<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______________ )*
MICROWARE SYSTEMS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
594901100
(CUSIP Number)
*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 pages)
Page 1 of 9 pages
<PAGE>
CUSIP No. 594901100 13G Page 2 of 9 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MESIROW FINANCIAL HOLDINGS, INC.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 748,639 1/<F1>
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 748,639 1/<F1>
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,639 1/<F1>
- ---------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- ---------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
- ---------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
___________________
<F1>
1/ Indirectly held through Mesirow Capital Partners VI.
<PAGE>
CUSIP No. 594901100 13G Page 3 of 9 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MESIROW CAPITAL PARTNERS VI
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- ---------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 748,639
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 748,639
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,639
- ---------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- ---------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
- ---------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- ---------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Microware Systems Corporation
(b) Address of Issuer's Principal Executive Offices:
1900 N.W. 114th Street
Des Moines, Iowa 50325-7077
Item 2(a) Name of Person Filing:
The shares reported herein are held by Mesirow
Capital Partners VI. This filing is also made on
behalf of Mesirow Financial Holdings, Inc., which is
the ultimate parent corporation of Mesirow Financial
Services, Inc., which is the corporate general
partner of Mesirow Capital Partners VI. The persons
on behalf of whom this Schedule 13G is being filed
are represented on the Board of Directors of the
Issuer by Mr. Daniel P. Howell.
(b) Address of Principal Business Office:
The address of the principal business office of each
of the above-named persons is:
350 North Clark Street
Chicago, Illinois 60610
(c) Citizenship:
Mesirow Financial Holdings, Inc. is a Delaware
corporation. Mesirow Capital Partners VI is an
Illinois limited partnership.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
594901100
Page 4 of 9 Pages
<PAGE>
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1 (b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-1 (1)(ii)(H)
Item 4 Ownership*
(a) Amount Beneficially Owned** 748,639 shares
-------------------------
(b) Percent of Class 5.5%***
------------------------------------
(c) Number of shares as to which such person has:***
(i) Sole power to vote
or to direct the vote 748,639 shares
--------------------------
(ii) Shared power to vote
or to direct the vote -0-
--------------------------
(iii) Sole power to dispose or
to direct the
disposition of 748,639 shares
---------------------------------
(iv) Shared power to dispose
or to direct the
disposition of -0-
--------------------------------
* The beneficial ownership figures set forth in response to this Item 4
combine holdings separately reported on the cover pages hereof by each
of the persons named in response to Item 1(a) above. Beneficial
ownership of the same shares may be shared between the persons named
above.
** The filing of this Schedule 13G shall not be construed as an
admission that such person is, for the purposes of Section 13(d) and
13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this statement.
*** The number of shares reported as being beneficially owned under Item
4(a) may be less than the aggregate number of shares being reported
in Item 4(c) since more than one of the indices of beneficial
ownership specified in Item 4(c) may be present with respect to the
same shares deemed to be beneficially owned.
Page 5 of 9 Pages
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person
To the best of our knowledge, we are unaware of any other
person having the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the
sale of, such securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit B attached.
Item 8 Identification and Classification of Members of the Group
The attached Exhibit A states the identity of each member
of the group filing this Schedule 13G.
Item 9 Notice of Dissolution of Group
NOT APPLICABLE
Item 10 Certification
NOT APPLICABLE
Page 6 of 9 Pages
<PAGE>
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: February 14, 1997 MESIROW FINANCIAL HOLDINGS, INC.
By /s/ James C. Tyree
Chairman and Chief Executive
Officer
MESIROW CAPITAL PARTNERS VI
By: Mesirow Financial Services,
Inc., Its General Partner
By /s/ James C. Tyree
Chairman and Chief Executive
Officer
Page 7 of 9 Pages
<PAGE>
EXHIBIT A
The undersigned, MESIROW FINANCIAL HOLDINGS, INC., a Delaware
corporation, and MESIROW CAPITAL PARTNERS VI, an Illinois limited
partnership, hereby agree that this 13G to which this Agreement is attached
as an exhibit is filed on behalf of each of them.
Dated: February 14, 1997 MESIROW FINANCIAL HOLDINGS, INC.
By /s/ James C. Tyree
Chairman and Chief Executive
Officer
MESIROW CAPITAL PARTNERS VI
By: Mesirow Financial Services,
Inc., Its General Partner
By /s/ James C. Tyree
Chairman and Chief Executive
Officer
Page 8 of 9 Pages
<PAGE>
EXHIBIT B
Identification of the Subsidiary to which this filing relates is
Mesirow Financial Services, Inc. as further described in response to
Item 2(a).
Page 9 of 9 Pages
