-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIQ4Bh6x3VTJTFCQJGez2q/FbldCiUvsTWZ2PSsEylZbxR7svVEPhVFWczdIBPrM 8tHlo8YJ7uvuvFUM72jzGQ== 0000950131-00-001828.txt : 20000320 0000950131-00-001828.hdr.sgml : 20000320 ACCESSION NUMBER: 0000950131-00-001828 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000317 GROUP MEMBERS: CONSOLIDATED NATIONAL CORPORATION GROUP MEMBERS: R-M-S INVESTMENTS GROUP MEMBERS: SHAW ROBERT T SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MB SOFTWARE CORP CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 592219994 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34698 FILM NUMBER: 572999 BUSINESS ADDRESS: STREET 1: 2225 E RANDOL MILL RD STREET 2: STE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8177928872 MAIL ADDRESS: STREET 1: 2225 EAST RANDOL MILL RD STREET 2: SUITE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE FREEZ CORP DATE OF NAME CHANGE: 19840917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW ROBERT T CENTRAL INDEX KEY: 0000811648 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 504 CLUBSIDE CIRCLE CITY: VENICE STATE: FL ZIP: 34293 MAIL ADDRESS: STREET 1: 504 CLUBSIDE CIRCLE CITY: VENICE STATE: FL ZIP: 34293 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Under the Securities Exchange Act of 1934 MB SOFTWARE CORPORATION ________________________________________________________________________________ (Name of Issuer) COMMON STOCK ($.001 PAR VALUE) ________________________________________________________________________________ (Title of Class of Securities) 44977D 10 8 ________________________________________________________________________________ (CUSIP No.) Gary R. Weitkamp Reed Weitkamp Schell & Vice PLLC 2400 Citizens Plaza Louisville, Kentucky 40202 (502) 589-1000 ________________________________________________________________________________ January 4, 2000 ________________________________________________________________________________ (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 that is the subject of this Schedule 13-d, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ( ) Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 12 pages) CUSIP NO. 44977D 10 8 13D - --------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1. ROBERT T. SHAW I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. United States Citizen - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. Number of 150,612 Shares ----------------------------------------------------------- SHARED VOTING POWER Beneficially 8. 13,149,388 Owned by ----------------------------------------------------------- Each SOLE DISPOSITIVE POWER 9. Reporting 150,612 Person ----------------------------------------------------------- SHARED DISPOSITIVE POWER With 10. 13,149,388 - ------------------------------------------------------------------------------ (Page 2 of 12 pages) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. Robert T. Shaw beneficially owns 13,300,000 shares of common stock of MB Software Corporation. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 19.362% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. IN - ------------------------------------------------------------------------------ (Page 3 of 12 pages) CUSIP NO. 44977D 10 8 13D - --------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1. R-M-S INVESTMENTS, LTD. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 65-0693907 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Florida Limited Partnership - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. Number of 11,000,000 Shares ----------------------------------------------------------- SHARED VOTING POWER Beneficially 8. 0 Owned by ----------------------------------------------------------- Each SOLE DISPOSITIVE POWER 9. Reporting 11,000,000 Person ----------------------------------------------------------- SHARED DISPOSITIVE POWER With 10. 0 - ------------------------------------------------------------------------------ (Page 4 of 12 pages) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. R-M-S Investments, Ltd. beneficially owns 11,000,000 shares of common stock of MB Software Corporation - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 16.014% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. PN - ------------------------------------------------------------------------------ (Page 5 of 12 pages) CUSIP NO. 44977D 10 8 13D - --------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1. CONSOLIDATED NATIONAL CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 61-1067126 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Florida Corporation - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. Number of 2,149,388 Shares ----------------------------------------------------------- SHARED VOTING POWER Beneficially 8. 0 Owned by ----------------------------------------------------------- Each SOLE DISPOSITIVE POWER 9. Reporting 2,149,388 Person ----------------------------------------------------------- SHARED DISPOSITIVE POWER With 10. 0 - ------------------------------------------------------------------------------ (Page 6 of 12 pages) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. Consolidated National Corporation beneficially owns 2,149,388 shares of common stock of MB Software Corporation - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 3.129% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. CO - ------------------------------------------------------------------------------ (Page 7 of 12 pages) ITEM 1. Security and Issuer. ------------------- Item 1 is hereby amended in its entirety to read as follows: This Schedule 13D relates to the Common Stock $.001 par value ("MBSC Common Stock") of MB Software Corporation ("MBSC"), a Colorado corporation with principal executive offices at 2225 E. Randol Mill Rd., Suite 305, Arlington, Texas 76011. ITEM 2. Identity and Background. ----------------------- Item 2 is hereby amended in its entirety to read as follows: Robert T. Shaw is presently principally occupied as an executive officer and director of Consolidated National Corporation ("CNC"), a privately held company. Mr. Shaw's business address is 504 Clubside Circle, Venice, Florida 34293. R-M-S Investments, Ltd. is organized under the laws of the State of Florida. The principal business of R-M-S Investments, Ltd. is investment holdings, with its principal business and principal office address at 504 Clubside Circle, Venice, Florida 34293. Consolidated National Corporation is organized under the laws of the State of Florida. The principal business of Consolidated National Corporation is investment, management and consulting, with its principal business and principal office address at 504 Clubside Circle, Venice, Florida 34293. During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or subjected it to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended to include at the end thereof the following: The amount of funds used in making the purchases of the MBSC Common Stock by each member of the Shaw Group is as follows: Robert T. Shaw $ 15,061.20 Consolidated National Corporation $274,374.80 R-M-S Investments, Ltd $105,000.00 At the time Mr. Shaw purchased shares of MBSC Common Stock pursuant to an understanding with Scott Haire, these shares were permitted to be transferred to other parties, including R-M-S Investments, Ltd., a newly formed limited partnership controlled by Mr. Shaw. R-M-S Investments, Ltd. acquired the funds used to purchase its ownership interest in MBSC Common Stock through capital contributions from certain prior limited partners in R-M-S Investments, Ltd. Robert T. Shaw used personal funds to make purchases of MBSC Common Stock. Consolidated National Corporation used working capital to purchase MBSC Common Stock. (Page 8 of 12 pages) ITEM 4. Purpose of Transaction. ---------------------- Not amended. ITEM 5. Interest in Securities of MBSC. ------------------------------ Item 5 is hereby amended in its entirety to read as follows: (a) The beneficial ownership of MBSC Common Stock by each Reporting Person is as follows: Robert T. Shaw/1/ 13,300,000 Shares 19.362% R-M-S Investments, Ltd. 11,000,000 Shares 16.014% Consolidated National Corporation/2/ 2,149,388 Shares 3.129% (b) Each of the following Reporting Persons has sole voting and dispositive power with respect to the following shares of MBSC Common Stock: Robert T. Shaw 150,612 Shares 0.219% R-M-S Investments, Ltd. 11,000,000 Shares 16.014% Consolidated National Corporation/2/ 2,149,388 Shares 3.129% ----------------- -------- Total: 13,300,000 Shares 19.362% Robert T. Shaw has shared voting and dispositive power with respect to the following shares of MBSC Common Stock: Robert T. Shaw 13,149,388 Shares 19.143% (c) On January 4, 2000, Consolidated National Corporation purchased 2,149,388 shares of MBSC Common Stock from individuals in private transactions. (d) To the knowledge of the Reporting Persons, no other person has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by the Reporting Persons. ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect --------------------------------------------------------------------- to Securities of MBSC. --------------------- Item 6 is hereby amended to include at the end thereof the following: Imagine Investments, Inc. owns 340,000 shares of Preferred Stock, $10 par value, of MBSC, designated Series A Senior Cumulative Convertible Participating Preferred Stock ("Preferred Stock"). Mr. Shaw is a director and has an indirect ownership interest in Imagine Investments, Inc. The Preferred Stock is convertible into thirty percent (30%) of the total outstanding shares of Common Stock of MBSC Common Stock on October 1, 2000, unless the _____________________ /1/ Includes shares owned by R-M-S Investments, Ltd., of which Robert T. Shaw is the sole general partner, and Consolidated National Corporation, of which Robert T. Shaw is the majority stockholder. Mr. Shaw may be deemed to beneficially own and share the right to vote and dispose of such shares. /2/ Does not include shares owned by R-M-S Investments, Ltd., of which this investor is a limited partner. (Page 9 of 12 pages) Exercise Date is accelerated upon the occurrence of certain events. Pursuant to Rule 13d-3(d), the shares of Preferred Stock are not reported as beneficially owned by Imagine or any other party. Other than the Agreement attached hereto as Exhibit 2-1, the Reporting Persons are not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any security of MBSC, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. Material to be Filed as Exhibits. -------------------------------- The following exhibit is attached hereto or incorporated herein by referenced: Exhibit # Description --------- ----------- 2-1 Agreement Among Reporting Persons dated March 6, 2000, for the filing of a single Schedule 13D pursuant to Rule 13d-1(k)(1). (Page 10 of 12 pages) 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. Date: March 6, 2000 By: /s/ Robert T. Shaw --------------------------- Robert T. Shaw Attorney in fact on behalf of each of the members of the Shaw Group* * Pursuant to the Agreement Among Reporting Persons dated March 6, 2000, for the filing of a single Schedule 13D pursuant to Rule 13d-1(k)(1), each member of the Shaw Group has authorized Robert T. Shaw to sign on behalf of such member any Schedule 13D or amendments thereto that are required to be filed on behalf of the members of the Shaw Group to this Schedule 13D. (Pages 11 of 12 pages) EXHIBIT INDEX Exhibit # Description - --------- ----------- 2-1 Agreement Among Reporting Persons dated March 6, 2000, for the filing of a single Schedule 13D pursuant to Rule 13d- 1(k)(1). (Page 12 of 12 pages) EX-2.1 2 AGREEMENT AMONG REPORTING PERSONS 3/6/2000 Exhibit 2.1 AGREEMENT AMONG REPORTING PERSONS THIS AGREEMENT AMONG REPORTING PERSONS ("Agreement") is made and entered into by and among Robert T. Shaw, an individual; R-M-S Investments, Ltd., a Florida Limited Partnership and Consolidated National Corporation, a Florida Corporation (collectively, the "Group"). W I T N E S S E T H: WHEREAS, each member of the Group may be deemed to beneficially own shares of the Common Stock of MB Software Corporation; and WHEREAS, each member of the Group desires to file a single Schedule 13D indicating the beneficial ownership of each member; and WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an agreement in writing of such persons that the Schedule 13D is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties thereto, the parties hereto covenant and agree as follows: 1. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National Corporation agree that a single Schedule 13D, and any amendments thereto, relating to the shares of Common Stock of MB Software Corporation shall be filed on behalf of each of them. 2. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National Corporation each acknowledge and agree that pursuant to Rule 13d-1(k)(1) under the Act each of them is individually responsible for the timely filing of the Schedule 13D, and any amendment thereto, and for the completeness and accuracy of the information contained therein. 3. This Agreement shall not be assignable to any party hereto. 4. This Agreement shall be terminated only upon the first to occur of the following: (a) the death of any of the individual parties hereto, (b) the dissolution or liquidation of R-M-S Investments, Ltd., or Consolidated National Corporation or (c) a written notice of termination given by any party hereto to all of the other parties hereto. 5. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof but all of which together shall constitute a single instrument. 6. Robert T. Shaw, R-M-S Investments, Ltd. and Consolidated National Corporation each acknowledge and agree that Robert T. Shaw shall be authorized as attorney-in-fact to sign, on behalf of each party to this Agreement, any Schedule 13D, or amendments thereto, that are required to be filed on behalf of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 6th day of March, 2000. /s/ Robert T. Shaw ------------------------------------ Robert T. Shaw, Individually R-M-S INVESTMENTS, LTD. By: /s/ Robert T. Shaw -------------------------------- Robert T. Shaw, General Partner CONSOLIDATED NATIONAL CORPORATION By: /s/ Robert T. Shaw -------------------------------- Robert T. Shaw, President -2- -----END PRIVACY-ENHANCED MESSAGE-----