UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___ )*
Ross Systems Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
778303206
(CUSIP Number)
Vicki Z. Holleman
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 2003
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 remained 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).
SCHEDULE 13D
CUSIP NO. 778303206
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,715 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,744 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,715 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,744 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,459 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
SCHEDULE 13D
CUSIP NO. 778303206
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 163,240 of Common Stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 163,240 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,240 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 778303206
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 13,601 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,601 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,601 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of Ross Systems, Inc., Two Concourse
Parkway, Suite 800, Atlanta, Georgia, 30328.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation and a
registered investment advisor, with the same address. Its President is Gideon J.
King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board,
Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb
Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a
Delaware corporation. It is a registered broker/dealer and a registered
investment adviser. Thomas L. Kempner is its Chairman of the Board of Directors
and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a
director. Gideon J. King is Executive Vice President. Loeb Holding Corporation
("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the
sole stockholder of LAM and LPC. Thomas L. Kempner is its Chairman of the Board
of Directors as well as its Chief Executive Officer and majority stockholder.
Edward E. Matthews, Norman N. Mintz and Peter A. Tcherepnine are also directors.
Mr. Matthews' address is 70 Pine Street, New York, New York 10270. Loeb Offshore
Fund, Ltd., ("LOF") is an exempted company incorporated in the Cayman Islands.
Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a
registered investment adviser and is wholly owned by LHC. It is the investment
adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and
Managers of LOM. The business address of all individuals other than Mr. Matthews
is 61 Broadway, New York, New York, 10006. All of the individuals named are
United States citizens. None have been, within the last five years, convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been or are subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common stock were acquired by LAF, LPC and LOF in margin accounts
maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC and LOF have acquired shares of Common Stock for investment purposes.
LAF, LPC and LOF reserve the right to sell shares of Common Stock or to acquire
additional shares in open market transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Stock as of
October 3, 2003.
Shares of Common Stock
Loeb Arbitrage Fund 163,240
Loeb Partners Corporation* 17,459
Loeb Offshore Fund 13,601
-----------
194,300
The total shares of Common Stock constitute 6.90% the 2,815,825 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 7,744 shares of Common Stock purchased for the accounts of two
customers of Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following:
Purchases of Preferred Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 09-04-03 1440 $18.57
09-04-03 270 18.52
09-05-03 4725 18.57
09-08-03 900 18.51
09-09-03 270 18.51
09-09-03 248 18.48
09-09-03 136 18.48
09-10-03 606 18.45
09-11-03 480 18.42
09-15-03 1052 18.37
09-16-03 54 18.31
09-17-03 873 19.27
09-18-03 2700 18.06
09-19-03 830 15.56
09-19-03 99 18.00
09-22-03 99 18.54
09-24-03 276 18.51
09-24-03 240 18.52
09-25-03 203 18.56
09-29-03 511 18.47
09-30-03 655 17.64
10-03-03 792 17.74
Holder Shares Average Price
Loeb Arbitrage Fund 09-04-03 13440 $18.56
09-04-03 2520 18.52
09-05-03 44100 18.57
09-08-03 8400 18.51
09-09-03 3864 18.51
09-09-03 1850 18.46
09-09-03 840 18.51
09-10-03 5880 18.44
09-11-03 4200 18.41
09-15-03 8288 18.37
09-16-03 504 18.31
09-17-03 8148 18.24
09-18-03 25200 18.06
.. 09-19-03 1024 18.001
09-19-03 8643 18.555
09-22-03 9244 18.532
09-24-03 672 18.555
09-24-03 4200 18.505
09-25-03 206 18.555
09-29-03 5040 17.845
09-30-03 6275 17.622
10-03-03 7392 17.740
Holder Shares Average Price
Loeb Offshore Fund 09-04-03 210 $18.57
09-04-03 1120 18.52
09-05-03 3675 18.57
09-08-03 700 18.51
09-09-03 154 18.51
09-09-03 70 18.48
09-09-03 322 18.48
09-10-03 490 18.45
09-11-03 350 18.42
09-15-03 700 18.37
09-16-03 42 18.31
09-17-03 679 18.27
09-18-03 77 18.06
09-19-03 707 18.56
09-19-03 2100 18.00
09-22-03 77 18.54
09-24-03 350 18.51
09-24-03 56 18.52
09-25-03 168 18.56
09-29-03 420 17.47
09-30-03 518 17.64
10-03-03 616 17.74
--------------------
*Including 7,744 shares of Common Stock purchased for the accounts of two
customers of Loeb Partners Corporation as to which it has investment discretion.
All reported transactions were effected on Nasdaq.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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.
October 28, 2003 Loeb Partners Corporation
By: /s/ Gideon J. King, Executive Vice President
October 28, 2003 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Gideon J. King, President
October 28, 2003 Loeb Offshore Fund
By: /s/ Gideon J. King, Director