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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
UNITED SHIPPING & TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
911498103
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(CUSIP Number)
September 24, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 911498103 13G PAGE 2 OF 5 PAGES
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Person:
Bayview Capital Partners LP
FEIN: 41-1290848
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Bayview Capital Partners LP is a limited partnership formed under the
laws of the State of Delaware.
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Number of
5 Sole Voting Power
Shares
1,366,220
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Beneficially 6 Shared Voting Power
-0-
Owned by -----------------------------------------------------
7 Sole Dispositive Power
Each
1,366,220
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Reporting 8 Shared Dispositive Power
Person With -0-
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,366,220
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
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11 Percent of Class Represented by Amount in Row (9)
11.1%
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12 Type of Reporting Person (See Instructions)
PN
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Page 3 of 5 Pages
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Item 1. (a). Name of Issuer:
The name of the issuer is United Shipping & Technology, Inc.
(b). Address of Issuer's Principal Executive Offices:
The address of the principal executive offices of the issuer
is 9850 51st Avenue North, Suite 110, Plymouth, Minnesota
55442.
Item 2. (a). Name of Person Filing:
This statement is being filed by Bayview Capital Partners LP,
a Delaware limited partnership (the "Reporting Person").
(b). Address of Principal Business Office:
The principal address of the Reporting Person is 641 East
Lake Street, Suite 230, Wayzata, Minnesota 55391.
(c). Citizenship:
The Reporting Person is formed under the laws of the State of
Delaware.
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
911498103
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
Item 4. Ownership:
As of September 24, 1999, the beneficial ownership of shares of the
Reporting Person was as follows:
(a) Amount beneficially owned - 1,366,220 shares
(b) Percent of Class - 11.1%
(c) Of the shares beneficially owned by the Reporting Person, it
has the power to vote or dispose of the shares as follows:
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Page 4 of 5 Pages
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(i) Sole power to vote or to direct the vote - 1,366,220
shares
(ii) Shared power to vote or to direct the vote - 0
shares
(iii) Sole power to dispose or to direct the
disposition of - 1,366,220
(iv) Shared power to dispose or to direct the
disposition of - 0 shares
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security 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 not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held
in connection with or as a participant in any transaction
having such purpose or effect.
Item 11. Exhibits:
None.
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Page 5 of 5 Pages
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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.
BAYVIEW CAPITAL PARTNERS, LP
October 13, 1999
By: BAYVIEW CAPITAL MANAGEMENT LLC
Its: General Partner
By: /s/ Cary Musech
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Cary Musech, Managing Director
