<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
CARNEGIE GROUP, INC.
(NAME OF SUBJECT COMPANY)
CARNEGIE GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
143497 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
DENNIS YABLONSKY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARNEGIE GROUP, INC.
FIVE PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222
(412) 642-6900
(NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MARLEE S. MYERS, ESQ.
ERIC D. KLINE, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
ONE OXFORD CENTRE, 32ND FLOOR
PITTSBURGH, PENNSYLVANIA 15219
(412) 560-3300
================================================================================
<PAGE>
Carnegie Group, Inc., a Delaware corporation (the "Company"), hereby amends
and supplements its statement on Schedule 14D-9, filed with the Securities and
Exchange Commission on October 7, 1998, with respect to the tender offer by
Logica Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of Logica Inc., a Delaware corporation and a wholly-owned subsidiary of Logica
plc, a public limited company organized under the laws of England, to purchase
all outstanding shares of Common Stock, par value $.01 per share (the "Shares"),
of the Company at a price of $5.00 per Share, net to the seller in cash, less
applicable withholding taxes, if any, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 7, 1998, and the
related Letter of Transmittal (which together constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the Offer expired as of
Friday, October 23, 1998.
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: October 26, 1998 CARNEGIE GROUP, INC.
By: /s/ John W. Manzetti
--------------------------
John W. Manzetti
Chief Financial Officer
