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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
SHOWCASE CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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82539P102
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(CUSIP Number)
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Patrick J. Hess
University Capital Strategies Group, LLC
408 St. Peter Street, Suite 444
St. Paul, Minnesota 55102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 14, 2000
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(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 that 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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 80533W1071
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1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only).
University Capital Strategies Group, LLC, # 41-1873859
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2. Check the Appropriate Box if a Member of a Group
Not Applicable (a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization Minnesota
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Number of
Shares 7. Sole Voting Power
Beneficially -----------------------------------------------------------
Owned by 8. Shared Voting Power 777,000 (see Item 5)
Each -----------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person -----------------------------------------------------------
With 10. Shared Dispositive Power 777,000 (see Item 5)
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11. Aggregate Amount Beneficially Owned 777,000 (see Item 5)
by Each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11) 7.2%
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14. Type of Reporting Person (See Instructions) HC; OO
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $.01 (the
"Common Stock"), of Showcase Corporation, a Minnesota corporation (the
"Company"). The principal executive office of the Company is located at 4115
Highway 52 North, Suite 300, Rochester, Minnesota 55901.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by University Capital Strategies Group,
LLC, a Minnesota limited liability company (the "Reporting Person"), with
respect to shares beneficially owned by Global Arbitrage Management Fund Limited
Partnership, a Bermuda limited partnership ("Global"), and NAFCO Arbitrage
Partners, Ltd., a Bermuda company limited by shares ("NAFCO Partners"). The
Reporting Person is the general partner of Global and the holder of a majority
of the outstanding shares of NAFCO Partners.
(b) The address of the principal offices of the Reporting Person is 408
St. Peter Street, Suite 444, St. Paul, Minnesota 55102.
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(c) The principal business of the Reporting Person is managing
investments in securities on behalf of Global and NAFCO Partners, primarily in
connection with arbitrage opportunities.
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) The Reporting Person has not been a party to a civil proceeding of
a judicial or administrative body resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
(f) The Reporting Person is a limited liability company organized under
the laws of the State of Minnesota.
Information called for by Items 2-6 of this Schedule 13D concerning the
directors and officers of the Reporting Person is set forth in Exhibit 1
attached hereto and incorporated herein by this reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The $3,982,347 and $575,107 used by Global and NAFCO Partners,
respectively, to purchase the shares of Common Stock came from the investment
capital of the respective entities and funds borrowed in the ordinary course of
their business activities from margin accounts pursuant to a Master Prime
Brokerage Agreement, a form of which is attached hereto as Exhibit 3. All shares
of Common Stock acquired by Global and NAFCO Partners were purchased in open
market brokerage transactions the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION
Global and NAFCO Partners acquired the Common Stock in the ordinary
course of business for investment purposes. Global and NAFCO Partners from time
to time evaluate their holdings of securities and, based on such evaluation, may
determine to acquire or dispose of securities of specific issuers.
Neither the Reporting Person, Global nor NAFCO Partners has any present
plans or intentions that relate to, or would result in, any of the transactions
described in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock to which this
Schedule 13D relates is 777,000 shares, representing approximately 7.2% of the
10,782,103 shares outstanding as reported in the Company's most recently filed
quarterly report on Form 10-Q filed with the SEC on November 9, 2000 for the
quarter ended September 30, 2000. The Reporting Person may be deemed to have
beneficial ownership of the 678,975 (approximately 6.3% of the total
outstanding) shares owned by Global and 98,025 shares (approximately 0.9% of the
total outstanding) owned by NAFCO Partners.
(b) The Reporting Person has shared voting and dispositive power with
respect to the shares of Common Stock owned by Global and NAFCO Partners.
(c) Exhibit 2 annexed hereto and incorporated herein by reference lists
transactions in the Common Stock by Global and NAFCO Partners during the last
sixty days, including the name, date, amount of shares involved and price per
share. All acquisitions of Common Stock were executed
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through market transactions. There were no other transactions in the Common
Stock by the Reporting Persons in the past sixty days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1-- Information Concerning the Directors and Officers of
University Capital Strategies Group, LLC.
Exhibit 2 - Acquisitions of shares Common Stock by Global and NAFCO
Partners during the past sixty days.
Exhibit 3 -- Master Prime Brokerage Agreement
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.
December 19, 2000
UNIVERSITY CAPITAL STRATEGIES GROUP, LLC
/s/ Patrick J. Hess
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Patrick J. Hess, President and CEO
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Information Concerning the Directors and Officers of
University Capital Strategies Group, LLC
2 Acquisitions of shares Common Stock by Global and NAFCO
Partners during the past sixty days.
3 Master Prime Brokerage Agreement
</TABLE>
