SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SOFTWARE SPECTRUM, INC.
_______________________
(Name of Issuer)
Common Stock, $.01 Par Value
_______________________________
(Title of Class of Securities)
833960107
______________
(CUSIP Number)
December 31, 1999
______________________________________
(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)
[ ] Rule 13d-1(c)
[X] Rule 13d-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 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).
Continued on following page(s)
Page 1 of 21
Exhibit Index: Page 17
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 2 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS, 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
5 Sole Voting Power
Number of 41,640
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 41,640
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
41,640
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.12%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 3 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE FUND MANAGEMENT, 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
5 Sole Voting Power
Number of 41,640
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 41,640
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
41,640
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.12%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 4 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 111,041
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 111,041
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
111,041
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
2.98%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 5 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WINSTON PARTNERS II LLC
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
5 Sole Voting Power
Number of 55,519
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 55,519
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
55,519
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.49%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 6 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE ADVISORS LLC
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
5 Sole Voting Power
Number of 166,560
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 166,560
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
166,560
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
4.47%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 7 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
CHATTERJEE MANAGEMENT COMPANY
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
5 Sole Voting Power
Number of 166,560
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 166,560
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
166,560
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
4.47%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 833960107 Page 8 of 21 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
DR. PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 208,200
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 208,200
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
208,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 21 Pages
Item 1(a) Name of Issuer:
Software Spectrum, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
2140 Merritt Drive, Garland, TX 75041.
Item 2(a) Name of Person Filing:
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Winston Partners, L.P., a Delaware limited
partnership ("Winston L.P.");
ii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
iii) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
iv) Winston Partners II LLC, a Delaware limited
liability company ("Winston LLC");
v) Chatterjee Advisors LLC, a Delaware limited
liability company ("Chatterjee Advisors");
vi) Chatterjee Management Company, a Delaware
Corporation ("Chatterjee Management"); and
vii) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares held for the accounts of
Winston L.P., Winston LDC and Winston LLC.
CFM is the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM.
Chatterjee Advisors serves as the manager of each of Winston
LDC and Winston LLC and is responsible for supervising the operations of Winston
LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC
and Winston LLC. Chatterjee Advisors is managed and controlled by Dr.
Chatterjee.
Chatterjee Management serves as investment advisor to each of
Winston LDC and Winston LLC pursuant to investment management contracts between
Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston
LLC. Chatterjee Management is managed and controlled by Dr. Chatterjee.
Chatterjee Advisors, as the manager of each of Winston LDC and
Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
<PAGE>
Page 10 of 21 Pages
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of
Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and
Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) Winston L.P. is a Delaware limited partnership;
ii) CFM is a Delaware limited partnership;
iii) Winston LDC is a Cayman Islands exempted limited
duration company;
iv) Winston LLC is a Delaware limited liability company;
v) Chatterjee Advisors is a Delaware limited liability
company;
vi) Chatterjee Management is a Delaware Corporation; and
vii) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
833960107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of April 18, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of Winston L.P. and CFM may be deemed to be the
beneficial owner of the 41,640 Shares held for the
account of Winston Partners L.P.
<PAGE>
Page 11 of 21 Pages
(ii) Winston LDC may be deemed the beneficial owner of
the 111,041 Shares held for its account.
(iii) Winston LLC may be deemed the beneficial owner of
55,519 Shares held for its account.
(iv) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
166,560 Shares. This number consists of (A) 111,041
Shares held for the account of Winston LDC and (B)
55,519 Shares held for the account of Winston LLC.
(v) Dr. Chatterjee may be deemed the beneficial owner of
208,200 Shares. This number consists of (A) 41,640
Shares held for the account of Winston L.P., (B)
111,041 Shares held for the account of Winston LDC,
(C) 55,519 Shares held for the account of Winston
LLC.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of Winston L.P.
and CFM may be deemed to be the beneficial owner
constitutes approximately 1.12% of the total number
of Shares outstanding.
(ii) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately 2.98% of the total number of Shares
outstanding.
(iii) The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes
approximately 1.49% of the total number of Shares
outstanding.
(iv) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to
be the beneficial owner constitutes approximately
4.47% of the total number of Shares outstanding.
(v) The number of Shares of which Dr. Chatterjee may be
deemed to be the beneficial owner constitutes
approximately 5.59% of the total number of Shares
outstanding.
<PAGE>
Page 12 of 21 Pages
Item 4(c) Number of shares as to which such person has:
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 41,640
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 41,640
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 41,640
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 41,640
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 111,041
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 111,041
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 55,519
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 55,519
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 166,560
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 166,560
<PAGE>
Page 13 of 21 Pages
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 166,560
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 166,560
(iv) Shared power to dispose or to direct the disposition of: 0
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 208,200
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 208,200
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the
account of Winston L.P. in accordance with their
partnership interests in Winston L.P.
(ii) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held by
Winston LDC in accordance with their ownership
interests in Winston LDC.
(iii) The members of Winston LLC have the right to
participate in the receipt of dividends from, or
proceeds from the sale of, Shares held by Winston
LLC in accordance with their ownership interests in
Winston LLC.
Winston LDC expressly disclaims beneficial ownership of any
Shares held directly for the accounts of Winston L.P. and Winston LLC. Winston
LLC expressly disclaims beneficial ownership of any Shares held directly for the
accounts of Winston L.P. and Winston LDC. Each of Chatterjee Advisors and
Chatterjee Management expressly disclaims beneficial ownership of any Shares
held directly for the account of Winston L.P. Each of Winston L.P. and CFM
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of Winston LDC and Winston LLC.
<PAGE>
Page 14 of 21 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 15 of 21 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: April 18, 2000 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 16 of 21 Pages
Date: April 18, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Manager
Date: April 18, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Vice President
Date: April 18, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 17 of 21 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney, dated as of May 31, 1995, granted by
Dr. Purnendu Chatterjee in favor of Mr. Peter Hurwitz... 18
B. Power of Attorney, dated as of October 25, 1996, granted
by Winston Partners II LDC in favor of Mr. Peter Hurwitz 19
C. Joint Filing Agreement, dated as of April 18, 2000, by
and among Winston Partners, L.P., Chatterjee Fund
Management, L.P., Winston Partners II LDC, Winston
Partners II LLC, Chatterjee Advisors LLC, Chatterjee
Management Company and Dr. Purnendu Chatterjee.......... 20
Page 18 of 21 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby
make, constitute and appoint PETER HURWITZ as my agent and
attorney-in-fact for the purpose of executing in my name or in my
personal capacity all documents, certificates, instruments, statements,
filings and agreements ("documents") to be filed with or delivered to
any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any
other documents relating or ancillary thereto, including but not
limited to, all documents relating to filings with the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC
pursuant to Section 13(d) or Section 16(a) of the Act including,
without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13d-1(f), and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on
Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day
of May, 1995.
/s/ Purnendu Chatterjee
------------------------------------
PURNENDU CHATTERJEE
Page 19 of 21 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners
II LDC (the "Company"), a Cayman Islands exempted limited duration
company, hereby makes, constitutes and appoints PETER A. HURWITZ as the
Company's agent and attorney-in-fact for the purpose of executing on
behalf of the Company, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or
delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any
other documents relating or ancillary thereto, including but not
limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the
"Act") and the rules and regulations promulgated thereunder, including:
(1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section
16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto,
(b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any
initial statements of, or statements of changes in, beneficial
ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act. All past acts of the
attorney-in-fact in furtherance of the foregoing are hereby ratified
and confirmed.
This power of attorney shall be valid from the date hereof until
revoked by the Company.
IN WITNESS WHEREOF, I have executed this instrument this 25th day of
October, 1996.
WINSTON PARTNERS II LDC
By: /s/ Kieran Conroy /s/ Wiekert Weber
-------------------------------------
Name: Kieran Conroy / Wiekert Weber
Page 20 of 21 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Software Spectrum, Inc. dated as of April 18,
2000 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
Date: April 18, 2000 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
-----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: April 18, 2000 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC,
its Manager
By: /S/ PETER HURWITZ
------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 21 of 21 Pages
Date: April 18, 2000 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Manager
Date: April 18, 2000 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Vice President
Date: April 18, 2000 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------
Peter Hurwitz
Attorney-in-Fact
