<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
First Consulting Group, Inc.
----------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
----------------------------------------
(Title of Class of Securities)
00031986R1
--------------
(CUSIP Number)
David D. Gathman
Executive Vice President, Finance and
Administration and Chief
Financial Officer
Integrated Systems Consulting Group, Inc.
575 East Swedesford Road-Suite 200
Wayne, PA 19087
(610) 989-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 11, 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 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 |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The 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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
<PAGE>
CUSIP NO. 00031986R1 PAGE 2 of 5
The Schedule 13D initially filed on September 21, 1998 (the "Schedule
13D"), by the signatory hereto relating to the common stock, par value $0.001
per share (the "Common Stock"), issued by First Consulting Group, Inc., a
Delaware corporation ("FCG"), whose principal executive offices are at 111 W.
Ocean Boulevard, 4th Floor, Long Beach, California 90802, 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 a wholly owned subsidiary of
FCG ("Merger Sub"), and Integrated Systems Consulting Group, Inc., a
Pennsylvania corporation ("ISCG"), 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 (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 4. PURPOSE OF TRANSACTION
(d) 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
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.
<PAGE>
CUSIP NO. 00031986R1 PAGE 3 of 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ----------------------- --------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- ----------------------- --------------------------------------------------------
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.
- ----------------------- --------------------------------------------------------
<PAGE>
CUSIP NO. 00031986R1 PAGE 4 of 5
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 INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ David D. Gathman-------------
----------------------------------
David D. Gathman
Executive Vice President,
Finance and Administration and
Chief Financial Officer
<PAGE>
CUSIP NO. 00031986R1 PAGE 5 of 5
EXHIBIT INDEX
- ---------------------- ---------------------------------------------------------
EXHIBIT NO. DESCRIPTION
- ---------------------- ---------------------------------------------------------
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.
- ---------------------- ---------------------------------------------------------
<PAGE>
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 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."
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.
<PAGE>
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.
<PAGE>
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
----------------------------------------------------
Luther J. Nussbaum
Chief Executive Officer
FOXTROT ACQUISITION SUB, INC.
By: /s/ Luther J. Nussbaum
----------------------------------------------------
Luther J. Nussbaum
President
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ David D. Gathman
----------------------------------------------------
David D. Gathman
Executive Vice President, Finance and Administration
