-----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, CWTQ/Hx8k1/ACJDH15bzoq87aKUYN7LkwiLb1VgMFRM4PpNCQZtLkltLdthOnHwh qwaKy2+igO0hjO2/NBQyjg== 0000914121-98-000767.txt : 19980928 0000914121-98-000767.hdr.sgml : 19980928 ACCESSION NUMBER: 0000914121-98-000767 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980925 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLF VENTURES INC CENTRAL INDEX KEY: 0000833864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 870403864 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49747 FILM NUMBER: 98715161 BUSINESS ADDRESS: STREET 1: 255 S ORANGE AVE STREET 2: STE 1515 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 8013638961 MAIL ADDRESS: STREET 1: 255 SOUTH ORANGE AVE SUITE 1515 CITY: ORLANDO STATE: FL ZIP: 32801 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. _____)* Golf Ventures, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 38168202 - -------------------------------------------------------------------------------- (CUSIP Number) William W. Chandler Credit Suisse First Boston Corporation 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) July 2, 1998 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). - -------------------------------- ----------------------------- CUSIP No. 38168202 13D Page 2 of 8 Pages - -------------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 (See Instructions)(a) |_| (b) |X| - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) WC - ------- ------------------------------------------------------------------------ 5 CHECK 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 13,648,182 ------ --------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY ------ --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,648,182 PERSON WITH ------ --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,648,182 - ------- ------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.46%* *Corporate actions have been taken which effectively will reduce Reporting Person's percentage ownership to 24.97%. See Item 5. - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) BK, HC, OO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Statement relates to shares of common stock, $0.001 par value (the "Common Stock"), of Golf Ventures, Inc., a Utah corporation (the "Corporation"). The Corporation's principal executive office is 102 West 500 South, Salt Lake City, UT 84104. 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 "1934 Act") and an indirect majority owned subsidiary of the Bank, directly 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. ("CSFBI"), a Delaware corporation. The Bank owns a majority of the voting stock of CSFBI. The ultimate parent company of the Bank and CSFBI, and the owner of the remainder of the voting stock of CSFBI, 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: Paradeplatz 8, Post Fach 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 and of CSFBC, are set forth on Schedule I and Schedule II, 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. On July 2, 1998, the Corporation agreed to transfer to Credit Suisse First Boston Mortgage Capital, LLC ("CSFBMC"), a wholly-owned subsidiary of CSFBC, 13,433,528 shares of Common Stock of the Corporation, which shares were subsequently transferred to CSFBC, in consideration of services and other good and valuable consideration provided pursuant to the letter agreement (the "Letter Agreement") regarding a structuring advisory fee, dated as of July 2, 1998, among CSFBMC, the Corporation and the subsidiaries of the Corporation named therein. Previously, on April 8, 1998, the Corporation had agreed to transfer to CSFBMC 218,182 shares of Common Stock as a deposit for future services, resulting in an aggregate transfer of 13,648,182 shares of Common Stock to CSFBC on July 2, 1998. Item 4. Purpose of Transaction. The purpose of the transaction was to provide compensation to CSFBMC for services rendered as a structuring advisor with respect to raising working capital for the corporation. Other than the transactions listed above, neither the Reporting Person nor CSFBC has acquired or disposed of any shares of Common Stock. Except as indicated in this Schedule 13D, neither the Reporting Person nor CSFBC currently has any specific plans or proposals that relate or would result in any of the matters described in subparagraphs (b) - (j) of item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) In July 1998, the Corporation entered into a loan agreement and stock agreement with CSFBMC, pursuant to which CSFBMC lent the Corporation $86,550,000 and entered into an agreement concerning structuring advisory services provided in connection with the transaction (the "Agreement"). In connection with services rendered pursuant to the Agreement, CSFBMC received 13,648,182 newly issued shares of Common Stock of the Corporation (the "CSFBMC Shares"). The Agreement expressly provides that the CSFBMC Shares were to represent less than 25% of the issued and outstanding shares of Common Stock of the Corporation. According to the combined Schedule 14A and 14C filed by the Corporation with the Commission on July 31, 1998, the Corporation had outstanding as of July 31, 1998 (i) 24,610,538 shares of Common Stock and (ii) 6,672,518 Shares of Series D Convertible Preferred Stock (the "Series D Stock"). The Series D Stock is entitled to vote on all matters along with the Common Stock, has four votes per share, and automatically converts into Common Stock at a 4 to 1 ratio upon the authorization of a sufficient number of shares of Common Stock. Prior to CSFBMC receiving any shares of Common Stock, an appropriate amendment to the Certificate of Incorporation (the "Amendment") was approved by consent of the Corporation's shareholders owning of record more than a majority of the outstanding Common and Preferred shares. Pursuant to the Amendment, the Company's Certificate of Incorporation will be amended to duly authorize the issuance of the Series D Stock and increase the number of authorized Common Shares to 100,000,000, thereby triggering the automatic conversion of all 6,672,518 shares of Series D Stock into 26,690,072 shares of Common Stock. No further corporate action regarding approval of such Amendment is necessary. A preliminary Information Statement has been filed with the Securities and Exchange Commission by the Corporation, and the Corporation has agreed to mail to its shareholders the definitive Information Statement promptly upon receiving SEC clearance. Twenty days subsequent to the mailing to shareholders of the Information Statement, the Corporation has committed to file the Amendment with the Secretary of State of the State of Utah, thus duly amending its Certificate of Incorporation. Upon such filing, the Corporation's outstanding shares of Common Stock will be increased as set forth above as a result of the automatic conversion of Series D Stock into 26,690,072 shares of Common Stock. In addition, pursuant to the Capital Stock Purchase Agreement, the Corporation is committed to issue an additional 3,346,761 shares of Common Stock (the "Additional Common Stock") upon the filing of the Amendment. Upon the conversion of the Series D Stock and the issuance of the Additional Common Stock, the Reporting Person will be the beneficial owner of 24.97% of the outstanding Common Stock. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 13,648,182 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 13,648,182 shares of Common Stock. (c) Except as set forth herein, CSFBC does not beneficially own any shares of Common Stock of the Issuer nor has CSFBC engaged in any transactions in any such shares of Common Stock during the sixty day period immediately preceding the date hereof. (d) & (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither the Reporting Person nor CSFBC 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. Not applicable. 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. Date: September 16, 1998 CREDIT SUISSE FIRST BOSTON CORPORATION 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 Suisse USA Board Member New York, NY 10010 First Boston Corporation Christopher A. Goekjian 11 Madison Avenue President and Chief Executive USA Board Member New York, NY 10010 Officer, Credit Suisse Financial Products Stephen A.M. Hester 11 Madison Avenue Chief Financial Officer, Credit United Kingdom Board Member New York, NY 10010 Suisse First Boston, Inc. Marc Hotimsky 11 Madison Avenue Managing Director, Credit Suisse United Kingdom Board Member New York, NY 10010 First Boston Corporation David C. Mulford 11 Madison Avenue Vice Chairman, Credit Suisse United Kingdom Board Member New York, NY 10010 First Boston, Inc. and Chairman International, Credit Suisse First Boston Stephen E. Stonefield Uetlibergstrasse 231 Chairman of Pacific Region, USA Board Member P.O. Box 900, CH-8045 Credit Suisse First Boston Zurich, Switzerland Franz K. von Meyenburg Uetlibergstrasse 231 Deputy Chairman of Europe, Switzerland Board Member P.O. Box 900, CH-8045 Credit Suisse First Boston Zurich, Switzerland Charles G. Ward III 11 Madison Avenue Head of Corporate and Investment USA Board Member New York, NY 10010 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 Division USA Executive Officer New York, NY 10010
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 Executive New York, NY 10010 Credit Suisse First Boston Officer and Board Member and member of the Executive Board, Credit Suisse Group Benjamin H. Cohen 11 Madison Avenue Managing Director, Credit Suisse USA Managing Director and New York, NY 10010 First Boston Board Member Brady W. Dougan 11 Madison Avenue Managing Director, Credit Suisse USA Managing Director and New York, NY 10010 First Boston Board Member Carlos Onis 11 Madison Avenue Controller, Credit Suisse USA Chief Financial Officer and New York, NY 10010 First Boston Board Member Charles G. Ward III 11 Madison Avenue Managing Director, Credit Suisse USA Managing Director and New York, NY 10010 First Boston Board Member Jeremy Marshall 11 Madison Avenue Managing Director, Credit Suisse United Kingdom Managing Director and New York, NY 10010 First Boston Corporation Board Member Joseph McLaughlin 11 Madison Avenue Managing Director & General USA General Counsel and New York, NY 10010 Counsel, Credit Suisse First Boston Board Member Corporation Richard C. Holbrooke 11 Madison Avenue Vice Chairman, Credit Suisse USA Vice Chairman New York, NY 10010 First Boston Corporation Ken Miller 11 Madison Avenue Vice Chairman, Credit Suisse USA Vice Chairman New York, NY 10010 First Boston Corporation David C. Mulford 11 Madison Avenue Vice Chairman, Credit Suisse United Kingdom Vice Chairman New York, NY 10010 First Boston, Inc. and Chairman International, Credit Suisse First Boston Frank J. Decongelio 11 Madison Avenue Managing Director, Credit Suisse USA Managing Director and New York, NY 10010 First Boston Director of Operations Stuart Min 11 Madison Avenue Deputy General Counsel, Credit USA Director and Deputy General New York, NY 10010 Suisse First Boston Corporation Counsel Lori M. Russo 11 Madison Avenue Vice President & Secretary, Credit USA Vice President and Secretary New York, NY 10010 Suisse First Boston Corporation Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA Managing Director and New York, NY 10010 Boston Corporation Treasurer Rochelle Pullman 11 Madison Avenue Controller, Credit Suisse First USA Director and Controller New York, NY 10010 Boston Corporation Thomas A. DeGennaro 11 Madison Avenue Director of Taxes, Credit Suisse USA Director and New York, NY 10010 First Boston Corporation Director of Taxes
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