-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HjVUZeBDUBT2tXbfNYI+UQhemvJQM1VNqfWcq8dE6Am3YN2grifjCcXaB2Dw0ZlX lkWwtaEBK8vhwW7pvexiug== 0000914121-99-000356.txt : 19990413 0000914121-99-000356.hdr.sgml : 19990413 ACCESSION NUMBER: 0000914121-99-000356 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASCENT ASSURANCE INC CENTRAL INDEX KEY: 0000703701 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 731165000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34630 FILM NUMBER: 99591687 BUSINESS ADDRESS: STREET 1: 110 WEST SEVENTH STREET STREET 2: STE 300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178783306 MAIL ADDRESS: STREET 1: 110 WEST SEVENTH STREET STREET 2: SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: WESTBRIDGE CAPITAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON INC CENTRAL INDEX KEY: 0000036121 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132853402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 E 52ND ST STREET 2: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129092000 MAIL ADDRESS: STREET 1: 55 E 52ND ST CITY: NEW YORK STATE: NY ZIP: 10055-0186 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON INC DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: CS FIRST BOSTON GROUP INC/DE DATE OF NAME CHANGE: 19931029 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____ )* Ascent Assurance Inc. (f.k.a. Westbridge Capital Corp.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 04362N103 - -------------------------------------------------------------------------------- (CUSIP Number) William W. Chandler Credit Suisse First Boston 11 Madison Avenue New York, New York 10010-3629 (212) 325-2911 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 24, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 04362N103 ----------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7 SOLE VOTING POWER NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 7,859,164 shares of Common Stock, OWNED BY par value $0.01 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 7,859,164 shares of Common Stock, par value $0.01 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,859,164 shares of Common Stock, par value $0.01 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.6% 14 TYPE OF REPORTING PERSON* BK, HC, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, $0.01 par value (the "Common Stock"), of Ascent Assurance Inc. (formerly known as Westbridge Capital Corp.) ("Ascent" or the "Company"). The principal executive offices of Ascent are located at 110 West Seventh Street, Fort Worth, Texas 76102. Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed by Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its consolidated subsidiaries, to the extent that they constitute part of the Credit Suisse First Boston business unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business unit is engaged in the corporate and investment banking, trading (equity, fixed income and foreign exchange), private equity investment and derivatives businesses on a worldwide basis. The Bank's registered head office is located at Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland. The Bank and its consolidated subsidiaries engage in other separately managed activities, most of which constitute the independently operated Credit Suisse Asset Management business unit; the Credit Suisse Asset Management business unit provides asset management and investment advisory services to institutional investors worldwide. Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts corporation, a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act") and an indirect wholly owned subsidiary of the Bank, beneficially owns the securities reported herein. The principal business office of CSFBC is 11 Madison Avenue, New York, New York 10010. CSFBC is a wholly owned subsidiary of Credit Suisse First Boston, Inc., a Delaware corporation that is, in turn, a wholly owned subsidiary of the Bank. The ultimate parent company of the Bank is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. The principal business of CSG is acting as a holding company for a global financial services group with five distinct specialized business units that are independently operated. In addition to the two business units referred to above, CSG and its consolidated subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the Credit Suisse Private Banking business unit that engages in global private banking business, (b) the Credit Suisse business unit that engages in the Swiss domestic banking business and (c) the Winterthur business unit that engages in the global insurance business. CSG's business address is: Nuschelerstrasse 1, CH-8070, Zurich, Switzerland. CSG, for purposes of certain federal securities laws, may be deemed ultimately to control the Bank and the CSFB business unit. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including all of the business units except the CSFB business unit), may beneficially own shares of Common Stock, and such shares are not reported in this statement on Schedule 13D. Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of shares of Common Stock beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of shares of Common Stock beneficially owned by CSG and any of CSG's and the Bank's other business units. The name, citizenship, residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of the CSFB business unit, of CSFBC and of the SPV, are set forth on Schedules I, II and III, respectively, each of which is incorporated herein by reference. (d-e) None of the Reporting Person, the Bank, CSFBC or any of the executive officers or directors of such persons listed on Schedules I or II during the last five years (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The beneficial ownership interest in Common Stock reported in this statement on Schedule 13D was acquired pursuant to the Plan of Reorganization of the Company (the "Plan"), whereby Special Situations Holdings, Inc. - Westbridge ("SPV"), a wholly-owned subsidiary of CSFBC, (i) received 8,090 shares of Series A Convertible Preferred Stock, par value $0.01 per share ("Convertible Preferred Stock"), in exchange for 11% Senior Subordinated Notes due 2002 (the "11% Notes") that were held by CSFBC, (ii) purchased 15,167 additional shares of Convertible Preferred Stock pursuant to the Stock Purchase Agreement, dated as of September 16, 1998, between the Company and CSFBC (the "Stock Purchase Agreement"), under which CSFB agreed to purchase the Convertible Preferred Stock distributable to holders of 11% Notes and not purchased by other eligible holders of 11% Notes, and (iii) became entitled to receive (upon submission of a letter of transmittal) approximately 3,093,999 shares of Common Stock (which number will be adjusted upward pending the resolution of certain unsecured claims filed against the Company) in exchange for its 7-1/2% Subordinated Convertible Notes Due 2004 (the "7-1/2% Notes") that were held by CSFBC, as more fully described in Item 4 and Item 5 below. The net amount of funds used by SPV to acquire 15,167 shares of Convertible Preferred Stock was $15,167,198. These funds came from CSFBC's working capital. Item 4. Purpose of Transaction. The acquisition of additional securities of the Company is a result of a reorganization proceeding that was commenced by the Company on September 16, 1998 by filing a voluntary petition for relief under Chapter 11, Title 11 of the United States Code, along with a Disclosure Statement (the "Disclosure Statement") and the Plan. The Disclosure Statement and the Plan were amended on October 28, 1998, and the Disclosure Statement was approved by order of the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on October 30, 1998. The Plan was confirmed by the Bankruptcy Court on December 17, 1998 and became effective on March 24, 1999 (the "Effective Date"). On the Effective Date, pursuant to the Plan, all of the Company's outstanding (i) 11% Notes, (ii) 7-1/2% Notes, (iii) Series A Convertible Redeemable Exchangeable Preferred Stock, (iv) Common Stock, par value $.10 per share ( the "Old Common Stock"), (v) warrants to purchase Old Common Stock, (vi) unexercised stock options to purchase Old Common Stock, and (vii) unvested grants of restricted Old Common Stock were cancelled. On March 25, 1999, the Company (i) terminated the registration under Section 12(g) of the Act of the Old Common Stock, the 11% Notes and the 7-1/2% Notes, and (ii) filed a Form 8-A to register its Common Stock and Warrants to purchase Common Stock under Section 12(g) of the Act. After the submission of the letter of transmittal as described in Item 3 above, CSFBC will hold approximately 3,093,999 shares of Common Stock and altogether 23,257 shares of Convertible Preferred Stock, which may be converted at any time at CSFBC's option at an initial conversion price of $4.88 per share into 4,765,165 shares of Common Stock. The Reporting Person and CSFBC may, from time to time, and reserve the right to change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investments, including, among other things, from time to time, acquiring additional securities of the Company, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Person or CSFBC in light of their general investment policies, market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations or other factors. Except as set forth above, neither the Reporting Person nor CSFBC has any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the 1934 Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a-b) 23,257 shares of Convertible Preferred Stock are immediately convertible into 4,765,165 shares of Common Stock, and the Reporting Person may be deemed to have a beneficial ownership interest in such shares and 3,093,999 (which number may be adjusted upward pending the resolution of unsecured claims against the Company) shares of Common Stock, which CSFB will receive upon submission of a letter of transmittal. 7,859,164 shares of Common Stock (which is the total of 4,765,165 and 3,093,999) represent approximately 56.6% of the shares of Common Stock on a converted basis, pursuant to Ascent's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. By reason of their relationship, the Reporting Person and CSFBC may be deemed to share voting and dispositive power with respect to shares of Common Stock reported herein. (c) As described in Item 3, the Plan became effective on March 24, 1999. The acquisition of 15,167 shares of Convertible Preferred Stock was consummated pursuant to the Stock Purchase Agreement. In addition, CSFB and the Company entered into the Registration Rights Agreement, dated as of March 24, 1999, pursuant to which CSFB has the right, if it holds more than 10% of any of the Common Stock or the Convertible Preferred Stock, to cause the Company to register its shares of Common Stock and Convertible Preferred Stock under the Securities Act and thereby permit a public distribution of such shares. Subject to customary limitations, CSFB has the right to demand five registrations and is permitted to "piggy-back" an unlimited number of times other registrations with respect to the Common Stock and Convertible Preferred Stock. Otherwise, neither the Reporting Person nor, to the best knowledge of the Reporting Person, CSFBC or the SPV or any of the persons listed on Schedules I, II or III effected any transactions in shares of Common Stock from April 14, 1998 through April 5, 1999. (d-e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in Item 4 and Item 5 above, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, CSFBC, the SPV or any of the persons listed on Schedules I, II or III hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to securities of the Company. Item 7. Material to be filed as Exhibits. Exhibit Description 2.1 First Amended Plan of Reorganization of Westbridge Capital Corp. under Chapter 11 of the Bankruptcy Code, dated as of October 30, 1998 (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed on September 21, 1998). 10.1 Registration Rights Agreement, dated as of March 24, 1999, between the Company and Special Situations Holdings, Inc. - Westbridge (incorporated by reference to Exhibit 10.13 to the Company's Annual Report Form 10-K filed on March 31, 1999). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 5, 1999 CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the Credit Suisse First Boston business unit By: /s/ William W. Chandler -------------------------------------- Name: William W. Chandler Title: Director
SCHEDULE I Executive Board Members and Executive Officers of the Reporting Person Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, USA Chairman New York, NY 10010 Credit Suisse First Boston and member of the Executive Board, Credit Suisse Group Brady W. Dougan 11 Madison Avenue, Managing Director, Credit USA Board Member New York, NY 10010 Suisse First Boston Corporation Christopher A. Goekjian 11 Madison Avenue, President and Chief USA Board Member New York, NY 10010 Executive Officer, Credit Suisse Financial Products Stephen A.M. Hester 11 Madison Avenue, Chief Financial Officer, United Kingdom Board Member New York, NY 10010 Credit Suisse First Boston, Inc. Marc Hotimsky 11 Madison Avenue, Managing Director, Credit United Kingdom Board Member New York, NY 10010 Suisse First Boston Corporation David C. Mulford 11 Madison Avenue, Vice Chairman, Credit United Kingdom Board Member New York, NY 10010 Suisse First Boston, Inc. and Chairman International, Credit Suisse First Boston Stephen E. Stonefield Uetlibergstrasse 231, Chairman of Pacific USA Board Member P.O. Box 900, CH- Region, Credit Suisse 8045 Zurich, First Boston Switzerland Franz K. von Meyenburg Uetlibergstrasse 231, Deputy Chairman of Europe, Switzerland Board Member P.O. Box 900, CH- Credit Suisse First 8045 Zurich, Boston Switzerland Charles G. Ward III 11 Madison Avenue, Head of Corporate and USA Board Member New York, NY 10010 Investment Banking, Credit Suisse First Boston Corporation David A. DeNunzio 11 Madison Avenue, Chief Executive Officer, USA Executive Officer New York, NY 10010 Private Equity Division John M. Hennessy 11 Madison Avenue, Chairman, Private Equity USA Executive Officer New York, NY 10010 Division
SCHEDULE II Executive Officers and Directors of Credit Suisse First Boston Corporation Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- Allen D. Wheat 11 Madison Avenue, Chief Executive Officer, USA President, Chief New York, NY 10010 Credit Suisse First Boston Executive Officer and member of the and Board Member Executive Board, Credit Suisse Group Benjamin H. Cohen 11 Madison Avenue, Managing Director, Credit USA Managing Director and New York, NY 10010 Suisse First Boston Board Member Brady W. Dougan 11 Madison Avenue, Managing Director, Credit USA Managing Director and New York, NY 10010 Suisse First Boston Board Member Carlos Onis 11 Madison Avenue, Controller, Credit Suisse USA Chief Financial Officer New York, NY 10010 First Boston and Board Member Charles G. Ward III 11 Madison Avenue, Managing Director, Credit USA Managing Director and New York, NY 10010 Suisse First Boston Board Member Jeremy Marshall 11 Madison Avenue, Managing Director, Credit United Kingdom Managing Director and New York, NY 10010 Suisse First Boston Board Member Corporation Joseph McLaughlin 11 Madison Avenue, Managing Director & USA General Counsel and Board New York, NY 10010 General Counsel, Credit Member Suisse First Boston Corporation Richard C. Holbrooke 11 Madison Avenue, Vice Chairman, Credit USA Vice Chairman New York, NY 10010 Suisse First Boston Corporation Ken Miller 11 Madison Avenue, Vice Chairman, Credit USA Vice Chairman New York, NY 10010 Suisse First Boston Corporation David C. Mulford 11 Madison Avenue, Vice Chairman, Credit United Kingdom Vice Chairman New York, NY 10010 Suisse First Boston, Inc. and Chairman International, Credit Suisse First Boston Frank J. Decongelio 11 Madison Avenue, Managing Director, Credit USA Managing Director and New York, NY 10010 Suisse First Boston Director of Operations Lori M. Russo 11 Madison Avenue, Vice President & Secretary, USA Vice President and New York, NY 10010 Credit Suisse First Boston Secretary Corporation Lewis H. Wirshba 11 Madison Avenue, Treasurer, Credit Suisse USA Managing Director and New York, NY 10010 First Boston Corporation Treasurer Rochelle Pullman 11 Madison Avenue, Controller, Credit Suisse USA Director and Controller New York, NY 10010 First Boston Corporation Thomas A. DeGennaro 11 Madison Avenue, Director of Taxes, Credit USA Director and Director New York, NY 10010 Suisse First Boston of Taxes Corporation
SCHEDULE III Executive Board Members and Executive Officers of the SPV Name and Title Business Address Principal Occupation Citizenship - -------------- ---------------- -------------------- ----------- David Matlin 11 Madison Avenue Director and Chairman USA Director and Chairman New York, N.Y. 10010 Donna Alderman 11 Madison Avenue Chairwoman and President USA Chairwoman and President New York, N.Y. 10010 Lori Russo 11 Madison Avenue Secretary USA Secretary New York, N.Y. 10010 Zev Kindler 11 Madison Avenue Treasurer USA Treasurer New York, N.Y. 10010 Tom Zingalli 11 Madison Avenue Comptroller USA Comptroller New York, N.Y. 10010 Rhonda Matty 11 Madison Avenue Assistant Secretary USA Assistant Secretary New York, N.Y. 10010
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