SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) AND (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)(1)
Liferate Systems, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
531936 10 2
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(CUSIP Number)
March 16, 1999
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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(1) 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 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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CUSIP No. 531936 10 2 13G Page 2 of 5 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF 128,715
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,990,000(2)
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON 128,715
WITH 8. SHARED DISPOSITIVE POWER
1,990,000(3)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,715
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.6%
(2) Includes 1,790,000 shares owned by Betty Johnson, wife of David B.
Johnson, and 200,000 shares owned by a foundation controlled by David B.
Johnson.
(3) See footnote 2.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 531936 10 2 13G Page 3 of 5 Pages
12. TYPE OF REPORTING PERSON*
IN
Item 1(a). Name of Issuer:
Liferate Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 390353
Minneapolis, Minnesota 55439-0353
Item 2(a). Name of Person Filing:
See Item 1 on cover page
Item 2(b). Address of Principal Business Office or, if None,
Residence:
c/o Miller, Johnson & Kuehn, Incorporated
5500 Wayzata Boulevard
Suite 800 - Eighth Floor
Minneapolis, Minnesota 55416
Item 2(c). Citizenship:
See Item 4 on cover page
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
See cover page
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person 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; SEE
13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see
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CUSIP No. 531936 10 2 13G Page 4 of 5 Pages
Item 7,
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act,
(i) [ ] A church plan that is excluded from
the definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1(c), check this box. [X]
Item 4. Ownership.
If the percent of the class owned, as of December
31 of the year covered by the statement, or as of the last
day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following
information as of that date and identify those shares which
there is a right to acquire.
(a) Amount beneficially owned:
See Item 9 on cover page
(b) Percent of class:
See Item 11 on cover page
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct
the vote: See Item 5 on cover
page
(ii) Shared power to vote or to direct
the vote: See Item 6 on cover
page
(iii) Sole power to dispose or to
direct the disposition of: See
Item 7 on cover page
(iv) Shared power to dispose or to
direct the disposition of: See
Item 8 on cover page
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Betty Johnson, wife of David B. Johnson, owns and has the
right to receive dividends from, and proceeds from the sale
of, 1,790,000 shares, or 12.3% of the total outstanding
shares of the company. A foundation controlled by David B.
Johnson owns and has the right to receive dividends from,
and proceeds from the sale of, 200,000 shares.
<PAGE>
CUSIP No. 531936 10 2 13G Page 5 of 5 Pages
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
not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
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.
Dated: June 8, 1999
/s/ David B. Johnson
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David B. Johnson
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative, other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
