-----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, DhobVsOZNwXJxYjwd/rECwVexOb56oDGOF7go2TxAJNpzhZshxR647ScE05BqbLV eJ1+fylfzEW3nbXUA5BEdQ== 0001016276-01-500028.txt : 20010518 0001016276-01-500028.hdr.sgml : 20010518 ACCESSION NUMBER: 0001016276-01-500028 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY INC CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54429 FILM NUMBER: 1642379 BUSINESS ADDRESS: STREET 1: 8000 TOWERS CRESCENT DR CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7038488600 MAIL ADDRESS: STREET 1: 8000 TOWERS CRESCENT DR CITY: VIENNA STATE: VA ZIP: 22182 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEVIS CAPITAL MANAGEMENT INC /MD CENTRAL INDEX KEY: 0001016276 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521740975 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103852645 MAIL ADDRESS: STREET 1: 1119 ST PAUL ST CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G/A 1 g13m1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Microstrategy Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 594972101 (CUSIP Number) April 1, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP No. 594972101 1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Nevis Capital Management, Inc. 52-1740975 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Number of 5. SOLE VOTING POWER: Shares 0 Beneficially Owned by 6. SHARED VOTING POWER: Each 0 Reporting Person With 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% 12. TYPE OF REPORTING PERSON: CO CUSIP No. 594972101 1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Nevis Capital Management LLC 52-2305075 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Number of 5. SOLE VOTING POWER: Shares 0 Beneficially Owned by 6. SHARED VOTING POWER: Each 2,429,650 Reporting Person With 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 2,429,650 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,429,650 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.0% 12. TYPE OF REPORTING PERSON: IA CUSIP No. 594972101 1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Jon C. Baker 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Number of 5. SOLE VOTING POWER: Shares 0 Beneficially Owned by 6. SHARED VOTING POWER: Each 2,429,650 Reporting Person With 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 2,429,650 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,429,650 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.0% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 594972101 1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). David R. Wilmerding, III 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Number of 5. SOLE VOTING POWER: Shares 0 Beneficially Owned by 6. SHARED VOTING POWER: Each 2,429,650 Reporting Person With 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 2,429,650 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,429,650 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.0% 12. TYPE OF REPORTING PERSON: IN ITEM 1. (a) Name of Issuer: Microstrategy Inc. (b) Address of Issuer's Principal Executive Offices: 8000 Towers Crescent Drive Vienna, VA 22182 ITEM 2. (a) Name of Person Filing: NEVIS CAPITAL MANAGEMENT, INC. ("Nevis") NEVIS CAPITAL MANAGEMENT LLC ("Nevis LLC") Jon C. Baker ("Baker") David R. Wilmerding, III ("Wilmerding") (b) Address of Principal Business Office or, if none, Residence: Nevis, Nevis LLC, Baker and Wilmerding - 1119 St. Paul St, Baltimore MD 21202 (c) Citizenship: Nevis - MARYLAND Nevis LLC - MARYLAND Baker and Wilmerding - USA (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 594972101 ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Nevis LLC: (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 registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ X ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 Section 240.13d-1(b)(1)(ii)(J). For Baker and Wilmerding: (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 registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ X ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 Section 240.13d-1(b)(1)(ii)(J). ITEM 4. Ownership (a) Amount Beneficially Owned: Nevis: 0 Nevis LLC, Baker and Wilmerding: 2,429,650 (b) Percent of Class: Nevis: 0 Nevis LLC, Baker and Wilmerding: 8.0% (c) Number of shares as to which the person has: (i) sole power to vote or to direct vote: Nevis: 0 Nevis LLC: 0 Baker: 0 Wilmerding: 0 (ii) shared power to vote or to direct the vote: Nevis: 0 Nevis LLC: 2,429,650 Baker: 2,429,650 Wilmerding: 2,429,650 (iii) sole power to dispose or to direct the disposition of: Nevis: 0 Nevis LLC: 0 Baker: 0 Wilmerding: 0 (iv) shared power to dispose or to direct the disposition: Nevis: 0 Nevis LLC: 2,429,650 Baker: 2,429,650 Wilmerding: 2,429,650 Item 5. Ownership of Five Percent or Less of a Class Nevis reports that it currently owns no shares of Microstrategy since all of its advisory contracts were transferred to Nevis LLC on April 1, 2001. 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 Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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. 05-17-01 - ------------------------------ Date Nevis Capital Management, Inc. By: /s/ David R. Wilmerding, III - ---------------------------------------- David R. Wilmerding, III, President 05-17-01 - ------------------------------ Date Nevis Capital Management LLC By: /s/ David R. Wilmerding, III - ----------------------------------------- David R. Wilmerding, III, Managing Member 05-17-01 - ------------------------------- Date /s/ Jon C. Baker - ------------------------------- Jon C. Baker 05-17-01 - ------------------------------- Date /s/ David R. Wilmerding, III - ----------------------------------- David R. Wilmerding, III Page 9 of 8 -----END PRIVACY-ENHANCED MESSAGE-----