UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ATLANTIC DATA SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
048523104
(CUSIP Number)
NANCY E. COOPER
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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MAY 28, 1998
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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 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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SCHEDULE 13D
048523104 PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,125,080
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,125,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
048523104 PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX 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 3,125,080
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,125,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
048523104 PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners II, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,125,080
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,125,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
048523104 PAGE 5 OF 10 PAGES
Item 1. Security and Issuer.
The title of the class of equity securities of Atlantic Data Services,
Inc., a Massachusetts corporation (the "Company"), to which this statement
relates is the Company's Common Stock, par value $.01 per share (the "Common
Stock"). The address of the principal executive offices of the Company is One
Batterymarch Park, Quincy, Massachusetts 02169.
Item 2. Identity and Background.
This statement 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 ("GAP"), General Atlantic Partners II, L.P., a
Delaware limited partnership ("GAP II"), and GAP Coinvestment Partners, L.P., a
New York limited partnership ("GAPCO" and, collectively with GAP and GAP II, the
"Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich,
Connecticut 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 II is GAP. The managing members of GAP are Steven A.
Denning, Peter L. Bloom, David C. Hodgson, Stephen P. Reynolds, J. Michael
Cline, Nancy E. Cooper, William O. Grabe, William E. Ford and Franchon M.
Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members
are also the general partners of GAPCO. The business address of each of the GAP
Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the
present principal occupation or employment of each of
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SCHEDULE 13D
048523104 PAGE 6 OF 10 PAGES
the GAP Managing Members is as a managing member of GAP. Each of the GAP
Managing Members is a citizen of the United States.
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.
This statement is being filed as a result of recent purchases of shares
of Common Stock, as described in Item 5(c), which were acquired for
consideration which did not exceed $273,000.00 in the aggregate and the source
of which was contributions from the partners of GAPCO.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock for
investment purposes. From time to time the Reporting Persons may acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock owned by them. None of the Reporting Persons have any other plans
which relate to or would result in any of the items listed in paragraphs (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of June 8, 1998, GAP, GAP II and GAPCO each own of record no
shares of Common Stock, 3,104,080 shares of Common Stock and 21,000 shares of
<PAGE>
SCHEDULE 13D
048523104 PAGE 7 OF 10 PAGES
Common Stock, respectively, or 0%, 24.3%, and 0.2%, respectively, of the
Company's issued and outstanding shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also the
general partners authorized and empowered to vote and dispose of the securities
held by GAPCO, and that GAP is the general partner of GAP II, the Reporting
Persons may be deemed to share voting power and the power to direct the
disposition of the shares of Common Stock which each owns of record.
Accordingly, as of June 8, 1998, each of the Reporting Persons may be deemed to
own beneficially an aggregate of 3,125,080 shares of Common Stock or 24.5% of
the Company's issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 3,125,080 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) Prior to May 28, 1998, GAP II owned of record 3,104,080 shares of
Special Common Stock, par value .01 per share, of the Company, which shares were
converted on a one-to-one basis into shares of Common Stock without additional
consideration upon the closing of the Company's initial public offering on May
28, 1998. In addition, beginning on May 28, 1998, GAPCO made the following
acquisitions of shares of Common Stock in the public market:
Date Amount Price Per Share Total Cost
- ---- ------ --------------- ----------
05/28/98 20,000 $13.00 $260,000.00
06/02/98 1,000 $13.00 $13,000.00
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SCHEDULE 13D
048523104 PAGE 8 OF 10 PAGES
(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) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to the Issuer.
As noted above, the GAP Managing Members are the partners authorized
and empowered to vote and dispose of the securities held by GAPCO, and GAP is
the partner authorized and empowered to vote the dispose of the securities held
by GAP II. Accordingly, GAP and any of the GAP Managing Members may, from time,
consult among themselves and coordinate the voting and disposition of the
Company's shares of Common Stock as well as such other action taken on behalf of
the Reporting Persons with respect to the Company's shares of Common Stock as
they deem to be in the collective interest of the Reporting Persons.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint
acquisition statements as required by Rule
13d-1(f)(1) under the Securities Exchange Act of
1934, as amended.
<PAGE>
SCHEDULE 13D
048523104 PAGE 9 OF 10 PAGES
SIGNATURES
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.
Dated as of June 8, 1998.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
SCHEDULE 13D
048523104 PAGE 10 OF 10 PAGES
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: June 8, 1998
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Nancy E. Cooper
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Nancy E. Cooper
A Managing Member
