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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 12, 1998
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Date of Report (Date of earliest event reported)
Integrated Systems Consulting Group, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-28206 23-2528944
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
575 East Swedesford Road
Wayne, PA 19087
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(Address of principal executive offices)
(610) 989-7000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Integrated Systems Consulting Group, Inc. ("ISCG") entered into an
Agreement and Plan of Merger and Reorganization dated September 9, 1998 (the
"Reorganization Agreement") among ISCG, First Consulting Group, Inc. ("FCG"), a
Delaware corporation, and Foxtrot Acquisition Sub, Inc. ("Merger Sub"), a
Delaware corporation and wholly-owned subsidiary of FCG, and subject to the
conditions set forth therein (including approval by the stockholders of FCG and
shareholders ISCG), Merger Sub will be merged with and into ISCG.
In connection with certain changes in the senior management structure
of FCG, representatives of ISCG and FCG began discussions regarding the role of
senior management of ISCG in the combined company. As a result of such
discussions, 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
hereto 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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 First Amendment to 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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 12, 1998 INTEGRATED SYSTEMS CONSULTING
GROUP, INC.
By: /s/ David D. Gathman
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David D. Gathman
Executive Vice-President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
99.1 First Amendment to 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:
ITEM 1. 1. Section 5.17 of the Original 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."
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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.
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
