UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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MANUGISTICS GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.002 PER SHARE
(Title of Class of Securities)
565011103
(CUSIP Number)
-----------------------
STEPHEN P. REYNOLDS
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 08330
TEL. NO.: (203) 622-3050
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
JULY 1, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
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Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 565011103 PAGE 2 OF 8 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ATLANTIC PARTNERS, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,373,648
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,373,648
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,648
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
OO
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<PAGE>
SCHEDULE 13D
CUSIP NO. 565011103 PAGE 3 OF 8 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP COINVESTMENT PARTNERS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,373,648
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,373,648
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,648
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 565011103 PAGE 4 OF 8 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ATLANTIC PARTNERS 26, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,373,648
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,373,648
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,373,648
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
CUSIP NO. 565011103 PAGE 5 OF 8 PAGES
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Amendment No. 1 to Schedule 13D
-------------------------------
The statement on Schedule 13D filed on February 20, 1996 (the
"Statement"), relating to the Common Stock, par value $.002 per share (the
"Shares"), issued by Manugistics Group, Inc. (the "Company"), is hereby amended
by this Amendment No. 1 as indicated below. Unless otherwise indicated, all
capitalized terms shall have the meaning provided in the Statement.
Item 2. Identity and Background
-----------------------
Item 2 is hereby amended and restated to read in its entirety, as
-----------------------------------------------------------------
follows:
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This statement is being filed by a group, as defined in Rule 13d-5
of the General Rules and Regulations under the Securities and Exchange Act of
1934, as amended. The members of the group are General Atlantic Partners, LLC, a
Delaware limited liability company ("GAP LLC"), General Atlantic Partners 26,
L.P., a Delaware limited partnership ("GAP 26"), and GAP Coinvestment Partners,
L.P., a New York limited partnership ("GAPCO" and, collectively with GAP 26 and
GAP LLC, the "Reporting Persons"). GAP LLC, GAP 26 and GAPCO are located at 3
Pickwick Plaza, Greenwich, Connecticut 06830. The Reporting Persons are engaged
in acquiring, holding and disposing of interests in various companies for
investment purposes. The general partner of GAP 26 is GAP LLC. The managing
members of GAP LLC are Steven A. Denning, David C. Hodgson, Stephen P. Reynolds,
J. Michael Cline, William O. Grabe and William E. Ford (collectively, "the GAP
LLC Managing Members"). The GAP LLC Managing Members are also the general
partners of GAPCO.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been a defendant in (i) any criminal proceeding or
(ii) any civil proceeding which
<PAGE>
CUSIP NO. 565011103 PAGE 6 OF 8 PAGES
---------------------------
has resulted in any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended and restated to read in its entirety, as
-----------------------------------------------------------------
follows:
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(a) As of July 3, 1997, GAP LLC, GAP 26 and GAPCO each own of record
no Shares, 1,183,314 Shares and 190,334 Shares, respectively, or 0%, 5.4% and
0.9%, respectively, of the issued and outstanding Shares. By virtue of the fact
that the GAP LLC Managing Members are also the general partners authorized and
empowered to vote and dispose of the securities held by GAPCO, GAP 26 and GAPCO
may be deemed to share voting power and the power to direct the disposition of
the Shares which each partnership owns of record. Accordingly, as of July 3,
1997, each of GAP LLC, GAP 26 and GAPCO may be deemed to own beneficially an
aggregate of 1,373,648 Shares or 6.3% of the issued and outstanding shares.
(b) Each of GAP LLC, GAP 26 and GAPCO has the shared power to direct
the vote and the shared power to direct the disposition of the 1,373,648 Shares
that may be deemed to be owned beneficially by each of them.
(c) On June 30, GAP 26 distributed an aggregate of 400,000 Shares to
its limited partners and its general partner. Of the 400,000 Shares, 69,860 were
distributed to GAP LLC, the general partner of GAP 26.
(d) Beginning on July 1, 1997 the Reporting Persons made the
following dispositions in the public market:
<PAGE>
CUSIP NO. 565011103 PAGE 7 OF 8 PAGES
---------------------------
<TABLE>
<CAPTION>
Date GAPCO GAP 26 GAP LLC Total Price Per Total Price
- ---- ----- ------ ------- ----- --------- -----------
Share
-----
<S> <C> <C> <C> <C> <C> <C>
07/01/97 11,986 0 13,014 25,000 $43.50 $ 1,087,500
07/02/97 52,366 0 56,846 109,212 $42.08 $4,595,640.96
Total 64,352 0 69,860 134,212 $5,683,140.96
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
CUSIP NO. 565011103 PAGE 8 OF 8 PAGES
---------------------------
SIGNATURES
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.
Dated as of July 14, 1997.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Stephen P. Reynolds
--------------------------
Stephen P. Reynolds
A Managing Member
GENERAL ATLANTIC PARTNERS 26, L.P.
By: General Atlantic Partners, LLC
its General Partner
By: /s/ Stephen P. Reynolds
--------------------------
Stephen P. Reynolds
A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Stephen P. Reynolds
--------------------------
Stephen P. Reynolds
A General Partner
