-----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, Aph9VCFgBCR/ZMFuTPK3eLMpbWYRZVyWQ+4tJ7POD5L36IgqDOjC+GQ5OhQTHDoL NQvqwI1x9xDJRb1bL7sgtQ== 0001093801-04-000245.txt : 20040213 0001093801-04-000245.hdr.sgml : 20040213 20040213152959 ACCESSION NUMBER: 0001093801-04-000245 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: WESTPORT ADVISERS LLC GROUP MEMBERS: WESTPORT ASSET MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MRO SOFTWARE INC CENTRAL INDEX KEY: 0000920354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042448516 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43849 FILM NUMBER: 04598550 BUSINESS ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812802000 MAIL ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: PROJECT SOFTWARE & DEVELOPMENT INC DATE OF NAME CHANGE: 19940315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTPORT ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000811454 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 253 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032273601 MAIL ADDRESS: STREET 1: 253 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 v01558_sc13ga-mro.txt MRO SOFTWARE, INC. Securities And Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 3 MRO Software, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 55347W105 - -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] 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 in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and 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. 55347W105 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Westport Asset Management, Inc. - 06-1087640 Westport Advisers LLC - 06-1497709 - -------------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place or Organization Connecticut - -------------------------------------------------------------------------------- 5. Sole Voting Power 577,700 Number of ------------------------------------------------------------ Shares 6. Shared Voting Power Beneficially 323,100 Owned ------------------------------------------------------------ By Each 7. Sole Dispositive Power Reporting 577,700 Person ------------------------------------------------------------ With 8. Shared Dispositive Power 793,000 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by each Reporting Person 1,370,700 - -------------------------------------------------------------------------------- 10. Check Box if the aggregate amount in row (9) excludes certain shares [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 5.54% - -------------------------------------------------------------------------------- 12. Type of Reporting Person* IA - -------------------------------------------------------------------------------- Item 1 (a): Name of Issuer: - ----------- --------------- MRO Software, Inc. Item 1 (b): Address of Issuer's Principal Executive Offices: - ----------- ------------------------------------------------ 100 Crosby Drive Bedford, MA 01730 Item 2(a): Name of Person Filing: - ---------- ---------------------- Westport Asset Management, Inc. Item 2(b): Address of Principal Business Office: - ---------- ------------------------------------- 253 Riverside Avenue Westport, CT 06880 Item 2(c): Citizenship: - ---------- ------------ Connecticut Item 2(d): Title of Class of Securities: - ---------- ----------------------------- Common Stock Item 2(e): CUSIP Number: - ---------- ------------- 55347W105 Item 3. If this stated 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(b)(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 Advisors 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; seess.240. 13d-1 (b)(1)(ii)(F) (g) (X) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) ( ) Group in accordance with ss.240.13d-1 (b)(1)(ii)(H) Item 4. Ownership. - ------- ---------- (a) Amount Beneficially owned: 1,370,700 shares (b) Percent of Class: 5.54% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 577,700 (ii) shared power to vote or to direct the vote: 323,100 (iii)sole power to dispose or to direct the disposition of: 577,700 (iv) shared power to dispose or to direct the disposition of: 793,000 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 person has ceased to be the beneficial owner 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: - ------- ---------------------------------------------------------------- Westport Asset Management, Inc. is deemed to be a beneficial owner for purposes of Rule 13 (d) since it has shared power to make decisions whether to retain, dispose of the securities of many unrelated clients. Westport Asset Management, Inc. does not, however, have an economic interest in the securities of those clients. The clients are actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. The Reporting Person disclaims beneficial ownership of such shares and disclaims the existence of any group. Westport Asset Management, Inc. owns 50% of Westport Advisors LLC, which is also an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. With regard to the shares set forth under Item 4. (c ) (ii), Westport Asset Management Inc. and Westport Advisers LLC are deemed to be beneficial owners for purposes of Rule 13 (d) since they both have shared power to make decisions whether to retain or dispose and vote the securities. Westport Advisers LLC serves as investment manager of The Westport Funds, mutual funds which hold such shares in the ordinary course of their business not with the purpose nor with the effect of changing or influencing the control of the issuer. Item 7. Identification and Classification of the Subsidiary Which acquired the Security Being Reported on By the Parent Holding Company. ----------------------------------------------------------------- Westport Asset Management,Inc. makes this filing pursuant to Rule 13D-1 (b) (ii) (G) since it owns 50% of Westport Advisers LLC. Westport Asset Management, Inc. is an investment advisor and Westport Advisors LLC is an investment advisor for a Series of Public Mutual Funds. Item 8. Identification and Classification of Members of the Group. - ------- ---------------------------------------------------------- N/A 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 purpose or effect. Disclaimer - ---------- The undersigned expressly declares that the filing of this Schedule 13G shall not be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial owner of any securities covered by this statement. 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 12, 2004 Westport Asset Management, Inc. By /s/Andrew J. Knuth ------------------------------- Andrew J. Knuth, Chairman -----END PRIVACY-ENHANCED MESSAGE-----