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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 4 pages
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CUSIP NO. 501938 10 4 Page 2 of 4 Pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Hartmut Lademacher (Social Security Number: N/A)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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
19,506,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
7
REPORTING
5,450,001
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
19,506,333
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
37%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
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Page 2 of 4 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 Ladenmacher
(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:
19,506,333
(b) Percent of class:
37%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
19,506,333
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
5,450,000
(iv) Shared power to dispose or to direct the disposition of
0
Page 3 of 4 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.
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 4,269,740 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 General
Atlantic Partners 23, L.P., General Atlantic Partners 31, L.P., General
Atlantic Partners, LLC, and GAP Co-Investment Partners, L.P. (GAP
entities) pursuant to which the undersigned has sole voting power with
respect to an aggregate of 4,000,000 shares of the Company's common
stock beneficially owned by the GAP entities. The voting rights will
expire upon the 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.
February 16, 1999
Date
/s/ Hartmut Lademacher
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Signature
Hartmut Lademacher
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Name/Title
Page 4 of 4 pages
