-----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, Sr4yjpgsGpwVManGZDZ8JXj/QaNzYRigVaPmBgsu6zzFFn/oKxX7THAz+gtwQeXr XUugByYggtJsKty8EczcLg== 0000897226-00-000032.txt : 20000216 0000897226-00-000032.hdr.sgml : 20000216 ACCESSION NUMBER: 0000897226-00-000032 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESS SOFTWARE CORP /MA CENTRAL INDEX KEY: 0000876167 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042746201 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42022 FILM NUMBER: 546457 BUSINESS ADDRESS: STREET 1: 14 OAK PARK CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172804000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 592756929 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3003 TAMIAMI TRAIL NORTH CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9414344069 MAIL ADDRESS: STREET 1: 3003 TAMIAMI TRAIL NORTH STREET 2: 3003 TAMIAMI TRAIL NORTH CITY: NAPLES STATE: FL ZIP: 33940 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G - AMENDMENT 1 (Name of Issuer) Progress Software Corporation (Title of Class of Securities) Common Stock (CUSIP Number) 743312100 NAME OF REPORTING PERSON Private Capital Management, Inc. I.R.S. IDENTIFICATION NO. 59-2756929 MEMBER OF A GROUP? (b) X PLACE OF ORGANIZATION Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 1,200 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 1,200 SHARED DISPOSITIVE POWER 1,779,194 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,780,394 PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 10.2% TYPE OF REPORTING PERSON IA NAME OF REPORTING PERSON Bruce S. Sherman I.R.S. IDENTIFICATION NO. ###-##-#### MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 36,700 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 36,700 SHARED DISPOSITIVE POWER 1,779,194 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,815,894 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (yes) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 10.4% TYPE OF REPORTING PERSON IN NAME OF REPORTING PERSON Michael J. Seaman I.R.S. IDENTIFICATION NO. ###-##-#### MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 4,000 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 4,000 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (yes) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 0.0% TYPE OF REPORTING PERSON IN ITEMS 1 - 10 OF GENERAL INSTRUCTIONS Item 1. (a)Name of Issuer: Progress Software Corporation (b)Address of Issuer: 14 Oak Park, Bedford, MA 01730 Item 2. (a)Name of Person Filing: See Exhibit 1 (b)Address of Person Filing:3003 Tamiami Trail N., Naples, FL 33940 (c)Citizenship: See Exhibit 1 (d)Title of Class of Securities: Common Stock (e)CUSIP Number: 743312100 Item 3. The reporting person is filing as an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. Item 4. Ownership (a)Amount Beneficially Owned: See Exhibit 1 (b)Percent of Class: See Exhibit 1 (c)Number of Shares as to which such person has: (i)sole power to vote or to direct the vote: See Exhibit 1 (ii)shared power to vote or to direct the vote: See Exhibit 1 (iii)sole power to dispose or to direct the disposition of: See Exhibit 1 (iv)shared power to dispose or to direct the disposition of: See Exhibit 1 Item 5. Ownership of Five Percent or Less of Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: See Exhibit 1 Item 9. Notice of Dissolution of Group: N/A 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: See Exhibit 2 Signature: See Exhibit 2 Name/Title: See Exhibit 2 Exhibit 1 Item 2. (a) Name of Person Filing 1) Private Capital Management, Inc. 2) *Bruce S. Sherman 3) *Michael J. Seaman (c)Citizenship 1) Florida 2) U.S. 3) U.S. Item 4. (a) Amount Beneficially Owned 1) 1,780,394 2) 1,815,894 3) 4,000 (b) Percent of Class 1) 10.2% 2) 10.4% 3) 0.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1) 1,200 2) 36,700 3) 4,000 (ii) shared power to vote or to direct the vote 1) 0 2) 0 3) 0 (iii) sole power to dispose or to direct the disposition of 1) 1,200 2) 36,700 3) 4,000 (iv) shared power to dispose or to direct the disposition of 1) 1,779,194 2) 1,779,194 3) 0 *Bruce S. Sherman is Chairman of Private Capital Management, Inc. ("PCM") and exercises shared dispositive power with respect to shares held by it on behalf of its clients. Messrs. Seaman and Powers are employee of PCM or affiliates therof and they (i) do not exercise sole or shared dispositive or voting powers with respect to shares held by PCM, (ii) disclaim beneficial ownership of shares held by Mr. Sherman and PCM and (iii) disclaim, along with Mr. Sherman, the existence of a group. Exhibit 2 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 15, 2000 ______________________________________ Bruce S. Sherman Chairman of Private Capital Management, Inc. ______________________________________ Bruce S. Sherman Individually ______________________________________ Michael J. Seaman Individually -----END PRIVACY-ENHANCED MESSAGE-----