Company      
agreed to pay each of them a specified annual benefit for 15 years beginning at 
age 65. Benefits are based upon the participant's age and the amount deferred   
and are calculated to yield an approximate 12.5% annual compound return. In the 
event of the participant's disability or death, an equal or lesser amount is to 
be paid to the participant or his beneficiary. After age 55, participants, the  
sum of whose age and years of service is equal to or greater than 80, may elect 
to have their benefits begin before age 65, in an actuarially reduced amount.   
The Company has funded its obligations through the purchase of life insurance   
policies. The table below shows as to the Named Executive Officers the          
estimated annual benefit payable at age 65. Each of these individuals is fully  
vested in the applicable benefit.                                               

                                                                [Download Table]

                                            ESTIMATED   
NAME                                     ANNUAL BENEFITS
                                                        
         John S. Chalsty ............       $ 47,053    
         Joe L. Roby ................         56,527    
         Carl B. Menges .............         33,047    
         Anthony F. Daddino .........        107,313    
         Michael M. Bendik ..........         91,781    

COMPENSATION AND MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION      

  No member of the Compensation and Management Committee during the fiscal
year ended December 31, 1997 was an officer or employee of the Company. Mr.     
Jarmain has been a director of EQ and Equitable Life since 1992. See "Security  
Ownership of Certain Beneficial Holders and Management" and "Certain            
Relationships and Related Transactions."                                        

COMPENSATION AND MANAGEMENT COMMITTEE REPORT ON EXECUTIVE COMPENSATION          

  The Compensation and Management Committee of the Board of Directors (for
the purposes of this report, the "Committee") is composed entirely of           
independent outside directors, none of whom is a current officer or employee of 
the Company or its subsidiaries. The Committee is responsible for the           
establishment of policies governing and for the implementation, administration  
and interpretation of all aspects of executive officer compensation, which      
includes base salary, short term performance incentives, long term performance  
incentives and equity based incentives. The Committee reviews the compensation  
of executive officers on an ongoing basis, developing and executing cost and    
tax-effective plans with the following objectives:                              

o Support the Company's business strategies and goals,              

    o Attract and retain the highest caliber executive officers by providing
       compensation opportunities comparable to those offered by other leading
        financial services firms with whom the Company competes for business and
talent,                                                         

o Motivate high performance in an entrepreneurial incentive-driven  
culture,                                                        

o Closely align executive officers' interests with stockholders'    
interests, and                                                  

 o Reward results achieved short term and in the long term creation of
shareholder value.                                              

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 The compensation policy of the Company is to base total compensation on
performance. By virtue of the Company's establishment of relatively low fixed   
base compensation and highly-leveraged incentive opportunities, total           
compensation will vary directly with the financial results of the Company and   
the total returns to its stockholders, and may exceed the 75th percentile for   
superior performance.                                                           

The Committee was established immediately prior to the Initial Public 
Offering. As such, the Committee is administering certain plans that were       
approved and in place prior to its establishment. The Committee views such      
plans as appropriate and supportive of the policies and objectives discussed    
above.                                                                          

In its deliberations, the Committee utilizes the services of an       
independent consulting firm with expertise in executive compensation among      
financial services firms, as well as historical marketplace survey data. For    
1997, the survey data reviewed in setting compensation levels for executive     
officers is based on a group of 11 companies. Of these firms, four are included 
in the Peer Group Index used for the Common Stock Performance graph set forth   
below. See "Common Stock Performance." During the year, two of the four firms   
that comprise this peer group merged with other firms. The mix of business of   
one of the new combined firms does not reflect the Company's business mix. As   
such, the results of this firm have been included through the last day of       
public trading. The firms not included in the Peer Group Index are either not   
publicly traded or owned, or have a mix of businesses not representative of the 
Company on an overall basis, although various segments are comparable to        
certain divisions of the Company.                                               

  It is the intention of the Committee that executive officer compensation
be determined and administered on the basis of total compensation, rather than  
based on separate free-standing components. In keeping with the Company's       
policy of sustaining its entrepreneurial incentive-driven culture, no           
Company-paid retirement benefits are provided to executive officers.            

  The total compensation program for executive officers established by the
Committee is comprehensive and integrated to include salary, short term and     
long term performance incentives and equity-based incentives.                   

SALARY                                                                        

Salaries are generally below median for similar positions within the  
financial services industry. Salaries are reviewed annually by the Committee    
for appropriateness in consideration of the Company's compensation policy,      
marketplace practice, the Company's financial results, individual position      
responsibilities and performance. Of the ten current executive officers, only   
three have received salary increases since 1987.                                

SHORT TERM AND LONG TERM PERFORMANCE INCENTIVES                               

 1996 Incentive Compensation Plan. The 1996 Incentive Compensation Plan,
which is administered by the Committee, provides for the award of short term    
and long term incentives based on Company profitability. At the beginning of    
each performance period, each executive officer is assigned an interest in one  
or more award pools. After completion of each performance period, the Committee 
evaluates the performance of each executive officer based on the criteria       
discussed below and, in its sole and absolute discretion, may reduce or         
increase awards, except that the Committee may only reduce and may not increase 
an award to a current Named Executive Officer. Awards may be paid in cash,      
stock-based payments or any combination thereof.                                

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Short Term Performance Incentives. Aggregate short term incentive     
compensation awards are based primarily on the Company's profitability over a   
one or two year period. Individual awards are based on an assessment of         
individual, business unit, and Company performance.                             

In assessing such performance, the Committee evaluates a number of    
quantitative and qualitative factors without assigning weights and considers    
absolute and relative results achieved and strategic progress during the prior  
one or two years, as well as over a period of years. Such performance is        
evaluated by comparisons to prior years, peer companies and overall industry    
performance. Factors considered may include the quality, consistency and level  
of earnings, growth, return on equity, cost control and margins, as well as the 
services rendered and value added to clients of the Company.                    

  With regard to 1997, pre-tax profits rose 39.5% over 1996, and awards to
executive officers were, for the most part, maintained or increased from prior  
year levels in recognition of this performance and competitive pay levels.      

Long Term Performance Incentives. Long term performance incentives are
generally based on the Company's adjusted cumulative net income and return on   
equity over a period of three years or longer. Such incentives are designed to  
strengthen the coincidence of interest of executive officers and the Company's  
shareholders in the long term growth of enterprise value, as well as to         
encourage retention among key managers of the Company through vesting and       
competitive compensation opportunities.                                         

    The number of units awarded to each executive officer is subject to annual
review and reflects their individual performance, responsibility level, and     
potential impact on the long term financial results of the Company. Long term   
incentive payments made in 1997 to executive officers named in the Summary      
Compensation Table represent amounts earned under the Company's 1994-1996 Long  
Term Incentive ("LTI") Plans. Awards of units have been made for the 1997-1999  
performance period.                                                             

EQUITY-BASED INCENTIVES                                                   

o  1995 Restricted Stock Unit Plan. As discussed above, executive   
     officers were granted restricted stock units in 1995 under the 1995
 Restricted Stock Unit Plan. These grants were made to executive
       officers in exchange for reduction in the value of their interests in
        the 1991 or 1994 LTI Plan. Restricted stock units granted in 1995 vest
   in installments from February 1997 to February 2000. No executive
officer received a restricted stock unit grant in 1997.       

 o  1995 Stock Option Plan. Executive officers were granted options to
   purchase shares of Common Stock under the 1995 Stock Option Plan.
        These grants were made to executive officers in exchange for reduction
       in the value of their interests in the 1991 or 1994 LTI Plan. Options
    granted under the 1995 Stock Option Plan vest in February 1997 and
     February 1998. No further grants will be made under this plan which
      has been replaced by the 1996 Stock Option Plan, as discussed below.

         The value of restricted stock units and stock options awarded under the
       1995 Restricted Stock Unit Plan and the 1995 Stock Option Plan may be
       realized only after vesting from 1997 to 2000, and will depend on the
     market value of the Company's Common Stock in the future. Thus, the
      ultimate value of such restricted stock unit and stock option awards
   will provide a continuing incentive to executive officers for the
creation of shareholder value.                                

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o  1996 Stock Option Plan. At the 1996 Annual Meeting stockholders  
  approved the 1996 Stock Option Plan which is administered by the
       Committee and provides for the award of stock options to employees of
     the Company. No executive officer received an option grant in 1997.

       The Committee does not consider stock holdings, prior option or stock
grants, prior long term performance incentive awards or the   
     appreciation thereon when making future option, stock and long term
performance incentive award determinations.                   

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER                                   

Both the quantitative and qualitative criteria referenced above are   
applied in assessing the performance and determining the compensation of the    
Chief Executive Officer, who participates in the Company's executive            
compensation program on the same basis as all other executive officers.         

In setting the Chief Executive Officer's 1997 total compensation, the 
Committee took into account the consistent and outstanding annual and long term 
performance of the Company under his leadership and its strategic progress, all 
of which were viewed as critical to the success realized by the Company in      
1997.                                                                           

 The Company's strong 1997 performance included a 33% growth in revenues
and a 40% increase in net income over 1996, recording the highest profit year   
in the Company's history. Return on equity rose to 24.1% from 20.6% in 1996.    
Based on such outstanding performance, the Chief Executive Officer received an  
annual incentive award of $12.5 million for 1997. His salary of $500,000 was    
last increased in 1994 based on a review of peer salaries in other firms. The   
Chief Executive Officer was not granted any restricted stock units or stock     
options in 1997.                                                                

   The Committee believes that the total compensation of the Chief Executive
Officer is appropriate relative to his performance, the performance of the      
Company and the compensation of other heads of high-performing investment       
firms.                                                                          

TAX CONSIDERATIONS                                                            

The Committee's policy is to preserve corporate tax deductions while  
maintaining the flexibility to approve compensation arrangements that it deems  
to be in the best interests of the Company and its stockholders, but which may  
not always qualify for full tax deductibility.                                  

                                         COMPENSATION AND MANAGEMENT COMMITTEE

                                        Louis Harris
                                            W. Edwin Jarmain
                                                  John C. West, Chairman

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COMMON STOCK PERFORMANCE                                                        

The following chart compares the Company's cumulative total return on 
stockholder investment since the date of the Initial Public Offering (October   
24, 1995) with that of the Standard & Poor's 500 and a Peer Group Index. All    
indices include the reinvestment of dividends.                                  

[GRAPHIC OMITTED--INDEX POINTS SHOWN BELOW]                                     

INDEX POINTS  

                                   10/26/95  12/31/95   12/31/96  12/31/97
Donaldson, Lufkin & Jenrette, Inc.      100.00    115.74    122.94    274.20    
S&P 500                                 100.00    111.20    130.81    174.44    
Peer Group                              100.00     98.23    137.90    235.65    

* Peer group includes Bear Stearns Companies, Lehman Brothers Holdings, Morgan  
Stanley Group (10/26/95 - 5/30/97), Morgan Stanley, Dean Witter Discover &      
Company (6/1/97-12/31/97) and Salomon Inc. Assumes conversion of Morgan Stanley 
Group shares into Morgan Stanley, Dean Witter, Discover & Company on 6/1/97.    
Total return analysis for Salomon extends through 10/31/97, the approximate     
date of the company's acquisition by Travelers Group, Inc.                      

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT 

  The following table sets forth, as of March 1, 1998, the total number of
shares of Common Stock beneficially owned, and the percent so owned, by each    
director and nominee for director, by each person known to the Company to be    
the beneficial owner of more than 5% of the outstanding Common Stock, by the    
Named Executive Officers and by all current directors and executive officers as 
a group.                                                                        

                                                        [Enlarge/Download Table]

                                                                        CURRENT                                        
                                                                BENEFICIAL OWNERSHIP(1)              TOTAL(1)          
                                                              ---------------------------  ----------------------------
                                                                 NUMBER OF                    NUMBER OF                
                                                                   SHARES        PERCENT        SHARES         PERCENT 
                                                                                                                       
AXA(2) ......................................................    42,720,000        63.1%      42,720,000         58.2% 
 9 Place Vendome                                                                                                       
 75001 Paris, France                                                                                                   
The Equitable Companies                                                                                                
 Incorporated(3) ............................................    42,635,000        62.9       42,635,000         58.1  
 1290 Avenue of the Americas                                                                                           
 New York, New York 10104                                                                                              
The Equitable Life Assurance                                                                                           
 Society of the United States(4) ............................    19,230,770        28.4       19,230,770         26.2  
 1290 Avenue of the Americas                                                                                           
 New York, New York 10104                                                                                              
John S. Chalsty(5) ..........................................       931,257         1.4          999,526          1.4  
Joe L. Roby(6) ..............................................       758,161         1.1          996,863          1.4  
Carl B. Menges(7) ...........................................        96,619           *          103,731            *  
Anthony F. Daddino(8) .......................................       386,478           *          414,924            *  
Hamilton E. James(9) ........................................       483,097           *          518,654            *  
Richard S. Pechter(10) ......................................       695,661         1.0          746,863          1.0  
Theodore P. Shen(11) ........................................       695,661         1.0          746,863          1.0  
Michael M. Bendik(12) .......................................        28,985           *           31,119            *  
Claude Bebear(13) ...........................................         1,000           *            1,000            *  
Henri de Castries(14) .......................................         1,000           *            1,000            *  
Denis Duverne(15) ...........................................             0           *                0            *  
Louis Harris(16) ............................................         5,440           *           11,440            *  
Henri G. Hottinguer(17) .....................................         4,000           *           10,000            *  
W. Edwin Jarmain(18) ........................................         7,024           *           13,024            *  
Francis Jungers(19) .........................................         3,000           *            9,000            *  
Joseph J. Melone(20) ........................................         1,024           *            1,024            *  
Edward D. Miller ............................................             0           *                0            *  
Stanley B. Tulin (21) .......................................             0           *                0            *  
W.J. Sanders III(22) ........................................         3,405           *            9,405            *  
John C. West(23) ............................................        12,800           *           18,800            *  
All directors and executive officers as a group(24) .........     4,201,231         6.2        4,726,967          6.4  

----------                                                                      
*     Less than 1.0%.                                                           

(1)   The table provides certain information regarding the beneficial ownership 
 of the Company's Common Stock by AXA, EQ, Equitable Life, each of the
   Company's directors and all directors and executive officers as a group
 assuming, in the case of the Total column, the issuance of all of the
    Common Stock pursuant to outstanding restricted stock units and options.
In connection with the Initial Public Offering, approximately 500   
employees of the Company exchanged an aggregate of $100.0 million of
   their interests under certain cash compensation arrangements, including
the Company's 1991-1993 Long                                        

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    Term Incentive Plan (the "1991 LTI Plan") and the Company's 1994-1996 Long
Term Incentive Plan (the "1994 LTI Plan"), for restricted stock units 
 representing an aggregate of approximately 5.2 million shares of Common
Stock (the "LTI Restricted Stock Unit Exchange"). Approximately 80% of
these units have vested as of February 1, 1998 and are included in the
  Current Beneficial Ownership column. The balance of these units, located
 in the Total column, are subject to forfeiture in certain circumstances
    and will vest in specified proportions in February 1999 and February 2000.

    In connection with the Initial Public Offering, employees acquired options
to purchase an aggregate of approximately 9.2 million shares of Common
 Stock at a price of $27.00 per share by foregoing an aggregate of $55.7
million of their future interests under cash compensation arrangements
(the "LTI Option Exchange"). As of February 1, 1998, all outstanding  
  options received in the LTI Option Exchange have vested and are included
in the Current Beneficial Ownership column. In addition, Mr. Roby was 
  granted an option to purchase 250,000 shares of Common Stock in 1996 and
  Messrs. Harris, Hottinguer, Jungers, Jarmain, Sanders and West have each
 been granted options to purchase 8,000 shares of Common Stock under the
Company's 1996 Non-Employee Directors Stock Plan.                     

(2)  AXA is EQ's largest stockholder, beneficially owning approximately 59% of  
EQ's outstanding common stock. As of March 1, 1998, a group of four   
   French mutual insuance companies (the "Mutuelles AXA") owned, directly or
  indirectly through various holding companies, approximately 24.7% of the
    issued shares representing 34.8% of the voting power of AXA. For insurance
  regulatory purposes the shares of capital stock of EQ beneficially owned
by AXA and its subsidiaries have been deposited into a voting trust to
 ensure that certain of the indirect minority shareholders of AXA do not
exercise control over EQ or certain of its insurance subsidiaries.    

(3)  The number listed includes shares of Common Stock beneficially owned by    
EQ's wholly-owned subsidiary, Equitable Life.                         

(4)  The number listed includes shares of Common Stock beneficially owned       
through its wholly-owned subsidiary, Equitable Holdings, L.L.C.       

(5)  The Current Beneficial Ownership column for Mr. Chalsty includes 1,000     
   shares owned by Mr. Chalsty's wife, 291,190 vested restricted stock units
 and 636,357 option shares exercisable within 60 days . The Total column
   includes 68,269 unvested restricted stock units. In addition, Mr. Chalsty
 beneficially owns 96,000 shares of common stock of EQ, including 80,000
option shares exercisable within 60 days and 2,500 American Depositary
Receipts ("ADRs") of AXA.                                             

(6)  The Current Beneficial Ownership column for Mr. Roby includes 218,393      
vested restricted stock units and 536,692 option shares exercisable   
within 60 days. The Total column includes 51,202 unvested restricted  
 stock units and 187,500 stock options that become exercisable more than
60 days after March 1, 1998. In addition, Mr. Roby holds an option to 
  purchase 40,000 shares of common stock of EQ which is exercisable within
60 days and 2,500 ADRs of AXA.                                        

(7)  The Current Beneficial Ownership column for Mr. Menges includes 30,332     
   vested restricted stock units and 66,287 option shares exercisable within
   60 days. The Total column includes 7,112 unvested restricted stock units.
Mr. Menges also owns 1,500 ADRs of AXA.                               

(8)  The Current Beneficial Ownership column for Mr. Daddino includes 91,829    
vested restricted stock units and 265,149 option shares exercisable   
within 60 days. The Total column includes 28,446 unvested restricted  
  stock units. Mr. Daddino beneficially owns 100 shares of common stock of
 EQ which are held in an insurance trust for the benefit of his wife and
children and also holds an option to purchase 40,000 shares of common 
stock of EQ which is exercisable within 60 days.                      

(9)  The Current Beneficial Ownership column for Mr. James includes 84,720      
vested restricted stock units and 331,436 option shares exercisable   
within 60 days. The Total column includes 35,557 unvested restricted  
  stock units. Mr. James also holds an option to purchase 40,000 shares of
  common stock of EQ which is exercisable within 60 days and 1,000 ADRs of
AXA.                                                                  

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(10) The Current Beneficial Ownership column for Mr. Pechter includes 218,393   
vested restricted stock units and 477,268 option shares exercisable   
within 60 days. The Total column includes 51,202 unvested restricted  
 stock units. Mr. Pechter also holds an option to purchase 40,000 shares
  of common stock of EQ which is exercisable within 60 days and 1,000 ADRs
of AXA.                                                               

(11) The Current Beneficial Ownership column for Mr. Shen includes 218,393      
vested restricted stock units and 477,268 option shares exercisable   
within 60 days. The Total column includes 51,202 unvested restricted  
 stock units. Mr. Shen also holds an option to purchase 40,000 shares of
  common stock of EQ which is exercisable within 60 days and 1,000 ADRs of
AXA.                                                                  

(12) The Current Beneficial Ownership column for Mr. Bendik includes 19,866     
   option shares exercisable within 60 days. The Total column includes 2,134
unvested restricted stock units.                                      

(13) Mr. Bebear also beneficially owns 498,961 shares of common stock of AXA,   
 including 285,568 option shares exercisable within 60 days and his wife
owns 23 shares of common stock of AXA.                                

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(14)  Mr. de Castries also beneficially owns 46,063 shares of common stock of   
AXA, including 45,063 option shares exercisable within 60 days.     

(15)  Mr. Duverne also owns 2,000 shares of common stock of EQ with his wife.   

(16)  The Current Beneficial Ownership column for Mr. Harris includes 2,000     
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
1998.                                                               

(17)  The Current Beneficial Ownership column for Mr. Hottinguer includes 2,000 
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
1998.                                                               

(18)  The Current Beneficial Ownership column for Mr. Jarmain includes 2,000    
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
     1998. Mr. Jarmain also beneficially owns 10,000 shares of common stock of
EQ.                                                                 

(19)  The Current Beneficial Ownership column for Mr. Jungers includes 2,000    
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
1998.                                                               

(20)  Mr. Melone also beneficially owns 342,156 shares of common stock of EQ,   
    including 320,000 option shares exercisable within 60 days. In addition,
Mr. Melone owns 1,000 shares of common stock of AXA.                

(21)  Mr. Tulin also beneficially owns 24,051 shares of common stock of EQ,     
including 20,000 option shares exercisable within 60 days. Of these 
    shares, 4,000 are owned with his wife. In addition, Mr. Tulin owns 2,000
ADRs of AXA.                                                        

(22)  The Current Beneficial Ownership column for Mr. Sanders includes 2,000    
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
1998.                                                               

(23)  The Current Beneficial Ownership column for Mr. West includes 2,000       
     option shares exercisable within 60 days. The Total column includes 6,000
  option shares that become exercisable more than 60 days after March 1,
  1998. Of the Common Stock beneficially owned by Mr. West, 5,500 shares
    are held on his behalf by a profit sharing plan. In addition, 200 shares
 are owned directly by his wife, as to which shares Mr. West disclaims
beneficial ownership.                                               

(24)  The Current Beneficial Ownership column includes 1,153,250 vested         
    restricted stock units and 2,883,630 option shares exercisable within 60
days and the Total column includes 302,236 unvested restricted stock
     units and 223,500 option shares that become exercisable more than 60 days
     after March 1, 1998. All directors and executive officers as a group also
    beneficially own 674,757 shares of common stock of EQ and 546,024 shares
of common stock of AXA and 9,500 ADRs of AXA.                       

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                               

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires the Company's officers and directors, and persons who 
own more than ten-percent of a registered class of the Company's equity         
securities, to file initial statements of beneficial ownership (Form 3), and    
statements of changes in beneficial ownership (Forms 4 or 5), of Common Stock   
and other equity securities of the Company with the Commission and the New York 
Stock Exchange, Inc. Officers, directors and greater than ten-percent           
shareholders are required by Commission regulation to furnish the Company with  
copies of all such forms they file.                                             

 To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting    
persons that no additional forms were required for those persons, the Company   
believes that all filing requirements applicable to its officers, directors,    
and greater than ten-percent beneficial owners were complied with during 1997.  

ITEM 2: APPROVAL OF AMENDMENT TO RESTATED 
CERTIFICATE OF INCORPORATION  

   In February 1998, the Board of Directors unanimously adopted a resolution
approving an amendment to the Company's Restated Certificate of Incorporation   
to increase the number of authorized                                            

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shares of Common Stock from 150,000,000 to 300,00,000 and the number of         
authorized shares of Preferred Stock from 25,000,000 to 50,000,000. Each        
additional share of Common Stock will have the same rights and privileges as    
each share of currently authorized Common Stock. This amendment requires the    
approval of the Company's stockholders. As amended, the relevant Article of the 
Company's Amended and Restated Certificate of Incorporation will read as        
follows:                                                                        

   FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 300 million (300,000,000) shares of Common   
Stock, par value $0.10 per share (the "Common Stock"), and 50,000,000   
shares of Preferred Stock, par value $0.10 per share (the "Preferred    
Stock").                                                                

  The Board of Directors (or such committee of the Board of Directors as
 the Board of Directors shall empower) is hereby empowered to authorize by
resolution or resolutions from time to time the issuance of one or more 
 classes or series of Preferred Stock and to fix the designations, powers,
  preferences and relative, participating, optional or other rights, if any,
 and the qualifications, limitations or restrictions thereof, if any, with
 respect to each such class or series of Preferred Stock and the number of
  shares constituting each such class or series, and to increase or decrease
the number of shares of any such class or series to the extent permitted
by the General Corporation Law of the State of Delaware, as amended from
time to time.                                                           

    In February 1998, the Company also announced that, subject to the approval
of the foregoing amendment, a two-for-one stock split (the "Stock Split") would 
be effected by the issuance on May 11, 1998 of additional shares of Common      
Stock as a stock dividend to holders of record on April 27, 1998. This action   
was taken to facilitate ownership of Common Stock and to bring the market price 
of the Common Stock within a trading range more attractive to independent       
investors. Based on the number of shares of Common Stock outstanding on the     
Record Date and assuming approval of the amendment and giving effect to the     
Stock Split, the Company's issued and outstanding shares of Common Stock would  
be 116,717,428 and a total of 53,757,924 shares of Common Stock would be        
reserved for issuance pursuant to various stock-based compensation plans.       
Current stockholders do not have preemptive rights to subscribe for, purchase   
or reserve any shares of the authorized capital stock of the Company.           

In addition to the necessity of the foregoing amendment to enable the 
stock split to occur, the Board of Directors believes it is in the best         
interests of the Company to increase the number of authorized shares in order   
to give the Company greater flexibility in considering and planning for future  
business needs. The shares will be available for issuance by the Board of       
Directors for proper corporate purposes, including but not limited to, stock    
dividends, stock splits and compensation plans.                                 

If the amendment is approved, the Amended and Restated Certificate of 
Incorporation will be filed with the Secretary of State of Delaware as soon as  
practicable after the meeting.                                                  

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.         

ITEM 3: RATIFICATION OF INDEPENDENT AUDITORS  

Upon recommendation of the Audit Committee, the Board of Directors has
appointed KPMG Peat Marwick LLP to audit the accounts of the Company for the    
fiscal year ending December 31, 1998. KPMG Peat Marwick LLP has audited the     
consolidated financial statements of the Company since the Company              

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was founded. KPMG Peat Marwick LLP representatives will be present at the       
Annual Meeting with the opportunity to make a statement if they desire to do so 
and will be available to respond to appropriate questions.                      

 Stockholder ratification of the appointment of KPMG Peat Marwick LLP as
the Company's independent auditors is not required by the Company's bylaws or   
otherwise. The Board of Directors has elected to seek such ratification as a    
matter of good corporate practice. Should the stockholders fail to ratify the   
appointment of KPMG Peat Marwick LLP as the Company's independent auditors for  
the fiscal year ending December 31, 1998, the Board of Directors will consider  
whether to retain that firm for such year.                                      

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT     
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT        
MARWICK LLP AS THE COMPANY' S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING   
DECEMBER 31, 1998.                                                              

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REGISTRATION RIGHTS AND INDEMNIFICATION AGREEMENT                               

Under a Registration Rights and Indemnification Agreement between the 
Company and EQ, the Company has granted Equitable the right to require the      
Company to register shares of Common Stock held by Equitable for sale in        
accordance with Equitable's intended method of disposition thereof (a "demand   
registration"). Equitable may require up to six such demand registrations, with 
no more than one every six months. Additionally, the Company has granted to     
Equitable the right subject to certain exceptions to participate in             
registrations of Common Stock initiated by the Company on its own behalf or on  
behalf of its stockholders (a "piggy-back registration"). The Company is        
required to pay expenses (other than underwriting discounts and commissions)    
incurred by Equitable in connection with the demand and piggy-back              
registrations. Subject to certain limitations specified in the Registration     
Rights and Indemnification Agreement, Equitable's registration rights are       
assignable to third parties. The Registration Rights and Indemnification        
Agreement provides for indemnification and contribution by the Company for the  
benefit of Equitable and permitted assigns and their related persons relating   
to the demand and piggy-back registrations. In addition, such Agreement         
provides for indemnification and contribution by the Company for the benefit of 
Equitable and its related persons with respect to other securities offerings by 
the Company and financial and other information provided by the Company to      
Equitable and in Exchange Act reports.                                          

TAX SHARING AGREEMENTS                                                          

    The Company was included in EQ's consolidated tax group for Federal income
tax purposes through December 31, 1996. In connection with the Initial Public   
Offering, the Company and EQ entered into a Federal income tax sharing          
agreement (the "Federal Income Tax Sharing Agreement"). Pursuant to the Federal 
Income Tax Sharing Agreement, the Company and EQ generally make payments        
between them such that, with respect to any period in which the Company was a   
member of EQ's consolidated tax group for Federal income tax purposes (a        
"Pre-Deconsolidation Period"), the amount of Federal income taxes to be paid by 
the Company will be determined as though the Company were to file for such      
period and all prior periods separate Federal income tax returns (generally     
including any amounts determined to be                                          

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due as a result of a redetermination of the Federal income tax liability of the 
EQ consolidated group arising from an audit or otherwise) as the common parent  
of an affiliated group of corporations filing a consolidated return rather than 
being a consolidated subsidiary of EQ. The Company is also entitled to receive  
certain payments from EQ in respect of carrybacks of tax assets, if any, of the 
Company, determined on a separate return basis, arising in a                    
Pre-Deconsolidation Period beginning after the completion of the Initial Public 
Offering. The amount of any such payment will generally be determined, in the   
case of a carryback to a Pre-Deconsolidation Period ending on or before the     
completion of the Initial Public Offering, by the actual tax benefit received   
by the EQ consolidated group from such carryback, or, in the case of a          
carryback to any Pre-Deconsolidation Period beginning after the completion of   
the Initial Public Offering, by the benefit that the Company would have         
received from such carryback on a separate return basis.                        

  With respect to the period the Company was a part of the EQ consolidated
group, EQ continues to have all the rights of a common parent of a consolidated 
group, will be the sole and exclusive agent for the Company in any and all      
matters related to the Federal income tax liability of the Company and will be  
responsible for the preparation and filing of consolidated Federal income tax   
returns. In addition, each member of a consolidated group for Federal income    
tax purposes is jointly and severally liable for the Federal income tax         
liability of each other member of its consolidated group. Accordingly, under    
the Federal Income Tax Sharing Agreement, EQ has agreed to indemnify the        
Company against such liabilities to the extent that they relate to the Federal  
income tax liability of the EQ consolidated group for periods that the Company  
is included in the EQ consolidated group, except to the extent attributable to  
the Company.                                                                    

The Federal Income Tax Sharing Agreement also contains provisions in  
respect of certain Federal income tax matters relating to a carryback of a tax  
asset, if any, of the Company from a period beginning on or after the date on   
which the Company ceases to be eligible for inclusion in EQ's consolidated      
group (a "Post-Deconsolidation Period") to a Pre-Deconsolidation Period. Under  
the Federal Income Tax Sharing Agreement, (i) the Company will agree to forego  
the carryback of any net operating losses to a Pre-Deconsolidation Period       
unless EQ consents to such carryback, which consent shall not be unreasonably   
withheld, and (ii) the Company may be entitled to receive certain payments from 
EQ in respect of any tax assets carried back to Pre-Deconsolidation Periods.    

The Company also files combined, consolidated or unitary income tax   
returns with ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of EQ, in 
certain states and localities for periods through December 31, 1996. The        
Company and ACMC have entered into a tax sharing agreement (the "State Tax      
Sharing Agreement"), pursuant to which the Company and ACMC have agreed that    
with respect to any period in which the Company and ACMC have filed or file a   
combined, consolidated or unitary income tax return in a state or local taxing  
jurisdiction, the amount of combined, consolidated or unitary income taxes to   
be paid by ACMC will be determined as though ACMC were to file for such period  
and all prior periods separate income tax returns with respect to such state or 
local taxing jurisdiction. The Company has agreed to indemnify ACMC against any 
combined, consolidated or unitary income taxes for periods in which the Company 
files combined, consolidated or unitary income tax returns with ACMC, except to 
the extent attributable to ACMC.                                                

EMPLOYEES' SECURITIES COMPANY                                                   

Selected employees of the Company, including executive officers, are  
offered the opportunity to become members of the DLJ First ESC L.P. (the        
"ESC"), an investment vehicle which qualifies as an                             

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"employees' securities company" for purposes of the Investment Company Act of   
1940, as amended. The ESC invests in the Company's merchant banking portfolio   
companies, typically acquiring between 30% and 40% of the Company's investment  
in such companies. The amounts invested by members are augmented in the ratio   
of 4:1 by a combination of recourse loans from the Company and preferred        
contributions to the ESC by the Company which have a capped return equal to the 
prime rate plus 1 3/4%, each of which is repaid to the Company upon realization 
of the applicable portfolio investments.                                        

    Amounts invested in the ESC by each of the Company's executive officers in
1997 are set forth below:                                                       

                                                                [Download Table]

                                        YEAR ENDED    
NAME                                 DECEMBER 31, 1997
                                                      
       Michael M. Bendik ..........      $ 15,000     
       Michael A. Boyd ............        15,000     
       John S. Chalsty ............       405,000     
       Anthony F. Daddino .........       150,000     
       Hamilton E. James ..........       240,000     
       Carl B. Menges .............        90,000     
       Richard S. Pechter .........       195,000     
       Gerald B. Rigg .............        15,000     
       Joe L. Roby ................       300,000     
       Theodore P. Shen ...........       150,000     

    The amount of loans made to the Company's executive officers and preferred
contributions made in the ESC by the Company on behalf of the Company's         
executive officers in 1997, as well as the amount of such loans outstanding at  
December 31, 1997, are set forth below:                                         

                                                                [Download Table]

                                    LOANS AND PREFERRED                           
                                   CONTRIBUTIONS DURING     LOANS AND PREFERRED   
                                        YEAR ENDED       CONTRIBUTIONS OUTSTANDING
NAME                                 DECEMBER 31, 1997     AT DECEMBER 31, 1997   
                                                                                  
      Michael M. Bendik ..........      $   55,448              $   89,897        
      Michael A. Boyd ............          55,448                  89,897        
      John S. Chalsty ............       1,497,096               2,223,634        
      Anthony F. Daddino .........         554,480                 897,971        
      Hamilton E. James ..........       1,806,474               2,437,334        
      Carl B. Menges .............         332,688                 576,851        
      Richard S. Pechter .........         720,824               1,094,012        
      Gerald B. Rigg .............          55,448                  89,897        
      Joe L. Roby ................       1,108,960               1,718,009        
      Theodore P. Shen ...........         554,480                 897,472        

DLJ FUND INVESTMENT PARTNERS, L.P.                                              

  Selected employees of the Company, including certain executive officers,
are limited partners of DLJ Fund Investment Partners, L.P. ("FIP"), an          
investment vehicle organized to allow these employees to invest on a leveraged  
basis in funds and other investment vehicles sponsored by certain of the        
Company's clients and potential clients and on a co-investment basis in         
transactions in which the Company's clients                                     

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also invest. Amounts invested by the limited partners are augmented in the      
ratio of 2:1 by preferred contributions to FIP by the Company which have a      
capped return equal to the prime rate plus 1 3/4%.                              

  Amounts committed to FIP by each of the Company's executive officers are
set forth below:                                                                

                                                                [Download Table]

NAME                                 AT DECEMBER 31, 1997
                                                         
      Michael M. Bendik ...........       $      -0-     
      Michael A. Boyd .............              -0-     
      John S. Chalsty .............        2,000,000     
      Anthony F. Daddino ..........          500,000     
      Hamilton E. James ...........        2,000,000     
      Carl B. Menges ..............        1,000,000     
      Richard S. Pechter ..........          750,000     
      Gerald B. Rigg ..............              -0-     
      Joe L. Roby .................        2,000,000     
      Theodore P. Shen ............        1,000,000     

The amounts of preferred contributions made to FIP by the Company on  
behalf of each of the Company's executive officers in 1997 as well as the loan  
balances outstanding at December 31, 1997 are set forth below:                  

                                                                [Download Table]

                                           PREFERRED             PREFERRED    
                                         CONTRIBUTIONS         CONTRIBUTIONS  
                                       DURING YEAR ENDED      OUTSTANDING AT  
NAME                                   DECEMBER 31, 1997     DECEMBER 31, 1997
                                                                              
       Michael M. Bendik ..........        $      -0-           $      -0-    
       Michael A. Boyd ............               -0-                  -0-    
       John S. Chalsty ............         1,162,250            1,467,477    
       Anthony F. Daddino .........           290,562              366,869    
       Hamilton E. James ..........         1,162,250            1,467,477    
       Carl B. Menges .............           581,125              733,738    
       Richard S. Pechter .........           435,844              550,504    
       Gerald B. Rigg .............               -0-                  -0-    
       Joe L. Roby ................         1,162,250            1,467,477    
       Theodore P. Shen ...........           581,125              733,738    

OTHER AFFILIATED TRANSACTIONS                                                   

    The Company, Equitable and their respective affiliates engage in a variety
of transactions in the ordinary course of their respective businesses. As a     
general rule, the Company has not retained an independent third party to        
evaluate transactions with Equitable and there has been no independent          
committee of the Board of Directors to evaluate such transactions.              
Notwithstanding this fact, the Company believes that each of the arrangements   
described below was made on an arm's-length basis. This belief is based on the  
fact that the terms and conditions of such transactions (including the fees or  
other amounts paid by the Company in connection with such transactions) were    
established through                                                             

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arm's-length negotiations which took into account (i) the terms and conditions  
of transactions of the same or a similar nature entered into by the Company     
with unaffiliated third parties, (ii) the terms and conditions of transactions  
of the same or a similar nature entered into by Equitable with unaffiliated     
third parties, and/or (iii) the terms and conditions of market transactions of  
the same or a similar nature entered into by unaffiliated third parties.        
Notwithstanding the foregoing, there can be no assurance that the Company could 
not have obtained more favorable terms from an unaffiliated third party. While  
there can be no assurance, the Company anticipates that future transactions     
with Equitable will be made on an arm's-length basis consistent with past       
practice.                                                                       

FINANCIAL SERVICES PROVIDED BY OR TO THE COMPANY                                

    Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") from time to
time provides investment banking and other services, including administrative   
services to Equitable, AXA and their subsidiaries. The fees related to          
investment banking services were $150,000 and the fees related to               
administrative services were $47,000 in 1997. DLJSC from time to time also      
provides brokerage and research services to Equitable, AXA and their            
subsidiaries. Such services were provided on an arm's-length basis in the       
ordinary course of business at rates comparable to those paid at the time by    
unaffiliated third parties.                                                     

 DLJSC and Pershing distribute certain Alliance sponsored funds and cash
management products and receive standard sales concessions and distribution     
payments. In addition, Alliance and Pershing have an agreement pursuant to      
which Pershing recommends to certain of its correspondent firms the use of      
Alliance cash management products for which it is allocated a portion of the    
revenues derived by Alliance from sales through the Pershing correspondents.    
Amounts paid by Alliance to the Company in connection with the above            
distribution services during 1997 totaled $31.7 million.                        

    EQ Financial Consultants, Inc. ("EQ Financial"), a wholly-owned subsidiary
of Equitable Life formerly known as Equico Securities, Inc., has arrangements   
with each of DLJSC and Wood, Struthers & Winthrop pursuant to which EQ          
Financial's registered representatives are compensated for referring investment 
advisory clients to DLJSC and Wood, Struthers & Winthrop. Referral amounts paid 
by DLJSC and Wood, Struthers & Winthrop during 1997 totaled $1,036,000.         

EQ Financial distributes Wood, Struthers & Winthrop's mutual funds for
which it receives standard sales concessions, which during 1997 totaled         
$855,000.                                                                       

   EQ Financial and the Company are parties to a portfolio manager agreement
with respect to Equitable Classic Strategies, a wrap fee investment program     
offered through EQ Financial. Amounts paid to EQ Financial by the Company were  
$939,000 in 1997.                                                               

Alliance and Wood, Struthers & Winthrop share investment management   
responsibility for a number of institutional accounts. The amount of advisory   
fees received from such accounts that were allocated to Wood, Struthers &       
Winthrop during 1997 totaled $149,000.                                          

  On May 24, 1996, DLJSC issued 15,000 additional shares of its non-voting
Adjustable Rate Cumulative Preferred Stock, for an aggregate purchase price of  
$1.5 million, to WSW 1995 Exchange Fund, L.P. At December 31, 1997, 315,000     
shares were issued and outstanding, of which 70,000 were held                   

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by the Company. The General Partner of such partnership is a subsidiary of      
Wood, Struthers & Winthrop. Such preferred stock will automatically be redeemed 
by DLJSC 15 years from the date of issuance thereof and may be redeemed at the  
option of DLJSC at any time prior to such date.                                 

  Certain directors, officers and employees of the Company, Equitable, AXA
and their subsidiaries maintain margin accounts with DLJSC. Margin account      
transactions for such directors, officers and employees are conducted by DLJSC  
in the ordinary course of business and are substantially on the same terms,     
including interest rates and collateral, as those prevailing at the time for    
comparable transactions with unaffiliated persons and did not involve more than 
the normal risk of collectibility or present other unfavorable features. In     
addition, certain of such directors, officers and employees had investments or  
commitments to invest in various funds sponsored by subsidiaries of the         
Company. Such investments or commitments have been made on the same basis as    
those made by investors not affiliated with the Company and the aggregate of    
such investments are less than 8% of the investments in any such fund. DLJSC    
also, from time to time and in the ordinary course of business, enters into     
transactions involving the purchase or sale of securities from or to such       
directors, officers and employees and members of their immediate families, as   
principal. Such transactions on a principal basis are effected on substantially 
the same terms as similar transactions with unaffiliated third parties except   
that in some instances directors, officers and employees are not charged        
placement fees. DLJSC offers its employees reduced commission rates.            

INSURANCE COVERAGE OBTAINED FROM EQUITABLE                                      

The Company has purchased split-dollar life insurance policies on the 
lives of Messrs. Chalsty, Roby, Daddino and Pechter from Equitable Life at      
rates comparable to those paid at the time by unaffiliated third parties. The   
aggregate amount of premiums for these policies borne by the Company in 1997    
were approximately $173,000 for Mr. Chalsty and $185,000 each for Messrs. Roby, 
Daddino and Pechter. In addition, the Company from time to time purchases life  
insurance policies from Equitable Life on the lives of several hundred          
employees, including Messrs. Chalsty, Roby, Daddino and Bendik, who participate 
in deferred compensation plans maintained by the Company. The Company believes  
these purchases are at rates comparable to those that could be obtained from    
unaffiliated third parities. During 1997, the aggregate premiums paid under     
such policies for all participants was approximately $17.4 million.             

    Equitable arranges for directors and officers liability insurance coverage
for itself and its subsidiaries, including the Company under a policy written   
by insurance companies unaffiliated with Equitable. Based on a review of market 
rates, the Company believes that such rates are at least as favorable to the    
Company as could be obtained from unaffiliated third parties. During 1997, the  
Company paid Equitable $81,000 as the Company's share of the premiums on these  
policies.                                                                       

FINANCIAL SERVICES OBTAINED FROM AFFILIATES                                     

Alliance provides investment management services to certain of the    
Company's employee benefit plans at rates comparable to those paid at the time  
by unaffiliated third parties. Advisory fees from these accounts during 1997    
totaled $1.1 million.                                                           

An affiliate of AXA, AXA Asset Management Partenaires ("AXA Asset     
Management"), provides investment management services to the Winthrop           
Opportunity Funds (the "Funds"), a series of mutual                             

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funds sponsored by Wood, Struthers & Winthrop pursuant to a sub-advisory        
agreement between Wood, Struthers & Winthrop and AXA Asset Management. Advisory 
fees of $600,000 were paid by the Funds to AXA Asset Management during 1997. In 
addition, Wood Struthers & Winthrop pays for various direct fund expenses on    
behalf of the Funds and AXA Asset Management reimburses Wood Struthers &        
Winthrop for 50% of such expenses. The total amount of expenses reimbursed      
during 1997 was approximately $115,000.                                         

OTHER TRANSACTIONS WITH EQUITABLE                                               

In 1993, Equitable Life purchased 200,000 shares of the Company's     
Cumulative Exchangeable Preferred Stock for $20.0 million. In 1996, these       
shares were exchanged, pursuant to the terms thereof, for $20.0 million         
aggregate principal amount of the Company's 9.58% Subordinated Exchange Notes   
due 2003. The Company paid interest on these notes to Equitable Life of $1.9    
million in 1997. Such interest was paid on a pro rata basis to all holders of   
9.58% Subordinated Exchange Notes, including unaffiliated third parties.        

Equitable has committed, subject to approval by Equitable on a        
transaction-by-transaction basis, to provide $750 million of subordinated debt  
financing to the DLJ Bridge Fund. Interest payments and other distributions to  
Equitable Life from the DLJ Bridge Fund during 1997 totaled $5.7 million. The   
Company has agreed to pay Equitable the first $25 million of aggregate          
principal losses incurred by Equitable with respect to all bridge loans. To the 
extent such payments by the Company do not fully cover any such losses incurred 
by Equitable, Equitable is entitled to receive all other distributions          
otherwise payable to the Company with respect to DLJ Bridge Fund activities     
until such losses have been recovered. The Company has also agreed to pay       
Equitable the amount, if any, by which any principal loss on an individual loan 
exceeds $150 million. In addition, Equitable is entitled to one-third of any    
equity securities obtained in connection with any bridge loan.                  

  Column Financial, Inc. ("Column") was created as a joint venture between
Equitable Real Estate Investment Management, Inc., an indirect wholly-owned     
subsidiary of EQ, and DLJ Mortgage Capital, Inc. ("DLJMC") in July 1993. Column 
originates and underwrites mortgage loans for securitization and sale in the    
form of CMOs through DLJMC. In June 1997, the Company purchased Equitable's 50% 
interest in Column (the "Column Purchase"), bringing the Company's ownership of 
Column to 100%. During 1997 until the Column Purchase, Column had a line of     
credit with DLJ which bore interest at 30-day LIBOR plus 2 1/8% secured by      
mortgage loans held for sale. During that period, (i) the maximum aggregate     
amount outstanding under such line of credit at any month-end was $247.5        
million, (ii) the aggregate interest expense paid to DLJMC was $5.1 million and 
(iii) the aggregate amount of mortgages purchased from Column by DLJMC was      
$245.8 million.                                                                 

Equitable Life has invested an aggregate of $52.5 million in Sprout   
Growth, L.P., Sprout Growth II, L.P., Sprout Capital V, L.P., Sprout Capital    
VI, L.P., and Sprout Capital VII, L.P., (collectively, the "Sprout Funds"),     
venture capital funds sponsored by the Company. Distributions to Equitable Life 
from the Sprout Funds during 1997 were $4.2 million. Such distributions were    
paid on a pro rata basis to all investors, including unaffiliated third         
parties.                                                                        

  The Company currently leases certain of its office facilities from joint
ventures in which Equitable participates. Total lease payments by the Company   
with respect to such facilities were $2.0 million for 1997.                     

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STOCKHOLDER PROPOSALS 

   Under the rules and regulations of the Commission as currently in effect,
any holder of at least $1,000 in market value of Common Stock who has held such 
Common Stock for at least one year and who desires to have a proposal presented 
in the Company's proxy material for use in connection with the annual meeting   
of stockholders to be held in 1999 must transmit that proposal (along with his  
or her name, address, the number of shares of Common Stock that he or she holds 
of record or beneficially, the dates upon which the securities were acquired    
and documentary support for a claim of beneficial ownership) in writing as set  
forth below. Proposals of stockholders intended to be presented at the annual   
meeting of stockholders to be held in 1999 must be received by Marjorie S.      
White, Secretary, Donaldson, Lufkin & Jenrette, Inc., 277 Park Avenue, New      
York, New York 10172, no later than January 1, 1999.                            

Holders of Common Stock who want to have proposals submitted for      
consideration at future meetings of the stockholders should consult the         
applicable rules and regulations of the Commission with respect to such         
proposals, including the permissible number and length of proposals and other   
matters governed by such rules and regulations.                                 

ADDITIONAL INFORMATION  

  THE COMPANY WILL MAKE AVAILABLE A COPY OF ITS ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997, WHEN IT BECOMES AVAILABLE, AND ANY        
QUARTERLY REPORTS ON FORM 10-Q OF THE COMPANY FILED THEREAFTER, WITHOUT CHARGE, 
UPON WRITTEN REQUEST TO THE SECRETARY, DONALDSON, LUFKIN & JENRETTE, INC., 277  
PARK AVENUE, NEW YORK, NEW YORK 10172. EACH SUCH REQUEST MUST SET FORTH A GOOD  
FAITH REPRESENTATION THAT, AS OF THE RECORD DATE (MARCH 9, 1998), THE PERSON    
MAKING THE REQUEST WAS A BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE.     

In order to ensure timely delivery of any such document prior to the  
Annual Meeting, any request should be received by the Company promptly.         

OTHER BUSINESS  

The Company knows of no other matters which may come before the Annual
Meeting. However, if any such matters properly come before the Annual Meeting,  
the individuals named in the proxies will vote on such matters in accordance    
with their best judgment.                                                       

                                      BY ORDER OF THE BOARD OF DIRECTORS

                     Marjorie S. White
             Secretary

March 23, 1998                                                                  

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PROXY                                                                           

STOCKHOLDER'S PROXY SOLICITED BY THE BOARD OF DIRECTORS OF  
DONALDSON, LUFKIN & JENRETTE, INC.  

To: Donaldson, Lufkin & Jenrette, Inc.                            

I appoint Marjorie S. White and Michael A. Boyd, individually and 
 together, as my proxies, with power of substitution, to vote all of
      my DONALDSON, LUFKIN & JENRETTE, INC. common stock at the Annual Meeting
 of stockholders of DONALDSON, LUFKIN & JENRETTE, INC. to be held at
the Company's offices, 8th Floor, 277 Park Avenue, New York,      
New York 10172, on Wednesday, April 22, 1998, at 10:00 a.m.,      
New York City time, and at any adjournment or postponement of     
the meeting.                                                      

Nominees:                                                             

John S. Chalsty, Joe L. Roby, Anthony F. Daddino,                 
Hamilton E. James, Richard S. Pechter, Theodore P.                
Shen, Henri de Castries, Denis Duverne, Louis Harris, Henri G.    
Hottinguer, W. Edwin Jarmain, Francis Jungers, Edward D. Miller,  
W.J. Sanders III, Stanley B. Tulin and John C. West.              

(Notation/Comments)                                                     

-------------------------------                                         

-------------------------------                                         

-------------------------------                                         

-------------------------------                                         

-------------------------------                                         
(If you have written in the above space, please mark the corresponding box      
on the reverse side of this card.)                                              

      MY PROXIES WILL VOTE THE SHARES REPRESENTED BY THIS PROXY AS DIRECTED ON
      THE OTHER SIDE OF THIS CARD, BUT IN THE ABSENCE OF ANY INSTRUCTIONS FROM
    ME, MY PROXIES WILL VOTE "FOR" THE ELECTION OF ALL THE NOMINEES LISTED
     UNDER ITEM 1 AND "FOR" ITEM 2 AND ITEM 3. MY PROXIES MAY VOTE ACCORDING
    TO THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING. I MAY REVOKE THIS PROXY PRIOR TO ITS EXERCISE.       
PLEASE SIGN AND DATE OTHER SIDE OF THIS CARD. 
                       (Please fill in the appropriate boxes on the other side.)

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                                                                        6670
[X]  PLEASE MARK YOUR                                                     
CHOICES LIKE THIS IN                                            
BLUE OR BLACK INK.                                              

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL THE NOMINEES LISTED   
UNDER ITEM 1 AND "FOR" ITEM 2 AND ITEM 3.                                       
-----------------------------------------------------------------------------   

Item 1.                                                                         
-------                                                                         
Election of                                                                     
all the members                                                                 
of the Company's                                                                
Directors.                                                                      

FOR [ ]           WITHHELD [ ]                                              

For, except vote withheld from the following nominee(s):                        

--------------------------------------------------------                        

Item 2.                                                                         
-------                                                                         
Approval                                                                        
of Amendment to                                                                 
Restated Certificate                                                            
of Incorporation                                                                

FOR [ ]             AGAINST [ ]               ABSTAIN [ ]                       

Item 3.                                                                         
-------                                                                         
Ratification of                                                                 
the appointment of KPMG Peat                                                    
Marwick LLP as Donaldson,                                                       
Lufkin & Jenrette, Inc.'s                                                       
independent auditors                                                            
for 1998.                                                                       

FOR [ ]             AGAINST [ ]               ABSTAIN [ ]                       

                                                Note: Please sign exactly as
                                               name(s) appear(s) above. If
                                          acting as an executor,
                                           administrator, trustee,
                                                 guardian, etc., you should so
                                               indicate in signing. If the
                                                 stockholder is a corporation,
                                        please sign the full
                                             corporate name, by a duly
                                                 authorized officer. If shares
                                          are held jointly, each
                                            stockholder named should
                                           sign. Date and promptly
                                           return this card in the
                                      envelope provided.

                                                ----------------------------
                                          SIGNATURE(S)    DATE

                                                ----------------------------
                                          SIGNATURE(S)    DATE

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	5/16/00	10
	5/16/99	10
	1/1/99	30
	12/31/98	2	23	10-K
	5/16/98	10
	5/11/98	22
	4/27/98	22
For Period End:	4/22/98	2	31	DEF 14A
	4/1/98	7
	3/23/98	2	30	8-K
Filed on:	3/12/98			SC 13D
	3/9/98	3	30
	3/1/98	5	21
	2/23/98	11
	2/1/98	19
	12/31/97	10	30	10-K
	5/16/97	10
	4/16/97	9		DEF 14A
	1/1/97	12
	12/31/96	23	24	10-K
	11/21/96	9		424B2, 8-K, SC 13D/A
	5/24/96	27
	10/24/95	17
				List all Filings

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Filing Submission 0000950136-98-000481 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Credit Suisse (USA) Inc – ‘PRE 14A’ for 4/22/98

As of: Thursday, 3/12/98 · For: 4/22/98 · Accession #: 950136-98-481 · File #: 1-06862

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents