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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
(Name of Issuer)
Common Stock, $0.005 Par Value Per Share
(Title of Class of Securities)
00045813K1
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(CUSIP Number)
Luther J. Nussbaum
Executive Vice President
First Consulting Group, Inc.
111 W. Ocean Boulevard, 4th Floor
Long Beach, Ca 90802
(562) 624-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 11, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box:
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CUSIP NO. 00045813K1
The Schedule 13D initially filed on September 21, 1998 (the "Schedule
13D"), by the signatories hereto relating to the Common Stock, par value $.005
per share (the "Common Stock"), issued by Integrated Systems Consulting Group,
Inc., a Pennsylvania corporation ("ISCG"), whose principal executive offices
are at 575 East Swedesford Road, Suite 200, Wayne, Pennsylvania 19087, is hereby
amended by this Amendment No. 1 to the Schedule 13D (the "Schedule 13D/A") as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger and Reorganization dated
September 9, 1998 (the "Reorganization Agreement") among FCG, Foxtrot
Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
FCG ("Merger Sub"), and ISCG, and subject to the conditions set forth therein
(including approval by the stockholders of FCG and ISCG), Merger Sub will be
merged with and into ISCG (the "Merger"), with each share of ISCG Common
Stock being converted into the right to receive 0.77 ("FCG Common Stock")
shares of FCG's Common Stock. The Boards of Directors of FCG and ISCG
approved and executed that certain First Amendment to the Agreement and Plan
of Merger and Reorganization, dated November 11, 1998 (the "First
Amendment"), a copy of which is attached to this Schedule 13/A as Exhibit
99.1. Pursuant to the terms of the First Amendment, FCG agreed to use its
reasonable efforts to nominate and appoint a nominee designated by ISCG to
Class III of FCG's Board of Directors to serve until FCG's annual meeting of
stockholders to be held in 2001.
To facilitate the consummation of the Merger (as defined in Item 4
below), certain shareholders of ISCG have entered into Voting Agreements with
FCG (as described in Item 4 below).
The description contained in this Item 3 of the transactions
contemplated by the Reorganization Agreement is qualified in its entirety by
reference to the full text of the Reorganization Agreement, a copy of which
is attached as Exhibit 99.1 to the Schedule 13D, and the full text of the
First Agreement, a copy of which is attached as Exhibit 99.1 to this Schedule
13D/A. Except as amended by this Schedule 13D/A, the Schedule 13 remains in
full force and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 First Amendment to the Agreement and Plan of Merger and Reorganization
dated as of November 11, 1998, by and among First Consulting Group, Inc., a
Delaware corporation, Foxtrot Acquisition Sub, Inc., a Delaware corporation, and
Integrated Systems Consulting Group, Inc., a Pennsylvania corporation.
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CUSIP NO. 00045813K1
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.
Date: November 12, 1998 FIRST CONSULTING GROUP, INC.
By: /s/ Luther J. Nussbaum
--------------------------
Luther J. Nussbaum
Chief Executive Officer
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CUSIP NO. 00045813K1
EXHIBIT INDEX
99.1 First Amendment to the Agreement and Plan of Merger and Reorganization
dated as of November 11, 1998, by and among First Consulting Group, Inc., a
Delaware corporation, Foxtrot Acquisition Sub, Inc., a Delaware corporation, and
Integrated Systems Consulting Group, Inc., a Pennsylvania corporation.
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Exhibit 99.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN
OF
MERGER AND REORGANIZATION
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(this "FIRST AMENDMENT") made and entered into as of November 11, 1998, by and
among: FIRST CONSULTING GROUP, INC., a Delaware corporation ("PARENT"); FOXTROT
ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of
Parent ("MERGER SUB"); and INTEGRATED SYSTEMS CONSULTING GROUP, INC., a
Pennsylvania corporation (the "COMPANY"), amends that certain Agreement and Plan
of Merger and Reorganization, dated as of September 9, 1998, by and among
Parent, Merger Sub and the Company (the "ORIGINAL AGREEMENT"). Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Original Agreement.
W I T N E S S E T H
WHEREAS, the parties have entered into the Original Agreement on September
9, 1998; and
WHEREAS, subject to the terms and conditions provided herein, the parties
desire to amend the Original Agreement in accordance with Section 9.1 thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
acknowledged by the parties, the parties hereby agree as follows:
1. Section 5.17 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"5.17 PARENT BOARD OF DIRECTORS. As soon as practicable after the
Effective Time, Parent shall use reasonable efforts to nominate and appoint:
(i) a nominee designated by the Company to Class I of its Board of Directors
to serve until the annual meeting of stockholders to be held in 1999; (ii)
Donald R. Caldwell, or such other nominee designated by the Company, to
Class II of its Board of Directors to serve until the annual meeting of
stockholders to be held in 2000; and (iii) David S. Lipson, or such other
nominee designated by the Company, to Class III of its Board of Directors to
serve until the annual meeting of stockholders to be held in 2001."
2. Any reference in the Original Agreement to the term "Agreement" is
deemed to refer to both the Original Agreement as well as the Original Agreement
as amended by this First Amendment.
3. Except as amended by this First Amendment, the Original Agreement
remains in full force and effect.
4. This First Amendment is made under, and shall be construed and enforced
in accordance with, the laws of the state of California applicable to agreements
made and to be performed solely therein, without giving effect to principles of
conflicts of law.
5. This First Amendment may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have each caused this FIRST AMENDMENT to be
executed as of the date first written above.
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<S> <C> <C>
FIRST CONSULTING GROUP, INC.
By: /s/ LUTHER J. NUSSBAUM
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Luther J. Nussbaum
CHIEF EXECUTIVE OFFICER
FOXTROT ACQUISITION SUB, INC.
By: /s/ LUTHER J. NUSSBAUM
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Luther J. Nussbaum
PRESIDENT
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ DAVID D. GATHMAN
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David D. Gathman
EXECUTIVE VICE PRESIDENT,
FINANCE AND ADMINISTRATION
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