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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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MARCAM SOLUTIONS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
56614A107
(CUSIP Number)
Franchon M. Smithson
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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July 1, 1999
(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(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. 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 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).
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<PAGE>
56614A107 Page 2 of 10 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners, LLC
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON -0-
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
56614A107 Page 3 of 10 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 32, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON -0-
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
56614A107 Page 4 of 10 Pages
- ---------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 21, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON -0-
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
56614A107 Page 5 of 10 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
GAP Coinvestment Partners, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON -0-
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
56614A107 Page 6 of 10 Pages
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this "Amendment") is filed by the
undersigned to amend and supplement the Schedule 13D, dated as of August 8,
1997, with respect to the shares of common stock, par value $.01 per share (the
"Common Stock"), of Marcam Solutions, Inc., a Delaware Corporation (the
"Company").
Item 1. Security and Issuer.
This Amendment relates to the shares of Common Stock of the Company.
The address of the principal executive offices of the Company is 95 Wells
Avenue, Newton, MA 02159.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. The members of the group are General Atlantic Partners, LLC, a Delaware
limited liability company ("LLC"), General Atlantic Partners 32, L.P., a
Delaware limited partnership ("GAP 32"), General Atlantic Partners 21, L.P., a
Delaware limited partnership ("GAP 21"), and GAP Coinvestment Partners, L.P., a
New York limited partnership ("GAPCO" and, collectively with LLC, GAP 32 and GAP
21, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza,
Greenwich, CT 06830. Each of the Reporting Persons is engaged in acquiring,
holding and disposing of interests in various companies for investment purposes.
The general partner of GAP 32 and GAP 21 is LLC. The managing members of LLC are
Peter L. Bloom, J. Michael Cline, Steven A. Denning, William E. Ford, William O.
Grabe, David C. Hodgson and Franchon M. Smithson (collectively, the "LLC
Managing Members"). The LLC Managing Members are also the general partners of
GAPCO. The business address of each of the LLC Managing Members is 3 Pickwick
Plaza, Greenwich, Connecticut 06830, and the present principal occupation or
employment of each of the LLC Managing Members is as a managing member of LLC.
Each of the LLC Managing Members is a citizen of the United States.
<PAGE>
56614A107 Page 7 of 10 Pages
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None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons tendered all of their shares of Common Stock into
a cash tender offer made by Invensys plc ("Invensys") for all of the outstanding
shares of Common Stock of the Company. The tender offer expired at midnight on
June 30, 1999, with 96.3% of the outstanding Common Shares having been acquired
by Invensys. The Reporting Persons tendered their shares of Common Stock
pursuant to a Tender and Option Agreement, dated as of May 27, 1999 (the "Tender
Agreement"), among M Acquisition Corp., M Merger Sub, Inc. and the persons
listed on Schedule A thereto. Pursuant to the terms of the Tender Agreement and
the tender offer, the Reporting Persons did not receive any consideration for
certain warrants to purchase Common Shares which were held by such Reporting
Persons. One of the LLC Managing Members, Franchon M. Smithson, is a member of
the Company's Board of Directors. None of the Reporting Persons has any other
plans which relate to or would result in any of the items listed in paragraphs
(a) through (j) of Item 4.
<PAGE>
56614A107 Page 8 of 10 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of July 1, 1999, LLC, GAP 32, GAP 21 and GAPCO each own of
record no shares of Common Stock.
(b) Not Applicable.
(c) Not Applicable.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) The Reporting Persons ceased to own beneficially 5% of the
outstanding shares of Common Stock of the Company on July 1, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to the Issuer.
Pursuant to the Tender Agreement, each of the Reporting Persons agreed
to tender its shares into the tender offer of Invensys, as described in Item 4
of this Amendment No. 1 to Schedule 13D.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Incorporate by reference the power of attorney for LLC filed as
Exhibit 5 to the Schedule 13D, dated as of March 4, 1999, filed
in connection with certain transactions relating to the common
stock, par value $.01 per share, of GT Interactive Software
Corp., a Delaware corporation. Such power of attorney provides
Thomas J. Murphy with the requisite power and authority to sign
this Amendment No.1 to Schedule 13D on behalf of LLC.
<PAGE>
56614A107 Page 9 of 10 Pages
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Exhibit 2: Incorporate by reference the power of attorney for GAPCO filed
as Exhibit 5 to the Schedule 13D, dated as of March 4, 1999,
filed in connection with certain transactions relating to the
common stock, par value $.01 per share, of GT Interactive
Software Corp., a Delaware corporation. Such power of attorney
provides Thomas J. Murphy with the requisite power and
authority to sign this Amendment No.1 to Schedule 13D on behalf
of GAPCO.
Exhibit 3: Incorporate by reference the Tender and Option Agreement, dated
as of May 27, 1999, pursuant to which the Reporting Persons
agreed to tender their shares of Common Stock in the tender
offer, as filed with the Securities and Exchange Commission as
Exhibit (c) (2) to the Schedule 14D-1, dated as of June 3,
1999, filed by Invensys.
<PAGE>
56614A107 Page 10 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated as of July 9, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 32, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 21, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
