SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. ______)(1)
FiNET.COM, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
317922
(CUSIP Number)
Luis Vaz
Banco Espirito Santo de Investimento
Rua Tierno Galvan, Torre 3 (Amoreiras), 14 Andar
Lisbon 1099-028
Portugal
011-35-11-380-8675
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 29, 1999
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [ ]
- ------------
(1) 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 subse quent 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 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).
CUSIP No. 317922
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banco Espirito Santo de Investimento, S.A.
IRS 501-385-932
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) x
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3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Lisbon, Portugal
- -----------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,736,076 shares and 1,949,867
BY EACH REPORTING shares subject to
PERSON WITH exercise of a warrant
--------------------------------------------------
8. SHARED VOTING POWER
--------------------------------------------------
9. SOLE DISPOSITIVE POWER
2,736,076 shares and 1,949,867
shares subject to
exercise of a warrant
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,736,076 shares and 1,949,867 shares subject to exercise
of a warrant
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.19%
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14. TYPE OF REPORTING PERSON
BK
- -----------------------------------------------------------------------------
CUSIP No. 317922
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Banco Espirito Santo e Comercial de Lisboa, S.A.
IRS 500-852-367
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
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3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
W.C.
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Lisbon, Portugal
- -----------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,442,159 shares
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER
--------------------------------------------------
9. SOLE DISPOSITIVE POWER
2,442,159 shares
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,442,159 shares
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14. TYPE OF REPORTING PERSON
BK
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CUSIP No. 317922
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ESAF - Espirito Santo Fundos de Pensoes, S.A.
IRS 502-253-169
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) x
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Lisbon, Portugal
- -----------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,666,666 shares
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER
--------------------------------------------------
9. SOLE DISPOSITIVE POWER
2,666,666 shares
-------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,666,666 shares
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
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14. TYPE OF REPORTING PERSON
EP
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CUSIP No. 317922
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Espirito Santo Dealer, S.A.
IRS 502-271-604
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) x
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Lisbon, Portugal
- -----------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 59,944
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER
0
--------------------------------------------------
9. SOLE DISPOSITIVE POWER
59,944
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
871,893
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.97%
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14. TYPE OF REPORTING PERSON
BD
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CUSIP No. 317922
- -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Espirito Santo Financial Group, S.A.
R.C.B. Nr. 22-232
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) x
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION 231Val des Bons Malades,
L-2121 Luxembourg
- -----------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 514,139 shares
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER
--------------------------------------------------
9. SOLE DISPOSITIVE POWER
514,139 shares
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
514,139 shares
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57%
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14. TYPE OF REPORTING PERSON
HC
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PRELIMINARY NOTE
This Statement on Schedule 13D (the "Schedule 13D") is being filed
because the filing persons may be deemed to be members of a group comprised
of Banco Espirito Santo de Investimento, S.A., Banco Espirito Santo e
Comercial de Lisboa, S.A., ESAF - Espirito Santo Fundos de Pensoes, S.A.,
Espirito Santo Dealer, S.A. and Espirito Santo Financial Group, S.A., which
group may be deemed to be the beneficial owner in the aggregate of in
excess of 5% of the outstanding shares of common stock , $0.01 par value
(the "Common Stock"), of FiNET.COM, INC. ("FINET"). Although there is no
agreement, or understanding concerning the exercise of voting power, plans
to change FINET's management or something similar, there is an informal and
non-enforceable understanding between the reporting persons to maintain
shares representing approximately 3% of FINET's share capital. However, the
filing of this Schedule 13D should not be deemed an admission that Banco
Espirito Santo de Investimento, S.A., Banco Espirito Santo e Comercial de
Lisboa, S.A., ESAF - Espirito Santo Fundos de Pensoes, S.A., Espirito Santo
Dealer, S.A. and Espirito Santo Financial Group, S.A. comprise a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 (the "Act").
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Common Stock of FINET,
which, to the best knowledge of the persons filling out this Schedule 13D,
is a company organized under the laws of Delaware with its principal place
of business located at 3021 Citrus Circle, Walnut Creek, California 94598.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this Schedule 13D are (i) Banco Espirito Santo
de Investimento, S.A., (ii) Banco Espirito Santo e Comercial de Lisboa,
S.A., (iii) ESAF - Espirito Santo Fundos de Pensoes, S.A., (iv) Espirito
Santo Dealer, S.A. and (v) Espirito Santo Financial Group, S.A. (the
"Reporting Persons"). Annexed as Exhibit 99.1, which is incorporated by
reference herein, is an agreement by and among the Reporting Persons that
this Schedule 13D is filed on behalf of each of them. The filing of this
Schedule 13D should not be deemed an admission that the Reporting Persons
comprise a group within the meaning of Section 13(d)(3) of the Act.
This Schedule 13D contains information regarding shares of Common
Stock that may be deemed to be beneficially owned by Espirito Santo Dealer.
Espirito Santo Dealer acquired 59,944 shares of the Common Stock for
itself. Espirito Santo Dealer's remaining shares (811,949) are held in the
accounts of its clients, with respect to which Espirito Santo Dealer has no
investment discretion and no voting power.
The Common Stock acquired by ESAF - Espirito Santo Fundos de Pensoes,
S.A. are beneficially owned by ESAF-Espirito Santo Fundos de Pensoes, S.A.,
although, under Portuguese law, the assets of a pension fund are owned by
the beneficiaries of the fund.
The Reporting Persons identified below have the following
relationships:
1. Banco Espirito Santo e Comercial de Lisboa, S.A. owns 48% of
Banco Espirito Santo de Investimento, SA;
2. Banco Espirito Santo e Comercial de Lisboa and BES Investimento
owns, respectively, approximately 57% and 43% of Espirito Santo
Dealer;
3. Espirito Santo Financial Group controls in the aggregate 90% of
Espirito Santo Financial Portugal via direct as well as indirect
ownership. Santo Financial Portugal owns 40% of BESPAR which is
a shareholder of 43% of the share capital of Banco Espirito Santo
e Comercial de Lisboa. In addition, Espirito Santo Financial
Group owns directly 18% of BESPAR;
4. Banco Espirito Santo e Comercial de Lisboa, S.A. owns 65% of
ESAF - Espirito Santo Activos Financeiros, S.A. which owns all
of ESAF - Espirito Santo Fundos de Pensoes, S.A.
The information specified in (b) through (f) of this item is set
forth below as follows:
A. BANCO ESPIRITO SANTO DE INVESTIMENTO, S.A.
Place of its organization: Lisbon, Portugal;
Principal business: investment banking;
Address: Rua Tierno Galvan, Torre 3, 14 andar, Lisboa, Portugal;
Information required by (d) and (e) of this Item: Banco Espirito Santo de
Investimento, S.A. has not, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to
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.
Board of directors:
- Ricardo Espirito Santo Silva Salgado (President) (Portuguese
Citizenship);
- Manuel Antonio Ribeiro Serzedelo de Almeida - Chief and Executive
Officer ( Portuguese Citizenship);
- Jose Maria Espirito Santo Silva Ricciardi (Portuguese Citizenship);
- Christian Georges Jacques Minzolini (French Citizenship);
- Rafael Caldeira de Castel-Branco Valverde (Portuguese Citizenship);
- Antonio Carlos Romeiras Lemos (Portuguese Citizenship);
- Diogo Luis Ramos de Abreu (Portuguese Citizenship);
- Francisco Ravara Cary (Portuguese Citizenship);
- Manuel Antonio Gomes de Almeida Pinho (Portuguese Citizenship);
- Carlos Pulido Valente Monjardino (Portuguese Citizenship);
- Bernardo Ernesto Simoes Moniz da Maia (Portuguese Citizenship);
- Duarto Jose Borges Coutinho Espirito Santo Silva (Portuguese
Citizenship);
- Antonio Espirito Santo Silva Salgado (Portuguese Citzenship);
- Bernard M. Basecqz;
- Ulrich Grete;
- Manuel de Magalhaes Villas -Boas (Portuguese Citizenship).
Note: (i) all members of the board of directors have a business address
located at Banco Espirito Santo de Investimento, Rua Tierno Galvan, Torre
3, 14 andar, Lisboa, Portugal; (ii) each member's present principal
occupation is serving as member of the board of directors of "Espirito
Santo Group"'s companies, with the exception of: Carlos Pulido Valente
Monjardino whose business address is Rua do Salitre, nr. 66, Lisboa,
where he is chairman of Fundacao Oriente; Bernardo Ernesto Simoes Moniz da
Maia, whose business address is Rua Martens Ferrao, nr. 66, Lisboa,
where he is chairman of Sogema, SGPS, S.A.; Bernard M. Basecqz whose
business address is 43, Boulevard Royal L - 2955 Luxembourg, where he is
member of the board of Kredietbank Luxembourg; and Ulrich Grete whose
business address is Bahnhofstrasse, 45, CH- 8021, Zurich where he is a
member of the board of "Union Bank of Switzerland"'s companies; and (iii) no
member of the board of directors has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction in which it was
subject to 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.
Executive Officers:
- Manuel Antonio Ribeiro Serzedelo de Almeida - Chief and Executive
Officer
- Jose Maria Espirito Santo Silva Ricciardi;
- Christian Georges Jacques Minzolini;
- Rafael Caldeira de Castel-Branco Valverde;
- Antonio Carlos Romeiras Lemos;
- Diogo Luis Ramos de Abreu;
- Francisco Ravara Cary;
Note: (i) all officers have a business address located at Banco Espirito
Santo de Investimento, Rua Tierno Galvan, Torre 3, 14 andar, Lisboa,
Portugal; (ii) each officer's present principal occupation is serving as
officer of Banco Espirito Santo de Investimento, S.A.; and (iii) no officer
has, during the last five years, been convicted in a criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction in which it was subject to 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.
B. BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA, S.A.
Place of its organization: Lisbon, Portugal;
Principal business: commercial bank;
Address: Avenida da Liberdade, nr. 195, 1250 -142 Lisboa, Portugal;
Information required by (d) and (e) of this Item: Banco Espirito Santo e
Comercial de Lisboa, S.A. has not, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction in which it was
subject to 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.
Board of Directors
- Antonio Luis Roquette Ricciardi (President)
- Ricardo Espirito Santo Silva Salgado - Chief and Executive Officer
(Portuguese Citizenship);
- Marc-Antoine Marie Hugues Autheman (French Citizenship)
- Mario Mosqueira do Amaral (Portuguese Citizenship);
- Jose Manuel Pinheiro Espirito Santo Silva (Portuguese Citizenship);
- Mario Martins Adegas (Portguguese Citizenship)
- Patrick Henri Marie Marty-Ane (French Citizenship);
- Antonio Jose Baptista do Souto (Portuguese Citizenship);
- Jorge Alberto Carvalho Martins (Portuguese Citizenship);
- Manuel Antonio Gomes de Almeida Pinho (Portuguese Citizenship);
- Yves Henry Camille Barsalou (French Citizenship);
- Anibal da Costa Reis de Oliveira (Portuguese Citizenship);
- Jose Manuel Ferreira Neto (Portuguese Citizenship);
- Manuel de Magalhaes Villas-Boas (Portuguese Citizenship);
- Manuel Fernando Moniz Galvao Espirito Santo Silva (Portuguese
Citizenship);
- Jackson Behr Gilbert (US Citizenship);
- Pedro de Mendonca Queiros Pereira (Portuguese Citizenship);
- Jean-Luc Marie Perron (French Citizenship);
- Manuel Antonio Ribeiro Serzedelo de Almeida (Portuguese Citizenship);
- Jose Maria Espirito Santo Silva Ricciardi (Portuguese Citizenship);
Note: (i) all members of the board of directors have a business address
located at Banco Espirito Santo e Comercial de Lisboa, S.A., Avenida da
Liberdade, nr. 195, 1250 -142 Lisboa, Portugal; (ii) each member's present
principal occupation is serving as member of the board of directors of
"Banco Espirito Santo"'s companies, with the exception of: Pedro de Mendonca
Queiro's Pereira, a member of the board of Cimianto-Gestao de
Participacoes, SGPS, S.A. whose business address is Av. Fontes Pereira de
Melo, nr. 14, 10th Floor, Lisbon, Yves Henry Camille Barsalou and Jean-Luc
Marie Perron, members of the board of Caisse National de Credit Agricole,
whose professional address is 91, Boulevard Pasteur, 615015 Paris, Marc-
Antoine Marie Hughes Autheman , a member of the board of Credit Agricole
Indosuez, whose professional address is 9, Quai du President Paul Doumer, F
92400, Courbevoie, 92920 Paris, Paris-la-Defense, Franca and Anibal da
Costa Reis de Oliveira, a member of the board of Fabrica Textil Riopele,
S.A., Pousada de Saramagos, 4760 Vila Nova de Famalicao; and (iii) no
member of the board of directors has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction in which it was
subject to 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.
Executive Officers
- Ricardo Espirito Santo Silva Salgado-Chief and Executive Officer
(Portuguese Citizenship);
- Mario Mosqueira do Amaral (Portuguese Citizenship);
- Jose Manuel Pinheiro Espirito Santo Silva (Portuguese Citizenship);
- Mario Martins Adegas (Portuguese Citizenship);
- Patrick Henri Marie Marty-Ane (French Citizenship);
- Antonio Jose Baptista do Souto (Portuguese Citizenship);
- Jorge Alberto Carvalho Martins (Portuguese Citizenship);
- Manuel Antonio Gomes de Almeida Pinho (Portuguese Citizenship);
Note: (i) all officers have a business address located at Banco Espirito
Santo e Comercial de Lisboa, S.A., Avenida da Liberdade, nr. 195, 1250
- -142 Lisboa, Portugal; (ii) each officer's present principal occupation is
serving as officer of Banco Espirito Santo e Comercial de Lisboa, S.A.; and
(iii) no officer has, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to
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.
C. ESAF - ESPIRITO SANTO FUNDOS DE PENSOES, S.A.
Place of its organization: Lisbon, Portugal;
Principal business: fund management;
Address: Avenida Alvares Cabral, nr. 41, Lisboa, Portugal;
Information required by (d) and (e) of this Item: ESAF - Espirito Santo
Fundos de Pensoes, S.A. has not, during the last five years, been convicted
in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction in which it was
subject to 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.
Board of directors:
Julio Andre - Chairman (Portuguese Citizenship);
Mario Jorge Patricio Tome (Portuguese Citizenship);
Carlos dos Santos Moita (Portuguese Citizenship);
Domingos Roque de Pinho (Portuguese Citizenship);
Jorge da Vargas Bulcao (Portuguese Citizenship).
Note: (i) all members of the board of directors have a business address
located at ESAF - Espirito Santo Fundos de Pensoes, S.A., Avenida Alvares
Cabral, nr. 41, Lisboa, Portugal; (ii) each member's present principal
occupation is serving as member of the board of directors; and (iii) no
member of the board of directors has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction in which it was
subject to 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.
D. ESPIRITO SANTO DEALER, S.A.
Place of its organization: Lisbon, Portugal;
Principal business: stock brokerage;
Address: Rua Tierno Galvan, Torre 3, 11 andar, Lisboa, Portugal;
Information required by (d) and (e) of this Item: ESPIRITO SANTO DEALER,
S.A. has not, during the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to
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.
Board of directors:
Jorge Manuel Torres Pereira Ramos (Portuguese Citizenship);
Jose Manuel Vieira Afonso Freire (Portuguese Citizenship);
Luis Leitao Ricciardi (Portuguese Citizenship).
Note: (i) all members of the board of directors have a business address
located at Espirito Santo Dealer, S.A.,Rua Tierno Galvan, Torre 3, 11
andar, Lisboa, Portugal; (ii) each member's present principal occupation is
serving as member of the board of directors; and (iii) no member of the
board of directors has, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to
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.
E. ESPIRITO SANTO FINANCIAL GROUP, S.A.
Place of its organization: Luxembourg;
Principal business: holding company for financial and insurance business;
Address: 231 Val des Bons Malades, L - 2121 Luxembourg-Kirchberg;
Information required by (d) and (e) of this Item: ESPIRITO SANTO FINANCIAL
GROUP, S.A. has not, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to
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.
Board of directors:
Ricardo Espirito Santo Silva Salgado (Portuguese Citizenship);
Jose Manuel Pinheiro Espirito Santo Silva (Portuguese Citizenship);
Antonio Luis Roquette Ricciardi (Portuguese Citizenship);
Manuel Fernando Moniz Galvao Espirito Santo Silva (Portuguese Citizenship);
Mario Mosqueira do Amaral (Portuguese Citizenship);
Manuel de Magalhaes Villas-Boas (Portuguese Citizenship);
Jackson Behr Gilbert (U.S. Citizenship);
Tiberto Ruy Brandolini d`Adda (Italian Citizenship);
Patrick Monteiro de Barros (French Citizenship);
Augusto de Athayde Soares de Albergaria (Portuguese Citizenship);
Rui Barros Costa (Portuguese Citizenship).
Note: (i) all members of the board of directors have a business address
located at Espirito Santo Financial Group, S.A. 231 Val des Bons Malades, L
- - 2121 Luxembourg-Kirchberg; (ii) each member's present principal
occupation is serving as member of the board of directors of Espirito Santo
Financial Group, S.A.'s companies, with the exception of Mr. Patrick
Monteiro de Barros whose business address is 33 Queens Street, London EC4R
1 ES, United Kingdom, where he is Chairman of Argus Resources (UK) Limited
and Mr. Tiberto Ruy Brandolini d'Adda whose business address is 19 Avenue
Montaigne 75008 Paris, France, where he is Chief Executive Officer of Exor,
S.A. and (iii) none of the Espirito Santo Financial Group, S.A.'s directors
has, during the last five years, been convicted in a criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction in which it was subject to 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. Banco Espirito Santo de Investimento, S.A. used $8,450,000 USD to
acquire the shares of FINET's Common Stock it now holds. All funds were
provided from working capital.
B. Banco Espirito Santo e Comercial de Lisboa, S.A. used $9,500,000
USD to acquire the shares of FINET's Common Stock it now holds. All funds
were provided from working capital.
C. ESAF - Espirito Santo Fundos de Pensoes, S.A. used funds received
from the members of the pension funds managed by it in the amount of
$4,890,000 USD to acquire the shares of FINET's Common Stock it now holds.
D. Espirito Santo Dealer, S.A. used $649,998 USD to acquire the
shares of FINET's Common Stock it now holds. Funds were received from its
clients for the shares acquired on their behalf. Funds were provided from
working capital for shares acquired for Espirito Santo Dealer, S.A.
E. Espirito Santo Financial Group, S.A. used $2,000,000 USD to
acquire the shares of FINET's Common Stock it now holds. All funds were
provided from working capital.
No part of the purchase price is or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons has acquired the shares of Common
Stock owned by it for investment purposes only. There are no plans or
proposals which the Reporting Persons may have which relate to or would
result in any of the occurrences enumerated in the instructions to Item 4
of Schedule 13D, except that the Reporting persons may acquire additional
shares of Common Stock from time to time, depending upon price and market
conditions, evaluation of alternative investments and other factors.
Currently, it is the intention of the Reporting Persons to sell a portion
of the securities during the next twelve (12) months, and maintain
approximately 3% of the outstanding shares of FINET.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. BANCO ESPIRITO SANTO DE INVESTIMENTO, S.A.
(a) As of the date hereof, Banco Espirito Santo de
Investimento, S.A. may be deemed to be the beneficial owner of 2,736,076
shares of Common Stock, which constitutes 3.03% of the 90,300,000 shares of
Common Stock which Banco Espirito Santo de Investimento, S.A. believes to
be the total number of shares of Common Stock outstanding. In addition it
is the beneficial owner of a warrant, which is exercisable immediately, and
for which 1,949,867 shares of Common Stock are issuable. The shares
issuable upon the exercise of the warrant constitute 2.16% of the
90,300,000 shares of Common Stock which Banco Espirito Santo de
Investimento, S.A. believes to be the total number of shares of Common
Stock outstanding.
(b) Banco Espirito Santo de Investimento, S.A. has sole voting
power and sole dispositive power over 2,736,076 shares of Common Stock that
it currently holds and sole voting power and sole dispositive power of all
1,949,867 shares of Common Stock that are issuable upon the exercise of the
warrant.
(c) On June 29, 1999, Banco Espirito Santo de Investimento,
S.A. sold 1,000,000 shares to ESAF - Espirito Santo Fundos de Pensoes, S.A.
The price of the sale was $3.89 USD per share and the transaction was
effected pursuant to a contract of purchase of shares executed on June 28,
1999 in Lisbon, Portugal, and governed by Portuguese law. The numbers of
shares described above already take into account this transaction. Other
transactions in Common Stock effected by Banco Espirito Santo de
Investimento, S.A. during the sixty-day period ended as of the date hereof
are set forth below:
- ----------------------------------------------------------------------------
Date No. of Shares No. of Shares Price Per Share
Purchased Sold
- ----------------------------------------------------------------------------
6-29-99 2,069,409 -- $3.89
- ----------------------------------------------------------------------------
(d) Not applicable.
(e) Not applicable.
B. BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA, S.A.
(a) As of the date hereof, Banco Espirito Santo e Comercial de
Lisboa, S.A. may be deemed to be the beneficial owner of 2,442,159 shares
of Common Stock, which constitutes 2.7% of the 90,300,000 shares of Common
Stock which Banco Espirito Santo e Comercial de Lisboa, S.A. believes to be
the total number of shares of Common Stock outstanding.
(b) Banco Espirito Santo e Comercial de Lisboa, S.A. has sole
voting power and sole dispositive power over all 2,442,159 shares of Common
Stock.
(c) During the past 60 days, Banco Espirito Santo e Comercial
de Lisboa, S.A. has not engaged in any transactions with respect to the
Common Stock, except as set forth below:
- ----------------------------------------------------------------------------
Date No. of Shares No. of Shares Price Per Share
Purchased Sold
- ----------------------------------------------------------------------------
6-29-99 2,442,159 -- $3.89
- ----------------------------------------------------------------------------
(d) Not applicable.
(e) Not applicable.
C. ESAF - ESPIRITO SANTO FUNDOS DE PENSOES, S.A.
(a) As of the date hereof, ESAF - Espirito Santo Fundos de
Pensoes, S.A. could be deemed to be the beneficial owner of 2,666,666
shares of Common Stock, which constitutes 2.95% of the 90,300,000 shares of
Common Stock which ESAF - Espirito Santo Fundos de Pensoes, S.A. believes
to be the total number of shares of Common Stock outstanding. The Common
Stock is held in the accounts of the fund's beneficiaries.
(b) ESAF - Espirito Santo Fundos de Pensoes, S.A. has sole
voting power and sole dispositive power over all 2,666,666 shares of Common
Stock.
(c) On June 29, 1999, ESAF - Espirito Santo Fundos de Pensoes,
S.A. purchased 1,000,000 shares from Banco Espirito Santo de Investimento,
S.A. The price of the sale was $3.89 USD per share and the transaction was
effected pursuant to a contract of purchase of shares executed on June 28,
1999 in Lisbon, Portugal, and governed by Portuguese law. The numbers of
shares described above already take into account this transaction. There
were no other transactions in Common Stock effected by ESAF - Espirito
Santo Fundos de Pensoes, S.A. during the sixty-day period ended as of the
date hereof.
(d) Not applicable.
(e) Not applicable.
D. ESPIRITO SANTO DEALER, S.A.
(a) Espirito Santo Dealer, S.A. disclaims that it is the
beneficial owner of any of the shares of FINET's Common Stock held on
behalf of its clients. As of the date hereof, Espirito Santo Dealer, S.A.
could be deemed to be the beneficial owner of 871,893 shares of Common
Stock (811,949 shares of Common Stock held on behalf of its clients and
59,944 shares of Common Stock held for its own account), which constitutes
0.97% of the 90,300,000 shares of Common Stock which Espirito Santo Dealer,
S.A. believes to be the total number of shares of Common Stock outstanding.
The shares of Common Stock held on behalf of its clients is held in client
accounts and nothing contained herein shall be construed as an admission
that Espirito Santo Dealer, S.A. is the beneficial owner of any of the
Common Stock held on behalf of the clients.
(b) Espirito Santo Dealer, S.A. has sole voting power and sole
dispositive power over 59,944 shares of Common Stock.
(c) During the past 60 days, Espirito Santo Dealer, S.A. has
not engaged in any transactions with respect to the Common Stock, except as
set forth below:
- ----------------------------------------------------------------------------
Date No. of Shares No. of Shares Price Per Share
Purchased Sold
- ----------------------------------------------------------------------------
6-29-99 38,560* -- $3.89
- ----------------------------------------------------------------------------
* On behalf of its clients.
(d) Not applicable.
(e) Not applicable.
E. ESPIRITO SANTO FINANCIAL GROUP, S.A.
(a) As of the date hereof, Espirito Santo Financial Group, S.A.
may be deemed to be the beneficial owner of 514,139 shares of Common
Stock, which constitutes 0.57% of the 90,300,000 shares of Common Stock
which Espirito Santo Financial Group, S.A. believes to be the total number
of shares of Common Stock outstanding.
(b) Espirito Santo Financial Group, S.A. has sole voting power
and sole dispositive power over all 514,139 shares of Common Stock.
(c) During the past 60 days, Espirito Santo Financial Group,
S.A. has not engaged in any transactions with respect to the Common Stock,
except as set forth below:
- ----------------------------------------------------------------------------
Date No. of Shares No. of Shares Price Per Share
Purchased Sold
- ----------------------------------------------------------------------------
6-29-99 514,139 -- $3.89
- ----------------------------------------------------------------------------
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There is an informal and non-enforceable understanding between the
Reporting Persons to maintain shares representing approximately 3%
of FINET's outstanding shares. This understanding is not in writing and
there are no other documents to support or confirm it. Except as otherwise
described, none of the Reporting Persons, nor any other person named in
Item 2 hereof, has any contract, arrangement, understanding or relationship
with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 - Agreement pursuant to Rule 13d-1(k)(1)(iii).
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
July 8, 1999 BANCO ESPIRITO SANTO DE INVESTIMENTO,
S.A.
By /s/ Diogo Abreu
---------------------------------
Name: Diogo Abreu
Title: Managing Director
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
July 8, 1999 BANCO ESPIRITO SANTO E COMERCIAL
DE LISBOA, S.A.
By /s/ Fernando Quintais Lopes
---------------------------------
Name: Fernando Quintais Lopes
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
July 8, 1999 ESAF - ESPIRITO SANTO FUNDOS DE
PENSOES, S.A
By /s/ Rui Vilas
---------------------------------
Name: Rui Vilas
Title: Head of Investments
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
July 8, 1999 ESPIRITO SANTO DEALER, S.A.
By /s/ Jose Freire
---------------------------------
Name: Jose Freire
Title: Member of the Board
of Directors
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
July 8, 1999 ESPIRITO SANTO FINANCIAL GROUP, S.A.
By /s/ Augusto De Athayde
---------------------------------
Name: Augusto De Athayde
Title: Director/Member of the
Board of Directors
EXHIBIT 99.1
AGREEMENT dated as of July 8, 1999 by and among Banco Espirito
Santo de Investimento, S.A., Banco Espirito Santo e Comercial de Lisboa,
S.A., ESAF - Espirito Santo Fundos de Pensoes, S.A., Espirito Santo
Dealer, S.A. and Espirito Santo Financial Group, S.A. (collectively, the
"Shareholders").
WITNESSETH:
WHEREAS, as of the date of this Agreement, pursuant to Rule 13d-3
promulgated under the Securities Exchange Act of 1934 (the "Act"), the
Shareholders may be deemed to have acquired, in the aggregate, beneficial
ownership of more than five percent (5%) of the common stock (the "Common
Stock"), of FiNET.COM, INC., a Delaware corporation (the "Company");
WHEREAS, pursuant to Rule 13d-1 of the Act, a Statement on Schedule
13D must be filed by any person who acquires more than five percent (5%) of
registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(k) of the Act, only one such
Statement need be filed whenever two or more persons are required to file
such a Statement pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that such
Statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
The Shareholders do hereby agree, in accordance with Rule 13d-1(k)
under the Act, to file one Statement on Schedule 13D relating to their
ownership of the Common Stock, and do hereby further agree that said
Statement shall be filed on behalf of each of them. Nothing herein,
however, shall be, or shall be deemed to be, an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of
Section 13(d) of the Act and the rules and regulations promulgated
thereunder) with respect to any securities of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
BANCO ESPIRITO SANTO DE INVESTIMENTO,
S.A.
By /s/ Diogo Abreu
---------------------------------
Name: Diogo Abreu
Title: Managing Director
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA, S.A.
By /s/ Fernando Quintais Lopes
---------------------------------
Name: Fernando Quintais Lopes
Title: Secretary
ESAF - ESPIRITO SANTO FUNDOS DE PENSOES,
S.A
By /s/ Rui Vilas
---------------------------------
Name: Rui Vilas
Title: Head of Investments
ESPIRITO SANTO DEALER, S.A.
By /s/ Jose Freire
---------------------------------
Name: Jose Freire
Title: Member of the Board
of Directors
ESPIRITO SANTO FINANCIAL GROUP, S.A.
By /s/ Augusto De Athayde
---------------------------------
Name: Augusto De Athayde
Title: Director/Member of the
Board of Directors
