-----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, Wbpz54CI8f78FBQMuU5tKcL7WIDkfBEnqtdeVHZgnfbdNdeoA8vIl/4vRtJCpR3Y aKZTjw0KOxsd2sbwvWcpAw== 0000942618-03-000026.txt : 20031231 0000942618-03-000026.hdr.sgml : 20031231 20031231113718 ACCESSION NUMBER: 0000942618-03-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 FILING VALUES: FORM TYPE: SC 13D/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41628 FILM NUMBER: 031079599 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/A 1 ross1.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) December 22, 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 11,441 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,338 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 11,441 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 7,338 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,779 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) 0.67% 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 192,603 of Common Stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 192,603 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,603 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) 6.84% 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 16,018 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 16,018 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER -------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,018 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) 0.57% 14 TYPE OF REPORTING PERSON* CO Introduction. This Statement on Schedule 13D, Amendment No. 1 amends and supplements the Statement on Schedule 13D, which was filed on October 28, 2003 (the "Schedule 13D") on behalf of Loeb Partners Corporation, Loeb Arbitrage Fund and Loeb Offshore Fund in connection with their beneficial ownership of shares of Common Stock of Ross Systems, Inc. Item 1. Security and Issuer. - ------ ------------------- No change. Item 2. Identity and Background. - ------ ----------------------- No change. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ No change. Item 4. Purpose of Transaction. - ------ ---------------------- Item 4 is hereby amended and supplemented by adding thereto the following information: On November 1, 2003, an aggregate of 1,525 shares of Common Stock held by LPC for the account of a customer of LPC were sold to LAF, LOF and LPC, for its own account and the account of another customer of LPC, as more fully described under Item 5 hereof. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Item 5, section (a) is hereby amended and restated by deleting the text thereof in its entirety and inserting the following: The persons reporting hereby owned the following shares of Stock as of December 31, 2003. Shares of Common Stock Loeb Arbitrage Fund 192,603 Loeb Partners Corporation* 18,779 Loeb Offshore Fund 16,018 ----------- 227,400 The total shares of Common Stock constitute 8.08% the 2,815,825 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including 7,338 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) Item 5, section (c) is hereby amended and supplemented by adding thereto the following information: The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 11-01-03 76** $18.41 11-01-03 46** 18.41 12-04-03 1114 18.02 12-11-03 784 17.82 12-22-03 825 17.82 Holder Shares Average Price Loeb Arbitrage Fund 11-01-03 1296** 18.410 12-02-03 100 18.068 12-04-03 11441 18.016 12-11-03 8051 17.819 12-22-03 8475 17.817 Holder Shares Average Price Loeb Offshore Fund 11-01-03 107** $18.41 12-04-03 945 18.02 12-11-03 665 17.82 12-22-03 700 17.82 - -------------------- *Including 7,338 shares of Common Stock purchased for the accounts of one customer of Loeb Partners Corporation as to which it has investment discretion. **Represents shares sold for the account of one customer of LPC as to which LPC has investment discretion and to LAF, LOF and LPC, for its own account and for the account of another customer of LPC. Such shares were effected by an authorized cross transaction. Unless otherwise indicated, 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. December 31, 2003 Loeb Partners Corporation By: /s/ Gideon J. King, Executive Vice President December 31, 2003 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King, President December 31, 2003 Loeb Offshore Fund By: /s/ Gideon J. King, Director -----END PRIVACY-ENHANCED MESSAGE-----