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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Fourth Shift Corporation
______________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01
______________________________________________________________________________
(Title of Class of Securities)
351128 10 3
______________________________________________________________________________
(CUSIP Number)
David R. Lamm
Murano Investments
204 Marcin Lane, Burnsville MN 55337
(612) 892-3889
______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 1997
______________________________________________________________________________
(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 Rule 13d-1(b)(3) or (4), check the following box. [ ]
* 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).
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SCHEDULE 13D
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CUSIP No. 3551128 10 3 Page 2 Of 6
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1. NAME OF REPORTING PERSON
David R. Lamm
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF 871,850 shares (1)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 871,850 shares (1)
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,850 shares (1) (as of 8/11/97)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14. TYPE OF REPORTING PERSON*
IN
(1) 664,700 of these shares are owned by Murano Investments, a Minnesota
Limited Partnership of which David R. Lamm has beneficial ownership as its
general partner.
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SCHEDULE 13D
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CUSIP No. 3551128 10 3 Page 3 of 6
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1. NAME OF REPORTING PERSON
Murano Investments, a Minnesota Limited Partnership
I.R.S. identification number: 41-1865159
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF 664,700 shares
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 664,700 shares
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,700 shares (as of 8/11/97)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
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CUSIP No. 3551128 10 3 Page 4 of 6
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Item 1. Security and Issuer.
- ----------------------------
Fourth Shift Corporation, (the "Issuer"), 7900 International Drive, Suite 450,
Bloomington, Minnesota 55425.
Common Stock, par value $.01 (the "Common Stock").
Item 2. Identity and Background.
- --------------------------------
(a) This Schedule is being filed jointly by the following reporting persons
(hereinafter sometimes collectively referred to as the "Reporting Persons"
pursuant to an Agreement of Joint Filing filed with the initial Schedule
13D on July 14, 1997.
(i) (a) Name: David R. Lamm
(b) Business Address: 204 Marcin Lane, Burnsville, Minnesota
55337.
(c) Occupation: General Partner of Murano Investments
(d) Convictions in the last 5 years: None.
(e) Securities law violations in the last 5 years: None.
(f) Citizenship: U.S. Citizen
(ii) (a) Name: Murano Investments, a Minnesota Limited Partnership
("Murano Investments")
(b) Business Address: 204 Marcin Lane, Burnsville, Minnesota
55337
(c) Occupation: N/A (Limited Partnership)
(d) Convictions in the last 5 years: None.
(e) Securities law violations in the last 5 years: None.
(f) Citizenship: organized in Minnesota
Item 3. Source and Amount of Funds or Other Consideration.
- ----------------------------------------------------------
As of August 11, 1997, Murano Investments owns 664,700 shares of Common Stock.
It has used working capital to directly purchase the Common Stock it owns. The
approximate aggregate amount of funds used to purchase the Common Stock was
$2,895,228 (including broker commissions and clearing fees).
Mr. Lamm is deemed to beneficially own 871,850 shares of Common Stock which
includes the 664,700 shares owned by Murano Investments. 207,150 shares of
Common Stock are owned directly by Mr. Lamm. The sources of funds used by Mr.
Lamm to directly purchase Common stock was personal funds in the approximate
aggregate amount of $1,122,491 (including broker commissions and clearing fees.)
The funds for the purchase of the Common Stock held by the Reporting Persons
were of they own funds and no sums were borrowed from any source to make these
acquisitions.
Item 4. Purpose of Transaction.
- -------------------------------
The purpose of the acquisitions of Common Stock the Reporting Persons were for
investment. The Reporting Persons have no present intention of exerting control
over the business or assets of the Issuer.
Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------
(a) Aggregate number of shares: 871,850 shares of Common Stock, $.01 par
value Percentage: 9.0%.
(b) Number of shares with sole voting and disposition power: 871,850 shares
of Common Stock, $.01 par value.
(c) Transactions effected since the filing of the initial Schedule 13D:
See Schedule 5(c) attached hereto.
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SCHEDULE 13D
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CUSIP No. 3551128 10 3 Page 5 of 6
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Items 6. Contracts, Arrangements, Understandings or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer.
- -----------------------------------
None
Item 7. Material to be Filed as Exhibits.
- -----------------------------------------
None
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 5, 1997
MURANO INVESTMENTS, A MINNESOTA
LIMITED PARTNERSHIP
By /s/ David R. Lamm
--------------------------------
David R. Lamm, General Partner
/s/ David R. Lamm
--------------------------------
David R. Lamm, Individually
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Page 6 of 6
Schedule 5(c)
The following are all transactions in the Common Stock reported by the
Reporting Person since the reporting on his previous Schedule 13D, filed as of
July 31, 1997 (all such transactions were Open Market purchases by David R.
Lamm).
Date No. of Shares Price Per Share
----------- ------------- ---------------
8/5/97 7,500 5 1/2
8/5/97 17,500 5 9/16
8/5/97 1,000 5 3/8
8/6/97 17,500 5 1/2
8/7/97 12,000 5 1/2
8/7/97 20,000 5 5/8
8/8/97 3,000 5 1/4
8/8/97 10,000 5 3/8
8/11/97 5,000 5 1/8
8/11/97 1,000 5 1/4
======
94,500
