<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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
GLENN E. MONTGOMERY, JR.
LARRY J. ENGELKEN
SCOTT M. SCHLEY
BRYAN R. MILEGER
DAVID J. RUBINSTEIN
ANDREA S. MAIZES
CONVERGENT GROUP CORPORATION
(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)
--------------------------
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)
--------------------------
COPIES TO:
<TABLE>
<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
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
--------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
<S> <C>
$379,416,392(1) $75,884(2)(3)
</TABLE>
(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: / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary of Our Offer" in the Offer to
Purchase, dated October 27, 2000 (the "Offer to Purchase") of Convergent
Acquisition Sub, Inc., a Delaware corporation (the "Purchaser"), a wholly owned
subsidiary of Convergent Holding Corporation, a Delaware corporation (the
"Parent"), which is a wholly owned subsidiary of Schlumberger Technology
Corporation, a Texas corporation ("STC"), a copy of which is attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Convergent Group Corporation, a
Delaware corporation ("Convergent"). Convergent's principal executive office is
located at 6399 South Fiddlers Green Circle, Suite 600, Greenwood Village,
Colorado 80111, and its telephone number is (303) 741-8400. The information set
forth under "The Tender Offer--Information Concerning Convergent" in the Offer
to Purchase is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to Purchaser's offer
to purchase all of the outstanding shares of Common Stock, par value $0.001 per
share, of Convergent, for $8.00 per share, net to seller in cash, less any
required withholding taxes and without interest, upon the terms and subject to
the conditions of the Offer to Purchase and the related Letter of Transmittal
("Letter of Transmittal"), copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively. The information set forth in "Summary
of Our Offer," "Introduction," and "The Tender Offer--Price Range of
Convergent's Common Stock" in the Offer to Purchase is incorporated herein by
reference.
(c) 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.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The names of the filing persons are Schlumberger Technology Corporation,
Convergent Holding Corporation and Convergent Acquisition Sub, Inc. The
information set forth in "Introduction," "The Tender Offer--Information
Concerning Us, Our Parent and STC" in the Offer to Purchase is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
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.
ii
<PAGE>
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in "Special Factors--Background of Our Offer,
Contacts with Convergent; Negotiations and Agreements," "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.
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," 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.
ITEM 7. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in "The Tender Offer--Information Concerning Us,
Our Parent and STC" in the Offer to Purchase is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in "The Tender Offer--Fees and Expenses" in the
Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in "Summary of Our Offer," "Introduction,"
"Special Factors--Background of Our Offer; Contacts with Convergent,
Negotiations and Agreements," "Special Factors--Purposes, Alternatives, Effects
and Plans," "Special Factors--Interests of Certain Persons in Our Offer and the
Merger," "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--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," and "The Tender Offer--Miscellaneous" in the Offer to Purchase is
incorporated herein by reference.
ITEM 12. EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Offer to Purchase dated October 27, 2000.
(a)(2) Form of Letter of Transmittal.
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Schlumberger Limited, dated
October 16, 2000 (incorporated by reference to the Schedule
TO-C filed by Schlumberger Limited with the Securities and
Exchange Commission on October 17, 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 Securities and Exchange Commission on
October 16, 2000).
(a)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(9) Form of Summary Advertisement, dated October 27, 2000.
(b) Not applicable.
(c)(1) Fairness Opinion of Morgan Stanley & Co. Incorporated
("Morgan Stanley") (filed as Annex A to the Offer to
Purchase).
(c)(2) Presentation of Morgan Stanley, to the Special Committee of
the Board of Directors of Convergent dated October 13, 2000.
(d)(1) Agreement and Plan of Merger, dated as of October 13, 2000,
among Convergent, Parent, Purchaser and STC.
(d)(2) Nondisclosure Agreement, dated July 6, 2000, between
Convergent and Schlumberger, Industries S.A., as amended on
August 4, 2000.
(d)(3) Exclusivity Agreement, dated September 20, 2000, between
Convergent and Schlumberger Limited.
(d)(4) Exclusivity Agreement, dated September 29, 2000, between
Convergent and Schlumberger Limited.
(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 Securities and Exchange Commission 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 Securities and Exchange Commission 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 Securities and Exchange
Commission on October 23, 2000).
(d)(8) Employment Agreement, dated as of October 13, 2000, between
Convergent and Glenn E. Montgomery, Jr.
(d)(9) Employment Agreement, dated as of October 13, 2000, between
Convergent and Larry J. Engelken.
(d)(10) Employment Agreement, dated as of October 13, 2000, between
Convergent and Scott M. Schley.
(d)(11) Employment Agreement, dated as of October 13, 2000, between
Convergent and Bryan R. Mileger.
</TABLE>
iv
<PAGE>
<TABLE>
<S> <C>
(d)(12) Employment Agreement, dated as of October 13, 2000, between
Convergent and Andrea S. Maizes.
(d)(13) Employment Agreement, dated as of October 13, 2000, between
Convergent and David J. Rubinstein.
(d)(14) Power of Attorney of the filing persons.
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(d)(17) Restricted Stock Agreement, dated as of October 19, 1999,
between Convergent and Robert Sharpe, incorporated by
reference to Exhibit 10.15 to Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(d)(19) Form of Stockholders Agreement among Parent, STC, Cinergy
and the management investors listed on the signatures pages
thereto.
(d)(20) Form of Investor Rights Agreement by and between Parent, STC
and Cinergy.
(f) Section 262 of the Delaware General Corporation Law.
(g) Not applicable.
(h) None requested or provided.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
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.
v
<PAGE>
The following chart sets forth all purchases by the management investors
of the common stock of Convergent during the past two years:
<TABLE>
<CAPTION>
FILING PERSON DATE OF PURCHASE NUMBER OF SHARES
------------- ---------------- ----------------
<S> <C> <C>
Engelken.............................. 8/13/99 1,460,817*
Engelken.............................. 8/13/99 1,446,458*
Engelken.............................. 9/22/99 113,313*
Engelken.............................. 7/31/00 10,000
Montgomery............................ 8/13/99 1,460,817*
Montgomery............................ 8/13/99 1,446,458*
Montgomery............................ 9/22/99 113,313*
Montgomery............................ 1/13/00 755,420
Schley................................ 8/13/99 809,656*
Schley................................ 9/22/99 37,771*
Rubenstein............................ 10/11/99 94,428
Maizes................................ 3/10/00 50,000
Maizes................................ 3/10/00 500
Mileger............................... 2/1/00 188,855
</TABLE>
* These shares were acquired pursuant to stock grants.
With the exception of purchases in the year 2000, 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)-(c)--Name and Address; Business Background of Entities; Business
and Background of Natural Persons. 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(c)--Different Terms. None.
1004(d)--Appraisal Rights. The information set forth in "Summary of Our
Offer" and "The Tender Offer--Rights of Dissenting Stockholders" 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(c)--Negotiations or Contacts. The filing persons are not aware of
any matters to be disclosed in this Item 5(c), other than that set forth in
"Special Factors--Interests of Certain Persons in Our Offer and the Merger"
in the Offer to Purchase, which 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
vi
<PAGE>
Investors' Representative (as such term is defined therein); the Restricted
Stock Agreement, dated as of October 19, 1999, between Convergent and
John W. Blend III; the Restricted Stock Agreement, dated as of October 19,
1999, between Convergent and Robert Sharpe; and the Stock Pledge Agreement,
dated as of August 13, 1999, between Convergent and Glenn E. Montgomery,
Jr., attached as Exhibits 10.13, 10.14, 10.15 and 10.16, respectively, to
Form S-1 filed by Convergent with the SEC on July 31, 2000 (Registration
No. 333-30586) 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," "Tender Offer--Merger Agreement; Subscription and
Contribution Agreement; Tender and Voting Agreement; Voting Agreement;
Exclusivity Agreement; Nondisclosure Agreement; Employment Agreements" and
"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)(8)--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 Securities Exchange Act of 1934, as
amended. The information set forth in "Special Factors--Purposes,
Alternatives, Effects and Plans" in the Offer to Purchase is incorporated
herein by reference.
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.
(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--Fairness of the Going-Private Transaction.
(a) and (b)--Fairness; Factors Considered in Determining Fairness. 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 and the Senior
Management as to the Fairness of Our Offer and the Merger" in the Offer to
Purchase is incorporated herein by reference.
(c)--Approval of Security Holders. The information set forth in
"Introduction" and "Special Factors--Purposes, Alternatives, Effects and
Plans" in the Offer to Purchase is incorporated herein by reference.
vii
<PAGE>
(d)--Unaffiliated Representative. No unaffiliated representative has
been retained to act solely on behalf of the unaffiliated security holders.
(e)--Approval of Directors. 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.
(f)--Other Offers. None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
1015(a)--Report, Opinion or Appraisal. The information set forth in
"Special Factors--Reports, Opinions, Appraisals and Negotiations" in the
Offer to Purchase is incorporated herein by reference. See the Fairness
Opinion of and Presentation to the Special Committee of the Board of
Directors of Convergent by Morgan Stanley & Co. Incorporated attached to the
Offer to Purchase as Annex A and Exhibit (c)(1) and Exhibit (c)(2),
respectively, which are incorporated herein by reference.
(b)--Preparer and Summary of the Report, Opinion or Appraisal. See the
Fairness Opinion of and Presentation to the Special Committee of the Board
of Directors of Convergent by Morgan Stanley & Co. Incorporated attached to
the Offer to Purchase as Annex A and Exhibit (c)(1) and Exhibit (c)(2),
respectively, which are incorporated herein by reference. 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 and the Senior
Management as to the Fairness of Our Offer and the Merger" and "Special
Factors--Reports, Opinions, Appraisals and Negotiations" in the Offer to
Purchase is incorporated herein by reference.
(c)--Availability of Documents. The Fairness Opinion of and Presentation
to the Special Committee of the Board of Directors by Morgan Stanley & Co.
Incorporated are attached to the Offer to Purchase as Annex A and
Exhibit (c)(1) and Exhibit (c)(2), respectively, and are incorporated herein
by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(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
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 is
incorporated herein by reference.
(e)--Recommendations of Others. 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," "Special
viii
<PAGE>
Factors--The Position of Convergent and the Senior Management as to the
Fairness of Our Offer and the Merger" and "The Tender Offer--Fees and
Expenses" in the Offer to Purchase and is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
1010--Financial Information.
(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 on Form S-1 filed pursuant to Rule 424(b) with the
SEC on July 31, 2000 (Registration No. 333-30586) 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.
(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.
(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 "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. Not applicable.
ix
<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 statement is
true, complete and correct.
Dated: October 27, 2000
<TABLE>
<S> <C>
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 GLENN E. MONTGOMERY, JR.
/s/ GLENN E. MONTGOMERY, JR.
By: /s/ JEAN CHEVALLIER --------------------------------------------
Name: Jean Chevallier
Title: Attorney-In-Fact
SCOTT M. SCHLEY ANDREA S. MAIZES
/s/ SCOTT M. SCHLEY /s/ ANDREA S. MAIZES
-------------------------------------------- --------------------------------------------
BRYAN R. MILEGER DAVID J. RUBINSTEIN
/s/ BRYAN R. MILEGER /s/ DAVID J. RUBINSTEIN
-------------------------------------------- --------------------------------------------
LARRY J. ENGELKEN CONVERGENT GROUP CORPORATION
/s/ LARRY J. ENGELKEN
-------------------------------------------- By: /s/ GLENN E. MONTGOMERY, JR.
Name: Glenn E. Montgomery, Jr.
Title: Chief Executive Officer
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EXHIBIT INDEX
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(a)(1) Offer to Purchase dated October 27, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Schlumberger Limited, dated
October 16, 2000 (incorporated by reference to the Schedule
TO-C filed by Schlumberger Limited with the Securities and
Exchange Commission on October 17, 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 Securities and Exchange Commission on
October 16, 2000).
(a)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(9) Form of Summary Advertisement dated October 27, 2000.
(c)(1) Fairness Opinion of Morgan Stanley & Co. Incorporated
("Morgan Stanley") (filed as Annex A to the Offer to
Purchase).
(c)(2) Presentation of Morgan Stanley to the special committee of
the Board of Directors of Convergent, dated October 13,
2000.
(d)(1) Agreement and Plan of Merger, dated as of October 13, 2000,
among Convergent, Parent, Purchaser and STC.
(d)(2) Nondisclosure Agreement, dated July 6, 2000, between
Convergent and Schlumberger, Industries S.A., as amended on
August 4, 2000.
(d)(3) Exclusivity Agreement, dated September 20, 2000 between
Convergent and Schlumberger Limited.
(d)(4) Exclusivity Agreement, dated September 29, 2000 between
Convergent and Schlumberger Limited.
(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 Securities and Exchange Commission 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 Securities and Exchange Commission 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 Securities and Exchange
Commission on October 23, 2000).
(d)(8) Employment Agreement, dated as of October 13, 2000, between
Convergent and Glenn E. Montgomery, Jr.
(d)(9) Employment Agreement, dated as of October 13, 2000, between
Convergent and Larry J. Engelken.
(d)(10) Employment Agreement, dated as of October 13, 2000, between
Convergent and Scott M. Schley.
(d)(11) Employment Agreement, dated as of October 13, 2000, between
Convergent and Bryan R. Mileger.
(d)(12) Employment Agreement, dated as of October 13, 2000, between
Convergent and Andrea S. Maizes.
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(d)(13) Employment Agreement, dated as of October 13, 2000, between
Convergent and David J. Rubinstein.
(d)(14) Power of Attorney of the filing persons.
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(d)(17) Restricted Stock Agreement, dated as of October 19, 1999,
between Convergent and Robert Sharpe, incorporated by
reference to Exhibit 10.15 to Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(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 Form S-1 by Convergent filed
pursuant to Rule 424(b) with the SEC on July 31, 2000
(Registration No. 333-30586).
(d)(19) Form of Stockholders Agreement among Parent, STC, Cinergy
and the management investors listed on the signatures pages
thereto.
(d)(20) Form of Investor Rights Agreement by and between Parent, STC
and Cinergy.
(f) Section 262 of the Delaware General Corporation Law.
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