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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
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PREDICTIVE SYSTEMS, INC.
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(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE PER SHARE 74036W102
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 14, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] RULE 13d-1(b)
[X] RULE 13d-1(c)
[ ] RULE 13d-1(d)
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The information required in 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).
Continued on Following Pages
Page 1 of 5 Pages
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CUSIP No. 74036W102 13G Page 2 of 5
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1 NAMES OF REPORTING PERSONS: SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE 95-3630868
PERSONS (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 5,240,275
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: NONE
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 5,240,275
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: NONE
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED 5,240,275
BY EACH REPORTING PERSON:
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS): [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 15.1%
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12 TYPE OF REPORTING PERSON (SEE CO
INSTRUCTIONS):
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ITEM 1(a). NAME OF ISSUER:
Predictive Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
417 Fifth Avenue, New York, New York 10016
ITEM 2(a). NAME OF PERSON FILING:
Science Applications International Corporation ("SAIC")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
10260 Campus Point Drive, San Diego, California 92121
ITEM 2(c). CITIZENSHIP:
SAIC is incorporated in Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value per share
ITEM 2(e). CUSIP NUMBER:
74036W102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
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(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The response of SAIC to Items 5 through 11 of its Cover Sheet
which relates to the beneficial ownership of the Common Stock of
the Issuer is incorporated herein by reference. The percentage
ownership of SAIC is based upon 29,353,340 shares of Common Stock
believed by it to be outstanding as of November 11, 2000, as
stated in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [__].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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.
Date: December 19, 2000
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By: /s/ DOUGLAS E. SCOTT
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Name: Douglas E. Scott
Title: Senior Vice President and General
Counsel
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