SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13-2(b)
(Amendment No. 1)*
BOOLE & BABBAGE, INC.
_____________________
(Name of Issuer)
Common Stock, $0.001 Par Value
______________________________
(Title of Class of Securities)
098586100
______________
(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 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 page(s)
Page 1 of 15 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 2 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,476,736
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,476,736
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,476,736
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.33%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 3 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,476,736
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,476,736
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,476,736
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.33%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 4 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 66,901
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 66,901
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
66,901
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.24%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 5 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 33,448
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 33,448
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
33,448
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.12%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 6 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 100,349
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 100,349
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
100,349
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (9)
.36%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 7 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 100,349
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 100,349
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
100,349
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (11)
.36%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 8 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,577,085
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,577,085
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,577,085
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.69%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 15 Pages
Item 1(a) Name of Issuer:
Boole & Babbage, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
3131 Zanker Road, San Jose, CA 95134.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
ii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
iii) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
iv) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
v) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
vi) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
viii) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held for
the accounts of Winston L.P., Winston LDC and Winston LLC.
CFM is a Delaware limited partnership and the general partner
of Winston L.P. Dr. Chatterjee is the sole general partner of CFM.
Chatterjee Advisors, a Delaware limited liability company that
is managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
Chatterjee Management, a Delaware corporation that is managed
and controlled by Dr. Chatterjee, serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
<PAGE>
Page 10 of 15 Pages
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Winston LDC is
Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the
principal business office of each of Winston L.P., CFM, Winston LLC, Chatterjee
Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th
Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) Winston L.P. is a Delaware limited partnership;
ii) CFM is a Delaware limited partnership;
iii) Winston LDC is a Cayman Islands exempted limited
duration company;
iv) Winston LLC is a Delaware limited liability company;
v) Chatterjee Advisors is a Delaware limited liability
company;
vi) Chatterjee Management is a Delaware corporation; and
vii) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
098586100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 1999, each of the Reporting
Persons may be deemed the beneficial owner of the
following number of Shares:
(i) Each of Winston L.P. and CFM may be deemed the
beneficial owner of the 1,476,736 Shares held for the
account of Winston L.P.
(ii) Winston LDC may be deemed the beneficial owner
of 66,901 Shares held for its account.
(iii) Winston LLC may be deemed the beneficial owner
of 33,448 Shares held for its account.
<PAGE>
Page 11 of 15 Pages
(vi) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
100,349 Shares. This number consists of (A) 66,901
Shares held for the account of Winston LDC and (B)
33,448 Shares held for the account of Winston LLC.
(v) Dr. Chatterjee may be deemed the beneficial
owner of 1,577,085 Shares. This number consists of
(A) 100,349 Shares which Chatterjee Management and
Chatterjee Advisors may be deemed to own beneficially
and (B) 1,476,736 Shares held for the account of
Winston L.P.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of Winston
L.P. and CFM may be deemed to be the beneficial owner
constitutes approximately 5.33% of the total number
of Shares outstanding.
(ii) The number of Shares of which Winston LDC may
be deemed to be the beneficial owner constitutes
approximately .24% of the total number of Shares
outstanding.
(iii) The number of Shares of which Winston LLC may
be deemed to be the beneficial owner constitutes
approximately .12% of the total number of Shares
outstanding.
(iv) The number of Shares of which each of
Chatterjee Advisors and Chatterjee Management may be
deemed to be the beneficial owner constitutes
approximately .36% of the total number of Shares
outstanding.
(v) The number of Shares of which Dr. Chatterjee
may be deemed to be the beneficial owner constitutes
approximately 5.69% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 1,476,736
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,476,736
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 1,476,736
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,476,736
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 12 of 15 Pages
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 66,901
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 66,901
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 33,448
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 33,448
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 100,349
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 100,349
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 100,349
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 100,349
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 1,577,085
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,577,085
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 13 of 15 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Winston L.P. in accordance with their
partnership interests in Winston L.P.
(ii) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(iii) The members of Winston LLC have the right to participate
in the receipt of dividends from, or proceeds from the sale of, Shares held by
Winston LLC in accordance with their ownership interests in Winston LLC.
Each of Winston L.P. and CFM expressly disclaims beneficial ownership
of any Shares held directly for the accounts of Winston LDC and Winston LLC.
Winston LDC expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P. and Winston LLC. Winston LLC expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Winston L.P. and Winston LDC. Each of Chatterjee Advisors and Chatterjee
Management expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its 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.
<PAGE>
Page 14 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
--------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWTIZ
-------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: February 12, 1999 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWTIZ
-------------------------------
Peter Hurwitz
Manager
Date: February 12, 1999 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
------------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 15 of 15 Pages
Date: February 12, 1999 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Vice President
Date: February 12, 1999 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
