SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Computer Task Group, Incorporated
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
205477 10 2
(CUSIP Number)
Peter P. Radetich, Esq.
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
Tel. 716-882-8000
Fax. 716-887-7370
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 21, 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 ____. (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 five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.* 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 disclosures 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 205477102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
Computer Task Group, Incorporated Stock Employee
Compensation Trust
Thomas R. Beecher, Trustee
I.R.S. Id No. 16-1453664
2. Check the Appropriate Box if a Member of a Group
(a) ___ (b) ___
3. SEC Use Only:
4. Source of Funds: SC
5. Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) ___.
6. Citizenship or Place of Organization: New York
7. Sole Voting Power: 3,939,846
8. Shared Voting Power: -0-
9. Sole Dispositive Power: -0-
10. Shared Dispositive Power: 3,939,846
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,939,846
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares ___
13. Percent of Class Represented by Amount in Row
(11): 18.99%
14. Type of Reporting Person: EP, 00
<PAGE>
SCHEDULE 13D
Pursuant to Rule 13d-2(c) this is the first electronic
amendment to a paper format Schedule 13D and, therefore, restates
the entire text of the Schedule 13D.
Item 1. Security and Issuer.
The class of equity securities to which this statement
relates is the Common Stock, $.01 par value (the "Common Stock")
of Computer Task Group, Incorporated, a New York corporation (the
"Issuer"). The principal executive offices of the Issuer are
located at 800 Delaware Avenue, Buffalo, New York 14209.
Item 2. Identity and Background.
This statement is being filed by the Computer Task
Group, Incorporated Stock Employee Compensation Trust (the
"Trust"), whose trustee is Thomas R. Beecher, Jr. (the
"Trustee"). The business address of the Trust is c/o Thomas R.
Beecher, Jr., 200 Theater Place, Buffalo, New York 14202. The
address of the Trustee is 200 Theater Place, Buffalo, New York
14202. The Trust is a trust organized under the laws of the
State of New York. The Trustee, who is a U.S. citizen, has been
a self-employed attorney and business consultant in Buffalo, New
York since 1976.
During the last five years, neither the Trust nor the
Trustee has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Effective May 3, 1994, (a) the Issuer and the Trustee,
as trustee of the Trust, entered into a trust agreement creating
the Trust (the "Trust Agreement"); (b) the Trust borrowed
$13,400,000 from the Issuer pursuant to the terms of a Promissory
Note (the "Original Note"); (c) the Trust purchased an aggregate
of 1,570,200 shares of the Issuer's Common Stock (the "Original
Shares") for $13,346,700 ($8.50 per Original Share) in privately
negotiated transactions from two unrelated third parties; and (d)
the Trust pledged the Original Shares to the Issuer as collateral
for the Original Note. The Original Note bears interest at a
rate equal to the "prime" rate of interest charged from time to
time by Manufacturers and Traders Trust Company and is payable in
quarterly installments through April 1, 2004.
Effective December 7, 1994, (a) the Trust borrowed
$1,481,200 from the Issuer pursuant to the terms of a promissory
note (the "Second Note"); (b) the Trust purchased an aggregate of
200,000 shares of the Issuer's Common Stock (the "Second Shares")
for $1,481,200 ($7.406 per Second Share) from International
Business Machines Corporation in a privately negotiated
transaction; and (c) the Trust pledged the Second Shares to the
Issuer as collateral for the Second Note. The Second Note bears
interest at a rate equal to the "prime" rate of interest charged
from time to time by Manufacturers and Traders Trust Company and
is payable in quarterly installments through October 1, 2004.
Effective March 21, 1997, (a) the Trust borrowed
$7,113,521.00 from the Issuer pursuant to the terms of a
promissory note (the "Third Note") (the Original Note, Second
Note and Third Note being collectively, the "Notes"); (b) the
Trust used the borrowed funds to acquire shares of the Issuer in
the transactions described below (the "Third Shares") (the
Original Shares, the Second Shares and the Third Shares being,
collectively, the "Shares"); and (c) the Trust pledged the Third
Shares to the Issuer as collateral for the Third Note. The Third
Note bears interest at a rate equal to the "prime" rate of
interest charged from time to time by Manufacturers and Traders
Trust Company and is payable in quarterly installments through
July 1, 2007. The Trust engaged in the following transactions
since it filed Amendment No. 1:
04/28/95 60,418 shares purchased from former officer of
Issuer in privately negotiated transaction
01/13/97 6,533 shares distributed between CTG Employee
Stock Purchase Plan and Employee Stock Option Plan
02/10/97 3,203 shares distributed between CTG Employee
Stock Option Plan and Deferred Compensation Plan
03/21/97 31,900 shares - open market purchase
03/24/97 18,100 shares - open market purchase
03/25/97 25,000 shares - open market purchase
03/25/97 25,000 shares - open market purchase
03/26/97 20,000 shares - open market purchase
03/27/97 6,800 shares - open market purchase
03/28/97 4,753 shares distributed to CTG Employee Stock
Purchase Plan
03/31/97 8,900 shares - open market purchase
04/01/97 4,300 shares - open market purchase
04/03/97 1,200 shares - open market purchase
04/04/97 1,400 shares - open market purchase
05/09/97 50,000 shares acquired from treasury
05/19/97 Record Date for 2-for-1 stock split effective 06/02/97
05/29/97 19,475 shares distributed to CTG Employee Stock
Option Plan
06/02/97 2,008,728 shares acquired due to 2-for-1 stock
split
06/03/97 5,838 shares distributed to CTG Employee Stock
Option Plan
06/04/97 25,313 shares distributed to cover due bill for
stock split
06/09/97 10,000 shares distributed to CTG Employee Stock
Option Plan
06/23/97 2,250 shares distributed to CTG Employee Stock
Option Plan
06/25/97 4,450 shares distributed to CTG Employee Stock
Option Plan
06/27/97 10,286 shares distributed to CTG Employee Stock
Purchase Plan
Item 4. Purpose of Transaction.
This Amendment No. 2 updates the status of the
aggregate shareholdings of the Trust. As of June 30, 1997, the
Trust owns a total of 3,939,846 shares (adjusted to reflect a 2-
for-1 stock split effective as of June 2, 1997) equaling
approximately 18.99% of the Issuer's total shares outstanding.
This represents an increase of 2,169,646 shares from the total
number of 1,770,200 shares owned as of the date of Amendment No.
1 and an increase in percentage owned to approximately 18.99%
from approximately 17.4% as of the date of Amendment No. 1. The
Trust engaged in the transactions described herein for the
purpose of supplying shares to various Issuer equity based
employee benefit plans.
The Issuer has advised the Trustee that the Trust was
created to foster employee ownership in the Issuer with an intent
to motivate employees and thus to enhance the Issuer's long-term
performance, thereby benefiting all stockholders of the Issuer.
The Issuer has further advise the Trustee that the Issuer is
aware that the creation of the Trust and the purchase of shares
of Common Stock by the Trust may have certain anti-takeover
effects.
The Trust Agreement provides that the Trustee, in his
sole discretion, shall vote or abstain from voting, all common
stock of the Issuer held by the Trust, and shall tender or
exchange, or refrain from tendering or exchanging common stock of
the Issuer held in the Trust in any tender offer or exchange
offer relating to shares of the Issuer's stock. The Trust
Agreement also provides that in exercising such rights, the
Trustee agrees to consider in connection with such decisions not
only the direct financial impact on the Trust fund, but also the
potential effects, direct or indirect, upon participants in the
Issuers employee benefit plans served by the Trust and the
Issuer's current and former employees. In connection with such
deliberations, the Trustee shall undertake, to the extent
possible, to obtain information as to how shares of the Issuer's
stock previously held in the Trust and currently held by such
plans will be voted, tendered or exchanged. Further, the Trustee
agrees to consult with the Board of Directors and the Operating
Committee of the Issuer to obtain their assessment of the effects
exercising such rights will have on the Issuer. The Trust
Agreement provides that the Trustee shall not be held to be in
breach of any fiduciary duty for any consideration given to the
preceding factors, or such other factors as the Trustee in his
reasonable judgment determine should be considered. The Trust
Agreement also provides that except as required by law or court
order, the Trustee shall maintain confidential all information
regarding the manner of voting or tendering of common stock held
by the Trust. The foregoing is merely a summary of certain
provision of the Trust Agreement and is qualified in its entirety
by reference to the Trust Agreement, a copy of which was
previously filed as Exhibit A to Amendment No. 1 of this Schedule
13D.
The Issuer has advised the Trustee of the following
potential anti-takeover effects of the Trust. Under the New York
Business Corporation Law, a merger generally requires the
affirmative vote of two-thirds of the outstanding shares of the
Issuer. The transfer of shares of Common Stock to the Trust may
thus make it more difficult for an acquiror to obtain an
affirmative merger vote without the support of the Trustee.
Section 912 of the New York Business Corporation Law provides
that, unless the approval of a "business combination" is received
from the Board of Directors of a "resident domestic corporation"
(an "RDC"), such as the Issuer, by a potential acquiror prior to
such acquiror gaining beneficial ownership of 20% of the
outstanding voting stock of the RDC, or unless the Board of
Directors has approved the stock acquisition that caused the
acquiror to pass the 20% threshold, the unapproved shareholder
will be prohibited for a minimum of five years from the date of
crossing the 20% threshold from engaging in a "business
combination" with the RDC unless certain "formula" price
provisions are met. The term "business combination" is broadly
defined to include not only mergers and consolidations but also
self-dealing transactions between the unapproved shareholder and
the RDC, such as certain sales or purchases of assets over
specified thresholds and obtaining the benefit (other than
proportionately as a shareholder) of any loans, advances or other
financial assistance provided by the RDC. At the end of the five
year period, the unapproved shareholder is permitted to effect a
"business combination" with the RDC only if such "business
combination" is approved by a majority of the shares of the RDC
not held by the unapproved shareholder.
Alternatively, the unapproved shareholder may effect a
"business combination" provided it meets the two thirds voting
approval requirement and pays all remaining shareholders of the
RDC a price equal to a "formula" price designed to assure that
all shareholders of the RDC receive at least the highest price
paid for the RDC's shares by the unapproved shareholder within
the previous five years.
The Trust holds approximately 18.99% of the Company's
outstanding shares of Common Stock. Thus, a potential acquiror
who has not received Board approval may find it more difficult to
obtain the requisite shareholder approval for a "business
combination" unless it is able to induce the Trustee to support
its proposal.
The Issuer's Certificate of Incorporation and by-laws
(the "Organizational Documents") provide, among other things,
that the Issuer shall maintain a classified Board of Directors.
The Organizational Documents also provide that shareholders may
adopt, alter, amend or repeal provisions of the Organizational
Documents only by 66 2/3% of the voting power of the outstanding
voting stock, voting together as a single class. Accordingly, a
potential acquiror would find it more difficult to obtain the
necessary shareholder approval in order to change provisions of
the Organizational Documents that might facilitate a change in
control of the Issuer unless it was able to induce the Trustee to
support its proposals.
The foregoing discussions of the New York Business
Corporation Law and of the Organizational Documents are merely
brief summaries of certain provisions that the Issuer believes
may be relevant to the anti-takeover effects of the Trust, do not
purport to provide complete or definitive statements of such law
or of the Organizational Documents, and are qualified in their
entirety by reference to such law and the Organizational
Documents for their actual terms.
Except as described above and in the Trust Agreement,
neither the Trust nor the Trustee have any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any material change in the present capitalization
or dividend policy of the Issuer;
(e) Any other material change in the Issuer's business
or corporate structure;
(f) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(h) A class of equity securities of the Issuer becoming
eligible for termination or registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(i) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
The Trust beneficially owns 3,939,846 Shares as to
which it may be deemed to have sole voting power and shared
dispositive power. The Shares constitute 18.99% of the
outstanding Common Stock. The Shares are held by the Trust and
will be released by the Trust to the Issuer's share benefit plans
served by the Trust (the "Plans") as the Trust repays the Note
and as the Compensation Committee of the Issuer's Board of
Directors directs the Trustee, all as provided in the Trust
Agreement. The Shares are pledged to the Issuer as collateral
security for the Notes pursuant to the terms of a Pledge
Agreement with the Issuer (the "Pledge Agreement"). The Issuer
has advised the Trustee that the Issuer's contributions to the
Plans will be decreased by the value of the shares allocated to
the Plans from the Trust.
For a discussion of the Trustee's powers with respect
to voting or tendering the Common Stock held by the Trust, see
Item 4, above. For a discussion of the transactions by which the
Trust acquired the Shares, see Item 3, above.
Amendment No. 1 to this Schedule 13D previously
reported that the number of shares of Common Stock beneficially
owned by the Trust did not include 500 shares held by a trust in
which the Trustee had a personal reversionary interest, and as to
which he did not have any voting power or investment power.
Subsequently, the 500 shares reverted back to the Trustee who
later made a gift of said 500 shares to a private charitable
foundation.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Issuer and the Trustee, as trustee for the Trust,
have entered into the Trust Agreement, and the Trustee, as
Trustee for the Trust, has issued the Notes and Pledge Agreement
to the Issuer. The Trust Agreement, the Pledge Agreement and the
Notes are described in Items 3 and 5 of this Schedule.
In addition, the Issuer and the Trustee have entered
into an Agreement of Representation and Indemnity, dated May 3,
1994 (the "Representation Agreement"), which generally provides
representations and covenants from the Issuer to the Trustee
relating to the organization and maintenance of the Trust,
indemnification by the Issuer of the Trustee for acting as
Trustee of the Trust, and for the payment by the Issuer of annual
fees to the Trustee for acting as Trustee. The foregoing is
merely a summary of the Representation Agreement and is qualified
in its entirety by reference to the terms of the Representation
Agreement that is attached hereto as Exhibit D and hereby
incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
(A) Trust Agreement, effective May 3, 1994, between
Computer Task Group, Incorporated and Thomas R.
Beecher, Jr., as trustee for the Computer Task Group,
Incorporated Stock Employee Compensation
Trust - Previously filed.
(B) Pledge Agreement, dated May 3, 1994, between Thomas R.
Beecher, Jr., as Trustee of the Computer Task Group,
Incorporated Stock Employee Compensation Trust and
Computer Task Group, Incorporated - Previously filed.
(C) Promissory Note, dated May 3, 1994, issued to Computer
Task Group, Incorporated by Thomas R. Beecher, Jr., as
Trustee for the Computer Task Group, Incorporated Stock
Employee Compensation Trust - Previously filed.
(D) Agreement of Representation and Indemnity, dated, May
3, 1994, between Computer Task Group, Incorporated and
Thomas R. Beecher, Jr., - Previously filed.
(E) Promissory Note, dated December 7, 1994, issued to
Computer Task Group, Incorporated by Thomas R. Beecher,
Jr., as Trustee for the Computer Task Group,
Incorporated Stock Employee Compensation Trust -
Previously filed.
(F) Promissory Note, dated March 21, 1997, issued to
Computer Task Group, Incorporated by Thomas R. Beecher,
Jr., as Trustee for the Computer Task Group,
Incorporated Stock Employee Compensation Trust.
Signature
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.
Dated: August 21, 1997 Thomas R. Beecher, Jr., as
Trustee of the Computer Task
Group, Incorporated Stock
Employee Compensation Trust.
/s/ Thomas R. Beecher, Jr.,
___________________________
Thomas R. Beecher, Jr., Trustee
<PAGE>
Index to Exhibits Page
Page
(A) Trust Agreement, effective May 3, 1994, between Computer
Task Group, Incorporated and Thomas R. Beecher, Jr., as
trustee for the Computer Task Group, Incorporated Stock
Employee Compensation Trust - Previously
filed. *
(B) Pledge Agreement, dated May 3, 1994, between Thomas R.
Beecher,Jr., as Trustee of the Computer Task Group,
Incorporated Stock Employee Compensation Trust and Computer
Task Group, Incorporated - Previously filed. *
(C) Promissory Note, dated May 3, 1994, issued to Computer Task
Group, Incorporated by Thomas R. Beecher, Jr., as Trustee
for the Computer Task Group, Incorporated Stock Employee
Compensation Trust - Previously filed. *
(D) Agreement of Representation and Indemnity, dated, May 3,
1994, between Computer Task Group, Incorporated and Thomas
R. Beecher, Jr., - Previously filed. *
(E) Promissory Note, dated December 7, 1994, issued to Computer
Task Group, Incorporated by Thomas R. Beecher, Jr., as
Trustee for the Computer Task Group, Incorporated Stock
Employee Compensation Trust - Previously filed. **
(F) Promissory Note, dated March 21, 1997, issued to Computer
Task Group, Incorporated by Thomas R. Beecher, Jr., as
Trustee for the Computer Task Group, Incorporated Stock
Employee Compensation Trust. 12
* Filed as an Exhibit to original Schedule 13D dated May 3,
1994
** Filed as an Exhibit to Amendment No. 1 Schedule 13D dated
December 7, 1994
EXHIBIT "F"
PROMISSORY NOTE
$7,113,521.00 March 21, 1997
Buffalo, New York
FOR VALUE RECEIVED, Thomas R. Beecher, Jr., as Trustee of
the Computer Task Group, Incorporated Stock Employee Compensation
Trust, with his principal business address at 200 Theatre Place,
Buffalo, NY 14202 ("Obligor"), promises to pay to the order of
Computer Task Group, Incorporated ("Obligee") the principal sum
of Seven Million One Hundred Thirteen Thousand Five Hundred
Twenty One and 00/100 Dollars ($7,113,521.00), in lawful money of
the United States, payable in forty (40) equal quarterly
installments of principal of $117,838.02 each, commencing on July
1, 1997 and continuing on the first day of each three-month
period thereafter until July 1, 2007 at which time the unpaid
principal balance of this Note and all sums hereunder shall be
paid in full.
The Obligor promises to pay interest on the balance of the
said principal sum from time to time remaining unpaid at a rate
that shall at all times during each year be equal to the prime
rate of interest charged by Manufacturers and Traders Trust
Company for short term loans to responsible and substantial
customers borrowing with the highest credit rating. The interest
rate under this Note shall be adjusted as of the tenth day
following the date on which Manufacturers and Traders Trust
Company announces a change in such rate. Interest shall be
calculated on a 365 day year actual pay basis and shall be
payable when installments of principal under this Note are due.
The Obligor shall have the option of paying the unpaid
principal balance of the Note in advance in whole or part at any
time without penalty. All partial prepayments shall be applied
on the installment of the principal amounts of this Note in the
inverse order of their maturity.
All payments of principal and interest under this Note are
to be made to the Obligee at 800 Delaware Avenue, Buffalo, New
York 14209, or at such other address as the Obligee may from time
to time designate in writing.
This Note is secured by a Pledge Agreement, of even date, by
and between the Obligor and the Obligee (the "Pledge Agreement"),
which grants to the Obligee a primary security interest in
200,000 shares of common stock of the Obligee held by the Obligor
(the "Collateral"). The Obligee's recourse pursuant to this Note
shall be expressly limited to rights granted under the Pledge
Agreement to the Collateral and the Obligor shall have no other
liability whatever under this Note. The Obligor shall have no
other recourse to any assets of the Obligor in this individual
capacity for repayment. The Obligor is making this Note not in
his individual capacity but solely as Trustee of the Computer
Task Group, Incorporated Stock Employee Compensation Trust, and
no personal liability or personal responsibilities are assumed
by, or shall at any time be asserted or enforceable against the
Obligee in his individual capacity under, or with respect to,
this Note.
All or part of the entire unpaid portion of this Note and
all sums payable hereunder may be declared immediately due and
payable at the option of the Obligee without notice and demand
upon the occurrence of any of the following events:
a. The Fair Market Value (as defined in the Computer Task
Group, Incorporated Stock Employee Corporation Trust dated May 3,
1994) of the Collateral exceeds 125% of the acquisition price
paid by the Obligor for such collateral; or
b. The failure of Obligor to make any payment of principal
or interest when due if said payment is not made or forgiven by
Obligee within thirty (30) days after the due date of said
payments.
Presentment for payment, notice of dishonor, protest and
notice of protest are hereby waived by Obligor and all other
persons who are or may become liable for the payment hereof.
Failure or delay by the Obligee in exercising, or a single
or partial exercise of, any power or right hereunder shall not
operate as a waiver thereof or of any other power or right or
preclude any other future exercise of that or any other power or
right. A waiver of any power or right hereunder shall be in
writing, shall be limited to the specific instance and shall not
be deemed a waiver of the subject power or right in the future or
a waiver of any other power or right. Obligee hereby delegates
to the Compensation Committee of the Board of Directors of the
Obligee the authority to exercise in its discretion all rights
and powers under this Note.
This Note may not be modified or terminated orally or by any
course of conduct but only by an agreement in writing duly
executed by all of the parties hereto.
The rights and remedies of the Obligee herein specified are
noncumulative and nonexclusive of any other rights or remedies
which the Obligee may otherwise have, and such rights or remedies
may be exercised singularly or cumulatively.
This Note is delivered in the State of New York and shall be
governed by and construed in accordance with the laws of that
State.
This Note shall be binding upon and inure to the benefit of
the undersigned and the Obligee and their respective successors,
legal representatives and assigns.
There are no oral representations, understandings or
warranties with respect to the matters dealt with herein. The
rights and remedies hereunder of the Obligee shall not be
modified, altered, limited, abridged, or waived by any
representation, promise or agreement heretofore or hereafter
made, or by any course of conduct hereafter pursued, by the
Obligee unless evidenced by any agreement in writing duly
executed by the Obligee.
Obligor:
/s/ Thomas R. Beecher, Jr.
__________________________
Thomas R. Beecher, Jr., as
Trustee of the Computer Task Group,
Incorporated Stock Employees
Compensation Trust
State of New York)
: SS.
County of Erie )
On this ____________ day of ____________, 1997 before me
personally came Thomas R. Beecher, Jr., to me known and known to
me to be the same person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he
executed the same.
__________________________
Notary Public
