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SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)*
Compuware Corporation
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(NAME OF ISSUER)
Common Stock, $.01 par value per share
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(TITLE OF CLASS OF SECURITIES)
205638-10-9
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(CUSIP NUMBER)
Peter Karmanos, Jr., 31440 Northwestern Highway, Farmington Hills, MI 48334
(248) 737-7300
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
November 19, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. 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).
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SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 2 of 7 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
9,082,191
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
507,268
OWNED BY EACH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
9,082,191
PERSON ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
507,268
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,589,459
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.68%
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14 TYPE OF REPORTING PERSON*
IN,00 (Trust)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 205638-10-9 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Karmanos, Jr. Stock Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
7,788,962
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
7,788,962
PERSON ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,788,962
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.18%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 7 Pages
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.
None of the members of the group has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 15 is being filed as a result of (i) acquisitions
and dispositions of the Company's Common Stock, as described in Item 5(c), and
(ii) the termination of all shareholder agreements pursuant to which Mr.
Karmanos was granted the right to vote the Common Stock of others.
Mr. Karmanos acquired the shares beneficially owned by him at various
times from April 1973 through November 1992. The Karmanos Partnership became a
member of the group when shares held by Mr. Karmanos members were transferred to
it.
ITEM 4. PURPOSE OF TRANSACTION
Neither Mr. Karmanos nor the Karmanos Partnership 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 Mr. Karmanos
and the Karmanos Partnership 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;
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Page 5 of 7 Pages
(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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Peter Karmanos, Jr., individually and as Trustee of the Karmanos
Trust, beneficially owns 9,589,459 shares of Common Stock (which includes
625,058 shares subject to stock options held by Mr. Karmanos exercisable within
60 days of the date of this Amendment No. 15 to Schedule 13D) or 2.68% of the
issued and outstanding shares of Common Stock. The Karmanos Partnership
beneficially owns 7,788,962 shares of Common Stock or 2.18% of the issued and
outstanding shares of Common Stock.
(b) Mr. Karmanos has the sole power to dispose of or direct the
disposition of and to vote 9,082,191 shares of the Common Stock beneficially
owned by him, the Karmanos Partnership has the sole power to dispose of or
direct the disposition of and to vote 507,268 shares of the Common Stock
beneficially owned by it.
(c) The following transfers were made by members of the group:
On September 15, 1999, the Karmanos Partnership acquired 342,839 shares of
Common Stock by transfer from Mr. Karmanos. On September 24, 1999, the Karmanos
Partnership acquired 1,185,556 shares of Common Stock by transfer from Mr.
Karmanos. On October 22, 1999, the Karmanos Trust disposed by gift of 3,875
shares of Common Stock. On November 18, 1999, the Karmanos Trust disposed by
gift of 155,838 shares of Common Stock. On November 19, 1999, the Karmanos
Partnership transferred 1,180,000 shares of Common Stock to its partners for
estate planning purposes. Of the shares transferred, 723,448 were transferred to
Mr. Karmanos or to entities in connection with which Mr. Karmanos has or shares
voting and dispositive power, and 456,552 were transferred to entities related
to Mr. Karmanos' children, but over which Mr. Karmanos has no voting or
dispositive power.
Other than the foregoing dispositions, there were no other transactions
in Common Stock by any members of the group within the past 60 days.
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Page 6 of 7 Pages
As a result of the transfers, Mr. Karmanos and the Karmanos Partnership
own less than 5% of the Common Stock.
(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.
All shareholder agreements previously in place pursuant to which Mr.
Karmanos had the right to vote Common Stock held by others have been terminated.
Debra Glendening Karmanos, Mr. Karmanos' wife, beneficially owns 1,033,188
shares of Common Stock. Mr. Karmanos disclaims beneficial ownership of all such
shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement regarding the undersigned is true and correct.
Date: November 24, 1999
/s/ PETER KARMANOS, JR
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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.
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Peter Karmanos, Jr., a General Partner
