SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WEB STREET, INC.
(Name of Subject Company)
OPUS ACQUISITION CORP.
E*TRADE GROUP, INC.
(Name of Filing Person- Offeror)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
947336 10 3
(CUSIP Number of Securities)
CHRISTOS M. COTSAKOS
E*TRADE GROUP, INC.
4500 BOHANNON DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 331-6000
| Copies to:
|
||
| DANIEL G. KELLY, JR., ESQ.
DAVIS POLK & WARDWELL 1600 EL CAMINO REAL MENLO PARK, CA 94025 (650) 752-2000 |
JEFFREY R. PATT, ESQ.
|
|
| |
||
| CALCULATION OF FILING FEE
|
||
| |
||
| Transaction Valuation*
|
Amount of
Filing Fee** |
|
| |
||
| $43,091,267
|
$8,618.25
|
|
| |
||
| * | Estimated for purposes of calculating the amount of the filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based upon (a) 1.34, the average of the high and low prices per share of Web Street, Inc. common stock on June 1, 2001 as reported on the Nasdaq National Market multiplied by (b) 32,157,662, representing the aggregate number of shares of Web Street, Inc. common stock outstanding on May 31, 2001, assuming the exercise of all options and warrants to purchase Web Street, Inc. common stock expected to be outstanding and exercisable prior to the date the offer is expected to be consummated. |
| ** | One-fiftieth of 1% of the value of the transaction. |
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: $10,773 | Filing Party: E*TRADE Group, Inc. |
Form or Registration No.: Form S-4 Date Filed: June 4, 2001
[_] Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [_]
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by E*TRADE Group, Inc., a Delaware corporation ("E*TRADE"), through its wholly-owned subsidiary, Opus Acquisition Corp., a Delaware corporation ("Merger Sub"), to exchange each issued and outstanding share of common stock, par value $.01 per share (the "Web Street Shares"), of Web Street, Inc., a Delaware corporation ("Web Street"), for shares of common stock, par value $.01 per share (the "E*TRADE Shares"), of E*TRADE based on the exchange ratio described in the Prospectus referenced below.
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of May 20, 2001, by and among E*TRADE, Merger Sub and Web Street which contemplates the merger of Merger Sub with and into Web Street (the "Merger"). E*TRADE has filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the E*TRADE Shares to be issued to stockholders of Web Street in the Offer and the Merger (the "Registration Statement"). The terms and conditions of the Offer and the Merger are set forth in the prospectus which is a part of the Registration Statement (the "Prospectus"), and the related Letter of Transmittal, which are Exhibits (a) (1) and (a) (2) hereto.
All of the information in the Prospectus and the related Letter of Transmittal, and any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the Securities and Exchange Commission by E*TRADE, is hereby incorporated by reference in answer to Items 2 through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET
Information is disclosed to security holders in a prospectus meeting the requirements Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) During the last five years, none of E*TRADE, Merger Sub or, to the best of their knowledge, any of the persons listed on Schedule I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. To E*TRADE’s knowledge, each of the individuals listed on Schedule I is a citizen of the United States except (i) Brigitte VanBaelen, who is a citizen of Belgium; (ii) George Hayter, who is a citizen of the United Kingdom, and (iii) Leonard C. Purkis, who is a citizen of both the United States and the United Kingdom.
| ITEM 12. | EXHIBITS. |
| (a)(1) | Prospectus relating to E*TRADE Shares to be issued in the Offer and the Merger (incorporated by reference from E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (a)(2) | Form of Letter of Transmittal (incorporated by reference to exhibit 99(a) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (a)(3) | Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99(b) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (a)(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99(c) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (a)(5) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99(d) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (a)(6) | Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (incorporated by reference to Exhibit 99(e) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (d)(1) | Agreement and Plan of Merger, dated as of May 20, 2001, by and among E*TRADE, Opus Acquisition Corp. and Web Street (incorporated by reference to Exhibit 2(a) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (d)(2) | Stockholder Agreement dated as of May 20, 2001, by and among E*TRADE and Joseph J. Fox and Avi Fox (incorporated by reference to Exhibit 2(b) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (h)(1) | Opinion of Davis Polk & Wardwell regarding material federal income tax consequences of the Offer and the Merger (incorporated by reference to Exhibit 8(a) of E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). |
| (h)(2) | Opinion of Katten Muchin Zavis regarding material federal income tax consequences of the Offer and the Merger (incorporated by reference to Exhibit 8(b) of E*TRADE's Registration Statement on Form S-4 filed on June 4, 2001). |
ITEM 13.
|
INFORMATION REQUIRED BY SCHEDULE 13E-3. |
| Not applicable. |
SIGNATURE
After due 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: June 4 , 2001
| OPUS ACQUISITION CORP. | |||
| By: | /s/ Leonard C. Purkis | ||
| |
|||
| Name: | Leonard C. Purkis | ||
| Title: | Director, President and Chief Financial Officer | ||
| E*TRADE GROUP, INC. | |||
| By: | /s/ Leonard C. Purkis | ||
| |
|||
| Name: | Leonard C. Purkis | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| |
|
|
| EXHIBIT NUMBER | EXHIBIT NAME
|
|
| (a)(1)
|
Prospectus relating to E*TRADE Shares to be issued in the Offer and the Merger (incorporated by reference from E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (a)(2)
|
Form of Letter of Transmittal (incorporated by reference to exhibit 99(a) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (a)(3)
|
Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99(b) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (a)(4)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99(c) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (a)(5)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99(d) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (a)(6)
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99(e) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (d)(1)
|
Agreement and Plan of Merger, dated as of May 20, 2001, by and among E*TRADE, Opus Acquisition Corp. and Web Street (incorporated by reference to Exhibit 2(a) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (d)(2)
|
Stockholder Agreement dated as of May 20, 2001, by and among E*TRADE and Joseph J. Fox and Avi Fox (incorporated by reference to Exhibit 2(b) to E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001). | |
| (h)(1)
|
Opinion of Davis Polk & Wardwell regarding material federal income tax consequences of the Offer and the Merger (incorporated by reference to Exhibit 8(a) of E*TRADE’s Registration Statement on Form S-4 filed on June 4, 2001) | |
| (h)(2)
|
Opinion of Katten Muchin Zavis regarding material federal income tax consequences of the Offer and the Merger (incorporated by reference to Exhibit 8(b) of E*TRADE's Registration Statement on Form S-4 filed on June 4, 2001) |
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF E*TRADE GROUP, INC.
The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of E*TRADE. Except as indicated below, the business address of each such person is E*TRADE Group, Inc., 4500 Bohannan Drive, Menlo Park, California, 94025.
| BOARD OF DIRECTORS
|
|
| |
|
| Name and Business Address | Present Principal Occupation |
| |
|
| Peter Chernin | President and Chief Operating OfficerFox |
| 10201 W Pico Blvd | Entertainment Group, Inc. |
| Building 100, Room 5080 | |
| Los Angeles, CA 90035 | |
| |
|
| Christos M. Cotsakos | Chief Executive Officer, E*TRADE Group, Inc. |
| 4500 Bohannon Drive | |
| Menlo Park, CA 94025 | |
| |
|
| Ronald D. Fisher | Vice-Chairman, SOFTBANK Holdings, Inc. |
| 1188 Centre Street | |
| Newton Center, MA 02459-1540 | |
| |
|
| William E. Ford | Partner |
| 3 Pickwick Plaza | General Atlantic Partners, LLC |
| Greenwich, CT 06830 | |
| |
|
| David C. Hayden | Chairman of the Board |
| 117 Greenwich Street | Critical Path, Inc. |
| San Francisco, CA 94111 | |
| |
|
| George Hayter | Partner |
| The Old Vicarage | George Hayter Associates |
| Masisemore | |
| Gloucester GL2 8HU | |
| United Kingdom, GB | |
| |
|
| William A. Porter | Chairman Emeritus |
| E*TRADE Group, Inc. | |
| |
|
| Lewis E. Randall | Private Investor |
| |
|
| Lester C. Thurow | Professor of Management and Economics |
| 50 Memorial Drive | Massachusetts Institute of Technology |
| Cambridge, MA 02142 | |
| |
|
EXECUTIVE OFFICERS OF E*TRADE
| Name | Title |
| |
|
| Thomas A. Bevilacqua | Chief Strategic Investment Officer |
| Mitchell H. Caplan | General Manager, North America
and Chief Global Banking and Asset Gathering Officer |
| Jerry D. Gramaglia | President and Chief Operating Officer |
| R. Jarrett Lilien | General Manager, Latin America and
Chief Global Brokerage and Institutional Services Officer |
| Leonard C. Purkis | Chief Financial Officer |
| Michael G. Sievert | Chief Sales and Marketing Officer |
| Pamela S. Kramer | Chief Global Product and Content Officer |
| Theodore J. Theophilos | Chief Legal Affairs Officer |
| Joshua Levine | General Manager, Europe, Africa and the
Middle East and Chief Global Technology Officer |
| Connie M. Dotson | Chief Service Quality Officer |
| Dennis L. Lundien | Chief Internal Audit and Privacy Officer |
| Russell Elmer | Chief People and Culture Officer |
| John Metaxas | Chief Corporate Communications
and Government Affairs Officer |
| Brigitte VanBaelen | Chief Community Development Officer |