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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
RATIONAL SOFTWARE CORPORATION
(NAME OF ISSUER)
Common stock, $0.01 par value
(TITLE OF CLASS OF SECURITIES)
75409P103
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
Page 1 of 6.
SEC 1745 (10-88)
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CUSIP NO. 75409P103 13G PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 844,061
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
172,479
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 844,061
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,088,540
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,088,540
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Rational Software Corporation
Item 1(b) Address of Issuer's Principal Executive Office:
2800 San Tomas Expressway
Santa Clara, California 95051
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and Fayez Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A.
Item 2(d) Title of Class of Securities:
Common stock, $0.01 par value
Item 2(e) CUSIP Number:
75409P103
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman
of the Board and President, a director and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co. and may be considered
a parent holding company of Fayez Sarofim & Co. within the meaning of
Rule 13d-1(b)(1)(ii)(G).
3
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Item 4 Ownership as of December 31, 1994:
(a) Amount Beneficially Owned:
(i) 103,378 shares are held in investment advisory accounts managed
by Fayez Sarofim & Co. for numerous clients. Pursuant to its
investment advisory contract with its clients, Fayez Sarofim &
Co. has full investment discretion with respect to such
investment advisory accounts. However, Fayez Sarofim & Co. is not
the record owner of any of such shares as such shares are held of
record by the respective clients or by trustees or custodians for
such clients. The clients are entitled to the economic benefits
(dividend payments and sales proceeds) of ownership of such
shares. Each client also has the right to terminate its
investment advisory relationship with Fayez Sarofim & Co. at any
time. Because Fayez Sarofim & Co. has power to dispose, or to
direct the disposition of, such shares, it may be deemed to be
the beneficial owner of these shares for the purposes of the Rule
13d-3 under the Securities Exchange Act of 1934. Because Fayez
Sarofim is Chairman of the Board and President, a director and
owner of a majority of the outstanding capital stock of Fayez
Sarofim & Co., he may also be deemed to be an indirect beneficial
owner of these shares for the purposes of Rule 13d-3.
(ii) 101,101 shares are owned directly by Fayez Sarofim & Co. for its
own account. Because Fayez Sarofim is a controlling person of
Fayez Sarofim & Co., he may be deemed to be an indirect
beneficial owner of these shares for the purposes of Rule 13d-3.
(iii) 844,061 shares are owned of record and beneficially by Fayez
Sarofim. Fayez Sarofim & Co. has no beneficial ownership of
these shares.
(b) Percent of Class:
(i) 0.5% -- as to shares held in accounts managed by Fayez Sarofim &
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 0.5% -- as to shares owned directly by Fayez Sarofim & Co. for
its own account.
(iii) 4.1% -- as to shares owned of record and beneficially by Fayez
Sarofim.
4
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(c) Number of shares as to which Fayez Sarofim has:
(i) sole power to vote or direct the vote: 884,061 shares.
(ii) shared power to vote or direct the vote: 172,479 shares. The
voting arrangements with respect to the shares held in the
various investment advisory accounts mmanaged by Fayez Sarofim &
Co. vary. Fayez Sarofim may be deemed to share the voting power
possessed by Fayez Sarofim & Co. with respect to the securities
held in such accounts by virtue of his control relationship.
Accordingly, it is believed that of the 204,479 shares which Mr.
Sarofim may be deemed to own beneficially for purposes of Rule
13d-3 (excluding the 884,061 shares which he holds for his own
account and has the sole power to vote), he may be deemed
to share voting power with respect to not more than 172,479 of
such shares. Such voting power may be deemed to be shared with
Fayez Sarofim & Co. with respect to securities held in investment
advisory accounts managed by Fayez Sarofim & Co. In many cases
where securities are held in accounts managed by Fayez Sarofim &
Co., voting power may also be deemed to be shared with trustees,
other fiduciaries, clients of Fayez Sarofim & Co., or others.
(iii) sole power to dispose or direct the disposition of: 884,061
shares.
(iv) shared power to dispose or direct the disposition of: 204,479
shares. Such power may be deemed to be shared with Fayez Sarofim
& Co. with respect to securities held in accounts managed by
Fayez Sarofim & Co.
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
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
5
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Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
Date: February 14, 1995
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
6
