OMB APPROVAL
---------------------------
OMB Number: 3225-0145
Expires: August 31, 1999
Estimated average burden
hours per form........14.90
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB
Washington, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Hagler Bailly, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
405 183 104
----------------------------------------------------
(CUSIP Number)
Frederic Lemoine
Cap Gemini S.A.
11, rue de Tilsitt
75017 Paris, France
(011-33-1) 47 54 50 00
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Christopher E. Austin
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
October 16, 2000
--------------------------------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.
240.13d-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 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 405 183 104 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cap Gemini S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
2,125,268
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0- (See Items 4 and 5.)
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,125,268
10 SHARED DISPOSITIVE POWER
-0-(See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,268 (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% (See Items 4 and 5.)
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>
SCHEDULE 13D
CUSIP No. 405 183 104 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cap Gemini America, Inc. (formerly named Cap Gemini Holding, Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
470,975
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0- (See Items 4 and 5.)
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 470,975
10 SHARED DISPOSITIVE POWER
-0-(See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,975 (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (See Items 4 and 5.)
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>
This Amendment No. 8 amends the information contained in the Statement
on Schedule 13D filed by Cap Gemini S.A. ("CG") and Cap Gemini America, Inc.
(formerly named Cap Gemini Holding, Inc.) ("CGA" and collectively with CG the
"Reporting Purchasers") on April 20, 1999, as amended from time to time, and is
being filed on behalf of such persons pursuant to Rule 13d-2 promulgated under
the Securities and Exchange Act of 1934.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following:
In a proxy statement dated September 25, 2000, HB gave notice of a
special meeting of its stockholders to be held on October 25, 2000, for the
purpose of voting on the approval and adoption of an agreement and plan of
merger, dated as of June 19, 2000, as amended by the first amendment to the
agreement and plan of merger dated as of August 30, 2000 (the "Merger
Agreement"), among HB, PA Consulting Group, Inc., PA Holdings, Inc. and, only
with respect to certain payment obligations and representations, PA Holdings
Limited. The Reporting Purchasers currently intend to vote all of their HB
Shares for approval and adoption of the Merger Agreement.
Except as described above, none of the Reporting Purchasers has any
plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
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.
Dated: October 20, 2000
CAP GEMINI S.A.
By: /s/ Serge Kampf
---------------
Name: Serge Kampf
Title: Chairman of the Board of Directors
