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
