-----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, D0fbk2prgBh/dbmqV+13WQ0FcidV/deb0P+lCV+MTvUTfxxxhzSSLFkg7NqX365/ MCaO9JlVhLt7v7P+0KuqSQ== /in/edgar/work/20000914/0000935836-00-000341/0000935836-00-000341.txt : 20000922 0000935836-00-000341.hdr.sgml : 20000922 ACCESSION NUMBER: 0000935836-00-000341 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000901 FILED AS OF DATE: 20000914 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PCORDER COM INC CENTRAL INDEX KEY: 0001068726 STANDARD INDUSTRIAL CLASSIFICATION: [5734 ] IRS NUMBER: 742720849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 333-62985 FILM NUMBER: 722913 BUSINESS ADDRESS: STREET 1: 5001 PLAZA ON THE LAKE CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5126841100 MAIL ADDRESS: STREET 1: 5001 PLAZA ON THE LAKE CITY: AUSTIN STATE: TX ZIP: 78746 COMPANY DATA: COMPANY CONFORMED NAME: WEST HIGHLAND CAPITAL INC/LHG/WHP/PB/BP CENTRAL INDEX KEY: 0000904938 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ]OWNER IRS NUMBER: 680152277 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING RD SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4154619453 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 290 CITY: GREENBRAE STATE: CA ZIP: 94904 4 1 0001.txt OMB Number 3235-0287 Expires: September 30, 1998 Estimated average burden hours per response 0.5 FORM 4 /XX/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person << Lang H. Gerhard >> (Last) (First) (Middle) << 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904 (Street), (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol:<> 3. IRS or Social Security Number of Reporting Person (Voluntary) _____ 4. Statement for Month/Year: << 9-00 >> 5. If Amendment, Date of Original (Month/Year) ___________ 6. Relationship of reporting person to issuer (Check all applicable) << ____ Director XXX 10% Owner >> ____ Officer (give ____ Other (specify title below) below) ______________________ 7. Individual or Joint/Group Filing (Check Applicable line) ____ Form filed by one Reporting Person << _XX_ Form filed by More than One Reporting Person >> (1) SEC 1474 (7-96) FORM 4 (continued) Page 2 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 256,599 D $6.3214 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 3 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 93,401 D $6.3214 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 4 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 3,667 D $6.5625 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 5 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 1,333 D $6.5625 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 6 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 146,628 D $5.4469 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 7 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-5-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 53,372 D $5.4469 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 8 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-6-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 734 D $6.8125 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 9 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-6-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 266 D $6.8125 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 10 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-6-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 146,627 D $6.4782 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 11 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-6-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 53,373 D $6.4782 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 12 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-7-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 10,997 D $6.2107 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 13 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-7-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 4,003 D $6.2107 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 14 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-12-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 5,427 D $5.5151 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 155,492 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << D and I - (2)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 15 of 18 Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) << Common Stock >> 2. Transaction Date (Month/Day/Year) << 9-12-00 >> 3. Transaction Code (Instr. 8) Code << S V >> 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price << 1,973 D $5.5151 >> 5. Amount of Securities Beneficially Owned at End of Month (Inst. 3 and 4) << 56,608 >> (5) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) << I - (3)(4) >> 7. Nature of Indirect Beneficial Ownership (Inst. 4) See Item 6 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) FORM 4 (continued) Page 16 of 18 Pages Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) _________________________ 2. Conversion or Exercise Price of Derivative Security ____________ 3. Transaction Date (Month/Day/Year) ______________ 4. Transaction Code (Instr. 8) Code ______ V ______ 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) _____________ (D) ______________ 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date ____________________ ________________________ 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Title __________________________ Amount or Number of Shares _____ 8. Price of Derivative Security (Instr. 5) _______________ 9. Number of derivative Securities Beneficially Owned at End of Month (Instr. 4) _______________ 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) __________________ 11. Nature of Indirect Beneficial Ownership (Inst. 4) _____________________________________________________________________ ________________________________________________________________________ FORM 4 (continued) Page 17 of 18 Pages Explanation of Responses: (1) The reporting persons consist of (i) Lang H. Gerhard, manager of Estero Partners, LLC, and sole shareholder of West Highland Capital, Inc., and a general partner of investment limited partnerships; (ii) West Highland Capital, Inc., a registered investment adviser and general partner of investment limited partnerships; (iii) Estero Partners, LLC, a general partner of investment limited partnerships; and (iv) West Highland Partners, L.P., an investment limited partnership of which Lang Gerhard, West Highland Capital, Inc. and Estero Partners, LLC are the general partners. Each reporting person disclaims membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. (2) These securities are owned directly by West Highland Partners, L.P. Each of the other reporting persons is a general partner of West Highland Partners, L.P., but disclaims beneficial ownership of the shares held by that partnership except to the extent of its pecuniary interest therein. (3) These securities are owned by an investment advisory account of West Highland Capital, Inc. or by an investment limited partnership of which West Highland Capital, Inc., Estero Partners, LLC and Lang H. Gerhard are the general partners. (4) Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary interest. (5) Securities owned at September 12, 2000. Lang H. Gerhard /s/ Lang H. Gerhard 9-14-00 ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. SEC 1474 (7-96) FORM 4 (continued) Page 18 of 18 Pages Joint Filer Information Name: West Highland Capital, Inc. Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: PCOrder.Com, Inc. (PCOR) Statement for Month/Year: September 2000 Signature: West Highland Capital, Inc. By: /s/ Bonnie George, Chief Operating Officer Name: Estero Partners, LLC Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: PCOrder.Com, Inc. (PCOR) Statement for Month/Year: September 2000 Signature: Estero Partners, LLC By: West Highland Capital, Inc., Attorney-in-Fact By: /s/ Bonnie George, Chief Operating Officer Name: West Highland Partners, L.P. Address: 300 Drake's Landing Road, Suite 290, Greenbrae, CA 94904 Designated Filer: Lang H. Gerhard Issuer and Ticker Symbol: PCOrder.Com, Inc. (PCOR) Statement for Month/Year: September 2000 Signature: West Highland Partners, L.P. By: West Highland Capital, Inc., General Partner By: /s/ Bonnie George, Chief Operating Officer CSR\2463\041\1114711.01 -----END PRIVACY-ENHANCED MESSAGE-----