UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information To Be Included in Statements Filed
Pursuant to Rules 13d-1(b), (c), and (d) and
Amendments Thereto Filed Pursuant to 13d-2(b)
(Amendment No. 1)(1)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
/_/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/X/ Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 13 Pages
Page 2 of 13 Pages
SCHEDULE 13G
CUSIP No. 296643 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cantor Fitzgerald Securities
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares of Class A Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 29,502,789 shares of Class A Common Stock
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0 shares of Class A Common Stock
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
29,502,789 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,502,789 shares of Class A Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 13 Pages
SCHEDULE 13G
CUSIP No. 296643 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cantor Fitzgerald, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares of Class A Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 38,137,688 shares of Class A Common Stock
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0 shares of Class A Common Stock
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
38,137,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,137,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
73.5%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 13 Pages
SCHEDULE 13G
CUSIP No. 296643 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CF Group Management, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares of Class A Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 38,137,688 shares of Class A Common Stock
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0 shares of Class A Common Stock
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
38,137,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,137,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
73.5%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 13 Pages
CUSIP No. 296643 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Howard W. Lutnick
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 400,000 shares of Class A Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 38,637,688 shares of Class A Common Stock
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 400,000 shares of Class A Common Stock
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
38,637,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,037,688 shares of Class A Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
74.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 6 of 13 Pages
eSpeed, Inc.
One World Trade Center, 103rd Floor New York, New York 10048
The information required by this Item is set forth in Appendix 1 attached hereto.
This statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 and incorporated herein by reference) by (i)
Cantor Fitzgerald Securities ("CFS"), (ii) Cantor Fitzgerald, L.P.
("CFLP"), the managing partner of CFS, (iii) CF Group Management, Inc.
("CFGM"), the managing general partner of CFLP, and (iv) Howard W.
Lutnick, the sole shareholder of CFGM (sometimes collectively referred
to as the "Reporting Persons").
The information required by this Item is set forth in Appendix 1 attached hereto.
The information required by this Item is set forth in Appendix 1 attached hereto.
Class A Common Stock, par value $.01 per share.
296643 10 9
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Exchange Act
Page 7 of 13 Pages
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act
(c) / / Insurance company as defined in Section 3(a)(19) of
the Exchange Act
(d) / / Investment company registered under Section 8 of the
Investment Company Act
(e) / / An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in
accordance with Rule 13d- 1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in
accordance with Rule 13d- 1(b)(1)(ii)(G)
(h) / / A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Inapplicable.
The following information is provided as of December 31, 2000:
CFS owns of record an aggregate of 29,502,789 shares of Class A and Class B Common Stock of the Issuer ("Common Stock"). Since CFLP is the managing partner of CFS, CFGM is the managing general partner of CFLP and Howard W. Lutnick is the sole shareholder of CFGM, CFS shares voting and dispositive power over these shares with CFLP, CFGM and Mr. Lutnick.
CFLP owns of record 8,634,899 shares of Common Stock. CFLP shares voting and dispositive power over these shares with CFGM, its managing general partner, and with Mr. Lutnick, the sole shareholder of CFGM. In addition, CFLP has effected a deferred stock transfer of 5,773,311 shares of Common Stock owned of record by it to certain current and former partners of CFLP who are entitled to receive the shares in distributions after December 31, 2000, subject to forfeiture under certain circumstances, with the first distribution of 2,704,783 shares scheduled as of December 31, 2000 to occur no later than February 7, 2001. As a result of such first scheduled distribution, CFLP has shared voting and dispositive power with such current and former partners of CFLP over the 2,704,783 shares to be distributed to such partners not later than February 7, 2001. CFLP also shares voting and dispositive power over the 29,502,789 shares of Common Stock owned of record by CFS by virtue of being the managing partner of CFS.
CFGM has shared voting and dispositive power with respect to an aggregate of 38,137,688 shares of Common Stock owned of record by CFLP and CFS by virtue of being the managing general partner of CFLP.
Howard W. Lutnick has sole voting and dispositive power with respect to presently exercisable options to purchase 400,000 shares of Common Stock and shared voting and shared dispositive power with respect to presently exercisable options to purchase 500,000 shares of Common Stock which are held for the benefit of Mr. Lutnick in a Grantor Retained Annuity Trust, pursuant to which Mr. Lutnick and one other person are co-trustees who must act together. Mr. Lutnick also has shared voting
Page 8 of 13 Pages
and dispositive power with respect to 38,137,688 shares of Common Stock owned of record by CFLP and CFS by virtue of being the sole shareholder of CFGM.
Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.
The following sets forth in tabular format the share ownership of the Reporting Persons:
(a) Amount Beneficially Owned:
(i) Cantor Fitzgerald Securities is the beneficial owner of 29,502,789 shares of Class A Common Stock, par value $.01 per share.
(ii) Cantor Fitzgerald, L.P. is the beneficial owner of 38,137,688 shares of Class A Common Stock, par value $.01 per share.
(iii) CF Group Management, Inc. is the beneficial owner of 38,137,688 shares of Class A Common Stock, par value $.01 per share.
(iv) Howard W. Lutnick is the beneficial owner of 39,037,688 shares of Class A Common Stock, par value $.01 per share.
(b) Percent of Class:
56.9% for CFS;
73.5% for CFLP;
73.5% for CFGM; and
74.0% for Howard W. Lutnick.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares for CFS; 0 shares for CFLP; 0 shares for CFGM; and 400,000 shares for Howard W. Lutnick.
(ii) shared power to vote or to direct the vote:
29,502,789 shares for CFS; 38,137,688 shares for CFLP; 38,137,688 shares for CFGM; and 38,637,688 shares for Howard W. Lutnick.
Page 9 of 13 Pages
(iii) sole power to dispose or to direct the disposition of:
0 shares for CFS; 0 shares for CFLP; 0 shares for CFGM; and 400,000 shares for Howard W. Lutnick.
(iv) shared power to dispose or to direct the disposition of:
29,502,789 shares for CFS; 38,137,688 shares for CFLP; 38,137,688 shares for CFGM; and 38,637,688 shares for Howard W. Lutnick.
Inapplicable.
No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities beneficially owned by CFS, CFLP and CFGM. With respect to Howard W. Lutnick, options to purchase 500,000 shares of Class A Common Stock are held in the Howard W. Lutnick 1999 Grantor Retained Annuity Trust, of which Mr. Lutnick is one of two trustees, both of whom must act together.
Inapplicable.
Inapplicable.
Inapplicable.
Inapplicable.
Page 10 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
February 12, 2001
Cantor Fitzgerald Securities
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: President
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Cantor Fitzgerald, L.P.
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: Chairman
|
CF Group Management, Inc.
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: President
/s/ Howard W. Lutnick
-------------------------------
Howard W. Lutnick
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Page 11 of 13 Pages
Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of the 12th day of February, 2001, among Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the "Joint Filers").
WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:
1. Schedule 13G with respect to the Class A Common Stock, par value $.01 per share, of eSpeed, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.
2. Each of the Joint Filers is eligible to use Schedule 13G for the filing of information therein contained.
3. Each of the Joint Filers is responsible for the timely filing of Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Page 12 of 13 Pages
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.
Cantor Fitzgerald Securities
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: President
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Cantor Fitzgerald, L.P.
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: Chairman
|
CF Group Management, Inc.
By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: President
/s/ Howard W. Lutnick
-------------------------------
Howard W. Lutnick
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Page 13 of 13 Pages
Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(a), (b)
and (c)
NAME OF PERSON FILING PRINCIPAL BUSINESS OFFICE ADDRESS PLACE OF ORGANIZATION
Cantor Fitzgerald Securities One World Trade Center New York general partnership
105th Floor
New York, NY 10048
Cantor Fitzgerald, L.P. One World Trade Center Delaware limited partnership
105th Floor
New York, NY 10048
CF Group Management, Inc. One World Trade Center New York corporation
105th Floor
New York, NY 10048
Howard W. Lutnick c/o Cantor Fitzgerald, L.P. United States citizen
One World Trade Center
105th Floor
New York, NY 10048
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