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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No._____)*
MERCATOR SOFTWARE, INC.
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(Name of Issuer)
Conmmon Stock. $.01 par value
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(Title of Class of Securities)
587587 10 6
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(CUSIP Number)
September 5, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] 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 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 ("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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CUSIP No. 587587 10 6 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER 2,000,000 Shares
OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 2,000,000 Shares
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.01%
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12. TYPE OF REPORTING PERSON*
PN
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Page 2 of 7
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Item 1
(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is
Mercator Software, Inc. (the "Company")
(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at 45 Danbury
Road, Wilton, Connecticut, 06897.
Item 2
(a). Name of Person Filing
This Statement is being filed on behalf of Brookside Capital Partners
Funds, L.P. (the "Brookside Fund"). Brookside Capital Investors,L.P., a Delaware
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limited partnership ("Brookside Investors"), is the sole general partner of the
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Brookside Fund. Brookside Capital Investors, Inc., a Delaware corporation
("Brookside Inc."), is the sole general partner of Brookside Investors.
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(b). Address of Principal Business Office or, if none, Residence
The principal business address of each of the Brookside Fund, Brookside
Investors and Brookside Inc. is Two Copley Place, Boston, Massachuetts 02116.
(c). Citizenship
Each of the Brookside Fund, Brookside Investors and Brookside Inc. is
organized under the laws of the State of Delaware.
(d). Title of Class of Securities
The class of equity securities of the Company to which this filing on
Schedule 13G relates is Common Stock, $.01 Par Value.
Page 3 of 7
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Item 2(e).
CUSIP Number
The CUSIP number of the Company's Common Stock, one is 587587 10 6.
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with (S)13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
[X] If this statement is filed pursuant to (S)240.13d-1(c), check
this box.
Item 4. Ownership
(a). Amount beneficially owned
As of the close of business on September 13, 2000, the Brookside Fund owned
2,000,000 Shares of Common Stock outstanding of the Company. The Brookside Fund
has the sole power to vote and dispose of the shares of Common Stock. The
Brookside Fund acts by and through its general partner, Brookside Investors.
Brookside Investors acts by and through its general partner, Brookside Inc.
Mr. W. Mitt Romney is the sole shareholder, sole director, President and Chief
Executive Officer of Brookside Inc. and thus is the controlling person of
Brookside Inc. No person other than the respective owner referred to herein of
shares of Common Stock 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 such
shares of Common Stock.
Page 4 of 7
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Item 4(b).
Percent of class
As of the close of business on September 13, 2000, the Brookside Fund owned
7.01% of the Common Stock outstanding of the Company. The aggregate percentage
of Common Stock reported owned by the Brookside Fund is based upon 28,518,191
outstanding, which is the total number of Common Stock outstanding as of March
31, 2000 based on representations made in the Company's quarterly report on Form
10Q/A filed with the Securities and Exchange Commission on August 21, 2000.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,000,000 Shares
(ii) shared power to vote or to direct the vote:0
(iii) sole power to dispose or to direct the disposition of: 2,000,000
Shares
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Page 5 of 7
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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 the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group
Not Applicable.
Page 6 of 7
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
September 14, 2000
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: /s/ Roy Edgar Brakeman, III
______________________________
Name: Roy Edgar Brakeman, III
Title: Managing Director
