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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)(1)
Integrated Systems Consulting Group, Inc.
(Name of Issuer)
Common Stock, $.005 par value per share
(Title of Class of Securities)
45813K 10 7
(CUSIP Number)
(1) 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).
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CUSIP NO. 45813K 10 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Safeguard Scientifics, Inc. 23-1609753
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 756,025
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 756,025
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,025
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 45813K 10 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Safeguard Scientifics (Delaware), Inc. 51-0291171
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 756,025
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 756,025
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,025
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a) Name of Issuer:
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Integrated Systems Consulting Group, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
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575 East Swedesford Road
Wayne, PA 19087
Item 2 (a) Name of Person Filing:
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(1) Safeguard Scientifics, Inc.
(2) Safeguard Scientifics (Delaware), Inc.
Item 2 (b) Address of Principal Business Office:
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(1) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2) 103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
Item 2 (c) Citizenship:
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(1) Pennsylvania
(2) Delaware
Item 2 (d) Title of Class of Securities:
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Common Stock, $.005 par value per share
Item 2 (e) CUSIP Number:
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45813K 10 7
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a :
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(a) / / Broker or dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19) of
the Act.
(d) / / Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7.
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(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not Applicable
Item 4 Ownership:
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(a) Amount Beneficially Owned:
756,025 (includes 169,931 currently exercisable warrants to purchase
common stock)
(b) Percent of Class:
9.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
756,025
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
756,025
Safeguard Scientiifcs (Delaware), Inc, a wholly owned subsidiary of Safeguard
Scientifics, Inc.,. is the record holder of the shares reported herein as
being beneficially owned by Safeguard Scientiifcs, Inc.
Item 5 Ownership of Five Percent or Less of a Class:
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Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
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Safeguard Scientifics (Delaware), Inc., a Delaware corporation, is a wholly
owned subsidiary of Safeguard Scientifics, Inc..
Item 8 Identification and Classification of Members of the Group:
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Safeguard Scientifics (Delaware), Inc. and Safeguard Scientifics, Inc. are
members of a group for purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934.
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Item 9 Notice of Dissolution of Group:
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Not applicable.
Item 10 Certification:
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By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
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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. In executing this statement, the undersigned agrees, to the
extent required by Rule 13d-1(f), that this statement is being filed on
behalf on each of the Reporting Persons herein.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ James A. Ounsworth _
James A. Ounsworth
Sr. Vice President and General Counsel
Dated: February 7, 1997
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:/s/ James A. Ounsworth
James A. Ounsworth
Vice President
Dated: February 7, 1997
f:\partners\iscg\sec\13g safeguard
