SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Enterprise Systems, Inc.
(Name of Issuer)
Common Stock, no par value
(Title or Class of Securities)
293797106
(CUSIP Number)
Check the following box if a fee is being paid with this statement. [ ]
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CID Ventures, 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
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CID Equity Partners I, 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
Indiana
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CID Equity Capital III, 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
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CID Equity Partners II
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Alpin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 5,931
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,931
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,931
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 293797106
---------
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Compton
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 42,056
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 42,0560
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,056
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.5%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Hackett
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 310
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 310
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 293797106
<PAGE>
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin E. Sheehan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<S> <C>
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
</TABLE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
IN
<PAGE>
DOCUMENT - 8 1/2 X 11"
<PAGE>
SCHEDULE 13G
ITEM 1.
(A) AND (B). This statement relates to the Common Stock of Enterprise
Systems, Inc., a Delaware corporation ("ESI"), with principal executive
offices at 1400 South Wolf Road, Wheeling, Illinois, 60090-6524.
ITEM 2.
(A)-(C). The persons filing this statement are CID Ventures, L.P., CID
Equity Partners I, L.P., CID Equity Capital III, L.P., CID Equity Partners II,
John C. Aplin, Robert A. Compton, John T. Hackett and Kevin E. Sheehan
(collectively, the "Reporting Persons", and individually, a "Reporting
Person"). CID Ventures, L.P. is a limited partnership organized under
Delaware law. CID Equity Partners I, L.P. is a limited partnership organized
under Indiana law and is the general partner of CID Ventures, L.P. Messrs.
Aplin, Compton and Hackett are the general partners of CID Equity Partners I,
L.P.
CID Ventures, L.P. and CID Equity Partners I, L.P. have certain unrelated
individuals and entities as limited partners. The limited partners have the
right to receive dividends from, and proceeds from the sale of, the ESI shares
held by CID Ventures, L.P. as determined from time to time by John C. Aplin,
Robert A. Compton and John T. Hackett, the general partners of CID Equity
Partners I, L.P., the general partner of CID Ventures, L.P. The limited
partners, however, do not have voting or investment power with respect to the
shares held by CID Ventures, L.P.
CID Equity Capital III, L.P. is a limited partnership organized under
Delaware law. CID Equity Partners II is a general partnership organized under
Indiana law and is the general partner of CID Equity Capital III, L.P.
Messrs. Aplin, Compton, Hackett and Sheehan are the general partners of CID
Equity Partners II.
CID Equity Capital III, L.P. has certain unrelated individuals and
entities as limited partners. The limited partners have the right to receive
dividends from, and proceeds from the sale of, the ESI shares held by CID
Equity Capital III, L.P. as determined from time to time by John C. Aplin,
Robert A. Compton, John T. Hackett and Kevin E. Sheehan, the general partners
of CID Equity Partners II, the general partner of CID Equity Capital III, L.P.
The limited partners, however, do not have voting or investment power with
respect to the shares held by CID Equity Capital III, L.P.
Messrs. Aplin, Compton, Hackett and Sheehan are U.S. citizens.
The principal business office of all Reporting Persons is located at One
American Square, Suite 2850, Box 82074, Indianapolis, Indiana 46282.
(D) AND (E). This statement relates to the Common Stock, no par value,
of ESI, and the CUSIP number for such securities is 293797106.
ITEM 3.
Not Applicable.
ITEM 4. OWNERSHIP.
Not Applicable.
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 Persons have ceased to be the beneficial owners 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 SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable.
<PAGE>
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.
Date: February 14, 1997
CID VENTURES, L.P.
By: CID Equity Partners I, L.P., its General Partner
By: /s/ John T. Hackett
John T. Hackett
Managing General Partner
