UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
TradeStation Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
89267P 10 5
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(CUSIP Number)
Ralph L. Cruz
TradeStation Group, Inc.
8700 West Flagler Street
Miami, Florida 33174
(305) 485-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 2000
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(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 89267P 10 5 Page 2 of 18
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
RLCF - I 1997 Limited Partnership
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable. See Item 3.
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
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6) Citizenship or Place of Organization Texas
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Number of (7) Sole Voting Power -0-
Shares Bene- -------------------------------------------
ficially (8) Shared Voting Power 18,313,108
Owned by -------------------------------------------
Each (9) Sole Dispositive Power 7,206,554
Reporting -------------------------------------------
Person With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,206,554
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
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13) Percent of Class Represented by Amount in Row (11) 16.3%
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14) Type of Reporting Person (See Instructions) PN
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CUSIP No. 89267P 10 5 Page 3 of 18
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
RLCF-II 1997 Limited Partnership
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable. See Item 3.
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
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6) Citizenship or Place of Organization Texas
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Number of (7) Sole Voting Power -0-
Shares Bene- -------------------------------------------
ficially (8) Shared Voting Power 18,313,108
Owned by -------------------------------------------
Each (9) Sole Dispositive Power 1,950,000
Reporting -------------------------------------------
Person With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,000
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
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13) Percent of Class Represented by Amount in Row (11) 4.4%
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14) Type of Reporting Person (See Instructions) PN
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<PAGE>
CUSIP No. 89267P 10 5 Page 4 of 18
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Ralph L. Cruz
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable. See Item 3.
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
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6) Citizenship or Place of Organization USA
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Number of (7) Sole Voting Power -0-
Shares Bene- -------------------------------------------
ficially (8) Shared Voting Power 18,313,108
Owned by -------------------------------------------
Each (9) Sole Dispositive Power 9,156,554
Reporting -------------------------------------------
Person With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,156,554
--------------
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
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13) Percent of Class Represented by Amount in Row (11) 20.7%
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14) Type of Reporting Person (See Instructions) IN
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<PAGE>
CUSIP No. 89267P 10 5 Page 5 of 18
Item 1. Security and Issuer.
Title of Securities: Common Stock, $.01 par value ("Common
Stock")
Name and Address
of Issuer: TradeStation Group, Inc. ("Issuer")
8700 West Flagler Street
Miami, FL 33174
Item 2. Identity and Background.
Information with respect to RLCF-I 1997 Limited Partnership:
Name: RLCF-I 1997 Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 5100 Westheimer
Second Floor, Unit 17-A
Houston, Texas 77056
Criminal Proceedings: None. See information herein with respect to
Ralph L. Cruz, the sole shareholder,
director, president and secretary of the
Texas corporation which is the sole general
partner of RLCF-I 1997 Limited Partnership,
in which Ralph L. Cruz is a 93.6% limited
partner.
Civil Proceedings: None. See information herein with respect to
Ralph L. Cruz, the sole shareholder,
director, president and secretary of the
Texas corporation which is the sole general
partner of RLCF-I 1997 Limited Partnership,
in which Ralph L. Cruz is a 93.6% limited
partner.
State of Organization: Texas
Information with respect to RLCF-II 1997 Limited Partnership:
Name: RLCF-II 1997 Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 5100 Westheimer
Second Floor, Unit 18-A
Houston, Texas 77056
<PAGE>
CUSIP No. 89267P 10 5 Page 6 of 18
Criminal Proceedings: None. See information herein with respect to
Ralph L. Cruz, who directly and indirectly
through a Texas corporation owns 100% of the
Texas limited liability company that is the
1% sole general partner of RLCF-II 1997
Limited Partnership, in which Ralph L. Cruz
is also a 99% limited partner. Ralph L. Cruz
is the sole shareholder, director, president
and secretary of the aforesaid Texas
corporation which is the managing member of
the aforesaid Texas limited liability
company that is the general partner of
RLCF-II 1997 Limited Partnership.
Civil Proceedings: None. See information herein with respect to
Ralph L. Cruz, who directly and indirectly
through a Texas corporation owns 100% of the
Texas limited liability company that is the
1% sole general partner of RLCF-II 1997
Limited Partnership, in which Ralph L. Cruz
is also a 99% limited partner. Ralph L. Cruz
is the sole shareholder, director, president
and secretary of the aforesaid Texas
corporation which is the managing member of
the aforesaid Texas limited liability
company that is the general partner of
RLCF-II 1997 Limited Partnership.
State of Organization: Texas
Information with respect to Ralph L. Cruz:
Name: Ralph L. Cruz
Business Address: TradeStation Group, Inc.
8700 West Flagler Street
Miami, Florida 33174
Principal Occupation: Co-Chairman of the Board and Co-Chief
Executive Officer of TradeStation Group,
Inc. (a provider of securities brokerage
services and real-time analysis platforms
and services), 8700 West Flagler Street,
Miami, Florida 33174
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
<PAGE>
CUSIP No. 89267P 10 5 Page 7 of 18
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 2000, the merger and combination of Omega Research,
Inc., a Florida corporation, and onlinetradinginc.com corp., a Florida
corporation (the "Merger"), was completed pursuant to the terms of that certain
Agreement and Plan of Merger and Reorganization, dated as of January 19, 2000,
by and among TradeStation Group, Inc. (the "Issuer"), Omega Research, Inc.,
Omega Acquisition Corporation, onlinetradinginc.com corp. and Onlinetrading
Acquisition Corporation, as amended (the "Merger Agreement"). As part of the
Merger, Omega Research, Inc. became a wholly-owned subsidiary of the Issuer and
each outstanding share of Omega Research, Inc. common stock, par value $.01, was
automatically converted into one share of TradeStation Group, Inc. common stock,
par value $.01 ("Common Stock").
As a result of the Merger, (i) the 7,206,554 shares of Omega Research,
Inc. common stock owned by RLCF-I 1997 Limited Partnership were converted into
7,206,554 shares of Common Stock and (ii) the 1,950,000 shares of Omega
Research, Inc. common stock owned by RLCF-II 1997 Limited Partnership were
converted into 1,950,000 shares of Common Stock.
In conjunction with the Merger, RLCF-I 1997 Limited Partnership and
RLCF-II 1997 Limited Partnership entered into a Voting Trust Agreement dated as
of January 19, 2000 (the "Voting Trust Agreement") by and among WRCF-I 1997
Limited Partnership, WRCF-II 1997 Limited Partnership, RLCF-I 1997 Limited
Partnership, RLCF-II 1997 Limited Partnership, Andrew A. Allen, Andrew A. Allen
Family Limited Partnership, Tafazzoli Family Limited Partnership, zum Tobel
Family Limited Partnership, Derek J. Hernquist, Benedict S. Gambino and Marc J.
Stone, as voting trustee. Pursuant to the Voting Trust Agreement, all of the
shares owned by the parties to the Voting Trust Agreement will be deposited into
a voting trust. RLCF-I 1997 Limited Partnership and RLCF-II 1997 Limited
Partnership will direct the trustee of the voting trust how to vote their
respective shares, except that with respect to the election of directors RLCF-I
1997 Limited Partnership and RLCF-II 1997 Limited Partnership, acting together
and in conjunction with WRCF-I 1997 Limited Partnership (which is controlled by
Ralph L. Cruz's brother, William R. Cruz, by virtue of his being the sole
shareholder of the Texas corporation which is the 1% general partner of the
partnership) and WRCF-II 1997 Limited Partnership (which is controlled by
William R. Cruz by virtue of his directly and indirectly wholly-owning the Texas
limited liability company that is the 1% sole general partner of the
partnership), have the right to direct the voting trustee to vote all of the
shares subject to the voting trust in a manner such that five of the total of
eight directors constituting the board of directors of the Issuer are designated
by them. The other shareholders who are a party to the Voting Trust Agreement
collectively have the right to direct the voting trustee to vote all of the
shares subject to the voting trust in a manner such that the remaining three
directors of the Issuer are designated by those shareholders. The information
included in Item 6 hereinbelow is incorporated by reference in this Item 3.
<PAGE>
CUSIP No. 89267P 10 5 Page 8 of 18
Item 4. Purpose of Transaction.
The shares were acquired as a result of the conversion of outstanding
shares of Omega Research, Inc. common stock into shares of Common Stock pursuant
to the Merger. RLCF-I 1997 Limited Partnership and RLCF-II 1997 Limited
Partnership, acting in conjunction with WRCF-I 1997 Limited Partnership and
WRCF-II 1997 Limited Partnership, acquired the power to direct the vote of the
shares subject to the Voting Trust Agreement such that they are able to
designate five of the eight members of the board of directors of the Issuer. See
Item 3 above.
Item 5. Interest in Securities of the Issuer.
Information with respect to RLCF-I 1997 Limited Partnership:
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page. Pursuant to Rule 13d-4, RLCF-I 1997 Limited
Partnership expressly declares that the filing of this Schedule 13D shall not be
construed as an admission that RLCF-I 1997 Limited Partnership is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Schedule 13D other than the securities specified in
Item 11 of the applicable cover page.
(b) Shared versus sole voting and dispositive power: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during last 60 days: On December 29, 2000 the limited
partnership acquired 7,206,554 shares as a result of the conversion of the
limited partnership's 7,206,554 shares of Omega Research, Inc. common stock into
7,206,554 shares of Common Stock. See Item 3 above.
Information with respect to RLCF-II 1997 Limited Partnership:
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page. Pursuant to Rule 13d-4, RLCF-II 1997
Limited Partnership expressly declares that the filing of this Schedule 13D
shall not be construed as an admission that RLCF-II 1997 Limited Partnership is,
for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by this Schedule 13D other than the securities specified
in Item 11 of the applicable cover page.
(b) Shared versus sole voting and dispositive power: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during last 60 days: On December 29, 2000 the limited
partnership acquired 1,950,000 shares as a result of the conversion of the
limited partnership's 1,950,000 shares of Omega Research, Inc. common stock into
1,950,000 shares of Common Stock. See Item 3 above.
<PAGE>
CUSIP No. 89267P 10 5 Page 9 of 18
Information with respect to Ralph L. Cruz:
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page. Pursuant to Rule 13d-4, Ralph L. Cruz
expressly declares that the filing of this Schedule 13D shall not be construed
as an admission that Ralph L. Cruz is, for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any securities covered by this
Schedule 13D other than the securities specified in Item 11 of the applicable
cover page.
(b) Shared versus sole voting and dispositive powers: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during the last 60 days:
(i) On December 29, 2000, RLCF-I 1997 Limited Partnership acquired
7,206,554 shares as a result of the conversion of the limited partnership's
7,206,554 shares of Omega Research, Inc. common stock into 7,206,554 shares of
Common Stock. See Information with respect to RLCF-I 1997 Limited Partnership
and Item 3 above.
(ii) On December 29, 2000, RLCF-II 1997 Limited Partnership
acquired 1,950,000 shares as a result of the conversion of the limited
partnership's 1,950,000 shares of Omega Research, Inc. common stock into
1,950,000 shares of Common Stock. See Information with respect to RLCF-II 1997
Limited Partnership and Item 3 above.
Information with respect to persons who, together with persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act:
(1) WRCF-I 1997 Limited Partnership:
Aggregate number of Common Stock beneficially owned: 7,206,554
Percentage of Common Stock beneficially owned: 16.3%
(2) WRCF-II 1997 Limited Partnership:
Aggregate number of Common Stock beneficially owned: 1,950,000
Percentage of Common Stock beneficially owned: 4.4%
(3) William R. Cruz:
Aggregate number of Common Stock beneficially owned: 9,156,654
Percentage of Common Stock beneficially owned: 20.7%
<PAGE>
CUSIP No. 89267P 10 5 Page 10 of 18
Information with respect to each person with whom the power to vote or direct
the vote is shared:
(1) WRCF-I 1997 Limited Partnership
Name: WRCF-I 1997 Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 5100 Westheimer
Second Floor, Unit 17-A
Houston, Texas 77056
Criminal Proceedings: None. See information herein with respect to
William R. Cruz, the sole shareholder,
director, president and secretary of the
Texas corporation which is the general
partner of WRCF-I 1997 Limited Partnership,
in which William R. Cruz is a 99% limited
partner.
Civil Proceedings: None. See information herein with respect to
William R. Cruz, the sole shareholder,
director, president and secretary of the
Texas corporation which is the general
partner of WRCF-I 1997 Limited Partnership,
in which William R. Cruz is a 99% limited
partner.
State of Organization: Texas
(2) WRCF-II 1997 Limited Partnership
Name: WRCF-II 1997 Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 5100 Westheimer
Second Floor, Unit 18-A
Houston, Texas 77056
Criminal Proceedings: None. See information herein with respect to
William R. Cruz, who directly and indirectly
through a Texas corporation owns 100% of the
Texas limited liability company that is the
1% sole general partner of WRCF-II 1997
Limited Partnership, in which
<PAGE>
CUSIP No. 89267P 10 5 Page 11 of 18
William R. Cruz is a 77.8% limited partner.
William R. Cruz is the sole shareholder,
director, president and secretary of the
aforesaid Texas corporation which is the
managing member of the aforesaid Texas
limited liability company that is the
general partner of WRCF-II 1997 Limited
Partnership.
Civil Proceedings: None. See information herein with respect to
William R. Cruz, who directly and indirectly
through a Texas corporation owns 100% of the
Texas limited liability company that is the
1% sole general partner of WRCF-II 1997
Limited Partnership, in which William R.
Cruz is a 77.8% limited partner. William R.
Cruz is the sole shareholder, director,
president and secretary of the aforesaid
Texas corporation which is the managing
member of the aforesaid Texas limited
liability company that is the general
partner of WRCF-II 1997 Limited Partnership.
State of Organization: Texas
(3) William R. Cruz
Name: William R. Cruz
Business Address: TradeStation Group, Inc.
8700 West Flagler Street
Miami, Florida 33174
Principal Occupation: Co-Chairman of the Board and Co-Chief
Executive Officer of Issuer (a provider of
securities brokerage services and real-time
analysis platforms and services), 8700 West
Flagler Street, Miami, Florida 33174
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
(4) Andrew A. Allen
Name: Andrew A. Allen
Residence Address: 4939 N.W. 23rd Court
Boca Raton, Florida 33431
<PAGE>
CUSIP No. 89267P 10 5 Page 12 of 18
Principal Occupation: Retired
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
(5) Andrew A. Allen Family Limited Partnership
Name: Andrew A. Allen Family Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 4939 N.W. 23rd Court
Boca Raton, Florida 33431
Criminal Proceedings: None. See information herein with respect to
Andrew A. Allen, the sole shareholder,
director and president of the corporation
which is the general partner of Andrew A.
Allen Family Limited Partnership.
Civil Proceedings: None. See information herein with respect to
Andrew A. Allen, the sole shareholder,
director and president of the corporation
which is the general partner of Andrew A.
Allen Family Limited Partnership.
State of Organization: Florida
(6) Farshid Tafazzoli
Name: Farshid Tafazzoli
Business Address: TradeStation Securities, Inc.
2700 North Military Trail
Boca Raton, Florida 33431
Principal Occupation: Vice President of Brokerage Technology of
Issuer and Chief Information Officer of
TradeStation Securities, Inc. (a provider of
securities brokerage services), 2700 North
Military Trail, Boca Raton, Florida 33431
Criminal Proceedings: None
<PAGE>
CUSIP No. 89267P 10 5 Page 13 of 18
Civil Proceedings: None
Citizenship: USA
(7) Tafazzoli Family Limited Partnership
Name: Tafazzoli Family Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 798 N.W. 6th Drive
Boca Raton, Florida 33486
Criminal Proceedings: None. See information herein with respect to
Farshid Tafazzoli, the sole shareholder,
director and president of the corporation
which is the general partner of Tafazzoli
Family Limited Partnership.
Civil Proceedings: None. See information herein with respect to
Farshid Tafazzoli, the sole shareholder,
director and president of the corporation
which is the general partner of Tafazzoli
Family Limited Partnership.
State of Organization: Florida
(8) E. Steven zum Tobel
Name: E. Steven zum Tobel
Business Address: TradeStation Securities, Inc.
2700 North Military Trail
Boca Raton, Florida 33431
Principal Occupation: Vice President of Brokerage Operations of
Issuer and President of TradeStation
Securities, Inc. (a provider of securities
brokerage services), 2700 North Military
Trail, Boca Raton, Florida 33431
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
<PAGE>
CUSIP No. 89267P 10 5 Page 14 of 18
(9) zum Tobel Family Limited Partnership
Name: zum Tobel Family Limited Partnership
Principal Business: Investor
Address of Principal
Business and Principal
Office: 5906 Michaux Street
Boca Raton, Florida 33433
Criminal Proceedings: None. See information herein with respect to
E. Steven zum Tobel, the sole shareholder,
director and president of the corporation
which is the general partner of the zum
Tobel Family Limited Partnership.
Civil Proceedings: None. See information herein with respect to
E. Steven zum Tobel, the sole shareholder,
director and president of the corporation
which is the general partner of the zum
Tobel Family Limited Partnership.
State of Organization: Florida
(10) Derek J. Hernquist
Name: Derek J. Hernquist
Business Address: TradeStation Securities, Inc.
2700 North Military Trail
Boca Raton, Florida 33431
Principal Occupation: Supervisor of Investment Research and
Development and of Trading Desk of
TradeStation Securities, Inc. (a provider of
securities brokerage services), 2700 North
Military Trail, Boca Raton, Florida 33431
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
(11) Benedict S. Gambino
Name: Benedict S. Gambino
<PAGE>
CUSIP No. 89267P 10 5 Page 15 of 18
Residence Address: 22356 Timberlea Lane
Kildeer, Illinois 60047
Principal Occupation: Self-employed (stock/option trader)
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
(12) Marc J. Stone
Name: Marc J. Stone
Business Address: TradeStation Group, Inc.
8700 West Flagler Street
Miami, Florida 33174
Principal Occupation: Vice President of Corporate Development,
General Counsel and Secretary of Issuer,
8700 West Flagler Street, Miami, Florida
33174
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
In connection with entering into the Merger Agreement, certain
shareholders of Omega Research, Inc. and onlinetradinginc.com corp. entered into
a Voting Trust Agreement, to be effective at the effective time of the Merger
which was December 29, 2000 (the "Effective Time"), pursuant to which shares of
Common Stock of the Issuer owned by them after the Effective Time are subject to
the terms of a voting trust. The shareholders of Omega Research, Inc. who
entered into the Voting Trust Agreement are RLCF-I 1997 Limited Partnership,
RLCF-II 1997 Limited Partnership, WRCF-I 1997 Limited Partnership and WRCF-II
1997 Limited Partnership (collectively, the "Cruz Group"). The Cruz Group
collectively holds an aggregate of 18,313,108 shares of Common Stock
representing approximately 41.3% of the outstanding shares of Common Stock of
the Issuer. The shareholders of onlinetradinginc.com corp. who entered into the
Voting Trust Agreement are Andrew A. Allen, Andrew A. Allen Family Limited
Partnership, Tafazzoli Family Limited Partnership, zum Tobel Family Limited
Partnership, Derek J. Hernquist and Benedict S. Gambino (collectively, the
"Online Group"). The Online Group collectively holds
<PAGE>
CUSIP No. 89267P 10 5 Page 16 of 18
an aggregate of approximately 15,263,997 shares of Common Stock representing
approximately 34.4% of the outstanding shares of Common Stock of the Issuer. The
parties to the Voting Trust Agreement have agreed that during the term of the
Voting Trust Agreement and the continuance of the voting trust created under
that agreement the voting trustee, Marc J. Stone, is required with respect to
shares of Common Stock of the Issuer subject to the voting trust to vote and
abstain from voting or otherwise to participate in shareholder actions,
including executing written consents, in all matters relating to the Issuer
subject to and limited by and as directed pursuant to the Voting Trust
Agreement.
From and after the Effective Time, the Cruz Group has the right to
direct the voting trustee to vote all of the shares subject to the voting trust
in a manner such that five of the total of eight directors constituting the
board of directors of the Issuer, two of which are required to be independent
directors, are designated by the Cruz Group. The Online Group has the right to
direct the voting trustee to vote all of the shares subject to the voting trust
in a manner such that three of such total number of eight directors, one of
which is required to be an independent director, are designated by the Online
Group. In the event that the number of directors constituting the board of
directors of the Issuer is increased or decreased, then each group of
shareholders will be entitled to designate its number of the total number of
directors of the Issuer based upon a ratio of 62.5% for the Cruz Group
shareholders and 37.5% for the Online Group. If the foregoing ratio yields other
than whole numbers as to the number of directors for which each group of
shareholders is entitled to designate the shares to be voted, then the number of
directors which each such group is entitled to designate shall be rounded down
to the nearest whole number, and the one remaining directorship that this
rounding down will create shall be designated by the Cruz Group.
With respect to all matters other than the election of directors as to
which a vote (or written consent) of shareholders of the Issuer will be made,
the voting trustee will vote the shares owned by each shareholder who is a party
to the Voting Trust Agreement as specifically instructed in writing by the
shareholder owning the beneficial interest in, and voting trust certificate
relating to, such shares. In the event that the voting trustee does not timely
receive such written voting instructions, in whole or in part, from a
shareholder, then the voting trustee shall abstain from voting the shares owned
by such shareholder with respect to any or all matters as to which the voting
trustee has not received written voting instructions.
The voting trust shall dissolve on the earliest of the following dates:
(i) the second anniversary of the Effective Time; (ii) the date when the voting
trustee shall resign in writing unless such vacancy is timely filled as provided
under the Voting Trust Agreement; (iii) the date when the Issuer's shareholders
who are parties to the Voting Trust Agreement holding 67% or more of the shares
then subject to that agreement shall execute a written instrument so declaring;
or (iv) the date when less than 75% of the aggregate number of shares owned as
of the Effective Time by either the Cruz Group or the Online Group remains
subject to the voting trust.
<PAGE>
CUSIP No. 89267P 10 5 Page 17 of 18
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger and Reorganization dated as of January
19, 2000 by and among Omega Research, Inc., Omega Acquisition Corporation,
onlinetradinginc.com corp., Onlinetrading Acquisition Corporation and
TradeStation Group, Inc., as amended (incorporated by reference to TradeStation
Group, Inc.'s Registration Statement on Form S-4, as amended (File No.
333-34922) declared effective on December 11, 2000).
2. Voting Trust Agreement dated as of January 19, 2000 by and among
WRCF-I 1997 Limited Partnership, WRCF-II 1997 Limited Partnership, RLCF-I 1997
Limited Partnership, RLCF-II 1997 Limited Partnership, Andrew A. Allen, Andrew
A. Allen Family Limited Partnership, Tafazzoli Family Limited Partnership, zum
Tobel Family Limited Partnership, Derek J. Hernquist, Benedict S. Gambino and
Marc J. Stone, as voting trustee (incorporated by reference to TradeStation
Group, Inc.'s Registration Statement on Form S-4, as amended (File No.
333-34922) declared effective on December 11, 2000).
<PAGE>
CUSIP No. 89267P 10 5 Page 18 of 18
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.
January 10, 2001 /s/ Ralph L. Cruz
---------------- --------------------------------------------------
(Date) (Signature)
Ralph L. Cruz, President of RLCF-I GP, Inc.,
the general partner of RLCF-I 1997 Limited
Partnership
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(Name and Title)
January 10, 2001 /s/ Ralph L. Cruz
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(Date) (Signature)
Ralph L. Cruz, President of RLCF-II Manager, Inc.,
the managing member of RLCF-II, GP LLC, the general
partner of RLCF-II 1997 Limited Partnership
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(Name and Title)
January 10, 2001 /s/ Ralph L. Cruz
---------------- --------------------------------------------------
(Date) (Signature)
Ralph L. Cruz, individually
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(Name and Title)
