-----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, B3SQao0djgy0I6aZH6rJtqnbPAhR1YX8ncVGUQzO4R7GoCxfn3skTwC/ZxOPNMtU 4CcQ0bT31O9JGxn5WcuKxg== 0000938395-00-000003.txt : 20000223 0000938395-00-000003.hdr.sgml : 20000223 ACCESSION NUMBER: 0000938395-00-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS KNOWLEDGE SOLUTIONS INC CENTRAL INDEX KEY: 0001067797 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911350484 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56477 FILM NUMBER: 550630 BUSINESS ADDRESS: STREET 1: 1601 FIFTH AVE STREET 2: SUITE 1900 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2062921000 MAIL ADDRESS: STREET 1: PRIMUS KNOWLEDGE SOLUTIONS INC STREET 2: 1601 FIFTH AVE STE 1900 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS V LP CENTRAL INDEX KEY: 0000938395 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411799874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126671650 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Primus Knowledge Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74163Q 10 0 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] 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). 13G CUSIP NO. 74163Q 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Partners V, L. P. Tax Identification No. 41-1799874 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 1,441,166 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,441,166 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,166 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 74163Q 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca Partners V, L.L.P. Tax Identification No. 41-1799877 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 1,441,166 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,441,166 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,166 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 74163Q 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John E. Lindahl Social Security No. ###-##-#### 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 1,441,166 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,441,166 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,166 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 74163Q 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 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 1,441,166 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,441,166 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,166 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 74163Q 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John P. Whaley Social Security No. ###-##-#### 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 1,441,166 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 1,441,166 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,166 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.65% 12) TYPE OF REPORTING PERSON* IN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: Primus Knowledge Solutions, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 1601 Fifth Avenue, Suite 1900 Seattle, WA 98101 Item 2(a) Name of Person Filing: 1. Norwest Equity Partners V, L.P. 2. Itasca Partners V, L.L.P. 3. John E. Lindahl 4. George J. Still, Jr. 5. John P. Whaley Item 2(b) Address of Principal Business Office: 1. Norwest Equity Partners V, L.P. 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 2. Itasca Partners V, L.P. 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 3. John E. Lindahl 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 4. George J. Still, Jr. c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 5. John P. Whaley 2800 Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 This statement is filed by Norwest Equity Partners V, L.P. on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Equity Partners V, L.P. is a Minnesota limited partnership. Itasca Partners V, L.L.P., a Minnesota limited liability partnership, is the general partner of Norwest Equity Partners V, L. P. George J. Still, Jr. and John E. Lindahl are the managing partners, and John P. Whaley is the managing administrative partner of Itasca Partners V. Item 2(c) Citizenship: 1. Norwest Equity Partners V, L.P.: Minnesota limited partnership 2. Itasca Partners V, L.L.P.: Minnesota corporation 3. John E. Lindahl: United States 4. George J. Still, Jr.: United States 5. John P. Whaley: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 74163Q 10 0 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Equity Partners V, L. P.: At December 31, 1999, Norwest Equity Partners V, L. P. ("NEP V") owned 1,441,166 shares of common stock. This amount represented 10.65% of the total shares of common stock outstanding at that date. NEP V has no rights to acquire additional shares through the exercise of options or otherwise. (2) Itasca Partners V, L.L.P.: At December 31, 1999, Itasca Partners V was deemed to own, by virtue of its affiliation with NEP V, 1,441,166 shares of common stock. This amount represented 10.65% of the total shares of common stock outstanding at that date. (3) John E. Lindahl: At December 31, 1999, John E. Lindahl was deemed to own 1,441,166 shares of common stock by virtue of his affiliation with NEP V. This amount represented 10.65% of the total shares of common stock outstanding at that date. (4) George J. Still, Jr.: At December 31, 1999, George J. Still, Jr. was deemed to own 1,441,166 shares of common stock by virtue of his affiliation with NEP V. This amount represented 10.65% of the total shares of common stock outstanding at that date. (5) John P. Whaley: At December 31, 1999, John P. Whaley was deemed to own 1,441,166 shares of common stock by virtue of his affiliation with NEP V. This amount represented 10.65% of the total shares of common stock outstanding at that date. 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 persons have ceased to be beneficial owners of more than five percent of the class of 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 the Group: Not Applicable Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. Date: February 9, 2000 NORWEST EQUITY PARTNERS V, L.P. By ITASCA PARTNERS V, L.L.P., as general partner By: /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Equity Partners V, L.P. on its own behalf and on behalf of (a) Itasca Partners V, L.L.P., a Minnesota limited liability partnership whose general partners are the following individuals: (a) John E. Lindahl, (b) George J. Still, Jr. and (c) John P. Whaley. Dated: February 9, 2000 NORWEST EQUITY PARTNERS V, L.P. By ITASCA PARTNERS V., L.L.P. /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner ITASCA PARTNERS V, L.L.P. /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner /s/ John P. Whaley John P. Whaley, Attorney-in-Fact For John E. Lindahl /s/ John P. Whaley John P. Whaley, Attorney-in-Fact George J. Still, Jr. 8 -----END PRIVACY-ENHANCED MESSAGE-----