SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TECHNOLOGY MODELING ASSOCIATES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87872R102
(CUSIP Number)
The information required on 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).
(Continued on following page(s))
CUSIP No. 87872R102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Van Wagoner Capital Management, Inc. - 94-3235240
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
5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
607,200
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [_]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.90%*
12 TYPE OF REPORTING PERSON
IA
* Based upon an aggregate of 7,689,169 shares outstanding at October
31, 1996.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 39-1836331
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NUMBER OF
537,500
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.99%*
12 TYPE OF REPORTING PERSON
IV
* Based upon an aggregate of 7,689,169 shares outstanding at October
31, 1996.
<PAGE>
Item 1(a). Name of Issuer:
Technology Modeling Associates, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
595 Lawrence Expressway
Sunnyvale, California 94086
Item 2(a). Name of Person Filing:
The persons filing this Schedule 13G are (i) Van Wagoner Capital
Management, Inc., an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940 and (ii) Van Wagoner Funds, Inc., an
investment company registered under the Investment Company Act of 1940.
Van Wagoner Funds, Inc. has three portfolios, each with a separate I.R.S.
identification number, Van Wagoner Emerging Growth Fund, Van Wagoner
Micro-Cap Fund and Van Wagoner Mid-Cap Fund. Van Wagoner Capital
Management, Inc. is the investment adviser to Van Wagoner Funds, Inc.
Attached as Exhibit 1 hereto, which is incorporated by reference herein,
is an agreement between Van Wagoner Capital Management, Inc. and Van
Wagoner Funds, Inc. that this Schedule 13G is filed on behalf of each of
them.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
One Bush Street, Suite 1150
San Francisco, California 94104
(for both Van Wagoner Capital Management, Inc. and Van Wagoner Funds,
Inc.)
Item 2(c). Citizenship:
Van Wagoner Capital Management, Inc. is a Delaware corporation.
Van Wagoner Funds, Inc. is a Maryland corporation.
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
87872R102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act
[ ] Bank as defined in Section 3(a)(6) of the Act
[ ] Insurance Company as defined in Section 3(a)(19) of the Act
[X] Investment Company registered under Section 8 of the Investment
Company Act (Van Wagoner Funds, Inc.)
[X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940 (Van Wagoner Capital Management,
Inc.)
[ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
[ ] Parent Holding Company
[ ] Group
[ ] N/A
Item 4. Ownership.
Van Wagoner Capital Management, Inc.
(a) Amount Beneficially Owned: 607,200*
(b) Percent of Class: 7.90%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 607,200
(iv) shared power to dispose or to direct the disposition
of: -0-
Van Wagoner Funds, Inc.
(a) Amount Beneficially Owned: 537,500*
(b) Percent of Class: 6.99%
(c) Number of shares as to which such group has:
(i) sole power to vote or to direct the vote: 537,500
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the disposition
of: -0-
__________________
* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
share beneficial ownership over the same 537,500 shares.
Item 5. Ownership of Five Percent or Less of a 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.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
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.
February 12, 1997
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /S/ GARRETT R. VAN WAGONER
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /S/ GARRETT R. VAN WAGONER
Garrett R. Van Wagoner, President
<PAGE>
EXHIBIT 1
AGREEMENT dated as of February 12, 1997, by and among Van
Wagoner Capital Management, Inc., a Delaware corporation and Van Wagoner
Funds, Inc., a Maryland corporation.
WHEREAS, in accordance with Rule 13d-1(f) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed
whenever two or more persons are required to file a statement pursuant to
Section 13(d) of the Act with respect to the same securities, provided
that said persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds,
Inc. hereby agree, in accordance with Rule 13d-1(f) under the Act, to file
one Statement on Schedule 13G relating to their ownership of the Common
Stock of Technology Modeling Associates, Inc., and hereby further agree
that said Statement shall be filed on behalf of both Van Wagoner Capital
Management, Inc. and Van Wagoner Funds, Inc. Nothing herein shall be
deemed to be an admission that the parties hereto, or any of them, are
members of a "group" (within the meaning of Section 13(d) of the Act and
the rules promulgated thereunder) with respect to any securities of
Technology Modeling Associates, Inc.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date first written above.
VAN WAGONER CAPITAL MANAGEMENT,
INC.
By: /S/ GARRETT R. VAN WAGONER
Garrett R. Van Wagoner,
President
VAN WAGONER FUNDS, INC.
By: /S/ GARRETT R. VAN WAGONER
Garrett R. Van Wagoner,
President
