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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)
1
Amendment No.
Progress Software Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
743312100
(CUSIP Number)
Check the following box if a fee is being paid with this statement: [ ]
PAGE 1 OF 9 PAGES
CUSIP NO. 743312100 PAGE 2 OF 9 PAGES
(1) NAME OF REPORTING PERSON Pilgrim Baxter & Associates
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON 23-2797802
(2) CHECK THE APPROPRIATE BOX IF A (A) [X]
MEMBER OF A GROUP* (B) [ ]
(3) SEC USE ONLY
(4) CITIZENSHIP OR
PLACE OF ORGANIZATION Pennsylvania
NUMBER OF (5) SOLE VOTING -0-
SHARES POWER
OWNED BY (6) SHARED VOTING -0-
REPORTING POWER
PERSON (7) SOLE -0-
WITH DISPOSITIVE
POWER
(8) SHARED -0-
DISPOSITIVE
POWER
(9) AGGREGATE AMOUNT BENEFICIALLY -0-
OWNED BY EACH REPORTING PERSON
(10) CHECK BOX IF THE AGGREGATE AMOUNT [ ]
IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED -0-
BY AMOUNT IN ROW (9)
(12) TYPE OF REPORTING PERSON* IA
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 743312100 PAGE 2 OF 9 PAGES
(1) NAME OF REPORTING PERSON Harold J. Baxter
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A (A) [X]
MEMBER OF A GROUP* (B) [ ]
(3) SEC USE ONLY
(4) CITIZENSHIP OR
PLACE OF ORGANIZATION Pennsylvania
NUMBER OF (5) SOLE VOTING -0-
SHARES POWER
OWNED BY (6) SHARED VOTING -0-
REPORTING POWER
PERSON (7) SOLE -0-
WITH DISPOSITIVE
POWER
(8) SHARED -0-
DISPOSITIVE
POWER
(9) AGGREGATE AMOUNT BENEFICIALLY -0-
OWNED BY EACH REPORTING PERSON
(10) CHECK BOX IF THE AGGREGATE AMOUNT [X]
IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED -0-
BY AMOUNT IN ROW (9)
(12) TYPE OF REPORTING PERSON* OO
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 743312100 PAGE 2 OF 9 PAGES
(1) NAME OF REPORTING PERSON Gary L. Pilgrim
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A (A) [X]
MEMBER OF A GROUP* (B) [ ]
(3) SEC USE ONLY
(4) CITIZENSHIP OR
PLACE OF ORGANIZATION Pennsylvania
NUMBER OF (5) SOLE VOTING -0-
SHARES POWER
OWNED BY (6) SHARED VOTING -0-
REPORTING POWER
PERSON (7) SOLE -0-
WITH DISPOSITIVE
POWER
(8) SHARED -0-
DISPOSITIVE
POWER
(9) AGGREGATE AMOUNT BENEFICIALLY -0-
OWNED BY EACH REPORTING PERSON
(10) CHECK BOX IF THE AGGREGATE AMOUNT [X]
IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED -0-
BY AMOUNT IN ROW (9)
(12) TYPE OF REPORTING PERSON* OO
SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1.
(a) NAME OF ISSUER Progress Software Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
14 Oak Park, Bedford, MA 01730
ITEM 2.
(a) NAME OF PERSON FILING Pilgrim Baxter & Associates
(b) ADDRESS OF PRINCIPAL BUSINESS OR, IF NONE, RESIDENCE
1255 Drummers Lane Suite 300, Wayne, PA 19087
(c) CITIZENSHIP Pennsylvania
(d) TITLE OF CLASS OF SECURITIES Common Stock
(e) CUSIP NUMBER 743312100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-2(b), CHECK WHETHER THE
PERSON FILING IS A:
(a) [ ] BROKER REGISTERED UNDER SECTION 15 OF THE ACT
(b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT
(c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(a0(19) OF THE ACT
(d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 203 OF THE INVESTMENT
ADVISERS ACT OF 1940
(e) [X ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT
ADVISERS ACT OF 1940
(f) [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT
FUND; SEE 240.13d-1(b)(1)(ii)(F)
(g) [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH 240.13d-1(b)(ii)(G)
(NOTE: SEE ITEM 7)
(h) [ ] GROUP, IN ACCORDANCE WITH 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED -0-
(b) PERCENT OF CLASS -0-
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE -0-
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE -0-
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF -0-
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF -0-
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 [X ] .
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTING ON BY THE PARENT HOLDING COMPANY
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
ITEM 10. CERTIFICATION
THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED PURSUANT
TO RULE 13d-1(b):
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE
SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS
AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING
OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT
ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSES OR EFFECT.
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.
DATE: February 14, 1997
BY: /s/ Harold J. Baxter
TITLE: Chief Executive Officer
BY: /s/ Gary L. Pilgrim
TITLE: Chief Investment Officer