<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Desktop Data, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
27057H-10-1
(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: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; 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
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).
Page 1 of 10 Pages
<PAGE> 2
CUSIP No. 27057H-10-1 13G/A Page 2 of 10 Pages
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<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
William Blair Venture Partners III Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 213,120 Shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH 213,120 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,120 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.43%
12 TYPE OF REPORTING PERSON*
PN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 27057H-10-1 13G/A Page 3 of 10 Pages
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<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
William Blair Venture Management Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 213,120 Shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH 213,120 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,120 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.43%
12 TYPE OF REPORTING PERSON*
PN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 27057H-10-1 13G/A Page 4 of 10 Pages
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<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
Samuel B. Guren
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 213,120 Shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH 213,120 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,120 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.43%
12 TYPE OF REPORTING PERSON*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 27057H-10-1 13G/A Page 5 of 10 Pages
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<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
William Blair & Company, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 213,120 Shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH 213,120 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,120 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.43%
12 TYPE OF REPORTING PERSON*
PN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
AMENDMENT NO. 1
TO SCHEDULE 13G
ITEM 1(a) NAME OF ISSUER:
Desktop Data, Inc.
ITEM 1(b) NAME OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
80 Blanchard Road
Burlington, MA 01803
ITEM 2(a) NAME OF PERSON FILING:
- William Blair Venture Partners III Limited
Partnership ("VPIII")
- William Blair Venture Management Company ("Venture
Management")
- Samuel B. Guren ("Guren")
- William Blair & Company ("Blair")
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
222 West Adams Street
Chicago, Illinois 60606
ITEM 2(c) CITIZENSHIP
VPIII is an Illinois limited partnership. Venture Management and
Blair are Illinois general partnerships. Guren is a United States
citizen.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share (the "Shares")
ITEM 2(e) CUSIP NO.:
27057H-10-1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
This statement is not being filed pursuant to Rules 13d-1(b) or
13d-2(b).
ITEM 4 OWNERSHIP
(a) Amount Beneficially Owned: 213,120 Shares
(b) Percent of Class: 2.43%
(c) Number of shares as to which such person has:
(is) Sole power to vote or to direct the vote:
None
Pages 6 of 13 Pages
<PAGE> 7
(ii) Shared power to vote or to direct the vote:
213,120
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
213,120 Shares
VPIII directly beneficially owns 213,120 Shares on behalf of its
partners. By virtue of being general partner of VPIII, Venture Manager may be
deemed to possess indirect beneficial ownership of the Shares. By virtue of
being managing partner of Venture Management, Guren may be deemed to possess
indirect beneficial ownership of the Shares. By virtue of being general
partner of Venture Management with the right to veto investment decisions made
by Venture Management, Blair may be deemed to possess indirect beneficial
ownership of the Shares. By virtue of being partners of Venture Management or
Blair, the individuals listed on Annex is hereto may be deemed to possess
indirect beneficial ownership of the Shares. Guren and Blair share power to
vote or to direct the vote and share power to dispose or to direct the
deposition of the Shares. No individual has sole power to vote, to direct to
vote, to dispose of or to direct the disposition of the Shares.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This statement is being filed to report the fact that the
Reporting Persons have ceased to be the beneficial owners of
more than 5% of the outstanding Common Stock
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 GROUP:
Not applicable
ITEM 10 CERTIFICATION:
Not applicable
Page 7 of 13 Pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, is certify that the information set forth in this statement is true,
complete and correct.
Date: April __, 1997
WILLIAM BLAIR & COMPANY, L.L.C.
By: _______________________________
Its: Chief Financial Officer
Page 8 of 13 Pages
<PAGE> 9
EXHIBIT I
---------
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(is) The undersigned and each other person executing this
Agreement are individually eligible to use the Schedule 13G to which this
Exhibit is attached and such Schedule 13G is filed on behalf of the
undersigned and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this
Agreement are responsible for the timely filing of such Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of the undersigned or any
other person executing this Agreement is responsible for the completeness or
accuracy of the information statement concerning any other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
Date: April 2, 1997.
WILLIAM BLAIR VENTURE PARTNER III
LIMITED PARTNERSHIP
By: William Blair Venture
Management Company
Its: General Partner
By: /s/Ellen Carnahan
-------------------------------
Its: General Partner
WILLIAM BLAIR VENTURE
MANAGEMENT
COMPANY
By:
-------------------------------
Its: General Partner
/s/Samuel B. Guren
-------------------------------
SAMUEL B. GUREN
WILLIAM BLAIR & COMPANY, L.L.C.
By: /s/Alex Campbell
-------------------------------
Its: Chief Financial Officer
Page 9 of 13 Pages
<PAGE> 10
ANNEX I
GENERAL PARTNERS OF VENTURE MANAGEMENT
Set forth below are the names and present principal occupations
of the general partners of Venture Management. Except as otherwise set forth
below, the principal business address of each such person is 222 West Adams
Street, Chicago, Illinois 60606. All of the persons listed below are United
States citizens.
<TABLE>
<CAPTION>
<S> <C>
GENERAL PARTNER PRINCIPAL OCCUPATION
- ---------------- --------------------
Gregg S. Newmark Venture Capitalist
Ellen Carnahan Venture Capitalist
Samuel B. Guren Venture Capitalist
</TABLE>
GENERAL PRINCIPALS OF WILLIAM BLAIR & COMPANY, L.L.C.
The following table sets forth the name, business address and current
principal occupation or employment of each of the general principals of William
Blair & Company, L.L.C. Unless otherwise indicated, all occupations, offices
or positions of employment listed opposite an individual's name have been held
by such individual with Blair for at least five years. Each individual listed
below is a citizen of the United States except Christoph B. Fuchs and Albert J.
Lacher, who are citizens of Switzerland, Kurt L. Buechel, who is a citizen of
Liechtenstein and Stefan P. Chaligne, who is a citizen of France. Unless
otherwise indicated, the business address of each partner is 222 West Adams
Street, Chicago, Illinois.
Page 10 of 13 Pages
<PAGE> 11
WILLIAM BLAIR & COMPANY, L.L.C. CURRENT PRINCIPAL OCCUPATION
LIST OF PRINCIPALS AT JAN, 1, OR EMPLOYMENT AND FIVE-YEAR
1997 NAME (CITIZENSHIP) EMPLOYMENT HISTORY
JAMES J. ARADO Broker
STEVEN J. ASHBY Manager-Operations
NOLAN H. BAIRD, JR. Investment Manager;Executive Vice President,
Stein Roe & Farnham 6/60 to 5/95
MICHAEL P. BALKIN Broker
JAMES L. BARBER Manager-Investment Management
MICHAEL W. BARONE Trader
ROBERT R. BARTELS Research Analyst
ROSS BAUMGARTEN Broker
JOHN H. BEEBE JR. Broker
BOWEN BLAIR Investment Manager
EDWARD MCC. BLAIR Investment Banker
EDWARD MCC. BLAIR, JR. Investment Banker
MARK G. BRADY Investment Banker
JOHN J. BRANSFIELD, JR. Broker
KATHLEEN WIELAND BROWN Manager-Compliance
KURT L. BUECHEL (Liechtenstein) Broker
HARVEY H. BUNDY III Manager-Research
W. NEWTON BURDICK III Manager-MIS
BERNARD L. BURNSTINE Broker
JOSEPH J. BURRELLO Trader
MADELYN S. BYRNE Broker
STEPHEN CAMPBELL Manager-Financial Control
RUSSELL R. CAMPION Broker
ELLEN CARNAHAN Venture Capital Professional
JOHN L. CARTON Corporate Finance Professional
ROBERT W. CARTWRIGHT Broker
STEFAN P. CHALIGNE (France) Broker
DAVID G. CHANDLER Merchant Banker
MARC W. CHRISTMAN Broker
MICHELLE L. COLLINS Broker
E. DAVID COOLIDGE III Managing Principal
CHRISTOPHER A. COTTER Broker
RICHARD D. COUGHLIN Broker
RAYMOND F. COYNE Broker
THOMAS J. CROGHAN Broker; First VP Sales, Smith Barney
8/83 to 4/93
MICHAEL T. DAVIS Broker
EDWARD J. DELLIN Broker
JOHN M. DRAPER Broker
STEPHEN E. ELKINS Broker
RONALD D. EMERICK Corporate Finance Professional; Private
Placements, Robertson, Stephens & Co.
6/89 to 1/93
JOHN R. ETTELSON Broker
CHRISTINE N. EVANS KELLY Public Finance Professional
DAVID T. FARINA Research Analyst; Student to 6/92
FRANCIS C. FARWELL Broker
F. CONRAD FISCHER Investment Manager
GARY J. FISHER Trader
THOMAS A. FITZSIMMONS Broker
Page 11 of 13 Pages
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C>
ROBERT C. FIX Broker
PAUL W. FRANKE Broker
CHARLES W. FREEBURG Public Finance Professional
CHRISTOPH B. FUCHS (Switzerland) Broker
MARK A. FULLER III Broker
JOHN R. GARDNER Broker
MICHAEL D. GENTILE Broker
RICHARD D. GOTTFRED Broker
JOHN K. GREENE Investment Manager
THOMAS L. GREENE Trader
J. TERRY HEATH Broker
DWIGHT E. HELM Research Analyst
JAMES P. HICKEY Research Analyst
JOHN H. HICKS Broker
CHARLES H. HODGES IV Broker
MORTIMER G. HUBER Broker
WILLIAM IANNESSA Trader
EDGAR D. JANNOTTA Manager-Capital Partners
EDGAR D. JANNOTTA, JR. Investment Banker
STEPHEN D. JACOBSON Public Finance Professional
RICHARD S. KAPLAN Research Analyst
THEODORE C. KAUSS, JR. Investment Manager;
Selected Financial Services 7/92-11/93,
Continental Bank 2/63-7/92
JOHN P. KAYSER Chief Financial Officer
KATHLEEN KIDDER Trader
RICHARD M. KING Corporate Finance Professional
RICHARD P. KIPHART Corporate Finance Professional
JAMES S. KOWSKI Broker
ANTHONY J. KRISS Trader
THOMAS R. KULLY Research Analyst
ALBERT J. LACHER (Switzerland) Manager-International-Broker
JOSEPH F. LAMANNA Broker
LOUISE LANE Broker
ROBERT C. LANPHIER IV Broker
ALAN A. LAZZARA Broker
LAURA J. LEDERMAN Research Analyst
JAMES W. MABIE Broker
TIMOTHY J. MACKENZIE Merchant Banker Professional;
Merchant Banker Professional,
Fiduciary Capital 8/90 to 12/92
LOUI L. MARVER Broker
CHARLES M. MCDONALD Research Analyst
JAMES D. MCKINNEY Manager-Fixed Income
CARLETTE C. MCMULLAN Broker
JAMES M. MCMULLAN Manager-Retail Sales
ARDA M. MINOCHERHOMJEE Research Analyst;
Vice President, Chicago Corp.
2/89 to 2/92
JUDITH B. MORLEY Broker
RICHARD F. MORRIS Broker
DAVID W. MORRISON Public Finance Professional
TERRENCE G. MULDOON Manager-Operations Systems
TIMOTHY M. MURRAY Merchant Banking Professional
BENTLEY M. MYER Portfolio Manager
</TABLE>
Page 12 of 13 Pages
<PAGE> 13
ROBERT D. NEWMAN Investment Manager-Financial Analyst
GREGG S. NEWMARK Venture Capital Professional
JOHN P. NICHOLAS Investment Manager
DAVID G. O'NEILL Research Analyst
THOMAS P. OWEN Broker
R. SCOTT PATTERSON Corporate Finance Professional
WILLIAM C. PERLITZ Broker
L. RICHARD PETRACCA III Broker
DAVID C. PHILLIPS Broker
MICHAEL A. PITT Manager-Syndicate Department
THOMAS S. POSTEK Research Analyst
GREGORY J. PUSINELLI Investment Manager;
Sr. VP, Stein Roe & Farnham
12/86 to 2/95
PHILIP W. REITZ Corporate Finance Professional, Assoc. VP
WILILAM J. RODDY Broker; VP Institutional Sales, C.S. First Boston
7/92 to 7/94, Kemper Securities 7/87 to 7/92
ERIC B. ROWLEY Broker
STEVEN M. RYAN Broker
ALFRED J. SALVINO Broker
NEAL L. SELTZER Investment Manager
BARBARA J. SEMENS Broker
RICHARD K. SHEINER Merchant Banking Professional
TERRANCE M. SHIPP Merchant Banking Professional
RITA J. SPITZ Broker
RONALD B. STANSELL Broker
DAVID M. STONE Investment Manager
THOMAS H. STORY Investment Manager
JOHN A. SVOBODA Corporate Finance Professional
RAYMOND J. TEBOREK Investment Manager
MARK A. TIMMERMAN Broker
NORBERT W. TRUDERUNG Investment Manager
W. JAMES TRUETTNER JR. Investment Manager
MARC J. WALFISH Merchant Banking Professional
JAMES E. WASHBURN Broker
DANIEL A. WEISS Marketing Professional; Marketing Manager,
Statford Advisory Group 10/90 to 5/93
DANIEL J. WILSON Broker
ROBERT V. WITTIG Broker
DALE WEST WYANT Broker
KARL H. VELDE JR. Broker
Page 13 of 13 Pages
