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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)/1/
Dataware Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
237920-10-3
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(CUSIP Number)
Ann Marie Viglione, Controller
Two Copley Place, 7th Flr.
Boston, Massachusetts 02116
(617) 572-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 1999
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(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(b)(3) or (4), check the following box [_]
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
_________________
/1/ 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 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. 237920-10-3 13D Page 2 of 9 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 414,700 shares
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 414,700 shares
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PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,700 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14. TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer.
The class of equity securities to which this Amendment Number 1 to Schedule
13D (the "Statement") relates is the Common Shares, par value $.01 per share
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(the "Common Stock") of Dataware Technologies, Inc., a Delaware corporation (the
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"Company").
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The principal executive offices of the Company are located at One Canal
Park, Cambridge, MA 02142.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf of Brookside Capital Partners
Fund, L.P. (the "Brookside Fund"). Brookside Capital Investors, L.P., a
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Delaware limited partnership ("Brookside Investors"), is the sole general
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partner of the Brookside Fund. Brookside Capital Investors, Inc., a Delaware
corporation ("Brookside Inc."), is the sole general partner of Brookside
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Investors. The executive officers of Brookside Inc. are set forth on Schedule A
hereto. Mr. W. Mitt Romney is the sole shareholder, sole director, President
and Chief Executive Officer of Brookside Inc. and thus is the controlling person
of Brookside Inc.
(b) The principal business address of each of the Brookside Fund,
Brookside Investors and Brookside Inc. is Two Copley Place, Boston,
Massachusetts 02116. The principal business address of Mr. W. Mitt Romney and
each of the executive officers of Brookside Inc. is set forth on Schedule A
hereto.
(c) The principal business of the Brookside Fund is that of an investment
limited partnership. The principal business of Brookside Investors is that of
general partner of the Brookside Fund. The principal business of Brookside Inc.
is that of general partner of Brookside Investors and ultimate general partner
of the Brookside Fund. The principal occupation of Mr. W. Mitt Romney and each
of the executive officers of Brookside Inc. is set forth on Schedule A hereto.
(d) None of the Brookside Fund, Brookside Investors, Brookside Inc., Mr.
W. Mitt Romney and the executive officers of Brookside Inc. has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Brookside Fund, Brookside Investors, Brookside Inc., Mr.
W. Mitt Romney and the executive officers of Brookside Inc. has, during the last
five years, been 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
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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) Each of the Brookside Fund, Brookside Investors and Brookside Inc. is
organized under the laws of the State of Delaware. Mr. W. Mitt Romney and each
of the executive officers of Brookside Inc. is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purpose of Transaction.
The shares of Common Stock covered by this Statement are being held for
investment purposes. The Brookside Fund intends to continually assess the
market for the purchase and sale of the Common Stock, as well as the Company's
financial position and operations. The Brookside Fund may purchase or dispose
of Common Stock subject to a number of factors, including, among others, the
availability and prices of Common Stock and other investment opportunities that
may be available to the Brookside Fund. Depending upon a continuing assessment
and upon future developments, the Brookside Fund may determine, from time to
time or at any time, to sell or otherwise dispose of some or all of the Common
Stock. In making any such determination, the Brookside Fund will consider its
goals and objectives, other business opportunities available to it, as well as
general economic and stock market conditions. The foregoing actions may be
taken by the Brookside Fund or collectively with others.
The Brookside Fund does not have any plans or proposals which relate to or
would result in any of the following:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(b) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(c) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(d) any material change in the present capitalization or dividend policy
of the Company;
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(e) any other material change in the Company's business or corporate
structure;
(f) changes in the Company's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(g) causing a class of securities of the Company 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;
(h) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(i) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company.
(a) As of the close of business on December 6, 1999, the Brookside Fund
owned 414,700 shares, or 4.3%, of the Common Stock outstanding of the Company.
The aggregate percentage of shares of Common Stock reported owned by the
Brookside Fund is based upon 9,646,176 shares outstanding, which is the total
number of shares of Common Stock outstanding as of October 31, 1999 based on
representations made in the Company's Quarterly Report on Form 10Q for the
quarter ended September 30, 1999, filed with the Commission on November 12,
1999.
(b) The Brookside Fund has the sole power to vote and dispose of the
Common Stock. The Brookside Fund acts by and through its general partner,
Brookside Investors. Brookside Investors acts by and through its general
partner, Brookside Inc. Brookside Inc. is solely owned and under the control of
Mr. W. Mitt Romney.
(c) In the past 60 days, the Brookside Fund has sold, through a series of
open market transactions, the following shares of Common Stock of the Company:
(i) 300 shares on October 6, 1999 for a price of $3.00 per share through its
broker, Instinet, (ii) 65,000 shares on November 12, 1999 for a price of $3.03
per share through its broker, Hambrecht & Quist, (iii) 10,000 shares on November
15, 1999 for a price of $3.00 per share through its broker, Hambrecht & Quist,
and (iv) and 50,000 shares on December 6, 1999 for a price of $3.81 per share
through its broker, Hambrecht & Quist. These were the only transactions in the
Company's stock that were effected by the Brookside Fund within the last 60
days.
(d) No person other than the respective owner referred to herein of shares
of Common Stock is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of such shares of Common
Stock.
(e) As of the close of business on December 6, 1999, the Brookside Fund is
no longer the beneficial owner of more than five percent of the Company's Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
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Pursuant to the terms of a partnership agreement, Brookside Investors, as
general partner of the Brookside Fund, receives a percentage of profits
generated by the Brookside Fund. Brookside Inc., as general partner of Brookside
Investors, receives a percentage of profits from Brookside Investors. Mr. W.
Mitt Romney receives a percentage of profits from Brookside Investors.
Item 7. Material to be Filed as Exhibits.
Not applicable.
This Statement speaks as of its date, and no inference should be drawn that
no change has occurred in the facts set forth herein after the date hereof.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: December 7, 1999
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.
By: Brookside Capital Investors, Inc.
By: /s/Roy Edgar Brakeman, III
_______________________________
Name: Roy Edgar Brakeman, III
Title: Managing Director
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SCHEDULE A
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EXECUTIVE OFFICERS OF
BROOKSIDE CAPITAL INVESTORS, INC.
Name/Title Business Address Principal Occupation
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W. Mitt Romney, Two Copley Place Managing Director of
Chief Executive Officer, Boston, MA 02116 Bain Capital, Inc.
President and Managing
Director
Joshua Bekenstein, Two Copley Place Managing Director of
Treasurer and Managing Boston, MA 02116 Bain Capital, Inc
Director
Stephen Pagliuca, Two Copley Place Managing Director of
Secretary and Managing Boston, MA 02116 Bain Capital, Inc.
Director
Roy Edgar Brakeman, III, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Edward W. Conard, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
John Connaughton, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
David Dominik, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Paul B. Edgerley, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Domenic J. Ferrante, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert C. Gay, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Michael A. Krupka, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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Jonathan Lavine, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Ronald P. Mika, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Mark E. Nunnelly, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
Robert F. White, Two Copley Place Managing Director of
Managing Director Boston, MA 02116 Bain Capital, Inc.
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