UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
-----------------------
WALKER INTERACTIVE SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
931664106
(CUSIP Number)
STEPHEN P. REYNOLDS
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
NOVEMBER 26, 1996
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box o.
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.
*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).
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931664106 PAGE 2 OF 9 PAGES
- ------------------------------- ------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment 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
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 418,085
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
418,085
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.17%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
931664106 PAGE 3 OF 9 PAGES
- ------------------------------- ------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners II, 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
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING 418,085
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
418,085
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.17%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
931664106 PAGE 4 OF 9 PAGES
- ------------------------------- ------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP-Walker 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
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING 418,085
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
418,085
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.17%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
931664106 PAGE 5 OF 9 PAGES
- ------------------------------- ------------------------------------
This Amendment No. 1 is filed by the undersigned to amend and restate
the statement on Schedule 13D originally filed on December 19, 1994.
Item 1. Security and Issuer.
-------------------
Common stock, par value $.001 per share (the "Shares"), of
Walker Interactive Systems, Inc. (the "Company"), 303 Second Street, San
Francisco, CA 92107.
Item 2. Identity and Background.
-----------------------
This statement is being filed by a group, as defined in Rule
13d-5 of the General Rules and Regulations under the Securities and Exchange Act
of 1934, as amended. The members of the group are GAP Coinvestment Partners,
L.P., a New York limited partnership ("GAPCO"), General Atlantic Partners II,
L.P., a Delaware limited partnership ("GAPII") and GAP-Walker Partners, L.P., a
Delaware limited partnership ("GAP-Walker" and, collectively with GAPCO and
GAPII, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza,
Greenwich, CT 06830. Each of the Reporting Persons is engaged in acquiring,
holding and disposing of interests in various companies for investment purposes.
The general partner of GAPII is General Atlantic Partners, LLC, a Delaware
limited liability company ("GAP"). The managing members of GAP are Steven A.
Denning, David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William O.
Grabe and William E. Ford (collectively, the "GAP Managing Members"). The GAP
Managing Members are the general partners of GAPCO, and Stephen P. Reynolds is
the general partner of GAP-Walker.
None of the Reporting Persons and none of the above individuals
has, during the last five years, been a defendant in (i) any criminal proceeding
or (ii) any civil proceeding which has resulted in any judgment, decree or final
order finding any violation of
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931664106 PAGE 6 OF 9 PAGES
- ------------------------------- ------------------------------------
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
This statement was originally filed as a result of the purchase
of Shares, which were acquired for consideration which did not exceed $715,000
in the aggregate and the source of which was the working capital of the
Reporting Persons.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons originally acquired the Shares for
investment purposes. From time to time the Reporting Persons may acquire
additional shares or dispose of some or all of the Shares owned by them. One of
the GAP Managing Members, David C. Hodgson, is a member of the Company's board
of directors. None of the Reporting Persons have any other plans which relate to
or would result in any of the items listed in paragraphs (a) through (j) of Item
4.
Beginning on November 7, 1996, the Reporting Persons made the
following sales of Shares in the public market:
<TABLE>
<CAPTION>
Date GAPCO GAPII GAP-Walker Total Price Total Cost
<S> <C> <C> <C> <C> <C> <C>
11/07/96 3,663 6,337 10,000 $14.00 $140,000.00
11/08/96 4,578 7,922 12,500 $14.00 $175,000.00
11/11/96 1,831 3,169 5,000 $14.00 $ 70,000.00
11/12/96 2,747 4,753 7,500 $14.00 $105,000.00
11/19/96 3,663 6,337 10,000 $14.00 $140,000.00
11/20/96 14,652 25,348 40,000 $14.00 $560,000.00
11/26/96 29,304 98,062 1,938 129,304 $14.00 $1,810,256.00
11/26/96 50,696 50,696 $14.01563 $710,536.38
Totals 60,438 202,624 1,938 265,000 $3,710,792.38
</TABLE>
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931664106 PAGE 7 OF 9 PAGES
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As a result of the foregoing, the Reporting Persons are no longer 5%
stockholders of the Company.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of November 26, 1996, GAPCO, GAPII and GAP-Walker
each own of record 44,562 Shares, 367,777 Shares and 5,746 Shares, respectively,
or 0.34%, 2.79% and 0.04%, respectively, of the issued and outstanding Shares.
By virtue of the fact that the GAP Managing Members are also the general
partners authorized and empowered to vote and dispose of the securities held by
GAPCO, and that one of the GAP Managing Members is the general partner
authorized and empowered to vote and dispose of the securities held by
GAP-Walker, the Reporting Persons may be deemed to share voting power and the
power to direct the disposition of the Shares which each partnership owns of
record. Accordingly, as of November 26, 1996, each of the Reporting Persons may
be deemed to own beneficially an aggregate of 418,085 Shares or 3.17% of the
issued and outstanding Shares.
(b) Each of the Reporting Persons has the shared power to direct
the vote and the shared power to direct the disposition of the 418,085 Shares
that may be deemed to be owned beneficially by each of them.
(c) For information concerning recent transactions, see Item 4,
above.
(d) N/A
(e) November 11, 1996.
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931664106 PAGE 8 OF 9 PAGES
- ------------------------------- ------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with
------------------------------------------------------------
Respect to the Issuer.
- ---------------------
As noted above, the GAP Managing Members are the partners
authorized and empowered to vote and dispose of the securities held by GAPCO and
GAP-Walker. Accordingly, the GAP Managing Members may, from time to time,
consult among themselves and coordinate the voting and disposition of the
Company's Shares as well as such other action taken on behalf of the Reporting
Persons with respect to the Company's Shares as they deem to be in the
collective interest of the Reporting Persons.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
None.
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931664106 PAGE 9 OF 9 PAGES
- ------------------------------- ------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds
Its general partner
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC
Its general partner
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds
Its managing member
GAP-WALKER PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
---------------------------------
Stephen P. Reynolds
Its general partner
