-----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, P6x4ivjEOn61B+r3nFq/Dm2m+wE8bCei+r9m/IUzuF/Rud+evVJDMU8Li3IQ8UtG gee+0JBD8+4WA65B9YMU8Q== /in/edgar/work/0000905718-00-000365/0000905718-00-000365.txt : 20001110 0000905718-00-000365.hdr.sgml : 20001110 ACCESSION NUMBER: 0000905718-00-000365 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WALKER INTERACTIVE SYSTEMS INC CENTRAL INDEX KEY: 0000883983 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 952862954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42916 FILM NUMBER: 756776 BUSINESS ADDRESS: STREET 1: MARATHON PLZ THREE NORTH STREET 2: 303 SECOND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4144958811 MAIL ADDRESS: STREET 1: MARATHON PLAZA THREE NORTH STREET 2: 303 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLEN JONATHAN CENTRAL INDEX KEY: 0001069726 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912132 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 0001.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 WALKER INTERACTIVE SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- 931664106 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Jonathan Gallen Robert G. Minion, Esq. 450 Park Avenue Lowenstein Sandler PC 28th Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 891-2132 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 27, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *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). Cusip No. 931664106 ________________________________________________________________________________ 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only): Jonathan Gallen ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): WC, PF ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable ________________________________________________________________________________ 6) Citizenship or Place of Organization: United States ________________________________________________________________________________ Number of 7) Sole Voting Power: * ------------------------------ Shares Beneficially 8) Shared Voting Power: * ------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: * ------------------------------- Person With: 10) Shared Dispositive Power: * ------------------------------- ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 792,500* ________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11): 5.4%* ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): IA, IN ________________________________________________________________________________ * As of October 27, 2000, Pequod Investments, L.P., a New York limited partnership, was the holder of 450,000 shares of the Common Stock, par value $0.001 per share (the "Shares"), of Walker Interactive Systems, Inc. and Pequod International, Ltd., a corporation organized under the laws of the Bahamas, was the holder of 250,000 Shares. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod Investments, L.P. and Pequod International, Ltd. In addition, as of such date, 50,000 Shares were held individually by Mr. Gallen and 42,500 Shares were held by third parties with respect to which Mr. Gallen exercises shared investment control. Thus, for the purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own 792,500 Shares as of October 27, 2000. Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, par value $.001 per share (the "Shares"), of Walker Interactive Systems, Inc. (the "Company"). The Company's principal executive offices are located at 303 Second Street, San Francisco, CA 94107. Item 2. Identity and Background. ----------------------- The person filing this statement is Jonathan Gallen, whose business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen serves, indirectly through one or more entities, as the investment advisor for, and exercises sole voting and investment authority for the securities held by, each of Pequod Investments, L.P., a New York limited partnership ("Pequod"), and Pequod International, Ltd., a corporation organized under the laws of the Bahamas ("International," and, together with Pequod, the "Funds"). The Funds are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Gallen also provides investment management services for various independent third parties (the "Accounts"). Mr. Gallen has never been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Gallen is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used to purchase Shares on behalf of Pequod, International, Mr. Gallen individually and the Accounts have come directly from the assets of Pequod, International, Mr. Gallen or the Accounts, respectively. Item 4. Purpose of Transaction. ---------------------- The acquisition of Shares referred to in Item 5 is for investment purposes. Mr. Gallen has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, there were 14,617,722 Shares outstanding as of August 4, 2000. As of October 27, 2000, Pequod was the holder of 450,000 Shares and International was the holder of 250,000 Shares. In addition, as of such date, 50,000 Shares were held individually by Jonathan Gallen, and 42,500 Shares were held by the Accounts. Jonathan Gallen possesses sole power to vote and direct the disposition of all Shares held by Pequod and International. Jonathan Gallen possesses shared power to direct the disposition of all Shares held by the Accounts. Thus, as of October 27, 2000, for the purposes of Reg. 240.13d-3, Mr. Gallen is deemed to beneficially own 792,500 Shares, or 5.4% of the Shares deemed to be issued and outstanding as of that date. During the sixty days prior to October 27, 2000, the only transactions in Shares, or securities convertible into Shares, by Mr. Gallen or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were as follows (each of which was effected in an ordinary brokerage transaction): I. Pequod Investments, L.P. (Purchases) Date Quantity Price October 11, 2000 20,000 $3.06 October 27, 2000 68,720 $2.35 (Sales) None II. Pequod International, Ltd. (Purchases) Date Quantity Price October 27, 2000 11,280 $2.35 (Sales) None III. Jonathan Gallen individually (Purchases) Date Quantity Price August 29, 2000 10,000 $3.35 (Sales) None IV. The Accounts (Purchases) Date Quantity Price September 8, 2000 25,000 $4.01 (Sales) Date Quantity Price October 17, 2000 10,000 $3.00 October 20, 2000 1,500 $2.94 October 27, 2000 3,500 $3.00 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Mr. Gallen and any person or entity. Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. 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. November 8, 2000 /s/ Jonathan Gallen Jonathan Gallen, individually and in his capacity as the investment advisor for Pequod Investments, L.P., Pequod International, Ltd. and the Accounts Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See, 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----