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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. )
SPSS, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
(CUSIP Number) 78462K102
12/31/99
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*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. 78462K102
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only): 13-3831899
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person 549,400
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 6.06%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
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1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only):
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 549,400
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 6.06%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
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Item 1
(a) Name of Issuer
SPSS, Inc.
(b) Address of Issuer's Executive Offices:
Compliance Officer
SPSS, Inc.
233 S. Wacker Drive - 11th Floor
Chicago, IL 60606-6307
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 60 East 42nd Street, Suite 1111
New York, NY 10165
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by one or
more investment advisory clients whose accounts are managed by Daruma Asset
Management, Inc. ("Daruma"). The investment advisory contracts relating to
such accounts grant to Daruma sole investment and/or voting power over the
securities owned by such accounts. Therefore Daruma may be deemed to be
the beneficial owner of the securities covered by this statement for
purposes of Rule 13d-3 ("Rule 13d-3") under the Securities Act of 1934
(the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess of 50% of the
outstanding voting stock and is the president of Daruma. The Principal
Shareholder may be deemed to be the beneficial owner of securities held by
persons and entities advised by Daruma for purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial ownership in
any of the securities covered by this statement. Daruma and the Principal
Shareholder are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the 1934 Act and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by Daruma.
(a) Amount beneficially owned: 549,400 (See Item 4 & Exhibit A)
(b) Percent of Class: 6.06% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 290,400
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 549,400
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have
the right to receive dividends from as well as the proceeds from the sale of
securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary which acquired the
Security being reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
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Item 10. Certification
By signing below, we certify to the best of our 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 having such purpose or
effect. This report shall not be construed as an admission by the
persons filing the report that they are beneficial owners of any of
the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
Certify that the information set forth in this statement is true, complete
and correct.
Date: February 8, 2000
DARUMA ASSET MANAGEMENT, INC.
/s/ Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/ Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 549,400 shares
of SPSS, Inc. (the "Issuer") common stock.
Daruma has sole investment discretion over 549,400 shares and sole voting
discretion over 290,400 shares, which are held for the benefit of its clients
by its separate managed investment advisory accounts.
The shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer. The filing
of this statement should not be construed as an admission that Daruma is, for
the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of these shares.
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EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agrees to the joint filing with each other of
the foregoing statement on Schedule 13G and to all amendments thereto and that
such statement and each amendment to such statement is made on behalf of each
of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this
Agreement on February 8, 2000.
DARUMA ASSET MANAGEMENT, INC.
By: /s/ Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
/s/ Mariko O. Gordon
MARIKO O. GORDON, President
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EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her true and lawful
attorney-in-fact and agent to execute and file with the Securities and
Exchange Commission any Schedule 13G, any amendments thereto or any related
documentation which may be required to be filed in her individual capacity
as a result of her position as an officer, director or shareholder of
Daruma Asset Management, Inc. and, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and
thing which she might or could do in person, hereby ratifies and confirms
all that said attorney-in-fact and agent may lawfully do or cause to be done
by virtue hereof.
/s/ Mariko O. Gordon
MARIKO O. GORDON
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