SC 13G 1 0001.txt SCHEDULE 13G RE SEQUOIA SOFTWARE CORPORATION 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 RULE 13d-2(b) (Amendment No. )* Sequoia Software Corporation ---------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------ (Title of Class of Securities) 817439102 --------- (CUSIP Number) December 31, 2000 ----------------- (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) *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 disclosure 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 pages) Page 1 of 9 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No. 81749102 Page 2 of 9 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BAKER COMMUNICATIONS FUND, L.P. 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 5 Sole Voting Power 7,386,800 Number of Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting Person 7 Sole Dispositive Power With 7,386,800 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 7,386,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 24.00% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 81749102 Page 3 of 9 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BAKER CAPITAL PARTNERS, LLC 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 5 Sole Voting Power 7,386,800 Number of Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting Person 7 Sole Dispositive With 7,386,800 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 7,386,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 24.00% 12 Type of Reporting Person* OO, IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 9 Pages Item 1(a) Name of Issuer: Sequoia Software Corporation (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 5457 Twin Knolls Road, Columbia, MD 21045. Item 2(a) Name of Person Filing: This statement if filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Baker Communications Fund, L.P., a Delaware limited partnership ("Baker Fund"); and (ii) Baker Capital Partners, LLC, a Delaware limited liability company ("Baker Partners"). This statement relates to Shares (as defined herein) held for the account of Baker Fund. Baker Partners serves as the sole general partner of Baker Fund. The following individuals serve as managers of Baker Partners: Henry G. Baker; John C. Baker; Lawrence A. Bettino; Ashley Leeds and Edward W. Scott. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of Baker Fund and Baker Partners is located at 540 Madison Avenue, New York, NY 10022. Item 2(c) Citizenship: i) Baker Fund is a Delaware limited partnership; and ii) Baker Partners is a Delaware limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value (the "Shares"). Item 2(e) CUSIP Number: 817439102 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Page 5 of 9 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2000, each of the Reporting Persons may be deemed the beneficial owner of the 7,386,800 Shares held for the account of Baker Fund. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed to be the beneficial owner constitutes approximately 24.00% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Baker Fund: ----------- (i) Sole power to vote or to direct the vote: 7,386,800 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 7,386,800 (iv) Shared power to dispose or to direct the disposition of: 0 Baker Partners: --------------- (i) Sole power to vote or to direct the vote: 7,386,800 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 7,386,800 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of Baker Fund have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Baker Fund in accordance with their partnership interests in Baker Fund. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 6 of 9 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 7 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 9, 2001 BAKER COMMUNICATIONS FUND, L.P. By: Baker Capital Partners, LLC, Its General Partner By: /S/ JOHN C. BAKER ----------------------------- Name: John C. Baker Title: Manager BAKER CAPITAL PARTNERS, LLC By: /S/ JOHN C. BAKER ----------------------------- Name: John C. Baker Title: Manager Page 8 of 9 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of February 9, 2001, by and between Baker Communications Fund, L.P. and Baker Capital Partners, LLC 9