SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
Harding Lawson Associates Group, Inc.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
412293-10-2
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 26, 1999
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(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
/ /.
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.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 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 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. 412293-10-2 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LIONHEART GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 254,700
OWNED BY --------------------------------------------------------------
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
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-0-
9 SOLE DISPOSITIVE POWER
254,700
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
254,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.18%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 412293-10-2 13D Page 3 of 7 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, $.01 par value per share ("Common Stock"), of Harding Lawson Associates
Group, Inc. (the "Issuer"). The principal executive offices of the Issuer are
located at 7655 Redwood Boulevard, Novata, California 94945.
Item 2. Identity and Background.
(a) This Statement is filed by Lionheart Group, Inc., a
Delaware corporation (the "Reporting Person").
The officers of Lionheart Group, Inc. are C. Duncan Soukup,
President, Vice-President, Secretary and Treasurer. The sole director of
Lionheart Group, Inc. is C. Duncan Soukup.
(b) The principal business address of the Reporting Person is
230 Park Avenue, Suite 516, New York, New York 10169. The business address of C.
Duncan Soukup is 230 Park Avenue, Suite 516, New York, NY 10169.
(c) The Reporting Person acts as investment adviser to several
private investment funds and managed accounts which are the ultimate beneficial
owners of the shares to which this statement relates. No such client of the
Reporting Person owns 5% or more of the outstanding Common Stock. The present
occupation of C. Duncan Soukup is President of Lionheart Group, Inc
(d) Neither the Reporting Person nor C. Duncan Soukup has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor C. Duncan Soukup has,
during the last five years, been 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.
(f) C. Duncan Soukup is a citizen of the United Kingdom.
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CUSIP No. 412293-10-2 13D Page 4 of 7 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 254,700 Shares of Common
Stock owned by the Reporting Person is $1,686,797. The Shares of Common Stock
owned by the Reporting Person were purchased with the working capital of the
investment funds and managed accounts for whose accounts such Shares were
purchased.
Item 4. Purpose of Transaction.
The Reporting Person purchased the shares of Common Stock
based on the Reporting Person's belief that the shares at current market prices
are undervalued and represent an attractive investment opportunity. Depending
upon overall market conditions, other investment opportunities available to the
Reporting Person, and the availability of shares of Common Stock at prices that
would make the purchase of additional shares desirable, the Reporting Person may
endeavor to increase their position in the Issuer through, among other things,
the purchase of shares of Common Stock on the open market, in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
The Reporting Person may have discussions with the Issuer
about the business operations of the Issuer and ways to enhance stockholder
value. The Reporting Person also may seek in the future to have one or more of
its representatives appointed to the Board of Directors of the Issuer, by
agreement with the Issuer or otherwise or to submit proposals for stockholder
approval at annual or special meetings.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Reporting Person intends
to review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, purchasing additional Shares of
Common Stock or selling some or all of its Shares or to change its intention
with respect to any and all matters referred to in Item 4.
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CUSIP No. 412293-10-2 13D Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 4,918,122 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1999.
As of the close of business on May 28, 1999, the Reporting
Persons beneficially owns 254,700 Shares of Common Stock, constituting
approximately 5.18% of the Shares outstanding. All of such Shares were acquired
in open-market transactions.
(b) The Reporting Person has the sole power to vote and
dispose of the Shares reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Person.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
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CUSIP No. 412293-10-2 13D Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 4, 1999 LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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C. Duncan Soukup
President
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CUSIP No. 412293-10-2 13D Page 7 of 7 Pages
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SCHEDULE A
Transactions in the Shares
Within the Past 60 Days
Shares of Common Price Per Date of
Stock Share Purchase/Sale
Purchased/(Sold) --------- --------------
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8,100 $7.00 3/31/99
800 $6.06 4/13/99
1,500 $7.14 4/30/99
7,300 $8.04 5/12/99
(4,000) $8.81 5/13/99
600 $8.00 5/14/99
5,200 $8.43 5/18/99
5,000 $7.93 5/19/99
(500) $8.12 5/19/99
15,000 $8.37 5/20/99
48,500 $8.35 5/26/99
2,000 $8.62 5/28/99
