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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CARNEGIE GROUP, INC.
(Name of Subject Company)
LOGICA ACQUISITION CORP.
LOGICA INC.
LOGICA PLC
(Bidders)
SHARES OF COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
143497 10 5
(CUSIP Number of Class of Securities)
COREY TORRENCE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LOGICA INC.
32 HARTWELL AVENUE
LEXINGTON, MA 02421
(Name, Address, Including Zip Code, and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
With a copy to:
JOSEPH L. JOHNSON III, P.C.
JAMES A. MATARESE, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
53 STATE STREET
BOSTON, MA 02109
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") relating to the offer by Logica
Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Logica Inc., a Delaware corporation (the "Parent") and a wholly
owned subsidiary of Logica plc, a public limited company organized under the
laws of England ("Logica plc"), to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of Carnegie Group, Inc., a
Delaware corporation (the "Company"), at a price of $5.00 per Share, net to the
seller in cash without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated October 7, 1998 (the "Offer to
Purchase") and in the related Letter of Transmittal (which together constitute
the "Offer"). The item numbers and responses thereto below are in accordance
with the requirements of Schedule 14D-1. Except as otherwise indicated herein,
the information set forth in the Schedule 14D-1 remains unchanged and all
capitalized terms used herein shall have the respective meanings ascribed to
them in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended to add at the end thereof the following:
(c) On October 23, 1998, the Hart-Scott-Rodino Act waiting period expired.
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SIGNATURES
After due inquiry and to the best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: October 26, 1998
LOGICA PLC
By: /s/ Mario Anid
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Name: Mario Anid
Title: Corporate Development Director
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SIGNATURES
After due inquiry and to the best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: October 26, 1998
LOGICA INC.
By: /s/ Corey Torrence
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Name: Corey Torrence
Title: President and Chief Executive Officer
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SIGNATURES
After due inquiry and to the best knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: October 26, 1998
LOGICA ACQUISITION CORP.
By: /s/ Corey Torrence
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Name: Corey Torrence
Title: President
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