-----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, ReB7JiKATHcIGwkYcHMcqcm+pKklU87fQ2lNNHore4u1AVAkPQJ8FXRlb+deloLX 2EPGA1BNPybbAyySrBzxMw== 0000950103-00-000231.txt : 20000215 0000950103-00-000231.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950103-00-000231 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERSISTENCE SOFTWARE INC CENTRAL INDEX KEY: 0001084400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943138935 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56467 FILM NUMBER: 543821 BUSINESS ADDRESS: STREET 1: 1720 SOUTH AMPHLETT BLVD., 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503417733 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G (Rule 13d-102) 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) Persistence Software, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 715329 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) June 25, 1999 - -------------------------------------------------------------------------------- (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 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 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. 715329108 13G Page 1 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Dean Witter & Co. 36-3145972 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 3,034,698 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 3,034,698 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,034,698 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.87% 12. TYPE OF REPORTING PERSON* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 2 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MSIT Holdings, Inc. 13-3917835 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,484,716 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,484,716 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,484,716 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.76% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 3 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital II, Inc. 13-3693090 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,549,982 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,549,982 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,982 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.11% 12. TYPE OF REPORTING PERSON* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 4 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners II, L.P. 13-3741217 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,549,982 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,549,982 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,982 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.11% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 5 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital Fund II, L.P. 13-3751783 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,027,381 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,027,381 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,381 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.37% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 6 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Investors, L.P. 13-3751794 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 266,642 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 266,642 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,642 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.39% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 715329108 13G Page 7 of 13 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital Fund II, C.V. 98-0150623 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [ ] [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 255,959 Common Shares OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 255,959 Common Shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,959 Common Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.34% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Persistence Software, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1720 S. Amplett Blvd. Third Floor San Mateo, CA 94402 Item 2(a). Name of Person Filing: This statement is filed on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but 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. Morgan Stanley Dean Witter & Co. ("Morgan Stanley") MSIT Holdings, Inc. ("MSIT") Morgan Stanley Venture Capital II, Inc. ("MSVC II") Morgan Stanley Venture Partners II, L.P. ("MSVP II") Morgan Stanley Venture Capital Fund II, L.P. ("Capital Fund") Morgan Stanley Venture Investors, L.P. ("Venture Investors") Morgan Stanley Venture Capital Fund II, C.V. ("MSVCF") Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of MSVC II, MSVP II, Capital Fund, Venture Investors and MSVCF is: 1221 Avenue of the Americas New York, New York 10020 The address of the principal business office of MSIT and Morgan Stanley is: 1585 Broadway New York, New York 10036 Item 2(c). Citizenship: The citizenship of Morgan Stanley, MSIT MSVC II, MSVP II, Capital Fund and Venture Investors is Delaware. The citizenship of MSVCF is the Netherlands Antilles. Item 2(d). Title of Class of Securities: This statement relates to the Company's Common Stock. Item 2(e). CUSIP Number: 715329 10 8 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; (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. |_| Item 4. Ownership. The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person's name in the table in Item 4(c) below. (a) Amount beneficially owned: As of December 31, 1999: (1) Capital Fund owned 1,027,381 Common Shares; (2) Venture Investors owned 266,642 Common Shares; and (3) MSVCF owned 255,959 Common Shares. MSVP II is the sole general partner of Capital Fund, Venture Investors and MSVCF, and, as such, has the power to vote or direct the vote and to dispose or direct the disposition of the 1,549,982 Common Shares held collectively by Capital Fund, Venture Investors and MSVCF. MSVC II, as the corporate general partner of MSVP II, controls the actions of MSVP II and therefore may also be deemed to have beneficial ownership of 1,549,982 Common Shares held collectively by Capital Fund, Venture Investors and MSVCF. MSIT, a wholly owned subsidiary of Morgan Stanley, owned 1,484,716 Common Shares. Morgan Stanley, as the sole shareholder of MSVC II and MSIT, controls the actions of MSVC II and MSIT. Therefore, Morgan Stanley may be deemed to have beneficial ownership of the 3,034,698 Common Shares held collectively by MSVC II and MSIT. (b) Percent of class: (1) Morgan Stanley Dean Witter & Co. 15.87% of the Common Shares MSIT Holdings, Inc. 7.76% of the Common Shares Morgan Stanley Venture Capital II, Inc. 8.11% of the Common Shares Morgan Stanley Venture Partners II, L.P. 8.11% of the Common Shares Morgan Stanley Venture Capital Fund II, L.P. 5.37% of the Common Shares Morgan Stanley Venture Investors, L.P. 1.39% of the Common Shares Morgan Stanley Venture Capital Fund II, C.V. 1.34% of the Common Shares - ------------ (1) Based on the 19,123,160 shares of common stock reported to be outstanding as of November 10, 1999 on the Form 10-Q filed with the SEC for the quarter ended September 30, 1999. (c) Number of shares as to which such person has: (iii) (iv) (i) (ii) Sole power to dispose Shared power to dispose Sole power to vote or Shared power to vote or or to direct the or to direct the to direct the vote to direct the vote disposition of disposition --------------------- ----------------------- --------------------- ----------------------- Morgan Stanley Dean Witter & Co. - 0 - 3,034,698 - 0 - 3,034,698 MSIT Holdings, Inc. - 0 - 1,484,716 - 0 - 1,484,716 Morgan Stanley Venture Capital II, Inc. - 0 - 1,549,982 - 0 - 1,549,982 Morgan Stanley Venture Partners II, L.P. - 0 - 1,549,982 - 0 - 1,549,982 Morgan Stanley Venture Capital Fund II, L.P. - 0 - 1,027,381 - 0 - 1,027,381 Morgan Stanley Venture Investors, L.P. - 0 - 266,642 - 0 - 266,642 Morgan Stanley Venture Capital Fund II, C.V. - 0 - 255,959 - 0 - 255,959
Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. |_| Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. N/A SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2000 MORGAN STANLEY VENTURE CAPITAL FUND II, C.V. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Assistant Secretary MORGAN STANLEY VENTURE INVESTORS, L.P. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Assistant Secretary MORGAN STANLEY VENTURE CAPITAL FUND II, L.P. By: Morgan Stanley Venture Partners II, L.P., its general partner By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Assistant Secretary MORGAN STANLEY VENTURE PARTNERS II, L.P. By: Morgan Stanley Venture Capital II, Inc., its general partner By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Assistant Secretary MORGAN STANLEY VENTURE CAPITAL II, INC. By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Assistant Secretary MSIT HOLDINGS, INC. By: /s/ Steven L. Brown ------------------------------------------------ Name: Steven L. Brown Title: Vice President MORGAN STANLEY DEAN WITTER & CO. By: /s/ Stephanie A. Holmes ------------------------------------------------ Name: Stephanie A. Holmes Title: Authorized Signatory The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----