<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CONVERGENT GROUP CORPORATION
----------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class of Securities)
21247V 10
--------------
(CUSIP Number)
JEAN CHEVALLIER, PRESIDENT
CONVERGENT HOLDING CORPORATION
c/o SCHLUMBERGER TECHNOLOGY CORPORATION
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 350-9400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 13, 2000
----------------
(Date of Event which Requires Filing of this Statement)
COPIES TO:
Richard R. Plumridge, Esq. James L. Gunderson
Lexi S. Methvin, Esq. General Counsel
Brobeck, Phleger & Harrison LLP Schlumberger Limited
370 Interlocken Boulevard, Suite 500 277 Park Avenue
Broomfield, Colorado 80021 New York, New York 10172
(303) 410-2000 (212) 350-9400
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 Rule 13d-1(b)(3) or (4), check the following box / /.
<PAGE>
SCHEDULE 13D
------------------- -------------------
CUSIP No. 21247V 10 Page 2 of 13 Pages
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCHLUMBERGER TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 11,347,523.5
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,347,523.5 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.14%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) By virtue of the Subscription Agreement (as defined herein) and as
reported in a separate Schedule 13D filed as of October 23, 2000, the STC
Reporting Persons (as defined herein), together with the Contributing
Stockholders (as defined herein), may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
(2) Does not include 16,337,448 shares which the STC Reporting Persons may
be deemed to beneficially own, as reported on a separate Schedule 13D filed
as of October 23, 2000.
2
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CUSIP No. 21247V 10 Page 3 of 13 Pages
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CONVERGENT HOLDING CORPORATION
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 11,347,523.5
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,347,523.5 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.14%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) By virtue of the Subscription Agreement (as defined herein) and as
reported in a separate Schedule 13D filed as of October 23, 2000, the STC
Reporting Persons (as defined herein), together with the Contributing
Stockholders (as defined herein), may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
(2) Does not include 16,337,448 shares which the STC Reporting Persons may
be deemed to beneficially own, as reported on a separate Schedule 13D filed
as of October 23, 2000.
3
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CUSIP No. 21247V 10 Page 4 of 13 Pages
------------------- -------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CONVERGENT ACQUISITION SUB, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 11,347,523.5
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,347,523.5 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.14%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) By virtue of the Subscription Agreement (as defined herein) and as
reported in a separate Schedule 13D filed as of October 23, 2000, the STC
Reporting Persons (as defined herein), together with the Contributing
Stockholders (as defined herein), may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
(2) Does not include 16,337,448 shares which the STC Reporting Persons may
be deemed to beneficially own, as reported on a separate Schedule 13D filed
as of October 23, 2000.
4
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Neither the filing of this Schedule 13D (the "Statement") nor any of its
contents shall be deemed to constitute an admission by Schlumberger
Technology Corporation ("STC"), Convergent Holding Corporation ("Parent") or
Convergent Acquisition Sub, Inc. ("Purchaser" and together the "STC Reporting
Persons") that any of them is the beneficial owner of any of the common stock
of the Issuer referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any
other purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value
$0.001 per share (the "Common Stock"), of Convergent Group Corporation, a
Delaware corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1
under the Exchange Act. The address of the principal executive officers of the
Issuer is 6399 South Fiddler's Green Circle, Suite 600, Englewood, Colorado
80111.
ITEM 2. IDENTITY AND BACKGROUND.
STC REPORTING PERSONS
(a) The names of the STC Reporting Persons filing this statement are STC,
a Texas Corporation, Parent, a Delaware Corporation, and Purchaser, a Delaware
Corporation. Parent is a wholly-owned subsidiary of STC and Purchaser is a
wholly-owned subsidiary of Parent. The directors and executive officers of each
of STC, Parent and Purchaser are as set forth on Schedule I hereto.
(b) The address of the principal business and principal office of each of
the STC Reporting Persons is c/o Schlumberger Technology Corp., 277 Park Avenue,
New York, New York 10172-0266.
(c) The principal business of STC is to be engaged, either directly or
indirectly, through wholly-owned subsidiaries, in three primary business
segments: (i) Oilfield Services, which is organized into three product groups:
Reservoir Evaluation, Reservoir Development, and Reservoir Management, that
provide exploration and production services required during the life of an oil
and gas reservoir to the petroleum industry; (ii) Resource Management Services,
a solutions provider to electricity, gas and water resource industry clients, to
design, install, operate and maintain resource measurement networks and services
and (iii) Test & Transactions, which provides smart card-based solutions,
semiconductor test, metrology and handling systems and services, and corporate
IP (internet protocol) and network solutions to customers. Parent and Purchaser
were formed solely to effect the transactions described herein.
(d) None of the STC Reporting Persons, nor, to the best of their
knowledge, any of persons listed on Schedule I hereto has, during the last five
years, been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e) None of the STC Reporting Persons nor, to the best of their knowledge,
any of the persons listed on Schedule I has, during the last five years, been 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) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 13, 2000, Cinergy and certain venture capital stockholders
(each a "Major Stockholder" and, collectively, the "Major Stockholders")
entered into a tender and voting agreement (the "Tender Agreement").
Thereafter on October 13, 2000, Parent, Purchaser, STC and the Issuer entered
into an Agreement and Plan of Merger (the "Merger Agreement"), which provides
for the acquisition by Parent of the Issuer. Within ten business days of the
execution of the Merger Agreement and upon its terms and subject to its
conditions, Purchaser will commence a cash tender offer (the "Offer") to
acquire all of the issued and outstanding shares of Common Stock for a price
of $8.00 per share. The total amount of funds required to purchase the Common
Stock pursuant to the Offer, the Merger and the Subscription Agreement (as
described in Item 6 below) are estimated to be approximately $276,000,000,
and will be furnished by STC to Parent which will furnish such amount to
Purchaser. No funds were required to acquire beneficial ownership of the
shares of Common Stock reported on this Schedule 13D, as the STC Reporting
Persons did not pay additional consideration to the Major Stockholders in
connection with the execution and delivery of the Merger Agreement or the
Tender Agreement.
The Merger Agreement and Tender Agreement are described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above and Item 6 below, this Statement
relates to the merger of Purchaser with and into the Issuer after the
consummation of the Offer in accordance with the terms of the Merger Agreement.
THE MERGER AGREEMENT
On October 13, 2000, Parent, Purchaser, STC and the Issuer entered into the
Merger Agreement, which provides for the acquisition by Parent of the Issuer.
Within ten business days of the execution of the Merger Agreement and upon its
terms and subject to its conditions, Purchaser will commence the Offer to
acquire all of the issued and outstanding shares of Common Stock for a price of
$8.00 per share. Assuming the Offer is consummated in accordance with its terms,
Purchaser will then merge with and into the Issuer (the "Merger") and each share
of Common Stock not previously tendered in the Offer or contributed under the
Subscription Agreement (as described in Item 6 below), other than treasury
shares and any shares as to which dissenter's rights have been perfected, will
be cancelled and automatically converted
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into the right to receive $8.00 per share, net to each stockholder in cash, less
any required withholding taxes. Immediately after consummation of the Merger,
all of the equity securities of the Issuer will be owned by Parent, and the
Issuer will no longer be a reporting company under Section 12 of the Exchange
Act, nor will any of its equity securities trade in any public market.
The Merger Agreement contains customary representations and warranties on
the part of Parent, Purchaser, STC and the Issuer, and the consummation of the
Merger is subject to customary closing conditions, including, without
limitation, approval by the stockholders of the Issuer. The Merger Agreement
also contains covenants regarding the activities of the parties pending
consummation of the Merger. Generally, each of the parties must conduct its
business in the ordinary course consistent with past practice. In certain
circumstances, upon a termination of the Merger Agreement, a cash termination
fee is required to be paid.
THE TENDER AGREEMENT
As a further inducement for Parent and Purchaser to enter into the Merger
Agreement and incur the obligations set forth therein, the Major Stockholders,
concurrently with the execution and delivery of the Merger Agreement, entered
into the Tender Agreement, whereby each Major Stockholder agreed, among other
things, to tender all shares of Common Stock held by such Major Stockholder for
payment in the Offer (except for Cinergy which agreed to tender 50% of its
shares of Common Stock) and to grant Parent an irrevocable proxy with respect to
the voting of such shares of Common Stock.
VOTING. Pursuant to the Tender Agreement, each Major Stockholder agreed,
among other things, that from October 13, 2000 until the earlier to occur of (a)
the effective time of the Merger, (b) the termination of the Merger Agreement,
(c) the time the parties later agree to by mutual written consent, or (d) March
31, 2001, at any meeting of Issuer's stockholders, however called, and in any
action by consent of Issuer's stockholders, they will vote their shares of
Common Stock (1) in favor of the Merger and the Merger Agreement, (2) against
any Acquisition Proposal (as defined in the Tender Agreement), against any
proposal for action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Issuer under
the Merger Agreement, against any change in the directors of Issuer, against any
change in the present capitalization of Issuer, against any amendment to
Issuer's certificate of incorporation or bylaws which, in the case of each of
the matters referred to in this clause (2), could reasonably be expected to
impede, interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of those
transactions being consummated and (3) in favor of any other matter necessary
for consummation of the transactions contemplated by the Merger Agreement. Each
Major Stockholder agreed to execute any documents which are necessary or
appropriate in order to effectuate the foregoing, including the ability for STC,
Parent, Purchaser or any nominees thereof to vote directly the shares of Common
Stock owned by each Major Stockholder. Additionally, the Major Stockholders
agreed to waive any rights of appraisal or rights to dissent from the merger.
IRREVOCABLE PROXY. The Major Stockholders (1) revoked all prior proxies or
powers of
7
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attorney governing the shares of Common Stock owned by them and (2) granted an
irrevocable proxy to Parent and Purchaser or any nominee to vote and act (by
written consent or otherwise) with respect to all of the shares of Common Stock
owned by them at any meeting of Issuer's stockholders or by written consent in
lieu of any meetings with regard to any matter covered in the paragraph above.
NO DISPOSITION OR ENCUMBRANCE OF SHARES. Except as contemplated by the
Tender Agreement and the Merger Agreement, the Major Stockholders agreed not to
(1) sell, assign, transfer, encumber or otherwise dispose of or enter into any
contract, option or other arrangement with respect to the sale, assignment,
transfer, encumbrance or other disposition of Common Stock or any interest in
their shares of Common Stock, or create or permit to exist any encumbrance on
their shares of Common Stock, (2) enter into any agreement or understanding with
respect to any transfer of any or all of their shares of Common Stock or any
interest therein, (3) grant any proxy with respect to their shares of Common
Stock or (4) enter into a voting trust or other agreement or arrangement with
respect to their shares of Common Stock.
TERMINATION. The Tender Agreement will terminate and be of no further force
and effect upon the earlier to occur of (a) the effective time of the Merger,
(b) the termination of the Merger Agreement, (c) the time the parties later
agree to by mutual written consent or (d) March 31, 2001.
The foregoing summaries of the Merger Agreement and the Tender Agreement
are qualified in their entirety by reference to Exhibits 1 and 2, respectively,
filed herewith.
(c) Not applicable.
(d) The Merger Agreement provides that the Issuer shall take such action
required, after consummation of the Offer, to cause persons nominated by
Purchaser to constitute the number of directors of Issuer equal to Purchaser's
pro rata ownership of the Issuer.
(e) Other than as a result of the Offer and Merger described above and in
Item 3, not applicable.
(f) See Item 4(a) and (c) above.
(g) The Merger Agreement provides that the certificate of incorporation
and by-laws of Purchaser shall become the certificate of incorporation and
by-laws of Issuer after the Merger.
(h)-(i) In connection with the Merger, it is expected that Common Stock
will be delisted from the Nasdaq National Market System and will become eligible
for termination of registration under the Exchange Act.
(j) Other than as described above, none of the Reporting Persons nor, to
the best of their knowledge, any person listed in Schedule I hereto, has any
plans or proposals which relate to or would result in any of the matters listed
in Items 4(a)-(j) of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 13, 2000, the STC Reporting Persons may be deemed to
beneficially own 11,347,523.5 shares of Common Stock pursuant to the Tender
Agreement. By reason of their respective relationships with STC, each of Parent
and Purchaser may be deemed under Rule 13d-3 under the Exchange Act, to
beneficially own all of the shares of Common Stock to which STC may be deemed to
beneficially own pursuant to the Tender Agreement. As of October 13, 2000,
11,347,523.5 shares of Common Stock represented 26.14% of the issued and
outstanding shares of Common Stock, based on the 43,414,402 shares of Common
Stock reported by the Issuer to be outstanding on October 13, 2000.
(b) Pursuant to the Tender Agreement, the STC Reporting Persons may be
deemed to have shared power to vote 11,347,523.5 shares of Common Stock. None of
the STC reporting persons has the power to dispose or to direct the disposition
with respect to any of the shares of Common Stock they may be deemed to
beneficially own. The STC Reporting Persons disclaim beneficial ownership of all
shares of Common Stock.
(c) Except as described in Items 3 and 4, no transactions in the Common
Stock were effected during the last 60 days by the STC Reporting Persons nor, to
the best of their knowledge, by any of the persons set forth on Schedule I
hereto.
(d) Except as set forth in this Item 5, no person other than each
respective record owner, referred to herein, of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the Tender Agreement, the persons named
in Item 2 have entered into two other agreements with respect to the securities
of the Issuer.
THE VOTING AGREEMENT
As a condition and inducement to Parent and Purchaser to enter into the
Merger Agreement and incur the obligations set forth therein, Cinergy and
certain management stockholders of the Issuer (each a "Contributing Stockholder"
and collectively the "Contributing Stockholders"), concurrently with the
execution and delivery of the Merger Agreement, entered into the a Voting
Agreement, dated as of October 13, 2000 (the "Voting Agreement"), pursuant to
which each Contributing Stockholder agreed, among other things, not to tender a
portion of the shares of Common Stock held by such Contributing Stockholder in
the Offer and to grant Parent an irrevocable proxy with respect to the voting of
the shares of Common Stock held by such Contributing Stockholder.
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VOTING. Pursuant to the Voting Agreement, each Contributing Stockholder
agreed, among other things, that from October 13, 2000 until the earlier to
occur of (a) the effective time of the Merger, (b) the termination of the Merger
Agreement, (c) the time the parties later agree to by mutual written consent, or
(d) March 31, 2001, at any meeting of Issuer's stockholders, however called, and
in any action by consent of Issuer's stockholders, they will vote their shares
of Common Stock (1) in favor of the Merger and the Merger Agreement, (2) against
any Acquisition Proposal (as defined in the Voting Agreement), against any
proposal for action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Issuer under
the Merger Agreement, against any change in the directors of Issuer, against any
change in the present capitalization of Issuer, against any amendment to
Issuer's certificate of incorporation or bylaws which, in the case of each of
the matters referred to in this clause (2), could reasonably be expected to
impede, interfere with, delay, postpone or materially adversely affect the
transactions contemplated by the Merger Agreement or the likelihood of those
transactions being consummated and (3) in favor of any other matter necessary
for consummation of the transactions contemplated by the Merger Agreement. Each
Contributing Stockholder agreed to execute any documents which are necessary or
appropriate in order to effectuate the foregoing, including the ability of STC,
Parent, Purchaser or any nominees thereof to vote directly the shares of Common
Stock owned by each Contributing Stockholder. Additionally, the Contributing
Stockholders agreed to waive any rights of appraisal or rights to dissent from
the Merger.
IRREVOCABLE PROXY. The Contributing Stockholders (1) revoked all prior
proxies or powers of attorney governing the shares of Common Stock owned by them
and (2) granted an irrevocable proxy to Parent and Purchaser or any nominee to
vote and act (by written consent or otherwise) with respect to all of the shares
of Common Stock owned by them at any meeting of Issuer's stockholders or by
written consent in lieu of any meetings with regard to any matter covered in the
paragraph above.
NO DISPOSITION OR ENCUMBRANCE OF SHARES. Except as contemplated by the
Voting Agreement and the Merger Agreement, the Contributing Stockholders agreed
not to (1) sell, assign, transfer, encumber or otherwise dispose of or enter
into any contract, option or other arrangement with respect to the sale,
assignment, transfer, encumbrance or other disposition of Common Stock or any
interest in their shares of Common Stock, or create or permit to exist any
encumbrance on their shares of Common Stock , (2) enter into any agreement or
understanding with respect to any transfer of any or all of their shares of
Common Stock or any interest therein, (3) grant any proxy with respect to their
shares of Common Stock or (4) enter into a voting trust or other agreement or
arrangement with respect to their shares of Common Stock.
TERMINATION. The Voting Agreement will terminate and be of no further force
and effect upon the earlier to occur of (a) the effective time of the Merger,
(b) the termination of the Merger Agreement, (c) the time the parties later
agree to by mutual written consent or (d) March 31, 2001.
SUBSCRIPTION AND CONTRIBUTION AGREEMENT
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Prior to entering into the Merger Agreement, Parent, STC, Cinergy and the
Contributing Stockholders (STC, Cinergy and the Contributing Stockholders,
individually, an "Investor" and, collectively, the "Investors") entered into a
Subscription and Contribution Agreement, dated as of October 13, 2000 (the
"Subscription Agreement").
Pursuant to the Subscription Agreement, STC has agreed to purchase a number
of Parent's shares at $8.00 per share sufficient to enable Purchaser to pay (1)
for all Issuer shares accepted for payment in the Offer, (2) $8.00 per Issuer
share converted into cash pursuant to the Merger and (3) all Issuer shares which
Purchaser may be required to purchase pursuant to employment agreements with
certain executive officers.
Pursuant to the Subscription Agreement, Cinergy has agreed to contribute
1,083,280 shares of their Common Stock and the Management Reporting Persons
agreed to contribute approximately 12,465,000 shares of their Common Stock (such
contributed shares collectively the "Contribution Shares") and receive an equal
number of Parent's shares of common stock in exchange therefore. Based on the
anticipated number of Parent's shares that will be outstanding following the
consummation of the Offer, Merger and the transactions contemplated by the
Subscription Agreement, the shares of Parent's common stock received by all of
the Management Reporting Persons will represent approximately 26% of Parent's
outstanding stock (before giving effect to any stock options or other issuances
of our securities or rights to acquire our securities), and the shares of
Parent's common stock received by Cinergy will represent approximately 2% of
Parent's outstanding stock (before giving effect to any stock options or other
issuances of our securities or rights to acquire Parent's securities).
Based on the number of shares of Common Stock issued and outstanding as of
October 13, 2000, as represented by the Issuer to the Reporting Persons on such
date, the Contribution Shares represent approximately 28% of the shares of the
Issuer. As a result of the Subscription Agreement, the STC Reporting Persons may
be deemed to be the beneficial owners of the Contribution Shares.
The description of the Voting Agreement and the Subscription Agreement are
qualified in their entirety by reference to the copies of the Tender Agreement
and the Subscription Agreement included as Exhibits 4 and 5, respectively, filed
herewith.
Except for the foregoing, there are no other contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Issuer.
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are hereby filed as exhibits:
<TABLE>
<S> <C>
99.1 Agreement and Plan of Merger, dated as of October 13, 2000, by and
between Convergent Holding Corporation, Convergent Acquisition Sub,
Inc., Schlumberger Technology Corporation and Convergent Group
Corporation.
99.2 Tender and Voting Agreement, dated as of October 13, 2000, by and
between Convergent Holding Corporation, Convergent Acquisition Sub,
Inc., Schlumberger Technology Corporation and certain Major
Stockholders named therein.
99.3 Voting Agreement, dated as of October 13, 2000, by and between
Convergent Holding Corporation, Convergent Acquisition Sub, Inc.,
Schlumberger Technology Corporation and certain Contributing
Stockholders named therein.
99.4 Subscription and Contribution Agreement, dated as of October 13, 2000,
by and between Convergent Holding Corporation, Schlumberger Technology
Corporation, Cinergy Ventures, LLC and certain Management Investors
named therein.
</TABLE>
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 23, 2000
SCHLUMBERGER TECHNOLOGY CORP.
By: /s/ Jean Chevallier
Name: Jean Chevallier
Its: President
CONVERGENT HOLDING CORPORATION
By: /s/ Jean Chevallier
Name: Jean Chevallier
Its: President
CONVERGENT ACQUISITION SUB, INC.
By: /s/ Jean Chevallier
Name: Jean Chevallier
Its: President
13
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
STC, PARENT AND PURCHASER
The following table sets forth the name, business address and principal
occupation or employment of each director and executive officer of Schlumberger
Technology Corp., a Texas corporation. Except as indicated below, the business
address of each of the following is Schlumberger Technology Corp., 277 Park
Avenue, New York, New York 10172-0266.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Arthur Lindenauer Director and Chairman
David S. Browning Director, Vice President, Secretary and General Counsel
Wayne Richards Director and Vice President
Ronald E. Reno Treasurer
Frank Sorgle Controller
Peter Goode Vice President
Luis Mesa Vice President
Pascal Panetta Vice President
Leonard Fuld Vice President, Taxes
Meyer Bengio Vice President and General Manager Austin Technology Center
Philippe Lacour-Gayet Vice President and General Manager, SL Doll Res. Ctr.
David Malone Vice President, Schlumberger Reservoir Completion Center
Tom Zimmerman Vice President, Schlumberger Reservoir Completion Center
Brian Clark Vice President, Sugar Land Product Center
Thomas E. Mays Assistant Treasurer
Richard Cottarel Assistant Controller
Kevin Ward Assistant Controller
Dean A. Ferris Assistant Secretary
Dale V. Gaudier Assistant Secretary
Arlene Powis Assistant Secretary
Lias J. Steen Assistant Secretary
Gary M. Wilson Assistant Secretary
</TABLE>
The following table sets forth the name, business address and principal
occupation or employment of the sole director and sole executive officer of each
of Parent and Purchaser. Except as indicated below, the business address of the
following is c/o Schlumberger Technology Corp., 277 Park Avenue, New York, New
York 10172-0266.
14
<PAGE>
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Jean Chevallier Sole Director, President
Roland Ewubare Secretary
</TABLE>
