SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Thinking Tools, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
884098 10 4
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(CUSIP Number)
*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 required in 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 (the "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 pages)
(Page 1 of 8 Pages)
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CUSIP NO. 884098 10 4 13G Page 2 of 8 Pages
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<S> <C> <C>
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons
Thinking Technologies, L.P.
2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
Shares 2,579,573*
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 2,579,573*
Person with 8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,579,573*
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
11 Percent of Class Represented by Amount in Row 9
49.0%
12 Type of Reporting Person
PN
- ------- -----------------------------------------------------------------------------------------------------------
* Includes 624,492 shares of common stock issuable to Thinking
Technologies, L.P. ("Technologies") upon the exercise of
options which are exercisable within 60 days. Does not include
75,454 shares of common stock which may be purchased by
Technologies from John Hiles, a director and the former president
of the Issuer, upon the exercise of an outstanding option for
$5.00 per share.
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CUSIP NO. 884098 10 4 13G Page 3 of 8 Pages
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1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons
Fred Knoll
2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
Shares 2,579,573*
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 0
Person with 8 Shared Dispositive Power
2,579,573*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,579,573*
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
11 Percent of Class Represented by Amount in Row 9
49.0%
12 Type of Reporting Person
IN
- ------- -----------------------------------------------------------------------------------------------------------
* Includes (i) 1,955,081 shares of common stock beneficially
owned by Thinking Technologies, L.P., a limited partnership
("Technologies"), indirectly controlled by Mr. Knoll and (ii)
624,492 shares of common stock issuable to Technologies upon
the exercise of options which are exercisable within 60 days.
Does not include 75,454 shares of common stock which may be
purchased by Technologies from John Hiles, a director and the
former president of the Issuer, upon the exercise of an outstanding
option for $5.00 per share.
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CUSIP NO. 884098 10 4 13G Page 4 of 8 Pages
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This statement relates to shared beneficial ownership of securities of Thinking Tools, Inc.
held by Thinking Technologies, L.P. ("Technologies") and Fred Knoll.
Item 1(a). Name of Issuer:
Thinking Tools, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Lower Ragsdale Drive, 1-250, Monterey, California 93940
Item 2(a). Name of Person Filing:
Thinking Technologies, L.P.
Fred Knoll
Item 2(b). Address of Principal Office, or if None, Residence:
Thinking Technologies, L.P.
200 Park Avenue
Suite 3900
New York, New York 10166
Fred Knoll
c/o Knoll Capital Management
200 Park Avenue
Suite 3900
New York, New York 10166
Item 2(c). Citizenship:
Thinking Technologies, L.P. is a limited partnership organized under the
laws of the State of Delaware.
Fred Knoll is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share.
Item 2(e). CUSIP Number:
884098 10 4
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CUSIP NO. 884098 10 4 13G Page 5 of 8 Pages
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Item 3. Because this Statement is not Filed Pursuant to
Rules 13d-1(b) or 13d-2(b), this Item Is:
Not Applicable.
Item 4. Ownership:
Thinking Technologies, L.P.
(a) Amount Beneficially Owned: 2,579,573*
(b) Percent of Class: 49%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,579,573*
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
2,579,573*
(iv) shared power to dispose or to direct the disposition of:
-0-
Fred Knoll
(a) Amount Beneficially Owned: 2,579,573**
(b) Percent of Class: 49%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,579,573**
(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:
2,579,573**
- ------------------
* Includes 624,492 shares of common stock issuable to Technologies upon
the exercise of options which are exercisable within 60 days. Does not
include 75,454 shares of common stock which may be purchased by
Technologies from John Hiles, a director and the former president of
the Issuer, upon the exercise of an outstanding option for $5.00 per
share.
** Includes (i) 1,955,081 shares of common stock beneficially owned by
Technologies which is indirectly controlled by Mr. Knoll and (ii)
624,492 shares of common stock issuable to Technologies upon the
exercise of options which are exercisable within 60 days. Does not
include 75,454 shares of common stock which may be purchased by
Technologies from John Hiles, a director and the former president of
the Issuer, upon the exercise of an outstanding option for $5.00 per
share.
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CUSIP NO. 884098 10 4 13G Page 6 of 8 Pages
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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
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of a Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
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CUSIP NO. 884098 10 4 13G Page 7 of 8 Pages
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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.
Dated: February 14, 1997
THINKING TECHNOLOGIES, L.P.
By: KNOLL CAPITAL MANAGEMENT,
General Partner
By: /s/ Fred Knoll
------------------------
Name: Fred Knoll
Title: President
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CUSIP NO. 884098 10 4 13G Page 8 of 8 Pages
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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.
Dated: February 14, 1997
/s/ Fred Knoll
----------------------------
Fred Knoll
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