-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wj9do2mVJSa+pN5jHAF/AYcbKIeNUkJ7AVA5pzqVTHCvMZY/ECjiqXIEs5WvRC8n K2oNOjUBrfof53BJ/z1BMA== /in/edgar/work/0001033475-00-000020/0001033475-00-000020.txt : 20001003 0001033475-00-000020.hdr.sgml : 20001003 ACCESSION NUMBER: 0001033475-00-000020 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: [3578 ] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33248 FILM NUMBER: 733516 BUSINESS ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3012016000 MAIL ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705-1291 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVENIR CORP/DC CENTRAL INDEX KEY: 0001033475 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 541146619 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1725 K STREET N W STREET 2: SUITE 410 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026594427 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MICROS Systems, Inc. ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class and Securities) 594901100 ___________________________________________ (CUSIP Number of Class of Securities) Peter C. Keefe President Avenir Corporation 1725 K Street, NW Suite 401 Washington DC 20006 (202) 659-4427 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 2000 ___________________________________________ (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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [ ] CUSIP No. 594901100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Avenir Corporation I.D. No. 54-1146619 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment advisory clients ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Virginia ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 907,738 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 907,738 shares ________________________________ :(10) SHARED DISPOSITIVE POWER : ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 907,738 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.2% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 594901100 13D Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the common stock (the "Securities") of MICROS Systems, Inc., a Maryland corporation (the "Issuer"). The Issuer has its principal executive offices located at 7031 Columbia Gateway Drive, Columbia, Maryland 21046. Item 2. Identity and Background Avenir Corporation ("Avenir") is an investment advisor registered with the Securities & Exchange Commission under the Investment Advisers Act of 1940, as amended. Avenir is a Virginia Corporation. The firm's address is 1725 K Street, NW, Suite 401, Washington, DC 20006. Avenir serves as an investment advisor to various individual clients, institutions (including qualified retirement plans), and endowment funds. (d) During the last five years, Avenir has not been convicted in any criminal proceeding. (e) During the last five years, Avenir has not been a party to any civil or administrative proceeding involving any alleged violations of any securities laws. Item 3. Source and Amount of Funds or Other Consideration The Securities of the Issuer were primarily acquired on behalf of the investment advisory clients of Avenir under sole or shared discretionary authority granted Avenir. In addition, Avenir and/or its principal officers and employees purchased shares in the Issuer for their personal accounts. The aggregate amount of funds used to purchase the securities reported in this filing totaled approximately $17,101,908. In addition, none of the proceeds used to purchase the Securities were expressly provided through borrowings, though certain accounts managed by Avenir may carry margin balances from time to time. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which Avenir has sole discretionary investment or voting power, as well as on behalf of accounts of Avenir and the employees of Avenir. All purchases of Securities were made for investment purposes only, in the ordinary course of business of Avenir as a registered investment advisor. Avenir may purchase additional Securities on behalf of clients and its own employees in the future, or may sell all or a part of the current holdings of the Securities. Avenir is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Avenir analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies, often at management's invitation. Avenir qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Avenir utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Avenir may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters in which Avenir may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause the Company's true economic value to be recognized. In such situations, Avenir may elect to file Schedule 13D, or to convert an existing filing on Schedule 13G to a filing on Schedule 13D, in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. In this situation, Avenir has had conversations with a third party, and may have additional conversations with this and one or more other third parties and/or the Issuer's management, regarding actions or transactions of the type described in clauses (a) through (j) of Item 4 of the Schedule 13D form. To obtain the necessary flexibility to discuss any such actions or transactions with any such third parties or with the Issuer's management, Avenir is filing Schedule 13D. Avenir will thus be able to discuss any such proposals with the respective third parties and/or with management of the Issuer as a means of fulfilling its fiduciary duties to its clients. As the result of this filing on Schedule 13D, and depending on the circumstances, Avenir and its clients could support one or more of the actions or transactions described in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 907,738 shares of the common stock of the Issuer, constituting approximately 5.2% of the 17,347,218 shares outstanding. (b) Avenir generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts, for which Avenir generally makes recommendations with respect thereto. (c) All purchase or sale transactions in the Securities during the past sixty days are set forth on Schedule I. (d) The investment advisory clients of Avenir have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Avenir are established in written investment advisory agreements between clients and Avenir, which are entered into in the normal and usual course of the business of Avenir as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Avenir may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts; such authority is generally retained by the clients for accounts classified as "non-discretionary". Item 7. Material to be Filed as an Exhibit Schedule I. Purchase and sale transactions within the past 60 days. SIGNATURES 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. Dated: September 29, 2000 AVENIR CORPORATION By /s/ Peter C. Keefe _______________________________ Peter C. Keefe President SCHEDULE I PURCHASE ("by") AND SALE ("sl") TRANSACTIONS WITHIN PAST 60 DAYS All purchases and sales listed below were normal, open-market transactions. Transaction Type Security Date Quantity Total Price Per share sl Micros Systems 08/15/2000 1300 $31,469 $24.207 by Micros Systems 08/24/2000 200 $4,900 $24.500 by Micros Systems 08/28/2000 500 $11,188 $22.375 by Micros Systems 09/01/2000 400 $6,875 $17.188 by Micros Systems 09/01/2000 1000 $17,188 $17.188 by Micros Systems 09/01/2000 400 $6,875 $17.188 sl Micros Systems 09/18/2000 300 $4,688 $15.625 by Micros Systems 09/20/2000 3000 $46,875 $15.625 by Micros Systems 09/20/2000 2000 $31,250 $15.625 by Micros Systems 09/20/2000 100 $1,563 $15.625 by Micros Systems 09/20/2000 1000 $15,625 $15.625 by Micros Systems 09/20/2000 1000 $15,625 $15.625 by Micros Systems 09/20/2000 250 $3,906 $15.625 by Micros Systems 09/20/2000 2500 $39,063 $15.625 by Micros Systems 09/20/2000 300 $4,688 $15.625 by Micros Systems 09/22/2000 300 $4,484 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 200 $2,989 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 400 $5,978 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 2000 $29,890 $14.945 by Micros Systems 09/22/2000 300 $4,484 $14.945 by Micros Systems 09/22/2000 300 $4,484 $14.945 by Micros Systems 09/22/2000 600 $8,967 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 400 $5,978 $14.945 by Micros Systems 09/22/2000 1500 $22,418 $14.945 by Micros Systems 09/22/2000 1500 $22,418 $14.945 by Micros Systems 09/22/2000 3000 $44,835 $14.945 by Micros Systems 09/22/2000 1500 $22,418 $14.945 by Micros Systems 09/22/2000 800 $11,956 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 19000 $283,957 $14.945 by Micros Systems 09/22/2000 3000 $44,835 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 300 $4,484 $14.945 by Micros Systems 09/22/2000 1000 $14,945 $14.945 by Micros Systems 09/22/2000 2000 $29,890 $14.945 by Micros Systems 09/22/2000 400 $5,978 $14.945 by Micros Systems 09/22/2000 500 $7,473 $14.945 by Micros Systems 09/25/2000 50 $802 $16.031 by Micros Systems 09/25/2000 1000 $16,031 $16.031 by Micros Systems 09/25/2000 500 $8,016 $16.031 by Micros Systems 09/25/2000 400 $6,413 $16.031 by Micros Systems 09/25/2000 5000 $80,157 $16.031 by Micros Systems 09/25/2000 21350 $342,268 $16.031 by Micros Systems 09/25/2000 300 $4,809 $16.031 by Micros Systems 09/25/2000 100 $1,603 $16.031 by Micros Systems 09/25/2000 300 $4,809 $16.031 by Micros Systems 09/25/2000 100 $1,603 $16.031 by Micros Systems 09/26/2000 5000 $76,875 $15.375 by Micros Systems 09/26/2000 500 $7,688 $15.375 by Micros Systems 09/26/2000 900 $14,288 $15.875 by Micros Systems 09/28/2000 2000 $31,500 $15.750 by Micros Systems 09/28/2000 800 $12,100 $15.125 -----END PRIVACY-ENHANCED MESSAGE-----