<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------
CONVERGENT GROUP CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
CONVERGENT ACQUISITION SUB, INC.
CONVERGENT HOLDING CORPORATION
SCHLUMBERGER TECHNOLOGY CORPORATION
(NAMES OF FILING PERSONS (OFFEROR))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
21247V 10
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------------------
Jean Chevallier, President
Convergent Holding Corporation
c/o Schlumberger Technology Corp.
277 Park Avenue
New York, New York 10172
Telephone: (212) 350-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-----------------------------------------
Copies to:
Richard R. Plumridge, Esq. James L. Gunderson
Brobeck, Phleger & Harrison LLP General Counsel
370 Interlocken Boulevard, Suite 500 Schlumberger Limited
Broomfield, CO 80021 277 Park Avenue
(303) 410-2000 New York, New York 10172
(212) 350-9400
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(NAME, ADDRESS AND TELEPHONE NO. OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
--------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
N/A(1) $0.00(1)
</TABLE>
(1) No filing fee is required pursuant to general instruction D of Schedule TO.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the offsetting fee with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Paries: N/A
Form or Registration No.: N/A Date Filed: N/A
/x/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/x/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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For Immediate Release: Monday, October 16, 2000
SCHLUMBERGER AND CONVERGENT GROUP ANNOUNCE DEFINITIVE MERGER AGREEMENT
NEW YORK AND DENVER, October 16, 2000-Schlumberger Limited (NYSE:SLB) and
Convergent Group Corporation (NASDAQ:CVGP) announced today the execution of a
definitive merger agreement whereby Schlumberger has agreed to acquire a
majority interest in Convergent Group for cash consideration of $8.00 per share,
for approximately $276 million.
The transaction will be structured as a tender offer to be commenced within ten
business days from October 13, 2000 for any and all outstanding shares of
Convergent Group common stock, followed by a merger cashing out any untendered
shares at the same $8.00 per share price. The executive management of Convergent
Group and an affiliate of Convergent Group's largest client Cinergy Corp.
(NYSE:CIN), representing approximately 28% of the Convergent Group outstanding
shares will become stockholders of the new entity, Convergent Holding
Corporation. Glenn E. Montgomery will remain President and Chief Executive
Officer of Convergent Group, which will continue to operate as a separate
company. The merger agreement and the tender offer were negotiated and approved
by a committee of independent directors of Convergent Group.
Before goodwill amortization the effect on Schlumberger 2001 operating income is
expected to be slightly accretive. The anticipated effect on 2001 net income and
earnings per share is not material.
Convergent Group is a leading builder of digital enterprises, providing business
consulting, software engineering, system integration and project management
services that enable utility and local government clients to increase
operational efficiencies, improve customer service and implement Internet-based
business systems.
"Convergent Group's unique professional services offering and knowledge of the
utility industry is a natural fit complementing the Schlumberger value-added
solution approach to business in the utility sector," said Clermont Matton,
executive vice president of Schlumberger Resource Management Services.
"Convergent Group's expertise in system integration, combined with CellNet's
fixed-network and data management technologies, positions Schlumberger as a
leading provider of business solutions to the increasingly competitive utility
sector."
"We are very excited to be joining forces with Schlumberger," said Glenn E.
Montgomery, chief executive officer of Convergent Group. "The combined services
portfolio of Convergent Group and Schlumberger will allow our companies to bring
a new level of service and technology to the marketplace and significantly
enhance our ability to expand Convergent Group's presence in the global digital
economy."
3
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ABOUT THE COMPANIES
Schlumberger Limited is a global leader in technical services spanning the oil
and gas, utility, semiconductor testing, smart cards, and network and Internet
solutions industries. Schlumberger revenue was $8.4 billion in 1999. Additional
information is available from Realtime [www.slb.com], the Schlumberger corporate
website.
Convergent Group, founded in 1985, is a leading end-to-end business
transformation provider for utilities and local government. The company
engineers, builds and manages digital business solutions that allow utilities
and local governments to transform their organizations into digital business
enterprises where employees, contractors and customers can transact business on
a real-time basis using the Internet. The company has offices in Denver, Boston,
London and Brisbane. Visit Convergent Group on the World Wide Web at
www.convergentgroup.com.
Notice to Read Tender Offer Documents:
A Tender Offer Statement on Schedule TO will be filed by Schlumberger and others
and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by
Convergent Group with the Securities and Exchange Commission (SEC). You are
urged to read the Tender Offer Statement and any other relevant documents to be
filed with the Commission. The Tender Offer Statement, the
solicitation/recommendation statement on Schedule 14D-9 and other documents
filed with the SEC will contain important information that you should consider
before making any decision regarding the tender offer and related transactions.
You may obtain a free copy of the Tender Offer Statement and other documents
filed by Schlumberger and Convergent Group with the Commission at the
Commission's web site at www.sec.gov. The Tender Offer Statement and other
documents to be filed with the Commission by Schlumberger will be available free
of charge from Schlumberger by directing a request to Schlumberger Limited, 277
Park Avenue, New York, NY 10172. In addition, the Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents to be filed with the Commission
by Convergent Group may be obtained free of charge from Convergent by directing
a request to 6399 South Fiddler's Green Circle, Suite 600, Englewood, Colorado
80111.
FOR FURTHER INFORMATION, CONTACT:
SCHLUMBERGER LIMITED CONVERGENT GROUP CORPORATION
Rex Ross Robert S. Wechsler
Vice President Communications Vice President Corporate Affairs
Phone: (212) 350-9432 Phone: (303) 566-6850
E-mail: [email protected]
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NEWS RELEASE
CONTACT:
Robert S. Wechsler
Vice President, Investor Relations
Convergent Group
6399 S. Fiddler's Green Circle, #600
Englewood, CO 80111
(303) 566-6850
[email protected]
CONVERGENT GROUP MAKES BOLD MOVE TO CAPTURE
DIGITAL UTILITY MARKET
Englewood, CO, October 16, 2000-Convergent Group Corporation (Nasdaq/NMS: CVGP)
today announced the signing of a definitive agreement with a wholly owned
subsidiary of Schlumberger Limited (NYSE:SLB), under the terms of which the
Schlumberger subsidiary will acquire approximately 71.7 percent of the
outstanding common shares of Convergent Group, including all shares held by the
public, for $8.00 per share in cash. Convergent Group management and employees
will own approximately 26 percent of the remaining shares, and Cinergy Ventures
LLC, a unit of Cinergy Corp. (NYSE:CIN), the firm's largest client, will retain
equity in the firm, holding the remaining ownership interest. The agreement and
the tender offer were negotiated and approved by a committee of independent
directors of Convergent Group, and the agreement provides that Convergent Group
may consider superior proposals to the tender offer and the merger.
Defining Convergent Group's objective for the transaction, President and Chief
Executive Officer Glenn E. Montgomery explained that the merger should position
the firm to capture greater market share for the Digital Utility,SM its service
offering that helps enable utilities to transform their business models into
digital business enterprises.
"The emerging market for the Digital Utility is large, global and developing
quickly," Montgomery said. "This merger represents a fusion between energy
delivery and revenue automation, thus offering first-of-a-kind capabilities to
significantly extend the value of a digital enterprise. The company is moving
quickly to become the first to offer a
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totally integrated digital enterprise for utilities, one that consolidates
independent utility IT functions to create a new digital business environment,
effectively positioning IT as a major enabler of utility business
transformation."
The objectives of the Digital Utility are to revolutionize the customers'
experiences by empowering them with direct, anytime access to services and
information and to reduce utility transaction and operational costs by enabling
end-to-end automation of customers' business processes.
Prior to the merger, the Digital Utility addressed key business issues spanning
front-office applications, including call center and customer relationship
management; back-office applications like finance, accounting and human
resources; and energy delivery applications like mobile work force and outage
management. As a result of the merger, the Digital Utility is expected to be
expanded to include revenue management, load data management and fixed network
optimization.
"Schlumberger Resource Management Services (RMS) gives the Digital Utility
greater depth and breadth of product and service offerings," said Montgomery.
"Leveraging their capabilities in remote metering, billing, data collection and
analysis should help Digital Utility customers automate aspects of the revenue
process, provide more robust analytical capabilities and improve the efficiency
of utilities' fixed networks."
"We believe that Schlumberger's global presence and experience should enhance
Convergent Group's capability to deliver its solutions to end users worldwide,
and we are very enthusiastic about our newly formed partnership with
Schlumberger," commented Larry E. Thomas, group president of new technologies
for Cinergy Corp.
"The combined strengths of our companies will provide technology and thought
leadership to the markets we serve," said Clermont Matton, executive vice
president of Schlumberger RMS. "The merger represents an opportunity to develop
and market new technologies and solutions that are not available anywhere else."
Morgan Stanley Dean Witter acted as financial advisor and provided a fairness
opinion to the Special Committee of the Board of Directors of Convergent Group.
<PAGE>
ABOUT THE COMPANIES
Convergent Group, founded in 1985, is a leading end-to-end business
transformation provider for utilities and local government. The company
engineers, builds and manages digital business solutions that allow utilities
and government to transform their organizations into digital business
enterprises where utility employees, contractors and customers can transact
business on a real-time basis using the Internet. The company's unique offerings
provide utilities with both the digital infrastructure and business solutions
necessary to operate in the new digital economy, a market characterized by
heightened competition and unprecedented, rapid change.
The company combines existing and emerging digital technologies and proprietary
solution models with acute subject matter expertise, focusing on mission
critical solutions that help utilities and local government increase revenues,
reduce costs, improve customer service, enhance service reliability, improve
resource management and leverage information assets. The company has offices in
Denver, Boston, London and Brisbane. Visit Convergent Group on the World Wide
Web at www.convergentgroup.com.
Schlumberger Limited is a global leader in technical services spanning the oil
and gas, utility, semiconductor testing, smart cards, and network and Internet
solutions industries. Schlumberger revenue was $8.4 billion in 1999. Additional
information is available from Realtime [www.slb.com], the Schlumberger corporate
website.
Notice to Read Tender Offer Documents:
A Tender Offer Statement on Schedule TO will be filed by Schlumberger and others
and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed by
Convergent Group with the Securities and Exchange Commission (SEC). You are
urged to read the Tender Offer Statement and any other relevant documents to be
filed with the Commission. The Tender Offer Statement, the
solicitation/recommendation statement on Schedule 14D-9 and other documents
filed with the SEC will contain important information that you should consider
before making any decision regarding the tender offer and related transactions.
You may obtain a free copy of the Tender Offer Statement and other documents
filed by Schlumberger and Convergent Group with the Commission at the
Commission's web site at www.sec.gov. The Tender Offer Statement and other
documents to be filed with the Commission by Schlumberger will be available free
of charge from Schlumberger by directing a request to Schlumberger Limited, 277
Park Avenue, New York, NY 10172. In addition, the Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents to be filed with the Commission
by
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Convergent Group may be obtained free of charge from Convergent by directing a
request to 6399 South Fiddler's Green Circle, Suite 600, Englewood, Colorado
80111.
This release may contain forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995, which involve risks and uncertainties.
Among the important factors that could cause actual results to differ materially
from those in the forward-looking statements are economic, competitive and
technological factors effecting the company's operations, markets, products,
services and prices, as well as other factors detailed in the company's filings
with the Securities and Exchange Commission.
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