SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
INTELLIGROUP, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
45816A106
(CUSIP Number)
Mr. Anupam Dokeniya, 250 Engamore Lane, Suite # 102,
Norwood, MA 02062, (781) 278-9919
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Nov 5, 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), 13d-1(f), or 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 information required in 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 liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
NSA INVESTMENTS, LLC
04-3438346
2 Check the Appropriate Box if a Member of a Group (a)
(b)
3 SEC Use Only
4 Source of Funds
WC
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
6 Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,234,380
8 Shared Voting Power
-0-
9 Sole Dispositive Power
707,638
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 726,638
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 4.63%
14 Type of Reporting Person CO
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
Prophet Capital Management (C/O Robert Epstein)
2 Check the Appropriate Box if a Member of a Group (a)
(b)
3 SEC Use Only
4 Source of Funds
N/A
5 Check if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Texas
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
267,400
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 267,400
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 1.70%
14 Type of Reporting Person CO
1 Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
PRASHANTH PALAKURTHI
2 Check the Appropriate Box if a Member of a Group (a)
(b)
3 SEC Use Only
4 Source of Funds
N/A
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
6 Citizenship or Place of Organization
INDIA
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
86,000
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
86,000
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row (11) 0.55 %
14 Type of Reporting Person IN
Item 1. Security and Issuer.
This statement on Schedule 13D/A relates to shares of
Common Stock, $.01 par value per share (the 0/00Common Stock()
of Intelligroup, Inc., a Delaware corporation (the 0/00Corporation().
The principal executive offices of the Corporation are located at
499 Thornall Street, Edison, NJ-08837.
Item 2. Identity and Background.
(a) This statement is being filed jointly by the following:
NSA Investments, LLC (0/00 NSA(),
Prophet Capital Management (0/00Prophet(),
Anupam Dokeniya (0/00Dokeniya(),
Prashanth Palakurthi (0/00Palakurthi(), and
Ramgopal Rao (0/00Rao). The Reporting Parties may be
deemed to be a group beneficially owning, in the
aggregate, 1,234,380 shares of the Common Stock
(the 0/00Securities(), or approximately 7.9 % of the
outstanding shares of the Common Stock of the Corporation,
within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the 0/00Act).
The filing of this Schedule shall not be construed as an
admission that any of the Reporting Parties is, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by this Schedule except for the securities
stated herein to be beneficially owned by such Reporting Party
or that the Reporting Parties are acting as a group within
the meaning of the Section 13(d) of the Act.
(b),(c) NSA is primarily engaged in investment activities.
Dokeniya, Palakurthi and Rao each hold 33 1/3% of the
Class A membership interests of NSA. Dokeniya's, and
Palakurthi's principal address is 30 Palomino Lane,
Westwood, MA 02090.
Rao's principal address is 28 Fortuna East, Irvine, CA 92620.
(d),(e) None of the Reporting Parties during the last
five years, (1) has been convicted in a criminal proceeding
(excluding traffic violations or other similar misdemeanors),
or (2) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Dokeniya and Palakurthi are citizens of India and
Rao is a citizen of the USA.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase of the Securities acquired since the 13D
filing by NSA Investments, LLC on Octber 4, 1999, amounts
to 184,000 shares of Intelligroup and the total consideration
paid for these shares was $1,854,306. The total number of
shares controlled by NSA is 1,234,380 and the total consideration
paid for these shares is $8,936,306. These shares were purchased
in the open market by NSA and the associate group as mentioned the
exhibit in the 13D filing on Oct 4, 1999 using its working capital,
which was and is composed by capital contributions. The Exhibit
holders Shares (the Affiliated Group shares) were purchased by
each shareholder in the open market using his/her personal funds.
The aggregate purchase price for the exhibit holders'
Shares was $ 2,632,000.
Item 4. Purpose of Transaction.
The Reporting Parties have acquired the Securities because,
in their opinion, such Securities are undervalued by the market
and do not reflect the potential of the issuing company.
Furthermore, the Reporting Parties may look at other strategic
investments in Intelligroup, Inc.
Any of the Reporting Parties may acquire additional shares of
Common Stock or other securities of the Corporation (subject to
availability at prices deemed favorable) in the open market,
in privately negotiated transactions or otherwise. Additionally,
the Reporting Parties reserve the right to dispose or cause
the disposal of some or all of the Securities in the open market,
in privately negotiated transactions or otherwise.
The possible activities or the intentions of the Reporting
Parties are subject to change at any time.
Item 5. Interest in Securities of the Issuer.
(a),(b)
(i) NSA:
(a) Amount beneficially owned: 726,648
(b) Percent of class: 4.63 % (rounded)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,234,380
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of: 726,648
(iv) Shared power to dispose or to direct the disposition of: -0-
(ii) Exhibit C Holders as per 13D filing on October 4, 1999
(a) Amount beneficially owned: 507,732
(b) Percent of class: 3.25 % (rounded).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of: 507,732
(iv) Shared power to dispose or to direct the disposition of: -0-
(c) From October 5, 1999 until November 4, 1999, NSA purchased
on the open market on Nasdaq 68,000 shares of Common Stock of
the Corporation as described on Exhibit B hereto, which is
incorporated herein by reference.
From October 5, 1999 until November 4, 1999, the NSA affiliated
Group as outlined in the 13D filing on Oct 4, 1999
(Exhibit C Holders) purchased net on the open market on
Nasdaq 116,000 shares of Common Stock of the Corporation.
(d),(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exitibit A: Joint Filing Agreement dated as of June 3, 1999 by
and among NSA Investments, LLC, Anupam Dokeniya,
Prashanth Palakurthi, and Ramgopal Rao.
Exhibit B: NSA's Transactions in the Common Stock of the
Corporation from Oct 5, 1999 to Nov 4, 1999.
EXHIBITS
The following documents are filed herewith:
(a) Joint Filing Agreement dated as of October 4, 1999 by and a
mong NSA Investments, LLC, Prophet Capital Management,
Anupam Dokeniya, Prashanth Palakurthi, Ramgopal Rao and
other investors.
(b) NSA's Transactions in the Common Stock of the Corporation in
the past 125 days.
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on
Schedule 13D/A dated as of November 5, 1999, to which
this Agreement is an Exhibit and any further amendments
thereto executed by each of us is and shall be filed on
behalf of each of us pursuant to and in accordance with
the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
NSA INVESTMENTS, LLC
Date: as of November 5, 1999 By: ____________sd/______________________
Anupam Dokeniya, a Manager
Date: as of November 5, 1999 __________________sd/___________________
ANUPAM DOKENIYA
Date: as of November 5, 1999 ____________sd/_________________________
PRASHANTH PALAKURTHI
Date: as of November 5, 1999 ______________sd/_______________________
RAMGOPAL RAO
Date: as of November 5, 1999 ______________sd/_______________________
PROPHET CAPITAL MANAGEMENT
EXHIBIT B
Purchase Transactions in the Common Stock of the
Corporation from Oct 5, 199 to Nov 4, 1999
Date No. of Shares Price Date No. of Shares Price
06-Oct-99 5,500 7.93 20-Oct-99 7,000 9.88
07-Oct-99 5,000 8.50 21-Oct-99 3,000 9.63
08-Oct-99 6,000 8.75 22-Oct-99 10,000 9.82
11-Oct-99 5,000 8.38 22-Oct-99 3,400 9.72
11-Oct-99 3,000 8.38 22-Oct-99 2,900 9.75
11-Oct-99 2,000 8.38 22-Oct-99 4,200 9.94
11-Oct-99 5,000 8.44 22-Oct-99 9,500 10.00
11-Oct-99 5,000 8.44 22-Oct-99 1,100 9.88
11-Oct-99 7,000 8.55 25-Oct-99 14,300 11.00
12-Oct-99 8,000 8.48 25-Oct-99 600 10.88
12-Oct-99 6,000 8.13 26-Oct-99 1,500 10.63
15-Oct-99 3,000 7.75 27-Oct-99 3,500 9.44
15-Oct-99 1,000 7.82 03-Nov-99 1,900 11.25
18-Oct-99 27,500 7.96 05-Nov-99 5,100 12.94
19-Oct-99 10,000 9.48 05-Nov-99 4,000 12.81
19-Oct-99 13,000 9.22
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.
NSA INVESTMENTS, LLC
Date: Nov 5, 1999
By: _sd/_
Name: Anupam Dokeniya
Title: a Manager
Date: Nov 5, 1999
_sd/__
ANUPAM DOKENIYA
Date: Nov 5, 1999
_sd/_
PRASHANTH PALAKURTHI
Date: Nov 5, 1999
_sd/_
RAMGOPAL RAO
