UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
System Software Associates, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
87183910
(CUSIP Number)
Check the following box if a fee is being paid with this statement _____.
(A fee is not required only if the filing person: has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item I; 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).
CUSIP No. 87183910
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Asset Management 23-2778393
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington - West Chester Pike, Chadds Ford, PA 19317
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
4,806,975
6
SHARED VOTING POWER
70,400
7
SOLE DISPOSITIVE POWER
5,244,624
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,244,624
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.02%
12
TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer.
System Software Associates, Inc.
(b) Address of Issuer's Principal Executive Offices.
500 West Madison Street, 32nd Floor, Chicago, IL 60661
Item 2.
(a) Name of Person Filing. Gardner Lewis Asset Management, L.P.
(b) Address of Principal Business Office or, if none, Residence.
285 Wilmington - West Chester Pike, Chadds Ford, PA 19317
(c) Citizenship. USA
(d) Title of Class of Securities. Common
(e) CUSIP Number. 87183910
Item 3. If this statement is filed pursuant to Rule 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 Advisor registered under section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify
those shares which there is a right to acquire.
(a) Amount Beneficially Owned 5,244,624
(b) Percent of Class 11.02%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 4,806,975
(ii) shared power to vote or to direct the vote 70,400
(iii) sole power to dispose or to direct the disposition of 5,244,624
(iv) shared power to dispose or to direct the disposition of 0
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).
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 _.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
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 have 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.
February 16, 1999
Date
Signature
W. Whitfield Gardner Chairman and CEO
Name/Title
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