SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
May 10, 1999
(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 Sections 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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: 4,355,902
8. Shared Voting Power: -0-
9. Sole Dispositive Power: -0-
10. Shared Dispositive Power: 4,355,902
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,355,902
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 20.86%
14. Type of Reporting Person: EP, 00
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This amendment no. 4 ("Amendment No. 4") amends the statement on
Schedule 13D (the "Statement") filed on May 12, 1994 with the Securities and
Exchange Commission (the "SEC"), as amended by Amendment No. 1 filed with the
SEC on December 14, 1994 ("Amendment No. 1"), Amendment No. 2 filed with the SEC
on August 26, 1997 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on
May 21, 1998 by the person named in Item 2 of the Statement relating to the
Common Stock, $.01 par value (the "Common Stock") of Computer Task Group,
Incorporated, a New York corporation (the "Issuer" or "CTG"). The principal
executive offices of the Issuer are located at 800 Delaware Avenue, Buffalo, New
York 14209.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
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"); (b) the
Trust used the borrowed funds to acquire shares of the Issuer in the
transactions described in Amendment No. 3 (the "Third 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.
Effective October 29, 1997, (a) the Trust entered into a promissory
note with the Issuer permitting it to borrow up to $65,000,000 (the "Fourth
Note"); (b) the Trust used funds borrowed under the Fourth Note to acquire
shares of the Issuer in the transactions described below (the "Fourth Shares");
and (c) the Trust pledged the Fourth Shares to the Issuer as collateral for the
Fourth Note. The Fourth Note is a Demand Grid Note that 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 on demand.
The Trust engaged in the following transactions subsequent to the
filing of Amendment No. 3:
05/01/98 Transfer to Stock Option Plan 8,750
05/06/98 Transfer to CTG 401(K) Plan 1,088
05/20/98 Transfer to CTG 401(K) Plan 1,207
05/21/98 Open Market Purchase 10,000
05/22/98 Open Market Purchase 15,000
05/26/98 Open Market Purchase 25,000
06/02/98 Transfer to Stock Option Plan 10,150
06/03/98 Transfer to CTG 401(K) Plan 1,234
06/08/98 Transfer to CTG Employees Stock Purchase Plan 349
06/17/98 Transfer to CTG 401(K) Plan 1,233
06/19/98 Transfer to CTG 401(K) Plan 55
06/26/98 Transfer to CTG Employee Stock Purchase Plan 11,782
06/26/98 Transfer to CTG 401(K) Plan 1,194
07/10/98 Transfer to Stock Option Plan 3,500
07/15/98 Transfer to CTG 401(K) Plan 983
07/17/98 Transfer to Stock Option Plan 64,550
07/29/98 Transfer to CTG 401(K) Plan 1,414
08/13/98 Transfer to CTG 401(K) Plan 1,327
08/26/98 Transfer to CTG 401(K) Plan 1,392
08/26/98 Open Market Purchase 17,000
08/27/98 Open Market Purchase 13,000
09/08/98 Transfer to CTG 401(K) Plan 1,437
09/14/98 Transfer to Stock Option Plan 2,524
09/23/98 Transfer to CTG 401(K) Plan 1,477
09/23/98 Transfer to Stock Option Plan 13,500
09/25/98 Transfer to Stock Option Plan 23,000
09/25/98 Transfer to CTG Employee Stock Purchase Plan 10,772
10/05/98 Transfer to CTG 401(K) Plan 1,435
10/19/98 Transfer to CTG 401(K) Plan 1,865
10/30/98 Transfer to Stock Option Plan 6,000
11/02/98 Transfer to CTG 401(K) Plan 1,270
11/13/98 Transfer to Stock Option Plan 1,000
11/16/98 Transfer to CTG 401(K) Plan 1,241
12/01/98 Transfer to CTG 401(K) Plan 1,389
12/08/98 Transfer to Stock Option Plan 1,000
12/14/98 Transfer to CTG 401(K) Plan 1,470
12/28/98 Transfer to CTG 401(K) Plan 1,400
12/31/98 Transfer to CTG Employee Stock Purchase Plan 13,049
01/12/99 Transfer to CTG 401(K) Plan 1,523
01/15/99 Transfer to Stock Option Plan 2,250
01/21/99 Transfer to Stock Option Plan 7,000
01/25/99 Transfer to CTG 401(K) Plan 1,757
01/28/99 Transfer to Stock Option Plan 55,250
02/08/99 Transfer to CTG 401(K) Plan 1,893
02/10/99 Transfer to Stock Option Plan 3,000
02/12/99 Transfer to Stock Option Plan 10,000
02/22/99 Transfer to CTG 401(K) Plan 2,788
03/08/99 Transfer to CTG 401(K) Plan 2,219
03/15/99 Open Market Purchase 10,000
03/15/99 Transfer to Stock Option Plan 375
03/16/99 Open Market Purchase 40,000
03/23/99 Transfer to CTG 401(K) Plan 2,362
03/26/99 Transfer to CTG Employee Stock Purchase Plan 12,794
04/02/99 Transfer to CTG 401(K) Plan 2,244
04/19/99 Transfer to CTG 401(K) Plan 2,894
04/28/99 Transfer to Stock Option Plan 8,250
<PAGE>
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
This Amendment No. 4 updates the status of the aggregate shareholdings
of the Trust. As of May 10, 1999 the Trust owned a total of 4,355,902 shares
equaling approximately 20.86% of the Issuer's total shares outstanding. This
amount represents a decrease of 180,635 shares from the total number of
4,536,537 shares owned as of the date of Amendment No. 3 and a decrease in
percentage owned to approximately 20.86% from approximately 21.86% as of the
date of Amendment No. 3. 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 Trust may in the future acquire additional
securities of the Issuer in open market or privately negotiated transactions,
and it may dispose of securities by transferring them to fund the Issuer's
employee share benefit plans or by selling them in order to promote the purposes
of the Trust.
The Issuer has further advised 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 Issuer's 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 the Statement.
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 20.86% 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 that 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 that 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 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
The Trust beneficially owns 4,335,902 shares as to which it may be
deemed to have sole voting power and shared dispositive power. The Shares
constitute 20.86% 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 Notes 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.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended and restated as follows:
(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 - Previously filed.
(G) Promissory Note, dated October 29, 1997, 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
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: May 18, 1999 Computer Task Group, Incorporated
Stock Employee Compensation Trust
By: /s/ Thomas R. Beecher, Jr.
-------------------------------------
Thomas R. Beecher, Jr., Trustee of the
Computer Task Group, Incorporated
Stock Employee Compensation Trust
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Page
<S> <C>
(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. ***
(G) Promissory Note, dated October 29, 1997, 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. ****
</TABLE>
* Filed as an Exhibit to original Schedule 13D dated May 3, 1994
** Filed as an Exhibit to Schedule 13D dated December 7, 1994
*** Filed as an Exhibit to Schedule 13D dated March 21, 1997
**** Filed as an Exhibit to Schedule 13D dated October 29, 1997
