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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
FOURTH SHIFT CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
351128 10 3
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(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 page(s))
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SCHEDULE 13G
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CUSIP No. 351128 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marion Melvin Stuckey (and Oranco International, Ltd., for which he is the
sole officer, director and shareholder).
SSAN 490 - 40 - 9216
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF 654,092 (includes 168,863 shares held by Oranco
International, Ltd.; does not include
60,000 shares purchaseable upon
exercise of options.)
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 714,092 (includes 168,863 shares held by Oranco
International, Ltd. and 60,000 shares
purchaseable upon exercise of
options.)
WITH
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,092 (includes 168,863 shares held by Oranco International, Ltd. and
60,000 shares purchasable upon exercise of option)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.25%
12. TYPE OF REPORTING PERSON*
IN
Page 2 of 4 Pages
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER.
Fourth Shift Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
Suite 450
7900 International Drive
Minneapolis, Minnesota 55425
ITEM 2(a). NAME OF PERSON FILING.
Marion Melvin Stuckey (1)
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
46 Red Birch Court
Danville, California 94506
ITEM 2(c). CITIZENSHIP.
California, USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value
ITEM 2(e). CUSIP NUMBER.
351128 10 3
ITEM 3. IDENTIFICATION.
N/A
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: 714,092(1)
(b) Percent of Class: 7.25%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote: 654,092(1),
excludes 60,000 shares
purchaseable upon
exercise of options
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(1) This report covers those shares that Mr. Stuckey owns individually
(485,229), also those shares owned by Oranco International, Ltd. (168,863) and
60,000 shares purchaseable upon exercise of options.
Page 3 of 4 Pages
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(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 714,092(1)
(iv) shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See footnote 1.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
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.
Dated: January 30, 1998
/s/Marion Melvin Stuckey
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Marion Melvin Stuckey
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