-----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, NnqucIAU54s3WPvIttDCAn9OHkcUKaY0lSWd85YDzIv2kdWhCEb07Pac6W2c5jBY 3kUlRDS6/bYGvwhL+jshOQ== 0001017267-00-000001.txt : 20000214 0001017267-00-000001.hdr.sgml : 20000214 ACCESSION NUMBER: 0001017267-00-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEM SOFTWARE ASSOCIATES INC CENTRAL INDEX KEY: 0000808207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 363144515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-39316 FILM NUMBER: 537032 BUSINESS ADDRESS: STREET 1: 500 W MADISON ST 32ND FLR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126412900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13G/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SYSTEM SOFTWARE ASSOCIATES, INC. (Name of Issuer) Common Stock, par value $0.0033 per share (Title of Class of Securities) 87183-91-0 (CUSIP Number) December 31, 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 of 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). Page 1 of 10 Pages CUSIP No. 87183-91-0 Page 2 of 10 Pages ---------- ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hambrecht & Quist California ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X / - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------- -------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - --------------------------- ------- -------------------------------------------- 6 SHARED VOTING POWER 933,413 - --------------------------- ------- -------------------------------------------- 7 SOLE DISPOSITIVE POWER -0- - --------------------------- ------- -------------------------------------------- 8 SHARED DISPOSITIVE POWER 933,413 - --------------------------- ------- -------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,413 - ----------- -------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - ----------- -------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% - ----------- -------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - ----------- -------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT CUSIP No. 87183-91-0 Page 3 of 10 Pages ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chase Securities 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 U.S.A. - ----------- -------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - --------------------------- ------- -------------------------------------------- 6 SHARED VOTING POWER 572,363 - --------------------------- ------- -------------------------------------------- 7 SOLE DISPOSITIVE POWER -0- - --------------------------- ------- -------------------------------------------- 8 SHARED DISPOSITIVE POWER 572,363 - --------------------------- ------- -------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 572,363 - ----------- -------------------------------------------------------------------- 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% - ----------- -------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT CUSIP No. 87183-91-0 Page 4 of 10 Pages ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H&Q SSA Investors, 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 U.S.A. - ----------- -------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - --------------------------- ------- -------------------------------------------- 6 SHARED VOTING POWER 361,050 - --------------------------- ------- -------------------------------------------- 7 SOLE DISPOSITIVE POWER -0- - --------------------------- ------- -------------------------------------------- 8 SHARED DISPOSITIVE POWER 361,050 - --------------------------- ------- -------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,050 - ----------- -------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - ----------- -------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.9% - ----------- -------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - ----------- -------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT CUSIP No. 87183-91-0 Page 5 of 10 Pages ITEM 1. (a) NAME OF ISSUER: System Software Associates, Inc. (the "Issuer") (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 500 W. Madison, 32nd Floor Chicago, Illinois 60661 ITEM 2. (a) NAMES OF PERSONS FILING: Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. (b) ADDRESS OF PRINCIPAL OFFICE: The address of each reporting person is One Bush Street, San Francisco, CA 94104. (c) CITIZENSHIP: Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.0033 per share (e) CUSIP NUMBER: 87183-91-0 ITEM 3. TYPE OF REPORTING PERSON: If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company as defined in section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). CUSIP No. 87183-91-0 Page 6 of 10 Pages (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1) (ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with 240.13d-1)b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14)of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 240.13d-1(c), check this box [X]. ITEM 4. (a) AMOUNT BENEFICIALLY OWNED: Reference is made to Items 5-9 and 11 of the cover pages to this Schedule, which Items are incorporated by reference herein. According to information contained in the Issuer's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, there were 12,022,759 shares of Common Stock issued and outstanding as of January 14, 2000. As of December 31, 1999, H&Q SSA Investors, L.P. ("H&Q SSA Investors") held a total of 2,625 shares of Series A Preferred Stock of the Issuer which were immediately convertible into an aggregate of 211,050 shares of the Issuer's Common Stock and warrants to purchase an additional 150,000 shares of common stock. As of December 31, 1999, Chase Securities Inc. ("Chase Securities") held warrants to purchase an aggregate of 572,363 shares of the Issuer's Common Stock. The administrative general partner of H&Q SSA Investors is Hambrecht & Quist Management Corporation, a wholly owned subsidiary of Hambrecht & Quist California ("H&Q California"). In addition, the investment general partner of H&Q SSA Investors is a California limited liability company of which each of the members is an employee of Chase Securities. This statement is being filed by Hambrecht & Quist California, Chase Securities Inc. and H&Q SSA Investors, L.P., each of whose principal place of business is located at One Bush Street, San Francisco, California 94104. Certain information concerning the ownership of these entities is set forth in Item 4 of this statement. Hambrecht & Quist California is a wholly owned subsidiary of Hambrecht & Quist Group, a Delaware corporation which is a wholly owned subsidiary of Bridge Acquisition Holding Corp., a Delaware corporation. Bridge Acquisition Holding Corp. is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation. The principal business address of Hambrecht & Quist Group is One Bush Street, San Francisco, California 94104. The principal business address of Bridge Acquisition Holding Corp. and The Chase Manhattan Corporation is 270 Park Avenue, New York, New York 10017. Because voting and investment decisions concerning the above securities may be made by or in conjunction with H&Q SSA Investors, Chase Securities and H&Q California, each of the reporting persons CUSIP No. 87183-91-0 Page 7 of 10 Pages may be deemed a member of a group that shares voting and dispositive power over all of the above securities, in which case each reporting person would be deemed to have beneficial ownership of an aggregate of 933,413 shares of Common Stock, which represents beneficial ownership of 7.2% of the outstanding Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934). Although reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. This Schedule does not include shares of Common Stock of the Issuer, if any, held by Chase Securities in its trading account in its capacity as a market maker in the Issuer's Common Stock. 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: Inapplicable 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 THE GROUP: Inapplicable ITEM 10. CERTIFICATION: Inapplicable CUSIP No. 87183-91-0 Page 8 of 10 Pages SIGNATURE By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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. 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: February 11, 2000 H&Q SSA INVESTORS, L.P. By: H&Q SSA INVESTMENT MANAGEMENT, LLC By: /s/ PATRICK J. ALLEN ------------------------------- Patrick J. Allen Member CHASE SECURITIES INC. By: /s/ DANIEL H. CASE III ---------------------------------- Daniel H. Case III Chief Executive Officer - Chase H&Q Division HAMBRECHT & QUIST CALIFORNIA By: /s/ PATRICK J. ALLEN --------------------------------- Patrick J. Allen Chief Financial Officer CUSIP No. 87183-91-0 Page 9 of 10 Pages EXHIBIT INDEX Exhibit No. Description Page No. A Joint Filing Undertaking 10 CUSIP No. 87183-91-0 Page 10 of 10 Pages Exhibit A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to the Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 11, 2000 H&Q SSA INVESTORS, L.P. By: H&Q SSA INVESTMENT MANAGEMENT, LLC By: /s/ PATRICK J. ALLEN -------------------------------- Patrick J. Allen Member CHASE SECURITIES INC. By: /s/ DANIEL H. CASE III --------------------------------- Daniel H. Case III Chief Executive Officer - Chase H&Q Division HAMBRECHT & QUIST CALIFORNIA By: /s/ PATRICK J. ALLEN --------------------------------- Patrick J. Allen Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----