-----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, SiPqZpA67OniYnAF1fe4LEdL9q+h4alO1sFZqkVXnSe8EtQ+08p/IuzcSJcUNZRX z1LwojobdRlo+6JUuZJuDA== 0001047469-98-005121.txt : 19980217 0001047469-98-005121.hdr.sgml : 19980217 ACCESSION NUMBER: 0001047469-98-005121 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAILURE GROUP INC CENTRAL INDEX KEY: 0000851520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 770218904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45711 FILM NUMBER: 98532960 BUSINESS ADDRESS: STREET 1: 149 COMMONWEALTH DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4156886954 MAIL ADDRESS: STREET 1: 149 COMMONWEALTH DR CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 4 )* The Failure Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 303132104 - -------------------------------------------------------------------------------- (CUSIP Number) - ------------------------- * 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). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 303132104 13G Page 2 of 8 Pages --------- --- --- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The TCW Group, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada corporation - ------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 330,300 BENEFICIALLY ------------------------------------------------------------ OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------ PERSON 7 SOLE DISPOSITIVE POWER WITH 330,300 ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,300 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (see response for Item 4) - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC/CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 303132104 13G Page 3 of 8 Pages --------- --- --- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Day - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen - ------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 330,300 BENEFICIALLY ------------------------------------------------------------ OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------ PERSON 7 SOLE DISPOSITIVE POWER WITH 330,300 ------------------------------------------------------------ 8 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,300 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (see rsponse to Item 4) - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON*7 HC/IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages Item 1(a). Name of Issuer: The Failure Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 149 Commonwealth Drive Menlo Park, CA 94025 Item 2(a). Name of Persons Filing: Item 2(b). Address of Principal Business Office: Item 2(c). Citizenship: The TCW Group, Inc. 865 South Figueroa Street Los Angeles, CA 90017 (Nevada Corporation) Robert Day 200 Park Avenue, Suite 2200 New York, New York 10166 (United States Citizen) Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 303132104 Page 5 of 8 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act: Not applicable (b) [ ] Bank as defined in Section 3(a)(6) of the Act: Not applicable (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act: Not applicable (d) [ ] Investment Company registered under Section 8 of the Investment Company Act: Not applicable (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: Not applicable (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (SEE 13d-1(b)(1)(ii)(F)): Not applicable (g) [X] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (SEE Item 7): The TCW Group, Inc. Robert Day (individual who may be deemed to control The TCW Group, Inc. and other holders of the Common Stock of the issuer) (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H): Not applicable. Page 6 of 8 Pages Item 4. Ownership ** THE TCW GROUP, INC. (a) Amount beneficially owned: 330,300 (b) Percent of class: 4.5% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 330,300 (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of: 330,300 (iv) Shared power to dispose or to direct the disposition of: none. ROBERT DAY *** (a) Amount beneficially owned: 330,300 (b) Percent of class: 4.5% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 330,300 (ii) Shared power to vote or to direct the vote: none. (iii) Sole power to dispose or direct the disposition of: 330,300 (iv) Shared power to dispose or to direct the disposition of: none. - --------------- ** The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. *** Shares reported for Robert Day include shares reported for The TCW Group, Inc. Page 7 of 8 Pages Item 5. Ownership of Five Percent or Less of a Class. Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. SEE Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. SEE Exhibits A and B. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Because this statement is filed pursuant to Rule 13d-1(b), the following certification is included: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 8 Pages 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. Dated this 12th day of February, 1998. The TCW Group, Inc. By: /s/ Mohan V. Phansalkar ----------------------- Mohan V. Phansalkar Authorized Signatory Robert Day By: /s/ Mohan V. Phansalkar ----------------------- Mohan V. Phansalkar Under Power of Attorney dated January 30, 1996, on File with Schedule 13G Amendment Number 1 for Matrix Service Co. dated January 30, 1996. EX-21 2 RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY EXHIBIT A RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY PART A: TCW ENTITIES PARENT HOLDING COMPANY: The TCW Group, Inc. Robert Day (an individual who may be deemed to control The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b): (i) Trust Company of the West, a California corporation and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. Note: No Common Stock of The Failure Group, Inc. is held directly by The TCW Group, Inc. Other than the indirect holdings of The TCW Group, Inc. no Common Stock of The Failure Group, Inc. is held directly or indirectly by Robert Day, an individual who may be deemed to control The TCW Group, Inc. PART B: NON TCW ENTITIES PARENT HOLDING COMPANY: Robert Day (an individual who may be deemed to control the holders described below which are not subsidiaries of The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b): Oakmont Corporation, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Cypress International Partners Limited, a British Virgin Islands corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. A-1 EX-99.1 3 JOINT FILING AGREEMENT EXHIBIT B JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate. Dated: February 12, 1998 The TCW Group, Inc. By: /s/ Mohan V. Phansalkar ----------------------- Mohan V. Phansalkar Authorized Signatory Robert Day By: /s/ Mohan V. Phansalkar ----------------------- Mohan V. Phansalkar Under Power of Attorney dated January 30, 1996, on File with Schedule 13G Amendment Number 1 for Matrix Service Co. dated January 30, 1996. B-1 -----END PRIVACY-ENHANCED MESSAGE-----