-----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, DF0vPL/3dZ0ZsP8WuK76I7izzEBxR+ZrWV0ghLY4wVZoVSh50heynT7iyJCwobFO 1qc8cl1E1SrsbrzfYMThqw== 0000891836-02-000360.txt : 20020725 0000891836-02-000360.hdr.sgml : 20020725 20020725152516 ACCESSION NUMBER: 0000891836-02-000360 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020725 GROUP MEMBERS: MASAYOSHI SON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E TRADE GROUP INC CENTRAL INDEX KEY: 0001015780 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 942844166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50061 FILM NUMBER: 02710917 BUSINESS ADDRESS: STREET 1: 4500 BOHANNON DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503316000 MAIL ADDRESS: STREET 1: 4500 BOHANNON DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK CORP CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 24-1 NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 BUSINESS PHONE: 01181356428376 MAIL ADDRESS: STREET 1: 24-1, NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 STATE: MO SC 13D/A 1 sc0219.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* E*TRADE Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 269246-10-4 - -------------------------------------------------------------------------------- (CUSIP Number) STEPHEN A. GRANT, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NY 10004 (212) 558-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2002 - -------------------------------------------------------------------------------- (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 8 Pages - ----------------------- ----------------------- CUSIP NO. 269246-10-4 13D PAGE 2 OF 8 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SOFTBANK Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,380,879 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,380,879 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,380,879 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- - ----------------------- ----------------------- CUSIP NO. 269246-10-4 13D PAGE 3 OF 8 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Masayoshi Son - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,380,879 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,380,879 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,380,879 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SOFTBANK Corp., a Japanese corporation ("SOFTBANK"), and Mr. Masayoshi Son, a Japanese citizen ("Mr. Son" and, together with SOFTBANK, the "Reporting Persons"), hereby amend and supplement the statement on Schedule 13D previously filed by them on May 16, 2002 with respect to the Common Stock, par value $0.01 per share, of E*Trade Group, Inc., a Delaware corporation, beneficially owned by them. Except as amended and supplemented hereby, the statement on Schedule 13D previously filed by the Reporting Persons remains in full force and effect. 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 5. Interest in Securities of the Issuer. (A) 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. On July 24, 2002, SB America sold 12,000,000 shares of Common Stock at a price of $3.60 per share in a block trade to Salomon Smith Barney. On July 24, 2002, SB America agreed to sell 3,401,688 shares of Common Stock at a price of $3.60 per share to the Issuer. As of the date of the filing of this statement, the Reporting Persons beneficially own 3,380,879 shares of Common Stock of the Issuer, representing approximately 0.9% of the Outstanding Shares. Page 4 of 8 Pages (B). 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. (C). Except as described above and in any statement or Schedule 13D filed by the Reporting Persons with respect to the Common Stock, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule 1, 2 or 3 hereto, has effected any transactions in the securities of the Issuer during the past 60 days. (D). Not Applicable. (E). As of January 30, 2002, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. Item 7. Material to be filed as Exhibits. A. Agreement of Joint Filing, dated as of May 16, 2002, among SOFTBANK and Mr. Son (incorporated by reference to Exhibit A to the Statement on Schedule 13D, dated May 16, 2002, filed by the Reporting Persons with respect to the Issuer). 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 5 of 8 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: July 25, 2002 SOFTBANK CORP. By: /s/ Stephen A. Grant --------------------------------- Attorney-in-fact MASAYOSHI SON By: /s/ Stephen A. Grant --------------------------------- Attorney-in-fact 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 7 of 8 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 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----