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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Made2Manage Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
556466-10-0
(CUSIP Number)
December 31, 1998
(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)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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CUSIP No.556466-10-0 SCHEDULE 13G Page 2 of 12
1 Name Of Reporting Person H&Q LONDON VENTURES
IRS Identification No. Of Above Person 94-2966540
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
England
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
807,606
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
976,793
9 Aggregate Amount Beneficially Owned By Each Reporting Person
976,793
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
21.6%
12 Type Of Reporting Person*
PN
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CUSIP No.556466-10-0 SCHEDULE 13G Page 3 of 12
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS
IRS Identification No. Of Above Person 94-2949080
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
807,606
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
976,793
9 Aggregate Amount Beneficially Owned By Each Reporting Person
976,793
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
21.6%
12 Type Of Reporting Person*
PN
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CUSIP No.556466-10-0 SCHEDULE 13G Page 4 of 12
1 Name Of Reporting PersonH&Q VENTURE PARTNERS, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
807,606
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
976,793
9 Aggregate Amount Beneficially Owned By Each Reporting Person
976,793
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
21.6%
12 Type Of Reporting Person*
C0
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CUSIP No.556466-10-0 SCHEDULE 13G Page 5 of 12
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
IRS Identification No. Of Above Person 94-2856927
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
807,606
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
976,793
9 Aggregate Amount Beneficially Owned By Each Reporting Person
976,793
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
21.6%
12 Type Of Reporting Person*
CO
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CUSIP No.556466-10-0 SCHEDULE 13G Page 6 of 12
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-3246636
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
807,606
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
976,793
9 Aggregate Amount Beneficially Owned By Each Reporting Person
976,793
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
21.6%
12 Type Of Reporting Person*
HC, CO
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CUSIP No.556466-10-0 SCHEDULE 13G Page 7 of 12
Item 1(a). Name of Issuer.
Made2Manage Systems, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
9002 Purdue Road, Indianapolis, IN 46268.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages
of this Schedule, which Items are incorporated by reference
herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush Street,
San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages
of this Schedule, which Items are incorporated by reference
herein.
Item 2(d). Title of Class of Securities.
Common stock ("Common Stock").
Item 2(e). CUSIP Number.
556466-10-0
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of
the cover pages to this Schedule, which Items are incorporated by
reference herein. According to information furnished to the
reporting persons by the Issuer, there were 4,523,278 shares of
Common Stock issued and outstanding as of December 31, 1998. At
December 31, 1998, the following shares of Common Stock were held
directly by the following persons:
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CUSIP No.556466-10-0 SCHEDULE 13G Page 8 of 12
Common Stock
Person Directly Owned
H&Q London Ventures 520,562
Hamco Capital Corporation -0-
Hambrecht & Quist Venture Partners -0-
Hambrecht & Quist California 287,044
TOTAL 807,606
Because voting and investment decisions concerning the
above securities may be made by or in conjunction with Hambrecht
& Quist Venture Partners ("H&Q Venture Partners"), H&Q Venture
Partners, LLC, Hambrecht & Quist California ("H&Q California")
and Hambrecht & Quist Group ("H&Q Group"), each of the reporting
persons may be deemed a member of a group that shares voting and
dispositive power over all of the above securities. Although the
reporting persons are reporting such securities as if they were
members of a group, the filing of this Schedule shall not be
construed as an admission by any reporting person that it is a
beneficial owner of any securities other than those directly held
by such reporting person.
In addition, Hambrecht & Quist Group may be determined
to be the beneficial owner 169,187 shares of Common Stock held by
Ivory and Sime Enterprise Capital PLC (formerly known as The
Independent Investment Company PLC). Pursuant to existing
arrangements, Hambrecht & Quist Group does not have voting power
over such shares, but may be considered to have investment power.
Although such shares are included in the number of shares
beneficially owned by the reporting persons for purposes of this
Schedule, the reporting persons disclaim beneficial ownership of
such shares for any purpose.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is also
possible that the individual general partners, directors,
executive officers, members and/or managers of the foregoing
entities might be deemed the "beneficial owners" of some or all
of the securities to which this Schedule relates in that they
might be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the
beneficial owner of any of the securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
Hamco Capital Corporation ("Hamco"), a corporation
controlled by William R. Hambrecht, and Mr. Hambrecht previously
reported their beneficial ownership of Issuer securities as
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CUSIP No.556466-10-0 SCHEDULE 13G Page 9 of 12
members of a group that included the foregoing reporting persons.
However, Hamco and Mr. Hambrecht are no longer members of such
group. Mr. Hambrecht was previously affiliated with the
foregoing reporting persons, including as a director and officer
of H&Q Group and H&Q California, and as one of the two general
partners of H&Q Venture Partners. Mr. Hambrecht resigned his
positions from H&Q Group and H&Q California as of January 1,
1998, and he withdrew as a general partner of H&Q Venture
Partners as of April 3, 1998. Accordingly, Mr. Hambrecht and
Hamco are not now beneficial owners of the securities reported in
this Schedule 13G, and the reporting persons are not now
beneficial owners of the securities owned by Hamco or Mr.
Hambrecht.
This Schedule does not include shares of Common Stock,
if any, held by Hambrecht & Quist LLC in its trading account if
it is a market maker in the Issuer's Common Stock.
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 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.
Not applicable.
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CUSIP No.556466-10-0 SCHEDULE 13G Page 10 of 12
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 10, 1999.
H&Q LONDON VENTURES H&Q VENTURE PARTNERS, LLC
By: /s/ Jackie A. Berterretche By: /s/ William D. Easterbrook
____________________________ __________________________
Jackie A. Berterretche William D. Easterbrook
Attorney-In-Fact Member-Manager
HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST CALIFORNIA
PARTNERS
By: /s/ Steven N. Machtinger
By: /s/ Jackie A. Berterretche __________________________
____________________________ Steven N. Machtinger
Jackie A. Berterretche General Counsel & Secretary
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
By: /s/ Steven N. Machtinger
___________________________
Steven N. Machtinger
General Counsel & Secretary
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CUSIP No.556466-10-0 SCHEDULE 13G Page 11 of 12
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 12
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CUSIP No.556466-10-0 SCHEDULE 13G Page 12 of 12
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby
execute this agreement as an exhibit to this Schedule 13G to
evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule, as it may be amended, jointly on
behalf of each of such parties.
DATED: February 10, 1999.
H&Q LONDON VENTURES H&Q VENTURE PARTNERS, LLC
By: /s/ Jackie A. Berterretche By: /s/ William D. Easterbrook
____________________________ __________________________
Jackie A. Berterretche William D. Easterbrook
Attorney-In-Fact Member-Manager
HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST CALIFORNIA
PARTNERS
By: /s/ Steven N. Machtinger
By: /s/ Jackie A. Berterretche __________________________
____________________________ Steven N. Machtinger
Jackie A. Berterretche General Counsel & Secretary
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
By: /s/ Steven N. Machtinger
___________________________
Steven N. Machtinger
General Counsel & Secretary