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)
Benedict S. Gambino
22356 Timberlea Lane
Kildeer, Illinois 60047
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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).
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CUSIP No. 89267P 10 5 Page 2 of 15
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Benedict Gambino
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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 15,263,997
Owned by -------------------------------------------
Each (9) Sole Dispositive Power 4,680,960
Reporting -------------------------------------------
Person With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,680,980
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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) 10.6%
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14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 89267P 10 5 Page 3 of 15
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. Identify and Background.
Information with respect to Benedict S. Gambino:
Name: Benedict S. Gambino
Residence Address: 22356 Timberlea Lane
Kildeer, Illinois 60047
Principal Occupation: Self-employed (stock/option trader)
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
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,
onlinetradinginc.com corp. became a wholly-owned subsidiary of the Issuer and
each outstanding share of onlinetradinginc.com corp. common stock, par value
$.01, was automatically converted into 1.7172 shares of TradeStation Group, Inc.
common stock, par value $.01 ("Common Stock").
As a result of the Merger, the 2,725,926 shares of onlinetradinginc.com
corp. common stock owned by Benedict S. Gambino were converted into 4,680,960
shares of Common Stock.
In conjunction with the Merger, Benedict S. Gambino 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
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CUSIP No. 89267P 10 5 Page 4 of 15
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. Benedict S. Gambino will direct
the trustee of the voting trust how to vote his shares, except that with respect
to the election of directors Benedict S. Gambino, acting together and in
conjunction with Tafazzoli Family Limited Partnership, zum Tobel Family Limited
Partnership, Derek J. Hernquist, Andrew A. Allen and Andrew A. Allen Family
Limited Partnership, 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 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
five directors of the Issuer are designated by those shareholders. The
information included in Item 6 hereinbelow is incorporated by reference in this
Item 3.
Item 4. Purpose of Transaction.
The shares were acquired as a result of the conversion of each outstanding
share of onlinetradinginc.com corp. common stock into 1.7172 shares of Common
Stock pursuant to the Merger. Benedict S. Gambino, acting in conjunction with
Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership,
Derek J. Hernquist, Andrew A. Allen Family Limited Partnership and Andrew A.
Allen, acquired the power to direct the vote of the shares subject to the Voting
Trust Agreement such that they are able to designate three 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 Benedict S. Gambino:
(a) Aggregate number and percentage of Common Stock owned: See Items 11 and
13 of the cover page. Pursuant to Rule 13d-4, Benedict S. Gambino expressly
declares that the filing of this Schedule 13D shall not be construed as an
admission that Benedict S. Gambino 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 cover page.
(b) Shared versus sole voting and dispositive powers: See Items 7, 8, 9 and
10 of the cover page.
(c) Transactions during the last 60 days: On December 29, 2000, Benedict S.
Gambino acquired 4,680,960 shares as a result of the conversion of his 2,725,926
shares of onlinetradinginc.com corp. common stock into 4,680,960 shares of
Common Stock. See 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:
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CUSIP No. 89267P 10 5 Page 5 of 15
(1) Andrew A. Allen
Aggregate number of Common Stock beneficially owned: 4,680,960
Percentage of Common Stock beneficially owned: 10.6%
(2) Andrew A. Allen Family Limited Partnership
Aggregate number of Common Stock beneficially owned: 4,293,000
Percentage of Common Stock beneficially owned: 9.7%
(3) Tafazzoli Family Limited Partnership
Aggregate number of Common Stock beneficially owned: 4,680,960
Percentage of Common Stock beneficially owned: 10.6%
(4) zum Tobel Family Limited Parntership
Aggregate number of Common Stock beneficially owned: 763,199
Percentage of Common Stock beneficially owned: 1.7%
(5) Derek J. Hernquist
Aggregate number of Common Stock beneficially owned: 457,918
Percentage of Common Stock beneficially owned: 1.0%
Information with respect to each person with whom the power to vote or direct
the vote is shared:
(1) 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 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
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CUSIP No. 89267P 10 5 Page 6 of 15
(2) 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 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 general
partner of RLCF-I 1997 Limited Partnership,
in which Ralph L. Cruz is a 93.6% limited
partner.
State of Organization: Texas
(3) 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
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 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
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CUSIP No. 89267P 10 5 Page 7 of 15
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 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
(4) 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
(5) WRCF-I 1997 Limited Partnership
Name: WRCF-I 1997 Limited Partnership
Principal Business: Investor
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CUSIP No. 89267P 10 5 Page 8 of 15
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 sole 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
(6) 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 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
<PAGE>
CUSIP No. 89267P 10 5 Page 9 of 15
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
(7) 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
Civil Proceedings: None
Citizenship: USA
(8) 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.
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CUSIP No. 89267P 10 5 Page 10 of 15
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
(9) 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
(10) 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
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CUSIP No. 89267P 10 5 Page 11 of 15
partner of the zum Tobel Family Limited
Partnership.
State of Organization: Florida
(11) 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
(12) Andrew A. Allen
Name: Andrew A. Allen
Residence Address: 4939 N.W. 23rd Court
Boca Raton, Florida 33431
Principal Occupation: Retired
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
(13) Andrew A. Allen Family Limited Parntership
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
<PAGE>
CUSIP No. 89267P 10 5 Page 12 of 15
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
(14) 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 WRCF-I 1997 Limited Partnership, WRCF-II
1997 Limited Partnership, RLCF-I 1997 Limited Partnership and RLCF-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
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CUSIP No. 89267P 10 5 Page 13 of 15
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 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%
<PAGE>
CUSIP No. 89267P 10 5 Page 14 of 15
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.
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).
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CUSIP No. 89267P 10 5 Page 15 of 15
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/ Benedict S. Gambino
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(Date) (Signature)
Benedict S. Gambino, individually
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(Name and Title)
