-----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, MfsUseeYbzwldws3x6dyzOrktvVZ3Ky0xqGatIZaYn2cN1KQ1228yDEFyql5ChZV x3/l79QqVXfGryX6d60kLA== 0001000015-97-000003.txt : 19970222 0001000015-97-000003.hdr.sgml : 19970222 ACCESSION NUMBER: 0001000015-97-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NASD GROUP MEMBERS: ANTHONY MOORES GROUP MEMBERS: CHARLES NOELL GROUP MEMBERS: HARRY S. GRUNER GROUP MEMBERS: JMI EQUITY FUND LP ET AL GROUP MEMBERS: JMI EQUITY FUND, L.P. GROUP MEMBERS: JMI PARTNERS, L.P. GROUP MEMBERS: NORRIS VAN DEN BERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: META GROUP INC CENTRAL INDEX KEY: 0001000015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 060971675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46191 FILM NUMBER: 97530847 BUSINESS ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 BUSINESS PHONE: 2039736700 MAIL ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JMI EQUITY FUND LP ET AL CENTRAL INDEX KEY: 0001008497 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760367611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 MAIL ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* META Group, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------- (Title of Class of Securities) 591002 10 0 ----------------------------------------- (CUSIP Number) *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 ("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). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JMI Equity Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Limited Partnership NUMBER OF 5 SOLE VOTING POWER SHARES 0 Shares BENEFICALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 Shares PERSON WITH 8 SHARED DISPOSITIVE POWER Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * PN 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JMI Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Limited Partnership NUMBER OF 5 SOLE VOTING POWER SHARES 0 Shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 Shares PERSON 8 SHARED DISPOSITIVE POWER WITH Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * PN 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry S. Gruner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 0 Shares SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 Shares WITH 8 SHARED DISPOSITVE OWER Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * IN 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Moores 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 0 Shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 Shares PERSON 8 SHARED DISPOSITIVE POWER WITH Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * IN 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Noell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 0 Shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 SHARES PERSON 8 SHARED DISPOSITIVE POWER WITH Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * IN 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norris van den Berg 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 0 Shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Under 5% EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 Shares PERSON 8 SHARED DISPOSITIVE POWER WITH Under 5% 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Under 5% 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Under 5% 12 TYPE OF REPORTING PERSON * IN Item 1(a). Name of Issuer: META Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 208 Harbor Drive Stamford, CT 06912 Item 2(a). Names of Persons Filing: JMI Equity Fund, L.P. ("JMI"), JMI Partners, L.P.("JMI Partners"), which is the sole general partner of JMI, and Messrs. Harry S. Gruner ("Gruner"), Anthony Moores ("Moores"), Charles Noell ("Noell") and Norris van den Berg ("van den Berg") (the "General Partners"). The General Partners are individual general partners of JMI Partners. The persons named in this paragraph are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Persons is JMI, Inc., 1119 St. Paul Street, Baltimore, Maryland 21202. Item 2(c). Citizenship: Each of JMI and JMI Partners is a limited partnership organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value. Item 2(e). CUSIP Number: 591002 10 0 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) Bank as defined in Section 3(a)(6) of the Act. (c) Insurance Company as defined in Section 3(a)(19) of the Act. (d) Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b) (1)(ii)(F) of the Act. (g) Parent Holding Company, in accordance with Rule 13d-1(b) (ii)(G) of the Act. (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. This Schedule 13G is not being filed pursuant to Rule 13d-1(b) or 13d-2(b). Item 4. Ownership. (a) Amount Beneficially Owned: Each reporting person beneficially owns less than 5% of the outstanding Common Stock of META Group, Inc. (b) Percent of Class: Under 5%. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares for each Reporting Person. (ii) shared power to vote or to direct the vote: Under 5% for each Reporting Person. (iii) sole power to dispose or to direct the disposition of: 0 shares for each Reporting Person. (iv) shared power to dispose or to direct the disposition of: Under 5% for each Reporting Person. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except, in the case of JMI, for the shares it holds of record. Item 5. Ownership of Five Percent or Less of a Class. Each reporting person has ceased to be the beneficial owner of more than five percent of the Common Stock of META Group, Inc. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-1(b) (ii)(H). Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b). SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 13, 1997 JMI EQUITY FUND, L.P. BY: JMI PARTNERS, L.P. BY: /S/Harry Gruner --------------- General Partner JMI PARTNERS, L.P. By: /s/Harry Gruner ---------------- General Partner /s/Harry Gruner - ---------------- Harry S. Gruner * - ---------------- Anthony Moores /s/Charles Noell - ----------------- Charles Noell * - ----------------- Norris van den Berg *By:/s/Bernard Denoyer ---------------------- Bernard Denoyer, in his individual capacity and as Attorney-in-Fact - --------------------------------------------------------------------------- EXHIBIT I This Schedule 13G was partially executed by Bernard Denoyer pursuant to Powers of Attorney attached hereto as Exhibit 2. - ----------------------------------------------------------------------------- EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each the undersigned of shares of Common Stock of META Group, Inc. EXECUTED as a sealed instrument this 13th day of February, 1997. JMI EQUITY FUND, L.P. By: JMI PARTNERS, L.P. By: /s/Harry Gruner ---------------- JMI PARTNERS L.P. By: /s/Harry Gruner --------------- General Partner /s/Harry Gruner - ---------------- Harry S. Gruner * - --------------- Anthony Moores /s/Charles Noell - ---------------- Charles Noell * - ---------------- Norris van den Berg * By: /s/Bernard Denoyer ---------------------- Bernard Denoyer, in his individual capacity and as Attorney-in-Fact This Agreement was partially executed by Bernard Denoyer pursuant to Powers of Attorney attached here as Exhibit 2. - --------------------------------------------------------------------------- EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Bernard Denoyer, Mark Macenka, Suanne Garnier and Kathryn Leach, and any one of them acting singly, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned's holding company, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necesarry fully to all intents and purposes as the undersigned might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEROF, this Power of Attorney has been signed as of the 28th day of November, 1995. /s/Norris van den Berg ---------------------- Norris van den Berg POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitues and appoints Bernard Denoyer, Mark Macenka, Suanne Garnier and Kathryn Leach, and any one of them acting singly, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned's holding company, as the case may be, pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the undersigned might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 20th day of November, 1995. /s/Anthony Moores ------------------ Anthony Moores -----END PRIVACY-ENHANCED MESSAGE-----