-----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, I6/886mej4Xbd7pxky+5kDOLI9/a20AD/3ja4K35MTwckRtupchHWLsYz7jQ0LKm Pcq7RMxkb3l5pjdijnKqMg== 0000950146-97-000209.txt : 19970222 0000950146-97-000209.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950146-97-000209 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TOOLS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 770436410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50323 FILM NUMBER: 97537481 BUSINESS ADDRESS: STREET 1: ONE LOWER RAGSDALE DR I-250 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 4083738688 MAIL ADDRESS: STREET 1: ONE LOWER RAGSDALE DRIVE I-250 CITY: MONTEREY STATE: CA ZIP: 93940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TECHNOLOGIES LP CENTRAL INDEX KEY: 0001033950 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O KNOLL CAPITAL MANAGEMENT STREET 2: 200 PARK AVNEU SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087474 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Thinking Tools, Inc. -------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 884098 10 4 --------------- (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 (the "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). (Continued on following pages) (Page 1 of 8 Pages)
CUSIP NO. 884098 10 4 13G Page 2 of 8 Pages - ------------------------------------------- ------------------------------------------ 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons Thinking Technologies, 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 United States of America Number of 5 Sole Voting Power Shares 2,579,573* Beneficially 6 Shared Voting Power Owned by 0 Each 7 Sole Dispositive Power Reporting 2,579,573* Person with 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,579,573* 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| 11 Percent of Class Represented by Amount in Row 9 49.0% 12 Type of Reporting Person PN - ------- ----------------------------------------------------------------------------------------------------------- * Includes 624,492 shares of common stock issuable to Thinking Technologies, L.P. ("Technologies") upon the exercise of options which are exercisable within 60 days. Does not include 75,454 shares of common stock which may be purchased by Technologies from John Hiles, a director and the former president of the Issuer, upon the exercise of an outstanding option for $5.00 per share. CUSIP NO. 884098 10 4 13G Page 3 of 8 Pages - ------------------------------------------- ------------------------------------------ 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons Fred Knoll 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 of America Number of 5 Sole Voting Power Shares 2,579,573* Beneficially 6 Shared Voting Power Owned by 0 Each 7 Sole Dispositive Power Reporting 0 Person with 8 Shared Dispositive Power 2,579,573* 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,579,573* 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |_| 11 Percent of Class Represented by Amount in Row 9 49.0% 12 Type of Reporting Person IN - ------- ----------------------------------------------------------------------------------------------------------- * Includes (i) 1,955,081 shares of common stock beneficially owned by Thinking Technologies, L.P., a limited partnership ("Technologies"), indirectly controlled by Mr. Knoll and (ii) 624,492 shares of common stock issuable to Technologies upon the exercise of options which are exercisable within 60 days. Does not include 75,454 shares of common stock which may be purchased by Technologies from John Hiles, a director and the former president of the Issuer, upon the exercise of an outstanding option for $5.00 per share. CUSIP NO. 884098 10 4 13G Page 4 of 8 Pages - ------------------------------------------- ------------------------------------------ This statement relates to shared beneficial ownership of securities of Thinking Tools, Inc. held by Thinking Technologies, L.P. ("Technologies") and Fred Knoll. Item 1(a). Name of Issuer: Thinking Tools, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: One Lower Ragsdale Drive, 1-250, Monterey, California 93940 Item 2(a). Name of Person Filing: Thinking Technologies, L.P. Fred Knoll Item 2(b). Address of Principal Office, or if None, Residence: Thinking Technologies, L.P. 200 Park Avenue Suite 3900 New York, New York 10166 Fred Knoll c/o Knoll Capital Management 200 Park Avenue Suite 3900 New York, New York 10166 Item 2(c). Citizenship: Thinking Technologies, L.P. is a limited partnership organized under the laws of the State of Delaware. Fred Knoll is a citizen of the United States of America. Item 2(d). Title of Class of Securities: Common Stock, par value $.001 per share. Item 2(e). CUSIP Number: 884098 10 4 CUSIP NO. 884098 10 4 13G Page 5 of 8 Pages - ------------------------------------------- ------------------------------------------ Item 3. Because this Statement is not Filed Pursuant to Rules 13d-1(b) or 13d-2(b), this Item Is: Not Applicable. Item 4. Ownership: Thinking Technologies, L.P. (a) Amount Beneficially Owned: 2,579,573* (b) Percent of Class: 49% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,579,573* (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 2,579,573* (iv) shared power to dispose or to direct the disposition of: -0- Fred Knoll (a) Amount Beneficially Owned: 2,579,573** (b) Percent of Class: 49% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,579,573** (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 2,579,573** - ------------------ * Includes 624,492 shares of common stock issuable to Technologies upon the exercise of options which are exercisable within 60 days. Does not include 75,454 shares of common stock which may be purchased by Technologies from John Hiles, a director and the former president of the Issuer, upon the exercise of an outstanding option for $5.00 per share. ** Includes (i) 1,955,081 shares of common stock beneficially owned by Technologies which is indirectly controlled by Mr. Knoll and (ii) 624,492 shares of common stock issuable to Technologies upon the exercise of options which are exercisable within 60 days. Does not include 75,454 shares of common stock which may be purchased by Technologies from John Hiles, a director and the former president of the Issuer, upon the exercise of an outstanding option for $5.00 per share. CUSIP NO. 884098 10 4 13G Page 6 of 8 Pages - ------------------------------------------- ------------------------------------------ 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 securities, check the following [ ]. 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 a Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: Not Applicable. CUSIP NO. 884098 10 4 13G Page 7 of 8 Pages - ------------------------------------------- ------------------------------------------ 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. Dated: February 14, 1997 THINKING TECHNOLOGIES, L.P. By: KNOLL CAPITAL MANAGEMENT, General Partner By: /s/ Fred Knoll ------------------------ Name: Fred Knoll Title: President CUSIP NO. 884098 10 4 13G Page 8 of 8 Pages - ------------------------------------------- ------------------------------------------ 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. Dated: February 14, 1997 /s/ Fred Knoll ---------------------------- Fred Knoll
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