<PAGE> 1
<TABLE>
<S> <C>
OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
WASHINGTON, D.C. 20549 Estimated average burden
hours per response ...14.90
</TABLE>
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Atlantic Data Services, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
048523104
(CUSIP Number)
May 21, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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 10 pages
<PAGE> 2
CUSIP NO. 048523104 13G PAGE 2 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert W. Howe
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
1,765,080
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 223,860
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 1,765,080
8 SHARED DISPOSITIVE POWER
223,860
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,940
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.51%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 2 of 10 pages
<PAGE> 3
CUSIP NO. 048523104 13G PAGE 3 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William H. Gallagher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
1,765,080
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 223,860
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 1,765,080
8 SHARED DISPOSITIVE POWER
223,860
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,940
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.51%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 3 of 10 pages
<PAGE> 4
CUSIP NO. 048523104 13G PAGE 4 OF 10 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee M. Kennedy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
1,000,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 1,000,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.80%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 4 of 10 pages
<PAGE> 5
ITEM 1(a). NAME OF ISSUER: Atlantic Data Services, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Batterymarch Park, Quincy, MA 02169
ITEM 2(a). NAMES OF PERSONS FILING: Robert W. Howe ("Howe"), William H.
Gallagher ("Gallagher") and Lee M. Kennedy ("Kennedy"). The
persons named in this paragraph are referred to individually
herein as a "Reporting Person" and collectively as the "Reporting
Persons."
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the business office of Howe and Gallagher is One
Batterymarch Park, Quincy, MA 02169. The address of the business
office of Kennedy is 1792 Dorchester Avenue, Boston, MA 02124.
ITEM 2(c). CITIZENSHIP: Each of the Reporting Persons is a United States
citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value
("Common Stock").
ITEM 2(e). CUSIP NUMBER: 048523104.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d- 1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (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 of 1940.
(e) [ ] Investment Adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Not applicable. This Schedule 13G is not being filed pursuant to
Rule 13d-1(b) or Rule 13d-2(b).
Page 5 of 10 pages
<PAGE> 6
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: Howe is the record owner of
1,765,080 shares as of December 31, 1998 (the "Howe
Shares"). Howe has shared voting and dispositive power with
his spouse as the general partners of the Howe Family
Limited Partnership, which is the record owner of 223,860
shares (the "Howe Family Limited Partnership Shares"). Howe
is deemed to own beneficially the Howe Limited Partnership
Shares and the Howe Shares for a total of 1,988,940 shares.
Howe disclaims beneficial ownership of such shares of
Common Stock except for the shares he holds of record.
Gallagher is the record owner of 1,765,080 shares as of
December 31, 1998 (the "Gallagher Shares"). Gallagher has
shared voting and dispositive power with his spouse as the
general partners of the Gallagher Family Limited
Partnership, which is the record owner of 223,860 shares
(the "Gallagher Family Limited Partnership Shares").
Gallagher is deemed to own beneficially the Gallagher
Limited Partnership Shares and the Gallagher Shares for a
total of 1,988,940 shares.
Gallagher disclaims beneficial ownership of such shares of
Common Stock except for the shares he holds of record.
Kennedy is the record owner of 1,000,000 shares as of
December 31, 1998 (the "Kennedy Shares").
(b) Percent of Class: Howe and Gallagher: 15.51% each. Kennedy:
7.80%. The foregoing percentages are calculated based on
the 12,826,106 shares of Common Stock reported to be
outstanding in the Quarterly Report on Form 10-Q of
Atlantic Data Services, Inc. for the quarter ended
September 30, 1998, as adjusted pursuant to Rule
13d-13(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,765,080
shares for Howe, 1,765,080 shares for Gallagher and
1,000,000 shares for Kennedy.
(ii) shared power to vote or to direct the vote: 223,860
shares for Howe, 223,860 shares for Gallagher and 0
shares for Kennedy.
(iii) sole power to dispose or to direct the disposition
of: 1,765,080 shares for Howe, 1,765,080 shares for
Gallagher and 1,000,000 shares for Kennedy.
(iv) shared power to dispose or to direct the disposition
of: 223,860 shares for Howe, 223,860 shares for
Gallagher and 0 shares for Kennedy.
Page 6 of 10 pages
<PAGE> 7
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. The Reporting Persons expressly disclaim
membership in a "group" as used in Rule 13d-1(b)(ii)(H).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b) or Rule 13d - 1(c).
Page 7 of 10 pages
<PAGE> 8
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 11, 1999
------------------------
Date
/s/ Robert W. Howe
------------------------
Robert W. Howe
/s/ William H. Gallagher
------------------------
William H. Gallagher
/s/ Lee M. Kennedy
------------------------
Lee M. Kennedy
Page 8 of 10 pages
<PAGE> 1
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of Atlantic Data Services, Inc.
EXECUTED as a sealed instrument this 11th day of February, 1999.
February 11, 1999
------------------------
Date
/s/ Robert W. Howe
------------------------
Robert W. Howe
/s/ William H. Gallagher
------------------------
William H. Gallagher
/s/ Lee M. Kennedy
------------------------
Lee M. Kennedy
Page 9 of 10 pages
<PAGE> 1
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William H. Gallagher his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to sections 13 or 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
11th day of February, 1999.
/s/ Robert W. Howe
------------------------
Robert W. Howe
/s/ Lee M. Kennedy
------------------------
Lee M. Kennedy
Page 10 of 10 pages
