SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paracelsus Healthcare Corporation (Name of Issuer) Common Stock, no stated value per share (Title of Class of Securities) 698891108 (CUSIP Number) Lindsay Hollister Credit Suisse First Boston 11 Madison Avenue New York, New York 10010 (212) 325-2911 Craig B. Brod Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 2000 (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 ss.ss.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. Seess.240.13d-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. 698891108 ------------------- 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* Not applicable 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 SHARES BENEFICIALLY OWNED BY See Item 5 EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5 9 SOLE DISPOSITIVE POWER See Item 5 10 SHARED DISPOSITIVE POWER See Item 5 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 14 TYPE OF REPORTING PERSON* BK, HC, 00 *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. This Amendment No. 1 amends and supplements the Report on Schedule 13D, originally filed on August 26, 1996 (the "Schedule 13D"), with respect to the shares of common stock, no stated value per share (the "Shares"), of the Paracelsus Healthcare Corporation (the "Company"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. All references in the Schedule 13D to Donaldson, Lufkin & Jenrette, Inc. or to the defined term "DLJ", to the extent not otherwise amended by this Amendment No. 1, are hereby amended to refer instead to Credit Suisse First Boston (USA), Inc. and to the defined term "CSFB-USA", respectively. Item 2. Identity and Background. ----------------------- The response set forth in Item 2 of the Schedule 13D is hereby amended as follows: (i) by deleting the first paragraph and replacing it with the following: "This Amendment No. 1 is being filed by Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its 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 address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland. The Bank and its 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. The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware corporation. The ultimate parent company of the Bank and CSFBI, and the direct owner of the remainder of the voting stock of CSFBI, is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. As of November 3, 2000, CSFBI acquired all of the voting stock of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, which was renamed Credit Suisse First Boston (USA), Inc. ("CSFB-USA") and the following entities became indirect subsidiaries of CSFBI: (1) DLJ Venture Capital Fund II, L.P., a Delaware limited partnership ("DLJ II"); (2) DLJ Fund Associates II, a New York partnership ("Associates II"); (3) Sprout Growth, L.P., a Delaware limited partnership ("Growth"); (4) DLJ Growth Associates, a New York Partnership ("Associates"); (5) Sprout Capital VI, L.P., a Delaware limited partnership ("Sprout VI"), (6) Sprout Growth II, L.P., a Delaware limited partnership ("Growth II"); (7) DLJ Capital Corporation, a Delaware corporation ("DLJCC"); (8) DLJ First ESC L.L.C., a Delaware limited liability company ("ESC"); (9) DLJ LBO Plans Management Corporation, a Delaware corporation ("LBO"); (10) DLJ Capital Investors, Inc., a Delaware corporation ("DLJCI") and (11) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware corporation ("DLJSC" (together with the entities listed in (1) through (10) above, the "DLJ Entities"))." (ii) by deleting the fourteenth through eighteenth paragraphs and replacing them with the following: "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 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. The address of CSG's principal business and office is Paradeplatz 8, Postfach 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, and such Shares are not reported in this Amendment No. 1. Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the CSFB business unit. The CSFB business unit disclaims beneficial ownership of Shares beneficially owned by CSG and any of CSG's and the Bank's other business units. The address of the principal business and office of CSFBI is 11 Madison Avenue, New York, New York 10010." (iii) by deleting the second sentence of the nineteenth paragraph and the twentieth through twenty-second paragraphs and replacing them with the following: "The name, business address, citizenship, present principal occupation or employment and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or director of the Reporting Person, CSFBI, CSFB-USA, and those DLJ Entities owning shares of the Company directly and that are corporations are set forth on Schedules A through F , respectively, attached hereto, each of which is incorporated by reference herein. During the past five (5) years none of the Reporting Person, CSFBI, CSFB-USA, the DLJ Entities nor, to the best knowledge of the Reporting Person, any of the other persons listed on Schedules A through F attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 United States federal or state securities laws or finding any violation with respect to such laws." Item 5. Interest in Securities of the Issuer. ------------------------------------ The response set forth in Item 5 of the Schedule 13D is hereby amended as follows: (i) by adding, at the beginning of the first paragraph of such response, the words "(a)-(b) The information set forth in this and the eleven following paragraphs is presented as of August 26, 1996." (ii) by deleting the twelfth through fourteenth paragraphs. (iii) by inserting, after the fifteenth paragraph, the following: "As of the date of this Amendment No. 1, DLJ II directly holds 60,089 Shares and has the shared power to vote and direct the disposition of such Shares, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, Growth directly holds 1,236,612 Shares and has the shared power to vote and direct the disposition of such Shares, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, Sprout VI directly holds 1,869,695 Shares and has the shared power to vote and direct the disposition of such Shares, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, Growth II directly holds 1,015,695 Shares and has the shared power to vote and direct the disposition of such Shares, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 1, DLJCC directly holds 103,371 Shares and has the shared power to vote and direct the disposition of such Shares, in accordance with the relationships described in Item 2. As a result of the holdings of the Company's securities described above, the Reporting Person may be deemed to beneficially own indirectly 4,285,462 Shares, representing 7.2% of the outstanding Shares." The response set forth in (c) of Item 5 of the Schedule 13D is hereby deleted and replaced with the following: "No transaction in the Shares of the Company has been effected since September 4, 2000 by the Reporting Persons, CSFBI, CSFB-USA, or the DLJ Entities." Item 7. Material to be filed as Exhibits. -------------------------------- The response set forth in Item 7 of the Schedule 13D is hereby amended as follows: Exhibit 1 of the Schedule 13D is hereby deleted in its entirety. 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: December 14, 2000 Credit Suisse First Boston, acting solely on behalf of the Credit Suisse First Boston business unit. By: /s/ Lindsay Hollister --------------------- Name: Lindsay Hollister Title: Director SCHEDULES --------- Schedules B, C, E and F through M are hereby deleted in their entirety and replaced with the following: Schedule B ---------- Executive Officers and Directors -------------------------------- of -- DLJ Capital Investors, Inc. --------------------------- The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the DLJ Capital Investors, Inc. The business address of the DLJ Capital Investors, Inc. is 277 Park Avenue, New York, NY 10172. Name and Title Business Address Principal Occupation Citizenship -------------- ---------------- -------------------- ----------- Anthony F. Daddino 277 Park Avenue Chief Administrative Officer, USA Executive Vice President and Chief New York, NY 10172. Credit Suisse First Boston Financial Officer business unit Joe L. Roby 277 Park Avenue Chairman, Credit Suisse First USA Chief Operating Officer New York, NY 10172. Boston business unit Hamilton E. James 277 Park Avenue Co-Head of Investment Banking, USA Chief Executive Officer New York, NY 10172. Credit Suisse First Boston business unit
Schedule C ---------- Executive Officers and Directors -------------------------------- of -- DLJ LBO Plans Management Corporation ------------------------------------ The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the DLJ LBO Plans Management Corporation. The business address of the DLJ LBO Plans Management Corporation is 277 Park Avenue, New York, NY 10172. Name and Title Business Address Principal Occupation Citizenship -------------- ---------------- -------------------- ----------- Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA President New York, NY 10010 Credit Suisse First Boston business unit Vincent DeGiaimo 277 Park Avenue Investment Banker USA Senior Vice President New York, NY 10172 Edward A. Poletti 277 Park Avenue Principal, DLJ Merchant Banking, USA Senior Vice President and Controller New York, NY 10172 Inc. James D. Allen 277 Park Avenue Vice President, Donaldson, USA Vice President New York, NY 10172 Lufkin & Jenrette Securities Corporation Ivy B. Dodes 277 Park Avenue Senior Vice President/Principal, USA Vice President and Assistant Secretary New York, NY 10172 DLJ Merchant Banking, Inc. John S. Ficarra 277 Park Avenue Vice President, Donaldson, USA Vice President New York, NY 10172 Lufkin & Jenrette Securities Corporation Osamu Watanabe 2121 Avenue of the Stars Vice President, Donaldson, USA Vice President 30th Floor, Los Angeles, CA Lufkin & Jenrette Securities 90067 Corporation Arthur S. Zuckerman 277 Park Avenue Chief Administrative Officer, USA Vice President New York, NY 10172 Sprout Group Richard A. Scardina 277 Park Avenue, Assistant Vice President, USA Divisional Vice President New York, NY 10172 Donaldson, Lufkin & Jenrette Securities Corporation
Schedule E ---------- Directors and Executive Officers -------------------------------- of -- Credit Suisse First Boston (USA), Inc. -------------------------------------- The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the CSFB-USA. The business address of the CSFB-USA is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship -------------- ---------------- -------------------- ----------- Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA President and Chief Executive Officer New York, NY 10010 and President and Chief and Board Member Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Chief Financial and Administrative New York, NY 10010 Credit Suisse First Boston Officer and Board Member business unit Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Division Head-Equities and Board New York, NY 10010 First Boston business unit Member D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First Boston business unit David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston Board Member business unit Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit Member Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First Finance Boston business unit Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit Garrett M. Moran 11 Madison Avenue Head of Private Equity, Credit USA Division Head of Private Equity New York, NY 10010 Suisse First Boston business unit Robert C. O'Brien 11 Madison Avenue Head of Private Equity, Credit USA Chief Credit Officer New York, NY 10010 Suisse First Boston business unit Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Division Head-Finance, Administration New York, NY 10010 Board and Chief Financial and Operations and Board Member Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA Treasurer New York, NY 10010 Boston business unit Robert M. Baylis 11 Madison Avenue Member of the Board of Directors USA Board Member New York, NY 10010 for various unaffiliated companies and organizations Philip K. Ryan 11 Madison Avenue Member of the Executive Board USA Board Member New York, NY 10010 and Chief Financial Officer, Credit Suisse Group Maynard J. Toll, Jr. 11 Madison Avenue Retired investment Banker; USA Board Member New York, NY 10010 Chairman, Edmund S. Muskie Foundation; President, Nelson & Toll Properties, Ltd.
Schedule F ---------- Directors and Executive Officers -------------------------------- of -- Credit Suisse First Boston, Inc. -------------------------------- The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the CSFBI. The business address of the CSFBI is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship -------------- ---------------- -------------------- ----------- Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA President and Chief Executive Officer New York, NY 10010 and President and Chief and Board Member Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Chief Administrative Officer and New York, NY 10010 Credit Suisse First Boston Board Member business unit Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Division Head-Equities and Board New York, NY 10010 First Boston business unit Member D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk USA Head of Strategic Risk Management New York, NY 10010 Management, Credit Suisse First Boston business unit David C. Fisher 11 Madison Avenue Chief Accounting Officer, Credit USA Chief Accounting Officer New York, NY 10010 Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Head of Financial Services Group and New York, NY 10010 Credit Suisse First Boston Board Member business unit Stephen A. M. Hester 11 Madison Avenue Head of Fixed Income, Credit USA Division Head-Fixed Income and Board New York, NY 10010 Suisse First Boston business unit Member Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Christopher G. Martin 11 Madison Avenue Head of Technology, Operations USA Head of Technology, Operations and New York, NY 10010 and Finance, Credit Suisse First Finance Boston business unit Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA General Counsel and Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit Robert C. O'Brien 11 Madison Avenue Chief Credit Officer, Credit USA Chief Credit Officer New York, NY 10010 Suisse First Boston business unit Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Chief Financial Officer and New York, NY 10010 Board and Chief Financial Board Member Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Charles G. Ward, III 11 Madison Avenue Co-Head Investment Banking, USA Division Co-Head-Investment Banking New York, NY 10010 Credit Suisse First Boston and Board Member business unit Lewis H. Wirshba 11 Madison Avenue Treasurer, Credit Suisse First USA Treasurer New York, NY 10010 Boston business unit Garret M. Moran 11 Madison Avenue Head of Private Equity, Credit USA Head of Private Equity New York, NY 10010 Suisse First Boston business unit
Schedule G ---------- Executive Board Members and Executive Officers ---------------------------------------------- of -- the CSFB business unit ---------------------- The following table sets forth the name, business address, present principal occupation and citizenship of each executive board member and executive officer of the CSFB business unit. The business address of the CSFB business unit is 11 Madison Avenue, New York, New York 10010. Name and Title Business Address Principal Occupation Citizenship -------------- ---------------- -------------------- ----------- Allen D. Wheat 11 Madison Avenue Chairman of the Executive Board USA Chairman New York, NY 10010 and President and Chief Executive Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Brady W. Dougan 11 Madison Avenue Head of Equities, Credit Suisse USA Board Member New York, NY 10010 First Boston business unit Stephen A.M. Hester 11 Madison Avenue Head of Fixed Income, Credit United Kingdom Board Member New York, NY 10010 Suisse First Boston business unit David C. Mulford One Cabot Square Chairman International, Credit United Kingdom Board Member London, England E14 4QJ Suisse First Boston Stephen E. Stonefield One Raffles Link Chairman of Pacific Region, USA Board Member Singapore Credit Suisse First Boston Charles G. Ward, III 11 Madison Avenue Co-Head of Investment Banking, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Anthony F. Daddino 11 Madison Avenue Chief Administrative Officer, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Hamilton E. James 11 Madison Avenue Co-Head of Investment Banking, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Gates H. Hawn 11 Madison Avenue Head of Financial Services, USA Board Member New York, NY 10010 Credit Suisse First Boston business unit Bennett Goodman 277 Park Avenue Managing Director and Global USA Board Member New York, NY 10172 Head of Leveraged Finance Fixed Income Division, Credit Suisse First Boston business unit David S. Moore 11 Madison Avenue Deputy Head of Global Equity USA Board Member New York, NY 10010 Trading, Credit Suisse First Boston business unit Joe L. Roby 11 Madison Avenue Chairman, Credit Suisse First USA Board Member New York, NY 10010 Boston business unit Paul Calello 11 Madison Avenue Managing Director, Credit Suisse USA Board Member New York, NY 10010 First Boston and Head of Equity Derivatives and Convertibles Unit Christopher Carter 17 Columbus Courtyard Managing Director, Credit Suisse United Kingdom Board Member London, England E14 4DA First Boston and Chairman, Global Equity Capital Markets and Head of European Investment Banking James P. Healy 11 Madison Avenue Managing Director, Credit Suisse USA Board Member New York, NY 10010 First Boston and Global Head of Emerging Market Group John Nelson One Cabot Square Chairman, Credit Suisse First United Kingdom Board Member London, England E14 4QJ Boston Europe Limited Trevor Price One Cabot Square Managing Director, Credit Suisse United Kingdom Board Member London, England E14 4QJ First Boston and Head of Developed Markets Rates Business in the Fixed Income Division Richard E. Thornburgh 11 Madison Avenue Vice-Chairman of the Executive USA Board Member New York, NY 10010 Board and Chief Financial Officer, Credit Suisse First Boston business unit and Member of the Executive Board, Credit Suisse Group Joseph T. McLaughlin 11 Madison Avenue Executive Vice President, Legal USA Board Member New York, NY 10010 and Regulatory Affairs, Credit Suisse First Boston business unit