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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ONE)*
LHS Group Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
501938 10 4
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 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 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 of 5 Pages
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CUSIP NO. 501938 10 4 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARTMUT LADEMACHER (SOCIAL SECURITY NUMBER: N/A)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b)
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
GERMANY
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SOLE VOTING POWER
5
NUMBER OF 12,460,258
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,544,218
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
12,460,258
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
49.3%
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TYPE OF REPORTING PERSON
12
IN
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Page 2 of 5 Pages
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ITEM 1.
(a) Name of Issuer: LHS GROUP INC.
(b) Address of Issuer's Principal Executive Offices:
SIX CONCOURSE PARKWAY, SUITE 2700, ATLANTA, GEORGIA 30328
ITEM 2.
(a) Name of Person Filing
HARTMUT LADEMACHER
(b) Address of Principal Business Office or, if none, Residence
LHS GROUP INC, SIX CONCOURSE PARKWAY, SUITE 2700, ATLANTA, GEORGIA 30328
(c) Citizenship
GERMANY
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
501938 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment
Company Act
(e) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see (S) 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with (S) 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with (S) 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
12,460,258
(b) Percent of Class
49.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
12,460,258
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
3,544,218
(iv) shared power to dispose or to direct the disposition of
-0-
Page 3 of 5 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
RESPONSE: THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH
EBERHARD CZEMPIEL PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER
WITH RESPECT TO THE 419,980 SHARES OF THE COMPANY'S COMMON STOCK
BENEFICIALLY OWNED BY MR. CZEMPIEL. THE VOTING RIGHTS WILL EXPIRE UPON
THE EARLIER OF (A) TWELVE MONTHS AFTER THE DATE ON WHICH MR. CZEMPIEL SELLS
ANY OF HIS SHARES IN THE PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON
STOCK AND (B) DECEMBER 31, 1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH DR. JOACHIM HERTEL
PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER WITH RESPECT TO
THE 2,973,520 SHARES OF THE COMPANY'S COMMON STOCK BENEFICIALLY OWNED BY
DR. HERTEL. THE VOTING RIGHTS WILL EXPIRE UPON THE EARLIER OF (A) TWELVE
MONTHS AFTER THE DATE ON WHICH DR. HERTEL SELLS ANY OF HIS SHARES IN THE
PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK AND (B) DECEMBER 31,
1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH MANFRED HELLWIG
PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER WITH RESPECT TO
THE 1,214,900 SHARES OF THE COMPANY'S COMMON STOCK BENEFICIALLY OWNED BY
MR. HELLWIG. THE VOTING RIGHTS WILL EXPIRE UPON THE EARLIER OF (A) TWELVE
MONTHS AFTER THE DATE ON WHICH MR. HELLWIG SELLS ANY OF HIS SHARES IN THE
PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK AND (B) DECEMBER 31,
1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH DR. RAINER
ZIMMERMANN PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER WITH
RESPECT TO THE 1,461,560 SHARES OF THE COMPANY'S COMMON STOCK BENEFICIALLY
OWNED BY DR. ZIMMERMANN. THE VOTING RIGHTS WILL EXPIRE UPON THE EARLIER
OF (A) TWELVE MONTHS AFTER THE DATE ON WHICH DR. ZIMMERMANN SELLS ANY OF
HIS SHARES IN THE PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK
AND (B) DECEMBER 31, 1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH OTTO WIPPRECHT
PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER WITH RESPECT TO
THE 907,480 SHARES OF THE COMPANY'S COMMON STOCK BENEFICIALLY OWNED BY MR.
WIPPRECHT. THE VOTING RIGHTS WILL EXPIRE UPON THE EARLIER OF (A) TWELVE
MONTHS AFTER THE DATE ON WHICH MR. WIPPRECHT SELLS ANY OF HIS SHARES IN THE
PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK AND (B) DECEMBER 31,
1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH JURGEN SPENGLER
PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE VOTING POWER WITH RESPECT TO
THE 77,480 SHARES OF THE COMPANY'S COMMON STOCK BENEFICIALLY OWNED BY MR.
SPENGLER. THE VOTING RIGHTS WILL EXPIRE UPON THE EARLIER OF (A) TWELVE
MONTHS AFTER THE DATE ON WHICH MR. SPENGLER SELLS ANY OF HIS SHARES IN THE
PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK AND (B) DECEMBER 31,
1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH GAP COINVESTMENT
PARTNERS, L.P. (GAP CONINVESTMENT) PURSUANT TO WHICH THE UNDERSIGNED HAS
SOLE VOTING POWER WITH RESPECT TO THE 259,200 SHARES OF THE COMPANY'S
COMMON STOCK BENEFICIALLY OWNED BY GAP COINVESTMENT. THE VOTING RIGHTS
WILL EXPIRE UPON THE EARLIER OF (A) TWELVE MONTHS AFTER THE DATE ON WHICH
GAP COINVESTMENT SELLS ANY OF ITS SHARES IN THE PENDING PUBLIC OFFERINGS OF
THE COMPANY'S COMMON STOCK AND (B) DECEMBER 31, 1999.
THE UNDERSIGNED HAS ENTERED INTO A VOTING AGREEMENT WITH GENERAL ATLANTIC
PARTNERS 31, L.P. (GAP 31) PURSUANT TO WHICH THE UNDERSIGNED HAS SOLE
VOTING POWER WITH RESPECT TO THE 1,601,920 SHARES OF THE COMPANY'S COMMON
STOCK BENEFICIALLY OWNED BY GAP 31. THE VOTING RIGHTS WILL EXPIRE UPON THE
Page 4 of 5 Pages
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EARLIER OF (A) TWELVE MONTHS AFTER THE DATE ON WHICH GAP 31 SELLS ANY OF
ITS SHARES IN THE PENDING PUBLIC OFFERINGS OF THE COMPANY'S COMMON STOCK
AND (B) DECEMBER 31, 1999.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
RESPONSE: NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
RESPONSE: NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
RESPONSE: NOT APPLICABLE
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
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.
December 19, 1997
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Date
/s/ Hartmut Lademacher
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Signature
Hartmut Lademacher
_______________________________________
Name/Title
Page 5 of 5 Pages
