<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MB SOFTWARE CORPORATION
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK ($.001 PAR VALUE)
________________________________________________________________________________
(Title of Class of Securities)
44977D 10 8
________________________________________________________________________________
(CUSIP No.)
Gary R. Weitkamp
Reed Weitkamp Schell & Vice PLLC
2400 Citizens Plaza
Louisville, Kentucky 40202
(502) 589-1000
________________________________________________________________________________
January 4, 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 that is the subject of this Schedule 13-d, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 pages)
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CUSIP NO. 44977D 10 8 13D
- ---------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1.
ROBERT T. SHAW
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
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SOURCE OF FUNDS
4.
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
United States Citizen
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SOLE VOTING POWER
7.
Number of 150,612
Shares -----------------------------------------------------------
SHARED VOTING POWER
Beneficially 8.
13,149,388
Owned by
-----------------------------------------------------------
Each SOLE DISPOSITIVE POWER
9.
Reporting 150,612
Person -----------------------------------------------------------
SHARED DISPOSITIVE POWER
With 10.
13,149,388
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(Page 2 of 12 pages)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
Robert T. Shaw beneficially owns 13,300,000 shares of common stock of MB
Software Corporation.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
19.362%
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TYPE OF REPORTING PERSON
14.
IN
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(Page 3 of 12 pages)
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CUSIP NO. 44977D 10 8 13D
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NAMES OF REPORTING PERSONS
1.
R-M-S INVESTMENTS, LTD.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
65-0693907
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS
4.
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Florida Limited Partnership
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SOLE VOTING POWER
7.
Number of 11,000,000
Shares -----------------------------------------------------------
SHARED VOTING POWER
Beneficially 8.
0
Owned by
-----------------------------------------------------------
Each SOLE DISPOSITIVE POWER
9.
Reporting 11,000,000
Person -----------------------------------------------------------
SHARED DISPOSITIVE POWER
With 10.
0
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(Page 4 of 12 pages)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
R-M-S Investments, Ltd. beneficially owns 11,000,000 shares of common
stock of MB Software Corporation
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
16.014%
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TYPE OF REPORTING PERSON
14.
PN
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(Page 5 of 12 pages)
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CUSIP NO. 44977D 10 8 13D
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NAMES OF REPORTING PERSONS
1.
CONSOLIDATED NATIONAL CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
61-1067126
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS
4.
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Florida Corporation
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SOLE VOTING POWER
7.
Number of 2,149,388
Shares -----------------------------------------------------------
SHARED VOTING POWER
Beneficially 8.
0
Owned by
-----------------------------------------------------------
Each SOLE DISPOSITIVE POWER
9.
Reporting 2,149,388
Person -----------------------------------------------------------
SHARED DISPOSITIVE POWER
With 10.
0
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(Page 6 of 12 pages)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
Consolidated National Corporation beneficially owns 2,149,388 shares of
common stock of MB Software Corporation
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
3.129%
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TYPE OF REPORTING PERSON
14.
CO
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(Page 7 of 12 pages)
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ITEM 1. Security and Issuer.
-------------------
Item 1 is hereby amended in its entirety to read as follows:
This Schedule 13D relates to the Common Stock $.001 par value ("MBSC Common
Stock") of MB Software Corporation ("MBSC"), a Colorado corporation with
principal executive offices at 2225 E. Randol Mill Rd., Suite 305, Arlington,
Texas 76011.
ITEM 2. Identity and Background.
-----------------------
Item 2 is hereby amended in its entirety to read as follows:
Robert T. Shaw is presently principally occupied as an executive officer
and director of Consolidated National Corporation ("CNC"), a privately held
company. Mr. Shaw's business address is 504 Clubside Circle, Venice, Florida
34293.
R-M-S Investments, Ltd. is organized under the laws of the State of
Florida. The principal business of R-M-S Investments, Ltd. is investment
holdings, with its principal business and principal office address at 504
Clubside Circle, Venice, Florida 34293.
Consolidated National Corporation is organized under the laws of the State
of Florida. The principal business of Consolidated National Corporation is
investment, management and consulting, with its principal business and principal
office address at 504 Clubside Circle, Venice, Florida 34293.
During the past five years, none of the Reporting Persons have been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors, and have not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in or subjected it
to 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended to include at the end thereof the following:
The amount of funds used in making the purchases of the MBSC Common Stock
by each member of the Shaw Group is as follows:
Robert T. Shaw $ 15,061.20
Consolidated National Corporation $274,374.80
R-M-S Investments, Ltd $105,000.00
At the time Mr. Shaw purchased shares of MBSC Common Stock pursuant to an
understanding with Scott Haire, these shares were permitted to be transferred to
other parties, including R-M-S Investments, Ltd., a newly formed limited
partnership controlled by Mr. Shaw. R-M-S Investments, Ltd. acquired the funds
used to purchase its ownership interest in MBSC Common Stock through capital
contributions from certain prior limited partners in R-M-S Investments, Ltd.
Robert T. Shaw used personal funds to make purchases of MBSC Common Stock.
Consolidated National Corporation used working capital to purchase MBSC Common
Stock.
(Page 8 of 12 pages)
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ITEM 4. Purpose of Transaction.
----------------------
Not amended.
ITEM 5. Interest in Securities of MBSC.
------------------------------
Item 5 is hereby amended in its entirety to read as follows:
(a) The beneficial ownership of MBSC Common Stock by each Reporting
Person is as follows:
Robert T. Shaw/1/ 13,300,000 Shares 19.362%
R-M-S Investments, Ltd. 11,000,000 Shares 16.014%
Consolidated National Corporation/2/ 2,149,388 Shares 3.129%
(b) Each of the following Reporting Persons has sole voting and
dispositive power with respect to the following shares of MBSC Common
Stock:
Robert T. Shaw 150,612 Shares 0.219%
R-M-S Investments, Ltd. 11,000,000 Shares 16.014%
Consolidated National Corporation/2/ 2,149,388 Shares 3.129%
----------------- --------
Total: 13,300,000 Shares 19.362%
Robert T. Shaw has shared voting and dispositive power with respect to
the following shares of MBSC Common Stock:
Robert T. Shaw 13,149,388 Shares 19.143%
(c) On January 4, 2000, Consolidated National Corporation purchased
2,149,388 shares of MBSC Common Stock from individuals in private
transactions.
(d) To the knowledge of the Reporting Persons, no other person has the
right to receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares held by the
Reporting Persons.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect
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to Securities of MBSC.
---------------------
Item 6 is hereby amended to include at the end thereof the following:
Imagine Investments, Inc. owns 340,000 shares of Preferred Stock, $10 par
value, of MBSC, designated Series A Senior Cumulative Convertible Participating
Preferred Stock ("Preferred Stock"). Mr. Shaw is a director and has an indirect
ownership interest in Imagine Investments, Inc. The Preferred Stock is
convertible into thirty percent (30%) of the total outstanding shares of Common
Stock of MBSC Common Stock on October 1, 2000, unless the
_____________________
/1/ Includes shares owned by R-M-S Investments, Ltd., of which Robert T. Shaw is
the sole general partner, and Consolidated National Corporation, of which Robert
T. Shaw is the majority stockholder. Mr. Shaw may be deemed to beneficially own
and share the right to vote and dispose of such shares.
/2/ Does not include shares owned by R-M-S Investments, Ltd., of which this
investor is a limited partner.
(Page 9 of 12 pages)
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Exercise Date is accelerated upon the occurrence of certain events. Pursuant to
Rule 13d-3(d), the shares of Preferred Stock are not reported as beneficially
owned by Imagine or any other party.
Other than the Agreement attached hereto as Exhibit 2-1, the Reporting
Persons are not a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with respect to any security of MBSC,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
The following exhibit is attached hereto or incorporated herein by
referenced:
Exhibit # Description
--------- -----------
2-1 Agreement Among Reporting Persons dated
March 6, 2000, for the filing of a single
Schedule 13D pursuant to Rule 13d-1(k)(1).
(Page 10 of 12 pages)
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SIGNATURES
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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.
Date: March 6, 2000
By: /s/ Robert T. Shaw
---------------------------
Robert T. Shaw
Attorney in fact on behalf of each of
the members of the Shaw Group*
* Pursuant to the Agreement Among Reporting Persons dated March 6, 2000, for
the filing of a single Schedule 13D pursuant to Rule 13d-1(k)(1), each member of
the Shaw Group has authorized Robert T. Shaw to sign on behalf of such member
any Schedule 13D or amendments thereto that are required to be filed on behalf
of the members of the Shaw Group to this Schedule 13D.
(Pages 11 of 12 pages)
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EXHIBIT INDEX
Exhibit # Description
- --------- -----------
2-1 Agreement Among Reporting Persons dated March 6, 2000, for
the filing of a single Schedule 13D pursuant to Rule 13d-
1(k)(1).
(Page 12 of 12 pages)
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Exhibit 2.1
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT AMONG REPORTING PERSONS ("Agreement") is made and entered
into by and among Robert T. Shaw, an individual; R-M-S Investments, Ltd., a
Florida Limited Partnership and Consolidated National Corporation, a Florida
Corporation (collectively, the "Group").
W I T N E S S E T H:
WHEREAS, each member of the Group may be deemed to beneficially own shares
of the Common Stock of MB Software Corporation; and
WHEREAS, each member of the Group desires to file a single Schedule 13D
indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed on behalf of
each of them.
NOW, THEREFORE, in consideration of the premises and the mutual promises of
the parties thereto, the parties hereto covenant and agree as follows:
1. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National
Corporation agree that a single Schedule 13D, and any amendments thereto,
relating to the shares of Common Stock of MB Software Corporation shall be filed
on behalf of each of them.
2. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National
Corporation each acknowledge and agree that pursuant to Rule 13d-1(k)(1) under
the Act each of them is individually responsible for the timely filing of the
Schedule 13D, and any amendment thereto, and for the completeness and accuracy
of the information contained therein.
3. This Agreement shall not be assignable to any party hereto.
4. This Agreement shall be terminated only upon the first to occur of the
following: (a) the death of any of the individual parties hereto, (b) the
dissolution or liquidation of R-M-S Investments, Ltd., or Consolidated National
Corporation or (c) a written notice of termination given by any party hereto to
all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof but all of which together shall
constitute a single instrument.
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6. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National
Corporation each acknowledge and agree that Robert T. Shaw shall be authorized
as attorney-in-fact to sign, on behalf of each party to this Agreement, any
Schedule 13D, or amendments thereto, that are required to be filed on behalf of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 6th day of March, 2000.
/s/ Robert T. Shaw
------------------------------------
Robert T. Shaw, Individually
R-M-S INVESTMENTS, LTD.
By: /s/ Robert T. Shaw
--------------------------------
Robert T. Shaw, General Partner
CONSOLIDATED NATIONAL CORPORATION
By: /s/ Robert T. Shaw
--------------------------------
Robert T. Shaw, President
-2-
