UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Aspen Technology, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
045327103
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check appropriate box to designate the rule pursuant to which this Schedule is
filed:
|X| Rule 13d-1(b)
|_| 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
disclosures provided in a prior cover page.
The information required on 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 1 of 6 Pages
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CUSIP No. 53226107 13G
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Capital Resource Company
042631251
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(a) [_]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
A Massachusetts corporation
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5. SOLE VOTING POWER
175,000
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NUMBER OF 6. SHARED VOTING POWER
SHARES 1,603,450
BENEFICIALLY (includes 1,428,450 shares beneficially owned by
OWNED BY a partner of the reporting person that the reporting
EACH person does not purport to beneficially own)
REPORTING ------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 175,000
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8. SHARED DISPOSITIVE POWER
1,603,450
(includes 1,428,450 shares beneficially owned by
a partner of the reporting person that the reporting
person does not purport to beneficially own)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,450
(includes 1,428,450 shares beneficially owned by a partner
of the reporting person that the reporting person does not
purport to beneficially own)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [X]
CERTAIN SHARES (See Instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12. TYPE OF REPORTING PERSON*
PN
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Page 2 of 6 Pages
SCHEDULE 13G
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Item 1(a) Name of Issuer:
Aspen Technology, Inc.
1(b) Address of Issuer's Principal Executive Offices:
Ten Canal Park
Cambridge, MA 02141
Item 2(a) Name of Person Filing:
Massachusetts Capital Resource Company
2(b) Address of Principal Business Office or, if none, Residence:
The Berkeley at 420 Boylston St.
Boston, MA 02116
2(c) Citizenship:
A Massachusetts Corporation
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
04527103
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The reporting person is an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4 Ownership:
4(a) Amount beneficially owned:
The reporting person beneficially owns 1,603,450 shares of
Common Stock of Aspen Technology, Inc. This figure includes
1,428,450 shares of Common Stock beneficially owned, as of
December 31, 2001, by one of the reporting person's
partners, John Hancock Life Insurance Company, a direct
wholly-owned subsidiary of John Hancock Financial Services,
Inc. (See Item 8 and Exhibit A). The reporting person
disclaims beneficial ownership of the shares beneficially
owned by John Hancock Life Insurance Company.
4(b) Percent of Class:
5.1%
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
175,000
Page 3 of 6 Pages
(ii) Shared power to vote or to direct the vote:
1,603,450
(includes 1,428,450 shares beneficially owned by John Hancock
Life Insurance Company that the reporting person does not
purport to beneficially own.)
(iii) Sole power to dispose or to direct the disposition of:
175,000
(iv) Shared power to dispose or to direct the disposition of:
1,603,450
(includes 1,428,450 shares beneficially owned by John Hancock
Life Insurance Company that the reporting person does not
purport to beneficially own.)
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 person has ceased to be the
beneficial owner 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:
The right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the common
stock is held by certain clients of the reporting person, none
of which has such right or power with respect to five percent
or more of the common stock.
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:
This schedule has been filed pursuant to rule
13d-1(b)(1)(ii)(H). Exhibit A hereto sets forth the identity
and Item 3 classification of each member of the group.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Page 4 of 6 Pages
Item 10 Certification:
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business
and 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 such securities and were not acquired and are not
held in connection with or as a participant in any transaction
having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ William J. Torpey, Jr.
Name: William J. Torpey, Jr.
Title: President
February 14, 2002
Page 5 of 6 Pages
Exhibit A
Massachusetts Capital Resource Company is a limited partnership. Each of
its partners is an insurance company as defined in Section 3(a)(19) of the
Securities Exchange Act of 1934. Its general partners are:
John Hancock Life Insurance Company, a direct wholly-owned
subsidiary of John Hancock Financial Services, Inc.
New England Life Insurance Company
Massachusetts Mutual Life Insurance Company
First Allmerica Financial Life Insurance Company
Its limited partners are:
Paul Revere Life Insurance Company
Berkshire Life Insurance Company
Boston Mutual Life Insurance Company
Metropolitan Life Insurance Company
Page 6 of 6 Pages