Edgar Filing: ESPEED INC

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. 2)(1)

eSPEED, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Class A Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

296643 10 9
--------------------------------------------------------------------------------
(CUSIP Number)

December 31, 2001
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

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 24,191,339 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
24,191,339 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,191,339 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)
47.6%

--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

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.

--------------------------------------------------------------------------------
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 28,354,737 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
28,354,737 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,354,737 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)
51.6%

--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

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 28,645,339 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
28,645,339 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,645,339 shares of Class A Common Stock

--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

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

--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,957,882 shares of Class A Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 29,145,339 shares of Class A Common Stock
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,957,882 shares of Class A Common Stock
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
29,145,339 shares of Class A Common Stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,103,221 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)
55.0%

--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 13 Pages

Item 1(a). Name of Issuer:
--------------------------

eSpeed, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
-----------------------------------------------------------

299 Park Avenue
New York, New York 10171

Item 2(a). Name of Person Filing:
---------------------------------

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").

Item 2(b). Address of Principal Business Office or, if none, Residence:
------------------------------------------------------------------------
The information required by this Item is set forth in Appendix 1
attached hereto.

Item 2(c). Citizenship:
-----------------------

The information required by this Item is set forth in Appendix 1
attached hereto.

Item 2(d). Title of Class of Securities:
----------------------------------------

Class A Common Stock, par value $.01 per share.

Item 2(e). CUSIP Number:
------------------------

296643 10 9

Item 3.
------

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.

Item 4. Ownership:
------------------

The following information is provided as of December 31, 2001:

CFS owns of record an aggregate of 24,191,339 shares of Class B Common Stock of
the Issuer. Each Share of Class B Common Stock is convertible at any time into
one share of Class A Common Stock. Class A Common Stock and Class B Common Stock
are hereinafter collectively called "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 4,163,398 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, pursuant to a
deferred stock transfer of shares of Common Stock owned of record by CFLP to
certain current and former partners of CFLP, a distribution of approximately
1,400,000 shares was scheduled as of December 31, 2001 to occur in February
2002. As a result of such scheduled distribution, CFLP has shared voting and
dispositive power with such current and former partners of CFLP over the shares
to be distributed to such partners in February. CFLP also shares voting and
dispositive power over the 24,191,339 shares of Common Stock owned of record by
CFS by virtue of being the managing partner of CFS.

CFGM owns of record 290,602 shares of Common Stock. CFGM shares voting and
dispositive power over these shares with Howard Lutnick, the sole shareholder of
CFGM. In addition, CFGM has shared voting and dispositive power with respect to
an aggregate of 28,354,737 shares of Common Stock owned of record by CFLP and
CFS by virtue of being the managing general partner of CFLP. With respect to
96,867 of the 28,354,737 shares, CFGM also shares voting and dispositive power
with CFLP due to CFGM's right to receive those shares from CFLP pursuant to the
deferred stock transfer described above.

Howard W. Lutnick has sole voting and dispositive power with respect to 907,882
shares of Common Stock owned of record by him and to presently exercisable
options and options exercisable within 60 days to purchase an aggregate of
1,050,000 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 and
dispositive power with respect to an aggregate of 28,645,339 shares of Common
Stock owned of record by CFGM, CFLP and CFS by virtue of being the sole
shareholder of CFGM. With respect to 302,627 of the 28,354,737 shares, Mr.
Lutnick also shares voting and dispositive power with CFLP due to Mr. Lutnick's
right to receive those shares from CFLP pursuant to the deferred stock transfer
described above. The share amounts owned by Mr. Lutnick do not include 170,000
shares of Common Stock held by The Cantor Fitzgerald Relief Fund, of which Mr.
Lutnick is the President and one of five members of the Board of Directors.

Page 8 of 13 Pages

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 24,191,339 shares of Class A Common Stock, par
value $.01 per share.

(ii) Cantor Fitzgerald, L.P. is the beneficial owner of
28,354,737 shares of Class A Common Stock, par value
$.01 per share.

(iii) CF Group Management, Inc. is the beneficial owner of
28,645,339 shares of Class A Common Stock, par value
$.01 per share.

(iv) Howard W. Lutnick is the beneficial owner of
31,103,221 shares of Class A Common Stock, par value
$.01 per share.

(b) Percent of Class:

47.6% for CFS;
51.6% for CFLP;
52.1% for CFGM; and
55.0% for Howard W. Lutnick.

0 shares for CFS;
0 shares for CFLP;
0 shares for CFGM; and
1,957,882 shares for Howard W. Lutnick.

(ii) shared power to vote or to direct the vote:

24,191,339 shares for CFS;
28,354,737 shares for CFLP;
28,645,339 shares for CFGM; and
29,145,339 shares for Howard W. Lutnick.

(iii) sole power to dispose or to direct the disposition
of:

0 shares for CFS;
0 shares for CFLP;
0 shares for CFGM; and
1,957,882 shares for Howard W. Lutnick.

(iv) shared power to dispose or to direct the disposition
of:

24,191,339 shares for CFS;
28,354,737 shares for CFLP;
28,645,339 shares for CFGM; and
29,145,339 shares for Howard W. Lutnick.

Page 9 of 13 Pages

Item 5. Ownership of Five Percent or Less of a Class:
------------------------------------------------------

Inapplicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:
------------------------------------------------------------------------

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.

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
-----------------------------------------------------------------------------

Inapplicable.

Item 8. Identification and Classification of Members of the Group:
-------------------------------------------------------------------
Inapplicable.

Item 9. Notice of Dissolution of Group:
----------------------------------------

Inapplicable.

Item l0. Certifications:
-----------------------

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 with respect to it or him is true, complete and correct.

February 11, 2002

Cantor Fitzgerald Securities

By: /s/ Howard W. Lutnick
---------------------------
Name: Howard W. Lutnick
Title: President

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

Page 11 of 13 Pages

Exhibit 1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 11th day of February, 2002,
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

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

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 299 Park Avenue New York general partnership
New York, NY 10171

Cantor Fitzgerald, L.P. 299 Park Avenue Delaware limited partnership
New York, NY 10171

CF Group Management, Inc. 299 Park Avenue New York corporation
New York, NY 10171

Howard W. Lutnick c/o Cantor Fitzgerald, L.P. United States citizen
299 Park Avenue
New York, NY 10171