<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
July 8, 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).
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 3551128 10 3 Page 2 Of 7
------------
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 579,400 shares (1)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 579,400 shares (1)
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,400 shares (1) (as of 7/8/97)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14. TYPE OF REPORTING PERSON*
IN
(1) 466,500 of these shares are owned by Murano Investments, a Minnesota
Limited Partnership of which David R. Lamm has beneficial ownership as its
general partner.
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 3551128 10 3 Page 3 of 7
------------
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 466,500 shares
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 466,500 shares
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,500 shares (as of 7/8/97)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 3551128 10 3 Page 4 of 7
------------
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 attached hereto as Exhibit A.
(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 July 8, 1997, Murano Investments owns 466,500 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
$1,952,155 (including broker commissions and clearing fees).
Mr. Lamm is deemed to beneficially own 579,400 shares of Common Stock which
includes the 466,500 shares owned by Murano Investments. 112,900 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 $597,727 (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: 579,400 shares of Common Stock, $.01 par
value Percentage: 6.0%.
(b) Number of shares with sole voting and disposition power: 579,400 shares
of Common Stock, $.01 par value.
(c) Transactions effected within the last sixty (60) days: See Schedule
5(c) attached hereto.
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 3551128 10 3 Page 5 of 7
------------
Items 6. Contracts, Arrangements, Understandings or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer.
- -----------------------------------
None
Item 7. Material to be Filed as Exhibits.
- -----------------------------------------
Exhibit A. Agreement of Joint Filing
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: July 10, 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
<PAGE>
Page 6 of 7
Schedule 5(c)
The following are all transactions in the Common Stock reported on herein
effected by the Reporting Persons in the past sixty (60) days (all such
transactions were open market purchases with the exception of a disposition by
Mr. Lamm on 6/26/97):
<TABLE>
<CAPTION>
Transaction
Date Reporting Person No. of Shares Price Per Share
----------- ---------------- ------------- ---------------
<C> <S> <C> <C>
5/14/97 Murano Investments 7,500 3.125
5/14/97 Murano Investments 10,000 3 1/16
5/16/97 Murano Investments 3,000 3.125
5/21/97 Murano Investments 5,000 3 1/4
5/23/97 Murano Investments 5,000 3 1/8
5/30/97 Murano Investments 5,000 3 1/16
5/30/97 Murano Investments 5,000 3 1/8
6/3/97 Murano Investments 2,500 3 1/8
6/3/97 Murano Investments 2,500 3 3/16
6/4/97 Murano Investments 10,000 3 3/16
6/4/97 Murano Investments 5,000 3 3/16
6/5/97 Murano Investments 15,000 3 1/8
6/5/97 Murano Investments 2,500 3 1/8
6/5/97 Murano Investments 2,000 3
6/25/97 Murano Investments 17,500 4 1/4
6/25/97 Murano Investments 10,000 4
6/25/97 Murano Investments 5,000 4 3/8
6/25/97 Murano Investments 4,000 4 1/2
6/25/97 Murano Investments 2,000 4 7/16
6/25/97 Murano Investments 3,000 4 1/2
6/26/97 David Lamm (10,000)
6/27/97 Murano Investments 6,500 4 3/4
6/27/97 Murano Investments 1,000 4 5/8
6/27/97 Murano Investments 15,000 4 5/8
6/30/97 Murano Investments 13,000 4 7/8
6/30/97 Murano Investments 17,000 4.88
7/1/97 Murano Investments 7,000 4 3/4
7/1/97 Murano Investments 3,000 4 5/8
7/1/97 Murano Investments 10,000 4 5/8
7/2/97 Murano Investments 8,000 4 5/8
7/3/97 Murano Investments 1,000 4 3/4
7/3/97 Murano Investments 7,500 4 5/8
7/2/97 Murano Investments 5,000 4 5/8
7/2/97 Murano Investments 5,000 4 5/8
7/3/97 Murano Investments 7,500 4 7/8
7/3/97 Murano Investments 5,000 4 7/8
7/7/97 Murano Investments 7,500 4 7/8
7/8/97 Murano Investments 6,000 4 7/8
</TABLE>
<PAGE>
Page 7 of 7
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby confirm the agreement by and among them to
the joint filing on behalf of each of them of a Statement on Schedule 13D, and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 10th day of July, 1997.
MURANO INVESTMENTS, A MINNESOTA
LIMITED PARTNERSHIP
By: /s/ David R. Lamm
---------------------------------
David R. Lamm, General Partner
By: /s/ David R. Lamm
---------------------------------
David R. Lamm, Individual
