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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
CONVERGENT GROUP CORPORATION
(Name of Subject Company)
CONVERGENT ACQUISITION SUB, INC.
CONVERGENT HOLDING CORPORATION
SCHLUMBERGER TECHNOLOGY CORPORATION
SCHLUMBERGER LIMITED
(Name of Filing Person--Offeror)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
21247V 10
(CUSIP Number of Class of Securities)
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JEAN CHEVALLIER, PRESIDENT
CONVERGENT HOLDING CORPORATION
C/O SCHLUMBERGER LIMITED
277 PARK AVENUE NEW YORK, NEW YORK 10172
TELEPHONE: (212) 350-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPIES TO:
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<S> <C> <C>
RICHARD R. PLUMRIDGE, ESQ. ILAN S. NISSAN, ESQ. KEVIN S. CRANDALL, ESQ.
LEXI METHVIN, ESQ. DOMINICK P. DECHIARA, ESQ. HOLLAND & HART LLP
BROBECK, PHLEGER & HARRISON LLP O'SULLIVAN GRAEV & KARABELL, LLP 555 SEVENTEENTH STREET
370 INTERLOCKEN BOULEVARD, SUITE 500 30 ROCKEFELLER PLAZA SUITE 3200
BROOMFIELD, COLORADO 80021 NEW YORK, NEW YORK 10112 DENVER, COLORADO 80202
(303) 410-2000 (212) 408-2400 (303) 295-8052
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$379,416,392(1) $75,884(2)(3)
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(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, 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.
(3) Wired to the SEC's lockbox account on October 26, 2000.
/ / Check box if any part of the fee is offset as provided by Rule 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: None Filing Parties: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on October 27,
2000, as amended, by Convergent Acquisition Sub, Inc., a Delaware corporation
("Purchaser"), Convergent Holding Corporation, a Delaware corporation
("Parent"), Schlumberger Technology Corporation, a Texas corporation ("STC") and
Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"). The
Schedule TO relates to the offer by Purchaser to purchase all outstanding shares
of common stock of Convergent Group Corporation, a Delaware corporation
("Convergent"), at a purchase price of $8.00 per share, net to seller, less any
required withholding taxes and without interest, upon the terms and subject to
the conditions of 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 Exhibit (a)(1) and Exhibit (a)(2) respectively. The information in the Offer
to Purchase, including all schedules and annexes thereto, is hereby incorporated
herein by reference in response to all the items on this Schedule TO, except as
otherwise set forth below. Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Offer to Purchase or in the
Schedule TO. All amendments and supplements listed below amend and supplement
the Offer to Purchase and the Schedule TO.
ITEMS 1-11
Items 1-11 of the Schedule TO are hereby amended and supplemented to include
the following information:
On December 1, 2000, Schlumberger and Convergent issued a press release
announcing that Purchaser had accepted for purchase and payment an additional
3,003,984 shares, which were validly tendered during the subsequent offering
period which expired at 12:00 Midnight, New York City time on Thursday, November
30, 2000. When combined with the shares previously accepted and with the shares
otherwise beneficially owned by Purchaser, Purchaser beneficially owns
approximately 97% of the issued and outstanding shares of common stock of
Convergent.
Schlumberger also announced the subsequent consummation of the merger of
Purchaser with and into Convergent, pursuant to the Agreement and Plan of
Merger, dated as of October 13, 2000, by and among Convergent, Parent, Purchaser
and STC. At the effective time of the Merger, each issued and outstanding share
of stock of Convergent was converted into the right to receive the same
consideration per share as was paid to stockholders who tendered shares in the
offer or, if the holder of such share exercises appraisal rights, the
consideration determined in accordance with Section 262 of the General
Corporation Law of the State of Delaware. A copy of the joint press release is
filed as exhibit (a)(12) hereto and is hereby incorporated by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following exhibit:
(a)(12) Joint Press Release issued by Schlumberger Limited and Convergent
Group Corporation on December 1, 2000.
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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: December 4, 2000
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CONVERGENT ACQUISITION SUB, INC. CONVERGENT HOLDING CORPORATION
By: /s/ JEAN CHEVALLIER By: /s/ JEAN CHEVALLIER
Name: Jean Chevallier Name: Jean Chevallier
Title: President Title: President
SCHLUMBERGER TECHNOLOGY CORPORATION SCHLUMBERGER LIMITED
By: /s/ JEAN CHEVALLIER By: /s/ JAMES L. GUNDERSON
Name: Jean Chevallier Name: James L. Gunderson
Title: Attorney-In-Fact Title: Secretary and General Counsel
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