SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
WALKER INTERACTIVE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
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931664106
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(CUSIP Number)
with a copy to:
Jonathan Gallen Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 891-2132 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 27, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
<PAGE>
Cusip No. 931664106
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Jonathan Gallen
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC, PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 792,500*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.4%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* As of October 27, 2000, Pequod Investments, L.P., a New York limited
partnership, was the holder of 450,000 shares of the Common Stock, par value
$0.001 per share (the "Shares"), of Walker Interactive Systems, Inc. and Pequod
International, Ltd., a corporation organized under the laws of the Bahamas, was
the holder of 250,000 Shares. Jonathan Gallen possesses sole power to vote and
direct the disposition of all Shares held by Pequod Investments, L.P. and Pequod
International, Ltd. In addition, as of such date, 50,000 Shares were held
individually by Mr. Gallen and 42,500 Shares were held by third parties with
respect to which Mr. Gallen exercises shared investment control. Thus, for the
purposes of Reg. Section 240.13d-3, Mr. Gallen is deemed to beneficially own
792,500 Shares as of October 27, 2000.
<PAGE>
Item 1. Security and Issuer.
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This statement relates to the Common Stock, par value $.001 per share
(the "Shares"), of Walker Interactive Systems, Inc. (the "Company"). The
Company's principal executive offices are located at 303 Second Street, San
Francisco, CA 94107.
Item 2. Identity and Background.
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The person filing this statement is Jonathan Gallen, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen
serves, indirectly through one or more entities, as the investment advisor for,
and exercises sole voting and investment authority for the securities held by,
each of Pequod Investments, L.P., a New York limited partnership ("Pequod"), and
Pequod International, Ltd., a corporation organized under the laws of the
Bahamas ("International," and, together with Pequod, the "Funds"). The Funds are
engaged in the investment in personal property of all kinds, including but not
limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature. Mr. Gallen also provides investment
management services for various independent third parties (the "Accounts").
Mr. Gallen has never been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Gallen is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
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All funds used to purchase Shares on behalf of Pequod, International,
Mr. Gallen individually and the Accounts have come directly from the assets of
Pequod, International, Mr. Gallen or the Accounts, respectively.
Item 4. Purpose of Transaction.
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The acquisition of Shares referred to in Item 5 is for investment
purposes. Mr. Gallen has no present plans or intentions which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000, there were 14,617,722 Shares outstanding
as of August 4, 2000.
As of October 27, 2000, Pequod was the holder of 450,000 Shares and
International was the holder of 250,000 Shares. In addition, as of such date,
50,000 Shares were held individually by Jonathan Gallen, and 42,500 Shares were
held by the Accounts. Jonathan Gallen possesses sole power to vote and direct
the disposition of all Shares held by Pequod and International. Jonathan Gallen
<PAGE>
possesses shared power to direct the disposition of all Shares held by the
Accounts. Thus, as of October 27, 2000, for the purposes of Reg. 240.13d-3,
Mr. Gallen is deemed to beneficially own 792,500 Shares, or 5.4% of the Shares
deemed to be issued and outstanding as of that date.
During the sixty days prior to October 27, 2000, the only transactions
in Shares, or securities convertible into Shares, by Mr. Gallen or any person or
entity controlled by him or any person or entity for which he possesses voting
or investment control over the securities thereof, were as follows (each of
which was effected in an ordinary brokerage transaction):
I. Pequod Investments, L.P.
(Purchases)
Date Quantity Price
October 11, 2000 20,000 $3.06
October 27, 2000 68,720 $2.35
(Sales)
None
II. Pequod International, Ltd.
(Purchases)
Date Quantity Price
October 27, 2000 11,280 $2.35
(Sales)
None
III. Jonathan Gallen individually
(Purchases)
Date Quantity Price
August 29, 2000 10,000 $3.35
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(Sales)
None
IV. The Accounts
(Purchases)
Date Quantity Price
September 8, 2000 25,000 $4.01
(Sales)
Date Quantity Price
October 17, 2000 10,000 $3.00
October 20, 2000 1,500 $2.94
October 27, 2000 3,500 $3.00
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Mr. Gallen and any
person or entity.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
<PAGE>
Signature
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.
November 8, 2000
/s/ Jonathan Gallen
Jonathan Gallen, individually and in his
capacity as the investment advisor
for Pequod Investments, L.P., Pequod
International, Ltd. and the Accounts
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See, 18 U.S.C. 1001).
