SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Persistence Software, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
715329 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
June 25, 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).
<PAGE>
CUSIP No. 715329108 13G Page 1 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Dean Witter & Co.
36-3145972
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 3,034,698 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,034,698 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,034,698 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.87%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 2 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSIT Holdings, Inc.
13-3917835
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,484,716 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,484,716 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,484,716 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.76%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 3 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital II, Inc.
13-3693090
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,549,982 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,549,982 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,549,982 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.11%
12. TYPE OF REPORTING PERSON*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 4 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners II, L.P.
13-3741217
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,549,982 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,549,982 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,549,982 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.11%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 5 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, L.P.
13-3751783
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,027,381 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,027,381 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,381 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.37%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 6 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Investors, L.P.
13-3751794
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 266,642 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 266,642 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,642 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.39%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 715329108 13G Page 7 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, C.V.
98-0150623
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [ ]
[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 5. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 255,959 Common Shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 255,959 Common Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,959 Common Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.34%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Persistence Software, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1720 S. Amplett Blvd.
Third Floor
San Mateo, CA 94402
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified below. In
accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), each person filing this statement acknowledges
that it is responsible for the completeness and accuracy of the information
concerning that person but is not responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Morgan Stanley Dean Witter & Co. ("Morgan Stanley")
MSIT Holdings, Inc. ("MSIT")
Morgan Stanley Venture Capital II, Inc. ("MSVC II")
Morgan Stanley Venture Partners II, L.P. ("MSVP II")
Morgan Stanley Venture Capital Fund II, L.P. ("Capital Fund")
Morgan Stanley Venture Investors, L.P. ("Venture Investors")
Morgan Stanley Venture Capital Fund II, C.V. ("MSVCF")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of MSVC II, MSVP II, Capital
Fund, Venture Investors and MSVCF is:
1221 Avenue of the Americas
New York, New York 10020
The address of the principal business office of MSIT and Morgan Stanley is:
1585 Broadway
New York, New York 10036
Item 2(c). Citizenship:
The citizenship of Morgan Stanley, MSIT MSVC II, MSVP II, Capital Fund
and Venture Investors is Delaware. The citizenship of MSVCF is the Netherlands
Antilles.
<PAGE>
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock.
Item 2(e). CUSIP Number:
715329 10 8
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(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. |_|
Item 4. Ownership.
The filing of this statement should not be construed as an admission by any
person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in the table in
Item 4(c) below.
<PAGE>
(a) Amount beneficially owned:
As of December 31, 1999: (1) Capital Fund owned 1,027,381 Common Shares;
(2) Venture Investors owned 266,642 Common Shares; and (3) MSVCF owned 255,959
Common Shares. MSVP II is the sole general partner of Capital Fund, Venture
Investors and MSVCF, and, as such, has the power to vote or direct the vote and
to dispose or direct the disposition of the 1,549,982 Common Shares held
collectively by Capital Fund, Venture Investors and MSVCF. MSVC II, as the
corporate general partner of MSVP II, controls the actions of MSVP II and
therefore may also be deemed to have beneficial ownership of 1,549,982 Common
Shares held collectively by Capital Fund, Venture Investors and MSVCF. MSIT, a
wholly owned subsidiary of Morgan Stanley, owned 1,484,716 Common Shares. Morgan
Stanley, as the sole shareholder of MSVC II and MSIT, controls the actions of
MSVC II and MSIT. Therefore, Morgan Stanley may be deemed to have beneficial
ownership of the 3,034,698 Common Shares held collectively by MSVC II and MSIT.
(b) Percent of class: (1)
Morgan Stanley Dean Witter & Co. 15.87% of the Common Shares
MSIT Holdings, Inc. 7.76% of the Common Shares
Morgan Stanley Venture Capital II, Inc. 8.11% of the Common Shares
Morgan Stanley Venture Partners II, L.P. 8.11% of the Common Shares
Morgan Stanley Venture Capital Fund II, L.P. 5.37% of the Common Shares
Morgan Stanley Venture Investors, L.P. 1.39% of the Common Shares
Morgan Stanley Venture Capital Fund II, C.V. 1.34% of the Common Shares
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(1) Based on the 19,123,160 shares of common stock reported to be outstanding
as of November 10, 1999 on the Form 10-Q filed with the SEC for the
quarter ended September 30, 1999.
(c) Number of shares as to which such person has:
<TABLE>
(iii) (iv)
(i) (ii) Sole power to dispose Shared power to dispose
Sole power to vote or Shared power to vote or or to direct the or to direct the
to direct the vote to direct the vote disposition of disposition
--------------------- ----------------------- --------------------- -----------------------
<S> <C> <C> <C> <C>
Morgan Stanley Dean Witter & Co. - 0 - 3,034,698 - 0 - 3,034,698
MSIT Holdings, Inc. - 0 - 1,484,716 - 0 - 1,484,716
Morgan Stanley Venture
Capital II, Inc. - 0 - 1,549,982 - 0 - 1,549,982
Morgan Stanley Venture
Partners II, L.P. - 0 - 1,549,982 - 0 - 1,549,982
Morgan Stanley Venture
Capital Fund II, L.P. - 0 - 1,027,381 - 0 - 1,027,381
Morgan Stanley Venture
Investors, L.P. - 0 - 266,642 - 0 - 266,642
Morgan Stanley Venture
Capital Fund II, C.V. - 0 - 255,959 - 0 - 255,959
</TABLE>
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 14, 2000
MORGAN STANLEY VENTURE CAPITAL
FUND II, C.V.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY VENTURE INVESTORS,
L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY VENTURE CAPITAL
FUND II, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
<PAGE>
MORGAN STANLEY VENTURE PARTNERS II,
L.P.
By: Morgan Stanley Venture Capital II, Inc.,
its general partner
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MORGAN STANLEY VENTURE CAPITAL II,
INC.
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Assistant Secretary
MSIT HOLDINGS, INC.
By: /s/ Steven L. Brown
------------------------------------------------
Name: Steven L. Brown
Title: Vice President
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Stephanie A. Holmes
------------------------------------------------
Name: Stephanie A. Holmes
Title: Authorized Signatory
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
