SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Primus Knowledge Solutions, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74163Q 10 0
(CUSIP Number)
(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).
13G
CUSIP NO. 74163Q 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V, L. P.
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 1,441,166
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,441,166
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,166
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.65%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 74163Q 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V, L.L.P.
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 1,441,166
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,441,166
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,166
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.65%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 74163Q 10 0
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 1,441,166
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,441,166
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,166
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.65%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 74163Q 10 0
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 1,441,166
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,441,166
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,166
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.65%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 74163Q 10 0
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 1,441,166
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,441,166
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,166
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.65%
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:
Primus Knowledge Solutions, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1601 Fifth Avenue, Suite 1900
Seattle, WA 98101
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners V, L.P.
2. Itasca Partners V, L.L.P.
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 V, L.P.
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca Partners V, L.P.
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.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
5. John P. Whaley
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Equity Partners V, L.P. on behalf of
all of the persons listed above pursuant to Rule 13d-1(d) and Rule
13d-1(k). Norwest Equity Partners V, L.P. is a Minnesota limited
partnership. Itasca Partners V, L.L.P., a Minnesota limited liability
partnership, is the general partner of Norwest Equity Partners V, L. P.
George J. Still, Jr. and John E. Lindahl are the managing partners, and
John P. Whaley is the managing administrative partner of Itasca
Partners V.
Item 2(c) Citizenship:
1. Norwest Equity Partners V, L.P.: Minnesota limited
partnership
2. Itasca Partners V, L.L.P.: Minnesota corporation
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:
74163Q 10 0
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners V, L. P.: At December 31, 1999, Norwest
Equity Partners V, L. P. ("NEP V") owned 1,441,166 shares of common
stock. This amount represented 10.65% of the total shares of common
stock outstanding at that date. NEP V has no rights to acquire
additional shares through the exercise of options or otherwise.
(2) Itasca Partners V, L.L.P.: At December 31, 1999, Itasca Partners
V was deemed to own, by virtue of its affiliation with NEP V, 1,441,166
shares of common stock. This amount represented 10.65% of the total
shares of common stock outstanding at that date.
(3) John E. Lindahl: At December 31, 1999, John E. Lindahl was deemed
to own 1,441,166 shares of common stock by virtue of his affiliation
with NEP V. This amount represented 10.65% of the total shares of
common stock outstanding at that date.
(4) George J. Still, Jr.: At December 31, 1999, George J. Still, Jr.
was deemed to own 1,441,166 shares of common stock by virtue of his
affiliation with NEP V. This amount represented 10.65% of the total
shares of common stock outstanding at that date.
(5) John P. Whaley: At December 31, 1999, John P. Whaley was deemed
to own 1,441,166 shares of common stock by virtue of his affiliation
with NEP V. This amount represented 10.65% of the total shares of
common stock outstanding at that date.
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 [ ].
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 V, L.P.
By ITASCA PARTNERS V, L.L.P., 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 V, L.P. on its own behalf and on behalf of (a) Itasca Partners
V, L.L.P., 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 V, L.P.
By ITASCA PARTNERS V., L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA PARTNERS V, L.L.P.
/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.
8
