<PAGE> 1
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OMB APPROVAL
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OMB Number: 3235-0145
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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. 13)*
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
(248) 737-7300
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
September 30, 1998
- --------------------------------------------------------------------------------
(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 / /.
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 44 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
20,850,223
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,706,215
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,850,223
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2
- --------------------------------------------------------------------------------
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 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Karmanos, Jr. Stock Limited Partnership
- --------------------------------------------------------------------------------
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
Untied States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,605,601
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,605,601
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 4 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Debra Glendening Karmanos
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
524,821
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
524,821
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 5 OF 44 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,975,536
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,975,536
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
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 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Thewes 1995 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,114,760
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,114,760
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 7 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thewes Charitable Annuity Lead Trust U/A/D 4/2/97
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
800,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 8 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Thewes Charitable Annuity Lead Trust U/A 6/9/98
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
200,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 9 OF 44 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
998,862
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
998,862
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 10 OF 44 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,696,020
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,020
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN,00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 11 OF 44 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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
205,436
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,436
- --------------------------------------------------------------------------------
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*
IN,00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 12 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
761,814
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,814
- --------------------------------------------------------------------------------
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> 13
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 13 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
821,122
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,122
- --------------------------------------------------------------------------------
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> 14
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 14 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen B. Cutting Foundation
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
320,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Foundation)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 15
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 15 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
47,864
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,864
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 16
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 16 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
11,472
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,472
- --------------------------------------------------------------------------------
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> 17
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 17 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.001%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 18
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 18 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
700
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0004%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 19
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 19 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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> 20
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 20 OF 44 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partner 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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> 21
SCHEDULE 13D
CUSIP NO. 205638-10-9 PAGE 21 OF 44 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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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> 22
Page 22 of 44
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 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.
Peter Karmanos, Jr. Stock Limited Partnership dated February 7, 1996
(the "Karmanos Partnership"), whose business address is 31440 Northwestern
Highway, Farmington Hills, Michigan 48334. The Karmanos Partnership was
established to hold certain assets for the benefit of Mr. Karmanos' family.
Debra Glendening Karmanos, ("Glendening Karmanos"), whose business
address is 31440 Northwestern Highway, Farmington Hills, Michigan 48334. Mrs.
Karmanos is the wife of Peter Karmanos, Jr. Mrs. 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
business 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.
The Thewes Charitable Annuity Lead Trust U/A/D 4/2/97 (the "Thewes 1997
Trust"), whose business address is c/o Denison Maxwell, James E. Mulvoy,
Trustee, 1750 S. Telegraph Road, #301, Bloomfield Hills, Michigan 48302-0179.
The Thewes 1997 Trust was established to hold certain assets for the benefit of
members of the Thewes family. The Thewes 1997 Trust is organized in Michigan.
<PAGE> 23
Page 23 of 44
The Thomas Thewes Charitable Annuity Lead Trust UA 6/9/98 (the "Thewes
1998 Trust") whose business address is c/o Denison Maxwell, James E. Mulvoy,
Trustee, 1750 S. Telegraph Road, #301, Bloomfield Hills, Michigan 48302-0179.
The Thewes 1998 Trust was established to hold certain assets for the benefit of
members of the Thewes family. The Thewes 1998 Trust is organized in Michigan.
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.
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.
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, but is neither an
employee nor a director of the Company. Mr. Lobsinger is a citizen of the United
States of America.
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 established to hold certain assets for the benefit of its
trustee, Joan Cutting. The J. Cutting Trust is organized in Michigan.
The Allen B. Cutting Foundation dated October 30, 1996 (the "Cutting
Foundation") by William Vanover, Registered Agent. The Cutting Foundation's
business address is 838 Long Lake Road, Suite 100, Bloomfield Hills, Michigan
48302. The Cutting Foundation was established to hold certain assets for
charitable purposes.
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.
<PAGE> 24
Page 24 of 44
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, by Edward F. Harris and Sandra E. Harris, or their successors, as
trustees, has been renamed the Harris Family Trust (the "Harris Family Trust").
The Harris Family Trust's residence address is 5541 Country Club Parkway, San
Jose, California 95138. 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 c/o General Atlantic Services Corporation, 3 Pickwick Plaza, Greenwich,
Connecticut 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 c/o
General Atlantic Services Corporation, 3 Pickwick Plaza, Greenwich, Connecticut
06830. GAP-Amsterdam Partners, L.P. ("GAP-Amsterdam") has been dissolved.
GAP-Compuware Partners, L.P. ("GAP-Compuware") has been dissolved.
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.
<PAGE> 25
Page 25 of 44
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 12 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).
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 Karmanos Partnership, Glendening Karmanos, Thewes 1995 Trust, Thewes 1997
Trust, W. and K. Long Unitrust, Harris Unitrust, J. Cutting Trust, Cutting
Foundation 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
All of the members of the group except Glendening Karmanos and the
Thomas Thewes 1998 Trust 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 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. Glendening Karmanos and the
Thewes 1998 Trust have agreed, pursuant to separate shareholder agreements
described in greater detail in Item 6 below, to grant to Peter Karmanos, Jr. the
power to vote the shares of Common Stock which they own. As a result of such
proxies, Mr. Karmanos now controls the vote of approximately 10.1% of the issued
and outstanding shares of Common Stock (11.2% 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> 26
Page 26 of 44
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. Lobsinger acquired shares of the Company's Common
Stock on the open market since September 30, 1996. To the best of the
undersigned's knowledge neither Mr. Lobsinger nor any member of 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;
(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.
<PAGE> 27
Page 27 of 44
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Peter Karmanos, Jr., individually and as Trustee of the Karmanos
Trust, beneficially owns 20,850,223 shares of Common Stock (which includes
2,382,188 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 11.2%
of the issued and outstanding shares of Common Stock. The Karmanos Partnership
beneficially owns 5,605,601 shares of Common Stock or 3.1% of the issued and
outstanding shares of Common Stock. Glendening Karmanos beneficially owns
524,821 shares of Common Stock or 0.3% of the issued and outstanding shares of
Common Stock. Thomas Thewes, individually and as Trustee of the Thewes Trust,
beneficially owns 3,975,536 shares of Common Stock or 2.2% of the issued and
outstanding shares of Common Stock. The Thewes 1995 Trust beneficially owns
1,114,760 shares of Common Stock (which includes 55,000 shares subject to stock
options held by the Thewes 1995 Trust exercisable within 60 days of the date of
this schedule 13D) or 1.0% of the issued and outstanding shares of Common Stock.
The Thewes 1997 Trust beneficially owns 800,000 shares of Common Stock or 0.4%
of the issued and outstanding shares of Common Stock. The Thewes 1998 Trust
beneficially owns 200,000 shares of Common Stock or 0.1% of the issued and
outstanding shares of Common Stock. Joseph A. Nathan beneficially owns 998,862
shares of Common Stock (which includes 869,588 shares subject to stock options
held by Mr. Nathan exercisable within 60 days of the date of this Schedule 13D)
or 0.5% of the issued and outstanding shares of Common Stock. Walter James
Prowse III, individually and as Trustee of the Prowse Trust, beneficially owns
1,696,020 shares of Common Stock (which includes 666,800 shares subject to stock
options held by Mr. Prowse exercisable within 60 days of the date of this
schedule 13D) or 0.9% of the issued and outstanding shares of Common Stock.
Michael J. Lobsinger, individually and as Trustee of the Lobsinger Trust,
beneficially owns 205,436 shares of Common Stock or 0.1% of the issued and
outstanding shares of Common Stock. The Cutting Trust beneficially owns 761,814
shares of Common Stock or 0.4% of the issued and outstanding shares of Common
Stock. The J. Cutting Trust beneficially owns 821,122 shares of Common Stock or
0.4% of the issued and outstanding shares of Common Stock. The Cutting
Foundation beneficially owns 320,000 shares of Common Stock or 0.2% of the
issued and outstanding shares of Common Stock. The Long Family Trust
beneficially owns 47,864 shares of Common Stock or 0.03% of the issued and
outstanding shares of Common Stock. The Long Unitrust beneficially owns 11,472
shares of Common Stock or 0.01% of the issued and outstanding shares of Common
Stock. The W. and K. Long Unitrust beneficially owns 5,000 shares of Common
Stock or 0.001% of the issued and outstanding shares of Common Stock. The Harris
Family Trust beneficially owns 700 shares of Common Stock or 0.0004% of the
issued and outstanding shares of Common Stock. The Harris Unitrust beneficially
owns no shares of Common Stock. GAP II beneficially owns no shares of Common
Stock. GAP LLC beneficially owns no shares of Common Stock. The group
beneficially owns 20,850,223 shares of Common Stock in the aggregate (which
includes 2,382,188 shares subject to stock options held by members of the group
exercisable within 60 days of the date of this Schedule 13D) or 11.2% of the
issued and outstanding shares of Common Stock.
<PAGE> 28
Page 28 of 44
(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 3,706,215 shares
of the Common Stock beneficially owned by him, the Karmanos Partnership has the
sole power to dispose of or direct the disposition of 5,605.601 shares of the
Common Stock beneficially owned by it, Mr. Thewes has the sole power to dispose
of or direct the disposition of 6,145,296 shares of the Common Stock
beneficially owned by him (which includes 3,975,536 shares beneficially owned by
the Thewes Trust, 1,169,760 shares beneficially owned by the Thewes 1995 Trust,
800,000 shares beneficially owned by the Thewes 1997 Trust and 200,000 shares
held by the Thewes 1998 Trust), Mr. Nathan has the sole power to dispose of or
direct the disposition of 998,862 shares of the Common Stock beneficially owned
by him, and Mr. Prowse has the sole power to dispose of or direct the
disposition of 1,696,020 shares of the Common 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 2, 1997 the Karmanos Trust disposed of by gift 67 shares
of Common Stock. On October 14, 1997 the Karmanos Trust disposed of
by gift 214 shares of Common Stock. On November 13, 1997 the
Karmanos Trust acquired, through the exercise of stock options,
50,000 shares of Common Stock. On November 13, 1997 the Karmanos
Trust disposed of by sale on the open market 50,000 shares of
Common Stock at $30.75 and $30.875 per share for an aggregate
consideration of $1,539,375.00. On November 14, 1997 the Karmanos
Trust acquired, through the exercise of stock options, 108,500
shares of Common Stock. On November 14, 1997 the Karmanos Trust
disposed of by sale on the open market 108,500 shares of Common
Stock at prices between $31.00 and $34.00 per share for an
aggregate consideration of $3,544,062.50. On November 18, 1997 the
Karmanos Trust acquired, through the exercise of stock options,
54,000 shares of Common Stock. On November 18, 1997 the Karmanos
Trust disposed of by sale on the open market 54,000 shares of
Common Stock at prices between $35.125 and $35.375. On December 5,
1997 the Karmanos Trust disposed of by gift 2,685 shares of Common
Stock. On December 22, 1997 the Karmanos Trust disposed of by gift
166 shares of Common Stock. On January 9, 1998 the Karmanos Trust
disposed of by gift 91,933 shares of Common Stock. On February 9,
1998 the Karmanos Trust disposed of by gift 248 shares of Common
Stock. On March 18, 1998 the Karmanos Trust received a distribution
of 2,040 shares of Common Stock from TCV II (Q), L.P. Mr. Karmanos
was a limited partner of TCV II , whose General Partner held an
interest in NuMega Software. NuMega Software was acquired by the
Company effective December 12, 1997. On April 14, 1998 the Karmanos
Trust acquired 652,677 shares of Common Stock from the Karmanos
Partnership. On May 21, 1998 the Karmanos Trust disposed of by gift
333 shares of Common Stock. On June 10, 1998 the Karmanos Trust
disposed of by gift 20 shares of Common Stock
<PAGE> 29
Page 29 of 44
On June 8, 1998 the Karmanos Trust acquired, through the exercise
of stock options, 1,114,000 shares of Common Stock. Mr. Karmanos
acquired 781 shares of Common Stock through the Company's Global
Employee Stock Purchase Plan for the period ended June 30, 1998.
- On April 14, 1998 the Karmanos Partnership disposed of by
transfer, to various entities reported on Mr. Karmanos's Form 4,
652,677 shares of Common Stock.
- On November 4, 1997 the Thewes Trust disposed of by gift 1,000
shares of Common Stock. On December 11, 1997 the Thewes Trust
acquired by transfer from the Thewes 1995 Trust 625,000 shares of
Common Stock. On December 30, 1997 the Thewes Trust acquired by
transfer 650,000 shares of Common Stock. On January 23, 1998 the
Thewes Trust disposed of by gift 100,000 shares of Common Stock. On
April 7, 1998 the Thewes Trust disposed of by gift 20,000 shares of
Common Stock. On June 10, 1998 the Thewes Trust disposed of by
transfer to the Thewes 1998 Trust 200,000 shares of Common Stock.
On June 25, 1998 the Thewes Trust disposed of by gift 100,000
shares of Common Stock. On July 21, 1998 the Thewes Trust disposed
of by gift 2,000 shares of Common Stock. On September 18, 1998 the
Thewes Trust acquired by transfer from the Thewes 1995 Trust
1,000,000 shares of Common Stock.
- On April 2, 1997 the Thewes 1995 Trust disposed of by gift 5,000
shares of Common Stock. On April 4, 1997 the Thewes 1995 Trust
disposed of by transfer to the Thewes 1997 Trust 110,000 shares of
Common Stock. Both of the prior dispositions should have been
reported on Amendment No. 11 to Schedule 13D. On October 22, 1997
the Thewes 1995 Trust disposed of by sale on the open market 25,000
shares of Common Stock at $66.25 per share for an aggregate
consideration of $1,656,250. On November 14, 1997 the Thewes 1995
Trust disposed of by sale on the open market 110,000 shares of
Common Stock at prices between $31.0620 and $32.25 per share for an
aggregate consideration of $3,778,737.50. On November 17, 1997 the
Thewes 1995 Trust disposed of by sale on the open market 10,000
shares of Common Stock at $31.25 per share for an aggregate
consideration of $312,500. On December 11, 1997 the Thewes 1995
Trust disposed of by transfer to the Thewes 1974 Trust 625,000
shares of Common Stock. On December 30, 1997 the Thewes 1995 Trust
disposed of by transfer to the Thewes 1974 Trust 650,000 shares of
Common Stock. On September 18, 1998 the Thewes 1995 Trust disposed
of by transfer to the Thewes 1974 Trust 1,000,000 shares of Common
Stock.
- On April 4, 1997 the Thewes 1997 Trust acquired by transfer from
the Thewes 1995 Trust 110,000 shares of Common Stock. This
disposition should have been reported on Amendment No. 11 to
Schedule 13D.
<PAGE> 30
Page 30 of 44
- On October 23,1997 Mr. Lobsinger acquired by purchase on the open
market 10,000 shares of Common Stock at $65.75 per share. On
October 27, 1997 Mr. Lobsinger acquired by purchase on the open
market 10,000 shares of Common Stock at $59.94 per share. On
October 28, 1997 Mr. Lobsinger acquired by purchase on the open
market 5,000 shares of Common Stock at $60.88 per share. On October
31, 1997 Mr. Lobsinger sold on the open market 7,500 shares of
Common Stock at $66.00 per share for an aggregate consideration of
$495,000.00. On November 3, 1997 Mr. Lobsinger sold on the open
market 7,500 shares of Common Stock at prices of $67.38 and $67.50
per share for an aggregate consideration of $505,950.00. On
November 7, 1997 Mr. Lobsinger acquired by purchase on the open
market 2,000 shares of Common Stock at $30.75 per share. On
November 12, 1997 Mr. Lobsinger acquired by purchase on the open
market 10,000 shares of Common Stock at $30.00 per share. On
November 17, 1997 Mr. Lobsinger sold on the open market 90,000
shares of Common Stock at prices between $34.75 and $35.75 for an
aggregate consideration of $3,173,935.00. On November 18, 1997 Mr.
Lobsinger sold on the open market 65,000 shares of Common Stock at
prices between $35.13 and $36.00 per share for an aggregate
consideration of $2,313,810.00. On December 10, 1997 Mr. Lobsinger
acquired by purchase on the open market 40,000 shares of Common
Stock at prices between $33.88 and $34.13 per share. On December
11, 1997 Mr. Lobsinger acquired by purchase on the open market
40,000 shares of Common Stock at $32.21 per share. On December 12,
1997 Mr. Lobsinger acquired by purchase on the open market 17,500
shares of Common Stock at prices between $30.88 and $31.88 per
share. On December 15, 1997 Mr. Lobsinger acquired by purchase on
the open market 30,000 shares of Common Stock at prices between
$28.69 and $29.56. On December 22, 1997 Mr. Lobsinger acquired by
purchase on the open market 5,000 shares of Common Stock at prices
of $30.00 and $30.13 per share. On January 8, 1998 Mr. Lobsinger
sold on the open market 32,500 shares of Common Stock at $36.91 per
share for an aggregate consideration of $1,199,575.00. On January
9, 1998 Mr. Lobsinger acquired by purchase on the open market
25,000 shares of Common Stock at $33.29 per share. On January 12,
1998 Mr. Lobsinger acquired by purchase on the open market 2,000
shares of Common Stock at $31.88 per share. On January 21, 1998 Mr.
Lobsinger sold on the open market 10,000 shares of Common Stock at
$40.75 per share for an aggregate consideration of $407,500.00. On
February 2, 1998 Mr. Lobsinger sold on the open market 20,000
shares of Common Stock at $40.00 per share for an aggregate
consideration of $810,000.00. On February 3, 1998 Mr. Lobsinger
sold on the open market 60,000 shares of Common Stock at prices
between $40.38 and $40.75 per share for an aggregate consideration
of 2,435,750.00. On February 9, 1998 Mr. Lobsinger sold on the open
market 37,000 shares of Common Stock at prices between $42.38 and
$42.88 per share for an aggregate consideration of 1,577,760.00. On
March 3, 1998 Mr. Lobsinger acquired by purchase on the open market
13,000 shares of Common Stock at prices of $41.75 and $42.00 per
share. On March 4, 1998 Mr. Lobsinger acquired by purchase on the
open market 7,000 shares of Common Stock at a price of $41.75 per
share. On March 5, 1998 Mr. Lobsinger acquired by purchase on the
open market 10,000 shares of Common Stock at a price of $40.38 per
share. On March 13, 1998
<PAGE> 31
Page 31 of 44
Mr. Lobsinger sold on the open market 30,000 shares of Common Stock
at a price of $46.15 per share for an aggregate consideration of
$1,384,500.00. On April 7, 1998 Mr. Lobsinger acquired 5,000 shares
of Common Stock at a price of $46.13 per share. On March 27, 1998
Mr. Lobsinger acquired 60,000 shares of Common Stock at a price of
$44.46 per share. On May 6, 1998 Mr. Lobsinger acquired 10,000
shares of Common Stock at a price of $45.56 per share. On May 7,
1998 Mr. Lobsinger acquired 20,000 shares of Common Stock at prices
of $43.25 and $44.34 per share. On June 16, 1998 Mr. Lobsinger sold
on the open market 95,000 shares at a price of $45.20 per share for
an aggregate consideration of $4,294,000.00. On July 20, 1998 Mr.
Lobsinger sold on the open market 102,500 shares of Common Stock at
prices between $55.00 and $55.75 per share for an aggregate
consideration of $5,660,625.00. On July 21, 1998 Mr. Lobsinger sold
on the open market 50,000 shares of Common Stock at prices of
$56.00 and $56.25 per share for an aggregate consideration of
$2,806,250.00. On July 22, 1998 Mr. Lobsinger sold on the open
market 47,500 shares of Common Stock at prices between $57.00 and
$58.38 per share for an aggregate consideration of $2,757,182.50.
On July 29, 1998 Mr. Lobsinger acquired by purchase on the open
market 25,000 shares of Common Stock at prices of $54.75 and $54.88
per share. On August 3, 1998 Mr. Lobsinger acquired by purchase on
the open market 45,000 shares of Common Stock at prices of $52.125
and $52.25 per share. On August 4, 1998 Mr. Lobsinger acquired by
purchase on the open market 30,000 shares of Common Stock at prices
between $50.625 and $52.00 per share. On August 5, 1998 Mr.
Lobsinger acquired by purchase on the open market 25,000 shares of
Common Stock at prices between $47.625 and $48.625 per share. On
August 7, 1998 Mr. Lobsinger disposed of by sale on the open market
87,500 shares of Common Stock at prices of $53.625 and $53.75 per
share for an aggregate consideration of $4,290,000.00. On August 7,
1998 Mr. Lobsinger acquired by purchase on the open market 27,500
shares of Common Stock at prices of $50.125 and $50.50 per share.
On August 10, 1998 Mr. Lobsinger disposed of by sale on the open
market 30,000 shares of Common Stock at a price of $54.375 per
share for an aggregate consideration of $1,631,250.00. On August
13, 1998 Mr. Lobsinger disposed of by sale on the open market
35,000 shares of Common Stock at a price of $54.125 per share for
an aggregate consideration of $1,894,375.00. On August 27, 1998 Mr.
Lobsinger acquired by purchase on the open market 120,000 shares of
Common Stock at a price of $52.6771 per share. On August 28, 1998
Mr. Lobsinger acquired by purchase on the open market 60,000 shares
of Common Stock at a price of $49.630 per share. On August 31, 1998
Mr. Lobsinger acquired by purchase on the open market 60,000 shares
of Common Stock at prices between $46.125 and $48.5625 per share.
On September 8, 1998 Mr. Lobsinger disposed of by sale on the open
market 70,000 shares of Common Stock at a price of $54.817 for an
aggregate consideration of $3,837,190.00. On September 9, 1998 Mr.
Lobsinger disposed of by sale on the open market at total of 30,000
shares of Common Stock at prices between $55.00 and $55.125 per
share for an aggregate consideration of $1,655,625.00. On September
14, 1998 Mr. Lobsinger disposed of by sale on the open market a
total of 140,000 shares of Common Stock at a price of $57.6205 per
share for an aggregate consideration of $8,066,870.00. On September
23, 1998 Mr. Lobsinger disposed of by sale on the open market a
total of 100,000 shares of Common Stock at prices between $60.625
and $61.250 for an aggregate consideration of $6,084,375.00.
<PAGE> 32
Page 32 of 44
- On September 9, 1997 the Cutting Trust disposed of by transfer to
the J. Cutting Trust 70,000 shares of Common Stock. This
disposition should have been reported on Amendment No. 11 to
Schedule 13D. On March 12, 1998 the Cutting Trust disposed of by
transfer to the J. Cutting Trust 138,186 shares of Common Stock.
- On February 2, 1998 the J. Cutting Trust disposed of by sale on
the open market 35,000 shares of Common Stock at an average price
of $40.1022 per share for an aggregate consideration of $1,403,577.
On March 12, 1998 the J. Cutting Trust disposed of by sale on the
open market 50,000 shares of Common Stock at prices between $44.125
and $46.00 per share for an aggregate consideration of $2,232,125.
On March 12, 1998 the J. Cutting Trust acquired from the Cutting
Trust 138,186 shares of Common Stock. On June 22, 1998 the J.
Cutting Trust disposed of by transfer to the Cutting Foundation
130,000 shares of Common Stock. On September 11, 1998 the J.
Cutting Trust disposed of by sale on the open market 50,000 shares
of Common Stock at prices between $55.00 and 55.50 per share for an
aggregate consideration of $2,761,200.00. On September 14, 1998 the
J. Cutting Trust disposed of by sale on the open market 50,000
shares of Common Stock at a price of $58.039 per share for an
aggregate consideration of $2,901,950.00. On September 25, 1998 the
J. Cutting Trust disposed of by sale on the open market 50,000
shares of Common Stock at $60.0875 per share for an aggregate
consideration of $3,004,375.00.
- On June 22, 1998 The Cutting Foundation acquired by transfer from
the J. Cutting Trust 130,000 shares of Common Stock. On September
25, 1998 The Cutting Foundation disposed of by sale on the open
market 20,000 shares of Common Stock at a price of $60.50 Per
share for an aggregate consideration of $1,210,000.00.
- On November 5, 1997 Mr. Nathan Acquired, through the exercise of
stock options, 5,000 shares of Common Stock. On November 5, 1997
Mr. Nathan disposed of by sale on the open market 5,000 shares of
Common Stock at $34.00 per share for a consideration of $170,000.
on November 6, 1997 Mr. Nathan acquired, through the exercise of
stock options, 12,500 shares of Common Stock. On November 6, 1997
Mr. Nathan disposed of by sale on the open market 12,500 shares of
Common Stock at prices between $32.375 and $33.75 per share for an
aggregate consideration of $410,750. On November 7, 1997 Mr. Nathan
acquired, through the exercise of stock options, 25,000 shares of
Common Stock. On November 7, 1997 Mr. Nathan disposed of by sale on
the open market 25,000 shares of Common Stock at prices between
$31.375 and $31.75 per share for an aggregate consideration of
$158,750. On November 10, 1997 Mr. Nathan acquired, through the
exercise of stock options, 29,500 shares of Common Stock. On
November 10, 1997 Mr. Nathan Disposed of by sale on the open market
29,500 shares of Common Stock at prices between $32.25 and $32.75
per share for an aggregate consideration of $955,750. On November
25, 1997 Mr. Nathan acquired, through the exercise of stock
options, 45,000 shares of common stock. On November 25, 1997 Mr.
Nathan disposed of by sale on the open market 45,000 shares of
common stock at prices between $34.75 and $35.875 per share for an
aggregate consideration of $1,585,625. On November 25, 1997 Mr.
<PAGE> 33
PAGE 33 OF 44
Nathan disposed of by sale on the open market 4,000 shares of
Common Stock at $35.50 per share Mr. Nathan disposed of by sale on
the open market 6,000 shares of Common Stock at $35.00 per share
for a consideration of $210,000. Mr. Nathan acquired 271 shares of
Common Stock through the Company's Global Employee Stock Purchase
Plan for the period ended December 31, 1997. On each of April 15,
1998 and April 30, 1998 Mr. Nathan received 4 shares of Common
Stock to represent shares of Common Stock acquired through a
contest held by the Company. On May 6, 1998 Mr. Nathan acquired,
through the exercise of stock options, 100,000 shares of Common
Stock. On May 6, 1998 Mr. Nathan disposed of by sale on the open
market 100,000 shares of Common Stock at prices between $45.375 and
$46.125 per share for an aggregate consideration of $4,584,375. Mr.
Nathan acquired 781 shares of Common Stock through the Company's
Global Employee Stock Purchase Plan for the period ended June 30,
1998. On July 23, 1998 Mr. Nathan acquired, through the exercise of
stock options, 81,000 shares of Common Stock. On July 23, 1997 Mr.
Nathan disposed of by sale on the open market 81,000 shares of
Common Stock at prices of $57.702 and 57.50 per share for an
aggregate consideration of $4,667,600. On July 27, 1998 Mr. Nathan
acquired, through the exercise of stock options, 19,000 shares of
Common Stock. On July 27, 1998 Mr. Nathan disposed of by sale on
the open market 19,000 shares of Common Stock at $57.5693 per share
for an aggregate consideration of $1,093,816.70. On August 6, 1998
Mr. Nathan acquired, through the exercise of stock options, 2,000
shares of Common Stock. On September 14, 1998 Mr. Nathan acquired,
though the exercise of stock options, 10,000 shares of Common
Stock. On September 14, 1998 Mr. Nathan sold on the open market
10,000 of Common Stock at $57.75 per shares for an aggregate
consideration of $577,500.00. On September 14, 1998 Mr. Nathan
acquired, though the exercise of stock options, 37,750 shares of
Common Stock. On September 14, 1998 Mr. Nathan disposed of a total
of 18,538 shares of Common Stock by transfer to Compuware
Corporation pursuant to the provisions of the Compuware Corporation
Replacement Stock Option Program.
- On November 19, 1997 Mr. Prowse acquired, through the exercise of
stock options, 62,000 shares of Common Stock. On November 19, 1997
Mr. Prowse disposed of by sale on the open market 62,000 shares of
Common Stock at prices between $35.50 per share and $35.875 per
share for an aggregate consideration of $430,000. On November 20,
1997 Mr. Prowse acquired, through the exercise of stock option,
54,000 shares of Common Stock. On November 20, 1997 Mr. Prowse
disposed of by sale on the open market 54,000 shares of Common
Stock at prices between $36.125 per share and $37.375 per share for
an aggregate consideration of $336,375. On November 25, 1997 Mr.
Prowse acquired, through the exercise of stock options, 22,500
shares of Common Stock. On November 25, 1997 Mr. Prowse disposed of
by sale on the open market, 22,500 shares of Common Stock at prices
of $34.75 and $34.875 per share for an aggregate consideration of
$783,125. On November 26, 1997 Mr. Prowse acquired, through the
exercise of stock options, 42,500 shares of Common Stock. On
November 26, 1997 Mr. Prowse disposed of by sale on the open market
42,500 shares of Common Stock at prices between $34.625 and $35.00
per
<PAGE> 34
Page 34 of 44
share for an aggregate consideration of $1,482,500. On November
28, 1997 Mr. Prowse acquired, through the exercise of stock
options, 31,186 shares of Common Stock. On November 28, 1997 Mr.
Prowse disposed of by sale on the open market 31,186 shares of
Common Stock at $34.875 per share for a consideration of
$1,087,611.75. On December 1, 1997 Mr. Prowse acquired, through
the exercise of stock options, 19,814 shares of Common Stock. On
December 1, 1997 Mr. Prowse disposed of by sale on the open market
19,814 shares of Common Stock at prices of $32.13 and $35.375 per
share for a consideration of $583,687.50. On December 29, 1997 Mr.
Prowse disposed of by gift 4,900 shares of Common Stock. On May
11, 1998 Mr. Prowse acquired, through the exercise of stock
options, 30,000 shares of Common Stock. On May 11, 1998 Mr. Prowse
disposed of by sale on the open market 30,000 shares of Common
Stock at prices of $45.00 and $45.50 per share for an aggregate
consideration of $1,360,000. On May 13, 1998 Mr. Prowse acquired,
through the exercise of stock options, 45,000 shares of Common
Stock. On May 13, 1998 Mr. Prowse disposed of by sale on the open
market 45,000 shares of Common Stock at prices between $44.00 and
$44.25 per share for an aggregate consideration of $1,983,750. On
May 14, 1998 Mr. Prowse acquired, through the exercise of stock
options, 33,000 shares of Common Stock. On May 14, 1998 Mr. Prowse
disposed of by sale on the open market 33,000 shares of Common
Stock at prices between $44.125 and $44.375 per share for an
aggregate consideration of $1,454,687.50. On August 14, 1998 Mr.
Prowse acquired, through the exercise of stock options, 108,000
shares of Common Stock. On August 14, 1998 Mr. Prowse disposed of
by sale on the open market 108,000 shares of Common Stock at
$53.8466 per share for a consideration of $5,815,432.00.
- On March 18, 1998 GAP Coinvestment Partners, L.P. ("GAPCO"), of
which Mr. Grabe (a director of the Company) is a general partner,
received a distribution of 1,213 shares of Common Stock from TCV
II (Q), L.P.. GAPCO was a limited partner of TCV II , whose
General Partner held an interest in NuMega Software. NuMega
Software was acquired by the Company effective December 12, 1997.
On August 5, GAPCO disposed of by sale on the open market 1,213
shares of Common Stock at $51.19 per share for an aggregate
consideration $62,093.47.
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,
<PAGE> 35
Page 35 of 44
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. 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.
On July 1, 1997 Glendening Karmanos entered into a shareholder
agreement pursuant to which she granted to Peter Karmanos, Jr., Chairman of the
Board and Chief Executive Officer and a Director of the Company, a proxy to vote
the 421,053 shares of Common Stock held by her. The term of the proxy continues
until Peter Karmanos dies or is declared mentally incompetent.
On June 9, 1998 the Thewes 1998 Trust entered into a shareholder
agreement pursuant to which it granted to Peter Karmanos, Jr., Chairman of the
Board and Chief Executive Officer and a Director of the Company, a proxy to vote
200,000 shares of stock held by the Thewes 1998 Trust. The term of the proxy
continues until Peter Karmanos, Jr. dies or is declared mentally incompetent.
As a result of such shareholder agreements and as a result of Peter
Karmanos Jr.'s beneficial ownership of other shares described herein, at the
present time Peter Karmanos, Jr. has the power to vote 10.1% of the outstanding
shares of Common Stock (11.2% 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> 36
Page 36 of 44
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.*
Exhibit C - Compuware Corporation Voting Agreement, dated July 1, 1997,
among Compuware Corporation, Peter Karmanos, Jr. and Debra Glendening
Karmanos.**
Exhibit D - Compuware Corporation Voting Agreement, dated June 9, 1998,
among Compuware Corporation, Peter Karmanos, Jr. and Thomas Thewes.
* Previously filed with the group's Schedule 13D dated December 31, 1992.
** Previously filed with the group's Schedule 13D dated September 30, 1997.
<PAGE> 37
Page 37 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
/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
PETER KARMANOS, JR.
STOCK LIMITED PARTNERSHIP
By: /s/ PETER KARMANOS, JR.
-----------------------------------------------
Peter Karmanos, Jr., a General
Partner
/s/ DEBRA GLENDENING KARMANOS
--------------------------------------------------
Debra Glendening Karmanos
--------------------------------------------------
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 March 29, 1995
--------------------------------------------------
James E. Mulvoy, Trustee of the Thewes
Charitable Lead Annuity Trust U/A/D April 2, 1997
--------------------------------------------------
James E. Mulvoy, Trustee of the Thomas Thewes
Charitable Annuity Lead Trust U/A June 9, 1998
</TABLE>
<PAGE> 38
Page 38 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
------------------------------------------------
Peter Karmanos, Jr., Individually and as Trustee
of the Peter Karmanos, Jr., Revocable Living
Trust U/A/D June 17, 1975
PETER KARMANOS, JR.
STOCK LIMITED PARTNERSHIP
By:
---------------------------------------------
Peter Karmanos, Jr., a General
Partner
------------------------------------------------
Debra Glendening Karmanos
/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 March 29, 1995
/s/ JAMES E. MULVOY
--------------------------------------------------
James E. Mulvoy, Trustee of the Thewes
Charitable Lead Annuity Trust U/A/D April 2, 1997
/s/ JAMES E. MULVOY
--------------------------------------------------
James E. Mulvoy, Trustee of the Thomas Thewes
Charitable Annuity Lead Trust U/A June 9, 1998
</TABLE>
<PAGE> 39
Page 39 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
/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
------------------------------------------------------
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
------------------------------------------------------
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
ALLEN B. CUTTING FOUNDATION
By:
--------------------------------------------------
William Vanover, Registered Agent
</TABLE>
<PAGE> 40
Page 40 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
------------------------------------------------------
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
------------------------------------------------------
Michael J. Lobsinger, Individually and as Trustee of the
Michael J. Lobsinger Revocable Living Trust U/T/D April
24, 1986
------------------------------------------------------
Joseph A. Nathan
------------------------------------------------------
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
ALLEN B. CUTTING FOUNDATION
By:
---------------------------------------------------
William Vanover, Registered Agent
</TABLE>
<PAGE> 41
Page 41 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
------------------------------------------------------
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
/s/ DOUGLAS BAJOR
------------------------------------------------------
Comerica Bank-Detroit, Trustee of the Allen B. Cutting
Living Trust U/A/D August 3, 1978
/s/ JOAN L. CUTTING
------------------------------------------------------
Joan L. Cutting, Trustee of the Allen B. Cutting Living
Trust U/A/D August 3, 1978
Joan L. Cutting, Trust
By: /s/ JOAN L. CUTTING
---------------------------------------------------
Its: Trustee
ALLEN B. CUTTING FOUNDATION
By: /s/ WILLIAM VANOVER
---------------------------------------------------
William Vanover, Registered Agent
</TABLE>
<PAGE> 42
Page 42 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
LONG FAMILY TRUST
By: /s/ WILLIAM D. LONG
--------------------------------------------------
Its: Trustee
LONG FAMILY CHARITABLE REMAINDER
UNITRUST
By: /s/ WILLIAM D. LONG
--------------------------------------------------
WILLIAM D. AND KAY K. LONG
CHARITABLE REMAINDER UNITRUST
By: /s/ WILLIAM D. LONG
--------------------------------------------------
Its: Trustee
------------------------------------------------------
------------------------------------------------------
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
</TABLE>
<PAGE> 43
Page 43 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
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
------------------------------------------------------
/s/ EDWARD F. HARRIS AND 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
</TABLE>
<PAGE> 44
Page 44 of 44
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.
<TABLE>
<S> <C>
Date: October 19, 1998
GENERAL ATLANTIC PARTNERS II, L.P.
General Atlantic Partners, LLC
Its: General Partner
By: /s/ THOMAS J. MURPHY
--------------------------------------------------
Its: Attorney in Fact
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ THOMAS J. MURPHY
--------------------------------------------------
</TABLE>
<PAGE> 45
Index to 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.*
Exhibit C - Compuware Corporation Voting Agreement, dated July 1, 1997,
among Compuware Corporation, Peter Karmanos, Jr. and Debra Glendening
Karmanos.**
Exhibit D - Compuware Corporation Voting Agreement, dated June 9, 1998,
among Compuware Corporation, Peter Karmanos, Jr. and Thomas Thewes.
* Previously filed with the group's Schedule 13D dated December 31, 1992.
** Previously filed with the group's Schedule 13D dated September 30, 1997.
<PAGE> 1
EXHIBIT D
COMPUWARE CORPORATION
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT ("Agreement") is made as of June 9, 1998,
among Compuware Corporation, a Michigan corporation ("Compuware") Peter
Karmanos, and Thomas Thewes, all of whom hereby agree that:
A. The parties to this agreement are also parties to a certain Voting
Agreement dated November 5, 1992, as amended, which affects certain shares of
Compuware stock owned by Mr. Thewes; and
B. Mr. Thewes is currently contemplating making a charitable gift of
200,000 shares from his stock that is subject to the 1992 agreement, as amended,
and desires to ensure that these shares will not be considered property
attributable to him for estate tax purposes at any time after completing the
gift; and
C. The form of gift contemplated by Mr. Thewes to ensure these shares
will not be considered property attributable to him for estate tax purposes at
any time after completing the gift is not permissible under the 1992 agreement
without Mr. Karmanos's consent; and
D. Mr. Karmanos is not willing to consent to an unrestricted release of
these 200,000 shares from the 1992 agreement unless the terms of this agreement
are substituted in place of the terms of the 1992 agreement; and
E. To ensure that these shares will not be considered property
attributable to him for estate tax purposes at any time after completing the
gift, and to accomplish the charitable purposes of the recipient, Mr. Thewes is
willing to accept the terms of this Agreement on his own behalf and in
limitation of the rights of any subsequent owners of the shares; and
F. Compuware is willing to be a party to this Agreement to help
effectuate the desire of Mr. Thewes and Mr. Karmanos.
With that in mind, the parties wish to enter into an agreement which for
a period of time will govern the manner in which the 200,000 shares to be
transferred by Mr. Thewes will be voted, and limit subsequent owners' ability to
transfer them.
1
<PAGE> 2
NOW, THEREFORE, the parties agree that Mr. Karmanos consents to the
release of 200,000 shares now owned by Mr. Thewes and subject to the provisions
of the 1992 agreement, subject to the application of the terms of this Agreement
to such shares as follows:
1. Definitions.
------------
As used in this Agreement, the term "Stock" shall mean those 200,000
shares of Compuware stock to be transferred by Mr. Thewes to The TT Charitable
Annuity Lead Trust ua 6/9/98, which transfer Mr. Karmanos in all capacities
hereby approves.
2. Voting Agreement and Transfer Restrictions.
-------------------------------------------
(A) Mr. Thewes hereby irrevocably makes, constitutes and appoints Peter
Karmanos, Jr. as his proxy and hereby authorizes and grants to Mr. Karmanos the
exclusive right to represent and to vote the Stock, in Mr. Karmanos's sole
discretion, with respect to any matters which may properly come before any
meeting of, or be considered by the shareholders of Compuware, and on which a
shareholder is entitled to vote or act. This proxy is coupled with an interest
and shall terminate on June 9, 2008. Mr. Thewes further agrees for himself and
his successors in interest to the shares transferred hereunder may not be
transferred by The TT Charitable Annuity Lead Trust ua 6/9/98 except in the
minimal amount reasonably determined by the Trustee thereof to be necessary to
satisfy the required annuity distributions of the Trust from time to time;
provided, however, that the Trustee thereof may withdraw up to 25,000 shares
from the restrictions hereunder effective on June 9th of each year from 2002
through 2007 inclusive. This withdrawal may be effected upon thirty days'
advance notice to Mr. Karmanos.
(B) In the event of Mr. Karmanos's death or mental incompetency prior to
January 24, 2005, all voting rights (and notice requirements) set forth above
shall inure to the benefit of, and be exercisable by, Mr. Karmanos's designee as
successor; provided that Mr. Karmanos shall not be permitted to designate any
person whose enjoyment of the Stock's voting rights would be attributable to Mr.
Thewes as a "retention of the right to vote" the Stock for purposes of
Section 2036(b) of the Internal Revenue Code of 1986, as amended, and
regulations thereunder. If no
2
<PAGE> 3
individual has been designated by Mr. Karmanos, then the Compuware Board of
Directors may appoint a successor to Mr. Karmanos who shall be the designee ex
officio, subject only to the same limitation on appropriate designees that
applies to Mr. Karmanos above.
(C) In furtherance of the foregoing, Mr. Thewes agrees to execute and
deliver to Mr. Karmanos, simultaneously with its execution of this Agreement, an
irrevocable proxy, in the form of exhibit A attached hereto.
(D) All certificates evidencing shares of Stock covered by this
Agreement shall have endorsed thereon by Compuware this statement:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
AS TO TRANSFER IN ACCORDANCE WITH, AND ARE OTHERWISE SUBJECT TO THE
TERMS OF, A SHAREHOLDER AGREEMENT DATED AS OF JUNE 9, 1998, (THE
"AGREEMENT") AMONG COMPUWARE CORPORATION AND CERTAIN INDIVIDUALS, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF COMPUWARE
CORPORATION.
(E) Except for the transfer and assignment of the proxy from Mr.
Karmanos to an appropriate designee as provided above, the proxy described above
is not assignable or transferrable.
3. Compuware Agreement.
-------------------
Compuware agrees it will not recognize on the stock transfer records of
Compuware any Transfer of any shares of Stock covered by Paragraph 2 which is
contrary to the terms of such paragraph. Compuware further agrees to legend any
and all stock certificates which evidence such shares of Stock with the above
legend before the issuance of any such certificate(s).
4. Miscellaneous.
-------------
(A) This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and shall be binding upon the parties and
their respective heirs, personal representatives, successors and assigns unless
otherwise restricted herein.
3
<PAGE> 4
(B) The provisions of this Agreement will be deemed severable, and, if
any part of any provision is held illegal, void, invalid or unenforceable under
applicable law, such provision shall be changed to the extent reasonably
necessary to make the provision, as so changed, legal, valid, binding and
enforceable. In the event any provision of this Agreement shall be invalid,
illegal or unenforceable, then the validity, legality, and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired
thereby.
(C) This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
(D) This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto, and may only be modified by the
written agreement of Mr. Karmanos and the shareholder of record of affected
shares.
IN WITNESS WHEREOF, the parties have signed this Agreement as
of the date written above.
COMPUWARE
CORPORATION PETER KARMANOS, JR. THOMAS THEWES
Peter Karmanos, Jr. Peter Karmanos, Jr. Thomas Thewes
- -------------------- -------------------- ----------------
By: Peter Karmanos, Jr.
Its: Chairman
4
<PAGE> 5
EXHIBIT A
---------
IRREVOCABLE PROXY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Thomas Thewes (a)
hereby irrevocably makes, constitutes and appoints Peter Karmanos, Jr. as proxy
and (b) hereby authorizes and grants to said proxy, the exclusive right to
represent and to vote the shares of common stock of Compuware Corporation, a
Michigan corporation ("Company") transferred by Mr. Thewes to The TT Charitable
Annuity Lead Trust ua 6/9/98 in the discretion of said proxy, with respect to
any matters which may properly come before any meeting of, or be considered by,
the shareholders of the Company and on which the shareholders of record are
entitled to vote or act.
This Proxy is coupled with an interest and is given pursuant to the
terms of a Shareholder Agreement dated as of June 9, 1998, ("Agreement"),
between Mr. Karmanos as the proxy and Mr. Thewes. This Proxy shall cease to be
effective and shall terminate on the earlier to occur of (a) June 9, 2008, or
(b) a termination of the Shareholder Agreement.
IN WITNESS WHEREOF, this Proxy has been duly executed and delivered
as of the 9th day of June, 1998.
Thomas Thewes
- ---------------------
Thomas Thewes
