UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Corsair Communications, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
220406 10 2
(CUSIP Number)
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 ("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. 220406 10 2
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 566,767
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 566,767
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,767
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 220406 10 2
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 566,767
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 566,767
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,767
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 220406 10 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
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 957,247
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 957,247
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,247
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 220406 10 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
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 958,164
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 958,164
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,164
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
12) TYPE OF REPORTING PERSON*
IN
13G
CUSIP NO. 220406 10 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
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 957,127
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 957,127
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,127
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46%
12) TYPE OF REPORTING PERSON*
IN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Item 1(a) Name of Issuer:
Corsair Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3408 Hillview Avenue
Palo Alto, CA 94304
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners IV
2. Itasca Partners
3. John E. Lindahl
4. George J. Still, Jr.
5. John P. Whaley
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. John E. Lindahl
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
4. George J. Still, Jr.
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
5. John P. Whaley
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(d) and Rule 13d-1(k). Norwest Equity Partners
IV is a Minnesota limited partnership. Itasca Partners,
a Minnesota general partnership, is the general partner of
Norwest Equity Partners IV. George J. Still, Jr. and John E.
Lindahl are the managing partners, and John P. Whaley is the
managing administrative partner of Itasca Partners.
Item 2(c) Citizenship:
1. Norwest Equity Partners IV: Minnesota
2. Itasca Partners: Minnesota
3. John E. Lindahl: United States
4. George J. Still, Jr.: United States
5. John P. Whaley: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
220406 10 2
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners IV: At December 31, 1998, Norwest Equity
Partners IV owned 566,767 shares of common stock. This amount
represented 3.23% 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, 1998, Itasca Partners owned
566,767 shares by virtue of its affiliation with Norwest Equity
Partners IV. This amount represented 3.23% of the total shares of
common stock outstanding at that date.
(3) John E. Lindahl: At December 31, 1998, John E. Lindahl was deemed
to own 957,247 hares of common stock (representing 5.46% of the total
number of shares of common stock outstanding at that date) as follows:
(a) 566,767 shares of common stock by virtue of his affiliation with
Norwest Equity Partners IV (see 1 above), which represented 3.23% of
the total number of shares of common stock outstanding at that date,
(b) 382,428 shares of common stock by virtue of his affiliation with
Norwest Equity Partners V, which shares represented 2.18% of the total
number of shares of common stock outstanding at that date, and (c)
8,052 shares held in his individual capacity. Mr. Lindahl is one of
three managing partners of Itasca Partners V, a Minnesota Limited
Partnership that is the general partner of Norwest Equity Partners V.
(4) George J. Still, Jr.: At December 31, 1998, George J. Still, Jr.
was deemed to own 958,1645 shares of common stock (representing 5.46%
of the total number of shares of common stock outstanding at that date)
as follows: (a) 566,767 shares of common stock by virtue of his
affiliation with Norwest Equity Partners IV (see 1 above), which shares
represented 3.23% of the total number of shares of common stock
outstanding at that date, (b) 382,428 shares of common stock by virtue
of his affiliation with Norwest Equity Partners V, which shares
represented 2.18% of the total number of shares of common stock
outstanding at that date, and (c) 9,569 shares held in his individual
capacity. Mr. Still is one of three managing partners of Itasca
Partners V, a Minnesota limited partnership, that is the general
partner of Norwest Equity Partners V.
(4) John P. Whaley: At December 31, 1998, John P. Whaley may be
deemed to have beneficially owned an aggregate of 957,127 shares of
common stock representing 5.46% of the total number of shares of common
stock outstanding at that date) as follows: (a) 566,768 shares of
common stock by virtue of his affiliation with Norwest Equity Partners
IV (see 1 above), which shares represented 3.23% of the total number of
shares of common stock outstanding at that date and (b) 382,428 shares
of common stock by virtue of his affiliation with Norwest Equity
Partners V, which shares represent 2.18% of the shares of common stock
outstanding at that date, and (c) 7,932 shares in his individual
capacity. Mr. Whaley is one of three managing partners of Itasca
Partners V, a Minnesota Limited partnership that is the general partners
of Norwest Equity Partners V.
Each person filing this statement disclaim beneficial ownership of any
shares covered by this statement beneficially owned by any other filing
person joining herein, and the filing of this shall not be construed as
an admission that such person is the beneficial owners of shares held
by any other filing person and 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:
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].
Norwest Equity Parnters IV and Itasca Partners join in the filing of this
statement solely to report that they have ceased to be the beneficial owners
of more than five percent of the Issuer's common stock
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 9, 2000
NORWEST EQUITY PARTNERS IV, L.P.
By ITASCA PARTNERS, as general partner
By: /s/ John P. Whaley
John P. Whaley, As Managing Administrative
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 limited liability partnership whose general partners are the
following individuals: (a) John E. Lindahl, (b) George J. Still, Jr.
and (c) John P. Whaley.
Dated: February 9, 2000
NORWEST EQUITY PARTNERS IV, L.P.
By ITASCA PARTNERS
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA PARTNERS
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
For John E. Lindahl
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
George J. Still, Jr.
16
