SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)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)
January 31, 2000
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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 11 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).
<PAGE>
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CUSIP No. 412293-10-2 13D Page 2 of 11 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 328,000
OWNED BY EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
328,000
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
328,000
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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)
6.55%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 412293-10-2 13D Page 3 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITOR PLC
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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 134,400
OWNED BY EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
134,400
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
134,400
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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)
2.69%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
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CUSIP No. 412293-10-2 13D Page 4 of 11 Pages
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The following constitutes Amendment No. 5 to the Schedule 13D filed by
Lionheart Group, Inc. ("Lionheart") and the initial Schedule 13D filed by
Acquisitor plc ("Acquisitor"). The Schedule 13D, as amended, filed by Lionheart
is collectively referred to as "Schedule 13D". Except as specifically amended by
this Amendment No. 5, the Schedule 13D remains in full force and effect.
Item 2 is amended to include the following:
Item 2. Identity and Background.
Items 2(a), 2(b), 2(c) and 2(f) are amended to include the following:
Filing Parties.
2) Acquisitor plc, a company incorporated in Wales and England of the
United Kingdom with a business address of Avery House, 52 Brook's Mews,
London W1Y1LE. Acquisitor is newly formed and will endeavor to achieve
a high rate of capital growth for its shareholders by acquiring
significant holding in companies which its Directors consider to be
fundamentally undervalued. Acquisitor is managed by its Board of
Directors.
The directors of Acquisitor are C. Duncan Soukup, John Radziwill, Luke
Johnson, James Ozanne, Christopher Mills, Peter Melhado and Nicholas
Barham. The business address of Messrs. Radziwill and Soukup is 230
Park Avenue, Suite 516, New York, NY 10169. The business address of
Messrs. Johnson, Ozanne, Mills, Melhado and Barham is c/o Acquisitor's
business address given above.
Messrs. Soukup, Radziwill, Johnson, Mills and Barham are citizens of
the United Kingdom. Messrs. Ozanne and Melhado are citizens of the
United States of America.
Control Relationships:
Messrs. Soukup and Radziwill serve as directors of both Lionheart and
Acquisitor.
Executive Officers and Directors:
In accordance with the provisions of General Instruction C to Schedule
13D, information concerning the executive officers and directors of Acquisitor
is included in Schedule A hereto and is incorporated by reference herein.
Item 3 is amended to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 328,000 Shares of Common Stock
acquired by Lionheart is $2,271,746 and came from the working capital of the
investment funds and managed accounts for whose accounts such Shares were
purchased. The aggregate purchase price of the 134,400 Shares of Common Stock
acquired by Acquisitor is $1,012,800 and came from its working capital.
<PAGE>
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CUSIP No. 412293-10-2 13D Page 5 of 11 Pages
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Item 4 is amended to read as follows:
Item 4. Purpose of Transaction.
The Reporting Persons believe that the shares of Common Stock
of Harding Lawson Associates Group, Inc. (the "Issuer") are undervalued and
represent an attractive investment opportunity. The Reporting Persons intend to
have open communications with the Issuer's management and actively monitor their
efforts to increase stockholder value. Depending on various factors including,
without limitation, the Issuer's financial position and investment strategy, the
price levels of the Issuer's common stock, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, making an offer to purchase up
to all of the Issuer's outstanding shares of Common Stock through a negotiated
transaction or otherwise. The Reporting Persons may also sell some or all of its
shares of Common Stock through privately negotiated transactions, or to change
its intention with respect to any and all matters referred to in Item 4.
Item 5(a) and (c) are amended to read as follows:
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 5,004,328 Shares
outstanding, which is the total number of shares of Common Stock outstanding as
of December 30, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended November 30, 1999.
As of the close of business on February 8, 2000, Lionheart
beneficially owns 328,000 Shares of Common Stock, constituting approximately
6.55% of the Shares of Common Stock outstanding and Acquisitor beneficially owns
134,400 Shares of Common Stock constituting approximately 2.69% of the Shares of
Common Stock outstanding.
(c) Schedule B annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
Item 6 is amended to read as follows:
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
See Item 2 for a description of certain interrelationships
between officers and directors of Lionheart & Acquisitor. Lionheart and
Acquisitor have formed a group as set forth herein and in discussions concerning
alternative strategies with regard to the Common Stock of the Issuer.
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CUSIP No. 412293-10-2 13D Page 6 of 11 Pages
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Item 7 is amended to include the following:
Item 7. Material to be Filed as Exhibits.
The following documents are filed herewith:
Exhibit 1 Joint Filing Agreement dated as of February 8, 2000 by and between
Lionheart Group, Inc. and Acquisitor plc.
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CUSIP No. 412293-10-2 13D Page 7 of 11 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: February 8, 2000 LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
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Name: C. Duncan Soukup
Title:President
ACQUISITOR PLC
By:/s/ John Radziwill
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Name: John Radziwill
Title:Chairman
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CUSIP No. 412293-10-2 13D Page 8 of 11 Pages
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SCHEDULE A
Information Concerning the Executive Officers and Directors
of Acquisitor plc
Acquisitor is managed by the Board of Directors, whose details are given below:
Charles Duncan Soukup, Managing Director, aged 44
Mr. Soukup is president and chief executive officer of Lionheart Group, Inc. a
US based financial services holding company that he founded in 1994.
Subsidiaries of Lionheart Group manage or advise a number of hedge funds as well
as a number of [long-only] US Pension Fund accounts. From 1988 to 1994 Mr.
Soukup served as a managing director of Bear, Stearns & Co. Inc. where he
established and ran the company's foreign Equity Research and Sales department.
Mr. Soukup will be responsible for the Company's acquisition strategy and for
identifying and investigating potential targets and will share the selection
process with Mr. Johnson. He has 20 years of experience of making investments in
public and private companies and was until recently a director of Sage
Laboratories, Inc., a US public company that was acquired by Filtronic plc of
the UK.
Luke Oliver Johnson, Director, aged 37
Mr. Johnson is the non-executive chairman of Belgo Group plc and a director of
Intrinsic Value Partnership Limited. He has over 15 years of experience of
making investments in public and private companies. He worked as a stockbroking
analyst at Kleinwort Benson Securities from 1984 to 1988, and has subsequently
served as a director of a number of public companies. He served an executive
director, chairman and non-executive director of Pizza Express plc from 1993
until 1999. He was involved in the flotation and subsequent sale of various
public companies, including American Port Services plc, Abacus Recruitment plc
and My Kinda Town plc. In all these cases he also served as a non-executive
director. In the last ten years he has been involved as a principal in a number
of private equity transactions across a range of industries. In addition he
serves as a non-executive director of Elderstreet Downing VCT plc. Mr. Johnson
will share the selection process with Mr. Soukup but he will not be devoting all
of his time to the business of the Company in light of his other business
interests.
John Stanislas Albert Radziwill, Non-Executive Director, aged 52
Mr. Radziwill is a director of Lionheart Group, Inc. Mr. Radziwill is also
[currently] a director of Air Express International Corporation, a US publicly
quoted company engaged in worldwide transportation and logistics, and of
Interequity Capital Corporation, a Small Business Investment Corporation (SBIC)
licensed by the United States small business administration (SBA). From 1977 to
1997, Mr. Radziwill was president of Radix Organization Inc., a private US
investment banking firm, and from 1979 until 1995 was president of Radix
Ventures Inc., a US publicly quoted company
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CUSIP No. 412293-10-2 13D Page 9 of 11 Pages
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engaged in international transportation services. Mr. Radziwill is also a
director of Goldcrown Group Limited, a private UK property investment vehicle.
James Ozanne, Non-Executive Director, aged 55
Mr. Ozanne has been the principal at Greenrange Partners, which makes early to
late stage venture capital investments and which participates in management
buy-outs since 1996. He is also currently the Vice Chairman and a director of
Financial Security Assurance with which he has been involved since 1989. Until
recently Mr. Ozanne was also Chairman of Source One Mortgage Corporation, an
agency mortgage banker, a position he had held since 1997. Source One Mortgage
was sold to Citi Corp Mortgages on May 1, 1999. Between 1989 to 1996, Mr. Ozanne
was Chairman and CEO of the company now known as Nations Financial. Nations
Financial was formed in 1993 with the acquisition of the financial services
business of US West of which Mr. Ozanne was Chairman and CEO, a position which
he had held in the enlarged company. Mr. Ozanne was the CEO of North American
Car Corporation between 1975 and 1983. North American Car Corporation was sold
to GE Capital in 1983, whereupon he was employed by GE Capital. Mr. Ozanne was
employed by GE Capital until 1989, eventually becoming Executive Vice President
with responsibility for consumer finance units and asset management strategy.
Christopher Mills, Non-Executive Director, aged 47
Mr. Mills has been a Chief Investment Officer of J O Hambro Capital Management
Ltd ("J O Hambro") since 1983. He is also a Chief Executive of North Atlantic
Smaller Companies Investment Trust plc ("NASCIT") and American Opportunities
Trust plc ("AOT", both NASCIT and AOT are investment trusts listed in the United
Kingdom). Prior to joining J O Hambro, Mr. Mills worked for Samuel Montagu
Limited, Montagu Investment Management Ltd and its successor company, Invesco
MIM. At Invesco MIM, Mr. Mills served as a director and Head of North American
Investments and North American Venture Capital.
Peter Melhado, Non-Executive Director, aged 42
Mr. Melhado is the General Partner of Polaris Partners, L.P., an investment
partnership he co-found in 1989. Prior to forming Polaris Partners, L.P., Mr.
Melhado was a partner at Orson Munn & Co. and Chief Investment Officer of
Horsburgh Carlson Investment Management, [both of which are U.S. investment
management firms]. Mr. Melhado is also the President of Iroquis Avenue
Foundation, a [U.S.] charitable Trust.
Nicholas Barham, Non-Executive Director, aged 40
Mr. Barham is the Chief Executive Officer and a Director of Park Street
Investments (UK) Limited and Park Street Investments Pty Limited, an Australian
domiciled private investment company since March 1995. Mr. Barham is also the
Executive Chairman of and, through Park Street Investments Pty Limited since
January 1994, the largest shareholder of Arlington Group plc, a Director of
Sappa plc since March 1997. Before February 1999, Mr. Barham was the Executive
Chairman of both CSL Xenon (IOM) Limited and Xavier Computer Group plc.
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CUSIP No. 412293-10-2 13D Page 10 of 11 Pages
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SCHEDULE B
Transactions in the Shares
Within the Past 60 Days
Shares of Common
Stock Price Per Date of
Purchaser Purchased/(Sold) Share Purchase/Sale
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Lionheart 9,000 $7.625 12/01/99
Lionheart 1,700 $7.313 12/09/99
Lionheart 22,000 $7.139 12/14/99
Lionheart 15,000 $7.125 12/15/99
Lionheart 7,500 $7.250 12/16/99
Lionheart 1,500 $7.188 12/17/99
Lionheart 1,300 $7.375 12/21/99
Lionheart 6,000 $7.375 12/22/99
Lionheart 10,000 $7.438 12/23/99
Lionheart 3,500 $7.563 12/27/99
Lionheart 10,000 $7.500 12/31/99
Lionheart 30,000 $7.469 01/19/00
Acquisitor 6,400 $7.063 01/31/00
Acquisitor 15,000 $7.500 02/01/00
Acquisitor 1,000 $7.563 02/04/00
Lionheart (111,700) $7.438 02/07/00
Acquisitor 112,000 $7.500 02/07/00
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CUSIP No. 412293-10-2 13D Page 11 of 11 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule
13D, Amendment No.5 dated February 8, 2000 with respect to the shares of common
stock, $0.01 par value, of Harding Lawson Associates Group, Inc. executed by
each or any of us shall be filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the United States
Securities Exchange Act of 1934, as amended. The undersigned further agrees to
jointly file any amendments to this Amendment No. 5 which shall be required by
law.
This Agreement may be executed in separate counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
Date: February 8, 2000 LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
--------------------------------
Name: C. Duncan Soukup
Title:President
Date: February 8, 2000 ACQUISITOR PLC
By:/s/ John Radziwill
--------------------------------
Name: John Radziwill
Title: Chairman
