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SCHEDULE 13G
(RULE 13D-102)
Information to be included in statements filed pursuant to Rule
13d-1(b) and (c) and amendments thereto filed pursuant to Rule 13d-2(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
THOMAS GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
884402-10-8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing 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.)
* 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 the disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 88402-10-8
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1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons Philip R. Thomas
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2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Citizenship or Place of Organization USA
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Number of (5) Sole Voting Power 878,158
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Shares Bene-
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ficially (6) Shared Voting Power 9,000
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Owned by
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Each Report- (7) Sole Dispositive Power 878,158
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ing Person
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With (8) Shared Dispositive Power 9,000
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9) Aggregate Amount Beneficially Owned by Each Reporting Person 887,158
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11) Percent of Class Represented by Amount in Row 9 15.86%
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12) Type of Reporting Person (See Instructions) IN
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ITEM 1(A). Name of Issuer:
Thomas Group, Inc.
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ITEM 1(B). Address of Issuer's Principal Executive Offices:
5215 N. O'Connor Blvd., Ste. 2500, Irving, TX 75039
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ITEM 2(A). Name of Person Filing:
Philip R. Thomas
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ITEM 2(B). Address of Principal Business Office or, if None, Residence::
5215 N. O'Connor Blvd., Ste. 2500, Irving, TX 75039
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ITEM 2(C). Citizenship:
Mr. Thomas is a citizen of the USA
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ITEM 2(D). Title or Class of Securities:
Common Stock, par value $.01
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ITEM 2(E). CUSIP Number:
88402-10-8
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ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(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;
(e). [ ] Investment Advisor 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 Rule 13d-1(b) (1) (ii) (F);
(g). [ ] Parent Holding Company, in accordance with Rule 13d-1(b)
(ii) (G) (Note: see Item 7);
(h). [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (H).
NOT APPLICABLE
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31, of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b) (2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount beneficially owned:
This amount includes 189,841 shares of Common Stock issuable upon exercise
of outstanding options exercisable within 60 days of May 13, 1998
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(b) Percent of class:
15.86%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 878,158
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(ii) Shared power to vote or to direct the vote 9,000
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(iii) Sole power to dispose or to direct the disposition of 878,158
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(iv) Shared power to dispose or to direct the disposition of 9,000
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
If any other person 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is
not required.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b) (ii) (G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b) (ii) (H), so
indicate under Item 3(h) and attach an exhibit stating the identify and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identify of each
member of the group.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. (See Item 5.)
NOT APPLICABLE
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ITEM 10. CERTIFICATION.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"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 purposes or effect."
NOT APPLICABLE
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.
May 13, 1998
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(Date)
/s/Philip R. Thomas by Roger A. Crabb,
Attorney-in-fact
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(Signature)
PHILIP R. THOMAS
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(Name and Title)
