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
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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.
--------------------------------------------------------------------------------
July 24, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed 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, a corporation organized under the laws of
Switzerland, to act as Dealer Manager in connection with Purchaser's offer 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 Purchaser's
Offer to Purchase, dated July 24, 2001 (the "Offer to Purchase"), 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"). 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, 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 (the "Surviving Corporation")
and Parent will hold all of the shares of common stock of the Company. Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee.
Enclosed for your information and use are copies of the following documents:
1. Offer to Purchase, dated July 24, 2001;
2. Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or
cannot be delivered to EquiServe Trust Company, N.A. (the "Depositary") by
the Expiration Date (as defined in the Offer to Purchase) or if the
procedure for book-entry transfer cannot be completed by the Expiration
Date;
4. A letter to holders of the Shares from Xxxxxxx X. Xxxxxxxxxx,
Director of the Company, together with a Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, AUGUST 20, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)), a Letter of Transmittal (or facsimile
thereof) properly completed and duly executed and any other required documents.
If holders of Shares wish to tender, but cannot deliver such holder's
certificates or cannot comply with the procedure for book-entry transfer prior
to the expiration of the Offer, a tender of Shares may be effected by following
the guaranteed delivery procedure described in "The Offer--Procedures for
Accepting the Offer and Tendering Shares" in the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer) in connection with the solicitation of tenders of Shares pursuant
to the Offer. However, Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or X. X. Xxxx & Co., Inc. (the "Information Agent") at their
respective addresses and telephone numbers set forth on the back cover page of
the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the Dealer
Manager or the Information Agent, at their respective addresses and telephone
numbers set forth on the back cover page of the Offer to Purchase.
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF CREDIT SUISSE GROUP, PARENT, PURCHASER, THE DEALER
MANAGER, THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
