SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ------------------------------------------------------------------------------
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(AMENDMENT NO. __)
WIT CAPITAL GROUP, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- ------------------------------------------------------------------------------
(Title of Class of Securities)
97737K309
- ------------------------------------------------------------------------------
(CUSIP Number)
Capital Z Management, LLC
54 Thompson Street
New York, NY 10012
Attention: Mr. David A. Spuria
Tel. No. (212) 965-0800
Copy to:
Lloyd H. Feller, Esq.
Senior Vice President
Co-General Counsel
Wit Capital Group, Inc.
826 Broadway
New York, New York 10003
(212) 253-4400
(Name, address and telephone number of person
authorized to receive notices and communications)
May 15, 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 Rule 13d-1(e), (f) or (g), check the
following box [ ].
Cusip No. 97737K309 13D Page 3 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. RUSSELL D. CRABS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,909,075
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,909,075
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,909,075
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.4%
14 TYPE OF REPORTING PERSON
IN
Cusip No. 97737K309 13D Page 4 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. ANDREW D. KLEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,179,537
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,179,537
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,179,537
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.3%
14 TYPE OF REPORTING PERSON
IN
Cusip No. 97737K309 13D Page 5 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. ROBERT H. LESSIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,766,865
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,766,865
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,766,865
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
14 TYPE OF REPORTING PERSON
IN
Cusip No. 97737K309 13D Page 6 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. RONALD READMOND
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,980,334
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,980,334
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,980,334
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.5%
14 TYPE OF REPORTING PERSON
IN
Cusip No. 97737K309 13D Page 7 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MR. MARK LOEHR
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 897,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 897,500
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
897,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2%
14 TYPE OF REPORTING PERSON
IN
Cusip No. 97737K309 13D Page 8 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,616,549
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,616,549
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,616,549
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,616,549
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.8%
14 TYPE OF REPORTING PERSON
PN
Cusip No. 97737K309 13D Page 9 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 50,117
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 50,117
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
50,117
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON
PN
Cusip No. 97737K309 13D Page 10 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z PARTNERS, L.P.*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,666,666
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,666,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,666,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.9%
14 TYPE OF REPORTING PERSON
PN
* Solely in its capacity as general partner of Capital Z Financial Services
Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.
Cusip No. 97737K309 13D Page 11 of 29
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z PARTNERS, LTD.*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,666,666
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,666,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,666,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.9%
14 TYPE OF REPORTING PERSON
CO
* Solely in its capacity as general partner of Capital Z Partners, L.P.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities of Wit Capital
Group, Inc., a Delaware corporation ("Wit Capital" or the "Company"), to
which this Statement on
Cusip No. 97737K309 13D Page 12 of 29
Schedule 13D (this "Statement") relates is the common stock, par value $.01
per share (the "Common Stock"), of the Company. The address of the
principal executive offices of the Company is 826 Broadway, Seventh Floor,
New York, New York 10003.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is hereby filed by Mr. Russell D. Crabs, Mr.
Andrew D. Klein, Mr. Robert H. Lessin, Mr. Ronald Readmond, Mr. Mark Loehr,
Capital Z Financial Services Fund II, L.P., a Bermuda limited partnership
("Cap Z Fund II"), Capital Z Financial Services Private Fund II, L.P., a
Bermuda limited partnership ("Cap Z Private Fund II"), Capital Z Partners,
L.P., a Bermuda limited partnership ("Cap Z L.P.") and Capital Z Partners,
Ltd., a Bermuda corporation ("Cap Z Ltd.", and collectively, the "Reporting
Persons").
(b) - (c)
Mr. Russell D. Crabs
Mr. Crabs is a director of the Company and serves as Co-Head of Wit
Soundview Corporation, a Delaware corporation and a direct wholly-owned
subsidiary of Wit Capital ("Wit Soundview"). The business address of Mr.
Crabs is 826 Broadway, Seventh Floor, New York, New York 10003.
Mr. Andrew D. Klein
Mr. Klein is a director of the Company and serves as the Vice
Chairman, Founder and Chief Strategist of the Company. The business address
of Mr. Klein is 826 Broadway, Seventh Floor, New York, New York 10003.
Mr. Robert H. Lessin
Mr. Lessin is presently the Chairman and Co-Chief Executive Officer
of the Company. He is also a director of Marketwatch.com, Inc., iParty
Corp., MaMaMedia Inc. and sixdegrees inc. and a manager of the general
partner of Dawntreader Funds I and II, venture capital funds. The business
address of Mr. Lessin is 826 Broadway, Seventh Floor, New York, New York
10003.
Mr. Mark Loehr
Mr. Loehr is Co-Head of Wit Soundview. The business address of Mr.
Loehr is 826 Broadway, Seventh Floor, New York, New York 10003.
Mr. Ronald Readmond
Mr. Readmond is the Vice Chairman, President and Co-Chief Executive
Officer of the Company. Mr. Readmond is currently a director of ProBusiness
Services, Inc., Chairman of International Equity Partners and a director of
Cusip No. 97737K309 13D Page 13 of 29
The American Council for Capital Formation. The business address of
Mr. Readmond is 826 Broadway, Seventh Floor, New York, New York 10003.
Cap Z Fund II
Cap Z Fund II is a Bermuda limited partnership formed to invest in
securities of insurance, financial services and healthcare services
companies and other related businesses. Cap Z Fund II invests in parallel
with Cap Z Private Fund II. The principal business address of Cap Z Fund
II, which also serves as its principal office, is 54 Thompson Street, New
York, New York 10012. Pursuant to Instruction C to Schedule 13D of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
information with respect to Cap Z L.P., the sole general partner of Cap Z
Fund II, is set forth below.
Cap Z Private Fund II
Cap Z Private Fund II is a Bermuda limited partnership formed to
invest in securities of insurance, financial services and healthcare
services companies and other related businesses. Cap Z Private Fund II
invests in parallel with Cap Z Fund II. The principal business address of
Cap Z Private Fund II, which also serves as its principal office, is 54
Thompson Street, New York, New York 10012. Pursuant to Instruction C to
Schedule 13D of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), information with respect to Cap Z L.P., the sole general
partner of Cap Z Private Fund II, is set forth below.
Cap Z L.P.
Cap Z L.P. is a Bermuda limited partnership, the principal business
of which is serving as the sole general partner of Cap Z Fund II and Cap Z
Private Fund II. The principal address of Cap Z L.P., which also serves as
its principal office, is 54 Thompson Street, New York, New York 10012.
Pursuant to Instruction C to Schedule 13D of the Exchange Act, information
with respect to Cap Z Ltd., the sole general partner of Cap Z L.P., is set
forth below.
Cap Z Ltd.
Cap Z Ltd. is a Bermuda exempt company, the principal business of
which is serving as the sole general partner of Cap Z L.P. The principal
address of Cap Z Ltd., which also serves as its principal office, is 54
Thompson Street, New York, New York 10012. Pursuant to Instruction C to
Cusip No. 97737K309 13D Page 14 of 29
Schedule 13d of the Exchange Act, the name, residence or business address,
and present principal occupation or employment of each director and
executive officer of Cap Z Ltd. ar as follows:
<TABLE>
<S> <C> <C>
NAME BUSINESS ADDRESS OCCUPATION / EMPLOYMENT
- ---- ---------------- -----------------------
Steven M. Gluckster 54 Thompson Street Chairman of the Board
New York, New York 10012
Robert A. Spass 54 Thompson Street Deputy Chairman of the Board
New York, New York 10012
Laurence W. Cheng 54 Thompson Street President and Director
New York, New York 10012
Bradley E. Cooper 54 Thompson Street Senior Vice President and Director
New York, New York 10012
Mark K. Gormley 54 Thompson Street Senior Vice President and Director
New York, New York 10012
Adam M. Mizel 54 Thompson Street Senior Vice President and Director
New York, New York 10012
Paul H. Warren 54 Thompson Street Senior Vice President and Director
New York, New York 10012
Scott M. Delman 54 Thompson Street Senior Vice President and Director
New York, New York 10012
David A. Spuria 54 Thompson Street General Counsel, Vice President of
New York, New York 10012 Administration and Secretary
Roland V. Bernardon 54 Thompson Street Chief Financial Officer, Treasurer
New York, New York 10012 and Assistant Secretary
</TABLE>
Steven M. Gluckstern, who is the Chairman of the Board of Capital Z
Ltd., and Robert A. Spass, who is the Deputy Chairman of the Board of
Capital Z Ltd., may be deemed to be beneficial owners of the Common Stock
of the Company, held by Cap Z Fund II and Cap Z Private Fund II. Messrs.
Gluckstern and Spass disclaim any such beneficial ownership.
(d) None of the Reporting Persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons identified in this Item 2 has,
during the last five years, 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 judgement, 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.
Cusip No. 97737K309 13D Page 15 of 29
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America, except Laurence W. Cheng who is a citizen
of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
As an inducement for E*Offering to enter into the Merger Agreement
(as defined in Item 4), certain of the securityholders of Wit Capital (the
"Securityholders") entered into a Voting Agreement with E*Offering, and
granted a limited irrevocable proxy to E*Offering, currently covering an
aggregate of 24,789,775 shares (the "Original Shares"), or approximately
31.7% of Wit Capital's outstanding Common Stock, based on 78,256,233 shares
outstanding at March 31, 2000. The Voting Agreement also covers additional
shares which may be acquired by the Securityholders during the term of the
agreement. Currently, the Securityholders hold options which are, or will
become, exercisable within 60 days, to purchase up to 610,202 additional
shares, or approximately .08% of Wit Capital's outstanding Common Stock
(the "Additional Shares" and together with the Original Shares, the
"Shares").
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) Pursuant to an Agreement and Plan of Merger dated as of
May 15, 2000 (the "Merger Agreement") by and among Wit Capital Group, Inc.,
a Delaware corporation, Wit Soundview Corporation, a Delaware corporation
and a direct wholly-owned subsidiary of Wit Capital ("Merger Sub"), and
E*Offering Corp., a California corporation ("E*Offering"), and subject to
the conditions set forth therein (including approval by shareholders of Wit
Capital), E*Offering shall be merged with and into Merger Sub, the separate
corporate existence of E*Offering shall cease, and Merger Sub shall
continue as the surviving corporation (such events constituting the
"Merger"). Once the Merger is consummated, E*Offering shall cease to exist
as a corporation and all the property, rights, privileges, powers and
franchises of E*Offering shall vest in Merger Sub with Merger Sub remaining
as the surviving corporation (the "Surviving Corporation"). Wit Capital
will issue or reserve for issuance up to 28,486,247 shares of Common Stock
in connection with the Merger and its assumption of all outstanding
warrants and options of E*OFFERING.
As an inducement for E*Offering to enter into the Merger Agreement
and in consideration thereof, each of the Securityholders entered into a
Voting Agreement, dated as of May 15, 2000 with E*Offering, whereby the
Securityholders agreed, severally and not jointly, to vote all of the
Shares Beneficially Owned (as defined in the Voting Agreement) by them in
favor of the approval of the Merger, the Merger Agreement and the
transactions contemplated thereby and against any action, proposal or
agreement that would delay, impede, frustrate, prevent or nullify the
Voting Agreement or the Merger Agreement, or result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation or agreement of Wit Capital under the Merger Agreement. Each
Cusip No. 97737K309 13D Page 16 of 29
Securityholder disclaims membership in a group with respect to the Voting
Agreement and disclaims beneficial ownership of all Shares other than the
Shares set forth adjacent to its name in Column III on Schedule A.
Each Securityholder also agreed with E*OFFERING, prior to the
termination of the Voting Agreement, not to (i) transfer any of such
Securityholder's Shares, unless each person to which any such Shares may be
transferred shall have first executed a counterpart of the Voting Agreement
and agreed to hold such Shares subject to all terms and provisions of the
Voting Agreement, (ii) enter into any agreement with respect to any
transfer of any or all of such Shares in a manner inconsistent with the
Voting Agreement, (iii) grant any proxy, power-of-attorney or other
authorization in or with respect to such Shares in a manner inconsistent
with the Voting Agreement, (iv) deposit such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to such Shares in
a manner inconsistent with the Voting Agreement, or (v) take any other
action that would in any way restrict, limit or interfere with the
performance of such Securityholders' obligations under the Voting Agreement
or the transactions contemplated by the Merger Agreement.
The Voting Agreement also contains an irrevocable proxy (the
"Proxy"), whereby each Securityholder granted E*Offering the power to vote
all of the Shares Beneficially Owned (as defined in the Voting Agreement)
by such Securityholder in favor of the approval and adoption of the Merger
Agreement and the approval of the Merger and the other actions contemplated
thereby and any actions required in furtherance thereof and against any
Acquisition Proposal (as defined in the Merger Agreement) or any action or
agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation or agreement
of Wit Capital under the Merger Agreement. The Securityholders retained the
power to vote the Shares on all other matters. No additional consideration
was paid to any Securityholder in connection with the execution and
delivery of the Voting Agreement. Each Securityholder entered into the
Voting Agreement and granted the proxy only in favor of E*OFFERING and not
with or in favor of the other Securityholders, and no Securityholder has
any authority to vote or direct the vote of any Shares held by any other
Securityholder. Schedule A to this Statement sets forth the names of these
Securityholders and the number of outstanding shares of Common Stock as of
May 15, 2000, as to which each of them entered into such Voting Agreement.
Each Securityholder disclaims beneficial ownership of all Shares other than
the Shares set forth adjacent to its name in Column III on Schedule A
(c) None of the Reporting Persons has any plans or has made any
proposals with respect to a sale or transfer of a material amount of assets
of Wit Capital or any of its subsidiaries.
(d) Wit Capital has agreed to use its reasonable best efforts to
appoint Christos Cotsakos, E*TRADE Chairman and Chief Executive Officer,
and William Ford, a general partner at General Atlantic Partners, LLC, to
the board of directors of Wit Capital, contingent upon completion of the
Merger and commencement of a contemplated strategic alliance between Wit
Capital and E*TRADE Group Inc.
Cusip No. 97737K309 13D Page 17 of 29
(e) There will not be a material change in the capitalization or
dividend policy of Wit Capital, other than the issuance of additional
shares in connection with the Merger as set forth in Item 4(a)-(b) above.
(f) Other than the Merger and related transactions described in Items
4(a) - 4(e) above, none of the Reporting Persons presently have any plans
or proposals that relate to or would result in any other material change in
Wit Capital's business or corporate structure.
(g) As described above in Items 4(a) and 4(b), pursuant to the Voting
Agreement entered into by E*OFFERING and the Securityholders, the
Securityholders agreed to vote all of the shares of Common Stock
Beneficially Owned (as defined in the Voting Agreement) by them against any
Acquisition Proposal (as defined in the Merger Agreement) or any action or
agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation or agreement
of Wit Capital under the Merger Agreement.
(h)-(j) None of the Reporting Persons has any plans or has made any
proposals which relate to or would result in the delisting of Wit Capital's
Common Stock from the Nasdaq National Market or the deregistration of Wit
Capital's Common Stock pursuant to Section 12(g) of the Exchange Act or any
similar actions.
References to, and descriptions of the Voting Agreement as set forth
herein are qualified in their entirety by reference to the copy of the
Voting Agreement, included as Exhibit 10.1 to this Schedule 13D, and is
incorporated herein in its entirety where such references and descriptions
appear.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) - (b) Except as limited by the Voting Agreement, each Reporting
Person has sole power to vote and dispose of such number of shares of Wit
Capital Common Stock as is set forth in Column I of Schedule A to this
Statement. As a result of the Voting Agreement, each of the Reporting
Persons may be deemed to be members of a group which is the beneficial
owner of 24,789,775 shares of Wit Capital Common Stock. The Shares
constitute approximately 31.7% of the issued and outstanding shares of Wit
Capital Common Stock. Each Reporting Person may be deemed to have the
shared power to vote the Shares with respect to those matters covered by
the Voting Agreement, which are described above. As stated above, each
Reporting Person disclaims membership in a group with respect to the Voting
Agreement and disclaims beneficial ownership of all Shares other than those
set forth adjacent to its name in Column III of Schedule A.
(c) Except as set forth herein, none of the Reporting Persons has
effected any transactions in shares of Common Stock during the past 60
days.
Cusip No. 97737K309 13D Page 18 of 29
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
securities of Wit Capital reported on herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER.
Other than the Voting Agreement, none of the parties named in Item 2
to this Statement is a party to any contract, arrangement, understanding or
relationship of the type specified by this Item 6 with respect to any Wit
Capital equity securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10.1: Form of Voting Agreement dated as of May 15, 2000,
between E*OFFERING and certain of Wit Capital's
securityholders.*
Exhibit 99.1: Joint Filing Agreement among the Reporting Persons
regarding filing of Schedule 13D.
Cusip No. 97737K309 13D Page 19 of 29
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.
May 25, 2000 By: /s/ Russell D. Crabs
Date ------------------------
Russell D. Crabs
Cusip No. 97737K309 13D Page 20 of 29
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.
May 25, 2000 By: /s/ Andrew D. Klein
Date ------------------------
Andrew D. Klein
Cusip No. 97737K309 13D Page 21 of 29
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.
May , 2000 By: /s/ Robert H. Lessin
Date ------------------------
Robert H. Lessin
Cusip No. 97737K309 13D Page 22 of 29
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.
May 25, 2000 By: /s/ Ronald Readmond
Date ------------------------
Ronald Readmond
Cusip No. 97737K309 13D Page 23 of 29
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.
May 25, 2000 By: /s/ Mark Loehr
Date ------------------------
Mark Loehr
Cusip No. 97737K309 13D Page 24 of 29
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.
May 25, 2000 CAPITAL Z FINANCIAL SERVICES
Date FUND II, L.P.
By: CAPITAL Z PARTNERS, L.P., its
General Partner
By: CAPITAL Z PARTNERS LTD., its
General Partner
By: /s/ David A. Spuria
------------------------
David A. Spuria
General Counsel, Vice President
of Administration and Secretary
Cusip No. 97737K309 13D Page 25 of 29
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.
May 25, 2000 CAPITAL Z FINANCIAL SERVICES
Date PRIVATE FUND II, L.P.
By: CAPITAL Z PARTNERS, L.P., its
General Partner
By: CAPITAL Z PARTNERS, LTD., its
General Partner
By: /s/ David A. Spuria
------------------------
David A. Spuria
General Counsel, Vice President
of Administration and Secretary
Cusip No. 97737K309 13D Page 26 of 29
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.
May 25, 2000 CAPITAL Z PARTNERS, L.P.
Date
By: CAPITAL Z PARTNERS, LTD., its
General Partner
By: /s/ David A. Spuria
------------------------
David A. Spuria
General Counsel, Vice President
of Administration and Secretary
Cusip No. 97737K309 13D Page 27 of 29
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.
May 25, 2000 CAPITAL Z PARTNERS, LTD.
Date
By: /s/ David A. Spuria
------------------------
David A. Spuria
General Counsel, Vice President of
Administration and Secretary
Cusip No. 97737K309 13D Page 28 of 29
INDEX
10.1: Form of Voting Agreement dated as of May 15, 2000, between
E*OFFERING and certain of Wit Capital's securityholders.*
99.1: Joint Filing Agreement among the Reporting Persons regarding
filing of Schedule 13D.*
- ---------------------
* Filed herewith.
Cusip No. 97737K309 13D Page 29 of 29
Schedule A
(I) (II) (III)
SHARES OPTIONS / TOTAL SHARES
HELD WARRANTS BENEFICIALLY
AS OF MAY EXERCISABLE OWNED
SECURITYHOLDER 15, 2000 WITHIN 60
(ORIGINAL DAYS
SHARES)
Russell D. Crabs 1,634,707 274,368 1,909,075
Andrew D. Klein 4,179,537 4,179,537
Robert H. Lessin 4,741,865 25,000 4,766,865
Ronald Readmond 1,682,000 298,334 1,980,334
Mark Loehr 885,000 12,500 897,500
Capital Z Financial Services
Fund II, L.P. 11,616,549 - 11,616,549
Capital Z Financial Services
Private Fund II, L.P. 50,117 - 50,117
Total 24,789,775 610,202 25,399,977
Exhibit 10.1
VOTING AGREEMENT
VOTING AGREEMENT (this "Voting Agreement"), dated as of May
15, 2000 by and among E*OFFERING CORP., a corporation organized under the
laws of the State of California (the "Company"), and certain stockholders
of WIT CAPITAL GROUP, INC. ("Parent") set forth on the signature pages
hereof (each individually a "Securityholder," and collectively, the
"Securityholders").
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of
this Voting Agreement, an Agreement and Plan of Merger (the "Merger
Agreement") is being entered into by and among Parent, Wit SoundView
Corporation, a corporation organized under the laws of the State of
Delaware ("Merger Sub"), and the Company, pursuant to which the Company
will be merged with and into Merger Sub (the "Merger"); and
WHEREAS, as a condition to, and in consideration for the
Company's willingness to enter into the Merger Agreement and to consummate
the transactions contemplated thereby, the Company has required that the
Securityholders enter into this Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, agree as
follows:
1. Definitions. For purposes of this Voting Agreement:
(a) "Beneficially Own" or "Beneficial ownership" with
respect to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant
to any agreement, arrangement or understanding, whether or not in writing;
provided that such beneficial ownership shall be limited to securities (not
including those that the Person (as defined in the Exchange Act) has a
right to acquire within 60 days unless so acquired) over which such Person
has sole or shared voting power. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom
such Person would constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act and over which such Person has sole or shared
voting power.
(b) Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement.
2. Agreements
(a) Voting Agreement. Each Securityholder shall, at
any meeting of the Securityholders of Parent, however such meeting is
called and regardless of whether such meeting is a special or annual
meeting of the Securityholders of Parent, or in connection with any written
consent of the Securityholders of Parent, vote all shares of Parent Capital
Stock Beneficially Owned by such Securityholder: (i) to approve the Merger,
the Merger Agreement and the transactions contemplated thereby and the
taking of any actions proposed by Parent's Board of Directors necessary or
appropriate in furtherance thereof; and (ii) against any action, proposal
or agreement that would delay, impede, frustrate, prevent or nullify this
Voting Agreement or the Merger Agreement, or result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation or agreement of Parent under the Merger Agreement or which would
delay, impede, frustrate, prevent or nullify the fulfillment of any of the
conditions set forth in Article IX of the Merger Agreement or result in any
change in the composition of Parent Board of Directors without the prior
written consent of the Company.
(b) No Inconsistent Arrangements. Each Securityholder
hereby covenants and agrees that it shall not (i) transfer (which term
shall include, without limitation, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of such
Securityholder's shares of Parent Capital Stock, or any interest therein in
a manner inconsistent with the continued validity of this Voting Agreement
and the irrevocable proxy granted pursuant hereto, unless each Person to
which any such shares of Parent Capital Stock, or any interest therein, is
or may be transferred shall have (A) executed a counterpart of this Voting
Agreement; and (B) agreed to hold such shares of Capital Stock (or interest
in such shares) subject to all terms and provisions of this Voting
Agreement; (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of such shares of
Parent Capital Stock or any interest therein in a manner inconsistent with
the continued validity of this Voting Agreement and the irrevocable proxy
granted pursuant hereto, unless each Person to which any such shares of
Parent Capital Stock, or any interest therein, is or may be transferred
shall have (A) executed a counterpart of this Voting Agreement; and (B)
agreed to hold such shares of Parent Capital Stock (or interest in such
shares) subject to all terms and provisions of this Voting Agreement, (iii)
grant any proxy, power-of-attorney or other authorization in or with
respect to such shares of Parent Capital Stock in a manner inconsistent
with the continued validity of this Voting Agreement and the irrevocable
proxy granted pursuant hereto, (iv) deposit such shares of Parent Capital
Stock into a voting trust or enter into a voting agreement or arrangement
with respect to such shares of Parent Capital Stock in a manner
inconsistent with the continued validity of this Voting Agreement and the
irrevocable proxy granted pursuant hereto, or (v) take any other action
that would in any way restrict, limit or interfere with the performance of
such Securityholder's obligations hereunder or the transactions
contemplated hereby or by the Merger Agreement; provided that this
subsection 2(b)(v) does not apply to a Securityholder acting in his or her
capacity as a director of Parent.
(c) Grant of Irrevocable Proxy; Appointment of
Proxies. (i) Each Securityholder hereby irrevocably grants to, and
appoints, Steven King and Thomas Bevilacqua, or either of them, in their
respective capacities as officers of the Company, and any individual who
shall hereafter succeed to any such office of the Company and each of them
individually, such Securityholder's proxy and attorney- in-fact (with full
power of substitution), for and in the name, place and stead of such
Securityholder, to vote or give written consent with respect to all of such
Securityholder's shares of Parent Capital Stock (A) in favor of the Merger
Agreement and the transactions contemplated by the Merger Agreement, and
(B) in favor of the taking by Parent of all other actions proposed by
Parent's Board of Directors necessary or appropriate to give effect to the
intent of this Section 2(c), (C) against any action, proposal or agreement
that would have the effect of delaying, impeding, frustrating, preventing
or nullifying this Voting Agreement or the Merger Agreement, or result in a
breach in any material respect of any covenant, agreement, representation
or warranty or any other obligation or agreement of Parent under the Merger
Agreement or which would delay, impede, frustrate, prevent or nullify the
fulfillment of any of the conditions set forth in Article IX of the Merger
Agreement or result in change in the composition of Parent Board of
Directors without the prior written consent of the Company.
(i) Each Securityholder represents that any
proxies heretofore given in respect of such Securityholder's shares of
Parent Capital Stock are not irrevocable, and that any such proxies
inconsistent with paragraph (c) above are, to the extent of such
inconsistency, hereby revoked.
(ii) Each Securityholder understands and
acknowledges that the Company is entering into the Merger Agreement in
reliance upon such Securityholder's execution and delivery of this Voting
Agreement. Each Securityholder hereby affirms that the irrevocable proxy
set forth in this Section 2(c) is given in connection with the execution of
the Merger Agreement, and that such irrevocable proxy is given to secure
the performance of the duties of such Securityholder under this Voting
Agreement. Each Securityholder hereby further affirms that the irrevocable
proxy granted hereby is coupled with an interest and may under no
circumstances be revoked. Each Securityholder hereby affirms that such
irrevocable proxy shall survive such Securityholder's death, incapacity or
incompetence. Each Securityholder hereby ratifies and confirms all that
each such proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance
with Delaware Law and California Law.
(d) No Solicitation. Each Securityholder hereby
agrees, in such Securityholder's capacity as a stockholder of Parent, that
neither such Securityholder nor any of such Securityholder's Affiliates
shall (and such Securityholder shall use such Securityholder's reasonable
best efforts to instruct its officers, directors and employees, if any, and
its representatives and agents not to, and to permit any of them to),
directly or indirectly, knowingly encourage, solicit, participate in or
initiate discussions or negotiations with, or knowingly provide any
non-public information to, any Person (other than Parent, any of its
Affiliates or representatives) concerning any Acquisition Proposal.
3. Representations and Warranties of the Securityholder.
Each Securityholder, severally and not jointly, hereby represents and
warrants to the Company as follows, except as set forth in the Disclosure
Schedule, if any, prepared and signed by the such Securityholder and
delivered to Parent prior to the execution hereof:
(a) Ownership of Securities. Such Securityholder is
the record and Beneficial Owner of the number of shares of Parent Common
Stock and Series B Preferred Stock set forth opposite such Securityholder's
name on Schedule B attached (the "Existing Securities"). On the date
hereof, the Existing Securities (i) assuming the accuracy of the
representations and warranties made by Parent in Section 7.3 of the Merger
Agreement, constitute the percentage of the total number of shares of
Parent Common Stock and Series B Preferred Stock issued and outstanding as
of the date hereof as set forth opposite such Securityholder's name on
Schedule B attached, and (ii) constitute all of the shares of Parent Common
Stock, Series A Preferred Stock and Series B Preferred Stock held of record
or Beneficially Owned by such Securityholder. Each Securityholder has sole
voting power and sole power to issue instructions with respect to the
matters set forth in Section 2 hereof, sole power of disposition, sole
power of conversion, sole power (if any) to demand appraisal rights and
sole power to agree to all of the matters set forth in this Voting
Agreement, in each case with respect to all of the Existing Securities with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Voting Agreement.
(b) Power; Binding Agreement. Such Securityholder has
the legal capacity, power and authority to enter into and perform all of
such Securityholder's obligations under this Voting Agreement. The
execution, delivery and performance of this Voting Agreement by such
Securityholder will not violate any other agreement to which such
Securityholder is a party including, without limitation, any voting
agreement, proxy arrangement, pledge agreement, shareholders agreement,
transfer restriction agreement, sale agreement or voting trust. This Voting
Agreement has been duly and validly executed and delivered by such
Securityholder and constitutes a valid and binding agreement of such
Securityholder, enforceable against such Securityholder in accordance with
its terms. There is no beneficiary or holder of a voting trust certificate
or other interest of any trust of which such Securityholder is a trustee
whose consent is required for the execution and delivery of this Voting
Agreement or the consummation by such Securityholder of the transactions
contemplated hereby.
4. Stop Transfer. Each Securityholder shall not request that
Parent register the transfer (book-entry or otherwise) of any certificate
or uncertificated interest representing any of its, his or her Existing
Securities, unless such transfer is made in compliance with this Voting
Agreement. In the event of any conversion of any Class 1 Series A Junior
Participating Preferred Stock, Class 2 Series A Junior Participating
Preferred Stock and Series B Preferred Stock included in any
Securityholder's Existing Securities into Parent Common Stock, such shares
of Parent Common Stock shall also constitute Existing Securities of such
Securityholder. In the event any Securityholder exercises any options or
other rights to acquire Parent Capital Stock, such Parent Capital Stock
shall be added to such Securityholders' Existing Securities. In the event
of any dividend or distribution consisting of securities, or any change in
the capital structure of Parent by reason of any non-cash dividend,
split-up, recapitalization, combination, exchange of securities or the
like, the term "Existing Securities" shall refer to and include the
Existing Securities as well as all such dividends and distributions of
securities and any securities into which or for which any or all of the
Existing Securities may be changed or exchanged.
5. Termination. The representations, warranties, covenants,
agreements and proxy contained herein shall terminate upon the earlier to
occur of (i) the termination of the Merger Agreement in accordance with
Article XI thereof or (ii) the consummation of the transactions
contemplated by the Merger Agreement.
6. Miscellaneous.
(a) Specific Performance. Each Securityholder
recognizes and agrees that if for any reason any of the provisions of this
Voting Agreement are not performed by such Securityholder in accordance
with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused to for which money damages would
not be an adequate remedy. Accordingly, the Securityholder agrees that, in
addition to any other available remedies, the Company shall be entitled to
an injunction restraining any violation or threatened violation of the
provisions of this Voting Agreement without the necessity of the Company
posting a bond or other form of security. In the event that any action
should be brought in equity to enforce the provisions of this Voting
Agreement, such Securityholder will not allege, and the Securityholder
hereby waives the defense, that there is an adequate remedy at law.
(b) Severability. Any term or provision of this
Voting Agreement which is invalid or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Voting Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Voting Agreement in any other jurisdiction. Without limiting the foregoing,
with respect to any provision of this Voting Agreement, if it is determined
by a court of competent jurisdiction to be excessive as to duration or
scope, it is the parties intention that such provision nevertheless be
enforced to the fullest extent which it may be enforced.
(c) Attorneys' Fees. If any action at law or equity,
including an action for declaratory relief, is brought to enforce or
interpret any provision of this Voting Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and expenses from
the other party, which fees and expenses shall be in addition to any other
relief which may be awarded.
(d) GOVERNING LAW. THIS VOTING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(e) Entire Agreement. This Voting Agreement
constitutes the entire agreement among the parties with respect to the
subject matter of this Voting Agreement and supersedes all other prior
agreements and understandings, both written and oral, among the parties or
any of them with respect to the subject matter hereof.
(f) Consent to Jurisdiction, Etc. Each of the parties
hereto irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the United States District Court for the Southern District
of New York, the Northern District of California or in any New York or
California State Court sitting in such district and having subject matter
jurisdiction over such matters, and each of the parties hereto consents and
agrees to personal jurisdiction and waives any objection as to the venue of
such courts for purposes of such action. The parties to this Voting
Agreement agree to waive any right to jury trial as to all disputes and any
right to seek punitive or consequential damages.
(g) Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly given upon receipt by delivery in
person, by facsimile (which is confirmed), or by registered or certified
mail (postage prepaid, return receipt requested):
If to a Securityholder, see Schedule A attached.
If to the Company:
E*OFFERING Corp.
Steuart Street Tower, 4th Floor
One Market Street
San Francisco, California 94107
Facsimile: (415) 618-6202
Attention: Steven R. King
President
with copies to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Facsimile: (650) 461-5380
Attention: Alan K. Austin, Esq.
and
Brobeck Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
Facsimile: (650) 466-2885
Attention: Curtis L. Mo, Esq.
If to Parent, to:
Wit Capital Group, Inc.
826 Broadway
New York, New York 10003
Facsimile: (212) 253-5289
Attention: Ronald Readmond
Vice Chairman, Co-Chief Executive Officer and
President
with copies to:
Wit Capital Group, Inc.
826 Broadway
New York, New York 10003
Facsimile: (212) 253-5289
Attention: Lloyd H. Feller, Esq.
Senior Vice-President and Co-General Counsel
and
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Facsimile: (212) 735-2000
Attn: Richard T. Prins, Esq.
and
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 220
Palo Alto, California 94301
Facsimile: (650) 470-4570
Attention: Kenton J. King, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
(h) Descriptive Headings; Interpretation. The
descriptive headings herein are inserted for convenience of reference only
and are not intended to be part of or to affect the meaning or
interpretation of this Voting Agreement.
(i) Assignment; Binding Agreement. This Voting
Agreement shall inure to the benefit of and be binding upon the parties
hereto and the respective heirs, legal representatives, estates, executors,
successors and permitted assigns of the parties and such persons. Nothing
in this Voting Agreement is intended or shall be construed to confer upon
any entity or person other than the parties hereto and their respective
heirs, legal representatives, estates, executors, successors and permitted
assigns any right, remedy or claim under or by reason of their Voting
Agreement or any part hereof. Neither this Voting Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any
Securityholder without the prior written consent of the Company or by the
Company without the prior written consent of each Securityholder party
hereto.
(j) Amendment, Modification and Waiver. This Voting
Agreement may not be amended, modified or waived except by an instrument or
instruments in writing signed and delivered on behalf of the party hereto
against whom such amendment, modification or waiver is sought to be
entered.
(k) Counterparts. This Voting Agreement may be
executed in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto
executed this Voting Agreement as of May _____, 2000.
E*OFFERING CORP.
By: /s/ Steven R. King
----------------------------
Name: Steven R. King
Title: President
SCHEDULE A
Securityholder Addresses
Russell Crabs Capital Z Financial Services
Private Fund Private Fund II
22 Gatehouse Road 54 Thompson Street
Stamford, Connecticut 06902 New York, New York 10012
Andrew Klein
826 Broadway
7th Floor
New York, New York 10003
Bob Lessin
826 Broadway
7th Floor
New York, New York 10003
Ronald Readmond
826 Broadway
7th Floor
New York, New York 10003
Mark Loehr
826 Broadway
7th Floor
New York, New York 10003
Capital Z Financial Fund II Ltd.
54 Thompson Street
New York, New York 10012
SECURITYHOLDERS
/s/ Russell Crabs
-----------------------
Russell Crabs
/s/ Andrew Klein
-----------------------
Andrew Klein
/s/ Bob Lessin
-----------------------
Bob Lessin
/s/ Ronald Readmond
-----------------------
Ronald Readmond
/s/ Mark Loehr
-----------------------
Mark Loehr
/s/ Steven Gluckstern
------------------------
Steven Gluckstern
/s/ Steven Gluckstern
-------------------------
Steven Gluckstern
SCHEDULE B
Existing Securities
<TABLE>
<CAPTION>
(A) (B) Options
Beneficial Stock Vesting
Holder Owned Vested Options (A) + (B) 6/30/2000
- --------------------- ----------------- ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Crabs, Russell 1,634,707 237,120 1,871,827 37,248
Klein, Andrew 4,179,537 - 4,179,537 -
Lessin, Bob 4,741,865 12,500 4,754,365 12,500
Readmond, Ron 1,682,000 140,000 1,822,000 158,334
Loehr, Mark 885,000 6,250 891,250 6,250
Capital Z Financial 11,616,549 - 11,616,549 -
Services Fund II
Capital Z Financial 50,117 - 50,117 -
Services Private Fund II
</TABLE>
Exhibit 99.1
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Class A Common Stock of Wit Capital Group, Inc.
is, and any amendment thereto signed by each of the undersigned shall be,
filed on behalf of each undersigned pursuant to and in accordance with the
provisions of 13d1-(k) under the Securities Exchange Act of 1934, as
amended.
Dated: May 25, 2000
/s/ Russell D. Crabs
-----------------------------
Mr. Russell D. Crabs
/s/ Andrew D. Klein
-----------------------------
Mr. Andrew D. Klein
/s/ Robert H. Lessin
-----------------------------
Mr. Robert H. Lessin
/s/ Ronald Readmond
-----------------------------
Mr. Ronald Readmond
/s/ Mark Loehr
-----------------------------
Mr. Mark Loehr
CAPITAL Z FINANCIAL SERVICES
FUND II, L.P., a Bermuda limited partnership
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners, Ltd., its General Partner
By: David A. Spuria
----------------------------
Name: David A. Spuria
Title: General Counsel
CAPITAL Z PARTNERS, L.P.,
a Bermuda limited partnership
By: Capital Z Partners, Ltd., its General Partner
By: David A. Spuria
----------------------------
Name: David A. Spuria
Title: General Counsel
CAPITAL Z PARTNERS, LTD.,
a Bermuda corporation
By: David A. Spuria
----------------------------
Name: David A. Spuria
Title: General Counsel
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.,
a Bermuda limited partnership
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners, Ltd., its General Partner
By: David A. Spuria
----------------------------------
Name: David A. Spuria
Title: General Counsel
