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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. 1)1
Integrated Systems Consulting Group, Inc.
(Name of Issuer)
Common Stock, $.005 par value
(Title of Class of Securities)
45813K 10 7
(CUSIP Number)
Jordan B. Savitch, Esq.
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087
(610) 293-0600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1998
(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 13D, 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.
1The 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
disclosures provided in a prior cover page.
The information required on 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. 45813K 10 7 13D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II L.P. 23-2787137
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
2
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CUSIP No. 45813K 10 7 13D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II Offshore C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
3
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CUSIP No. 45813K 10 7 13D
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II Management L.P. #23-2787138
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
4
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The Schedule 13D initially filed on September 21, 1998 (the "Schedule
13D"), by the signatory hereto relating to the common stock, $.005 par value per
share (hereinafter referred to as the "Shares") of Integrated Systems Consulting
Group, Inc., whose principal executive offices are located at 575 East
Swedesford Road, Wayne, PA 19087, is hereby amended by this Amendment No. 1 to
the Schedule 13D as follows:
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
On December 18, 1998, First Consulting Group, Inc. (FCGI) acquired
Issuer through the merger of a wholly-owned subsidiary into Issuer, as a result
of which Issuer became a wholly owned subsidiary of FCGI. All securities of
Issuer held by each Reporting Person and by each general partner, if any, were
exchanged for shares of common stock of FCGI based on an exchange ratio of 0.77
shares of common stock of FCGI for each share of Issuer's common stock, plus a
cash payment for any fractional shares equal to the fractional share multiplied
by $18.8125, the closing price of a share of FCGI common stock on December 18,
1998.
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SIGNATURES
After reasonable inquiry and to best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct. In executing this statement, the undersigned agrees, to
the extent required by Rule 13d-1(f), that this statement is being filed on
behalf on each of the Reporting Persons herein.
Dated: February 10, 1999 Technology Leaders II Management L.P.
By: /S/ MARK J. DENINO
-----------------------------------------
Mark J. DeNino
Vice President, Technology Leaders
Management, Inc., a general partner
Dated: February 10, 1999 Technology Leaders II L.P.
By Technology Leaders II Management L.P.,
general partner
By: /S/ MARK J. DENINO
-----------------------------------------
Mark J. DeNino
Vice President, Technology Leaders
Management, Inc., a general partner
Dated: February 10, 1999 Technology Leaders II Offshore C.V.
By Technology Leaders II Management L.P.,
general partner
By: /S/ MARK J. DENINO
-----------------------------------------
Mark J. DeNino
Vice President, Technology Leaders
Management, Inc., a general partner
