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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
________________________________________________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Gupta Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
0004032341
(CUSIP Number)
Raymond L. Ocampo, Jr.
Senior Vice President, General Counsel
and Corporate Secretary
Oracle Systems Corporation
500 Oracle Parkway
Redwood City, California 94065
(415) 506-5100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
July 19, 1994
(Date of Event which Requires Filing of this Statement)
______________________________________________________________________________
______________________________________________________________________________
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
This Report contains 4 pages. Page 1 of 4 Pages
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CUSIP No. 13D Page 2 of 4 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Oracle Systems Corporation
IRS Employer Identification Number: 94-2871189
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a) N/A
[ ] (b) N/A
(3) SEC Use Only ______________________________________________________
___________________________________________________________________
(4) Source of Funds (See Instructions) WC
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). [X]
(6) Citizenship or Place of Organization Delaware
<TABLE>
<S> <C>
____________
Number of (7) Sole Voting Power 280,500
Shares
Beneficially (8) Shared Voting Power _______________________________
Owned by ___________________________________________________
Each (9) Sole Dispositive Power 280,500
Reporting
Person (10) Shared Dispositive Power __________________________
With ___________________________________________________
____________
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 280,500
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11) 2.4%
(14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 13D Page 3 of 4 Pages
This Amendment No. 1 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on July 18, 1994 by Oracle
Systems Corporation (the "Schedule 13D"). The class of equity securities
to which this Amendment No. 1 relates is the Common Stock, no par value
(the "Common Stock"), of Gupta Corporation, a California corporation
(the "Issuer"), with its principal executive offices located at 1060 Marsh
Road, Menlo Park, California 94025.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety to read in
full as follows:
"Oracle has entered into discussions with the management of the Issuer
regarding the possible business combination of the Issuer with Oracle. Oracle's
investment bankers met with the Board of the Issuer and its investment bankers
on July 20, 1994 to discuss a combination, which could be effected through the
use of cash, stock or a combination thereof. Oracle's investment bankers were
advised that the Issuer would like additional time to evaluate its business
and strategic alternatives prior to continuing the discussions. Oracle regards
the discussions as ongoing.
Oracle intends to continue its discussions with the Issuer concerning
a possible business combination. Oracle is not able to predict the outcome of
these discussions. Oracle's willingness to enter into a business combination
with the Issuer is dependent on price, terms, the Issuer's business,
financial condition, results of operations and prospects, general economic
conditions and industry conditions, as well as other developments and investment
opportunities.
Oracle initially acquired the Securities because it believed that the
Securities represented an attractive investment opportunity. Oracle will
continue to evaluate its investment in the Issuer on the basis of various
factors, including the Issuer's business, financial condition, results of
operations and prospects, general economic and industry conditions, the
securities markets in general and those for the Issuer's securities in
particular, as well as other developments and investment opportunities. Based
upon such evaluation, Oracle will take such actions in the future as Oracle may
deem appropriate in light of the circumstances existing from time to time. If
Oracle believes that further investment in the Issuer is warranted, whether
because of the market price of the Issuer's securities or otherwise, it may
acquire shares of Common Stock or other securities of the Issuer, either in
the open market or in privately negotiated transactions. Similarly, depending
on market and other factors, Oracle may determine to dispose of some or all of
the Securities currently owned by Oracle or otherwise acquired by Oracle,
either in the open market or in privately negotiated transactions.
Except as set forth above, Oracle has not formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of the securities of
the Issuer, (b) an extraordinary corporate transaction involving the Issuer
or any of its subsidiaries, (c) a sale or transfer of a material amount of the
assets of the Issuer or any of its subsidiaries, (d) any change in the present
board of directors or management of the Issuer, (e) any material change in
the Issuer's capitalization or dividend policy, (f) any other material change
in the Issuer's charter or bylaws or other instrument corresponding thereto or
other action which may impede the acquisition or control of the Issuer by any
person, (h) causing a class of the Issuer's securities to be deregistered or
delisted, (i) a class of equity securities of the Issuer becoming eligible
for termination of registration or (j) any action similar to any of those
enumerated above. Oracle, however reserves the right, either individually or
together with one or more of the other shareholders of the Issuer, to
determine in the future to take or cause to be taken one or more of such
actions."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended in its entirety to read as
follows:
"As of July 18, 1994, Oracle held 915,500 shares of Common Stock,
representing approximately 7.7% of the 11,915,109 shares of Common Stock
outstanding as of May 10, 1994, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994. On July 19, 1994, Oracle sold
in open-market transactions 430,000 shares of Common Stock, reducing its
ownership to 485,500 shares of Common Stock, or 4.1% of the outstanding Common
Stock. On July 20, 1994, Oracle sold in open-market transactions 205,000 shares
of Common Stock, reducing its ownership to 280,500 shares of Common Stock, or
2.4% of the outstanding Common Stock. To the best of Oracle's knowledge, no
other person named in Item 2 above beneficially owns any of the Issuer's Common
Stock.
During the 60 days prior to the date hereof, Oracle has effected the
following purchases and sales of Common Stock, all of which were open-market
transactions:
<TABLE>
<CAPTION>
Purchase(P) Number of Price
Date or Sale(S) Shares Per Share
---- ------------ ------------ ---------
<S> <C> <C> <C>
June 10, 1994 P 85,000 10.7500
June 13, 1994 P 150,000 11.0250
June 14, 1994 P 113,000 11.1250
June 15, 1994 P 72,500 11.8001
June 16, 1994 P 35,000 12.0001
June 17, 1994 P 45,000 11.9446
June 20, 1994 P 20,000 12.0000
June 20, 1994 P 5,000 12.0008
June 21, 1994 P 35,000 11.9911
June 23, 1994 P 5,000 12.0008
July 7, 1994 P 65,000 8.1538
July 8, 1994 P 100,000 8.7125
July 11, 1994 P 60,000 9.4792
July 13, 1994 P 25,000 10.0002
July 14, 1994 P 100,000 10.4910
July 19, 1994 S 430,000 13.3840
July 20, 1994 S 205,000 13.0670"
</TABLE>
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CUSIP No. 13D Page 4 of 4 Pages
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.
July 20, 1994
ORACLE SYSTEMS CORPORATION
By /s/ Raymond L. Ocampo, Jr.
Name: Raymond L. Ocampo, Jr.
Title: Senior Vice President,
General Counsel and
Corporate Secretary
