SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PRISM Solutions, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
742947 10 4
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*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 ("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).
13G
CUSIP NO. 742947 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners IV
Tax Identification No. 41-1647118
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,811,750
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,811,750
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,811,750
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 742947 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners
Tax Identification No. 41-1647117
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,811,750
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,811,750
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,811,750
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 742947 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert F. Zicarelli
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,811,750
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,811,750
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,811,750
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 742947 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,817,750
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,817,750
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,817,750
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
12) TYPE OF REPORTING PERSON*
IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
PRISM Solutions Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1000 Hamlin Court
Sunnyvale, CA 94089
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners IV
2. Itasca Partners
3. Robert F. Zicarelli
4. Daniel J. Haggerty
Item 2(b) Address of Principal Business Office:
1. Norwest Equity Partners IV
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca Partners
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
3. Robert F. Zicarelli
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
4. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Equity Partners IV on
behalf of all of the persons listed above pursuant to
Rule 13d-1(c) and Rule 13d-1(f). Norwest Equity Partners
IV is a Minnesota limited partnership. Itasca Partners,
a Minnesota general partnership, is the general partner of
Norwest Equity Partners IV. Robert F. Zicarelli and
Daniel J. Haggerty are the managing partners of Itasca
Partners.
Item 2(c) Citizenship:
1. Norwest Equity Partners IV: Minnesota
2. Itasca Partners: Minnesota
3. Robert F. Zicarelli: United States
4. Daniel J. Haggerty: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
742947 10 4
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners IV: At December 31, 1996,
Norwest Equity Partners IV owned 1,811,750 shares of
common stock. This amount represented 13.6% of the
total shares of common stock outstanding at that date.
Norwest Equity Partners IV has no rights to acquire
additional shares through the exercise of options or
otherwise.
(2) Itasca Partners: At December 31, 1996, Itasca Partners
was deemed to own, by virtue of its affiliation with
Norwest Equity Partners IV, 1,811,750 shares of common
stock. This amount represented 13.6% of the total
shares of common stock outstanding at that date.
(3) Robert F. Zicarelli: At December 31, 1996, Robert F.
Zicarelli was deemed to own, by virtue of his
affiliation with Norwest Equity Partners IV, 1,811,750
shares of common stock. This amount represented 13.6%
of the total shares of common stock outstanding at that
date.
(4) Daniel J. Haggerty: At December 31, 1996, Daniel J.
Haggerty was deemed to own an aggregate of 1,817,750
shares of common stock (representing 13.6% of the total
number of shares of common stock outstanding at that
date) as follows: (a) 1,811,750 shares of common stock
by virtue of his affiliation with Norwest Equity
Partners IV (see 1 above), which shares represented
13.6% of the total number of shares of common stock
outstanding at that date and (b) 6,000 shares of
common stock by virtue of his affiliation with Norwest
Equity Partners V, which shares represented 0.1% of
the shares of common stock outstanding at that date.
Mr. Haggerty is one of three managing partners of
Itasca Partners V, a Minnesota limited partnership that
is the general partner of Norwest Equity Partners V.
The persons filing this statement other than
Norwest Equity Partners IV disclaim beneficial
ownership of, and the filing of this shall not
be construed as an admission that the persons
filing are beneficial owners of, the shares
covered by this statement for purposes of
Sections 13, 14, or 16 of the Act.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
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.
Date: February 10, 1997
NORWEST EQUITY PARTNERS IV
By ITASCA PARTNERS, as general partner
By: /s/ John P. Whaley
John P. Whaley, Partner
AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G to which this Agreement is attached shall be filed by
Norwest Equity Partners IV on its own behalf and on behalf of
(a) Itasca Partners, a Minnesota general partnership whose
general partner is Norwest Equity Partners IV, (b) Robert F.
Zicarelli, an individual who is one of the managing partners
of Itasca Partners, and (c) Daniel J. Haggerty, an individual
who is the other managing partner of Itasca Partners.
Dated: February 10, 1997
NORWEST EQUITY PARTNERS IV
By ITASCA PARTNERS, as general partner
/s/ John P. Whaley
John P. Whaley, Partner and Secretary
ITASCA PARTNERS
/s/ John P. Whaley
John P. Whaley, Partner
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
for Robert R. Zicarelli
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
for Daniel J. Haggerty
