<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
CONVERGENT GROUP CORPORATION
(Name of Subject Company)
GLENN E. MONTGOMERY, JR.
LARRY J. ENGELKEN
SCOTT M. SCHLEY
BRYAN R. MILEGER
DAVID J. RUBINSTEIN
ANDREA S. MAIZES
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)
------------------------
<TABLE>
<S> <C> <C>
GLENN E. MONTGOMERY, JR. KEVIN S. CRANDELL, ESQ. ILAN S. NISSAN, ESQ.
CONVERGENT GROUP CORPORATION HOLLAND & HART, LLP DOMINICK P. DECHIARA, ESQ.
6399 SOUTH FIDDLER'S GREEN CIRCLE, 555 SEVENTEENTH STREET O'SULLIVAN GRAEV & KARABELL, LLP
SUITE 600 SUITE 3200 30 ROCKEFELLER PLAZA
GREENWOOD VILLAGE, COLORADO 80111 DENVER, COLORADO 80202 NEW YORK, NEW YORK 10112
(303) 741-8400 (303) 295-8000 (212) 408-2400
</TABLE>
(Name, address, and telephone numbers of persons authorized to receive notices
and communications on behalf of the persons filing statement)
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement subject
to Regulation 14A ((S) (S)240.14a-1 through 240.14b-2), Regulation 14C ((S)(S)
240.14c-1 through 240.14c-101) or Rule 13e-3(c) ((S)240.13e-3(c)) under the
Securities Exchange Act of 1934 (the "Act").
b. [_] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [_] None of the above.
<PAGE>
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$379,416,392(1) $75,884(2)
(1) Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 47,427,049 shares of common stock, par value
$0.001 per share, of Convergent Group Corporation pursuant to the tender
offer, at a price per share of $8.00 in cash. Such number of shares
represents the sum of all of the 43,414,402 outstanding shares and the
4,012,647 outstanding options to acquire shares of Convergent common stock.
(2) Calculated as 1/50th of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by (S)240.0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $75,884
Form or Registration No.: SCHEDULE TO
Filing Party: Convergent Acquisition Sub, Inc., Convergent Holding
Corporation, Schlumberger Technology Corporation,
Glenn E. Montgomery, Jr., Larry J. Engelken, Scott M.
Schley, Bryan R. Mileger, David J. Rubinstein, Andrea S.
Maizes, Convergent Group Corporation
Date Filed: 10/27/2000
<PAGE>
INFORMATION REQUIRED BY SCHEDULE 13E-3
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed pursuant to Section 13(e) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and relates to the tender offer by
Convergent Acquisition Sub, Inc., a Delaware corporation ("Purchaser"), and a
wholly owned subsidiary of Convergent Holding Corporation, a Delaware
corporation ("Parent"), which is a wholly owned subsidiary of Schlumberger
Technology Corporation, a Texas corporation ("STC"), as set forth in the Tender
Offer Statement on Schedule TO, dated October 27, 2000 (the "Schedule TO"), to
purchase all of the outstanding shares of common stock of Convergent Group
Corporation ("Convergent"), par value $.001 per share, at a price of $8.00 per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 27,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO,
respectively, and are expressly incorporated herein by reference. The Schedule
TO was filed by Purchaser, Parent, STC, Glenn E. Montgomery, Jr., Larry J.
Engelken, Scott M. Schley, Bryan R. Mileger, David J. Rubinstein, Andrea S.
Maizes and Convergent with the Securities and Exchange Commission (the "SEC") on
October 27, 2000.
This Schedule 13E-3 is being jointly filed by (i) Convergent (the issuer of
the class of equity securities that is the subject of the transaction); (ii)
Glenn E. Montgomery, Jr.; (iii) Larry J. Engelken; (iii) Scott M. Schley; (iv)
Bryan R. Mileger; (v) David J. Rubinstein; and (vi) Andrea S. Maizes.
All references in this Schedule 13E-3 to Items numbered 1001 through 1016
are references to Items contained in Regulation M-A under the Exchange Act.
Capitalized terms used but not defined in this Schedule 13E-3 shall have the
meanings given to them in the Offer to Purchase.
The information contained in this Schedule 13E-3 and/or the Offer to
Purchase concerning Convergent was supplied by Convergent and none of the other
filing persons takes responsibility for the accuracy of such information.
Similarly, the information contained in this Schedule 13E-3 and/or the Offer to
Purchase concerning each filing person other than Convergent was supplied by
each such filing person and no other filing person, including Convergent, takes
responsibility for the accuracy of any information not supplied by such filing
person.
ITEM 1. SUMMARY TERM SHEET.
1001 -- The information set forth in "Summary of Our Offer" in the Offer to
Purchase is incorporated herein by reference.
<PAGE>
ITEM 2. SUBJECT COMPANY INFORMATION.
1002(a) -- Name and Address. The name of the subject company is Convergent Group
Corporation. Convergent's principal executive office is located at 6399 South
Fiddler's Green Circle, Suite 600, Greenwood Village, Colorado 80111, and its
telephone number is 303-741-8400.
1002(b) -- Securities. The title and class of equity securities to which this
Schedule 13E-3 relates is the common stock of Convergent, par value $.001 per
share. As of October 13, 2000, there were 43,414,402 shares of Convergent common
stock issued and outstanding.
1002(c) -- Trading Market and Price. The information set forth in "The Tender
Offer -- Price Range of Convergent's Common Stock" in the Offer to Purchase is
incorporated herein by reference.
1002(d) -- Dividends. The information set forth in "The Tender Offer -- Price
Range of Convergent's Common Stock" and "The Tender Offer -- Merger Agreement;
Subscription and Contribution Agreement; Tender and Voting Agreement; Voting
Agreement; Exclusivity Agreement; Nondisclosure Agreement; Employment
Agreements" in the Offer to Purchase is incorporated herein by reference.
1002(e) -- Prior Public Offerings. The information set forth in "The Tender
Offer -- Price Range of Convergent's Common Stock" in the Offer to Purchase is
incorporated herein by reference.
1002(f) -- Prior Stock Purchases. The following chart sets forth all purchases
by the filing persons of the common stock of Convergent during the past two
years:
<TABLE>
<CAPTION>
Filing Person Date of Purchase Number of Shares
------------- ---------------- ----------------
<S> <C> <C>
Larry J. Engelken............................. 08/13/99 1,460,817*
Larry J. Engelken............................. 08/13/99 1,446,458*
Larry J. Engelken............................. 09/22/99 113,313*
Larry J. Engelken............................. 07/31/00 10,000
Glenn E. Montgomery, Jr....................... 08/13/99 1,460,817*
Glenn E. Montgomery, Jr....................... 08/13/99 1,446,458*
Glenn E. Montgomery, Jr....................... 09/22/99 113,313*
Glenn E. Montgomery, Jr....................... 01/13/00 755,420
Scott M. Schley............................... 08/13/99 809,656*
Scott M. Schley............................... 09/22/99 37,771*
David J. Rubenstein........................... 10/11/99 94,428
Andrea S. Maizes.............................. 03/10/00 50,000
Andrea S. Maizes.............................. 03/10/00 500
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Filing Person Date of Purchase Number of Shares
------------- ---------------- ----------------
<S> <C> <C>
Bryan R. Mileger.............................. 02/01/00 188,855
Convergent.................................... 03/29/99 269,156**
Convergent.................................... 03/31/99 629,665**
Convergent.................................... 07/24/00 5,000***
Convergent.................................... 10/20/00 650***
</TABLE>
* These shares were acquired pursuant to stock grants.
** These shares were repurchased by Convergent from employee stockholders in
order to fund Convergent's stock option pool.
*** These shares were repurchased by Convergent from employee stockholders who
exercised options pursuant to early exercise agreements but who then either
left Convergent or were terminated.
With the exception of purchases in the year 2000 (other than the
purchases made by Convergent (i) on July 24, 2000 and October 20, 2000, which
were made at $0.092 per share, (ii) on March 31, 1999, which were made at
$0.41 per share and (iii) on March 29, 1999, one of which (39,150 shares) was
made at $0.38 per share and the second of which (230,006 shares) was made at
$0.98 per share), the price per share with respect to each purchase of common
stock during the relevant periods was $0.092, which is the exercise price of
employee stock options, and accordingly represents the average quarterly
purchase price. With respect to the first quarter of the year 2000, the range
of prices paid was from a low price for the period of $0.092 per share to a
high price of $7.94 per share of common stock, with an average purchase price
for the quarter of $6.01 per share. The shares purchased in the third quarter
of 2000 were at the initial public offering price of $7.00 per share.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
1003(a)--Name and Address. The names of the filing persons are as follows:
Convergent Group Corporation
Glenn E. Montgomery, Jr.
Larry J. Engelken
Scott M. Schley
Bryan R. Mileger
David J. Rubinstein
Andrea S. Maizes
Each of the filing persons has the following business address and telephone
number:
Convergent Group Corporation
6399 South Fiddler's Green Circle, Suite 600
Greenwood Village, Colorado 80111
Telephone: (303) 741-8400
The information set forth in "The Tender Offer -- Information Concerning
Convergent" is incorporated herein by reference.
1003(b) -- Business and Background of Entities. Not applicable.
3
<PAGE>
1003(c) -- Business and Background of Natural Persons. None of such filing
persons was convicted in a criminal proceeding or party to any judicial or
administrative proceeding during the past five years. All of such filing persons
are citizens of the United States. The information set forth in "The Tender
Offer -- Information Concerning Convergent" in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
1004(a) -- Material Terms. The information set forth in "The Tender Offer --
Terms of Our Offer; Expiration Date," "The Tender Offer -- Acceptance for
Payment and Payment for Shares," "The Tender Offer -- Procedures for Accepting
Our Offer and Tendering Shares," "The Tender Offer -- Withdrawal Rights," "The
Tender Offer -- Material Federal Income Tax Consequences," "The Tender Offer --
Price Range of Convergent's Common Stock," "The Tender Offer -- Possible Effects
of Our Offer on the Market for the Shares; Nasdaq Listing; Margin Regulations
and Exchange Act Registration," "The Tender Offer --Information Concerning
Convergent," "The Tender Offer -- Convergent Projections," "The Tender Offer --
Information Concerning Us, Our Parent and STC," "The Tender Offer -- Financing
of Our Offer and the Merger," "The Tender Offer -- Merger Agreement;
Subscription and Contribution Agreement; Tender and Voting Agreement; Voting
Agreement; Exclusivity Agreement; Nondisclosure Agreement; Employment
Agreements," "The Tender Offer -- Conditions of Our Offer," "The Tender Offer --
Legal Matters and Regulatory Approvals," "The Tender Offer -- State Take-Over
Laws," "The Tender Offer -- Rights of Dissenting Stockholders," "The Tender
Offer -- Fees and Expenses" and "The Tender Offer -- Miscellaneous" in the Offer
to Purchase is incorporated herein by reference.
1004(c) -- Different Terms. None.
1004(d) -- Appraisal Rights. The information set forth in "Summary of Our
Offer," "The Tender Offer -- Rights of Dissenting Stockholders" and Exhibit (f)
in the Offer to Purchase is incorporated herein by reference.
1004(e) -- Provisions for Unaffiliated Security Holders. None.
1004(f) -- Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
1005(a) -- Transactions. The information set forth in "Special Factors --
Interests of Certain Persons in our Offer and the Merger" in the Offer to
Purchase, the Information Statement (the "Information Statement") filed as
Schedule I to the Schedule 14D-9 filed by Convergent with the SEC on October 27,
2000 (together with the Information Statement, the "Schedule 14D-9") and in the
section entitled "Certain Transactions" in the registration statement on Form
S-1 (the "Registration Statement") filed by Convergent with the SEC on July 31,
2000 pursuant to Rule 424(b) (Registration No. 333-30586) is incorporated herein
by reference.
4
<PAGE>
1005(b); (c) -- Significant Corporate Events; Negotiations or Contacts. The
information set forth in "Special Factors -- Interests of Certain Persons in our
Offer and the Merger" in the Offer to Purchase is incorporated herein by
reference.
1005(e) -- Agreements Involving the Subject Company's Securities. The
Recapitalization Agreement, dated as of August 13, 1999, among Convergent,
certain of its shareholders, Scott M. Schley as the Shareholders' Representative
(as such term is defined therein), the Investors (as such term is defined
therein) listed on Schedule I thereto and Insight Capital Partners III, L.P. as
the Investors' Representative (as such term is defined therein); the Stock
Pledge Agreement, dated as of August 13, 1999, between Convergent and Glenn E.
Montgomery, Jr.; the Restricted Stock Agreement, dated as of October 29, 1999,
between Convergent and John W. Blend III; and the Restricted Stock Agreement,
dated as of October 29, 1999, between Convergent and Robert Sharpe, attached as
Exhibits 10.1, 10.6, 10.13, 10.14, respectively, to the Registration Statement
are incorporated herein by reference. The information set forth in "Special
Factors -- Interests of Certain Persons in Our Offer and the Merger" and "The
Tender Offer -- Merger Agreement; Subscription and Contribution Agreement;
Tender and Voting Agreement; Voting Agreement; Exclusivity Agreement;
Nondisclosure Agreement; Employment Agreements" in the Offer to Purchase is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
1006(b) -- Use of Securities Acquired. Convergent's securities are expected to
be retired. The information set forth in "Summary of Our Offer," "Introduction,"
"The Tender Offer -- Merger Agreement; Subscription and Contribution Agreement;
Tender and Voting Agreement; Voting Agreement; Exclusivity Agreement;
Nondisclosure Agreement; Employment Agreements" and "The Tender Offer --
Possible Effects of Our Offer on the Market for the Shares; Nasdaq Listing;
Margin Regulations and Exchange Act Registration" in the Offer to Purchase is
incorporated herein by reference.
1006(c)(1) through (7) -- Plans. The information set forth in "Summary of Our
Offer," "Introduction," "Special Factors -- Purposes, Alternatives, Effects and
Plans," "The Tender Offer -- Terms of Our Offer; Expiration Date," "The Tender
Offer -- Possible Effects of Our Offer on the Market for the Shares; Nasdaq
Listing; Margin Regulations and Exchange Act Registration" and "The Tender Offer
-- Merger Agreement; Subscription and Contribution Agreement; Tender and Voting
Agreement; Voting Agreement; Exclusivity Agreement; Nondisclosure Agreement;
Employment Agreements" in the Offer to Purchase is incorporated herein by
reference.
1006(c)(8) -- Plans. Upon completion of the merger, the Purchaser, or any of its
affiliates, may cause the suspension of the subject company's obligation to file
reports under Section 15(d) of the Exchange Act. The information set forth in
"Special Factors -- Purposes, Alternatives, Effects and Plans" in the Offer to
Purchase is incorporated herein by reference.
5
<PAGE>
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
1013(a); (c) and (d) -- Purposes, Alternatives, Reasons and Effects in a
Going-Private Transaction. The information set forth in "Summary of Our Offer,"
"Introduction," "The Tender Offer -- Terms of Our Offer; Expiration Date,"
"Special Factors -- Purposes, Alternatives, Effects and Plans," "Special Factors
-- Reasons and Recommendations of the Special Committee and the Board of
Directors of Convergent; Fairness of the Transaction" and "The Tender Offer --
Possible Effects of Our Offer on the Market for the Shares; Nasdaq Listing;
Margin Regulations and Exchange Act Registration" in the Offer to Purchase is
incorporated herein by reference.
1013(b) -- Alternatives. The information set forth in "Special Factors --
Purposes, Alternatives, Effects and Plans" in the Offer to Purchase is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
1014(a); (b) -- Fairness; Factors Considered in Determining Fairness. Convergent
and each of the other filing persons reasonably believe that the proposed
transaction is fair to unaffiliated security holders. The board of directors of
Convergent unanimously approved the merger agreement, the offer, the merger and
the other transactions contemplated by the merger agreement. The information set
forth in "Summary of Our Offer," "Introduction," "Special Factors -- Background
of Our Offer; Contacts with Convergent; Negotiations and Agreements," "Special
Factors -- Reasons and Recommendations of the Special Committee and the Board of
Directors of Convergent; Fairness of the Transaction" and "Special Factors --
The Position of Convergent, Us, Our Parent, STC and the Senior Management as to
the Fairness of Our Offer and the Merger to the Public Stockholders" in the
Offer to Purchase is incorporated herein by reference.
1014(c) -- Approval of Security Holders. The transaction is structured so that
the approval by unaffiliated stockholders of the merger will only be required
if, after consummation of the offer, the Parent does not own at least 90% of the
shares of Convergent common stock then outstanding. The information set forth in
"Introduction" and "Special Factors -- Purposes, Alternatives, Effects and
Plans" in the Offer to Purchase is incorporated herein by reference.
1014(d) -- Unaffiliated Representative. Although no unaffiliated representative
was retained to act solely on behalf of the unaffiliated security holders, a
special committee comprised of all of the non-employee directors of the board of
directors of Convergent unanimously determined that the merger agreement, the
offer, the merger and the other transactions contemplated by the merger
agreement were fair to, advisable and in the best interests of, Convergent's
stockholders.
1014(e) -- Approval of Directors. A special committee comprised of all of the
non-employee directors of the board of directors of Convergent unanimously
determined that the merger agreement, the offer, the merger and the other
transactions contemplated by the merger agreement were fair to, advisable and in
the best interests of, Convergent's
6
<PAGE>
stockholders. The information set forth in "Summary of Our Offer,"
"Introduction" and "Special Factors -- Reasons and Recommendations of the
Special Committee and the Board of Directors of Convergent; Fairness of the
Transaction" in the Offer to Purchase is incorporated herein by reference.
1014(f) -- Other Offers. None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
1015(a) -- Report, Opinion or Appraisal. The special committee of the board of
directors of Convergent received a presentation by and the opinion of Morgan
Stanley & Co. Incorporated relating to the fairness of the transaction. The
information set forth in "Special Factors -- Reports, Opinions, Appraisals and
Negotiations" and in Annex A and Exhibit (c)(2) in the Offer to Purchase is
incorporated herein by reference.
1015(b) -- Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in "Special Factors -- Reasons and Recommendations of the
Special Committee and the Board of Directors of Convergent; Fairness of the
Transaction," "Special Factors -- The Position of Convergent, Us, Our Parent,
STC and the Senior Management as to the Fairness of Our Offer and the Merger to
the Public Stockholders," "Special Factors -- Reports, Opinions, Appraisals and
Negotiations" and Annex A and Exhibit (c)(2) in the Offer to Purchase is
incorporated herein by reference.
1015(c) -- Availability of Documents. The information set forth in "Special
Factors -- Reports, Opinions, Appraisals and Negotiations" and in Annex A and
Exhibit (c)(2) in the Offer to Purchase is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
1007(a); (b); (d) -- Source of Funds; Conditions; Borrowed Funds. STC is
financing the tender offer with cash on hand and with borrowings from its credit
facility. The information set forth in "Summary of Our Offer", "Introduction",
and "The Tender Offer -- Financing of Our Offer and the Merger" in the Offer to
Purchase is incorporated herein by reference.
1007(c) -- Expenses. The information set forth in "The Tender Offer -- Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
1008(a) -- Securities Ownership. The information set forth in "Special Factors
-- Interests of Certain Persons in Our Offer and the Merger" of the Offer to
Purchase, "Principal and Selling Stockholders" of the Registration Statement and
Item 4 of the Schedule 14D-9 is incorporated herein by reference.
7
<PAGE>
1008(b) -- Securities Transactions. There have been no transactions in
securities of the subject company during the past 60 days.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
1012(d) -- Intent to Tender or Vote in a Going-Private Transaction. The
intentions of Convergent's executive officers and Convergent's affiliate to
tender and/or vote their respective shares in the offer are described in the
Offer to Purchase. Based upon reasonable inquiry, each of the filing persons
believes that each of the three directors of Convergent who are not filing
persons intends to tender in the offer those shares owned by such director.* The
information set forth in "Summary of Our Offer," "Introduction," "Special
Factors --Interests of Certain Persons in Our Offer and the Merger" and "The
Tender Offer -- Merger Agreement; Subscription and Contribution Agreement;
Tender and Voting Agreement; Voting Agreement; Exclusivity Agreement;
Nondisclosure Agreement; Employment Agreements" in the Offer to Purchase, and in
Item 4 of the Schedule 14D-9, is incorporated herein by reference.
1012(e) -- Recommendations of Others. The board of directors of Convergent
unanimously approved the merger agreement, the offer, the merger and the other
transactions contemplated by the merger agreement and recommended that
Convergent's stockholders tender their shares pursuant to the offer and adopt
the merger agreement. The information set forth in "Summary of Our Offer,"
"Introduction," "Special Factors -- Background of Our Offer; Contacts with
Convergent, Negotiations and Agreements," "Special Factors -- Reasons and
Recommendations of the Special Committee and the Board of Directors of
Convergent; Fairness of the Transaction" and "Special Factors -- The Position of
Convergent, Us, Our Parent, STC and the Senior Management as to the Fairness of
Our Offer and the Merger to the Public Stockholders" is incorporated herein by
reference.
ITEM 13. FINANCIAL INFORMATION.
1010 -- (a)(1) -- The audited financial statements of Convergent for the years
ended December 31, 1998 and 1999 set forth on pages F-1 through F-22
of the Registration Statement are incorporated herein by reference.
(a)(2) -- The unaudited balance sheet of Convergent, comparative
year-to-date income statements and the related earnings per share
data, statement of cash flows, and comprehensive income of the company
for the quarterly period ended June 30, 2000 set forth at Item 1,
pages 1 through 11 on Form 10-Q filed with the SEC on September 14,
2000, are incorporated herein by reference.
(a)(3) -- The ratio of earnings to fixed charges for the years ended
December 31, 1998 and 1999 and the periods ended June 30, 1999 and
2000 were 33.07, (20.34), 112.89 and 0.35, respectively.
-------------------
* THE OFFER TO PURCHASE ADDRESSES THE INTENT OF THE EXECUTIVE OFFICERS AND
INSIGHT TO TENDER AND/OR VOTE THEIR SHARES IN THE OFFER, BUT IT DOES NOT ADDRESS
THE INTENTIONS OF THE THREE NON-EMPLOYEE DIRECTORS.
8
<PAGE>
(a)(4) -- The book value per share as of the most recent interim
balance sheet filed on Form 10-Q with the SEC on September 14, 2000,
was $0.092, based on shares outstanding. The audited financial
statements and reports filed under the Exchange Act can be inspected
at the SEC's public reference room in Washington, D.C., and at the
SEC's regional offices in Chicago, Illinois and New York, New York.
You can call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The Registration Statement
can also be reviewed by accessing the SEC's Internet site at
http://www.sec.gov.
1010(b) -- Pro Forma Information. Not Applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
1009(a) and (b) -- Solicitations or Recommendations; Employees and Corporate
Assets. The information set forth in "Special Factors -- Background of Our
Offer; Contacts with Convergent, Negotiations and Agreement," "Special Factors
-- Reasons and Recommendations of the Special Committee and the Board of
Directors of Convergent; Fairness of the Transaction" and "The Tender Offer --
Fees and Expenses" in the Offer to Purchase is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
1011(b) -- Other Material Information. None.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1016 (a)(1) Offer to Purchase dated October 27, 2000 (incorporated by
reference to the Schedule TO).
(a)(2) Form of Letter of Transmittal (incorporated by reference to the
Schedule TO).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
to the Schedule TO).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to the
Schedule TO).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to the Schedule TO).
(a)(6) Text of press release issued by Schlumberger Limited, dated
October 16, 2000 (incorporated by reference to Schedule 14D-9
filed by Convergent with the SEC on October 16, 2000).
(a)(7) Text of press release issued by Convergent dated October 16, 2000
(incorporated by reference to Schedule 14D-9 filed by Convergent
with the SEC on October 16, 2000).
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Substitute Form W-9 (incorporated by reference to the Schedule
TO).
(a)(9) Form of Summary Advertisement, dated October 27, 2000
(incorporated by reference to the Schedule TO).
(b)(1) Credit Agreement, dated as of August 31, 1998, by and among
Schlumberger Technology Corporation, Banque Nationale De Paris,
The Chase Manhattan Bank and Citibank, N.A. as Agents, and Banque
Nationale De Paris, Chase Securities Inc. and Citicorp
Securities, Inc. as Lead Arrangers, and ABN Amro Bank N.V. as
Arranger.
(c)(1) Fairness Opinion of Morgan Stanley & Co. Incorporated
(incorporated by reference to Annex A to the Offer to Purchase).
(c)(2) Presentation of Morgan Stanley & Co. Incorporated to the Special
Committee of the Board of Directors of Convergent dated October
13, 2000 (incorporated by reference to the Schedule TO).
(d)(1) Agreement and Plan of Merger, dated as of October 13, 2000, among
Convergent, Parent, Purchaser and STC (incorporated by reference
to the Schedule TO).
(d)(2) Nondisclosure Agreement, dated July 6, 2000, between Convergent
and Schlumberger, Industries S.A., as amended on August 4, 2000
(incorporated by reference to the Schedule TO).
(d)(3) Exclusivity Agreement, dated September 20, 2000, between
Convergent and Schlumberger Limited (incorporated by reference to
the Schedule TO).
(d)(4) Exclusivity Agreement, dated September 29, 2000, between
Convergent and Schlumberger Limited (incorporated by reference to
the Schedule TO).
(d)(5) Voting Agreement, dated as of October 13, 2000, among Parent,
Purchaser, STC and the Contributing Stockholders set forth on the
signature pages thereto (incorporated by reference to the
Schedule 13-D filed by Parent and others with the SEC on October
23, 2000).
(d)(6) Tender and Voting Agreement, dated as of October 13, 2000, among
Parent, Purchaser, STC and the Major Stockholders set forth on
the signature pages thereto (incorporated by reference to the
Schedule 13-D filed by Parent and others with the SEC on October
23, 2000).
(d)(7) Subscription and Contribution Agreement, dated as October 13,
2000, among Parent, STC, Cinergy and the Management Investors set
forth on the signature pages thereto (incorporated by reference
to the Schedule 13-D filed by Parent and others with the SEC on
October 23, 2000).
(d)(8) Employment Agreement, dated as of October 13, 2000, between
Convergent and Glenn E. Montgomery, Jr. (incorporated by
reference to the Schedule TO).
(d)(9) Employment Agreement, dated as of October 13, 2000, between
Convergent and Larry J. Engelken (incorporated by reference to
the Schedule TO).
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
(d)(10) Employment Agreement, dated as of October 13, 2000, between
Convergent and Scott M. Schley (incorporated by reference to the
Schedule TO).
(d)(11) Employment Agreement, dated as of October 13, 2000, between
Convergent and Bryan R. Mileger (incorporated by reference to the
Schedule TO).
(d)(12) Employment Agreement, dated as of October 13, 2000, between
Convergent and Andrea S. Maizes (incorporated by reference to the
Schedule TO).
(d)(13) Employment Agreement, dated as of October 13, 2000, between
Convergent and David J. Rubinstein (incorporated by reference to
the Schedule TO).
(d)(14) Power of Attorney of the filing persons (incorporated by
reference to the Schedule TO).
(d)(15) Recapitalization Agreement, dated as of August 13, 1999, among
Convergent, certain of its shareholders, Scott M. Schley, the
Investors listed on Schedule I thereto and Insight Capital
Partners III, L.P., incorporated by reference to Exhibit 10.13 to
the Registration Statement.
(d)(16) Restricted Stock Agreement, dated as of October 19, 1999, between
Convergent and John W. Blend III, incorporated by reference to
Exhibit 10.14 to the Registration Statement.
(d)(17) Restricted Stock Agreement, dated as of October 19, 1999, between
Convergent and Robert Sharpe, incorporated by reference to
Exhibit 10.15 to the Registration Statement.
(d)(18) Stock Pledge Agreement dated as of August 13, 1999, between
Convergent and Glenn E. Montgomery, Jr., incorporated by
reference to Exhibit 10.16 to the Registration Statement.
(d)(19) Form of Stockholders Agreement among Parent, STC, Cinergy and the
management investors listed on the signatures pages thereto
(incorporated by reference to the Schedule TO).
(f) Section 262 of the Delaware General Corporation Law (incorporated
by reference to the Offer to Purchase).
(g) None.
</TABLE>
* Each of the exhibits listed above (other than exhibits (a)(6) and
(a)(7), each of which was previously filed with the SEC on October 16,
2000, exhibits (d)(5) through (d)(7), each of which was previously
filed with the SEC on October 23, 2000 and exhibits (d)(15) through
(d)(18), each of which was previously filed with the SEC on July 31,
2000) were previously filed with the Schedule TO on October 27, 2000.
11
<PAGE>
SIGNATURE
After due inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this amendment to
the Statement is true, complete and correct.
Dated: November 6, 2000
CONVERGENT GROUP CORPORATION
By: /s/ Glenn E. Montgomery, Jr.
-------------------------------
Name: Glenn E. Montgomery, Jr.
Title: Chairman and Chief Executive Officer
/s/ Glenn E. Montgomery, Jr. /s/ Bryan R. Mileger
----------------------------- -----------------------------
Glenn E. Montgomery, Jr. Bryan R. Mileger
/s/ Larry J. Engelken /s/ David J. Rubinstein
----------------------------- -----------------------------
Larry J. Engelken David J. Rubinstein
/s/ Scott M. Schley /s/ Andrea S. Maizes
----------------------------- -----------------------------
Scott M. Schley Andrea S. Maizes
