UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
December 22, 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 11,441 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,338 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,441 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,338 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,779 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)
0.67%
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 192,603 of Common Stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 192,603 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,603 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)
6.84%
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 16,018 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,018 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
--------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,018 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)
0.57%
14 TYPE OF REPORTING PERSON*
CO
Introduction. This Statement on Schedule 13D, Amendment No. 1 amends and
supplements the Statement on Schedule 13D, which was filed on October 28, 2003
(the "Schedule 13D") on behalf of Loeb Partners Corporation, Loeb Arbitrage Fund
and Loeb Offshore Fund in connection with their beneficial ownership of shares
of Common Stock of Ross Systems, Inc.
Item 1. Security and Issuer.
------ -------------------
No change.
Item 2. Identity and Background.
------ -----------------------
No change.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
No change.
Item 4. Purpose of Transaction.
------ ----------------------
Item 4 is hereby amended and supplemented by adding thereto the following
information: On November 1, 2003, an aggregate of 1,525 shares of Common Stock
held by LPC for the account of a customer of LPC were sold to LAF, LOF and LPC,
for its own account and the account of another customer of LPC, as more fully
described under Item 5 hereof.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5, section (a) is hereby amended and restated by deleting the text thereof
in its entirety and inserting the following:
The persons reporting hereby owned the following shares of Stock as of December
31, 2003.
Shares of Common Stock
Loeb Arbitrage Fund 192,603
Loeb Partners Corporation* 18,779
Loeb Offshore Fund 16,018
-----------
227,400
The total shares of Common Stock constitute 8.08% the 2,815,825 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 7,338 shares of Common Stock purchased for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) Item 5, section (c) is hereby amended and supplemented by adding thereto the
following information:
The following purchases of Common Stock have been made in the last sixty (60)
days by the following:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 11-01-03 76** $18.41
11-01-03 46** 18.41
12-04-03 1114 18.02
12-11-03 784 17.82
12-22-03 825 17.82
Holder Shares Average Price
Loeb Arbitrage Fund 11-01-03 1296** 18.410
12-02-03 100 18.068
12-04-03 11441 18.016
12-11-03 8051 17.819
12-22-03 8475 17.817
Holder Shares Average Price
Loeb Offshore Fund 11-01-03 107** $18.41
12-04-03 945 18.02
12-11-03 665 17.82
12-22-03 700 17.82
--------------------
*Including 7,338 shares of Common Stock purchased for the accounts of one
customer of Loeb Partners Corporation as to which it has investment discretion.
**Represents shares sold for the account of one customer of LPC as to which LPC
has investment discretion and to LAF, LOF and LPC, for its own account and for
the account of another customer of LPC. Such shares were effected by an
authorized cross transaction.
Unless otherwise indicated, 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.
December 31, 2003 Loeb Partners Corporation
By: /s/ Gideon J. King, Executive Vice President
December 31, 2003 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Gideon J. King, President
December 31, 2003 Loeb Offshore Fund
By: /s/ Gideon J. King, Director