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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Ross Systems, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
778303 10 7
(Cusip Number)
(Date of Event Which Requires Filing of this Statement: December 31, 1998)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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. 778303 10 7 13G Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 433,600
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
433,600
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
433,600
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.95%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 778303 10 7 13G Page 3 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
433,600
- --------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.95%
- --------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
- --------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
Ross Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2 Concourse Parkway, Suite 800, Atlanta, GA 30328
ITEM 2(a). NAME OF PERSON FILING:
Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher,
Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
22 East 67th Street, New York, New York 10021
ITEM 2(c). CITIZENSHIP:
FAM is a corporation organized under the laws of the State of
Delaware. Alphonse Fletcher, Jr. is a citizen of the United
States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
ITEM 2(e). CUSIP NUMBER: 778303 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 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) [x] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii) (J)
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ ]
Page 4 of 7 Pages
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 433,600
(b) Percent of class:
1.95% (based on the 22,276,880 shares of Common Stock (the
"Common Stock") of Ross Systems, Inc. (the "Company"), including those reported
to be outstanding as of October 30, 1998, as reflected in the Company's
quarterly report on Form 10-Q filed with the Securities and Exchange Commission
by the Company for the quarter ended September 30, 1998 and the shares of Common
Stock held in the Discretionary Account (as defined below) that are convertible
within 60 days of December 31, 1998).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
433,600
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
433,600
(iv) shared power to dispose or to direct the
disposition of:
0
The amount of Common Stock reported to be beneficially owned
includes 33,600 shares of Common Stock outstanding and 400,000 shares of Common
Stock issuable upon the exercise of a warrant issued by the Company. The warrant
is exercisable within 60 days of December 31, 1998. All of the 433,600 shares of
Common Stock of the Company reported are held in a discretionary account managed
by FAM (the "Discretionary Account"), for Fletcher International Limited. FAM
has sole power to vote and sole power to dispose of all shares of Common Stock
in the Discretionary Account. By virtue of Mr. Fletcher's position as President
of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct
the vote of, and the shared power to dispose or direct the disposition of, such
shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of
such Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule l3G is filed by FAM, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the 433,600 shares of Common Stock held at December 31,
Page 5 of 7 Pages
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1998 in the Discretionary Account managed by FAM. By reason of the provisions of
Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own
beneficially the shares of Common Stock owned by the Discretionary Account. The
Discretionary Account has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such Common Stock
purchased for its account.
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.
Page 6 of 7 Pages
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct
February 16, 1999
Fletcher Asset Management, Inc.
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr., President
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr.
Page 7 of 7 Pages
