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Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-00790
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
Prospectus Supplement Dated May 31, 1996 to
Prospectus Dated April 17, 1996
This Prospectus Supplement provides supplemental information
to the Prospectus dated April 17, 1996 (the "Prospectus") covering the sale of
2,625,000 shares of Common Stock of Integrated Systems Consulting Group, Inc.
(the "Company"). The Company and Safeguard Scientifics, Inc., a Pennsylvania
corporation ("Safeguard"), and David S. Lipson (together with Safeguard, the
"Selling Stockholders") granted to shareholders of the outstanding common stock
of Safeguard of record on April 16, 1996, rights ("Rights") to purchase an
aggregate of 2,500,000 shares of the Company's common stock (the "Rights
Offering"). The Prospectus also relates to the sale of 125,000 shares of the
Company's common stock to certain persons having a business relationship with
the Company or one of Safeguard's other partnership companies or other persons
selected by the Company for purchase at the time of the closing of the Rights
Offering. A copy of the Prospectus is attached to this Prospectus Supplement and
must be read in conjunction herewith. The following information is hereby added
to and deemed to be included in the Prospectus:
The Rights Offering by the Company, which involved the
distribution of 2,475,613 Rights to Safeguard shareholders of record as
of the close of business on April 16, 1996, expired on May 22, 1996
(the "Expiration Date"). Chemical Mellon Shareholder Services, L.L.C.,
the Rights Agent, informed the Company that holders of Rights exercised
such Rights to purchase a total of 2,407,531 shares of Common Stock (of
which 1,750,000 shares were sold by the Company and 657,531 shares were
sold by the Selling Stockholders) at the exercise price of $5.00 per
share. Of the total shares of Common Stock subscribed for through the
exercise of Rights, Tucker Anthony Incorporated ("Tucker Anthony") and
Robert W. Baird & Co. Incorporated ("Baird") advised the Company that
they subscribed for 93,622 shares of Common Stock through the exercise
of Rights that were purchased in the open market by Tucker Anthony and
Baird during the course of the Rights Offering. The 68,082 shares of
Common Stock remaining unsubscribed on the Expiration Date and the
24,387 shares of Common Stock relating to unissued Rights were sold by
the Selling Stockholders and the 125,000 shares of Common Stock
relating to the Direct Placement were sold by the Company at the price
of $5.00 per share to the Other Purchasers (as defined in the
Prospectus). Pursuant to the terms of the Standby Underwriting
Agreement, Tucker Anthony and Baird have purchased all of the 250,000
shares of Common Stock from the Company that were subject to the
over-allotment options granted by the Company to Tucker Anthony and
Baird. Tucker Anthony and Baird have advised the Company that, during
the exercise period of the Rights Offering, they (i) purchased 177,563
Rights in the open market at prices ranging from $15.75 to $22.50 per
Right, (ii) sold 83,941 Rights in the open market at prices ranging
from $16.00 to $25.00 per Right and (iii) sold 376,644 shares of Common
Stock to the public at prices ranging from $21.375 to $30.00 per share.
