UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Compuware Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
205638 10 9
(CUSIP number)
Steven W. Hansen
Bingham Dana LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
(617) 951-8736 (fax)
(Name, address and telephone number of person authorized to receive notices and
communications)
*
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
*This Amendment corrects errors - as to the named Reporting Person only -
in a Schedule 13D dated December 31, 1992 and in the subsequent amendments
thereto, filed on behalf of a group of which the Reporting Person was
erroneously said to be a member. The Original Schedule and subsequent
amendments also erroneously indicated that the Reporting Person held certain
common views about the Company with other persons named therein.
________________________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes). Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. Page 2 of 6
205638 10 9 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION 6
The United States of America
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- ---------------------- ---- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES ---- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ---- ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
205,436
REPORTING ---- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
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 [X]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN, OO (trust)
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Michael J. Lobsinger hereby amends, supplements and corrects his
originally filed Statement on Schedule 13D dated December 31, 1992 (the
"Original Statement"), as subsequently amended, with respect to the Common
Stock, par value $0.01 per share (the "Common Stock") of Compuware Corporation,
(the "Company"). Unless otherwise indicated, capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Original
Statement. References herein to "Mr. Lobsinger" shall be deemed to be
references to Michael J. Lobsinger, the reporting person.
In the Original Statement and subsequent amendments, Mr. Lobsinger was
erroneously referred to as a member of a group with certain other holders of
Common Stock of the Company referred to therein. While Mr. Lobsinger did grant
the power to vote his shares of Common Stock to Peter Karmanos, Jr., pursuant
to a Shareholder Agreement referred to in the Original Statement and subsequent
amendments, he is not a member of a "group", as defined in Section 13(d) of the
Securities Exchange Act of 1934, with Mr. Karmanos or any other person, with
respect to shares of Common Stock of the Company. The Original Schedule and
subsequent amendments also erroneously indicated that the Reporting Person held
certain common views about the Company with other persons named therein.
Item 1. Security and Issuer
This statement pertains to the Common Stock, $0.01 par value per share, of
Compuware Corporation, the principal executive offices of which are located at
31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564.
Item 2. Identity and Background.
(a) Name
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")
(b) Residence or Business Address
3501 Lakecrest
Bloomfield Hills, MI 48304
(c) Principal Occupation; Name and Address
of Principal Business Office
Independent Investor; Mr. Lobsinger resigned as a director of the
Company on January 10, 1996. Mr. Lobsinger is neither an
employee nor a director of the Company.
(d) Past Criminal Convictions
None
(e) Past Civil Proceedings or Administrative
Proceedings Related to Federal or State
Securities Laws Resulting in a Judgment,
Decree or Final Order Finding Violations or
Enjoining Future Violations of Such Laws
None
(f) Citizenship
The United States of America
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
The disclosure of the information presented herein by means of this filing
is not and should not be deemed to be an admission that such transactions are
required to be disclosed on Schedule 13D or that such transactions in and of
themselves require the filing of an amendment to Schedule 13D.
As noted in the introductory paragraph of this Amendment, it is being
filed to correct prior filings which have erroneously indicated that Mr.
Lobsinger is part of "group," the members of which own in the aggregate more
than 5% of the outstanding shares of Common Stock. As Mr. Lobsinger is not a
member of any such group and beneficially owns, within the meaning of Rule
13d-3 under the Securities Exchange Act, less than 5% of the outstanding shares
of Common Stock, he is not subject to any reporting obligations under Section
13(d) and thus is not required to provide any further information thereunder.
Item 5. Interest in Securities of Issuer.
(a) Amount Beneficially Owned:
Mr. Lobsinger, pursuant to a Shareholder Agreement dated November 5,
1992 (as defined below in Item 6), has granted to Peter Karmanos, Jr.
the power to vote the shares of Common Stock which he owns for a period
of ten years beginning on December 15, 1992. See Item 6 below. Michael
J. Lobsinger is the beneficial owner of 205,436 shares of Common Stock
of the Company.
Percent of Class:
0.1% See Note 1.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 205,436
(iv) Shared power to dispose or direct the disposition of: 0
(c) Mr. Lobsinger engaged in the following transactions during the
past sixty days:
None
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As of November 5, 1992, Michael J. Lobsinger, individually and as Trustee
of the Lobsinger Trust, entered into a shareholder agreement granting to Peter
Karmanos, Jr., Chairman of the Board and Chief Executive Officer and a Director
of the Company, a ten-year proxy to vote all shares of Common Stock held by
him.
<PAGE>
Pursuant to such agreement (the "Shareholder Agreement"), the proxy will
be exercisable by Thomas Thewes if he survives Mr. Karmanos. Mr. Lobsinger may
sell his shares at any time in bona fide open market transactions free of the
proxy granted to Mr. Karmanos.
This summary is qualified in its entirety by reference to the text of the
Compuware Corporation Shareholder Agreement, dated as of November 5, 1992,
among the Company, Mr. Lobsinger and certain of its other shareholders, filed
as Exhibit A to the Original Statement.
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.*
* Previously filed with a Schedule 13D dated December 31, 1992.
* * *
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Note 1: The percentages above have been determined as of the date hereof,
based on disclosure of the Company provided in periodic report on Form 10-Q for
the quarterly period ended December 31, 1998, filed with the Securities and
Exchange Commission. According to the Company, as of the close of business on
February 2, 1999, there were outstanding and entitled to vote 183,754 ,630
shares of Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Michael J. Lobsinger
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Michael J. Lobsinger
Dated: April 6, 1999
