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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Consilium, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
20854710
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(CUSIP Number)
*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. 20854710
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Closeburn Management Ltd.
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Citizenship or Place of Organization Canada
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Number of (5) Sole Voting Power 942,085 shares
Shares Bene-
ficially
Owned by --------------------------------------------------------------
Each Report- (6) Shared Voting Power 0
ing Person
With
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(7) Sole Dispositive Power 942,085 shares
--------------------------------------------------------------
(8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
942,085 shares
- --------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
- --------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
11.9%
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(12) Type of Reporting Person (See Instructions)
CO,OO*
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* Please See Item 6 herein.
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CUSIP No. 20854710
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Michael H. Iles
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Citizenship or Place of Organization Canada
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Number of (5) Sole Voting Power See Items 4 and 6
Shares Bene-
ficially
Owned by --------------------------------------------------------------
Each Report- (6) Shared Voting Power 0
ing Person
With
--------------------------------------------------------------
(7) Sole Dispositive Power See Items 4 and 6
--------------------------------------------------------------
(8) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
See Items 4 and 6
- --------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
See Item 4
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(11) Percent of Class Represented by Amount in Row (9)
See Items 4 and 6
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(12) Type of Reporting Person
IN**
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** Please See Item 6 herein.
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ITEM 1(A) NAME OF ISSUER:
Consilium, Inc. ("Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
485 Clyde Avenue
Mountain View, California 94043
ITEM 2(A) NAME OF PERSONS FILING:
(i) Closeburn Management Ltd.
(ii) Michael H. Iles
Item 2(b) Address of Principal Business Office or, if none, Residence:
260 Engleburn Avenue
Peterborough, Ontario K9H 1S7
Canada
Item 2(c) Citizenship:
(i) Closeburn Management Ltd. is organized under the laws of
Canada.
(ii) Michael H. Iles is a citizen of Canada.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value ("Common Stock")
Item 2(e) CUSIP Number: 20854710
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
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(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)
(G).
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
</TABLE>
ITEM 4 OWNERSHIP:
Closeburn Management Ltd.:
(a) Amount Beneficially Owned by the Reporting Person (as of
December 31, 1996): 942,085 shares
(b) Percent of Class: 11.9%
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote: 942,085 shares
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or direct the disposition of: 942,085
shares
(iv) shared power to dispose or direct the disposition of: none
Michael H. Iles:
(a) Amount Beneficially Owned by the Reporting Person (as of
December 31, 1996): 987,185 shares
(b) Percent of Class: 12.5%
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote: 987,185 shares
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or direct the disposition of: 987,185
shares
(iv) shared power to dispose or direct the disposition of: none
The number of shares reported by Michael H. Iles in Item 4(a) of this
Schedule 13G does not include 24,600 shares of the Issuer's Common
Stock registered in the name of Lievre Valley Investment Club, an
investment club of which a wholly-owned corporation of Michael Iles is
a member. Mr. Iles disclaims beneficial ownership of such 24,600
shares, and the filing of this Schedule 13G shall not be construed as
an
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admission that Mr. Iles is, for the purposes of Section 13(d) or 13(g)
of the Act, the beneficial owner of any such securities.
See also the response to Item 6, which information is incorporated by
reference in this Item 4.
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.
The record holder of 942,085 shares of Common Stock
covered by this Schedule 13G is Technology Investors I Limited
Partnership, a limited partnership organized under the laws of
Ontario (the "Customer") whose sole general partner is a
wholly-owned subsidiary of Closeburn Management Ltd., a
corporation organized under the laws of Canada ("Closeburn").
Closeburn acts as the investment manager of the Customer, and
the Customer has the right to receive any dividends on or
proceeds from the sale of such securities. Closeburn is
wholly-owned by Michael H. Iles, a citizen of Canada ("Iles").
Because Closeburn is wholly-owned by Iles, Iles may be deemed
the beneficial owner of the 942,085 shares of Common Stock
held of record by the Customer. Both Closeburn and Iles are
submitting this Schedule 13G pursuant to the "no- action"
letter dated December 16, 1993, from the Office of Tender
Offers of the Division of Corporate Finance to Iles &
Isherwood Inc., the name under which Closeburn was formerly
known.
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 A GROUP.
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10 CERTIFICATION.
By signing below I (the undersigned) certify that, to
the best of my (its) knowledge and belief, the securities
referred to above were acquired in the
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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.
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After reasonable inquiry and to the best of my (its) knowledge and
belief, I (the undersigned) certify that the information set forth in this
statement is true, complete and correct.
Dated: February 4, 1997
/s/ Michael H. Iles CLOSEBURN MANAGEMENT LTD.
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Michael H. Iles
By: /s/ Michael H. Iles
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Name: Michael H. Iles
Title: President
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