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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Group 1 Software, Inc.
(Name of Issuer)
Group 1 Software $.01 Common Stock
(Title of Class of Securities)
399433 10 1
(CUSIP Number)
COMNET Corporation
4200 Parliament Place, Suite 600
Lanham, MD 20706-1844
(301) 918-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 10, 1997
(Date of Event which Requires Filing of this Statement)
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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
notes).
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CUSIP No. 399433 10 1
<TABLE>
<S> <C> <C>
1) Names of the Reporting Persons, I.R.S. Identification Nos. of Above Persons
COMNET Corporation 52-0852578
2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) N/A
(b) N/A
3) SEC Use Only
4) Source of Funds (See Instructions)
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
COMNET Corporation, a Delaware corporation
4200 Parliament Place, Suite 600
Lanham, MD 20706-1844
(7) Sole Voting Power 3,484,588
Number of
Shares Bene- (8) Shared Voting Power ---
ficially
Owned by (9) Sole Disposition Power 3,484,588
Each Reporting
Person (10) Shared Dispositive Power ---
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,484,588
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
N/A
13) Percent of Class Represented by Amount in Row (11)
81.2%
14) Type of Reporting Person (See Instructions)
CO
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Item 4 Purpose of Transaction
Item 4 is hereby amended by the information set out in the Press
Release, dated December 10, 1997, and attached hereto and incorporated herein.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date
Signature
Name/Title: Mark D. Funston, Chief Financial Officer
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FOR IMMEDIATE RELEASE COMPANY CONTACT:
DECEMBER 10, 1997 (301) 918-0400
COMNET Corporation (Nasdaq NMS-CNET) and Group 1 Software, Inc.
(Nasdaq NMS-GSOF) jointly announced today that they have entered into
negotiations to merge the two companies. COMNET currently owns 81.2% of the
outstanding stock of Group 1 and has no other business activities. It is
anticipated that COMNET common stock would be issued to Group 1's minority
shareholders in exchange for their Group 1 common stock. The surviving company
would then be renamed Group 1 Software, Inc. No change in the business
directions or operating management of Group 1 are expected as a result of the
merger.
The objectives of the merger would be to:
- increase the public float of stock available for the combined
company;
- reduce costs and other inefficiencies as well as the market
confusion related to COMNET's holding company status.
COMNET and Group 1 have appointed Special Committees of their
respective Boards of Directors to consider the terms of such a merger. The
Special Committees have each retained independent counsel and have begun initial
due diligence. When final agreement is reached, the transaction will be
submitted by each company for approval of their respective stockholders at
stockholder meetings which are expected to be held in the first calendar quarter
of 1998.
Group 1 Software is a leading provider of software to the direct
marketing industry, to other mailers and to a wide variety of organizations for
specialized marketing applications. Group 1 offers a broad range of software
solutions for customer information management, database marketing, electronic
document composition and mailing efficiency which operate on a number of
different computer platforms, from mainframe through PC's. Group 1 Software has
offices throughout the United States and in Canada, The United Kingdom, and
Scandinavia.
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Group 1 and Group 1 Software are registered trademarks of
Group 1 Software, Inc.
