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)
Andrew A. Allen
4939 N.W. 23rd Court
Boca Raton, Florida 33431
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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 16
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Andrew A. Allen Family 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 Florida
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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 4,293,000
Reporting -------------------------------------------
Person With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,293,000
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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) 9.7%
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14) Type of Reporting Person (See Instructions) PN
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CUSIP No. 89267P 10 5 Page 3 of 16
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Andrew A. Allen
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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 4,680,960
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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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<PAGE>
CUSIP No. 89267P 10 5 Page 4 of 16
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 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
Information with respect to Andrew A. Allen:
Name: Andrew A. Allen
Residence Address: 4939 N.W. 23rd Court
Boca Raton, Florida 33431
Principal Occupation: Retired
Criminal Proceedings: None
<PAGE>
CUSIP No. 89267P 10 5 Page 5 of 16
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, (i) the 2,500,000 shares of
onlinetradinginc.com corp. common stock owned by Andrew A. Allen Family Limited
Partnership were converted into 4,293,000 shares of Common Stock and (ii) the
225,926 shares of onlinetradinginc.com corp. common stock owned by Andrew A.
Allen were converted into 387,960 shares of Common Stock.
In conjunction with the Merger, Andrew A. Allen Family Limited
Partnership and Andrew A. Allen 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. Andrew A. Allen Family Limited Partnership and Andrew A. Allen
will direct the trustee of the voting trust how to vote their respective shares,
except that with respect to the election of directors Andrew A. Allen Family
Limited Partnership and Andrew A. Allen, acting together and in conjunction with
Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership,
Derek J. Hernquist and Benedict S. Gambino, have 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.
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CUSIP No. 89267P 10 5 Page 6 of 16
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. Andrew A. Allen Family Limited
Partnership and Andrew A. Allen, acting in conjunction with Tafazzoli Family
Limited Partnership, zum Tobel Family Limited Partnership, Derek J. Hernquist
and Benedict S. Gambino, 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 Andrew A. Allen Family 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, Andrew A. Allen
Family Limited Partnership expressly declares that the filing of this Schedule
13D shall not be construed as an admission that Andrew A. Allen Family 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 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 4,293,000 shares as a result of the conversion of the
limited partnership's 2,500,000 shares of onlinetradinginc.com corp. common
stock into 4,293,000 shares of Common Stock. See Item 3 above.
Information with respect to Andrew A. Allen:
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page. Pursuant to Rule 13d-4, Andrew A. Allen
expressly declares that the filing of this Schedule 13D shall not be construed
as an admission that Andrew A. Allen 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 applicable cover page.
(c) Transactions during the last 60 days:
(i) On December 29, 2000, Andrew A. Allen Family Limited
Partnership acquired 4,293,000 shares as a result of the conversion of the
limited partnership's 2,500,000 shares of onlinetradinginc.com corp. common
stock into
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CUSIP No. 89267P 10 5 Page 7 of 16
4,293,000 shares of Common Stock. See Information with respect to Andrew A.
Allen Family Limited Partnership and Item 3 above.
(ii) On December 29, 2000, Andrew A. Allen acquired 387,960
shares as a result of the conversion of his 250,000 shares of
onlinetradinginc.com corp. common stock into 387,960 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:
(1) Tafazzoli Family Limited Partnership
Aggregate number of Common Stock beneficially owned: 4,680,960
Percentage of Common Stock beneficially owned: 10.6%
(2) zum Tobel Family Limited Partnership
Aggregate number of Common Stock beneficially owned: 763,199
Percentage of Common Stock beneficially owned: 1.7%
(3) Benedict S. Gambino
Aggregate number of Common Stock beneficially owned: 4,680,960
Percentage of Common Stock beneficially owned: 10.6%
(4) 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
<PAGE>
CUSIP No. 89267P 10 5 Page 8 of 16
Civil Proceedings: None
Citizenship: USA
(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
<PAGE>
CUSIP No. 89267P 10 5 Page 9 of 16
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 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
<PAGE>
CUSIP No. 89267P 10 5 Page 10 of 16
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 11 of 16
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 12 of 16
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
partner of the zum Tobel Family Limited
Partnership.
<PAGE>
CUSIP No. 89267P 10 5 Page 13 of 16
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) 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
(13) 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
<PAGE>
CUSIP No. 89267P 10 5 Page 14 of 16
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 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
<PAGE>
CUSIP No. 89267P 10 5 Page 15 of 16
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.
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 16 of 16
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/ Andrew A. Allen
---------------- ------------------------------------------
(Date) (Signature)
Andrew A. Allen, President of Allen
Holdings Corp., the general partner of
Andrew A. Allen Family Limited Partnership
------------------------------------------
(Name and Title)
January 10, 2001 /s/ Andrew A. Allen
---------------- ------------------------------------------
(Date) (Signature)
Andrew A. Allen, individually
------------------------------------------
(Name and Title)
