UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Tera Computer Company
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
88076P108
-------------------------------------
(CUSIP Number)
March 16, 2000
-------------------------------------
(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)
[x] Rule 13d-1(c)
[ ] 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).
<PAGE>
CUSIP NO. 88076P108 Page 2 of 9
1 NAME OF REPORTING PERSON
Castle Creek Technology Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,439,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,439,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP NO. 88076P108 Page 3 of 9
1 NAME OF REPORTING PERSON
Castle Creek Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Illinois
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,439,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,439,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP NO. 88076P108 Page 4 of 9
1 NAME OF REPORTING PERSON
John D. Ziegelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,439,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,439,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP NO. 88076P108 Page 5 of 9
1 NAME OF REPORTING PERSON
Daniel Asher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,439,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,439,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,439,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
Page 6 of 9
ITEM 1 (A) NAME OF ISSUER:
Tera Computer Company (the "Issuer")
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
411 First Avenue South
Suite 600
Seattle, WA 98104-2860
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the "Reporting Persons")
are Castle Creek Technology Partners LLC ("CC Technology"), Castle Creek
Partners, L.L.C. ("Advisors"), John D. Ziegelman ("Ziegelman") and Daniel
Asher ("Asher").
ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:
The address of each of the Reporting Persons is 77 West Wacker Drive,
Suite 4040, Chicago, IL 60601.
ITEM 2 (C) CITIZENSHIP:
Advisors is an Illinois limited liability company. CC Technology is a
Delaware limited liability company. Mr. Ziegelman and Mr. Asher are citizens
of the United States of America.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
This statement relates to common stock, par value $0.01 per share, of
the Issuer ("Common Stock").
ITEM 2 (E) CUSIP NUMBER: 88076P108
ITEM 3
This item is not applicable.
Item 4. OWNERSHIP:
(a)-(b) CC Technology beneficially owns 1,439,322 shares of Common
Stock (the "Shares"), which constitutes approximately 4.4% of the Common Stock
outstanding as of March 16, 2000. Each of Advisors, through its relationship
as investment manager of Advisors and Ziegelman and Asher, through their
relationships as managing members of Advisors, may be deemed to beneficially
own all of such Shares. 1,059,322 Shares disclosed in this Schedule 13G as
beneficially owned by the Reporting Persons are issuable upon exercise of
certain warrants, with an exercise price equal to $4.72, owned by CC
Technology.
<PAGE>
Page 7 of 9
(c) CC Technology has shared power to vote or to direct the vote and
to dispose or direct the disposition of all of the Shares. Advisors, as the
investment manager of CC Technology and Mr. Ziegelman and Mr. Asher as the
managing members of Advisors, each may be deemed to share the power to vote or
direct the vote and to dispose or direct the disposition of all of the Shares.
The Reporting Persons expressly declare that the filing of this
statement on Schedule 13G shall not be construed as an admission that they
are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange
Act of 1934, the beneficial owners of any securities covered by this
statement.
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 [X]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
This item is not applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This item is not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
This item is not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
This item is 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 not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
Page 8 of 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: March 20, 2000
CASTLE CREEK TECHNOLOGY PARTNERS LLC CASTLE CREEK PARTNERS, L.L.C.
By: CASTLE CREEK PARTNERS, L.L.C.
By: ______________________
John D. Ziegelman
By:_____________________________
John D. Ziegelman
__________________________
Daniel Asher
_________________________
John D. Ziegelman
<PAGE>
Page 9 of 9
EXHIBIT A
Agreement Relating to the Filing
of Joint Statements on Schedule 13G
Pursuant to Rule 13d-1(k)
It is agreed among the undersigned that the Schedule 13G Statement to which
this document is attached as Exhibit A is filed on behalf of each of the
undersigned as provided in Rule 13d-1(k) of the General Rules and Regulations
of the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended.
Dated: March 20, 2000
CASTLE CREEK TECHNOLOGY PARTNERS LLC CASTLE CREEK PARTNERS, L.L.C.
By: CASTLE CREEK PARTNERS, L.L.C.
By: _______________________
John D. Ziegelman
By:_________________________
John D. Ziegelman
_________________________
Daniel Asher
_______________________
John D. Ziegelman
