-----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, M2elRBYf4KRLiVL2Mx3tTtX9HuQBqw7OmY3mqKmr2nkZrIWY3k/+vjyd/1Tpt8V9 4Y0iN4oMotkyBx2j2p1M1w== 0000942618-03-000011.txt : 20031028 0000942618-03-000011.hdr.sgml : 20031028 20031028120728 ACCESSION NUMBER: 0000942618-03-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031028 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 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: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41628 FILM NUMBER: 03960123 BUSINESS ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703519600 MAIL ADDRESS: STREET 1: 2 CONCOURSE PARKWAY STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30328 SC 13D 1 ross.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___ )* Ross Systems Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 778303206 (CUSIP Number) Vicki Z. Holleman c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on the remained 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). SCHEDULE 13D CUSIP NO. 778303206 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 9,715 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,744 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,715 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 7,744 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,459 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.62% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 778303206 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 163,240 of Common Stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 163,240 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 163,240 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.80% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 778303206 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 13,601 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,601 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,601 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.48% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of Ross Systems, Inc., Two Concourse Parkway, Suite 800, Atlanta, Georgia, 30328. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation and a registered investment advisor, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its Chairman of the Board of Directors and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its Chairman of the Board of Directors as well as its Chief Executive Officer and majority stockholder. Edward E. Matthews, Norman N. Mintz and Peter A. Tcherepnine are also directors. Mr. Matthews' address is 70 Pine Street, New York, New York 10270. Loeb Offshore Fund, Ltd., ("LOF") is an exempted company incorporated in the Cayman Islands. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by LHC. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. The business address of all individuals other than Mr. Matthews is 61 Broadway, New York, New York, 10006. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common stock were acquired by LAF, LPC and LOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC and LOF have acquired shares of Common Stock for investment purposes. LAF, LPC and LOF reserve the right to sell shares of Common Stock or to acquire additional shares in open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Stock as of October 3, 2003. Shares of Common Stock Loeb Arbitrage Fund 163,240 Loeb Partners Corporation* 17,459 Loeb Offshore Fund 13,601 ----------- 194,300 The total shares of Common Stock constitute 6.90% the 2,815,825 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including 7,744 shares of Common Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Preferred Stock Holder Date Shares Average Price Loeb Partners Corp.* 09-04-03 1440 $18.57 09-04-03 270 18.52 09-05-03 4725 18.57 09-08-03 900 18.51 09-09-03 270 18.51 09-09-03 248 18.48 09-09-03 136 18.48 09-10-03 606 18.45 09-11-03 480 18.42 09-15-03 1052 18.37 09-16-03 54 18.31 09-17-03 873 19.27 09-18-03 2700 18.06 09-19-03 830 15.56 09-19-03 99 18.00 09-22-03 99 18.54 09-24-03 276 18.51 09-24-03 240 18.52 09-25-03 203 18.56 09-29-03 511 18.47 09-30-03 655 17.64 10-03-03 792 17.74 Holder Shares Average Price Loeb Arbitrage Fund 09-04-03 13440 $18.56 09-04-03 2520 18.52 09-05-03 44100 18.57 09-08-03 8400 18.51 09-09-03 3864 18.51 09-09-03 1850 18.46 09-09-03 840 18.51 09-10-03 5880 18.44 09-11-03 4200 18.41 09-15-03 8288 18.37 09-16-03 504 18.31 09-17-03 8148 18.24 09-18-03 25200 18.06 .. 09-19-03 1024 18.001 09-19-03 8643 18.555 09-22-03 9244 18.532 09-24-03 672 18.555 09-24-03 4200 18.505 09-25-03 206 18.555 09-29-03 5040 17.845 09-30-03 6275 17.622 10-03-03 7392 17.740 Holder Shares Average Price Loeb Offshore Fund 09-04-03 210 $18.57 09-04-03 1120 18.52 09-05-03 3675 18.57 09-08-03 700 18.51 09-09-03 154 18.51 09-09-03 70 18.48 09-09-03 322 18.48 09-10-03 490 18.45 09-11-03 350 18.42 09-15-03 700 18.37 09-16-03 42 18.31 09-17-03 679 18.27 09-18-03 77 18.06 09-19-03 707 18.56 09-19-03 2100 18.00 09-22-03 77 18.54 09-24-03 350 18.51 09-24-03 56 18.52 09-25-03 168 18.56 09-29-03 420 17.47 09-30-03 518 17.64 10-03-03 616 17.74 - -------------------- *Including 7,744 shares of Common Stock purchased for the accounts of two customers of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. 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. October 28, 2003 Loeb Partners Corporation By: /s/ Gideon J. King, Executive Vice President October 28, 2003 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King, President October 28, 2003 Loeb Offshore Fund By: /s/ Gideon J. King, Director -----END PRIVACY-ENHANCED MESSAGE-----