OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF THE SERIES DESIGNATED
CREDIT SUISSE FIRST BOSTON (USA), INC. CSFBDIRECT COMMON STOCK
of
CREDIT SUISSE FIRST BOSTON (USA), INC.
at
$6 NET PER SHARE
by
CSFBDIRECT ACQUISITION CORP.
a wholly owned subsidiary of
CREDIT SUISSE FIRST BOSTON, INC.
----------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, AUGUST 20, 2001, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated July 24,
2001 (the "Offer to Purchase"), and a related Letter of Transmittal in
connection with the offer by CSFBdirect Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Credit Suisse First
Boston, Inc., a Delaware corporation ("Parent") and an indirect wholly owned
subsidiary of Credit Suisse Group, to purchase all outstanding shares of common
stock of the series designated Credit Suisse First Boston (USA), Inc. CSFBDIRECT
Common Stock, par value $.10 per share (the "Shares"), of Credit Suisse First
Boston (USA), Inc., a Delaware corporation (the "Company"), at a price of $6 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
hereto or thereto, collectively constitute the "Offer"). The Offer is being made
in connection with the Agreement and Plan of Merger, dated as of July 11, 2001
(the "Merger Agreement"), among Parent, Purchaser and the Company. The Merger
Agreement provides, among other things, that as promptly as practicable after
the purchase of Shares pursuant to the Offer and the satisfaction or, if
permissible, waiver of the other conditions set forth in the Merger Agreement
and in accordance with the relevant provisions of the General Corporation Law of
the State of Delaware ("Delaware Law"), Purchaser will be merged with and into
the Company (the "Merger"). As a result of the Merger, the Company will continue
as the surviving corporation and will remain a direct subsidiary of Parent.
We (or our nominee) are the holder of record of Shares held by us for your
account. A tender of such Shares can be made only by us as the holder of record
and pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by us
for your account.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $6 per Share, net to the seller in cash.
2. The Offer is being made for any and all outstanding Shares.
3. A special committee established by the Board of Directors of the
Company has determined (i) that the Offer and the Merger upon the terms and
conditions set forth in the Merger Agreement are fair to and in the best
interests of the holders of Shares (other than Purchaser or its affiliates);
(ii) to approve the Merger Agreement substantially in the form reviewed by
the Special Committee; (iii) to recommend to the holders of Shares (other
than Purchaser or its affiliates) that the holders of Shares (other than
Purchaser or its affiliates) accept the Offer and tender their Shares in the
Offer; and (iv) that the proposed Offer, the Merger and the Merger Agreement
should be recommended by the Board, which should approve and declare
advisable the proposed Offer, the Merger and the Merger Agreement.
4. The Board of Directors of the Company, acting upon the
recommendation of the special committee, has, by unanimous vote of all
directors present and voting at the meeting, (i) determined that it is fair
to, and in the best interests of, the holders of Shares (other than
Purchaser or its affiliates) to consummate the Offer and the Merger upon the
terms and subject to the conditions of the Merger Agreement and Delaware
Law; (ii) has approved and declared advisable the Merger Agreement, the
Offer and the Merger; and (iii) has resolved to recommend that the holders
of Shares (other than Purchaser or its affiliates) accept the Offer and
tender their Shares pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Monday, August 20, 2001 unless the Offer is extended.
6. The Offer is conditioned upon, among other things, the nonwithdrawal
by the special committee of its approval or recommendation of the Offer, the
Merger and the Merger Agreement.
7. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the sale and
transfer of any Shares to Purchaser pursuant to the Offer.
8. Tendering stockholders who fail to complete and sign the Substitute
Form W-9 may be subject to a required federal backup withholding tax
(currently at 31% rate) of the gross proceeds payable to such stockholder or
other payee pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by any administrative
or judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, Purchaser will make a good faith effort
to comply with such state statute. If, after such good faith effort, Purchaser
cannot comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchaser by Credit Suisse First Boston Corporation or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
Instructions With Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of the Series Designated
CREDIT SUISSE FIRST BOSTON (USA), INC. CSFBDIRECT COMMON STOCK
of
CREDIT SUISSE FIRST BOSTON (USA), INC.
by
CSFBDIRECT ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated July 24, 2001, and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements hereto and
thereto, collectively constitute the "Offer") in connection with the offer by
CSFBdirect Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Credit Suisse First Boston, Inc, a Delaware corporation and an
indirect wholly owned subsidiary of Credit Suisse Group, a corporation organized
under the laws of Switzerland, to purchase any and all of the outstanding shares
of common stock of the series designated Credit Suisse First Boston (USA), Inc.
CSFBDIRECT Common Stock, par value $.10 per share (the "Shares"), of Credit
Suisse First Boston (USA), Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
--------------------------------------------------------------------------------
Number of Shares to be Tendered*: __________________________________________
Date: ______________________________________________________________________
SIGN HERE
____________________________________________________________________________
SIGNATURE(S)
____________________________________________________________________________
____________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
____________________________________________________________________________
____________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS
____________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
____________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
--------------------------------------------------------------------------------
PLEASE RETURN THIS FORM TO THE
BROKERAGE FIRM MAINTAINING YOUR ACCOUNT
