================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AnswerThink Consulting Group, Inc.
---------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
-----------------------------------------
(Title of Class of Securities)
036916104
---------
CUSIP Number)
THINK New Ideas Inc.
45 West 36th Street, 12th Floor
New York, New York
-----------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 24, 1999
-------------
(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), Rule 13d-1(f) or Rule 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.
*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
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 ("Act") 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).
================================================================================
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THINK New Ideas, Inc. (95-4578104)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,629,922
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 13,629,922
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,629,922
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.76%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, $.001 par value per share, of AnswerThink consulting Group, Inc.,
a Florida corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131.
Item 2. Identity and Background
-----------------------
This Statement is filed by and on behalf of THINK New Ideas, Inc., a
Delaware Corporation ("THINK"). THINK is engaged in the business of providing
integrated consulting and technology enabled solutions to Fortune 500 companies.
THINK's principal business and office are located at 45 W. 36th Street, 12th
Floor, New York, New York 10018.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Please refer to Item 4 below.
Item 4. Purpose of Transaction
----------------------
(a) Not applicable.
(b) Pursuant to an Agreement and Plan of Merger dated as of June 24, 1999 (the
"Merger Agreement"), by and among THINK, Darwin Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), and the
Issuer, and subject to the Merger Agreement's conditions, Merger Sub will be
merged with and into the THINK (the "Merger"), with each outstanding share of
common stock of THINK ("THINK Common Stock") being converted into the right to
receive 0.70 shares of common stock of the Issuer ("Issuer Common Stock"). The
Merger is subject to: (i) the approval of the Merger Agreement and the Merger by
THINK's shareholders; (ii) approval of the issuance of Issuer Common Stock in
the Merger by Issuer's shareholders; and (iii) the satisfaction or waiver of
certain other conditions as more fully described in the Merger Agreement.
Pursuant to the terms of the Merger Agreement, THINK will survive the
Merger and become a wholly-owned subsidiary of Issuer. At the effective time of
the Merger (the "Effective Time") each share of the THINK Common Stock then
outstanding will be converted in to the right to receive 0.70 shares ("Exchange
Ratio") of Issuer Common Stock, and all outstanding options or rights to acquire
shares of THINK Common Stock will be assumed and converted into options to
acquire shares of Issuer Common Stock as adjusted to reflect the Exchange Ratio.
The foregoing summaries of the Merger and the Merger Agreement are
qualified in their entirety by reference to the copy of the Merger Agreement
included as Exhibit 2 to THINK's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on July 1, 1999 (the "Form 8-
K"), which is incorporated by reference herein in its entirety.
<PAGE>
As an inducement to THINK to enter into the Merger Agreement, each
executive officer, director and certain stockholders (collectively, the
"Stockholders") of Issuer, whose names are listed in Schedule I hereto, have
entered into a voting agreement with THINK, dated as of June 24, 1999 (the
"Voting Agreement"), pursuant to which each of the Stockholders has given THINK
an irrevocable proxy to exercise the limited right to vote each share of Issuer
Common Stock that each of the Stockholders owns (and may acquire) with respect
to all matters related to the Merger Agreement. Pursuant to the Voting
Agreement, THINK's, the shared voting power with the Stockholders relates to
13,629,922 shares of Issuer Common Stock (the "Proxy Shares"). The Stockholders
and the number of Proxy Shares beneficially owned by each of them is set forth
in Schedule I hereto which is incorporated by reference herein. In exercising
its right to vote the Proxy Shares as lawful attorney and proxy of the
Stockholders, THINK will be limited, at every Issuer stockholders meeting and
every written consent in lieu of such meeting, to vote the Proxy Shares in favor
of approval of the Merger Agreement and the Merger and other matters
contemplated therein. The Stockholders may vote the Proxy Shares on all other
matters. The Voting Agreement terminates upon the earlier to occur of: (i) the
date and time that the Merger becomes effective; or (ii) the date the Merger
Agreement is validly terminated pursuant to the termination provisions thereof.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the Voting Agreement itself, a copy of which was filed
with the SEC on July 1, 1999 as Exhibit 99.2 to the Form 8-K.
(c) Not applicable.
(d) The Merger Agreement provides that the Board of Directors of Issuer will
take all actions necessary such that Ronald Bloom shall be appointed to Issuer's
Board of Directors with a term expiring at the Annual Meeting of Issuer to be
held in calendar year 2000. Additionally, Issuer shall include Mr. Bloom in the
slate of nominees recommended to Issuer's Board of Directors at the year 2000
meeting.
(e) Other than as a result of the Merger described in Item 4 above, not
applicable.
(f) - (j) Not applicable.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a)-(b) As a result of the Voting Agreement THINK may be deemed to be the
beneficial owner of the Proxy Shares. The Issuer Common Stock over which THINK
shares voting power constitutes, based on the number of shares outstanding on
May 31, 1999, as represented by the Issuer in the Voting Agreement, beneficial
ownership of approximately 39.76% of the shares of Issuer Common Stock. THINK
has shared power to vote all of the Proxy Shares, and can vote the Proxy Shares
for the limited purposes described above in connection with the Voting
Agreement. THINK does not have the sole power to vote or to direct the vote or
to dispose or to direct the disposition of any shares of Issuer Common Stock
pursuant to the Voting Agreement. THINK (i) is not entitled to any other rights
as a stockholder of Issuer as to the Proxy Shares; and (ii) disclaims any
beneficial ownership of the Proxy Shares. To the best of THINK's knowledge, no
shares of THINK Common Stock are beneficially owned by any of the persons named
in Schedule I.
(c) THINK has not effected any transaction in Issuer Common Stock during the
past 60 days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
-------------------------------------------------------
Except as described herein, THINK has not entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer.
<PAGE>
Item 7. Material to be Filed as Exhibits
--------------------------------
The following are incorporated as exhibits hereto by reference to THINKS's
Current Report on Form 8-K, filed with the SEC on July 1, 1999.
1. Agreement and Plan of Merger by and among AnswerThink Consulting Group,
Inc., Think New Ideas, Inc. and Darwin Acquisition Corp., dated as of June
24, 1999
2. Voting Agreement, dated as of June 24, 1999, by and among THINK, Darwin
Acquisition Corp. and certain shareholders of AnswerThink Consulting Group,
Inc.
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the Schedule 13D is true, complete and
correct.
THINK New Ideas, Inc.
By: /s/ Ronald Bloom
--------------------------------------
Ronald Bloom
Chairman and Chief Executive Officer
Dated: July 8 1999
<PAGE>
SCHEDULE A PAGE 8
SCHEDULE I
The following information was provided to THINK by the Issuer pursuant
to the terms of the Voting Agreement and is qualified in its entirety by
reference to the Voting Agreement.
<TABLE>
<CAPTION>
ISSUER ISSUER PERCENTAGE OF
STOCKHOLDER NAME ISSUER COMMON STOCK COMMON STOCK OWNERSHIP OF OUTSTANDING
ADDRESS AND TELE. NO. COMMON STOCK OWNED OF RECORD OWNED BENEFICIALLY*/ ISSUER COMMON STOCK
--------------------- ------------ --------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Ted A. Fernandez 100,000 - 0 - 1,366,670 (1) 0.0%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Ted A. Fernandez Flint -- 1,366,670 1,366,670 3.94%
Trust
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Allan R. Frank 50,000 1,466,666 1,466,666 4.22%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Ulysses S. Knotts, III 5,000 1,416,666 1,416,666 4.08%
470 Montwicke Chase
Atlanta, GA 30327
(404) 219-3473
Luis E. San Miguel 2,500 160,000 182,664 (2) 0.46%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Luis & Mercedes San Miguel -- 22,664 (2) 22,664 (2) 0.06%
7745 SW 78 Street
Miami, FL 33143
(305) 598-4001
John F. Brennan 35,000 140,000 140,000 0.40%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
William C. Kessinger -- 3,979 5,895,204 (3) 0.011%
6100 Sears Tower
Chicago, IL 60606
(312) 382-2239
Golder, Thoma, Cressey, -- 5,880,956 5,891,225 (4) 16.94%
Rauner Fund V, LP
6100 Sears Tower
Chicago, IL 60606
(312) 382-2239
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ISSUER ISSUER PERCENTAGE OF
STOCKHOLDER NAME ISSUER COMMON STOCK COMMON STOCK OWNERSHIP OF OUTSTANDING
ADDRESS AND TELE. NO. COMMON STOCK OWNED OF RECORD OWNED BENEFICIALLY*/ ISSUER COMMON STOCK
--------------------- ------------ --------------- ------------------ -------------------
<S> <C> <C> <C> <C>
GTCR Associates V -- 10,269 (4) 10,269 (4) 0.03%
6100 Sears Tower
Chicago, IL 60606
(312) 382-2239
Fernando & Cecilia Montero -- 204,000 793,764 (5) 0.59%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Vizcaya Investments, Inc. -- 136,432 136,432 0.39%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Holtermann Corporation -- 226,664 226,664 0.65%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Southampton, Ltd. -- 226,668 226,668 0.65%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Edmund R. Miller -- - 0 - 2,540,668 (6) 0.0%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Edmund R. Miller Flint -- 1,280,000 1,280,000 3.69%
Trust
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Miller Capital Management -- 200,000 200,000 0.58%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Southeast Investments, L.P. -- 680,000 680,000 1.96%
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ISSUER ISSUER PERCENTAGE OF
STOCKHOLDER NAME ISSUER COMMON STOCK COMMON STOCK OWNERSHIP OF OUTSTANDING
ADDRESS AND TELE. NO. COMMON STOCK OWNED OF RECORD OWNED BENEFICIALLY*/ ISSUER COMMON STOCK
--------------------- ------------ --------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Southeast Investments -- 380,668 380,668 1.09%
International, Ltd.
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
(305) 375-8005
Jeffrey E. Keisling 15,000 200 200 0.00057%
Welsh and McKean Roads
Springhouse, PA 19477
(215) 444-5373
Robert J. Bahash 15,000 7,400 7,400 0.02%
1221 Avenue of the Americas
49th Floor
New York, NY 10020
(212) 512-6333
Alan T.G. Wix 15,000**/ -0- -0- 0.0%
--
99 Merewood Road
Barnehurst, Kent
DA7 6PH England
01-322-335-052
</TABLE>
*/ Explain any differences between record and beneficial ownership. Common stock
owned beneficially as listed in this table does not include any options to
purchase common stock, regardless of whether such options are presently
exercisable or exercisable within 60 days of the date of the Acquiror Voting
Agreement. **/ Options only. No shares of common stock owned of record or
beneficially.
- ----------------
PERCENTAGES BASED ON COMMON STOCK OWNED OF RECORD AND A TOTAL OF 34,718,937
SHARES OF COMMON STOCK OUTSTANDING, IN ALL CASES, AS OF MAY 31, 1999.
(1) Consists of 1,366,670 shares held through the Ted A. Fernandez Flint Trust.
(2) Includes 22,664 shares beneficially owned and held of record jointly by Luis
San Miguel and his wife, Mercedes.
(3) Includes 5,891,225 shares owned of record by Golder, Thoma Cressey, Rauner
Fund V, L.P. ("GTCR V") and certain of its affiliates, as described in
footnote (4), for which William Kessinger disclaims beneficial ownership
except to the extent of his proportionate ownership interest therein.
(4) GTCR Associates V, a partnership affiliated with GTCR V, owns of record
10,269 shares. Mr. Kessinger is a principal in Golder, Thoma, Cressey,
Rauner, Inc., which is the general partner of each of GTCR V and GTCR
Associates V.
(5) Includes 204,000 shares beneficially owned and held of record jointly by
Fernando Montero and his wife as joint tenants and 589,764 shares held of
record by three entities whose investments are managed by affiliates of Mr.
Montero. Mr. Montero disclaims beneficial ownership of the shares owned by
these three entities. (Vizcaya Investments, Inc. - 136,432; Holtermann
Corporation - 226, 664 shares; Southampton, Ltd. - 226,668 shares)
(6) Includes (i) 1,280,000 shares held through the Edmund R. Miller Flint Trust,
(ii) 200,000 shares held of record by Miller Capital Management ("Miller
Capital"), which is wholly owned by Mr. Miller, (iii) 680,000 shares held of
record directly by Southeast Investments, L.P., which is an investment fund
managed by Miller Capital and in which Mr. Miller owns, indirectly,
approximately 42% interest, (iv) 380,668 shares held of record directly by
Southeast Investments International, Ltd., which is an investment fund
managed by Miller Capital. Mr. Miller disclaims beneficial ownership of the
shares owned by these entities, except to the extent of his pecuniary
interest therein.
