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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") relating to the offer by
Logica Acquisition Corp., a Delaware corporation (the "Purchaser") 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 Carnegie Group, Inc., a Delaware corporation (the
"Company"), at a price of $5.00 per Share, net to the seller in cash without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 7, 1998 and in the related Letter of Transmittal (which
together constitute the "Offer"). The item numbers and responses thereto below
are in accordance with the requirements of Schedule 14D-9. Except as otherwise
indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged, and all capitalized terms used herein shall have the respective
meanings given to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented to add the following:
The Offer expired in accordance with its terms at 12:00 midnight , New
York City time, on November 4, 1998. On November 5, 1998, ChaseMellon
Shareholder Services, L.L.C. certified that 6,189,879 Shares had been
validly tendered and not withdrawn, representing approximately 94.3% of
the total outstanding shares, including 1,800 shares tendered pursuant to
guaranteed delivery procedures. At such time the Purchaser accepted all
tendered shares for payment in the Offer (including shares subject to
guaranteed delivery procedures).
Additionally, in accordance with the Merger Agreement, on November 5,
1998, the Purchaser merged with and into the Company pursuant to Section
253 of the DGCL whereby each Share not tendered and purchased in the Offer
was converted into the right to receive either (i) $5.00 in cash payable to
the holder thereof, or (ii) the appraised value of such Share as determined
in accordance with Section 262 of the DGCL.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
(a)(7) Press release issued by Logica Inc., dated November 5, 1998
(a)(8) Notice to Common Stockholders of Carnegie Group, Inc. dated
November 5, 1998
(a)(9) Letter of Transmittal
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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: November 5, 1998 CARNEGIE GROUP, INC.
By: /s/ John W. Manzetti
--------------------------
John W. Manzetti
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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(a)(7) Press release issued by Logica Inc. dated November 5, 1998
(a)(8) Notice to Common Stockholders of Carnegie Group, Inc. dated
November 5, 1998
(a)(9) Letter of Transmittal
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Exhibit 99(A)7
FOR IMMEDIATE RELEASE
CONTACT: EITHNE EGAN JOE ORLANDO
LOGICA IMEDIA, INC.
617-476-8000 973-267-8500
[email protected] [email protected]
LOGICA ACCEPTS ALL SHARES TENDERED IN CASH TENDER OFFER FOR
CARNEGIE GROUP, ANNOUNCES RESULTS,
AND COMPLETES MERGER
Lexington, MA--November 5, 1998--Logica plc today announced that its indirect
wholly owned subsidiary, Logica Acquisition Corp., accepted for payment all
shares validly tendered (including shares subject to guaranteed delivery
procedures) in its cash tender offer for all outstanding shares of common stock
of Carnegie Group, Inc. The tender offer expired in accordance with its terms at
12:00 midnight, New York City time, on Wednesday, November 4, 1998.
According to a preliminary count by the Depositary, as of the expiration of the
tender offer, 6,189,879 shares of Carnegie Group, Inc., representing
approximately 94.3% of the total shares outstanding, had been tendered,
including 1,800 shares tendered pursuant to guaranteed delivery procedures.
Additionally, Logica Acquisition Corp. has merged with and into Carnegie Group
with Carnegie Group being the surviving corporation and a wholly owned
subsidiary of Logica Inc. Pursuant to the merger, all non-tendering stockholders
of Carnegie Group (other than stockholders who exercise appraisal rights under
Delaware law) will receive $5.00 per share, the same price paid in the tender
offer.
Carnegie Group, Inc. is a leading provider of customer relationship management
and advanced decision support solutions, based in Pittsburgh, Pennsylvania. The
acquisition provides Logica with an expanded national presence and new regional
offices in Pittsburgh, Denver, Washington, New Jersey, Atlanta, Oakland, and St.
Louis for better access to its growing client roster. This further solidifies
Logica's position in providing leading edge customer relationship management
solutions to its financial services, telecommunications, energy and utilities,
and automotive clients in the United States and globally. It also allows Logica
to offer Carnegie Group's advanced decision support capabilities and
technologies to its global clients.
"This is part of Logica's strategy to lead the market in customer relationship
management," said Corey V. Torrence, President and CEO of Logica Inc. "By
building on the strong relationships and reputation established by Carnegie
Group, Logica can now establish a new standard in delivering value to our
clients." Torrence added that the two companies have already begun working
together on several opportunities in the customer relationship and advanced
decision support areas as evidence of their synergistic relationship.
"With Logica we knew we were getting involved with a winner," said Dennis
Yablonsky, CEO of Logica Carnegie Group. "And, based upon the activities taking
place since the announcement and subsequent planning it has become even clearer
that our clients and people will benefit from this merger."
Logic Carnegie Group, as the new Logica division will be known, will continue to
be headed by Mr. Yablonsky. Mr. Yablonsky will remain based in Pittsburgh and
will report directly to Mr. Torrence.
Logica is a leading provider of business engineered, content-rich solutions
primarily for the Energy & Utilities, Telecommunications, Financial Services and
Automotive markets. The company's expertise is in systems integration,
consulting, products and core process out-tasking/applications management. In
collaboration with its partners around the world, Logica helps its clients
achieve sustainable, profitable growth, by maximizing the value of their core
assets. Logica's success is driven by its people, and is delivered through
focused industry, process and application expertise enabled by technology. The
company offers its products and services through innovative, flexible business
partnerships and measures its success by the impact it has on its clients'
results.
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With its North American headquarters in Lexington, MA, Logica has over 850 staff
based in North America and offices in Atlanta, Dearborn, Denver, Fort
Lauderdale, Houston, Pittsburgh, New Jersey, New York, Oakland, Orlando, San
Francisco, St. Louis, Toronto, Washington D.C. and Williamsburg.
Logica plc was founded in London in 1969 and now has offices in 23 countries and
7,000 employees worldwide. Today Logica is a leading international computer
consultancy, systems integration and software company with clients across
diverse markets including finance, telecommunications, energy and utilities,
industry, government, defense, transport and space. For the fiscal year ended
June 1998, Logica's revenue was $790 million ((Pounds) 473 million).
Logica's home page can be found at http://www.logica.com.
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Exhibit 99(A)8
IMPORTANT NOTICE TO
COMMON STOCKHOLDERS
OF
CARNEGIE GROUP, INC.
On November 5, 1998, Logica Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Logica Inc., a Delaware
corporation ("Parent") and a wholly owned subsidiary of Logica plc, a public
limited company organized under the laws of England ("Logica plc"),
consummated its tender offer (the "Offer") for all of the common stock, par
value $0.01 per share (the "Common Stock"), of Carnegie Group, Inc., a
Delaware corporation (the "Company"). The Purchaser purchased approximately
94.3% of the then outstanding shares of Common Stock in the Offer for a cash
price of $5.00 net per share. The Offer was made pursuant to an Agreement and
Plan of Merger dated as of September 30, 1998, by and among the Company,
Parent and Purchaser (the "Merger Agreement").
On November 5, 1998, in accordance with the Merger Agreement, the Purchaser
was merged into the Company as described herein. Pursuant to the merger,
shares of Common Stock that were not tendered in the Offer (other than those
owned by the Company and those held by persons who have properly demanded an
appraisal of such shares as described herein) were converted into the right to
receive $5.00 cash per share upon surrender of a holder's certificate(s)
therefore.
THIS NOTICE CONTAINS INSTRUCTIONS FOR SURRENDERING SHARES IN EXCHANGE FOR
PAYMENT AND AN IMPORTANT NOTICE CONCERNING APPRAISAL RIGHTS OF STOCKHOLDERS IN
CONNECTION WITH THE MERGER. EACH STOCKHOLDER IS URGED TO READ THESE MATERIALS
CAREFULLY.
CERTAIN INFORMATION ABOUT THE COMPANY, INCLUDING CERTAIN FINANCIAL
INFORMATION, IS CONTAINED IN THE PURCHASER'S OFFER TO PURCHASE DATED OCTOBER
7, 1998, WHICH WAS MAILED TO STOCKHOLDERS OF THE COMPANY IN CONNECTION WITH
THE OFFER. ADDITIONAL COPIES OF THE OFFER TO PURCHASE MAY BE OBTAINED FROM
D.F. KING & CO., INC., 77 WATER STREET, NEW YORK, NEW YORK 10005, OR FROM
DONALDSON, LUFKIN & JENRETTE, 277 PARK AVENUE, NEW YORK, NEW YORK 10172.
Any questions regarding the surrender of Common Stock for payment should be
directed to the Depositary at the following address:
ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3301
South Hackensack, New Jersey 07606
(201) 296-4860
Very truly yours,
CARNEGIE GROUP, INC.
November 5, 1998
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NOTICE TO STOCKHOLDERS OF
CARNEGIE GROUP, INC.
I. CONSUMMATION OF THE TENDER OFFER AND MERGER BY LOGICA ACQUISITION CORP.
Notice is hereby given to the holders of the common stock of Carnegie Group,
Inc., a Delaware corporation (the "Company"), that the actions described below
were taken in connection with the consummation on November 5, 1998, of the
tender offer (the "Offer") by Logica Acquisition Corp. (the "Purchaser") for
all outstanding shares of the common stock, par value $0.01 per share (the
"Common Stock"), of the Company. Pursuant to the Offer, holders of 6,189,879
shares of Common Stock, or approximately 94.3% of the outstanding shares of
Common Stock, tendered their shares pursuant to the Offer, which shares were
accepted and purchased by the Purchaser for a cash purchase price of $5.00 net
per share.
Effective November 5, 1998, the Purchaser, a wholly owned subsidiary of
Logica Inc. (the "Parent"), was merged into the Company pursuant to Section
253 of the General Corporation Law of the State of Delaware, with the Company
being the surviving corporation (the "Merger"). Pursuant to the Merger, the
outstanding shares of Common Stock, other than those owned beneficially or of
record by the Purchaser (i.e., those purchased by the Purchaser in the Offer)
or its affiliates or those as to which the holders thereof will have perfected
their appraisal rights (as described below), were converted upon the
effectiveness of the Merger into the right to receive $5.00 cash per share
(the "Cash Payment") without any action on the part of the holders of such
shares. Accordingly, upon consummation of the Merger, (i) the Company became a
wholly owned subsidiary of the Parent and (ii) holders of shares of Common
Stock who did not tender their shares pursuant to the Offer are entitled only
to receive the Cash Payment for such shares, unless they exercise appraisal
rights as described below.
In order to receive the Cash Payment pursuant to the Merger, each holder of
certificates theretofore representing shares of the Common Stock will be
required to surrender his or her stock certificate or certificates, together
with the enclosed letter of transmittal, duly executed, to ChaseMellon
Shareholder Services, L.L.C., which is acting as exchange agent (the
"Depositary"). No letter of transmittal will be effective unless it is
properly completed and accompanied by certificates for the Common Stock to
which such letter of transmittal relates. THE METHOD OF DELIVERY IS AT THE
OPTION AND RISK OF THE HOLDER OF THE COMMON STOCK, BUT IF SENT BY MAIL,
REGISTERED MAIL, RETURN RECEIPT REQUESTED AND PROPERLY INSURED, IS SUGGESTED.
Upon receipt of such certificate or certificates, together with a duly
executed letter of transmittal, the Depositary will as soon as practicable
issue a check to the holder which submitted its certificate or certificates in
an amount equal to $5.00 multiplied by the number of shares represented by
such certificate or certificates.
To prevent backup federal income tax withholding on payments made to certain
holders of Common Stock, each holder must provide the Depositary with is
correct taxpayer identification number and certify that it is not subject to
backup federal income tax withholding by completing the Substitute Form W-9
included in the letter of transmittal.
II. NOTICE OF APPRAISAL RIGHTS FOR NON-TENDERING HOLDERS OF COMMON STOCK
HOLDERS OF THE COMMON STOCK WHO DID NOT TENDER THEIR SHARES IN THE OFFER
HAVE CERTAIN RIGHTS TO DISSENT AND DEMAND APPRAISAL OF THE FAIR VALUE OF THEIR
SHARES OF THE COMMON STOCK UNDER APPLICABLE DELAWARE LAW. SUCH RIGHTS, IF THE
STATUTORY PROCEDURES ARE COMPLIED WITH, COULD LEAD TO A JUDICIAL DETERMINATION
OF THE FAIR VALUE OF THEIR SHARES (EXCLUSIVE OF ANY ELEMENT OF VALUE ARISING
FROM THE ACCOMPLISHMENT OR EXPECTATION OF THE MERGER), TOGETHER WITH INTEREST,
IF ANY, REQUIRED TO BE PAID TO SUCH DISSENTING HOLDERS. THE VALUE SO
DETERMINED COULD BE THE SAME, MORE OR LESS THAN THE PURCHASE PRICE PER SHARE
OFFERED PURSUANT TO THE OFFER AND TO BE PAID IN THE MERGER. In determining
fair value of the shares, the court is required to take into account all
relevant factors. In Weinberger v. UOP, Inc., 457 A.2d 701 (1983), the
Delaware Supreme Court stated, among other things, that "proof of value by any
techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered in
an appraisal proceeding. The Delaware Supreme Court stated that, in making its
determination of
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fair value, a court must consider market value, asset value, dividends,
earnings prospects, the nature of the enterprise and any other facts which can
be ascertained as of the date of the merger which throw any light on future
prospects of the merged corporation. The Delaware Supreme Court also stated
that "elements of future value including the nature of the enterprise, which
are known or susceptible of proof as of the date of the merger and not the
product of speculation, may be considered."
In addition, several decisions by the Delaware courts have held that a
controlling stockholder of a corporation involved in a merger has a fiduciary
duty to the other stockholders that required the merger to be fair to such
other stockholders. In determining whether a merger is fair to minority
stockholders, the Delaware courts have considered, among other things, the
type and amount of consideration to be received by the stockholders and
whether there was fair dealing among the parties. The Delaware Supreme Court
indicated in Weinberger v. UOP, Inc. and Rabkin v. Philip A. Hunt Chemical
Corp. that the remedy ordinarily available to minority stockholders in a cash-
out merger is the right to appraisal described above. However, damages may be
available if the merger is the product of procedural unfairness, including
fraud, misrepresentations or other misconduct.
APPENDIX A TO THIS NOTICE SETS FORTH THE TEXT OF SECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW, WHICH SETS FORTH THE PROCEDURES THAT HOLDERS OF THE
COMMON STOCK MUST FOLLOW TO EXERCISE THEIR APPRAISAL RIGHTS.
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APPENDIX A
DELAWARE GENERAL CORPORATION LAW
(S)262 APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation,
who has otherwise complied with subsection (d) of this section and who has
neither voted in favor of the merger or consolidation nor consented thereto in
writing pursuant to (S)228 of this title shall be entitled to an appraisal by
the Court of Chancery of the fair value of the stockholder's shares of stock
under the circumstances described in subsections (b) and (c) of this section.
As used in this section, the word "stockholder" means a holder of record of
stock in a stock corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of
nonstock corporation; and the words "depository receipt" mean a receipt or
other instrument issued by a depository representing an interest in one or
more shares, or fractions thereof, solely of stock of a corporation, which
stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to (S)251 (other than a merger effected pursuant to
(S)251(g) of this title), (S)252, (S)254, (S)257, (S)258, (S)263 or (S)264 of
this title:
(1) Provided, however, that no appraisal rights under this section shall be
available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii) held of record by more than
2,000 holders; and further provided that no appraisal rights shall be
available for any shares of stock of the constituent corporation surviving a
merger if the merger did not require for its approval the vote of the
stockholders of the surviving corporation as provided in subsection (f) of
(S)251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under
this section shall be available for the shares of any class or series of stock
of a constituent corporation if the holders thereof are required by the terms
of an agreement of merger or consolidation pursuant to (S)(S)251, 252, 254,
257, 258, 263 and 264 of this title to accept for such stock anything except:
a. Shares of stock of the corporation surviving or resulting from such
merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock (or depository receipts in respect
thereof) or depository receipts at the effective date of the merger or
consolidation will be either listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or held of
record by more than 2,000 holders;
c. Cash in lieu of fractional shares of fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or
d. Any combination of the shares of stock, depository receipts and cash
in lieu of fractional shares or fractional depository receipts described in
the foregoing subparagraphs a., b. and c. of this paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation party
to a merger effected under (S)253 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall be
available for the shares of the subsidiary Delaware corporation.
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(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for such
meeting with respect to shares for which appraisal rights are available
pursuant to subsections (b) or (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder electing to
demand the appraisal of such stockholder's shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation, a
written demand for appraisal of such stockholder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal
of such stockholder's shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein provided.
Within 10 days after the effective date of such merger or consolidation, the
surviving or resulting corporation shall notify each stockholder of each
constituent corporation who has complied with this subsection and has not
voted in favor of or consented to the merger or consolidation of the date that
the merger or consolidation has become effective; or
(2) If the merger or consolidation was approved pursuant to (S)228 or (S)253
of this title, each constituent corporation, either before the effective date
of the merger or consolidation or within ten days thereafter, shall notify
each of the holders of any class or series of stock of such constituent
corporation who are entitled to appraisal rights of the approval of the merger
or consolidation and that appraisal rights are available for any or all shares
of such class or series of stock of such constituent corporation, and shall
include in such notice a copy of this section; provided that, if the notice is
given on or after the effective date of the merger or consolidation, such
notice shall be given by the surviving or resulting corporation to all such
holders of any class or series of stock of a constituent corporation that are
entitled to appraisal rights. Such notice may, and, if given on or after the
effective date of the merger or consolidation, shall, also notify such
stockholders of the effective date of the merger or consolidation. Any
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal
of such holder's shares. If such notice did not notify stockholders of the
effective date of the merger or consolidation, either (i) each such
constituent corporation shall send a second notice before the effective date
of the merger or consolidation notifying each of the holders of any class or
series of stock of such constituent corporation that are entitled to appraisal
rights of the effective date of the merger or consolidation or (ii) the
surviving or resulting corporation shall send such a second notice to all such
holders on or within 10 days after such effective date; provided, however,
that if such second notice is sent more than 20 days following the sending of
the first notice, such second notice need only be sent to each stockholder who
is entitled to appraisal rights and who has demanded appraisal of such
holder's shares in accordance with this subsection. An affidavit of the
secretary or assistant secretary or of the transfer agent of the corporation
that is required to give either notice that such notice has been given shall,
in the absence of fraud, be prima facie evidence of the facts stated therein.
For purposes of determining the stockholders entitled to receive either
notice, each constituent corporation may fix, in advance, a record date that
shall be not more than 10 days prior to the date the notice is given,
provided, that if the notice is given on or after the effective date of the
merger or consolidation, the record date shall be such effective date. If no
record date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the day
on which the notice is given.
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(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger
or consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive from the corporation surviving the merger or resulting
from the consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and with respect to
which demands for appraisal have been received and the aggregate number of
holders of such shares. Such written statement shall be mailed to the
stockholder within 10 days after such stockholder's written request for such a
statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal
under subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates
to submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining,
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that such stockholder is not
entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and the case of holders of
shares represented by certificates upon the surrender to the corporation
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of the certificates representing such stock. The Court's decree may be
enforced as other decrees in the Court of Chancery may be enforced, whether
such surviving or resulting corporation be a corporation of this State or of
any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal
of such stockholder's demand for an appraisal and an acceptance of the merger
or consolidation, either within 60 days after the effective date of the merger
or consolidation as provided in subsection (e) of this section or thereafter
with the written approval of the corporation, then the right of such
stockholder to an appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed as to any
stockholder without the approval of the Court, and such approval may be
conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation. (Last amended by Ch. 339, L.
'98, eff. 7-1-98.)
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<PAGE>
Exhibit 99(A)9
CARNEGIE GROUP, INC.
LETTER OF TRANSMITTAL TO
ACCOMPANY CERTIFICATES OF COMMON STOCK
The Depositary for the Merger is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Delivery: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway
South Hackensack, New Mail Drop-Reorg 13th Floor
Jersey 07606 Ridgefield Park, New Jersey 07660 New York, New York
Attention: Reorganization 10271
Department
Facsimile Transmission:
(201) 329-8936
(For Eligible Institutions Only)
CONFIRM BY TELEPHONE
(201) 296-4860
Gentlemen:
In connection with the merger (the "Merger") of Logica Acquisition Corp., a
Delaware corporation (the "Purchaser"), with and into Carnegie Group, Inc., a
Delaware corporation (the "Company"), the undersigned hereby delivers to
ChaseMellon Shareholder Services, L.L.C., as depositary (the "Depositary"),
the certificate(s) of common stock listed in item 2 below, which prior to the
Merger evidenced shares of common stock of the Company, par value $0.01 per
share (the "Shares"), in exchange for $5.00 per share to the seller in cash.
It is understood that this Letter of Transmittal is subject to the terms,
conditions and limitations set forth in the Notice to Stockholders dated
November 5, 1998, relating to the Merger, receipt of which is hereby
acknowledged by the undersigned, and to the accompanying instructions.
The undersigned authorizes and instructs you, as Depositary, to deliver such
certificate(s) for Shares, and to receive on behalf of the undersigned, in
exchange for the Shares represented thereby, $5.00 per share to the seller in
cash.
(SEE INSTRUCTIONS FOR COMPLETING THIS FORM)
CERTIFICATE NUMBER(S) NUMBER OF SHARES
(1) (2) --------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
TOTAL
--------------------------------------
<PAGE>
(3) Part 1--PLEASE PROVIDE YOUR Social Security Numberor
SUBSTITUTE TIN IN THE BOX AT RIGHT AND EmployerIdentification
FORM W-9 CERTIFY BY SIGNING AND Number
DEPARTMENT OF THE DATING BELOW ----------------------
TREASURY INTERNAL --------------------------------------------------------
REVENUE SERVICE Part 2--Check the box if you are NOT subject to
backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are not
longer subject to backup withholding. [_]
PAYER'S REQUESTFOR --------------------------------------------------------
TAXPAYER CERTIFICATION--UNDER THE PENALTIES OF Part 3--
IDENTIFICATIONNUMBER PERJURY, I CERTIFY THAT THE
(TIN) INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT, AND COMPLETE.
Awaiting
SIGNATURE:______________ DATE:_______ TIN [_]
(4) (5)
SPECIAL PAYMENT AND SIGNATURE(S) GUARANTEE
ISSUANCE INSTRUCTIONS
Guaranteed by:__________________
If a check is to be issued in a NAME OF FIRM--PLEASE PRINT
name other than as indicated in
Item (1), fill in the space be- Signed by:______________________
low and provide a signature AUTHORIZED SIGNATURE
guarantee on Item (5). Issue
to:
SIGNATURE(S) NEED ONLY BE
GUARANTEED IF
ITEM (4) ON THIS PAGE IS
Name: __________________________ COMPLETED.
(PLEASE PRINT)
Address: _______________________
________________________________
(INCLUDING ZIP CODE)
________________________________
(TIN IDENTIFICATION OF SOCIAL
SECURITY NUMBER)
(6) (7)
SPECIAL DELIVERY INSTRUCTIONS PLEASE SIGN HERE
//>// //>//
If a check is to be mailed to ________________________________
an address other than as indi- //>// //>//
cated above, fill in the space ________________________________
below. Mail to: (SIGNATURE(S) OF STOCKHOLDER(S)
Name: __________________________
(PLEASE PRINT)
Address: _______________________
________________________________
________________________________
(INCLUDING ZIP CODE)
MAIL OR DELIVER THIS COMPLETED TRANSMITTAL WITH YOUR STOCK CERTIFICATE
TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AS SHOWN ABOVE
2
<PAGE>
INSTRUCTIONS
Please read these instructions before completing the Transmittal form. The
numbered instructions below apply to the item with the same number on the
Transmittal form.
UNLESS THE CHECK IS TO BE ISSUED IN ANOTHER NAME, OR SPECIAL DELIVERY
INSTRUCTIONS ARE GIVEN, ALL YOU NEED TO DO IS COMPLETE ITEMS (2), (3) AND (7),
ATTACH YOUR STOCK CERTIFICATES TO THE TRANSMITTAL FORM AND MAIL THEM TO THE
DEPOSITARY. REGISTERED MAIL IS RECOMMENDED WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED.
(1) The address label has the name(s) as it (they) appear on your
certificate(s). The total number of shares you own for the certificate(s)
listed under item (1) is in the upper right hand corner of the label.
(2) List all of the certificates you own and the number of shares for each.
If you have lost a certificate(s) indicate so in the certificate number blank,
or write a separate note to the Depositary. The Depositary will send
information to you as to how to replace the lost certificate(s).
(3) The substitute Form W-9 is to be completed and signed by the person(s)
name in item (1) unless the new certificate(s) are to be registered to someone
else as named in item (4). If so, the person(s) named in item (4) must
complete the W-9 form item (3) as the new owner(s).
Part 1--Fill in the social security number(s) or employer identification
numbers(s).
Part 2--If you are not subject to back-up withholding, check the block
provided at the end of Part 2.
Part 3--Check this block only if you are waiting for a tax
identification number.
Certification--Sign and date the W-9 Form.
If the substitute Form W-9 is not properly completed and signed, the
Depositary may, in accordance with Federal law, withhold 31% of the amount
payable for the shares of Common Stock represented by the certificate shown in
item (1) on the Letter of Transmittal.
If the payment check(s) for shares under the exchange is (are) to be issued
to a person (or persons) different than the registered holder(s) of shares of
the stock certificate(s) surrendered, the amount of any stock transfer taxes
payable on account of the transfer to such person(s) must be paid by the
registered holder(s) of the surrendered stock certificate(s), unless
satisfactory evidence that the tax has been paid, or is not applicable, has
been submitted. The Depositary will contact the registered holder(s) of the
surrendered stock certificate(s) in the event that stock transfer taxes are
deemed to be applicable to the transfer.
(4) Instructions for completing item (4) are shown in the Transmittal under
item (4) "Special Payment and Issuance Instructions." The signature guarantee
applies to the person(s) named in item (1) who must sign the transmittal in
item (7).
(5) Signature guarantee is required when the special instruction box item
(4) is completed. Signatures must be guaranteed by a national bank, an
incorporated state bank, or any broker having membership in a principal stock
exchange.
(6) Instructions for completing item (6) are shown on the Transmittal under
item (6) "Special Delivery Instructions."
3
<PAGE>
(7) The Transmittal form is to be signed by the person(s) named in item (1).
If the signer(s) is (are) a person (or persons) other than the person(s) named
in item (1), the surrendered certificate(s) must be endorsed or accompanied by
a stock power signed by the persons named in item (1) and the signature(s)
must be guaranteed. If the Letter of Transmittal or any stock certificate(s)
or stock power(s) is (are) signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officers of a corporation or other person acting
in a fiduciary or representative capacity, such person should include the full
title of such person when signing and proper evidence satisfactory to the
Depositary of such person's authority to so act must be submitted with the
Letter of Transmittal. In particular, a corporation should sign by its
President or other authorized officers.
IMPORTANT: THE LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF, APPROPRIATELY
COMPLETED AND SIGNED (TOGETHER WITH STOCK CERTIFICATE(S) REPRESENTING SHARES
OF COMMON STOCK AND OTHER REQUIRED DOCUMENTS), MUST BE RECEIVED BY THE
DEPOSITARY BEFORE THE STOCK CASH PAYMENT FOR SHARES OF COMMON STOCK CAN BE
MADE. FOR STOCKHOLDER INQUIRIES CALL (201) 296-4860.
4
