SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Xylan Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
984151 10 0
(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. 984151 10 0
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 1,000,000
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 984151 10 0
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 1,000,000
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 984151 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V
Tax Identification No. 41-1799874
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 723,674
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 723,674
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,674
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 984151 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V
Tax Identification No. 41-1799877
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 723,674
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 723,674
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,674
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 984151 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Capital, L.L.C.
Tax Identification No. 41-1814661
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 37,205
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 37,205
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,205
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 984151 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Haggerty(1)
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 1,791,379
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,791,379
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,791,379
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
12) TYPE OF REPORTING PERSON*
IN
______________________
(1) Mr. Haggerty is a managing partner of Itasca Partners and Itasca
Partners V, both Minnesota limited partnerships, and a managing member
of Itasca NEC, L.L.C., a Minnesota limited liability company. Itasca
Partners is the managing partner of Norwest Equity Partners IV. Itasca
Partners V is the managing partner of Norwest Equity Partners V. Itasca
NEC, L.L.C. is the managing member of Norwest Equity Capital, L.L.C.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Item 1(a) Name of Issuer:
Xylan Corp
Item 1(b) Address of Issuer's Principal Executive Offices:
26679 West Agora Road
Calabasas, CA 91302
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners IV
2. Itasca Partners
3. Norwest Equity Partners V
4. Itasca Partners V
5. Norwest Equity Capital, L.L.C.
6. 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. Norwest Equity Partners V
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
4. Itasca Partners V
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
5. Norwest Equity Capital, L.L.C.
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
6. Daniel J. Haggerty
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Item 2(c) Citizenship:
1. Norwest Equity Partners IV: Minnesota limited
partnership
2. Itasca Partners: Minnesota corporation
3. Norwest Equity Partners V: Minnesota limited
partnership
4. Itasca Partners V: Minnesota corporation
5. Norwest Equity Capital, L.L.C.: Minnesota limited
liability corporation
6. Daniel J. Haggerty: United States citizen
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
984151 10 0
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners IV: At December 31, 1997,
Norwest Equity Partners IV owned 1,000,000 shares of
common stock. This amount represented less than 5% 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, 1997, Itasca Partners
was deemed to own, by virtue of its affiliation with
Norwest Equity Partners IV, 1,000,000 shares of common
stock. This amount represented less than 5% of the
total shares of common stock outstanding at that date.
(3) Norwest Equity Partners V: At December 31, 1997,
Norwest Equity Partners V owned 723,674 shares of
common stock. This amount represented less than 5% of
the total shares of common stock outstanding at that
date. Norwest Equity Partners V has no rights to
acquire additional shares through the exercise of
options or otherwise.
(4) Itasca Partners V: At December 31, 1997, Itasca
Partners V was deemed to own, by virtue of its
affiliation with Norwest Equity Partners V, 723,647
shares of common stock. This amount represented less
than 5% of the total shares of common stock outstanding
at that date.
(5) Norwest Equity Capital, L.L.C: At December 31, 1997,
Norwest Equity Capital, L.L.C. owned 37,205 shares of
common stock. This amount represented less than 5% of
the total shares of common stock outstanding at that
date.
(6) Itasca NEC, L.L.C: At December 31, 1997, Itasca NEC,
L.L.C. owned 37,205 shares of common stock. This
amount represented less than 5% of the total shares of
common stock outstanding at that date.
(7) Daniel J. Haggerty: At December 31, 1997, Daniel J.
Haggerty was deemed to own an aggregate of 1,791,379
shares, as follows: (a) 1,760,879 shares by virtue of
his affiliation with Norwest Equity Partners IV, Itasca
Partners, Norwest Equity Partners V, Itasca Partners V
and Itasca NEC, L.L.C., and (b) 30,500 shares held in
his individual capacity. This amount represented less
than 5% of the total shares of common stock outstanding
at that date.
The persons filing this statement other than Norwest
Equity Partners IV, Itasca Partners, Norwest Equity
Partners V, Itasca Partners V and Itasca L.L.C.
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 Section 13,
14, and 16.
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 persons have ceased to be
beneficial owners of more than five percent of the class of
securities, check the following [X].
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 3, 1998
NORWEST EQUITY PARTNERS IV
NORWEST EQUITY PARTNERS V
NORWEST EQUITY CAPITAL, L.L.C.
By ITASCA PARTNERS and ITASCA PARTNERS V, as general partners of
NORWEST EQUITY PARTNERS IV and NORWEST EQUITY PARTNERS V, respectively
By: /s/ John P. Whaley
John P. Whaley, An Authorized Partner
By ITASCA NEC, L.L.C., as managing member of NORWEST EQUITY CAPITAL,
L.L.C.
By: /s/ John P. Whaley
John P. Whaley, An Authorized Member
