-----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, VGcu+kqnaov3Uh3/tnFMA8HsgW0m5XEUK+tOUeaMAyBdGD1GXXtX7dCxH871Q+Vx QtZ7TSMaY+hnBo/HRE+5/A== 0000950172-98-000168.txt : 19980219 0000950172-98-000168.hdr.sgml : 19980219 ACCESSION NUMBER: 0000950172-98-000168 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROSS SYSTEMS INC/CA CENTRAL INDEX KEY: 0000873594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942170198 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41628 FILM NUMBER: 98544595 BUSINESS ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703519600 MAIL ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212723369 MAIL ADDRESS: STREET 1: 767FIFTH AVENUE 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 SCHEDULE 13G - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G (Rule 13d-102) (Date of Event Which Requires Filing of this Statement: December 31, 1997) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* Ross Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 778303 20 7 (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 the disclosures provided in a prior cover page. The information required in 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. 778303 10 7 13G - -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fletcher Asset Management, 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 Delaware NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,671,956 OWNED BY ______________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,671,956 - -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,956 - -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% - -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 778303 10 7 13G - -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alphonse Fletcher, Jr. - -------------------------------------------------------------------------- (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 NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,671,956 OWNED BY ______________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,671,956 - -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,956 - -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% - -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Ross Systems, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328 ITEM 2(a). NAME OF PERSON FILING: Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 767 Fifth Avenue, 48th Floor, New York, New York 10153 ITEM 2(c). CITIZENSHIP: Fletcher Asset Management, Inc. is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, no par value ITEM 2(e). CUSIP NUMBER: 778303 10 7 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 (b)[ ] Bank as defined in Section 3(a) (6) of the Act (c)[ ] Insurance Company as defined in Section 3(a) (19) of the Act (d)[ ] Investment Company registered under Section 8 of the Investment Company Act (e)[x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f)[ ] Employee Benefit Plan or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g)[ ] Parent Holding Company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G) (h)[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (i)[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (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. [ ] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,671,956 (b) Percent of class: 8.7% (based on the 19,251,784 shares of Common Stock (the "Common Stock") of Ross Systems, Inc. (the "Company") reported to be outstanding as of October 31, 1997 as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended September 30, 1997 and the shares of Common Stock underlying convertible securities held by the Discretionary Account (as defined below) that are convertible within 60 days of December 31, 1997.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,671,956 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 1,671,956 The amount of Common Stock reported to be beneficially owned includes 286,617 shares of Common Stock issuable upon the conversion of shares of Series E Convertible Preferred Stock (the "Preferred Stock") of the Company and 1,040,000 shares of Common Stock issuable upon the exercise of warrants issued by the Company. The Preferred Stock is convertible and the warrant is exercisable within 60 days of December 31, 1997. The holdings reported reflect the amount of Common Stock that would have been held had the Preferred Stock been converted and the warrant been exercised on December 31, 1997. By virtue of Mr. Fletcher's position as President of Fletcher Asset Management, Inc., a Delaware corporation ("FAM"), Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,671,956 shares of Common Stock of the Company held by Fletcher International, Ltd., a discretionary account managed by FAM (the "Discretionary Account"), and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule l3G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the 1,671,956 shares of Common Stock held at December 31, 1997 by the Discretionary Account managed by FAM. By reason of the provisions of Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own beneficially the shares of Common Stock owned by the Discretionary Account. The Discretionary Account has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock purchased for its account. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct February 17 , 1998 /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr., as President of Fletcher Asset Management, Inc. /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr. -----END PRIVACY-ENHANCED MESSAGE-----