SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)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)
February 25, 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).
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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, OO
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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 477,400(1)
OWNED BY EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
477,400(1)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,400(1)
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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)
9.54%
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14 TYPE OF REPORTING PERSON*
CO
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(1) Includes options to purchase 328,000 shares of Harding Lawson
Associates Group, Inc. granted by Lionheart Group, Inc. to Acquisitor
Plc under the terms and conditions of an Option Agreement dated
February 25, 2000.
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CUSIP No. 412293-10-2 13D Page 4 of 11 Pages
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The following constitutes Amendment No. 6 to the Schedule 13D jointly
filed by Lionheart Group, Inc. ("Lionheart") and by Acquisitor plc
("Acquisitor"). The Schedule 13D, as amended, filed by Lionheart and is
collectively referred to as "Schedule 13D". Except as specifically amended by
this Amendment No. 6, the Schedule 13D remains in full force and effect.
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 $2,463,426 and came from the working capital of
the investment funds and managed accounts for whose accounts such Shares were
purchased. The purchase price of 149,400 Shares of Common Stock acquired by
Acquisitor is $1,134,750 and came from its working capital. The aggregate
purchase price of the options to purchase 328,000 Shares of Common Stock, if
exercised, is $2,624,000 and will be paid with up to 405,000 new ordinary shares
of Acquisitor as part of the terms of an Option Agreement by and between the
Reporting Persons dated February 25, 2000.
Items 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 25, 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
477,400 Shares of Common Stock constituting approximately 9.54% 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 include the following:
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Lionheart granted Acquisitor an option to purchase up to 328,000 Shares
under the terms of an Option Agreement dated February 25, 2000. The Option
Agreement is subject to certain conditions, including the approval of the
shareholders of Acquisitor.
Item 7 is amended to include the following:
Item 7. Materials to be Filed as Exhibits.
The following documents are filed herewith:
Exhibit 2 Option Agreement dated as of February 25, 2000 by and between
Lionheart Group, Inc. and Acquisitor plc.
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CUSIP No. 412293-10-2 13D Page 5 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 25, 2000 LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
------------------------
Name: C. Duncan Sonkup
Title: President
ACQUISITOR PLC
By:/s/ C. Duncan Soukup
------------------------
Name: C. Duncan Soukup
Title: CEO
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CUSIP No. 412293-10-2 13D Page 6 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/Seller Purchased/(Sold) Share Purchase/Sale
---------------- ---------------- ----- -------------
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
Acquisitor 10,000 $8.063 02/14/00
Acquisitor 5,000 $8.063 02/22/00
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CUSIP No. 412293-10-2 13D Page 7 of 11 Pages
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Exhibit 2
OPTION AGREEMENT
OPTION AGREEMENT, made and entered into as of February 25, 2000 (the
"Agreement"), by and between LIONHEART GROUP, INC., a company incorporated in
the State of Delaware of the United States of America (the "State of Delaware")
with principal offices at 230 Park Avenue, Suite 516, New York, New York 10169
(the "Grantor"), and ACQUISITOR PLC, a company incorporated in England and Wales
of the United Kingdom with principal offices at Avery House, 52 Brook's Mews,
London W1Y 1LE (the "Grantee").
WHEREAS, Grantee has requested that Grantor agree, and Grantor has
agreed, to grant Grantee the Option (as defined herein), on the terms set forth
herein;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein Grantor
and Grantee agree as follows:
1. Grant & Exercise of Option.
(a) Subject to the terms and conditions set forth herein,
Grantor hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 328,000 shares (as adjusted set forth herein) (the "Option
Shares") of the common stock, $.01 par value per share, (the "Harding Common
Stock") of Harding Lawson Associates Group, Inc., a Delaware corporation (the
"Company") at a purchase price of $8.00 (as adjusted as set forth herein) per
share (the "Purchase Price") free and clear of all liens, claims, charges and
encumbrances of whatsoever kind and so that upon the Option Closing Date the
Option Shares may be sold by the Grantee in the United States open market
without further registration under the United States Securities Act of 1933,
amended.
(b) Grantee may exercise the Option, in whole or in part, at
any time and from time to time, until the Option shall terminate and be of no
further force and effect after 31 December, 2000; provided, however, that all
the conditions set forth in Section 2 of this Agreement shall be met before the
Option can be completed.
Notwithstanding the termination of the Option, Grantee shall be entitled to
exercise the Option if it has duly given notice of its intent to exercise the
Option in accordance with the terms hereof prior to the termination of the
Option and the termination of the Option shall not affect any rights hereunder
which by their terms do not terminate or expire prior to or as of such
termination.
(c) In the event that Grantee wishes to exercise the Option,
it shall send to Grantor a written notice (the "Exercise Notice", with a date
being referred herein as the "Notice Date") to that effect which notice also
specifies the total number of Harding Common Stock the Grantee will purchase
pursuant to such exercise and a date not earlier than 5 business days nor later
than 20 business days from the Notice Date for the closing of such purchase (the
"Option Closing Date"); provided, however, that (i) if the closing of the
purchase and sale pursuant to the Option (the "Option Closing") cannot be
consummated by reason of any applicable judgment, decree, order, law or
regulation, the period of time that otherwise would run pursuant to this
sentence shall run instead from the date on which such restriction on
consummation has expired or been terminated and (ii) without limiting the
foregoing, if prior notification to or approval of any governmental entity is
required in connection with such purchase or any other transaction contemplated
hereby, Grantee and Grantor shall promptly file the required notice or
application for approval and shall cooperate in the expeditious filing of such
notice or application, and, in the case of any prior notification or approval
required in connection with such purchase, the period of time that otherwise
would run pursuant to this sentence shall run instead from the date on which, as
the case may be, (A) any required notification period has expired or been
terminated or (B) any required approval has been obtained, and in either event,
any requisite waiting period has expired or been terminated and further provided
that, in relation to (i)
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CUSIP No. 412293-10-2 13D Page 8 of 11 Pages
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and (ii) above, the Grantee has given further written notice to Grantor
indicating its continued intention to acquire such of the Harding Common Stock
as detailed in the Exercise Notice. The Option Closing shall be held on the
Option Closing Date at 10:00 a.m. (Eastern Standard Time) at the offices of
Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New
York, or such other time and place, or by such other mode of transmission as the
parties hereto may agree upon.
2. Condition. The obligations of the parties under this Agreement are
subject to the satisfaction, on or prior to the Option Closing Date, of each of
the following conditions:
(a) The Grantee's shareholders having passed the Resolution at
the Extraordinary General Meeting ("EGM") of the Grantee proposed to be held on
March 2000 on in connection with the Option as detailed in the circular to be
dispatched to the Grantee's shareholders in connection with the Option. In the
event that the Resolution is not passed at the EGM (or at any adjournment
thereof) this Agreement shall ipso facto cease and determine and neither party
shall be under any obligation to the other whatsoever;
(b) The Grantee complying with the requirements of section 103
of the UK Companies Act 1985 in respect of the valuation of the Option Shares
prior to the allotment of the Acquisitor Ordinary Shares (as defined below);
(c) The Federal Reserve and/or Prime Broker "House" margin
limits, under Reg. U of the Board of Governors and Section 7 of the Securities
and Exchange Act of 1934, as amended, of Grantor will not be breached by the
exercise of the Option;
(d) The shares of Harding Common Stock being now and at the
Option Closing Date free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever and now and at the Option Closing Date may
be sold by the Grantee in the United States open market without further
registration under the United States Securities Act of 1933, as amended; and
(e) The matters referred to in Sections 3(a) and (b) of this
Agreement being effected in accordance with the terms thereof and admission to
trading on AIM of the Acquisitor Ordinary Shares occurring on the Option Closing
Date.
3. Payment and Delivery of Certificates.
(a) Not less than five (5) business days prior to the Option
Closing Date, Grantor shall instruct the Depository Trust Corporation to perform
a book entry transfer of the ownership of the shares of Harding Common Stock
into the name of Grantee and deliver an acknowledgement to Grantee of its
entitlement to purchase the balance of the shares purchasable hereunder on the
terms of this Agreement.
(b) Subject to the book transfer of the ownership of shares of
Harding Common Stock into the name of the Grantee pursuant to Section 3(a)
above, Grantee shall use reasonable endeavours to procure admission of the
relevant Acquisitor Ordinary Shares (as defined below) to trading on Alternative
Investment Market of the London Stock Exchange as at the the Option Closing
Date. The "Acquisitor Ordinary Shares" means Ordinary Shares of the Grantee
equivalent to: (x) the Purchase Price multiplied by the number of Harding Common
Stock being purchased pursuant to the exercise of the Option; divided by (y)
$6.48 ((pound)4.05 @ (pound)1:$1.60). The Acquisitor Ordinary Shares subscribed
upon each exercise of the Option shall be rounded up to the nearest 1,000
Acquisitor Ordinary Shares, with the Grantor paying for the rounded up portion
in cash at $6.48 ((pound)4.05 @ (pound)1:$1.60) per Ordinary Share. As of the
close of business on the Option Closing Date, the Grantor shall be treated for
all purposes as the owner of the relevant Acquisitor Ordinary Shares purchased
upon exercise of the Option.
(c) At the Option Closing Date, Grantee shall deliver the
Acquisitor Ordinary Shares to the Grantor through the CREST system (that is the
relevant system (as defined in the Uncertificated Securities Regulation 1995) in
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CUSIP No. 412293-10-2 13D Page 9 of 11 Pages
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respect of which CRESTCo Limited is the Operator (as defined in the
Uncertificated Securities Regulation 1995) or if it is not reasonably
practicable to deliver the Acquisitor Ordinary Shares to the Grantor through
Crest then within 5 Business Days of the Option Closing Date the Grantee shall
deliver to the Grantor a duly executed share certificate in respect of the
Acquisitor Ordinary Shares.
4. Representations and Warranties of Grantor. Grantor hereby represents
and warrants to Grantee as follows:
(a) Due Authorization. Grantor has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Grantor and the consummation by Grantor of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Grantor. This Agreement has been duly executed and delivered by Grantor and
constitutes a legal, valid and binding obligation of Grantor, enforceable
against Grantor in accordance with its terms.
(b) No Conflicts. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated by this
Agreement and compliance with the provisions of this Agreement shall not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time or both) under, or give rise to a right of termination,
cancellation, or acceleration of any obligation or loss of a material benefit
under, or result in the creation of any lien upon any of the properties or
assets of Grantor, (i) the certificate of incorporation or by-laws of Grantor,
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, or license
applicable to Grantor or properties or assets, or (iii) any judgment, order,
decree, statute, law, ordinance, rule, or regulation applicable to Grantor or
its properties or assets, other than, in the case of clauses (ii) and (iii), any
such conflicts, violations, defaults, rights, losses, or liens that individually
or in the aggregate would not (x) have a material adverse effect on Grantor, (y)
impair the ability of Grantor to perform its obligations under this Agreement or
(z) prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement.
(c) Registration and Listing. As of the date of this
Agreement, the Option Shares are freely transferable without restriction under
the US Securities Law and registered with the Securities and Exchange Commission
and are listed on the National Market of the National Association of Securities
Dealers Automated Quotation System.
5. Representations and Warranties of Grantee. Grantee hereby represents
and warrants to Grantor that:
(a) Due Authorization. Grantee has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Grantee and the consummation by Grantee of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Grantee. This Agreement has been duly executed and delivered by Grantee and
constitutes a legal, valid and binding obligation of Grantee, enforceable
against Grantee in accordance with its terms.
(b) No Conflicts. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated by this
Agreement and compliance with the provisions of this Agreement hereby shall not,
conflict with or result in any violation of, or default (with or without notice
or lapse of time or both) under, or give rise to a right of termination,
cancellation, or acceleration of any obligation or loss of a material benefit
under, or result in the creation of any lien upon any of the properties or
assets of Grantee under, (i) the articles of association or by-laws of Grantee,
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, or license
applicable to Grantee or its respective properties or assets, or (iii) any
judgment, order, decree, statute, law, ordinance, rule, or regulation applicable
to Grantee or its properties or assets, other than, in the case of clauses (ii)
and (iii), any such conflicts, violations, defaults, rights, losses, or liens
that individually or in the aggregate would not (x) have a material adverse
effect on Grantee, (y) impair the ability of Grantee to perform its obligations
under this Agreement or (z) prevent or materially delay the consummation of any
of the transactions contemplated by this Agreement.
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CUSIP No. 412293-10-2 13D Page 10 of 11 Pages
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6. Adjustment upon Changes in Capitalization, Etc. In the event of any
change in the Harding Common Stock or Acquisitor Ordinary Shares by reason of a
stock dividend, split-up, merger, recapitalization, combination, exchange of
shares, or similar or other transaction, the type and number of shares or
securities subject to the Option, and the Purchase Price therefor, shall be
adjusted appropriately, and proper provision shall be made in the agreements
governing such transaction, so that Grantee and Grantor shall receive upon
exercise of the Option the number and class of shares or other securities or
property that Grantee and Grantor (as appropriate) would have received in
respect of Harding Common Stock or Acquisitor Ordinary Shares (as appropriate)
if the Option had been exercised immediately prior to such event or the record
date therefor, as applicable.
7. Loss or Mutilation. Upon receipt by Grantor of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Grantor shall execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered shall
constitute an additional contractual obligation on the part of Grantor, whether
or not the Agreement so lost, stolen, destroyed, or mutilated shall at any time
be enforceable by anyone.
8. Miscellaneous.
(a) Expenses. Each of the parties hereto shall bear and pay
all costs and expenses incurred by it or on its behalf in connection with this
Agreement and the transactions contemplated hereunder, including fees and
expenses of its own accountants and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF ENGLAND AND WALES.
(d) Severability. If any provision of this Agreement or the
application of such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the remainder of the provision
held invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
(e) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
(f) Headings. All Section headings are for convenience of
reference only and are not part of this Agreement and no construction or
reference shall be derived therefrom.
(g) Amendments. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for performance, shall be
valid only if set forth in an instrument in writing signed on behalf of such
party. The failure of any party to this Agreement to assert any of its rights
under this Agreement or otherwise shall not constitute a waiver of such rights.
(h) Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to therein) (i)
constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter of such agreements and (ii) are not intended to confer upon any
person other than the parties any rights or remedies.
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CUSIP No. 412293-10-2 13D Page 11 of 11 Pages
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(i) Notices. All notices and other communications given or
made hereunder shall be in writing and delivered personally or mailed by
registered or certified mail postage prepaid, return receipt requested (or if
unavailable, first class mail postage prepaid) to the Grantor or the Grantee at
his respective address set forth at the head of this Agreement, and, in each
case, to such other address as any party shall have given to the other party by
similar notice.
(j) Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither this
Agreement nor any of the rights, interests, or obligations under this Agreement
may be assigned or delegated, in whole or in part, by operation of law or
otherwise, by Grantor without the prior written consent of Grantee, and Grantee
may assign or delegate, in whole or in part, any of its rights hereunder. Any
assignment or delegation in violation of the preceding sentence shall be void.
(k) Further Assurances. In the event of any exercise of the
Option by Grantee, Grantor and Grantee shall execute and deliver all other
documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for by such exercise.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the day
and year first written above.
LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
-------------------------------
Name: C. Duncan Soukup
Title: President
ACQUISITOR PLC
By:/s/ Luke Oliver Johnson
--------------------------------
Name: Luke Oliver Johnson
Title: Director
