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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CONVERGENT GROUP CORPORATION
(Name of Subject Company)
CONVERGENT GROUP CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
21247V 10
(CUSIP Number of Class of Securities)
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GLENN E. MONTGOMERY, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CONVERGENT GROUP CORPORATION
6399 SOUTH FIDDLER'S GREEN CIRCLE,
SUITE 600
ENGLEWOOD, COLORADO 80111
(303) 741-8400
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf
of the person(s) filing statement)
COPY TO:
ILAN S. NISSAN, ESQ.
DOMINICK P. DECHIARA, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 408-2400
[X] Check the box if the filing relates solely
to preliminary communications made before the
commencement of a tender offer.
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October 17, 2000
Dear < < FIRST_NAME > > < < LAST_NAME > >:
As previously announced, Schlumberger LTD has agreed to acquire a controlling
interest in Convergent Group. Outlined below is what this means to you from a
financial perspective.
In the tender offer, you may sell all Convergent shares of common stock (green
certificates) you own for $8.00 per share, in cash. Our records indicate that
you have < < STK_NUMBERS > > shares that may be sold for a total cash value of
< < STK_VALUE > > .
Upon the execution of the documents evidencing Schlumberger LTD's agreement to
acquire a controlling interest in Convergent Group, all of your stock options
vested automatically. Accordingly, you may exercise all of your stock options
and, if you so choose, sell the shares received by you upon such exercise for
$8.00 per share, in cash. Our records indicate that you have a total of
< < OPTIONS > > unexercised stock options. Your total net cash value is
< < N_C_V > > . ($8.00 LESS YOUR OPTION EXERCISE PRICE MULTIPLIED BY THE NUMBER
of OPTIONS). While you should make the decision that you believe is best for
you, senior management of Convergent encourages you to consider, if you so
desire, exercising and selling no more than 25% of the options you hold. In
connection with the merger following the tender offer, the remaining 75% of your
options would then be converted into options to acquire stock of our new parent
company, Convergent Holding. Following the merger, Convergent will no longer be
a publicly traded company.
If you feel that there is a discrepancy in any of the above numbers, please
double check all of your materials/documents for accuracy. If you find a
discrepancy, please contact Bob Preis.
Any questions regarding this transaction can be e-mailed to our internal mailbox
FAQ_Schlumberger, or at our website [email protected] or
[email protected]. On Tuesday, October 17th through Tuesday, October
24th, we will conduct daily conference calls at noon MST to answer any
questions. The dial-in number is 888-282-1478 for the US and 712-257-2724 for
International. The passcode for each number is 44695. Keep an eye out for
updates and frequently asked questions on our internal website. Thank you.
Andrea Maizes
Executive Vice President, Resource Management
NOTICE TO READ TENDER OFFER DOCUMENTS:
A Tender Offer Statement on Schedule TO will be filed by Schlumberger and others
and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by
Convergent Group with the Securities and Exchange Commission (SEC). You are
urged to read the Tender Offer Statement and any other relevant documents to be
filed with the SEC. The Tender Offer Statement, the solicitation/recommendation
statement on Schedule 14D-9 and other documents filed with the SEC will contain
important information that you should consider before making any decision
regarding the tender offer and related transactions. You may obtain a free copy
of the Tender Offer Statement and other documents filed by Schlumberger and
Convergent Group with the Commission at the Commission's web site at
www.sec.gov. The Tender Offer Statement and other documents to be filed with the
Commission by Schlumberger will be available free of charge from Schlumberger by
directing a request to Schlumberger Limited, 277 Park Avenue, New York, NY
10172. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9
and other documents to be filed with the Commission by Convergent Group may be
obtained free of charge from Convergent by directing a request to 6399 South
Fiddler's Green Circle, Suite 600, Englewood, Colorado 80111.
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This communication contains information from a slide presentation made
by certain representatives of Convergent Group Corporation and Schulmberger
Ltd. to its employees which relates to the tender offer.
[SLIDE: THIS SLIDE HAS THE WORDS "CONVERGENT GROUP" WRITTEN IN BOLD,
ALL CAPS ACROSS THE MIDDLE OF THE SLIDE. THE WORDS "SOLUTIONS FOR THE DIGITAL
ECONOMY" APPEAR BELOW "CONVERGENT GROUP."]
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Notice to Read Tender Offer Documents: A Tender Offer Statement on Schedule
TO will be filed by Schlumberger and others and a Solicitation/Recommendation
Statement on Schedule 14D-9 will be filed by Convergent Group with the
Securities and Exchange Commission (SEC). You are urged to read the Tender
Offer Statement and any other relevant documents to be filed with the SEC.
The Tender Offer Statement, the Solicitation/Recommendation Statement on
Schedule 14D-9 and other documents filed with the SEC will contain important
information that you should consider before making any decision regarding the
tender offer and related transactions. You may obtain a free copy of the
Tender Offer Statement and other documents filed by Schlumberger and
Convergent Group with the SEC at the SEC's web site at www.sec.gov. The
Tender Offer Statement and other documents to be filed with the Commission by
Schlumberger will be available free of charge from Schlumberger by directing
a request to Schlumberger Limited, 277 Park Avenue, New York, NY 10172. In
addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and
other documents to be filed with the Commission by Convergent Group may be
obtained free of charge from Convergent Group by directing a request to 6399
South Fiddler's Green Circle, Suite 600, Englewood, Colorado 80111.
This release may contain forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995, which involve risks and uncertainties.
Among the important factors that could cause actual results to differ materially
from those in the forward-looking statements are economic, competitive and
technological factors effecting the company's operations, markets, products,
services and prices, as well as other factors detailed in the company's filings
with the Securities and Exchange Commission.
###
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The Opportunity
Schlumberger and Convergent Group have
entered into an agreement whereby
Schlumberger will purchase a controlling
interest in Convergent Group.
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The Operating Structure
- We will remain a separate company and become a subsidiary of Schlumberger
- We will have our own Board of Directors and our current Management Team will
stay in place as is
- We will remain independent and entrepreneurial but enjoy many of the benefits
of being part of a Fortune 100 Company
- We will continue our market focus and invest in BOTH the utility and local
government sectors of our business
- We will once again become a "privately held" company
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Vision and Value Statement
For the "new Convergent Group"
- Be the leading global provider of a diverse range of advanced technology-based
business solutions for utility and local government markets
- Enable utility and local government business transformation
- Engineer, Build, and Manage Digital Utilities and Government Gateways on a
global scale
- Be a first mover in e-services and e-business solutions and services for
utility and local government markets
- Maximize data utilization across the entire utility and local government value
chains
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Strategy
- Own the prime contractor role
- Provide strong subject matter expertise
- Seek long-term relationships focused on recurring revenue streams
- Plan and evolve our service offerings
- Leverage our alliances on non-core competencies
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Key Messages
- Take advantage of forces that are changing the industry
- Regulatory
- Service demands
- Technology
- Differentiation (versus ERP and other back-office solutions) is the
end-to-end solution
- Deep subject matter expertise across the utility and local government
enterprises
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Key Messages
- Capable of engineering, building, and managing digital enterprises for the
multi-billion dollar utility and local government markets
- Globally deliver the Digital Utility from meter (SLB) to cyberspace (CVGP)
- Deliver Government Gateways where they make sense
- Bring customers closer to the utility and the utility closer to the customer
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What will we be?
- Emerging markets for the Digital Utility and the Government Gateway solutions
are large, global, and developing quickly
- We will have first mover advantage in the managed services and e-business
market by establishing our position quickly
- "Quickly" is very important as key market players are moving to consolidate
the industry
- CVGP/SLB market expansion is dramatically accelerated by leveraging
each other's strengths and via the emergence of new combined strengths
- The business case of the expanded company is compelling
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What does this mean for Convergent?
- Stronger global presence
- Greatly enhanced technology access
- Ability to attract even a higher number of great people
- Strengthens and expands our position in the markets we serve
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What does this mean for Convergent?
- Going "private" with plans to reposition ourselves
- The "new Convergent Group" will be a privately held company owned by:
- Schlumberger
- Management and Employees
- Cinergy
- Corporate Governance
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What does it mean for you?
- Access to some of the foremost technology and technologists
- Long-term employment stability
- Great career opportunities in a larger number of areas
- International opportunities
- Learning/growth opportunities
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What does it mean for you?
- Be part of a global industry leader
- Ability to remain entrepreneurial while having the benefits of a large
global company
- Financial incentives and rewards
- Management continuity
