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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Best Software, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
086579109
(CUSIP Number)
December 31, 1998
(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 ("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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CUSIP NO. 086579109 13G PAGE 2 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edison Venture Fund, L.P. 22-2725572
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,168,465
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
8 SHARED DISPOSITIVE POWER
2,168,465
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,465
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 086579109 13G PAGE 3 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edison Partners, L.P. 22-2703711
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,168,465
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
8 SHARED DISPOSITIVE POWER
2,168,465
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,465
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 086579109 13G PAGE 4 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Martinson ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
77,033
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,184,365
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 77,033
8 SHARED DISPOSITIVE POWER
2,184,365
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,261,398
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 086579109 13G PAGE 5 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard J. Defieux ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,168,465
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
8 SHARED DISPOSITIVE POWER
2,168,465
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,465
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 086579109 13G PAGE 6 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gustav H. Koven, III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
1,991
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,168,465
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 1,991
8 SHARED DISPOSITIVE POWER
2,168,465
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,170,456
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 086579109 13G PAGE 7 OF 11 PAGES
Item 1(a). Name of Issuer: Best Software, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 11413 Isaac
Newton Square, Reston, VA 20190.
Item 2(a). Names of Persons Filing: Edison Venture Fund, L.P. ("Edison
Venture Fund"); Edison Partners, L.P. ("Edison Partners");
John H. Martinson, Richard J. Defieux and Gustav H. Koven, III
(collectively, the "General Partners"). The General Partners,
Edison Venture Fund and Edison Partners collectively are
referred to as the "Reporting Persons".
Item 2(b). Address of Principal Business Office: The principal business
address of the Reporting Persons is 1009 Lenox Drive #4,
Lawrenceville, NJ 08648.
Item 2(c). Citizenship: Edison Venture Fund and Edison Partners are
limited partnerships organized under the laws of the State of
Delaware. Each of the General Partners is a U.S. citizen.
Item 2(d). Title of Class of Securities: Common Stock, no par value (the
"Common Stock").
Item 2(e). CUSIP Number: 086579109
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. / /
Not Applicable.
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CUSIP NO. 086579109 13G PAGE 8 OF 11 PAGES
Item 4. Ownership:
(a) Amount Beneficially Owned: Each of Edison Venture Fund
and Edison Partners may be deemed to beneficially own
2,168,465 shares of Common Stock as of December 31,
1998. John H. Martinson may be deemed to beneficially
own 2,261,398 shares of Common Stock as of December
31, 1998. Richard J. Defieux may be deemed to
beneficially own 2,168,465 shares of Common Stock as
of December 31, 1998. Gustav H. Koven, III may be
deemed to beneficially own 2,170,456 shares of Common
Stock as of December 31, 1998.
Edison Venture Fund is the record owner of 2,168,465
shares of Common Stock as of December 31, 1998. John H.
Martinson is the record owner of 77,033 shares of
Common Stock as of December 31, 1998. Gustav H. Koven,
III is the record owner of 1,991 shares of Common Stock
as of December 31, 1998. Each of the General Partners
expressly disclaims beneficial ownership of any shares
of Common Stock owned by Edison Venture Fund. John H.
Martinson expressly disclaims beneficial ownership of
15,900 shares of Common Stock held by him as custodian
for his children.
Edison Partners is the sole general partner of Edison
Venture Fund. The General Partners are the general
partners of Edison Partners.
(b) Percent of Class: Edison Venture Fund, 18.6%; Edison
Partners, 18.6%; John H. Martinson, 19.4%; Richard J.
Defieux, 18.6%; and Gustav H. Koven, III, 18.7%. The
foregoing percentages are calculated based on the
11,640,121 shares of Common Stock reported by the
Issuer to be outstanding as of October 31, 1998.
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote: Edison
Venture Fund, 0; Edison Partners, 0; John H.
Martinson, 77,033; Richard J. Defieux, 0; Gustav
H. Koven, III, 1,991.
(ii) Shared power to vote or to direct the vote:
Edison Venture Fund, 2,168,465; Edison Partners,
2,168,465; John H. Martinson, 2,184,365; Richard
J. Defieux, 2,168,465; Gustav H. Koven, III,
2,168,465.
(iii) Sole power to dispose or direct the disposition
of: Edison Venture Fund, 0; Edison Partners, 0;
John H. Martinson, 77,033; Richard J. Defieux, 0;
Gustav H. Koven, III, 1,991.
(iv) Shared power to dispose or direct the disposition
of: Edison Venture Fund, 2,168,465; Edison
Partners, 2,168,465; John H. Martinson,
2,184,365; Richard J. Defieux, 2,168,465; Gustav
H. Koven, III, 2,168,465.
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 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:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
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CUSIP NO. 086579109 13G PAGE 9 OF 11 PAGES
Item 8. Identification and Classification of Members of the Group:
Not Applicable. Edison Venture Fund, Edison Partners and each
of the General Partners expressly disclaim membership in a
"group" as defined in Rule 13d-5(b)(1).
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
Not Applicable. This statement on Schedule 13G is not filed
pursuant to either Rule 13d-1(b) or Rule 13d-1(c).
<PAGE> 10
CUSIP NO. 086579109 13G PAGE 10 OF 11 PAGES
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 1999. EDISON VENTURE FUND, L.P.
By: Edison Partners, L.P.,
its General Partner
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
EDISON PARTNERS, L.P.
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
/s/ John H. Martinson
------------------------
John H. Martinson
/s/ Richard J. Defieux
------------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
------------------------
Gustav H. Koven, III
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CUSIP NO. 086579109 13G PAGE 11 OF 11 PAGES
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of stock of Best Software, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 12, 1999. EDISON VENTURE FUND, L.P.
By: Edison Partners, L.P.,
its General Partner
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
EDISON PARTNERS, L.P.
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
/s/ John H. Martinson
------------------------
John H. Martinson
/s/ Richard J. Defieux
------------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
------------------------
Gustav H. Koven, III
