-----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, KJxbpzv9GRO3JNeDmjgDXX4I6BPIwJof+rH/M7pJXfaZbm/DuHTL6hVhZoIo1jw+ RNCK0eQuevG0rtDnth/r8w== 0000902664-97-000093.txt : 19970222 0000902664-97-000093.hdr.sgml : 19970222 ACCESSION NUMBER: 0000902664-97-000093 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROSS SYSTEMS INC/CA CENTRAL INDEX KEY: 0000873594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942170198 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41628 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1100 JOHNSON FERRY ROA STE 750 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4048511872 MAIL ADDRESS: STREET 1: 1100 JOHNSON FERRY ROA STE 750 STREET 2: 1100 JOHNSON FERRY ROA STE 750 CITY: ATLANTA STATE: GA ZIP: 303342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2122723369 MAIL ADDRESS: STREET 1: 767FIFTH AVENUE 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G ________________ INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 THIS DOCUMENT IS A COPY OF THE SCHEDULE 13-G FILED ON FEBRUARY 18, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. (AMENDMENT NO. )* Ross Systems, Inc. (NAME OF ISSUER) Common Stock, no par value (TITLE OF CLASS OF SECURITIES) 778303 20 7 (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). PAGE 1 OF 6 PAGES 13G CUSIP No. 778303 10 7 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fletcher Asset Management, Inc. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,001,907 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,001,907 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,907 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** CO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 6 PAGES 13G CUSIP No. 778303 10 7 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alphonse Fletcher, Jr. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,001,907 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 1,001,907 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,907 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 6 PAGES ITEM 1(a). NAME OF ISSUER: Ross Systems, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1100 Johnson Ferry Road, Suite 750, Atlanta, Georgia 30342 ITEM 2(a). NAME OF PERSON FILING: Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 767 Fifth Avenue, 48th Floor, New York, New York 10153 ITEM 2(c). CITIZENSHIP: Fletcher Asset Management, Inc. is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, no par value ITEM 2(e). CUSIP NUMBER: 778303 10 7 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 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 (e) [x] 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) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); see item 7 (h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H) PAGE 4 OF 6 PAGES ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,001,907 (b) Percent of class: 5.4% (based on the 18,589,346 shares of Common Stock (the "Common Stock") of Ross Systems, Inc. (the "Company") reported to be outstanding as of November 1, 1996, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended September 30, 1996.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,001,907 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 1,001,907 By virtue of Mr. Fletcher's position as President of Fletcher Asset Management, Inc., a Delaware corporation ("FAM"), Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,001,907 shares of Common Stock of the Company held by Fletcher International, Ltd., a discretionary account managed by FAM (the "Discretionary Account"), and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the 1,001,907 shares of Common Stock held at December 31, 1996 by the Discretionary Account managed by FAM. By reason of the provisions of Rule 13d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own beneficially the shares of Common Stock owned by the Discretionary Account. The Discretionary Account has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock purchased for its account. Pursuant to certain swap transactions between the Discretionary Account and Lehman Brothers, Lehman Brothers has the right to receive the dividends from the Common Stock held by the Discretionary Account. 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. PAGE 5 OF 6 PAGES ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business, 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 their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 14, 1997 /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr., as President of Fletcher Asset Management, Inc. /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr. PAGE 6 OF 6 PAGES -----END PRIVACY-ENHANCED MESSAGE-----