-----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, ROm0CV1Fhyy6VvrTrF5K+4ULVTrrI89v+Mdnu80/zhP+7QnRdLqbv8HKH8fKCrcS pXti6wyzLQykyka3SjNpIQ== 0000901309-96-000068.txt : 19961211 0000901309-96-000068.hdr.sgml : 19961211 ACCESSION NUMBER: 0000901309-96-000068 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961210 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARCAM CORP CENTRAL INDEX KEY: 0000848551 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042711580 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41161 FILM NUMBER: 96678757 BUSINESS ADDRESS: STREET 1: 95 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159 BUSINESS PHONE: 6179650220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLOVER CAPITAL MANAGEMENT INC /NY/ CENTRAL INDEX KEY: 0000869854 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11 TOBEY VILLAGE OFFICE PARK CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7163856090 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Marcam Corporation (Name of Issuer) Common Stock, $.01 PAR VALUE (Title of Class of Securities) 566140109 (CUSIP Number) Check the following box if a fee is being paid with this statement[ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in 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). *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 the disclosures provided in a prior cover page. The information required in 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). SEC 1745 (2/92) Page 1 of 8 pages CUSIP NO. 566140109 13G PAGE 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CLOVER CAPITAL MANAGEMENT, INC. 16-1263400 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY 6 SHARED VOTING POWER EACH 2,274,750 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,274,750 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,274,750 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 8 pages CUSIP NO. 566140109 13G Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MICHAEL EDWARD JONES ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. AS TO 65,700 SHARES NOT APPLICABLE AS TO BALANCE NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 65,700 OWNED BY 6 SHARED VOTING POWER EACH 2,274,750 REPORTING 7 SOLE DISPOSITIVE POWER PERSON 65,700 WITH 8 SHARED DISPOSITIVE POWER 2,274,750 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340,450 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 8 pages CUSIP NO. 566140109 13G PAGE 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GEOFFREY HAROLD ROSENBERGER ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,274,750 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 2,274,750 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,274,750 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 8 pages CUSIP NO. 566140109 13G PAGE 5 of 8 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARLES WILLIAM RUFF ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. AS TO 3,400 SHARES NOT APPLICABLE AS TO BALANCE NUMBER OF 5 SOLE VOTING POWER SHARES 1,000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,277,150 EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,000 PERSON 8 SHARED DISPOSITIVE POWER WITH 2,277,150 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,278,150 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.6% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 8 pages ITEM 1. (A) NAME OF ISSUER Marcam Corporation (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 95 Wells Avenue Newton, MA 02159 ITEM 2. THE FOLLOWING INFORMATION IS GIVEN FOR THE CORPORATION AND PERSONS LISTED BELOW (COLLECTIVELY, THE "REPORTING PERSONS") (1) (A) Clover Capital Management, Inc. ("Clover") (B) Address of principal business office: 11 Tobey Village Office Park Pittsford, NY 14534 (C) Citizenship: Incorporated in the State of New York (2) (A) Michael E. Jones (B) Address of principal business office: 11 Tobey Village Office Park Pittsford, NY 14534 (C) Citizenship: United States of America (3) (A) Geoffrey H. Rosenberger (B) Address of principal business office: 11 Tobey Village Office Park Pittsford, NY 14534 (C) Citizenship: United States of America (4) (A) Charles W. Ruff (B) Address of principal business office: 11 Tobey Village Office Park Pittsford, NY 14534 (C) Citizenship: United States of America (D) TITLE OF CLASS OF SECURITIES Common Stock, $.01 Par Value (E) CUSIP NUMBER 566140109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (A) [ ] Broker or Dealer 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(A)(19) of the Act (D) [ ] Investment Company registered under section 8 of the Investment Company Act (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 section 240.13d-1(b)(1)(ii)(F) (G) [ ] Parent Holding Company, in accordance with section>240.13d- 1(b)(ii)(G) (H) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H) Page 6 of 8 pages ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED See item 9 on pages 1, 2, 3 and 4 (B) PERCENT OF CLASS See item 11 on pages 1, 2, 3 and 4 (C) NUMBER OF SHARES AS TO WHICH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE See item 5 on pages 1, 2, 3 and 4 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE See item 6 on pages 1, 2, 3 and 4 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF See item 7 on pages 1, 2, 3 and 4 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF See item 8 on pages 1, 2, 3 and 4 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 aggregate number and percentage of the subject securities beneficially owned by each of the Reporting Persons is as follows: Name No. of Shares Percentage ----------------------- ------------- ---------- Clover 2,274,750 15.5000 Michael E. Jones 65,700 .0040 Geoffrey H. Rosenberger 0 0.0000 Charles W. Ruff 3,400 .0002 As investment adviser to the client accounts owning the subject securities, Clover shares the voting and dispositive power with the account owner of each account. As directors of Clover, Messrs. Jones, Rosenberger and Ruff share the dispositive powers with Clover. In addition, Mr. Jones holds sole voting and dispositive power with respect to the subject securities beneficially owned by him (other than indirectly through Clover), and Mr. Ruff holds sole voting and dispositive power with respect to 1,000 shares and shared voting and dispositive power with respect to 2,400 of the subject securities beneficially owned by him (other than indirectly through Clover). 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 Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable ITEM 10. CERTIFICATION 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. Page 7 of 8 pages 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. CLOVER CAPITAL MANAGEMENT, INC. December 9, 1996 By:/s/ Michael E. Jones - ---------------- ----------------------------- Date Michael E. Jones Managing Director December 9, 1996 /s/ Michael E. Jones - ---------------- ------------------------------- Date Michael E. Jones December 9, 1996 /s/ Geoffrey H. Rosenberger - ---------------- ------------------------------ Date Geoffrey H. Rosenberger December 9, 1996 /s/ Charles W. Ruff - ---------------- ------------------------------ Date Charles W. Ruff Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----