TradeStation Group, Inc./Farshid Tafazzoli

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyVYsDTuJ7wJGvSmWn5JBgcPmWGwuqeF68d6S9PgkJSM4oNAjOXR15CxIaaJMQlk N2b6JA0qOemMzjzh7MRmrg== 0000950144-02-005051.txt : 20020510 0000950144-02-005051.hdr.sgml : 20020510 ACCESSION NUMBER: 0000950144-02-005051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRADESTATION GROUP INC CENTRAL INDEX KEY: 0001111559 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650977576 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60095 FILM NUMBER: 02641076 BUSINESS ADDRESS: STREET 1: 8700 W FLAGLER ST STREET 2: STE 250 CITY: MIAMI STATE: FL ZIP: 33174 BUSINESS PHONE: 3054857000 MAIL ADDRESS: STREET 1: 8700 WEST FLAGLER STREET STREET 2: SUITE 250 CITY: MIAMI STATE: FL ZIP: 33174 FORMER COMPANY: FORMER CONFORMED NAME: ONLINETRADING COM GROUP INC DATE OF NAME CHANGE: 20000410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAFAZZOLI FARSHID CENTRAL INDEX KEY: 0001132272 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2700 N. MILITARY TRAIL STREET 2: SUITE 200 CITY: KILDEER STATE: IL ZIP: 33431 BUSINESS PHONE: 5619951010 MAIL ADDRESS: STREET 1: 22356 TIMBERLEA LN CITY: KILDEER STATE: IL ZIP: 60047 SC 13D/A 1 g76127sc13da.htm TRADESTATION GROUP, INC./FARSHID TAFAZZOLI TradeStation Group, Inc./Farshid Tafazzoli

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

TradeStation Group, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

89267P 10 5

(CUSIP Number)

Farshid Tafazzoli
798 N.W. 6th Drive
Boca Raton, Florida 33486
(561) 391-9805

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

April 30, 2002

(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 §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 §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).


CUSIP NO. 89267P 10 5		Page 2 of 19




(1)	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Tafazzoli Family Limited Partnership


(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o


(3)	SEC Use Only


(4)	Source of Funds (See Instructions) Not Applicable. See Item 3


(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)


(6)	Citizenship or Place of Organization Florida


	Number of	(7)	Sole Voting Power 859,733
	Shares
	Beneficially	(8)	Shared Voting Power -0-
	Owned by
	Each	(9)	Sole Dispositive Power 859,733
	Reporting
	Person With	(10)	Shared Dispositive Power - -0-



(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 859,733


(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


(13)	Percent of Class Represented by Amount in Row (11) 1.9%


(14)	Type of Reporting Person (See Instructions) PN


CUSIP NO. 89267P 10 5		Page 3 of 19




(1)	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Farshid Tafazzoli


(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o


(3)	SEC Use Only


(4)	Source of Funds (See Instructions) Not Applicable. See Item 3


(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)


(6)	Citizenship or Place of Organization USA


	Number of	(7)	Sole Voting Power 875,733
	Shares
	Beneficially	(8)	Shared Voting Power -0-
	Owned by
	Each	(9)	Sole Dispositive Power 875,733
	Reporting
	Person With	(10)	Shared Dispositive Power - -0-



(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 875,733


(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


(13)	Percent of Class Represented by Amount in Row (11) 2.0%


(14)	Type of Reporting Person (See Instructions) IN


CUSIP NO. 89267P 10 5		Page 4 of 19




(1)	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons zum Tobel Family Limited Partnership


(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o


(3)	SEC Use Only


(4)	Source of Funds (See Instructions) Not Applicable. See Item 3


(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)


(6)	Citizenship or Place of Organization Florida


	Number of	(7)	Sole Voting Power - -0-
	Shares
	Beneficially	(8)	Shared Voting Power -0-
	Owned by
	Each	(9)	Sole Dispositive Power - -0-
	Reporting
	Person With	(10)	Shared Dispositive Power - -0-



(11)	Aggregate Amount Beneficially Owned by Each Reporting Person - -0-


(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


(13)	Percent of Class Represented by Amount in Row (11) 0.0%


(14)	Type of Reporting Person (See Instructions) PN


CUSIP NO. 89267P 10 5		Page 5 of 19




(1)	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons E. Steven zum Tobel


(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o


(3)	SEC Use Only


(4)	Source of Funds (See Instructions) Not Applicable. See Item 3


(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)


(6)	Citizenship or Place of Organization USA


	Number of	(7)	Sole Voting Power - -0-
	Shares
	Beneficially	(8)	Shared Voting Power -0-
	Owned by
	Each	(9)	Sole Dispositive Power - -0-
	Reporting
	Person With	(10)	Shared Dispositive Power - -0-



(11)	Aggregate Amount Beneficially Owned by Each Reporting Person - -0-


(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


(13)	Percent of Class Represented by Amount in Row (11) 0.0%


(14)	Type of Reporting Person (See Instructions) IN


CUSIP NO. 89267P 10 5		Page 6 of 19




(1)	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Derek J. Hernquist


(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o


(3)	SEC Use Only


(4)	Source of Funds (See Instructions) Not Applicable. See Item 3


(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)


(6)	Citizenship or Place of Organization USA


	Number of	(7)	Sole Voting Power 232,918
	Shares
	Beneficially	(8)	Shared Voting Power -0-
	Owned by
	Each	(9)	Sole Dispositive Power 232,918
	Reporting
	Person With	(10)	Shared Dispositive Power - -0-



(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 232,918


(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


(13)	Percent of Class Represented by Amount in Row (11) 0.5%


(14)	Type of Reporting Person (See Instructions) IN


CUSIP No. 89267P 10 5	Page 7 of 19

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 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

Information with respect to Farshid Tafazzoli:


Name:		Farshid Tafazzoli

Residence Address:		798 N.W. 6th Drive
		Boca Raton, Florida 33486

Principal Occupation:		Registered securities trader

Criminal Proceedings:		None

Civil Proceedings:		None

Citizenship:		USA


CUSIP No. 89267P 10 5	Page 8 of 19

Information with respect to zum Tobel Family Limited Partnership:


Name:		zum Tobel Family Limited Partnership

Principal Business:		Investor

Address of Principal Business and Principal Office:		1560 S.W. 8th Avenue Boca Raton, Florida 33486

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

Information with respect to E. Steven zum Tobel:


Name:		E. Steven zum Tobel

Residence Address:		1560 S.W. 8th Avenue
		Boca Raton, Florida 33486

Principal Occupation:		President of STC Securities Corp. (a provider of securities brokerage services), 225 N.W. Mizner Boulevard, Boca Raton, Florida 33432.

Criminal Proceedings:		None

Civil Proceedings:		None

Citizenship:		USA

Information with respect to Derek J. Hernquist:


Name:		Derek J. Hernquist

Residence Address:		330 Ocean Boulevard, # 213
		Deerfield Beach, Florida 33441

Principal Occupation:		Investor

Criminal Proceedings:		None

Civil Proceedings:		None

Citizenship:		USA


CUSIP No. 89267P 10 5	Page 9 of 19

Item 3. Source and Amount of Funds or Other Consideration.

On December 29, 2000, the merger and combination of Omega Research, Inc. (now known as TradeStation Technologies, Inc.), a Florida corporation, and onlinetradinginc.com corp. (now known as TradeStation Securities, Inc.), 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 2,725,926 shares of onlinetradinginc.com corp. common stock owned by Tafazzoli Family Limited Partnership were converted into 4,680,960 shares of Common Stock, (ii) the 444, 444 shares of onlinetradinginc.com corp. common stock owned by zum Tobel Family Limited Partnership were converted into 763,199 shares of Common Stock and (iii) the 266,666 shares of onlinetradinginc.com corp. common stock owned by Derek J. Hernquist were converted into 457,918 shares of Common Stock. Since the effective date of the Merger through May 8, 2002, (a) Tafazzoli Family Limited Partnership has sold 3,805,227 shares of Common Stock and transferred by gift 16,000 shares of Common Stock to the daughter of Farshid Tafazzoli, (b) zum Tobel Family Limited Partnership has sold all of its shares of Common Stock and (c) Derek J. Hernquist has sold 200,000 shares of Common Stock and transferred by gift 75,000 shares of Common Stock to his private foundation, which has sold 25,000 of those shares of Common Stock. All sales of shares of Common Stock by Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist and his private foundation were made pursuant to Rule 145 of the Securities Act of 1933, as amended.

In conjunction with the Merger, Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist 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


CUSIP No. 89267P 10 5	Page 10 of 19

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 were required to be deposited into a voting trust. Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist had the right to direct the trustee of the voting trust how to vote their respective shares, except that with respect to the election of directors Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist, acting together and in conjunction with Andrew A. Allen, Andrew A. Allen Family Limited Partnership and Benedict S. Gambino, had the right to direct the voting trustee to vote all of the shares subject to the voting trust in connection with any election of directors of the Issuer at a meeting of the Issuer’s shareholders or by written consent of the Issuer’s shareholders in a manner such that three of the total of eight directors constituting the board of directors of the Issuer were designated by them. The other shareholders who were a party to the Voting Trust Agreement collectively had 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 were designated by those shareholders. On April 30, 2002, the Voting Trust Agreement was terminated pursuant to a Termination Agreement entered into by shareholders holding more than 67% of the shares of Common Stock then subject to the Voting Trust Agreement. A copy of such Termination Agreement is filed herewith as Exhibit 3.

On May 1, 2002, Tafazzoli Family Limited Partnership sold an aggregate amount of 3,000,000 shares of Common Stock to RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership for $4,200,000 pursuant to the terms of a Stock Purchase Agreement dated as of May 1, 2002 by and among Tafazzoli Family Limited Partnership, RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership. Each of RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership purchased 1,500,000 shares. RLCF-I 1997 Limited Partnership is a Texas limited partnership controlled by Ralph L. Cruz, Co-Chief Executive Officer of the Issuer, who after this sale beneficially owned 24.2% of the Common Stock of the Issuer. WRCF-I 1997 Limited Partnership is a Texas limited partnership controlled by William R. Cruz, Co-Chief Executive Officer of the Issuer, who after this sale and subsequent open market purchases through May 8, 2002 beneficially owned 24.5% of the Common Stock of the Issuer. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 4.

On May 3, 2002, zum Tobel Family Limited Partnership sold 133,942 shares of Common Stock to Charles F. Wright, a director of the Issuer, for $194,215.90 pursuant to the terms of a Stock Purchase Agreement dated as of May 3, 2002 by and between zum Tobel Family Limited Partnership and Charles F. Wright. A copy of such Stock Purchase Agreement is filed herewith as Exhibit 5. The information included in Item 6 hereinbelow is incorporated by reference in this Item 3.


CUSIP No. 89267P 10 5	Page 11 of 19

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. As a result of the termination of the Voting Trust Agreement, Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist no longer have the power, by acting in conjunction with Andrew A. Allen, Andrew A. Allen Family Limited Partnership and Benedict S. Gambino, to direct the vote of the shares that were 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. As a result, Tafazzoli Family Limited Partnership, zum Tobel Family Limited Partnership and Derek J. Hernquist are no longer members of a group within the meaning of Section 13(d)(3) of the Act. See Item 3 above.

On May 3, 2002, zum Tobel Family Limited Partnership sold 133,942 shares of Common Stock to Charles F. Wright for $194,215.90 pursuant to the terms of a Stock Purchase Agreement dated as of May 3, 2002 by and between zum Tobel Family Limited Partnership and Charles F. Wright.

Item 5. Interest in Securities of the Issuer.

Information with respect to Tafazzoli 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, Tafazzoli Family Limited Partnership expressly declares that the filing of this Schedule 13D shall not be construed as an admission that Tafazzoli 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 applicable cover page.

(b) Shared versus sole voting and dispositive power: See Items 7, 8, 9 and 10 of the applicable cover page.

(i) On February 4, 2002, the limited partnership sold 4,900 shares of Common Stock on the open market for $1.50 per share;


CUSIP No. 89267P 10 5	Page 12 of 19

(ii) On February 4, 2002, the limited partnership sold 1,600 shares of Common Stock on the open market for $1.51 per share;

(iii) On February 4, 2002, the limited partnership sold 5,000 shares of Common Stock on the open market for $1.52 per share;

(iv) On February 6, 2002, the limited partnership sold 14,449 shares of Common Stock on the open market for $1.50 per share;

(v) On February 7, 2002, the limited partnership sold 6,100 shares of Common Stock on the open market for $1.50 per share;

(vi) On February 8, 2002, the limited partnership sold 800 shares of Common Stock on the open market for $1.50 per share;

(vii) On February 11, 2002, the limited partnership sold 1,800 shares of Common Stock on the open market for $1.50 per share;

(viii) On February 12, 2002, the limited partnership sold 20,000 shares of Common Stock on the open market for $1.46 per share;

(ix) On February 13, 2002, the limited partnership sold 300 shares of Common Stock on the open market for $1.46 per share;

(x) On February 15, 2002, the limited partnership sold 100 shares of Common Stock on the open market for $1.46 per share;

(xi) On March 4, 2002, the limited partnership distributed 16,000 shares of Common Stock to Farshid Tafazzoli;

(xii) On March 6, 2002, the limited partnership sold 7,000 shares of Common Stock on the open market for $1.25 per share;

(xiii) On March 6, 2002, the limited partnership sold 8,922 shares of Common Stock on the open market for $1.28 per share;

(xiv) On March 6, 2002, the limited partnership sold 3,100 shares of Common Stock on the open market for $1.29 per share;

(xv) On March 6, 2002, the limited partnership sold 4,000 shares of Common Stock on the open market for $1.30 per share;

(xvi) On March 6, 2002, the limited partnership sold 5,800 shares of Common Stock on the open market for $1.31 per share;

(xvii) On March 6, 2002, the limited partnership sold 6,000 shares of Common Stock on the open market for $1.35 per share;


CUSIP No. 89267P 10 5	Page 13 of 19

(xviii) On March 6, 2002, the limited partnership sold 5,100 shares of Common Stock on the open market for $1.38 per share;

(xix) On April 15, 2002, the limited partnership sold 66,900 shares of Common Stock on the open market for $1.45 per share;

(xx) On April 16, 2002, the limited partnership sold 70,450 shares of Common Stock on the open market for $1.45 per share;

(xxi) On April 16, 2002, the limited partnership sold 450 shares of Common Stock on the open market for $1.46 per share;

(xxii) On April 16, 2002, the limited partnership sold 1,000 shares of Common Stock on the open market for $1.47 per share;

(xxiii) On April 17, 2002, the limited partnership sold 1,475 shares of Common Stock on the open market for $1.45 per share;

(xxiv) On April 17, 2002, the limited partnership sold 500 shares of Common Stock on the open market for $1.46 per share;

(xxv) On April 18, 2002, the limited partnership sold 9,856 shares of Common Stock on the open market for $1.45 per share;

(xxvi) On April 18, 2002, the limited partnership sold 95 shares of Common Stock on the open market for $1.46 per share;

(xxvii) On April 18, 2002, the limited partnership sold 2,700 shares of Common Stock on the open market for $1.47 per share;

(xxviii) On April 19, 2002, the limited partnership sold 3,295 shares of Common Stock on the open market for $1.45 per share;

(xxix) On April 30, 2002, the Voting Trust Agreement to which the limited partnership was a party was terminated; and

(xxx) On May 1, 2002, in Miami, Florida, the limited partnership sold 1,500,000 shares of Common Stock to RLCF-I 1997 Limited Partnership for $1.40 per share and 1,500,000 shares of Common Stock to WRCF-I 1997 Limited Partnership for $1.40 per share pursuant to the terms of a Stock Purchase Agreement dated as of May 1, 2002 by and among the limited partnership, RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership. A copy of such Stock Purchase Agreement is filed herewith as Exhibit 4.

(d) Not applicable.

(e) Tafazzoli Family Limited Partnership ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on May 1, 2002.


CUSIP No. 89267P 10 5	Page 14 of 19

Information with respect to Farshid Tafazzoli:

(a) Aggregate number and percentage of Common Stock owned: See Items 11 and 13 of the applicable cover page. Pursuant to Rule 13d-4, Farshid Tafazzoli expressly declares that the filing of this Schedule 13D shall not be construed as an admission that Farshid Tafazzoli 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 last 60 days through May 8, 2002: See information above regarding transactions during the last 60 days by Tafazzoli Family Limited Partnership. In addition, on March 4, 2002, Farshid Tafazzoli transferred 16,000 shares of Common Stock to Farshid Tafazzoli, as custodian for Sophie Bella Tafazzoli.

(d) Not applicable.

(e) Farshid Tafazzoli ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on May 1, 2002.

Information with respect to zum Tobel 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, zum Tobel Family Limited Partnership expressly declares that the filing of this Schedule 13D shall not be construed as an admission that zum Tobel 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 applicable cover page.

(b) Shared versus sole voting and dispositive powers: See Items 7, 8, 9 and 10 of the applicable cover page.

(i) On February 8, 2002, the limited partnership sold 800 shares of Common Stock on the open market for $1.50 per share;

(ii) On April 15, 2002, the limited partnership sold 66,900 shares of Common Stock on the open market for $1.45 per share;

(iii) On April 16, 2002, the limited partnership sold 70,450 shares of Common Stock on the open market for $1.45 per share;

(iv) On April 16, 2002, the limited partnership sold 450 shares of Common Stock on the open market for $1.46 per share;


CUSIP No. 89267P 10 5	Page 15 of 19

(v) On April 16, 2002, the limited partnership sold 1,000 shares of Common Stock on the open market for $1.47 per share;

(vi) On April 17, 2002, the limited partnership sold 1,475 shares of Common Stock on the open market for $1.45 per share;

(vii) On April 17, 2002, the limited partnership sold 500 shares of Common Stock on the open market for $1.46 per share;

(viii) On April 18, 2002, the limited partnership sold 9,856 shares of Common Stock on the open market for $1.45 per share;

(ix) On April 18, 2002, the limited partnership sold 95 shares of Common Stock on the open market for $1.46 per share;

(x) On April 18, 2002, the limited partnership sold 2,700 shares of Common Stock on the open market for $1.47 per share;

(xi) On April 19, 2002, the limited partnership sold 3,295 shares of Common Stock on the open market for $1.45 per share;

(xii) On April 30, 2002, the Voting Trust Agreement to which the limited partnership was a party was terminated; and

(xiii) On May 3, 2002, in Miami, Florida, the limited partnership sold 133,942 shares of Common Stock to Charles F. Wright for $1.45 per share pursuant to the terms of a Stock Purchase Agreement dated as of May 3, 2002 by and between the limited partnership and Charles F. Wright. A copy of such Stock Purchase Agreement is filed herewith as Exhibit 5.

(d) Not applicable.

(e) zum Tobel Family Limited Partnership ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on April 30, 2002.

Information with respect to E. Steven zum Tobel:

(a) Aggregate number and percentage of Common Stock owned: See Items 11 and 13 of the applicable cover page. Pursuant to Rule 13d-4, E. Steven zum Tobel expressly declares that the filing of this Schedule 13D shall not be construed as an admission that E. Steven zum Tobel 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.


CUSIP No. 89267P 10 5	Page 16 of 19

(c) Transactions during last 60 days through May 8, 2002: See information above regarding transactions during the last 60 days by zum Tobel Family Limited Partnership.

(d) Not applicable.

(e) E. Steven zum Tobel ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on April 30, 2002.

Information with respect to Derek J. Hernquist:

(a) Aggregate number and percentage of Common Stock owned: See Items 11 and 13 of the applicable cover page. Pursuant to Rule 13d-4, Derek J. Hernquist expressly declares that the filing of this Schedule 13D shall not be construed as an admission that Derek J. Hernquist 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.

(i) On April 30, 2002, the Voting Trust Agreement to which Derek J. Hernquist was a party was terminated;

(ii) On May 8, 2002, Derek J. Hernquist sold 10,000 shares of Common Stock on the open market for $1.35 per share;

(iii) On May 8, 2002, Derek J. Hernquist sold 15,000 shares of Common Stock on the open market for $1.40 per share;

(iv) On May 8, 2002, DJH Foundation, Derek J. Hernquist‘s private foundation, sold 9,000 shares of Common Stock on the open market for $1.35 per share;

(v) On May 8, 2002, DJH Foundation sold 6,000 shares of Common Stock on the open market for $1.40 per share;

(vi) On May 8, 2002, DJH Foundation sold 3,900 shares of Common Stock on the open market for $1.41 per share; and

(vii) On May 8, 2002, DJH Foundation sold 6,100 shares of Common Stock on the open market for $1.50 per share.

(d) Not applicable.

(e) Derek J. Hernquist ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on April 30, 2002.


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, which became 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. From and after the Effective Time, the former shareholders of Omega Research, Inc. (the “Omega Group”) had the right to direct the voting trustee to vote all of the shares subject to the voting trust in connection with any election of directors of the Issuer at a meeting of the Issuer’s shareholders or by written consent of the Issuer’s shareholders in a manner such that five of the total of eight directors constituting the board of directors of the Issuer, two of which were required to be independent directors, were designated by the Omega Group. The former shareholders of onlinetrading.com corp. (the “Online Group”) had 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 was required to be an independent director, were designated by the Online Group. With


CUSIP No. 89267P 10 5	Page 17 of 19

respect to all matters other than the election of directors as to which a vote (or written consent) of shareholders of the Issuer was made, the voting trustee voted the shares owned by each shareholder who was 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.

The Voting Trust Agreement provided that the voting trust would dissolve upon the earliest of several possible dates, one of which was the date when the Issuer’s shareholders who were parties to the Voting Trust Agreement holding 67% or more of the shares then subject to that agreement executed a written instrument declaring the dissolution of the voting trust. On April 30, 2002, parties to the Voting Trust Agreement holding more than 67% of the shares then subject to the Voting Trust Agreement entered into a Termination Agreement dissolving and terminating the voting trust. A copy of such Termination Agreement is filed herewith as Exhibit 3.

Tafazzoli Family Limited Partnership entered into a Stock Purchase Agreement with RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership effective as of May 1, 2002. Pursuant to the Stock Purchase Agreement, Tafazzoli Family Limited Partnership sold 1,500,000 shares of Common Stock to each of RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership for a purchase price of $1.40 per share. A copy of such Stock Purchase Agreement is filed herewith as Exhibit 4.

zum Tobel Family Limited Partnership entered into a Stock Purchase Agreement with Charles F. Wright effective as of May 3, 2002. Pursuant to the Stock Purchase Agreement, zum Tobel Family Limited Partnership sold 133,942 shares of Common Stock to Charles F. Wright for a purchase price of $1.45 per share. A copy of such Stock Purchase Agreement is filed herewith as Exhibit 5.

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.comcorp., 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).


CUSIP No. 89267P 10 5	Page 18 of 19

3. Termination Agreement dated as of April 30, 2002 by and among WRCF-I 1997 Limited Partnership, WRCF-II 1997 Limited Partnership, RLCF-I 1997 Limited Partnership, RLCF-II 1997 Limited Partnership and Tafazzoli Family Limited Partnership (filed herewith).

4. Stock Purchase Agreement dated as of May 1, 2002 by and among Tafazzoli Family Limited Partnership, RLCF-I 1997 Limited Partnership and WRCF-I 1997 Limited Partnership (filed herewith).

5. Stock Purchase Agreement dated as of May 3, 2002 by and between zum Tobel Family Limited Partnership and Charles F. Wright (filed herewith).


CUSIP No. 89267P 10 5	Page 19 of 19

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.


May 10, 2002				/s/ Farshid Tafazzoli
(Date)				(Signature)

				Farshid Tafazzoli, President of PMA Corp.,
				the general partner of Tafazzoli Family
				Limited Partnership

				(Name and Title)


May 10, 2002				/s/ Farshid Tafazzoli
(Date)				(Signature)


				Farshid Tafazzoli, individually

				(Name and Title)


May 10, 2002				/s/ Steven zum Tobel
(Date)				(Signature)


				E. Steven zum Tobel, President of zum Tobel Holdings, Inc., the general partner of zum Tobel Family Limited Partnership

				(Name and Title)


May 10, 2002				/s/ Steven zum Tobel
(Date)				(Signature)


				E. Steven zum Tobel, individually

				(Name and Title)


May 10, 2002				/s/ Derek J. Hernquist
(Date)				(Signature)


				Derek J. Hernquist, individually

				(Name and Title)

EX-3 3 g76127ex3.txt TERMINATION AGREEMENT EXHIBIT 3 TERMINATION AGREEMENT This Termination Agreement (this "Agreement") is executed by the undersigned shareholders who hold, on the date hereof, at least sixty-seven percent (67%) of the shares of Common Stock, $.01 par value, of TradeStation Group, Inc. that are subject to the terms of the Voting Trust Agreement, dated as of January 19, 2000, by and among the WRCF-I 1997 Limited Partnership, a Texas limited partnership, WRCF-II 1997 Limited Partnership, a Texas limited partnership, RLCF-I 1997 Limited Partnership, a Texas limited partnership, RLCF-II 1997 Limited Partnership, a Texas limited partnership, Andrew A. Allen, Andrew A. Allen Family Limited Partnership, a Florida limited partnership, Tafazzoli Family Limited Partnership, a Florida limited partnership, Zum Tobel Family Limited Partnership, a Florida limited partnership, Derek J. Hernquist, Benedict S. Gambino and Marc J. Stone, as voting trustee (the "Voting Trust Agreement"). The parties hereto hereby agree and declare, pursuant to Section 15(c) of the Voting Trust Agreement, that the voting trust created under the Voting Trust Agreement is dissolved effective on April 30, 2002 and the parties hereto are concurrently with the execution of this Termination Agreement delivering a fully executed original hereof to Marc J. Stone, Voting Trustee. RLCF-I 1997 Limited Partnership WRCF-I 1997 Limited Partnership By: RLCF-I GP, Inc., the general partner By: WRCF-I GP, Inc., the general partner By: /s/ Ralph L. Cruz By: /s/ William R. Cruz --------------------------------- ------------------------------ Ralph L. Cruz, President William R. Cruz, President RLCF-II 1997 Limited Partnership WRCF-II 1997 Limited Partnership By: RLCF-II GP, LLC, the general partner By: WRCF-II GP, LLC, the general partner By: RLCF-II Manager, Inc., By: WRCF-II Manager, Inc., the managing member the managing member By: /s/ Ralph L. Cruz By: /s/ William R. Cruz ----------------------------- ------------------------------ Ralph L. Cruz, President William R. Cruz, President Tafazzoli Family Limited Partnership By: PMA Corp., the general partner By: /s/ Farshid Tafazzoli --------------------------------- Farshid Tafazzoli, President EX-4 4 g76127ex4.txt STOCK PURCHASE AGREEMENT/TAFAZZOLI FAMILY EXHIBIT 4 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated and effective as of the Effective Date (as hereinafter defined), is entered into by and between Tafazzoli Family Limited Partnership, a Florida limited partnership (the "Seller"), and WRCF-I 1997 Limited Partnership, a Texas limited partnership, and RLCF-I 1997 Limited Partnership, a Texas limited partnership (each, a "Purchaser" and, collectively, the "Purchasers"). WITNESSETH: WHEREAS, prior to executing and delivering this Agreement, the Seller and the Purchasers have executed and delivered a Termination Agreement (the "Termination Agreement") pursuant to Section 15(c) of that certain Voting Trust Agreement, dated as of January 19, 2000, by and among the Purchasers, WRCF-II 1997 Limited Partnership, a Texas limited partnership, RLCF-II 1997 Limited Partnership, a Texas limited partnership, Andrew A. Allen, Andrew A. Allen Family Limited Partnership, a Florida limited partnership, Tafazzoli Family Limited Partnership, a Florida limited partnership, zum Tobel Family Limited Partnership, a Florida limited partnership, Derek J. Hernquist, Benedict S. Gambino and Marc J. Stone, as voting trustee (the "Voting Trust Agreement"); and WHEREAS, the Purchasers desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the number of shares of common stock (the "Common Stock") of TradeStation Group, Inc., a Florida corporation (the "Company"), par value $.01 per share, listed under the Seller's name on Schedule A attached hereto (such shares, collectively, the "Shares") effective as of the first business day after the effective date of the Termination Agreement (May 1, 2002, the "Effective Date"). NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Sale and Purchase of the Shares. On and effective as of the Effective Date, the Seller hereby sells to each Purchaser, and each Purchaser hereby purchases from the Seller, fifty percent (50%) of the Shares to be sold by the Seller as set forth on Schedule A attached hereto. The closing of the purchase and sale of the Shares shall occur on the Effective Date. 2. Payment for the Shares. Concurrent with the execution and delivery of this Agreement, each Purchaser is hereby delivering to Bilzin Sumberg Dunn Baena Price & Axelrod LLP, as escrow agent (the "Escrow Agent"), by wire transfer to a trust account designated by Escrow Agent, an amount equal to fifty percent (50%) of the aggregate purchase prices for all of the Shares being purchased and sold, as listed on Schedule A attached hereto, as payment in full of the purchase price for all of the Shares. Escrow Agent shall release the funds deposited in escrow on the Effective Date in accordance with the terms of the Escrow Agreement dated as of the effective date of the Termination Agreement among Escrow Agent, the Purchasers and the Seller and Marc J. Stone, as Voting Trustee (the "Escrow Agreement"). 3. Deliveries by Purchaser, Seller and Voting Trustee. Each Purchaser and the Seller is hereby delivering to the Escrow Agent four (4) manually signed counterparts of this Agreement. Concurrently with the execution and delivery of this Agreement, the Seller is hereby delivering to the Escrow Agent (a) if not already in the possession of Escrow Agent, a voting trust certificate (or certificates) representing a beneficial interest in at least such number of shares of Common Stock as equal the Shares to be sold by the Seller, (b) a duly executed stock power from Marc J. Stone, as Voting Trustee (a "Voting Trustee Stock Power"), in favor of the Seller transferring those shares of Common Stock that are beneficially owned by the Seller and are represented by stock certificates registered in the name of Marc J. Stone, as Voting Trustee (the "Stock Certificates") and (c) a duly executed stock power with signature guaranteed from the Seller (a "Seller Stock Power") in favor of each of the Purchasers transferring the Shares to be sold by the Seller to each Purchaser. Concurrently with the execution and delivery of this Agreement, Marc J. Stone, as Voting Trustee, is hereby delivering the Stock Certificates and any voting trust certificates not already in the possession of the Escrow Agent to the Escrow Agent. On the Effective Date, Escrow Agent shall cancel the voting trust certificates deposited in escrow or already in its possession and shall deliver all of the Voting Trustee Stock Powers, Seller Stock Powers and Stock Certificates to the Company's transfer agent in accordance with the terms of the Escrow Agreement. 4. Standstill. The Seller represents and agrees that, for a period of two (2) years following the Effective Date, neither it nor any of its Affiliates (as hereinafter defined) will, directly or indirectly, offer, sell, assign, transfer, encumber, contract to sell, grant any option or warrant to purchase, solicit or arrange for the solicitation of orders to buy or otherwise directly or indirectly dispose of any securities of the Company (including, without limitation, Common Stock, options or warrants to purchase Common Stock or any other derivative securities) in any manner whatsoever or (ii) enter into any agreement, arrangement or understanding (or any discussions which might lead to such agreement, arrangement or understanding) with any person or entity (other than a Purchaser) regarding any transaction described in clause (i). "Affiliate" means (A) any person or entity controlled by, controlling or under common control with the Seller, (B) any director, stockholder, partner, principal or direct or indirect beneficial owner of the Seller or any person or entity described in clause (A) or (C) any immediate family member (including, without limitation, the spouse, children, parents, siblings, parents in-law and siblings in-law) of any person described in clause (A) or clause (B). 5. Representations and Warranties by Seller. The Seller represents and warrants the following to each Purchaser in order to induce the Purchasers to purchase the Shares: (a) Seller has the power and authority to execute and deliver this Agreement and to consummate the transactions to be consummated by Seller. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement have been duly authorized by Seller, and no organizational or other action on the part of Seller or any other person or entity is necessary to authorize the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been properly and validly executed and delivered by Seller and is a valid, binding and enforceable agreement of and against Seller. 2 (b) Seller has full right, power and authority to transfer the Shares to be sold by Seller to the Purchasers as contemplated herein, free and clear of all liens, security interests, charges, claims, pledges, encumbrances and restrictions and rights and interests of any other party whatsoever and of any nature (other than restrictions imposed by federal or state securities laws). (c) The execution and delivery of this Agreement and the performance and compliance with its terms by Seller will not (i) conflict with, or result in the breach of, or trigger or accelerate any right or obligation (including prepayment penalties), or constitute a default or an event of default or an occurrence, circumstance, act or failure to act that, with the passage of time, the giving of notice, or both, would become a default, or give rise to any right of contingent payment, termination, cancellation, acceleration or non-renewal, or (ii) result in the creation of any liens, charges, rights, claims, interests, options or other encumbrances, restrictions or limitations of any kind upon the Shares to be sold by Seller, whether tangible or intangible, under (A) the Seller's organizational or constituent instruments, if any (including, without limitation, articles of incorporation, articles of organization, certificate of limited partnership, bylaws, resolutions of the board of directors or shareholders, partnership agreement, operating agreement or shareholders agreement), (B) any contract, understanding, covenant, commitment, understanding, arrangement, or other agreement or instrument of any kind whether oral or written, (C) any law, rule, regulation, policy, ruling or other interpretation, guideline, circular, judgment, order, decree or other directive or advice of any kind of any governmental or quasi-governmental authority, agency or instrumentality or (D) any restriction, condition, covenant or commitment relating to or concerning the Shares to be sold by Seller. (d) There is no lawsuit, action, complaint, claim, demand, notice, hearing, arbitration, investigation, inquiry or any other proceeding, at law or in equity or before any administrative or enforcement agency or body (a "Lawsuit") pending or threatened, affecting, directly or indirectly, the Shares to be sold by Seller and Seller does not know of any valid basis for any such Lawsuit. There is no judgment, order, writ, injunction, decree or other similar command or directive of any court or federal, state, local or foreign governmental or quasi-governmental authority, agency or instrumentality that restricts Seller from consummating the transactions contemplated by this Agreement. (e) Seller has sufficient knowledge and experience with the Company including, without limitation, as a co-founder (or as an entity controlled by a co-founder) of TradeStation Securities, Inc., a Florida corporation that is currently the primary operating subsidiary of the Company, and as a former executive officer and/or director and current significant stockholder of the Company (or as an entity controlled by a former executive officer and/or director and current significant stockholder of the Company), so as to be able to evaluate the risks and merits of consummating the transactions contemplated by this Agreement. (f) Seller (and/or Seller's officers, directors, executives, partners and/or principals who are acting on Seller's behalf) is fully familiar with all facts and circumstances attendant to Seller's decision to sell the Shares to be sold by Seller, has reviewed all of the Company's filings with the Securities Exchange Commission and its recent press releases, has had an opportunity to ask questions of, and receive answers from, representatives of the Company and has available to him or it such information related to the Company and its 3 business, prospects, affairs and plans as Seller deems necessary and sufficient to make Seller's decision to sell his or its Shares, and all investigations, due diligence, and questions have been completed or answered to Seller's satisfaction. (g) Seller has (and Seller's officers, directors, executives and/or principals and Seller's representatives, if any, who are acting on Seller's behalf have) such knowledge and experience in financial and business matters so as to be capable of evaluating, alone or together, the merits and risks of selling his or its Shares. (h) Seller has reviewed, among other things, the Company's Annual Report of Form 10-K (and its audited financial statements included therein) for the fiscal year ended December 31, 2001 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002 and Seller has also reviewed the business outlook for the Company for the fiscal year beginning January 1, 2002 as set forth in the Company's Current Report on Form 8-K filed on January 17, 2002. However, Seller specifically understands and agrees that the business outlook represents only a prediction of future events and is based largely on current expectations and beliefs concerning future events, occurrences and circumstances that are subject to substantial risks, uncertainties and change; accordingly, no assurance can be given that the operating results forecasted will prove to be accurate and, in fact, the actual operating results of the Company may prove to be materially different than those forecasted. (i) Seller has been represented by such business, legal and tax counsel and advisors and others, each of whom has been personally selected by Seller, as Seller has found necessary to consult concerning the consummation of the transactions contemplated by this Agreement, and such representation has included an examination of all tax, financial and legal aspects of the transactions contemplated by this Agreement. 6. Acknowledgements by Purchasers. Each Purchaser acknowledges and agrees that it may not sell, transfer, or otherwise dispose of the Shares unless (a) such sale, transfer, or other disposition has been registered under the Securities Act of 1933, as amended (the "Securities Act"), (b) such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rules 144 and 145 or (c) in the opinion of counsel reasonably acceptable to the Company, such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. Each Purchaser also acknowledges that, with respect to the certificates representing the Shares purchased by such Purchaser, each stock certificate representing the Shares shall bear such legend(s) as the Company might reasonably require from time to time with respect to the securities laws restrictions on resale. 7. Confidentiality. The Seller agrees that it will not issue any press release or make any other public disclosure of this Agreement or the contents hereof or of the transactions contemplated herein without the prior approval of the Purchasers, which may be withheld in the sole discretion of the Purchasers, unless such disclosure is required by law. The Purchasers each acknowledge that the Seller may be required to make disclosure regarding certain terms of this Agreement under federal or state securities laws. To the extent any such disclosure is required to be made, the Seller will be permitted to make such disclosure (including, without limitation, any Schedule 13D or amendment thereof), but, before taking this step (the making or filing of such disclosure) the Seller shall (a) consult with the Purchasers and their counsel and (b) provide the Purchasers and their counsel, for comment, drafts of the 4 proposed disclosures, and shall include any additions or changes to such proposed disclosures requested by the Purchasers or their counsel. 8. Survival of Severance Agreement. Seller (for itself and its Affiliates) acknowledges and agrees that the terms of the Severance Agreement dated as of July 20, 2001, between the Company and Seller and the General Release of all Claims dated as of July 20, 2001 executed by Seller in favor of the Company shall remain in full force and effect, including, without limitation, the agreement of Seller's Affiliate that he shall not at any time directly or indirectly through Affiliates or other persons or entities, or in concert with any other persons or entities, acquire any shares of Common Stock or any other security of the Company or its successors or assigns or participate or assist in the participation of any attempt or act designed to acquire direct or indirect control of the Company or its successors or assigns. 9. Miscellaneous. (a) Amendment. This Agreement may be amended only by an instrument in writing signed by all of the parties hereto. (b) Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Shares. (c) Entire Understanding. This Agreement constitutes the entire understanding among the parties relative to the purchase and sale of the Shares and supersedes all prior written or oral understandings, agreements, conditions and representations, if any, relating to the purchase and sale of the Shares. (d) Governing Law. This Agreement shall be deemed a contract made under the laws of the State of Florida and together with the rights and obligations of the parties hereunder shall be construed under and governed by the laws of such State without regard to the conflict of law provisions thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court located within Miami-Dade County in the State of Florida in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such persons and waives, and covenants not to assert or plead, any objection which they might otherwise have to such jurisdiction, such venue and such process. (e) Third-Party Beneficiary. The Company is hereby expressly declared to be an intended third-party beneficiary of all of Seller's representations, warranties, covenants and agreements made pursuant to, under, or in connection with, this Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by telefax of a facsimile signature page shall be binding upon that party so confirming. [SIGNATURES ON FOLLOWING PAGE] 5 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date set forth above. SELLER: TAFAZZOLI FAMILY LIMITED PARTNERSHIP By: PMA Corp., the general partner By: /s/ Farshid Tafazzoli ---------------------------------- Farshid Tafazzoli President PURCHASERS: WRCF-I 1997 Limited Partnership By: WRCF-I GP, Inc., the general partner By: /s/ William R. Cruz ---------------------------------- William R. Cruz President RLCF-I 1997 Limited Partnership By: RLCF-I GP, Inc., the general partner By: /s/ Ralph L. Cruz ---------------------------------- Ralph L. Cruz President The undersigned acknowledges and agrees to be bound by and comply in all respects with Section 3 of this Agreement. /s/ Marc J. Stone ----------------------------------------- Marc J. Stone, as Voting Trustee and not individually The undersigned hereby unconditionally and primarily guarantees the truthfulness and accuracy of all of the representations and warranties of Seller and the timely and full performance of all of the agreements and obligations of Seller hereunder. /s/ Farshid Tafazzoli ----------------------------------------- Farshid Tafazzoli, individually 6 SCHEDULE A IDENTITY OF SELLER AND NUMBER AND PURCHASE PRICE OF SHARES TO BE SOLD Seller: Tafazzoli Family Limited Partnership, a Florida limited partnership Number of Shares to be sold: 3,000,000 Purchase Price: $4,200,000 ($1.40 per Share) EX-5 5 g76127ex5.txt STOCK PURCHASE AGREEMENT/TOBEL FAMILY EXHIBIT 5 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of May 3, 2002, is entered into by and between zum Tobel Family Limited Partnership, a Florida limited partnership (the "Seller") and Charles F. Wright (the "Purchaser"). WITNESSETH: WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, the number of shares of common stock (the "Common Stock") of TradeStation Group, Inc., a Florida corporation (the "Company"), par value $.01 per share, listed under the Seller's name on Schedule A attached hereto (such shares, collectively, the "Shares"). NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Sale and Purchase of the Shares. The Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from the Seller, the Shares to be sold by the Seller as set forth on Schedule A attached hereto. The closing of the purchase and sale of the Shares shall occur on the date of this Agreement. 2. Payment for the Shares. Concurrent with the execution and delivery of this Agreement, the Purchaser is hereby delivering to Bilzin Sumberg Dunn Baena Price & Axelrod LLP, as escrow agent (the "Escrow Agent"), by wire transfer to a trust account designated by Escrow Agent, an amount equal to the purchase price for all of the Shares being purchased and sold, as listed on Schedule A attached hereto, as payment in full of the purchase price for all of the Shares. Escrow Agent shall release the funds to the Seller in accordance with the wire instructions set forth on Schedule A upon Escrow Agent's receipt of all the documents listed in Section 3. In the event that Escrow Agent does not receive all of the documents listed in Section 3 by Friday, May 10, 2002, Escrow Agent shall return the funds to the Purchaser and the escrow and this Agreement shall be terminated and of no further force or effect. 3. Deliveries by Purchaser, Seller and Voting Trustee. The Purchaser and the Seller are hereby delivering to the Escrow Agent at least one executed counterpart of this Agreement. Concurrently with the execution and delivery of this Agreement, the Seller is hereby delivering to the Escrow Agent (a) if not already in the possession of Escrow Agent, a voting trust certificate (or certificates) representing a beneficial interest in at least such number of shares of Common Stock as equal the Shares to be sold by the Seller, (b) a duly executed stock power from Marc J. Stone, as Voting Trustee (a "Voting Trustee Stock Power"), in favor of the Seller transferring those shares of Common Stock that are beneficially owned by the Seller and are represented by stock certificates registered in the name of Marc J. Stone, as Voting Trustee (the "Stock Certificates") and (c) a duly executed stock power with signature guaranteed from the Seller (a "Seller Stock Power") in favor of the Purchaser transferring the Shares to be sold by the Seller to the Purchaser. Concurrently with the execution and delivery of this Agreement, Marc J. Stone, as Voting Trustee, is hereby delivering the Stock Certificates and any voting trust certificate(s) not already in the possession of the Escrow Agent to the Escrow Agent. Escrow Agent shall cancel the voting trust certificate(s) deposited in escrow or already in its possession and shall deliver the Voting Trustee Stock Power, the Seller Stock Power and the Stock Certificates to the Company's transfer agent. 4. Representations and Warranties by Seller. The Seller represents and warrants the following to the Purchaser in order to induce the Purchaser to purchase the Shares: (a) Seller has the power and authority to execute and deliver this Agreement and to consummate the transactions to be consummated by Seller. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated by this Agreement have been duly authorized by Seller, and no organizational or other action on the part of Seller or any other person or entity is necessary to authorize the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been properly and validly executed and delivered by Seller and is a valid, binding and enforceable agreement of and against Seller. (b) Seller has full right, power and authority to transfer the Shares to be sold by Seller to the Purchaser as contemplated herein, free and clear of all liens, security interests, charges, claims, pledges, encumbrances and restrictions and rights and interests of any other party whatsoever and of any nature (other than restrictions imposed by federal or state securities laws). (c) The execution and delivery of this Agreement and the performance and compliance with its terms by Seller will not (i) conflict with, or result in the breach of, or trigger or accelerate any right or obligation (including prepayment penalties), or constitute a default or an event of default or an occurrence, circumstance, act or failure to act that, with the passage of time, the giving of notice, or both, would become a default, or give rise to any right of contingent payment, termination, cancellation, acceleration or non-renewal, or (ii) result in the creation of any liens, charges, rights, claims, interests, options or other encumbrances, restrictions or limitations of any kind upon the Shares to be sold by Seller, whether tangible or intangible, under (A) the Seller's organizational or constituent instruments, if any (including, without limitation, articles of incorporation, articles of organization, certificate of limited partnership, bylaws, resolutions of the board of directors or shareholders, partnership agreement, operating agreement or shareholders agreement), (B) any contract, understanding, covenant, commitment, understanding, arrangement, or other agreement or instrument of any kind whether oral or written, (C) any law, rule, regulation, policy, ruling or other interpretation, guideline, circular, judgment, order, decree or other directive or advice of any kind of any governmental or quasi-governmental authority, agency or instrumentality or (D) any restriction, condition, covenant or commitment relating to or concerning the Shares to be sold by Seller. (d) There is no lawsuit, action, complaint, claim, demand, notice, hearing, arbitration, investigation, inquiry or any other proceeding, at law or in equity or before any administrative or enforcement agency or body (a "Lawsuit") pending or threatened, affecting, directly or indirectly, the Shares to be sold by Seller and Seller does not know of any valid basis for any such Lawsuit. There is no judgment, order, writ, injunction, decree or other similar command or directive of any court or federal, state, local or foreign governmental or 2 quasi-governmental authority, agency or instrumentality that restricts Seller from consummating the transactions contemplated by this Agreement. (e) Seller has sufficient knowledge and experience with the Company including, without limitation, as an entity controlled by a former officer and director of TradeStation Securities, Inc., a Florida corporation that is currently the primary operating subsidiary of the Company, and as an entity controlled by a former executive officer and/or director of the Company, so as to be able to evaluate the risks and merits of consummating the transactions contemplated by this Agreement. (f) Seller (and/or Seller's officers, directors, executives, partners and/or principals who are acting on Seller's behalf) is fully familiar with all facts and circumstances attendant to Seller's decision to sell the Shares to be sold by Seller, has reviewed all of the Company's filings with the Securities Exchange Commission and its recent press releases, has had an opportunity to ask questions of, and receive answers from, representatives of the Company and has available to him or it such information related to the Company and its business, prospects, affairs and plans as Seller deems necessary and sufficient to make Seller's decision to sell his or its Shares, and all investigations, due diligence, and questions have been completed or answered to Seller's satisfaction. (g) Seller has (and Seller's officers, directors, executives and/or principals and Seller's representatives, if any, who are acting on Seller's behalf have) such knowledge and experience in financial and business matters so as to be capable of evaluating, alone or together, the merits and risks of selling his or its Shares. (h) Seller has reviewed, among other things, the Company's Annual Report of Form 10-K (and its audited financial statements included therein) for the fiscal year ended December 31, 2001 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002 and Seller has also reviewed the business outlook for the Company for the fiscal year beginning January 1, 2002 as set forth in the Company's Current Report on Form 8-K filed on January 17, 2002. However, Seller specifically understands and agrees that the business outlook represents only a prediction of future events and is based largely on current expectations and beliefs concerning future events, occurrences and circumstances that are subject to substantial risks, uncertainties and change; accordingly, no assurance can be given that the operating results forecasted will prove to be accurate and, in fact, the actual operating results of the Company may prove to be materially different than those forecasted. (i) Seller has been represented by such business, legal and tax counsel and advisors and others, each of whom has been personally selected by Seller, as Seller has found necessary to consult concerning the consummation of the transactions contemplated by this Agreement, and such representation has included an examination of all tax, financial and legal aspects of the transactions contemplated by this Agreement. 5. Acknowledgements by Purchaser. The Purchaser acknowledges and agrees that it may not sell, transfer, or otherwise dispose of the Shares unless (a) such sale, transfer, or other disposition has been registered under the Securities Act of 1933, as amended (the "Securities Act"), (b) to the extent applicable, such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rule 144 or (c) in the opinion of 3 counsel reasonably acceptable to the Company, such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. The Purchaser also acknowledges that, with respect to the certificates representing the Shares purchased by the Purchaser, each stock certificate representing the Shares shall bear such legend(s) as the Company might reasonably require from time to time with respect to the securities laws restrictions on resale. 6. Confidentiality. The Seller agrees that it will not issue any press release or make any other public disclosure of this Agreement or the contents hereof or of the transactions contemplated herein without the prior approval of the Purchaser, which may be withheld in the sole discretion of the Purchaser, unless such disclosure is required by law. The Purchaser acknowledges that the Seller may be required to make disclosure regarding certain terms of this Agreement under federal or state securities laws. To the extent any such disclosure is required to be made, the Seller will be permitted to make such disclosure (including, without limitation, any Schedule 13D or amendment thereof), but, before taking this step (the making or filing of such disclosure) the Seller shall (a) consult with the Purchaser and its counsel and (b) provide the Purchaser and its counsel, for comment, drafts of the proposed disclosures, and shall include any additions or changes to such proposed disclosures requested by the Purchaser or its counsel. 7. Survival of Severance Agreement. Seller (for itself and its Affiliates) acknowledges and agrees that the terms of the Severance Agreement dated as of July 20, 2001, between the Company and Seller and the General Release of all Claims dated as of July 20, 2001 executed by Seller in favor of the Company shall remain in full force and effect, including, without limitation, the agreement of Seller's Affiliate that he shall not at any time directly or indirectly through Affiliates or other persons or entities, or in concert with any other persons or entities, acquire any shares of Common Stock or any other security of the Company or its successors or assigns or participate or assist in the participation of any attempt or act designed to acquire direct or indirect control of the Company or its successors or assigns. 8. Miscellaneous. (a) Amendment. This Agreement may be amended only by an instrument in writing signed by all of the parties hereto. (b) Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Shares. (c) Entire Understanding. This Agreement constitutes the entire understanding among the parties relative to the purchase and sale of the Shares and supersedes all prior written or oral understandings, agreements, conditions and representations, if any, relating to the purchase and sale of the Shares. (d) Governing Law. This Agreement shall be deemed a contract made under the laws of the State of Florida and together with the rights and obligations of the parties hereunder shall be construed under and governed by the laws of such State without regard to the conflict of law provisions thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court located within Miami-Dade 4 County in the State of Florida in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such persons and waives, and covenants not to assert or plead, any objection which they might otherwise have to such jurisdiction, such venue and such process. (e) Third-Party Beneficiary. The Company is hereby expressly declared to be an intended third-party beneficiary of all of Seller's representations, warranties, covenants and agreements made pursuant to, under, or in connection with, this Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts or counterpart signature pages, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by telefax of a facsimile signature page shall be binding upon that party so confirming. [SIGNATURES ON FOLLOWING PAGE] 5 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date set forth above. SELLER: ZUM TOBEL FAMILY LIMITED PARTNERSHIP By: zum Tobel Holdings, Inc., the general partner By: /s/ E. Steven zum Tobel ---------------------------------- E. Steven zum Tobel President PURCHASER: By: /s/ Charles F. Wright -------------------------------------- CHARLES F. WRIGHT The undersigned hereby unconditionally and primarily guarantees the truthfulness and accuracy of all of the representations and warranties of Seller and the timely and full performance of all of the agreements and obligations of Seller hereunder. /s/ E. Steven zum Tobel ----------------------------------------- E. Steven zum Tobel, individually 6 SCHEDULE A IDENTITY OF SELLER AND NUMBER AND PURCHASE PRICE OF SHARES TO BE SOLD AND WIRE TRANSFER INSTRUCTIONS Seller: zum Tobel Family Limited Partnership, a Florida limited partnership Number of Shares to be sold: 133,942 Purchase Price: $194,215.90 ($1.45 per Share) Wire Transfer Instructions: Citibank ABA #: 021000089 NEW YORK, NY A/C Bear Stearns Securities Corp. A/C # 09253186 F/B/O Account #: 073-00001 F/B/O Account Title: ZUMTOBEL FAMILY LIMITED PARTNERSHIP A/C OF CORR B/D STC SECURITIES CORP -----END PRIVACY-ENHANCED MESSAGE-----