UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
E*TRADE Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
269246-10-4
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(CUSIP Number)
STEPHEN A. GRANT, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY 10004
(212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 9, 2002
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(Date of Event which Requires Filing of this Statement)
If a 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).
(continued on following pages)
Page 1 of 10 Pages
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CUSIP NO. 269246-10-4 13D PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 18,782,567
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH ---------------------------------------------
10 SHARED DISPOSITIVE POWER
18,782,567
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,782,567
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO. 269246-10-4 13D PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 18,782,567
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH ---------------------------------------------
10 SHARED DISPOSITIVE POWER
18,782,567
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,782,567
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of E*TRADE Group, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 4500 Bohannon Drive, Menlo Park, CA 94025.
Item 2. Identity and Background.
This Statement is filed by SOFTBANK Corp. ("SOFTBANK") and Masayoshi
Son ("Mr. Son" and, together with SOFTBANK, the "Reporting Persons").
SOFTBANK is a corporation organized under the laws of Japan and Mr. Son
is a Japanese citizen.
Mr. Son's principal occupation is president and chief executive officer
of SOFTBANK. The business address of Mr. Son is c/o SOFTBANK Corp., 24-1
Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo 103-8501, Japan. SOFTBANK's principal
businesses include the provision of information and distribution services and
infrastructure for the digital information industry, the distribution of
computer software and network products and the publication of Japanese computer
technology magazines.
None of the Reporting Persons nor, to the best knowledge and belief of
SOFTBANK, any of its executive officers and directors, has during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction, and is or was, as a result of
such proceeding, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Schedule 1 hereto sets forth the principal office address of SOFTBANK,
and with respect to each executive officer of SOFTBANK, the following
information: (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, and (d) citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
On May 9, 2002, E*TRADE Japan K.K. ("E*TRADE Japan") acquired 3,380,879
shares of Common Stock in exchange for 31,250 shares of E*TRADE Japan issued by
E*TRADE Japan.
On May 9, 2002, SOFTBANK America Inc. ("SB America") beneficially owned
15,401,688 shares of Common Stock. Such shares were acquired on August 20, 1998
pursuant to the Stock Purchase Agreement, dated as of July 9, 1998 (the
"Purchase Agreement"), by and between the Issuer and SOFTBANK Holdings Inc.
("SBH"), whereby SBH agreed to purchase 62,591,688 shares of Common Stock from
the Issuer for a purchase price of approximately $6.3906 per share. SBH used
available cash of SOFTBANK to fund this acquisition. On December 31, 1998, SBH
contributed the 62,591,688 shares of Common Stock to SB America. (The number of
shares and the purchase price have been adjusted to reflect subsequent stock
splits.) Between December 31, 1998 and May 9, 2002, SB America sold 47,190,000
shares of Common Stock.
Page 4 of 10 Pages
Item 4. Purpose of Transaction.
In exchange for 3,380,879 shares of Common Stock, E*TRADE Japan
transferred 31,250 of newly issued shares of E*TRADE Japan to the Issuer.
E*TRADE Japan has advised the Reporting Persons that the purpose of this
exchange of shares was to strengthen the relationship between E*TRADE Japan and
the Issuer. The purpose of the acquisition of shares of Common Stock pursuant to
the Purchase Agreement was to make an investment in the Issuer.
Each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition, business operations and prospects, market price of
the Common Stock, conditions in securities markets generally, general economic
and industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may, at any time and from time
to time: acquire additional Common Stock or securities convertible or
exchangeable for Common Stock; dispose of shares of Common Stock; and/or enter
into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock. Any such transactions may be effected at any time and from time to
time subject to any applicable limitations of the Securities Act of 1933, as
amended, and the contractual restrictions described in Item 6. To the knowledge
of each Reporting Person, each of the persons listed on Schedule 1 hereto may
make the same evaluation and reserves the same rights.
As of the date of the filing of this Statement, none of SOFTBANK or Mr.
Son, nor, to the best knowledge and belief of SOFTBANK, any of its executive
officers or directors, has any other plan or proposal which relates to or would
result in any of the actions set forth in parts (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The percentage of the Issuer's outstanding Common Stock reported herein
as beneficially owned by the Reporting Persons is based upon 355,290,580 shares
of Common Stock (the "Outstanding Shares") reported by the Issuer as outstanding
as of May 3, 2002 in a Form 10-Q, dated May 15, 2002, filed with the SEC by the
Issuer on May 15, 2002.
SOFTBANK Finance Corporation ("SB Finance") is a wholly-owned
subsidiary of SOFTBANK. Mr. Son is the President and Chief Executive Officer of
SOFTBANK and owns an approximately 39.91% interest in SOFTBANK. Following the
issuance of 31,250 shares of E*TRADE Japan to the Issuer, SB Finance owns an
approximately 44.56% interest in E*TRADE Japan. Accordingly, securities owned by
E*TRADE Japan may be regarded as being beneficially owned by SB Finance;
securities owned by SB Finance may be regarded as being beneficially owned by
SOFTBANK; and securities owned by SOFTBANK may be regarded as being beneficially
owned by Mr. Son.
SB America is a wholly-owned subsidiary of SBH, which in turn is a
wholly-owned subsidiary of SOFTBANK. Accordingly, securities owned by SB America
may be regarded as being beneficially owned by SBH; securities owned by SBH may
be regarded as being beneficially owned by SOFTBANK; and securities owned by
SOFTBANK may be regarded as being beneficially owned by Mr. Son.
Page 5 of 10 Pages
On May 9, 2002, E*TRADE Japan acquired 3,380,879 shares of Common
Stock in exchange for 31,250 shares of E*TRADE Japan in a private transaction.
E*TRADE Japan has advised the Reporting Persons that, for reasons pertaining to
certain provisions in the Japanese Commercial Code and under Japanese practice,
the share exchange was effected through two back-to-back transactions, the first
being the acquisition of Common Stock by E*TRADE Japan in exchange for
(Yen)3,999,999,085 (which, for purposes of the transaction was equivalent to
U.S. $30,698,381.32, or $9.08 per share) and the second being the acquisition of
31,250 shares of E*TRADE Japan by the Issuer in exchange for (Yen)4,000,000,000.
E*TRADE Japan obtained short-term loans to bridge the transactions.
As of the date of the filing of this Statement, the Reporting Persons
may be deemed to beneficially own 18,782,567 shares of Common Stock of the
Issuer, consisting of 3,380,879 shares beneficially owned by SB Finance and
15,401,688 shares beneficially owned by SB America, representing approximately
5.3% of the Outstanding Shares. Each Reporting Person shares the power to vote
or direct the vote and dispose of or direct the disposition of the Common Stock
beneficially owned by such Reporting Persons.
Except as described above, none of the Reporting Persons, nor, to the
knowledge of the Reporting Persons, any of the persons listed on Schedule 1
hereto, has effected any transactions in the securities of the Issuer during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In the Purchase Agreement, a copy of which is attached as Exhibit C
hereto, SBH agreed that neither it nor any of its affiliates nor any
representatives will acquire, offer to acquire or agree to acquire, directly or
indirectly, by purchase or otherwise, any voting securities or direct or
indirect rights to acquire any voting securities of the Issuer, or of any
successor to or person in control of the Issuer, or any subsidiary of the Issuer
for a period of five years without the prior written consent of the Issuer or
its Board of Directors.
Page 6 of 10 Pages
Except as described in this Statement, none of the Reporting Persons,
nor to the best knowledge of the Reporting Persons, any of the persons listed on
Schedule 1 hereto, is a party to any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the Issuer,
including, but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be filed as Exhibits.
A. Agreement of Joint Filing, dated as of May 16, 2002, among SOFTBANK
and Mr. Son.
B. Power of Attorney by SOFTBANK and Mr. Son (filed with Statement on
Schedule 13G filed on February 17, 1998 by SOFTBANK, Mr. Son and SOFTBANK
Ventures, Inc. with respect to the Common Stock of Concentric Network
Corporation and incorporated herein by reference).
C. Stock Purchase Agreement, dated as of July 9, 1998, by and between
the Issuer and SBH (incorporated by reference to Exhibit C to the Statement on
Schedule 13D, dated August 20, 1998, filed by the Reporting Persons with respect
to the Issuer).
Page 7 of 10 Pages
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: May 16, 2002
SOFTBANK CORP.
By: /s/ Stephen A. Grant
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Attorney-in-fact
MASAYOSHI SON
By: /s/ Stephen A. Grant
---------------------------------
Attorney-in-fact
Page 8 of 10 Pages
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CORP.
The address of the principal office of SOFTBANK Corp. is 24-1
Nihonbashi-Hakozaki-cho, Chuo-ku, Tokyo 103 Japan, which is also the business
address for each of the individuals listed below, except Ronald D. Fisher. The
business address for Ronald D. Fisher is 1188 Centre Street, Newton Center,
Massachusetts 02459. The address of the principal office of SOFTBANK Holdings
Inc. and SOFTBANK America Inc., each a holding company for operations and
investments of SOFTBANK Corp., SOFTBANK Capital Partners Investment Inc., a
holding company, and SOFTBANK Capital Partners LLC, a venture capital fund,
is 1188 Centre Street, Newton Center, Massachusetts 02459.
Each of the individuals listed below is a Japanese citizen, except for
Ronald D. Fisher, a citizen of the United States.
NAME PRESENT AND PRINCIPAL OCCUPATION
Masayoshi Son President, Chief Executive Officer and director of
SOFTBANK Corp.; Chairman of the Board, President and
director of SOFTBANK Holdings Inc.; Chairman of the Board
and director of SOFTBANK America Inc.; Director of SOFTBANK
Capital Partners Investment Inc.
Ken Miyauchi Executive Vice President and director of SOFTBANK Corp.
Norikazu Ishikawa Executive Vice President of SOFTBANK Corp.
Yoshitaka Kitao Executive Vice President, Chief Financial Officer and
director of SOFTBANK Corp.
Makoto Okazaki Executive Vice President of SOFTBANK Corp.
Kazuhiko Kasai Director of SOFTBANK Corp.
Masahiro Inoue Director of SOFTBANK Corp.
Jun Murai Director of SOFTBANK Corp.
Toshifumi Suzuki Director of SOFTBANK Corp.
Tadashi Yanai Director of SOFTBANK Corp.
Mark Schwartz Director of SOFTBANK Corp.
Page 9 of 10 Pages
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman and director of
SOFTBANK Holdings Inc.; Vice Chairman and director of
SOFTBANK America Inc.; Chairman of the Board, President and
director of SOFTBANK Capital Partners Investment Inc.;
Managing Member of SOFTBANK Capital Partners LLC.
Page 10 of 10 Pages