<PAGE> 1
Page 1 of 34
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8 )*
---
Compuware Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
205638-10-9
-----------------------------------------
(CUSIP Number)
Peter Karmanos, Jr., 31440 Northwestern Highway, Farmington Hills, MI 48334,
(810) 737-7300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 31, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*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 ("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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 2 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Karmanos, Jr., individually and as Trustee of
the Peter Karmanos, Jr. Revocable Living Trust
U/A/D June 17, 1975.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,505,612
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,841,360
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,505,612
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON*
IN, 00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 3 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Thewes, individually and as Trustee of the Thomas Thewes Revocable
Living Trust U/A/D August 8, 1974
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
1,752,575
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,475
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN, 00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 4 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Thewes 1995 Trust U/A 3/29/95
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
161,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 5 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Lobsinger, individually and as Trustee of the Michael J.
Lobsinger Revocable Living Trust U/T/D April 24, 1986
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
265,403
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,403
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
IN, 00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 6 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter James Prowse, III, individually and as Trustee of the Walter James
Prowse III Revocable Living Trust U/T/D December 10, 1985
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
587,115
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,115
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
IN, 00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 7 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph A. Nathan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
284,066
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,066
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 8 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen B. Cutting Living Trust U/A/D August 3, 1978, by Joan L. Cutting
and Comerica Bank-Detroit, as trustees
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
335,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 9 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joan L. Cutting Trust dated January 5, 1993, by Joan L. Cutting, as
trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
486,984
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,984
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 10 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Long Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
7,058
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,058
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 11 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Long Family Charitable Remainder Unitrust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,868
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 12 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. and Kay K. Long Charitable Remainder Unitrust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 13
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 13 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward F. Harris and Sandra E. Harris Trust Agreement dated June 19,
1991, by Edward F. Harris and Sandra E. Harris, or their successors, as
trustees
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
42,425
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 14
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 14 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Family Charitable Remainder Unitrust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 15
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 15 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
736,858
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 16
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 16 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 17
SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 17 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP - Amsterdam Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 18
Page 18 of 34
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is Common Stock, $.01 par value per share (the "Common Stock"), of
Compuware Corporation, a Michigan corporation (the "Company"). The principal
executive address of the Company is 31440 Northwestern Highway, Farmington
Hills, Michigan 48334.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. The members of the group are as follows:
Peter Karmanos, Jr., individually and as Trustee of the Peter
Karmanos, Jr. Revocable Living Trust U/A/D dated June 17, 1975 (the "Karmanos
Trust"), whose business address is 31440 Northwestern Highway, Farmington
Hills, Michigan 48334. Mr. Karmanos' present principal occupation is the
Chairman of the Board and Chief Executive Officer of the Company. Mr. Karmanos
is a citizen of the United States of America.
Thomas Thewes, individually and as Trustee of the Thomas Thewes
Revocable Living Trust U/A/D dated August 8, 1974 (the "Thewes Trust"), whose
business address is 31440 Northwestern Highway, Farmington Hills, Michigan
48334. Mr. Thewes is a Director of the Company. Mr. Thewes is a citizen of the
United States of America.
The T. Thewes 1995 Trust U/A 3/29/95 (the "Thewes 1995 Trust"), whose
residence address is c/o Denison Maxwell, James E. Mulvoy, Trustee, 1750 S.
Telegraph Road, #301, Bloomfield Hills, Michigan 48302-0179. The Thewes 1995
Trust was established to hold certain assets for the benefit of members of the
Thewes family. The Thewes 1995 Trust is organized in Michigan.
Michael J. Lobsinger, individually and as Trustee of the Michael J.
Lobsinger Revocable Living Trust U/T/D dated April 24, 1986 (the "Lobsinger
Trust"), whose business address is 31440 Northwestern Highway, Farmington
Hills, Michigan 48334. Mr. Lobsinger resigned as a Director of the Company on
January 10, 1996. Mr. Lobsinger continues to be a member of the group. Mr.
Lobsinger is a citizen of the United States of America.
Walter James Prowse III, individually and as Trustee of the Walter
James Prowse III Revocable Living Trust U/T/D dated December 10, 1985 (the
"Prowse Trust"), whose business address is 31440 Northwestern Highway,
Farmington Hills, Michigan 48334. Mr. Prowse's present principal occupation is
Senior Vice President of the Company. Mr. Prowse is a citizen of the United
States of America.
Joseph A. Nathan, whose business address is 31440 Northwestern
Highway, Farmington Hills, Michigan 48334. Mr. Nathan's present principal
occupation is President and Chief Operating Officer of the Company. Mr. Nathan
is a citizen of the United States of America.
<PAGE> 19
Page 19 of 34
The Allen B. Cutting Living Trust U/A/D dated August 3, 1978 (the
"Cutting Trust"), by Joan L. Cutting and Comerica Bank-Detroit, as trustees.
The Cutting Trust's business address is Comerica Bank-Detroit, 500 Woodward
Avenue, Detroit, Michigan 48275. The Cutting Trust was established by Allen B.
Cutting to hold certain assets for the benefit of his wife, Joan Cutting. The
Cutting Trust is organized in Michigan.
The Joan L. Cutting Trust dated January 5, 1993 (the "J. Cutting
Trust") by Joan L. Cutting, as trustee. The J. Cutting Trust's business
address is Comerica Bank-Detroit, 500 Woodward Avenue, Detroit, Michigan 48275.
The J. Cutting Trust was estabished to hold certain assets for the benefit of
trustee, Joan Cutting. The J. Cutting Trust is organized in Michigan.
The Long Family Trust (the "Long Family Trust"), whose residence
address is 2188 Slaughterhouse Creek Road, Glenbrook, Nevada 89413. The Long
Family Trust was established to hold certain assets for the benefit of members
of the Long family. The Long Family Trust is organized in California.
The Long Family Charitable Remainder Unitrust (the "Long Unitrust"),
whose residence address is c/o The New Horizons Foundation, Inc., Pamela
Oppliger, Administrator, 3820 North 30th Street, Colorado Springs, Colorado
80934. The Long Unitrust was established to hold certain assets for general
charitable purposes. The Long Unitrust is organized in California.
The William D. and Kay K. Long Charitable Remainder Unitrust (the "W.
and K. Long Unitrust"), whose residence address is 2188 Slaughterhouse Creek
Road, Glenbrook, Nevada 89413. The W. and K. Long Unitrust was established to
hold certain assets for the benefit of members of the Long family. The W. and
K. Long Unitrust is organized in California.
The Edward F. Harris and Sandra E. Harris Trust Agreement dated June
19, 1991 (the "Harris Family Trust"), by Edward F. Harris and Sandra E. Harris,
or their successors, as trustees. The Harris Family Trust's residence address
is 2030 Pray Meadow Road, Glenbrook, Nevada 89413. The Harris Family Trust
was established to hold certain assets for the benefit of certain members of
the Harris family. The Harris Family Trust is organized in California.
The Harris Family Charitable Remainder Unitrust dated October 19, 1993
(the "Harris Unitrust"), whose residence address is c/o Moritz & Associates,
Inc., V. William Moritz, Administrator, 4570 Hilton Parkway, Suite 103,
Colorado Springs, Colorado. The Harris Unitrust was established for general
charitable purposes. The Harris Unitrust is organized in California.
General Atlantic Partners II, L.P. ("GAP II"), whose business address
is Three Pickwick Plaza, Greenwich, CT 06830. GAP II is engaged in
acquiring, holding and disposing of interests in various companies for
investment purposes. GAP II is organized in Delaware. The general partner of
GAP II is General Atlantic Partners, LLC ("GAP LLC"), a Delaware limited
liability company whose business address is Three Pickwick Plaza, Greenwich, CT
06830. The managing members of GAP LLC are Steven A. Denning, David C.
Hodgson, Stephen P. Reynolds, J. Michael Cline, William O. Grabe and William
E. Ford.
GAP-Compuware Partners, L.P. ("GAP-Compuware") and GAP-Amsterdam
Partners, L.P. ("GAP-Amsterdam") whose business address is 125 East 56th
Street, New York, New York 10022. GAP-Compuware and GAP-Amsterdam are engaged
in acquiring, holding and disposing of interests
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in various companies for investment purposes. GAP-Compuware and GAP-Amsterdam
are organized in Delaware. The general partner of GAP-Compuware and
GAP-Amsterdam is Stephen P. Reynolds.
The Thewes Charitable Remainder Annuity Trust U/A dated August 10,
1994 is no longer a member of the group.
None of the members of the group has, during the last five years, been
convicted in a criminal proceeding or been a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 8 is being filed as a result of transactions,
including both acquisitions and dispositions, of the Company's Common Stock, as
described in Item 5(c). The acquisitions by Messrs. Karmanos and Thewes
described in Item 5(c) were funded by personal funds; ($10,007,739 in the case
of Mr. Karmanos and $10,007,739 in the case of Mr. Thewes). In connection with
the foregoing purchases, a total of $3,597,546 had been borrowed by Mr.
Karmanos from Donaldson, Lufkin & Jenrette Securities Corporation pursuant to a
margin loan arrangement as of February 8, 1996.
Mr. Karmanos, Mr. Thewes, Mr. Lobsinger, Mr. Prowse, Mr. Nathan and the
Cutting Trust acquired the shares beneficially owned by them at various times
from April 1973 through November 1992 for consideration which did not exceed
$1,203,252 in the aggregate and the source of which was their own personal
funds. Of the shares of Common Stock beneficially owned by GAP II and
GAP-Compuware, an aggregate of 5,876,371 shares of Common Stock were acquired
by them on December 15, 1992 upon the conversion and redemption of 729,395
shares of the Company's Convertible Participating Preferred Stock, which shares
of Convertible Participating Preferred Stock were acquired from the Company in
November 1989 for the aggregate consideration of approximately $30,000,000, the
source of which was their working capital (GAP II and GAP-Compuware
subsequently sold an aggregate of 2,130,000 of these shares of Common Stock in
the IPO). GAP II and GAP-Compuware acquired the remaining 1,411,270 shares of
Common Stock beneficially owned by them in June 1990 at a price per share of
$4.33, the source of which was their own working capital. The Long Family
Trust, the Long Unitrust and the Harris Family Trust acquired the shares of
Common Stock beneficially owned by each of them in August 1990 and January 1991
as a result of a merger of the Company and Centura Software which occurred in
August 1990. The Thewes 1995 Trust, Harris Unitrust, W. and K. Long Unitrust,
J. Cutting Trust and General Atlantic Partners became members of the group when
shares held by original group members were transferred. GAP-Amsterdam became a
member of the group when the Company acquired all of the stock of Uniface
Holding, B.V., a Netherlands corporation ("Uniface"). GAP-Amsterdam's shares
in Uniface were exchanged for shares in the Company pursuant to the terms of
the Exchange Agreement.
ITEM 4. PURPOSE OF TRANSACTION
The members of the group have agreed, pursuant to two separate
shareholder agreements described in greater detail in Item 6 below, to grant to
Peter Karmanos, Jr. the power to vote the
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shares of Common Stock which they own for a period of ten years beginning on
the effective date of the IPO Registration Statement, which date was December
15, 1992. In the event that Mr. Karmanos shall die before the end of such ten
year period, Mr. Thomas Thewes, if he survives Mr. Karmanos, shall receive the
right to vote the group's shares of Common Stock for the remainder of such
period. As a result of such proxies, Mr. Karmanos now controls, and Mr. Thewes
may in the future control, the vote of approximately 14.9% of the issued and
outstanding shares of Common Stock (17.7% assuming the exercise of all stock
options exercisable within 60 days of the date hereof held by Mr. Karmanos and
the other members of the group).
Mr. Karmanos and Mr. Thewes are the founders of the Company. The other
group members have worked with or for or have been shareholders of the Company
for a significant period of time. As a result of such association, the group
members share certain common views regarding the Company and its direction for
the future. Thus, the purpose of granting such proxies to Mr. Karmanos was to
enable him to exercise voting control over the affairs of the Company in order
that these common views could effectively be put into place.
As to Item 5(c), Mr. Karmanos has acquired 429,440 shares of the
Company's common stock since February 9, 1996, and Mr. Thewes has acquired
429,440 shares of the Company's common stock since February 9, 1996, in open
market transactions. To the best of the undersigned's knowledge neither Mr.
Karmanos nor the group has any present intention, other than in the ordinary
course of business, of engaging in any of the following types of activities:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company, although various
members of the group are free to sell in open market transactions or make
gifts, should they so desire, from time to time and have indicated they may do
so if they decide the time and/or market price, are in their view appropriate;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's articles of incorporation or bylaws
which may impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
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(i) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Peter Karmanos, Jr., individually and as Trustee of the Karmanos
Trust, beneficially owns 7,505,612 shares of Common Stock (which includes
1,223,700 shares subject to stock options held by Mr. Karmanos and members of
the group exercisable within 60 days of the date of this Schedule 13D) or 17.7%
of the issued and outstanding shares of Common Stock. Thomas Thewes,
individually and as Trustee of the Thewes Trust, beneficially owns 2,030,475
shares of Common Stock (which includes 277,900 shares owned by Mr. Thewes'
children which are also subject to the shareholder agreements discussed above
and as to which Mr. Thewes disclaims beneficial ownership) or 4.8% of the
issued and outstanding shares of Common Stock. The Thewes 1995 Trust
beneficially owns 161,400 shares of Common Stock or 0.4% of the issued and
outstanding shares of Common Stock. Michael J. Lobsinger, individually and as
Trustee of the Lobsinger Trust, beneficially owns 265,403 shares of Common
Stock or 0.6% of the issued and outstanding shares of Common Stock. Walter
James Prowse III, individually and as Trustee of the Prowse Trust, beneficially
owns 587,115 shares of Common Stock (which includes 316,200 shares subject to
stock options held by Mr. Prowse exercisable within 60 days of the date of this
schedule 13D) or 1.4% of the issued and outstanding shares of Common Stock.
Joseph A. Nathan beneficially owns 284,066 shares of Common Stock (which
includes 261,300 shares subject to stock options held by Mr. Nathan exercisable
within 60 days of the date of this Schedule 13D) or 0.7% of the issued and
outstanding shares of Common Stock. The Cutting Trust beneficially owns
335,000 shares of Common Stock or 0.8% of the issued and outstanding shares of
Common Stock. The J. Cutting Trust beneficially owns 486,984 shares of Common
Stock or 1.2% of the issued and outstanding shares of Common Stock. The Long
Family Trust beneficially owns 7,058 shares of Common Stock or 0.02% of the
issued and outstanding shares of Common Stock. The Long Unitrust beneficially
owns 2,868 shares of Common Stock or 0.01% of the issued and outstanding shares
of Common Stock. The W. and K. Long Unitrust beneficially owns 2,500 shares of
Common Stock or 0.01% of the issued and outstanding shares of Common Stock.
The Harris Family Trust beneficially owns 42,425 shares of Common Stock or 0.1%
of the issued and outstanding shares of Common Stock. The Harris Unitrust
beneficially owns no shares of Common Stock. GAP II beneficially owns 736,858
shares of Common Stock or 1.7% of the issued and outstanding shares of Common
Stock. GAP LLC beneficially owns no shares of Common Stock. GAP-Amsterdam
beneficially owns no shares of Common Stock. GAP-Compuware beneficially owns
no shares of Common Stock. The group beneficially owns 7,505,612 shares of
Common Stock in the aggregate (which includes 1,223,700 shares subject to stock
options held by members of the group exercisable within 60 days of the date of
this Schedule 13D) or 17.7% of the issued and outstanding shares of Common
Stock.
(b) Other than Mr. Karmanos (who has the sole power to vote all of the
shares beneficially owned by him), none of the members of the group have any
voting power with respect to the shares beneficially owned by them. Mr.
Karmanos has the sole power to dispose of or direct the disposition of
2,841,360 shares of the Common Stock beneficially owned by him, Mr. Thewes has
the sole power to dispose of or direct the disposition of 1,913,975 shares of
the Common Stock beneficially owned by him (which includes 161,400 shares
beneficially owned by the Thewes 1995 Trust) and Mr. Prowse has the sole power
to dispose of or direct the disposition of 587,115 shares of the Common
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Stock beneficially owned by him. All other members of the group have the sole
power to dispose of or direct the disposition of all shares beneficially owned
by each of them.
(c) The following transfers were made by members of the group:
_ On October 13, 1994 the Karmanos Trust disposed of by gift 5,320
shares of Common Stock. On October 14, 1994 the Karmanos Trust
disposed of by gift 220 shares of Common Stock. On December 20, 1994
the Karmanos Trust disposed of by gift 700 shares of Common Stock. On
March 16, 1995 the Karmanos Trust disposed of by gift 2,041 shares of
Common Stock. On March 31, 1995 Karmanos Trust acquired 84 shares of
Common Stock through the distribution made by the Company's Employees'
Stock Ownership Plan and 401(k) Salary Reduction Arrangement. On
October 25, 1995 the Karmanos Trust acquired the option to purchase
20,000 shares of Common Stock at $22.00 per share. On January 2, 1996
the Karmanos Trust disposed of by gift 50,000 shares of Common Stock.
On January 9, 1996 the Karmanos Trust disposed of by gift 15,408
shares of Common Stock. On January 11, 1996 the Karmanos Trust
disposed of by gift 9,864 shares of Common Stock.
_ Based on the market price of Compuware securities, the Karmanos Trust
acquired the following shares in the ordinary course of business: On
February 9, 1996 the Karmanos Trust acquired 23,000 shares of Common
Stock at prices between $21.75 and $22.50 per share. On February 12,
1996 the Karmanos Trust acquired 13,000 shares of Common Stock at
prices of $22.00 and $22.25 per share. On February 13, 1996 the
Karmanos Trust acquired 14,000 shares of Common Stock at prices
between $21.625 and $22.50 per share. On February 14, 1996 the
Karmanos Trust acquired 12,500 shares of Common Stock at prices of
$21.75 and $21.875 per share. On February 15, 1996 the Karmanos Trust
acquired 5,000 shares of Common Stock at $21.875 per share. On
February 20, 1996 the Karmanos Trust acquired 20,000 shares of Common
Stock at prices between $22.00 and $22.50 per share. On February 21,
1996 the Karmanos Trust acquired 12,500 shares of Common Stock at
$23.00 per share. On February 22, 1996 the Karmanos Trust acquired
21,000 shares of Common Stock at prices between $23.375 and $23.625
per share. On February 23, 1996 the Karmanos Trust acquired 8,500
shares of Common Stock at $22.875 and $23.00 per share. On February
26, 1996 the Karmanos Trust acquired 10,000 shares of Common Stock at
$22.75 per share. On February 27, 1996 the Karmanos Trust acquired
32,500 shares of Common Stock at $22.75 and $22.875 per share. On
February 28, 1996 the Karmanos Trust acquired 40,000 shares of Common
Stock at $23.2266 per share. On February 29, 1996 the Karmanos Trust
acquired 40,000 shares of Common Stock at $23.00 per share. On March
1, 1996 the Karmanos Trust acquired 27,000 shares of Common Stock at
$23.00 per share. On March 4, 1996 the Karmanos Trust acquired 20,000
shares of Common Stock at prices of $22.50 and $22.625 per share. On
March 5, 1996 the Karmanos Trust acquired 10,000 shares of Common
Stock at $22.625 per share. On March 6, 1996 the Karmanos Trust
acquired 12,500 shares of Common Stock at prices between $22.75 and
$23.125 per share. On March 7, 1996 the Karmanos Trust acquired
12,500 shares of Common Stock at $22.75 per share. On March 8, 1996
the Karmanos Trust acquired 7,500 shares of Common Stock at prices of
$23.00 and $23.25 per share. On March 11, 1996 the Karmanos Trust
acquired 5,000 shares of Common Stock at $23.50 per share. On March
12, 1996 the Karmanos Trust acquired 5,000 shares of Common Stock at
$24.75 per share. On March 13, 1996 the Karmanos Trust acquired
43,440 shares of Common Stock at prices of $24.375 and $25.00
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per share. On March 13, 1996 the Karmanos Trust disposed of by gift
5,272 shares of Common Stock. On March 14, 1996 the Karmanos Trust
acquired 17,500 shares of Common Stock at $26.00 per share. On March
15, 1996 the Karmanos Trust acquired 17,000 shares of Common Stock at
prices of $26.625 and $26.75 per share.
_ On January 25, 1995 the Thewes Trust disposed of by gift 75,000 shares
of Common Stock. On January 27, 1995 the Thewes Trust disposed of by
gift 345,000 shares of Common Stock. On March 30, 1995 the Thewes
Trust acquired, through the exercise of stock options, 139,800 shares
of Common Stock and disposed of by transfer to the Thewes 1995 Trust
139,800 shares of Common Stock. On March 31, 1995 the Thewes Trust
acquired 84 shares of Common Stock through the distribution made by
the Company's Employees' Stock Ownership Plan and 401(k) Salary
Reduction Arrangement. On April 7, 1995 the Thewes Trust acquired,
through the exercise of stock options, 21,600 shares of Common Stock
and disposed of by transfer to the Thewes 1995 Trust 21,600 shares of
Common Stock. On April 17, 1995 the Thewes Trust disposed of by gift
41,000 shares of Common Stock. On June 19, 1995 the Thewes Trust
disposed of by gift 1,000 shares of Common Stock. On September 25,
1995 the Thewes Trust disposed of by gift 50,000 shares of Common
Stock. On October 25, 1995 the Thewes Trust acquired the option to
purchase 20,000 shares of Common Stock at $22.00 per share. On
November 8, 1995 the Thewes Trust disposed of by transfer to the
Thewes 1995 Trust the option to purchase 20,000 shares of Common Stock
at $22.00 per share. On January 4, 1996 the Thewes Trust disposed of
by transfer 300,000 shares of Common Stock (150,000 of the shares were
transferred to the Thewes 1995 Trust). On January 8, 1996 the Thewes
Trust disposed of by gift 49,200 shares of Common Stock. On January
10, 1996 the Thewes Trust acquired 150,000 shares of Common Stock from
the Thewes 1995 Trust (transferred to trusts for the benefit of Mr.
Thewes' children).
_ Based on the market price of Compuware securities, the Thewes Trust
acquired the following shares in the ordinary course of business: On
February 9, 1996 the Thewes Trust acquired 23,000 shares of Common
Stock at prices between $21.75 and $22.50 per share. On February 12,
1996 the Thewes Trust acquired 13,000 shares of Common Stock at prices
of $22.00 and $22.25 per share. On February 13, 1996 the Thewes Trust
acquired 14,000 shares of Common Stock at prices between $21.625 and
$22.50 per share. On February 14, 1996 the Thewes Trust acquired
12,500 shares of Common Stock at prices of $21.75 and $21.875 per
share. On February 15, 1996 the Thewes Trust acquired 5,000 shares of
Common Stock at $21.875 per share. On February 20, 1996 the Thewes
Trust acquired 20,000 shares of Common Stock at prices between $22.00
and $22.50 per share. On February 21, 1996 the Thewes Trust acquired
12,500 shares of Common Stock at $23.00 per share. On February 22,
1996 the Thewes Trust acquired 21,000 shares of Common Stock at prices
between $23.375 and $23.625 per share. On February 23, 1996 the
Thewes Trust acquired 8,500 shares of Common Stock at $22.875 and
$23.00 per share. On February 26, 1996 the Thewes Trust acquired
10,000 shares of Common Stock at $22.75 per share. On February 27,
1996 the Thewes Trust acquired 32,500 shares of Common Stock at $22.75
and $22.875 per share. On February 28, 1996 the Thewes Trust acquired
40,000 shares of Common Stock at $23.2266 per share. On February 29,
1996 the Thewes Trust acquired 40,000 shares of Common Stock at $23.00
per share. On March 1, 1996 the Thewes Trust acquired 27,000 shares of
Common Stock at $23.00 per share. On March 4, 1996 the Thewes Trust
acquired 20,000 shares of Common Stock at prices of $22.50 and $22.625
per share. On March 5, 1996 the Thewes Trust acquired 10,000 shares of
Common Stock at $22.625 per share. On March 6, 1996 the Thewes Trust
acquired 12,500 shares of Common Stock at prices between $22.75 and
$23.125 per share. On March 7, 1996 the Thewes Trust
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acquired 12,500 shares of Common Stock at $22.75 per share. On March
8, 1996 the Thewes Trust acquired 7,500 shares of Common Stock at
prices of $23.00 and $23.25 per share. On March 11, 1996 the Thewes
Trust acquired 5,000 shares of Common Stock at $23.50 per share. On
March 12, 1996 the Thewes Trust acquired 5,000 shares of Common Stock
at $24.75 per share. On March 13, 1996 the Thewes Trust acquired
43,440 shares of Common Stock at prices of $24.375 and $25.00 per
share. On March 14, 1996 the Thewes Trust acquired 17,500 shares of
Common Stock at $26.00 per share. On March 15, 1996 the Thewes Trust
acquired 17,000 shares of Common Stock at prices of $26.625 and
$26.75 per share.
_ On March 30, 1995, the Thewes 1995 Trust acquired 139,800 shares of
Common Stock from the Thewes Trust. On April 7, 1995 the Thewes 1995
Trust acquired 21,600 shares of Common Stock from the Thewes Trust.
On November 8, 1995 the Thewes 1995 Trust acquired the option to
purchase 20,000 shares of Common Stock at $22.00 per share from the
Thewes Trust. On January 4, 1996 the Thewes 1995 Trust acquired
150,000 shares of Common Stock from the Thewes Trust. On January 10,
1996 the Thewes 1995 Trust transferred 150,000 shares of Common Stock
to the Thewes Trust (transferred to trusts for the benefit of Mr.
Thewes' children).
_ On December 14, 1994 the Lobsinger Trust acquired, through the
exercise of stock options, 63,600 shares of Common Stock. On February
3, 1995 the Company's Employees' Stock Ownership Plan and 401(k)
Salary Reduction Arrangement transferred 35,391 shares of Common Stock
directly into the Lobsinger Trust. On February 3, 1995 the Lobsinger
Trust acquired 35,391 shares of Common Stock from shares held for Mr.
Lobsinger in the Company's Employees' Stock Ownership Plan and 401(k)
Salary Reduction Arrangement. On February 9, 1995 the Lobsinger Trust
acquired, through the exercise of stock options, 5,000 shares of
Common Stock and sold on the open market 5,000 shares of Common Stock
at $37.00 per share for an aggregate consideration of $185,000. On
February 10, 1995 the Lobsinger Trust: (i) acquired, through the
exercise of stock options, 10,000 shares of Common Stock and sold on
the open market 10,000 shares of Common Stock at $36.75 per share for
an aggregate consideration of $367,500; (ii) acquired, through the
exercise of stock options, 27,900 shares of Common Stock and sold on
the open market 27,900 shares of Common Stock at $36.75 per share for
an aggregate consideration of $1,025,325; and (iii) acquired, through
the exercise of stock options, 75,000 shares of Common Stock and sold
on the open market 75,000 shares of Common Stock at $36.75 per share
for an aggregate consideration of $2,756,250. On April 7, 1995 the
Lobsinger Trust acquired, through the exercise of stock options,
24,300 shares of Common Stock. On October 25, 1995 the Lobsinger
Trust acquired the option to purchase 20,000 shares of Common Stock at
$22.00 per share. On January 1, 1996 the Lobsinger Trust disposed of
by cancellation the option to purchase 20,000 shares of Common Stock
at $22.00 per share.
_ On March 31, 1995 the Prowse Trust acquired 84 shares of Common Stock
through the distribution made by the Company's Employees' Stock
Ownership Plan and 401(k) Salary Reduction Arrangement. On May 30,
1995 the Prowse Trust (from shares held by Mr. Prowse's son) sold on
the open market 1,300 shares of Common Stock at $29.75 per share for
an aggregate consideration of $38,675. On November 6, 1995 the Prowse
Trust (from shares held by Mr. Prowse's son) sold on the open market
2,300 shares of Common Stock at $23.50 per share for an aggregate
consideration of $54,050. Effective March 15, 1996, Mr. Prowse's son
was no longer subject to the shareholder agreements discussed above.
On October 25, 1995 the Prowse Trust acquired the option to purchase
25,000 shares of Common Stock with an exercise price of $22.00 per
share.
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_ On February 3, 1995 Mr. Nathan acquired, through the exercise of stock
options, 10,000 shares of Common Stock and sold on the open market
10,000 shares of Common Stock at $37.00 per share for an aggregate
consideration of $370,000. On February 6, 1995 Mr. Nathan acquired,
through the exercise of stock options, 3,000 shares of Common Stock
and sold on the open market 3,000 shares of Common Stock at $37.00 per
share for an aggregate consideration of $111,000. On February 9, 1995
Mr. Nathan acquired, through the exercise of stock options, 20,000
shares of Common Stock and sold on the open market 20,000 shares of
Common Stock at $37.00 per share for an aggregate consideration of
$740,000. On February 10, 1995 Mr. Nathan acquired, through the
exercise of stock options, 20,000 shares of Common Stock and sold on
the open market 20,000 shares of Common Stock at $37.00 per share for
an aggregate consideration of $740,000.On February 13, 1995 Mr. Nathan
(i) acquired, through the exercise of stock options, 20,200 shares of
Common Stock and sold on the open market 20,200 shares of Common Stock
at $37.00 per share for an aggregate consideration of $747,400; (ii)
acquired, through the exercise of stock options, 9,000 shares of
Common Stock and sold on the open market 9,000 shares of Common Stock
at $37.25 per share for an aggregate consideration of $335,250; (iii)
sold on the open market 10,000 shares of Common Stock at $37.375 per
share for an aggregate consideration of $373,750; and (iii) sold on
the open market 11,000 shares of Common Stock at $37.25 per share for
an aggregate consideration of $409,750. On March 31, 1995 Mr. Nathan
acquired 84 shares of Common Stock through the distribution made by
the Company's Employees' Stock Ownership Plan and 401(k)Salary
Reduction Arrangement. On October 25, 1995 Mr. Nathan acquired the
option to purchase 100,000 shares of Common Stock at $22.00 per
share.
_ On June 19, 1995 the Cutting Trust disposed of by transfer to the J.
Cutting Trust 22,984 shares of Common Stock. On November 8, 1995 the
Cutting Trust disposed of by transfer to the J. Cutting Trust 125,000
shares of Common Stock.
_ On October 18, 1994 the J. Cutting Trust disposed of by gift 1,000
shares of Common Stock. On June 19, 1995 the J. Cutting Trust
acquired 22,984 shares of Common Stock transferred from the Cutting
Trust. On October 12, 1995 the J. Cutting Trust disposed of by gift
102,000 shares of Common Stock. On November 8, 1995 the J. Cutting
Trust acquired 125,000 shares of Common Stock by transfer from the
Cutting Trust.
_ On March 14, 1995 the Long Family Trust disposed of by transfer to the
Long Unitrust 2,000 shares of Common Stock. On April 17, 1995 the Long
Family Trust acquired 5,000 shares of Common Stock. On September 20,
1995 the Long Family Trust sold on the open market 5,000 shares of
Common Stock at $23.50 per share for an aggregate consideration of
$117,500. On October 3, 1995 the Long Family Trust sold on the open
market 10,000 shares of Common Stock at $19.25 per share for an
aggregate consideration of $192,500. On November 9, 1995 the Long
Family Trust sold on the open market 20,000 shares of Common Stock at
$23.375 per share for an aggregate consideration of $467,500. On
March 13, 1996 the Long Family Trust sold on the open market 60,000
shares of Common Stock at $24.75 per share for an aggregate
consideration of $1,485,000.
_ On March 14, 1995 the Long Unitrust acquired 2,000 shares of Common
Stock from the Long Family Trust and sold on the open market 4,800
shares of Common Stock at $36.75 per share for an aggregate
consideration of $176,400.
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_ To correct prior filings it is necessary to note that (i) on or about
March 8, 1993 the Harris Family Trust transferred and sold on the open
market 4,938 shares of Common Stock and (ii) on August 19, 1993 the
Harris Family Trust sold on the open market 4,000 shares of Common
Stock at $27.50 per share for an aggregate consideration of $110,000.
_ On May 31, 1995 the Harris Family Trust acquired 500 shares of Common
Stock. On July 12, 1995 the Harris Family Trust acquired 2,000 shares
of Common Stock. On July 14, 1995 the Harris Family Trust acquired
1,000 shares of Common Stock. On July 17, 1995 the Harris Family
Trust acquired 2,000 shares of Common Stock. On October 3, 1995 the
Harris Family Trust sold on the open market 5,000 shares of Common
Stock at $22.00 per share for an aggregate consideration of $110,000.
_ On May 26, 1995 GAP II disposed of by transfer to the Company 89,858
shares of Common Stock pursuant to an escrow agreement.
_ On May 26, 1995 GAP-Amsterdam disposed of by transfer to the Company
9,943 shares of Common Stock pursuant to an escrow agreement.
Other than the foregoing dispositions, there were no other
transactions in Common Stock by any members of the group within the
past 60 days.
(d) No other person other than those listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities owned by any member of the group.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On November 5, 1992, Peter Karmanos, Jr., individually and as Trustee
of the Karmanos Trust, Thomas Thewes, individually and as Trustee of the Thewes
Trust, Michael J. Lobsinger, individually and as Trustee of the Lobsinger
Trust, W. James Prowse, individually and as Trustee of the Prowse Trust, Joseph
A. Nathan, the Cutting Trust, the Long Family Trust, the Long Unitrust and the
Harris Family Trust entered into a shareholder agreement pursuant to which they
each granted to Peter Karmanos, Jr., Chairman of the Board and Chief Executive
Officer and a Director of the Company, a ten-year proxy to vote the shares of
Common Stock held by them (11,753,737 shares in the aggregate, which includes
725,564 shares subject to options exercisable within 60 days of the date
thereof) or acquired by them during the term of the agreement. In addition, on
October 22, 1992, GAP II and GAP-Compuware entered into a shareholder agreement
with Mr. Karmanos granting him a ten-year proxy to vote their shares of Common
Stock (5,149,521 shares in the aggregate). Pursuant to both such agreements
the proxies will be exercisable by Thomas Thewes if he survives Mr. Karmanos.
Shareholders under both such agreements may sell their shares at any time in
bona fide open market transactions free of the proxies granted to Mr. Karmanos.
Under their agreement, GAP II and GAP-Compuware have also agreed for a ten-year
period not to increase their ownership of Common Stock. As a result of such
shareholder agreements at the present time Peter Karmanos, Jr. has the power to
vote 14.9% of the outstanding shares of Common Stock (17.7% assuming the
exercise of all stock options exercisable within 60 days of the date hereof
held by Mr. Karmanos and the other members of the group).
<PAGE> 28
Page 28 of 34
In addition, pursuant to the agreement among the Company, Peter
Karmanos, Jr., Thomas Thewes, GAP II and GAP-Compuware, in the event Peter
Karmanos, Jr. dies or is declared mentally incompetent prior to October 22,
2002, then, if each of Thomas Thewes, on the one hand, and GAP II and
GAP-Compuware, on the other hand, own in the aggregate 5% or more of the
outstanding Common Stock of the Company, the selection of the Chief Executive
Officer of the Company shall require the affirmative vote of at least 63% of
the number of members of the Board of Directors. Such agreement also provides
that GAP II and GAP-Compuware are entitled, for so long as they and their
affiliates together shall hold in the aggregate at least five (5%) percent of
the outstanding shares of Common Stock, to designate one director to the Board
of Directors of the Company, and Mr. Karmanos and Mr. Thewes have agreed that
they will vote their shares and the shares over which they hold proxies for the
election of such director.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Compuware Corporation Shareholder Agreement, dated as of
November 5, 1992, among the Company and certain of its shareholders.*
Exhibit B - Letter Agreement, dated October 22, 1992, among the
Company, Peter Karmanos, Jr., Thomas Thewes, General Atlantic Partners II, L.P.
and GAP - Compuware Partners, L. P.*
* Previously filed with the group's Schedule 13D dated December 31, 1992.
<PAGE> 29
Page 29 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 8, 1996
-------
/s/ Peter Karmanos, Jr.
------------------------------------------
Peter Karmanos, Jr., Individually and
as Trustee of the Peter Karmanos, Jr.,
Revocable Living Trust U/A/D June 17, 1975
------------------------------------------
Thomas Thewes, Individually and as
Trustee of the Thomas Thewes Revocable
Living Trust U/A/D August 8, 1974
------------------------------------------
James E. Mulvoy, Trustee of the T. Thewes
1995 Trust U/A 3/29/95
/s/ Walter James Prowse III
------------------------------------------
Walter James Prowse III, Individually and
as Trustee of the Walter James Prowse III
Revocable Living Trust U/T/D
December 10, 1985
/s/ Michael J. Lobsinger
-----------------------------------------
Michael J. Lobsinger, Individually and as
Trustee of the Michael J. Lobsinger
Revocable Living Trust U/T/D
April 24, 1986
/s/ Joseph A. Nathan
------------------------------------------
Joseph A. Nathan
<PAGE> 30
Page 30 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 8, 1996
------
------------------------------------------
Peter Karmanos, Jr., Individually and
as Trustee of the Peter Karmanos, Jr.,
Revocable Living Trust U/A/D June 17, 1975
/s/ Thomas Thewes
------------------------------------------
Thomas Thewes, Individually and as
Trustee of the Thomas Thewes Revocable
Living Trust U/A/D August 8, 1974
/s/ James E. Mulvoy
------------------------------------------
James E. Mulvoy, Trustee of the T. Thewes
1995 Trust U/A 3/29/95
------------------------------------------
Walter James Prowse III, Individually and
as Trustee of the Walter James Prowse III
Revocable Living Trust U/T/D
December 10, 1985
------------------------------------------
Michael J. Lobsinger, Individually and as
Trustee of the Michael J. Lobsinger
Revocable Living Trust U/T/D
April 24, 1986
------------------------------------------
Joseph A. Nathan
<PAGE> 31
Page 31 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 8, 1996
--------
/s/ Douglas Bajor
-------------------------------------
Comerica Bank-Detroit, Trustee of the
Allen B. Cutting Living Trust U/A/D
August 3, 1978
/s/ Douglas Bajor for Joan Cutting
-------------------------------------
Joan L. Cutting, Trustee of the
Allen B. Cutting Living Trust U/A/D
August 3, 1978
Joan L. Cutting, Trust
By:/s/ Douglas Bajor for Joan Cutting
----------------------------------
Its: Trustee
LONG FAMILY TRUST
By
-----------------------------------
Its: Trustee
LONG FAMILY CHARITABLE REMAINDER
UNITRUST
By:
----------------------------------
Its: Trustee
WILLIAM D. AND KAY K. LONG
CHARITABLE REMAINDER UNITRUST
By:
---------------------------------
Its: Trustee
<PAGE> 32
Page 32 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 13, 1996
--------
-------------------------------------
Comerica Bank-Detroit, Trustee of the
Allen B. Cutting Living Trust U/A/D
August 3, 1978
---------------------------------
Joan L. Cutting, Trustee of the
Allen B. Cutting Living Trust U/A/D
August 3, 1978
Joan L. Cutting, Trust
By:
---------------------------------
Its: Trustee
LONG FAMILY TRUST
By /s/ William D. Long
---------------------------------
Its: Trustee
LONG FAMILY CHARITABLE REMAINDER
UNITRUST
By: /s/ William D. Long
---------------------------------
Its: Trustee
WILLIAM D. AND KAY K. LONG
CHARITABLE REMAINDER UNITRUST
By: /s/ William D. Long
---------------------------------
Its: Trustee
<PAGE> 33
Page 33 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 8, 1996
--------
/s/ Edward F. Harris
/s/ Sandra E. Harris
-----------------------------------------
Edward F. Harris and Sandra E. Harris,
or their successors, as Trustees under
the Edward F. Harris and Sandra E. Harris
Trust Agreement dated June 19, 1991
HARRIS FAMILY CHARITABLE REMAINDER
UNITRUST
By:/s/ Edward F. Harris
--------------------------------------
Its: Trustee
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners
Its: General Partner
By:
-----------------------------------
Its:
GAP - COMPUWARE PARTNERS, L.P.
By:
--------------------------------------
Its:
GENERAL ATLANTIC PARTNERS
By:
--------------------------------------
Its:
GAP - AMSTERDAM PARTNERS, L.P.
By:
--------------------------------------
Its:
<PAGE> 34
Page 34 of 34
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement regarding the undersigned is true and correct.
Date: May 14, 1996
----------
-----------------------------------------
Edward F. Harris and Sandra E. Harris,
or their successors, as Trustees under
the Edward F. Harris and Sandra E. Harris
Trust Agreement dated June 19, 1991
HARRIS FAMILY CHARITABLE REMAINDER
UNITRUST
By:
--------------------------------------
Its: Trustee
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC
Its: General Partner
By:/s/ J. Michael Cline
--------------------------------------
J. Michael Cline
Its: Managing Member
GENERAL ATLANTIC PARTNERS, LLC
By:/s/ J. Michael Cline
--------------------------------------
J. Michael Cline
Its: Managing Member
GAP - AMSTERDAM PARTNERS, L.P.
By:/s/ J. Michael Cline
--------------------------------------
J. Michael Cline
Its: General Partner
