UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Computer Learning Centers, Inc.
-------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
205199102
---------
(CUSIP Number)
*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 reminder 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).
<PAGE>
Page 2 of 8 pages
CUSIP NO. 205199102 13G
1. Name of Reporting Person General Atlantic Corporation
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. S.E.C. Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 572,126
Beneficially (6) Shared Voting Power 612,780
Owned by Each (7) Sole Dispositi e Power 572,126
Reporting Person (8) Shared Dispositive Power 612,780
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,184,906
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 22.8%
12. Type of Reporting Person CO
<PAGE>
Page 3 of 8 pages
CUSIP NO. 205199102 13G
1. Name of Reporting Person General Atlantic Partners II, L.P.
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3. S.E.C. Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 612,780
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 612,780
9. Aggregate Amount Beneficially Owned by Each Reporting P rson
612,780
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 11.8%
12. Type of Reporting Person PN
<PAGE>
Page 4 of 8 pages
CUSIP NO. 205199102 13G
5. Name of Reporting Person GAP-CLC, L.P.
S.S. or I.R.S. Identifica-
tion No. of Above Person
2. Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
7. S.E.C. Use Only
8. Citizenship or Place of Organization Delaware
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 612,780
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 612,780
9. Aggregate Amount Beneficially Owned by Each Reporting Person
612,780
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11. Percent of Class Represented by Amount in Row 9 11.8%
12. Type of Reporting Person PN
<PAGE>
Page 5 of 8 pages
CUSIP NO. 205199102 13G
Item 1. (a) Name of Issuer
--------------
Computer Learning Centers, Inc.
(b) Address of Issuer's Principal Executive Offices
-----------------------------------------------
11350 Random Hills Road
Suite 240
Fairfax, VA 22030
Item 2. (a) Names of Persons Filing
-----------------------
General Atlantic Corporation ("GAC")
General Atlantic Partners II, L.P. ("GAP II")
GAP-CLC, L.P. ("GAPCLC" and, collectively with GAC and
GAP II, the "Reporting Persons")
(b) Address of Principal Business Office
------------------------------------
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
(c) Citizenship
-----------
GAC, GAP II and GAPCLC -- Delaware
(d) Title of Class of Securities
----------------------------
Common Stock, par value $.01 per share (the "Shares")
(e) CUSIP Number
------------
205199102
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or
13d- 2(b).
<PAGE>
Page 6 of 8 pages
CUSIP NO. 205199102 13G
Item 4. As of December 31, 1996, GAC, GAP II and GAPCLC
owned of record 572,126 Shares, 602,021 Shares and 10,759 Shares,
respectively, or 11.0%, 11.6% and 0.2%, respectively, of the issued
and outstanding Shares. The general partner of GAP II is General
Atlantic Partners, LLC, a Delaware limited liability company
("GAP"). The managing members of GAP are Steven A. Denning,
David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William
O. Grabe and William E. Ford (collectively, the "GAP Managing
Members"). Stephen P. Reynolds, one of the GAP Managing
Members, is the general partner of GAPCLC. By virtue of the fact
that Stephen P. Reynolds is also the general partner authorized and
empowered to vote and dispose of the securities held by GAPCLC,
GAP II and GAPCLC may be deemed to share voting power and the
power to direct the disposition of the Shares which each of them
owns of record. The GAP Managing Members are officers, and
certain of them are shareholders, of General Atlantic Service
Corporation, which advises GAC with respect to the investment in
Computer Learning Centers, Inc.
GAC, GAP II and GAPCLC have entered into a Voting Agreement
made as of May 5, 1995 in which GAP II and GAPCLC agree to cause
the Shares owned by them to be voted in such manner as shall be
determined by GAC in its sole discretion. By virtue of this
Agreement GAC may be deemed to share voting power and the power to
direct the disposition of the Shares owned by GAP II and GAPCLC.
GAC is a wholly-owned subsidiary of Genant Securities N.V., a
Netherlands Antilles corporation ("GS"). The address of GS is c/o
Holland Intertrust N.V., De Ruyter Kade 58A, Netherlands Antilles.
GS is a wholly-owned subsidiary of General Atlantic Investments
Limited, a Bermuda corporation ("GAIL"). The address of GAIL is
Washington Mall II, Church Street, Hamilton 5, Bermuda. GAIL is a
wholly-owned subsidiary of General Atlantic Group Limited, a
Bermuda corporation ("GAGL"). The address of GAGL is Washington
Mall II, Church Street, Hamilton 5, Bermuda. GAGL is a wholly-owned
subsidiary of Exeter Associates Limited, a Bermuda corporation
("EA"). The address of EA is P.O. Box HM 666, Clarendon House,
Church Street, Hamilton HM CX, Bermuda. EA is a wholly-owned
subsidiary of The Atlantic Foundation, a Bermuda grant-making
charitable corporation. The address of The Atlantic Foundation is
P.O. Box HM 666, Clarendon House, Church Street, Hamilton HM CX,
Bermuda.
<PAGE>
Page 7 of 8 pages
CUSIP NO. 205199102 13G
Accordingly, as of December 31, 1996, each of GAP II and
GAPCLC may be deemed to own beneficially an aggregate of 612,780
Shares or 11.8% of the issued and outstanding Shares, and GAC may
be deemed to own beneficially 1,184,906 Shares or 22.8% of the
issued and outstanding Shares. Each of GAP II and GAPCLC has the
shared power to direct the vote and the shared power to direct the
disposition of the 612,780 Shares that may be deemed to be owned
beneficially by each of them. GAC has the sole power to direct the
vote and the sole power to direct the disposition of the 572,126
Shares that it owns of record, and has the shared power to direct
the vote and the shared power to direct the disposition of the
612,780 Shares owned of record by GAP II and GAPCLC.
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
---------------------------------------------------------------
See Item 4.
Item 7. Identification and Classification of 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
---------------------------------------------------------
See Item 4.
Item 9. Notice of Dissolution of Group
------------------------------
Not applicable.
Item 10. Certification
-------------
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Page 8 of 8 pages
CUSIP NO. 205199102 13G
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
GENERAL ATLANTIC CORPORATION
By: /s/ Julie S. Lefkowitz
-----------------------------------
Julie S. Lefkowitz
Vice President and Secretary
GENERAL ATLANTIC PARTNERS II, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ Stephen P. Reynolds
-----------------------------
Stephen P. Reynolds,
a Managing Member
GAP-CLC, L.P.
By: /s/ Stephen P. Reynolds
-----------------------------------
Stephen P. Reynolds
General Partner
