UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Marcam Corporation
(Name of Issuer)
Common Stock, $.01 PAR VALUE
(Title of Class of Securities)
566140109
(CUSIP Number)
Check the following box if a fee is being paid with this statement[ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7).
*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).
SEC 1745 (2/92) Page 1 of 8 pages
<PAGE>
CUSIP NO. 566140109 13G PAGE 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLOVER CAPITAL MANAGEMENT, INC.
16-1263400
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF
SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY 6 SHARED VOTING POWER
EACH 2,274,750
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
2,274,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,274,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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CUSIP NO. 566140109 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL EDWARD JONES
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. AS TO 65,700 SHARES
NOT APPLICABLE AS TO BALANCE
NUMBER OF
SHARES 5 SOLE VOTING POWER
BENEFICIALLY 65,700
OWNED BY 6 SHARED VOTING POWER
EACH 2,274,750
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 65,700
WITH 8 SHARED DISPOSITIVE POWER
2,274,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,340,450
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 pages
<PAGE>
CUSIP NO. 566140109 13G PAGE 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEOFFREY HAROLD ROSENBERGER
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,274,750
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,274,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,274,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 8 pages
<PAGE>
CUSIP NO. 566140109 13G PAGE 5 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES WILLIAM RUFF
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. AS TO 3,400 SHARES
NOT APPLICABLE AS TO BALANCE
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,277,150
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,277,150
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,278,150
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 8 pages
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ITEM 1.
(A) NAME OF ISSUER
Marcam Corporation
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
95 Wells Avenue
Newton, MA 02159
ITEM 2.
THE FOLLOWING INFORMATION IS GIVEN FOR THE CORPORATION AND PERSONS LISTED
BELOW (COLLECTIVELY, THE "REPORTING PERSONS")
(1) (A) Clover Capital Management, Inc. ("Clover")
(B) Address of principal business office:
11 Tobey Village Office Park
Pittsford, NY 14534
(C) Citizenship: Incorporated in the State of New York
(2) (A) Michael E. Jones
(B) Address of principal business office:
11 Tobey Village Office Park
Pittsford, NY 14534
(C) Citizenship: United States of America
(3) (A) Geoffrey H. Rosenberger
(B) Address of principal business office:
11 Tobey Village Office Park
Pittsford, NY 14534
(C) Citizenship: United States of America
(4) (A) Charles W. Ruff
(B) Address of principal business office:
11 Tobey Village Office Park
Pittsford, NY 14534
(C) Citizenship: United States of America
(D) TITLE OF CLASS OF SECURITIES
Common Stock, $.01 Par Value
(E) CUSIP NUMBER
566140109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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) [x] 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; see section 240.13d-1(b)(1)(ii)(F)
(G) [ ] Parent Holding Company, in accordance with section>240.13d-
1(b)(ii)(G)
(H) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
Page 6 of 8 pages
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ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED
See item 9 on pages 1, 2, 3 and 4
(B) PERCENT OF CLASS
See item 11 on pages 1, 2, 3 and 4
(C) NUMBER OF SHARES AS TO WHICH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
See item 5 on pages 1, 2, 3 and 4
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
See item 6 on pages 1, 2, 3 and 4
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See item 7 on pages 1, 2, 3 and 4
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See item 8 on pages 1, 2, 3 and 4
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
The aggregate number and percentage of the subject securities
beneficially owned by each of the Reporting Persons is as follows:
Name No. of Shares Percentage
----------------------- ------------- ----------
Clover 2,274,750 15.5000
Michael E. Jones 65,700 .0040
Geoffrey H. Rosenberger 0 0.0000
Charles W. Ruff 3,400 .0002
As investment adviser to the client accounts owning the subject
securities, Clover shares the voting and dispositive power with the
account owner of each account. As directors of Clover, Messrs. Jones,
Rosenberger and Ruff share the dispositive powers with Clover. In
addition, Mr. Jones holds sole voting and dispositive power with
respect to the subject securities beneficially owned by him (other than
indirectly through Clover), and Mr. Ruff holds sole voting and
dispositive power with respect to 1,000 shares and shared voting and
dispositive power with respect to 2,400 of the subject securities
beneficially owned by him (other than indirectly through Clover).
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
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 7 of 8 pages
<PAGE>
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.
CLOVER CAPITAL MANAGEMENT, INC.
December 9, 1996 By:/s/ Michael E. Jones
- ---------------- -----------------------------
Date Michael E. Jones
Managing Director
December 9, 1996 /s/ Michael E. Jones
- ---------------- -------------------------------
Date Michael E. Jones
December 9, 1996 /s/ Geoffrey H. Rosenberger
- ---------------- ------------------------------
Date Geoffrey H. Rosenberger
December 9, 1996 /s/ Charles W. Ruff
- ---------------- ------------------------------
Date Charles W. Ruff
Page 8 of 8 pages
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