UNITED STATES
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. __)*
SOUNDVIEW TECHNOLOGY GROUP, INC.
________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________
(Title of Class of Securities)
83611Q406
______________
(CUSIP Number)
CHRISTOPHER V. DODDS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CALIFORNIA 94108
(415) 627-7000
____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 12, 2004
_____________________________
(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(c), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 11 Pages)
CUSIP No. 83611Q406 SCHEDULE 13D Page 2 of 11
================================================================================
1 Name of Reporting Person
THE CHARLES SCHWAB CORPORATION
IRS Identification No. of Above Person
________________________________________________________________________________
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
________________________________________________________________________________
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
DELAWARE, UNITED STATES
________________________________________________________________________________
7 Sole Voting Power -0-
NUMBER OF
___________________________________________
SHARES
8 Shared Voting Power 19,500,771(1)
BENEFICIALLY
___________________________________________
OWNED BY EACH
9 Sole Dispositive Power -0-
REPORTING
___________________________________________
PERSON WITH
10 Shared Dispositive Power 19,500,771(1)
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,500,771(1)
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
[ ]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row 11
93.7%(1)
________________________________________________________________________________
14 Type of Reporting Person
HC
================================================================================
(1) On January 12, 2004, Shakespeare Merger Corporation ("Shakespeare"), a
wholly owned subsidiary of The Charles Schwab Corporation ("Schwab"),
acquired 17,776,486 shares of common stock, par value $0.01 per share, of
SoundView Technology Group, Inc. ("SoundView") at a cash purchase price of
$15.50 per share, pursuant to Shakespeare's offer to purchase all of the
outstanding common stock and Class B common stock of SoundView. On January
15, 2004, at the expiration of the subsequent offering period for
Shakespeare's tender offer, Shakespeare had acquired 19,500,771 shares of
SoundView's common stock, representing 93.7% of the shares of SoundView's
common stock outstanding. Following completion of the tender offer,
Shakespeare merged with and into SoundView, causing SoundView to be a direct
and wholly owned subsidiary of Schwab.
CUSIP No. 83611Q406 SCHEDULE 13D Page 3 of 11
================================================================================
1 Name of Reporting Person
SHAKESPEARE MERGER CORPORATION
IRS Identification No. of Above Person
________________________________________________________________________________
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 Source of Funds AF
________________________________________________________________________________
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
6 Citizenship or Place of Organization
DELAWARE, UNITED STATES
________________________________________________________________________________
7 Sole Voting Power -0-
NUMBER OF
___________________________________________
SHARES
8 Shared Voting Power 19,500,771(2)
BENEFICIALLY
___________________________________________
OWNED BY EACH
9 Sole Dispositive Power -0-
REPORTING
___________________________________________
PERSON WITH
10 Shared Dispositive Power 19,500,771(2)
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,500,771(2)
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
[ ]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row 11
93.7%(2)
________________________________________________________________________________
14 Type of Reporting Person
CO
================================================================================
(2) On January 12, 2004, Shakespeare Merger Corporation ("Shakespeare"), a
wholly owned subsidiary of The Charles Schwab Corporation ("Schwab"),
acquired 17,776,486 shares of common stock, par value $0.01 per share,
of SoundView Technology Group, Inc. ("SoundView") at a cash purchase
price of $15.50 per share, pursuant to Shakespeare's offer to purchase
all of the outstanding common stock and Class B common stock of
SoundView. On January 15, 2004, at the expiration of the subsequent
offering period for Shakespeare's tender offer, Shakespeare had acquired
19,500,771 shares of SoundView's common stock, representing 93.7% of the
shares of SoundView's common stock outstanding. Following completion of
the tender offer, Shakespeare merged with and into SoundView, causing
SoundView to be a direct and wholly owned subsidiary of Schwab.
CUSIP No. 83611Q406 SCHEDULE 13D Page 4 of 11
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D ("Schedule 13D") relates to the common stock, par
value $0.01 per share ("Common Stock"), of SoundView Technology Group, Inc.
("SoundView"). The address of the principal executive office of SoundView is
1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-1333.
ITEM 2. IDENTITY AND BACKGROUND.
The Charles Schwab Corporation ("Schwab") is incorporated in the state of
Delaware. Its principal business is a financial services holding company. The
address of its principal place of business and principal office is: 120 Kearny
Street, San Francisco, California 94108.
Shakespeare Merger Corporation ("Shakespeare") is incorporated in the state of
Delaware. It was organized as a wholly-owned subsidiary of Schwab to acquire
SoundView. The address of its principal place of business and principal office
is: 120 Kearny Street, San Francisco, California 94108.
Set forth in Schedule I-A to this Schedule 13D is information concerning each
director, executive officer and persons owning more than ten percent of the
outstanding common stock of Schwab. Set forth in Schedule I-B to this Schedule
13D is information concerning each director and executive officer of
Shakespeare.
During the past five years, neither Schwab nor Shakespeare, nor to the best of
their knowledge, any person named in Schedule I-A or Schedule I-B to this
Schedule 13D, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five years, neither Schwab
nor Shakespeare, nor to the best of their knowledge, any person named in
Schedule I-A or Schedule I-B to this Schedule 13D, was 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 judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activity
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.
On November 18, 2003, Schwab, Shakespeare and SoundView entered into an
Agreement and Plan of Merger, under which Shakespeare, a wholly owned subsidiary
of Schwab, agreed to acquire all of the outstanding shares of SoundView Common
Stock through a cash tender offer of $15.50 per share. Shakespeare obtained the
funds needed to acquire the shares of SoundView Common Stock pursuant to
Shakespeare's tender offer (as described in Item 4 below) through capital
contributions made by Schwab, which Schwab funded from cash on hand and cash
equivalents.
ITEM 4. PURPOSE OF TRANSACTION.
This Schedule 13D is being filed by Schwab and Shakespeare and relates to the
acquisition by Shakespeare, a wholly owned subsidiary of Schwab, of all of the
outstanding SoundView common stock in a two-step transaction comprised of a cash
tender offer for all of the issued and outstanding shares of SoundView Common
Stock and Class B common stock, followed by a merger of Shakespeare with and
into SoundView (the "Merger"), pursuant to the Agreement and Plan of Merger
among Schwab, Shakespeare and SoundView, dated as of November 18, 2003 (the
"Merger Agreement").
CUSIP No. 83611Q406 SCHEDULE 13D Page 5 of 11
On December 3, 2003, Shakespeare commenced the cash tender offer for all of the
outstanding shares of SoundView Common Stock and Class B common stock at a price
of $15.50 per share. On January 9, 2004, the initial offering period of
Shakespeare's tender offer expired. On January 12, 2004, Shakespeare accepted
for payment 17,776,486 shares of SoundView Common Stock, representing
approximately 85.4% of the shares of SoundView Common Stock outstanding. On
January 12, 2004, Shakespeare also commenced a subsequent offering period for
all remaining untendered shares of SoundView Common Stock and Class B common
stock. On January 15, 2004, the subsequent offering period expired. As of the
expiration of the subsequent offering period, Shakespeare had acquired an
aggregate of 19,500,771 shares of SoundView Common Stock, representing
approximately 93.7% of the shares of SoundView Common Stock outstanding.
Under the terms of the Merger Agreement, following completion of the subsequent
offering period on January 15, 2004, Shakespeare merged with and into SoundView.
At the effective time of the Merger, all shares of SoundView Common Stock and
Class B common stock outstanding, other than shares of SoundView Common Stock
and Class B common stock for which holders perfect their appraisal rights under
Delaware law, were converted into the right to receive $15.50 in cash from
Shakespeare.
Pursuant to the Merger Agreement, on January 12, 2004, all but three members of
SoundView's Board of Directors (such three members, the "Continuing Directors")
resigned from the Board of Directors. The remaining directors of SoundView's
Board of Directors elected five new directors designated by Schwab to fill the
vacancies created by the resignations of the members of SoundView's Board of
Directors. On January 15, 2004, following the Merger, two of the Continuing
Directors resigned from the Board of Directors.
At the effective time of the Merger, SoundView became a wholly owned subsidiary
of Schwab. Each outstanding share of SoundView Common Stock held of record by
stockholders (other than Shakespeare and other than stockholders that perfect
their appraisal rights under Delaware law), have been converted into the right
to receive from Shakespeare the sum of $15.50 in cash for each such share of
SoundView Common Stock owned upon surrender by a former stockholder of the
certificate or certificates formerly representing ownership of such former
stockholder's SoundView Common Stock, each outstanding share of SoundView Common
Stock owned of record by Shakespeare ceased to be outstanding, without any
payment being made for such shares, and each share of SoundView Common Stock
(all of which was held by Schwab) has been converted into 25,000 shares of
SoundView common stock, par value $0.01 per share.
As of the close of business on January 15, 2004, SoundView Common Stock ceased
to be quoted on any quotation system or exchange. On January 16, 2004, prior to
opening of trading on the Nasdaq National Market, SoundView filed a Form 15 with
the United States Securities and Exchange Commission, terminating the
registration of its Common Stock pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
5(a) Immediately prior to the Merger, Schwab and its wholly owned subsidiary,
Shakespeare, were deemed to be the beneficial owners of 19,500,771
shares of SoundView Common Stock, as follows: On January 12, 2004,
Shakespeare acquired 17,776,486 shares of SoundView Common Stock at a
cash purchase price of $15.50 per share, pursuant to Shakespeare's offer
to purchase all of the outstanding SoundView Common Stock and Class B
common stock. On January 15, 2004, at the expiration of the subsequent
offering period for Shakespeare's tender offer, Shakespeare had acquired
19,500,771 shares of SoundView's common stock, representing 93.7% of the
shares of SoundView's common stock outstanding. Following completion of
the tender offer,
CUSIP No. 83611Q406 SCHEDULE 13D Page 6 of 11
Shakespeare merged with and into SoundView, causing SoundView to be a
direct and wholly owned subsidiary of Schwab.
5(b) Subject to the information described in Item 4 and 5(a) above, the
number of shares as to which Schwab and Shakespeare have:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 19,500,771
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to vote or to direct the disposition: 19,500,771
5(c) Other than the transactions described in Item 4 above, during the past
60 days, neither Schwab nor Shakespeare effected any transactions in
SoundView's securities.
5(d) None.
5(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
AGREEMENT AND PLAN OF MERGER AMONG SCHWAB, SHAKESPEARE AND SOUNDVIEW: On
November 18, 2003, Schwab, Shakespeare and SoundView entered into an Agreement
and Plan of Merger, under which Shakespeare agreed to acquire all of the
outstanding shares of SoundView Common Stock through a cash tender offer of
$15.50 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of November 18, 2003,
by and among The Charles Schwab Corporation, Shakespeare
Merger Corporation and SoundView Technology Group, Inc.
(incorporated by reference to Exhibit (d)(1) of the Schedule
TO filed by The Charles Schwab Corporation on December 3,
2003)
99.1 Joint Filing Agreement by and between The Charles Schwab
Corporation and Shakespeare Merger Corporation, dated January
15, 2004
CUSIP No. 83611Q406 SCHEDULE 13D Page 7 of 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2004
THE CHARLES SCHWAB CORPORATION
/s/ CHRISTOPHER V. DODDS
______________________________
Christopher V. Dodds
Executive Vice President
and Chief Financial Officer