SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
240.13d-102
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
(S)240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO (S)240.13D-2
(Amendment No. 1 )*
-----
Il Fornaio Corporation
-------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------
(Title of Class of Securities)
451926109
------------------
(CUSIP Number)
December 31, 1998
--------------------------------------------------------
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).
<PAGE>
CUSIP NO. 451926109 13G
- ------------------------------------------------------------------
- --------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- ------------------------------------------------------------------
- -------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_]
(b) [_]
- ------------------------------------------------------------------
- -------------
SEC USE ONLY
3
- ------------------------------------------------------------------
- -------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
- ------------------------------------------------------------------
- -------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6 770,800
OWNED BY
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING - 0 -
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8 770,800
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 770,800
- ------------------------------------------------------------------
- -------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10 [_]
- ------------------------------------------------------------------
- -------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 12.96%
- ------------------------------------------------------------------
- -------------
TYPE OF REPORTING PERSON*
12 HC
- ------------------------------------------------------------------
- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
<PAGE>
CUSIP NO. 451926109 13G
- ------------------------------------------------------------------
- --------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robertson Stephens Investment Management Co.
- ------------------------------------------------------------------
- -------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_]
(b) [_]
- ------------------------------------------------------------------
- -------------
SEC USE ONLY
3
- ------------------------------------------------------------------
- -------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 California
- ------------------------------------------------------------------
- -------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6 770,800
OWNED BY
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8 770,800
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 770,800
- ------------------------------------------------------------------
- -------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10 [_]
- ------------------------------------------------------------------
- -------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 12.96%
- ------------------------------------------------------------------
- -------------
TYPE OF REPORTING PERSON*
12 HC
- ------------------------------------------------------------------
- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
- ------------------------
CUSIP NO. 451926109 13G
- ------------------------------------------------------------------
- -------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robertson, Stephens & Company Investment Management, L.P.
- ------------------------------------------------------------------
- -------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_]
(b) [_]
- ------------------------------------------------------------------
- -------------
SEC USE ONLY
3
- ------------------------------------------------------------------
- -------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
California
- ------------------------------------------------------------------
- -------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6 770,800
OWNED BY
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8 770,800
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 770,800
- ------------------------------------------------------------------
- -------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10 [_]
- ------------------------------------------------------------------
- -------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 12.96%
- ------------------------------------------------------------------
- -------------
TYPE OF REPORTING PERSON*
12 IA
- ------------------------------------------------------------------
- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4
<PAGE>
CUSIP NO. 451926109 13G
- ------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Black Bear Offshore
- ------------------------------------------------------------------
- -------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_]
(b) [_]
- ------------------------------------------------------------------
- -------------
SEC USE ONLY
3
- ------------------------------------------------------------------
- -------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 California
- ------------------------------------------------------------------
- -------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6 385,300
OWNED BY
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8 385,300
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 385,300
- ------------------------------------------------------------------
- -------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10 [_]
- ------------------------------------------------------------------
- -------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
6.48%
- ------------------------------------------------------------------
- -------------
TYPE OF REPORTING PERSON*
12 PN
- ------------------------------------------------------------------
- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5
<PAGE>
Item 1 (a) Name of Issuer: IL Fornaio Corporation
(b) Address of Issuer's
Principal Executive
Offices: 770 Tamalpais Dr., Ste.400
Corte Madera, California 94925
Item 2 (a) Names of Person Filing: See Annex I
BAC
Robertson Parent
Investment Advisor
Black Bear Offshore
(b) Address of Principal
Business Offices: See Annex I
(c) Citizenship: See Annex I
(d) Title of Class of Common Stock
Securities:
(e) CUSIP Number: 451926109
Item 3 If this statement is filed pursuant to Rules 13d-
1(b)or 13d-2(b)
or (c), check whether the person filing is a:
(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.
78c)
(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 (15 U.S.C. 80a-8)
(e) [x] An investment adviser in accordance with
(S)240.13d-
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) [x] A parent holding company or control person
in accordance
with (S)240.13d-1(b)(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 Act of 1940 (15 U.S.C. 80a-3)
Page 6
<PAGE>
(j) [_] Group, in accordance with (S)240.13d-
1(b)(1)(ii)(J)
If this statement is filed pursuant to (S)240.13d-1(c), check this
box. [x]
Item 4 *Ownership
(a) Amount Beneficially Owned:
BAC
770,800
Robertson Parent
770,800
Investment Adviser
770,800
Black Bear Offshore
385,300
(b) Percent of Class:
BAC 12.96%
Robertson Parent 12.96%
Investment Adviser 12.96%
Black Bear Offshore 6.48%
__________
* By virtue of the corporate relationships between Reporting
Persons as
described in Item 7, BAC (the parent company) may be deemed
to possess
indirect beneficial ownership of shares beneficially owned
directly by its
subsidiaries. Similarly, higher tier BAC subsidiaries may be
deemed to possess indirect beneficial ownership of shares
beneficially owned directly by lower tier BAC subsidiaries. The
power to vote and to dispose of shares may be deemed to be shared
between entities due to their corporate relationships. 385,300 of
the shares reported are held by Black Bear Offshore Fund and the
remaining 385,500 shares are held by various funds with in the
Robertson Stephens Group, which are advised by Investment Advisor.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
BAC
0
Robertson Parent
0
Investment Adviser
0
Black Bear Offshore
0
(ii) shared power to vote or to direct the vote:
BAC
12.96%
Robertson Parent
12.96%
Investment Adviser
12.96%
Black Bear Offshore
6.48%
(iii) sole power to dispose or to direct the
disposition of:
BAC 0
Robertson Parent 0
Investment Adviser 0
Black Bear Offshore 0
(iv) shared power to dispose or to direct the
disposition of:
BAC 770,800
Robertson Parent 770,800
Investment Adviser 770,800
Black Bear Offshore 385,300
Page 7
<PAGE>
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 of
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 Subsidiaries
Which
Acquired the Security Being Reported on by the Parent
Holding
Company.
See Annex I.
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
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. (13d-1(b)).
[x] By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above 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. (13d-1(c)).
Page 8
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, the
undersigned certify that the information set forth in this
statement is true,
complete and correct.
Dated: February 6, 1999
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P.*
BLACK BEAR OFFSHORE FUND LIMITED
______________________________
*By: /s/ SATISH PATTEGAR
Senior Vice President
Corporate Compliance
BankAmerica Corporation
EXHIBIT A
---------
JOINT FILING AGREEMENT
----------------------
The undersigned hereby agree that they are filing this
statement jointly
pursuant to Rule 13d-1(f)(1). Each of them is responsible for the
timely filing
of such Schedule 13G and any amendments thereto, and for the
completeness and
accuracy of the information concerning such person contained
therein; but none
of them is responsible for the completeness or accuracy of the
information
concerning the other persons making the filing, unless such person
knows or has
reason to believe that such information is inaccurate.
Date: February 6, 1999
BANKAMERICA CORPORATION*
ROBERTSON STEPHENS INVESTMENT MANAGEMENT CO.*
ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P.*
BLACK BEAR OFFSHORE FUND LIMITED
______________________________
*By: /s/ SATISH PATTEGAR
Senior Vice President
Corporate Compliance
BankAmerica Corporation
Page 9
Annex I
This Annex identifies certain entities which may be filing
parties of the attached Schedule or which may be referred to in
the filing.
Registered Investment Companies
Each of the following entities is a series of Robertson
Stephens Investment Trust, a Massachusetts business trust. The
investment adviser for each of such entities is Robertson,
Stephens & Company Investment Management, L.P. Each is an
investment company registered under the Investment Company Act of
1940, with principal office and principal place of business at 555
California Street, Suite 2600, San Francisco, CA 94104:
The Contrarian Fund ("Contrarian")
The Robertson Stephens Developing Countries Fund ("Developing
Countries")
The Robertson Stephens Diversified Growth Fund ("Diversified
Growth")
The Robertson Stephens Emerging Growth Fund ("Emerging
Growth")
The Robertson Stephens Growth & Income Fund ("Growth &
Income")
The Information Age Fund(TM) ("Information Age")
The Robertson Stephens Global Natural Resources Fund
("Natural "Resources")
The Robertson Stephens Global Value Fund ("Global Value")
The Robertson Stephens MicroCap Growth Fund ("Micro-Cap
Growth")
The Robertson Stephens Partners Fund ("Partners")
The Robertson Stephens Value + Growth Fund ("Value + Growth")
Other Entities
The principal office and principal place of business of the
following entities is 555 California Street, Suite 2600, San
Francisco, CA 94104:
I. (a) BankAmerica Corporation ("BAC") is a Delaware
corporation. It wholly owns Robertson Parent.
(b) registered bank holding company
II. (a) Bank of America National Trust and Savings Association
("BANTSA") is a national banking association organized
under the laws of the United States.
(b) national bank
III. (a) Bayview Holdings, Inc. ("Bayview Holdings") is a
Delaware corporation. Bayview Holdings a wholly owned
subsidiary of Robertson Parent. It is managing
member of Private Equity Group.
(b) holding company
<PAGE>
IV. (a) Bayview Investors, Ltd. ("Bayview") is a
California limited partnership.
(b) investments in securities
V. (a) The Robertson Stephens Orphan Fund, L.P. ("Orphan")
is a California limited partnership.
Investment Adviser is the general partner.
(b) investments in securities
VI. (a) The Robertson Stephens Orphan Offshore Fund, L.P.
("Orphan Offshore") is a Cayman Islands limited
partnership.
Investment Adviser is the investment adviser.
(b) investment in securities
VII. (a) Robertson Stephens Investment Management Co.
("Robertson Parent") is a Delaware corporation. It is
wholly owned by BAC. It owns Bayview Holdings.
(b) holding company
VIII. (a) Robertson, Stephens & Company Investment
Management, L.P. ("Investment Adviser") is a
California limited partnership. It is
investment adviser to the Registered Investment
Companies and Orphan Offshore and General partner of
Orphan and Emerging Growth Partners.
(b) registered investment advisor
IX. (a) Robertson, Stephens & Company Private Equity
Group, L.L.C. ("Private Equity Group") is a Delaware
limited liability company. It is general partner of
Bayview and Bayview VI. It is limited
partner of Venture IV. Bayview Holdings is managing
member of
Private Equity Group.
(b) holding company
Page 2
<PAGE>
X. (a) Bayview Investors VI, L.P. ("Bayview VI") is a
California limited partnership. It is general partner of
Emerging Growth Partners, L.P. ("Emerging Growth
Partners"). Private Equity Group is its general
partner.
(b) investments in securities
XI. (a) Robertson Stephens Emerging Growth Partners, L.P. is a
California limited partnership. Bayview VI and
Investment Adviser are its general partners.
(b) investments in securities
XII. (a) RS & Co. IV, L.P. ("IV LP") is a Delaware limited
partnership.
Venture IV is its general partner. Investment
Advisor is its investment advisor.
(b) investments in securities
XIII. (a) RS & Co. Venture Partners IV ("Venture IV"), is a
Delaware
limited partnership. Its general partners are M.
Kathleen Behrens
and David L. Goldsmith. Its investment adviser is
Investment
Adviser. It is general partner to IV LP.
(b) holding company
XIV. (a) The Robertson Stephens Black Bear Fund I, L.P. ("Black
Bear"), is a California limited partnership. Its general
partner and investment adviser is Investment Adviser.
(b) investments in securities
XV. (a) Black Bear Fund II, L.L.C. ("Black Bear II"), is a
California limited partnership. Investment Adviser
is its investment adviser.
(b) investments in securities
XVI. (a) Black Bear Offshore Fund Limited ("Black Bear
Offshore"), is a Cayman Islands limited partnership.
Investment Adviser is its investment adviser.
(b) investments in securities
Page 3
