<PAGE>
OMB APPROVAL
OMB Number:3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Auspex Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
052116100
(CUSIP Number)
Carolyn R. Klasco, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 26, 2000
(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(e), 13d-1(f)
or 13d-1(g), check the following box /XX/
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
* 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 on 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1746 (10-97)
SCHEDULE 13D
CUSIP No. 052116100 Page 2 of 12 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
West Highland Capital, Inc.
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS* AF
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,000,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9 %
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO and IA
- ------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 052116100 Page 3 of 12 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Lang H. Gerhard
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS* AF
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,000,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 052116100 Page 4 of 12 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Estero Partners, LLC
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS* AF
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,823,987
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
2,823,987
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,987
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 052116100 Page 5 of 12 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
West Highland Partners, L.P.
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,283,092
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
2,283,092
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,283,092
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 052116100 Page 6 of 12 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $0.001 par value
(the "Common Stock"), of Auspex Systems, Inc., a corporation
organized under the laws of Delaware (the "Issuer"). The address
of the principal executive offices of the Issuer is 2300 Central
Expressway, Santa Clara, California 95050.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the persons filing this statement are Lang H.
Gerhard ("Gerhard"), West Highland Capital, Inc., a California
corporation ("WHC"), West Highland Partners, L.P., a California
limited partnership ("WHP"), and Estero Partners, LLC, a California
limited liability company ("LLC") (collectively, the "Filers").
(b) The principal business office of the Filers is located at 300
Drake's Landing Road, Suite 290, Greenbrae, CA 94904.
(c) Gerhard is the sole director and occupies all the executive
offices of WHC, which is an investment adviser. Gerhard is the
sole manager of LLC. WHC, LLC and Gerhard are the general partners
of WHP. WHP is an investment limited partnership.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of such persons was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Gerhard is a citizen of the United States of America.
SCHEDULE 13D
CUSIP No. 052116100 Page 7 of 12 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Common Stock
were as follows:
Purchaser Source of Funds Amount
WHC Funds Under Management(1) $28,062,285.00
WHP Working Capital $21,300,753.00
(1) Includes funds invested by WHP and other investment
advisory clients in Common Stock
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was acquired for investment. Since acquiring the
Common Stock, Mr. Gerhard and other representatives of WHC have
been monitoring the Issuer's quarterly performance and have had
meetings and other discussions with the Issuer's management. In
addition, Mr. Gerhard and other representatives of WHC have
exchanged views about the Issuer's performance and future prospects
with other stockholders of the Issuer and securities analysts who
follow the Issuer. As a result of the Issuer's fiscal second
quarter performance and financial situation and a recent private
financing by the Issuer, Mr. Gerhard and other representatives of
WHC have concluded that the Issuer should consider taking prompt
actions to improve stockholder value. Such actions could include
but may not be limited to adding additional outside directors to
the board of directors and making management changes. Mr. Gerhard
and other representatives of WHC will discuss their views with
members of the Issuer's board of directors and management and will
continue to exchange views with other stockholders of the Issuer
and securities analysts. In the future, the Filers may decide to
purchase additional shares of Common Stock, or sell part or all of
their current holdings of Common Stock.
Except as set forth above, none of the Filers has any plans or
intentions that would relate to or result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
SCHEDULE 13D
CUSIP No. 052116100 Page 8 of 12 Pages
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure including but not limited to, if the issuer is
a registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Common Stock of the persons named
in Item 2 of this statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
WHC 3,000,000 10.9% 0 3,000,000 0 3,000,000
Gerhard 3,000,000 10.9% 0 3,000,000 0 3,000,000
LLC 2,823,987 10.3% 0 2,823,987 0 2,823,987
WHP 2,283,092 8.3% 0 2,283,092 0 2,283,092
SCHEDULE 13D
CUSIP No. 052116100 Page 9 of 12 Pages
The persons filing this statement effected the following
transactions in the Common Stock on the dates indicated, and such
transactions are the only transactions by the persons filing this
statement in the Common Stock since October 30, 1999:
Purchase Number Price
Name or Sale Date of Shares Per Share
WHP P 11/05/99 15,100 5.875
WHC P 11/05/99 4,900 5.875
WHP P 11/10/99 5,655 6.375
WHC P 11/10/99 1,845 6.375
WHP P 12/28/99 75,400 7.0938
WHC P 12/28/99 24.600 7.0938
WHP P 12/29/99 3,800 7.0775
WHP P 12/29/99 3,800 7.000
WHP P 12/29/99 56,600 7.1667
WHC P 12/29/99 18,400 7.1667
WHC P 12/29/99 1,200 7.000
WHC P 12/29/99 1,200 7.0775
WHP P 12/30/99 7,541 8.2995
WHP P 12/30/99 79,161 7.250
WHC P 12/30/99 25,839 7.250
WHC P 12/30/99 2,459 8.2995
WHP P 12/31/99 2,866 9.450
WHP P 12/31/99 9,425 8.375
WHP P 12/31/99 3,800 8.750
WHP P 12/31/99 754 10.250
WHP P 12/31/99 52,780 9.549
WHC P 12/31/99 246 10.250
WHC P 12/31/99 1,200 8.750
WHC P 12/31/99 3,075 8.375
WHC P 12/31/99 934 9.450
WHC P 12/31/99 17,220 9.549
WHP P 01/04/00 18,850 8.875
WHP P 01/04/00 15,225 7.250
WHC P 01/04/00 4,775 7.250
WHC P 01/04/00 6,150 8.875
WHP P 01/06/00 47,277 8.250
WHC P 01/06/00 15,423 8.250
SCHEDULE 13D
CUSIP No. 052116100 Page 10 of 12 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Gerhard, WHC and LLC are the general partners of WHP pursuant to a
limited partnership agreement providing to Gerhard, WHC and LLC the
authority, among other things, to invest the funds of WHP in the
Common Stock, to vote and dispose of the Common Stock and to file
this statement on behalf of WHP. Pursuant to such limited
partnership agreement, the general partners of WHP are entitled to
allocations based on assets under management and realized and
unrealized gains, if certain conditions are met.
Pursuant to investment management agreements, WHC is authorized,
among other things, to invest funds of its various investment
advisory clients, and to vote and dispose of those securities.
Such investment management agreements may be terminated by either
party on notice as provided in such agreements and provide for fees
payable to WHC based on assets under management and realized and
unrealized gains.
Other than as disclosed above, none of the Filers is a party to any
contract, arrangement, understanding or relationship (legal or
other) with any person, with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any
securities, finders fees, joint ventures, profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D
or 13G (previously filed).
SCHEDULE 13D
CUSIP No. 052116100 Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: January __, 2000
LANG H. GERHARD WEST HIGHLAND PARTNERS, L.P.
By: West Highland Capital, Inc. By: West Highland Capital, Inc.
Attorney-in-Fact Attorney-in-Fact
By: /s/ Bonnie George By: /s/ Bonnie George
Bonnie George Bonnie George,
Chief Operating Officer Chief Operating
Officer
WEST HIGHLAND CAPITAL, INC. ESTERO PARTNERS, LLC
By: West Highland Capital, Inc
By: /s/ Bonnie George Attorney-in-Fact
Bonnie George
Chief Operating Officer By: /s/ Bonnie George
Bonnie George
Chief Operating
Officer
SCHEDULE 13D
CUSIP No. 052116100 Page 12 of 12 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of
1934, as amended, in connection with purchases by the undersigned
of securities of Intermedia Communications, Inc. and any other
issuer, until such time as the undersigned file with the SEC a
statement terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G. For that purpose, the
undersigned hereby constitute and appoint West Highland Capital,
Inc., a California corporation, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf
of the undersigned to prepare or cause to be prepared, sign, file
with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with
section 13(d) and section 16(a) of the Securities Exchange Act of
1934, as amended, in connection with said purchases, and to do and
perform every act necessary and proper to be done incident to the
exercise of the foregoing power, as fully as the undersigned might
or could do if personally present, until such time as the
undersigned file with the SEC a statement terminating this
Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
DATED: May 15, 1998
/s/ Lang H. Gerhard WEST HIGHLAND PARTNERS, L.P.
Lang H. Gerhard
By: /s/ Lang H. Gerhard
Lang H. Gerhard,
WEST HIGHLAND CAPITAL, INC. General Partner
By: /s/ Bonnie George
Bonnie George, Chief BUTTONWOOD PARTNERS, L.P.
Operating Officer
By: /s/ Lang H. Gerhard
ESTERO PARTNERS, LLC Lang H. Gerhard,
General Partner
By: /s/ Lang H. Gerhard
Lang H. Gerhard,
Manager
CRK\2463\041\1084350.01
