UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No. 1)*
THOMAS GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
884402108
(CUSIP Number)
October 22, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 13G
CUSIP No. 884402108 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 607,450
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 607,450
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,450
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5% (See Note 1)
12 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP No. 884402108 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES 99,000 **Please refer to Item 4, Page 5
BENEFICIALLY for disclaimer of beneficial ownership
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON 7 SOLE DISPOSITIVE POWER
WITH
99,000 **Please refer to Item 4, Page 5
for disclaimer of beneficial ownership
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,000 **Please refer to Item 4, Page 5 for disclaimer of beneficial
ownership
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% (See Note 1) **Please refer to Item 4, Page 5 for disclaimer
of beneficial ownership
12 TYPE OF REPORTING PERSON
IN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note 1 - This Percentage is based on 4,865,322 shares of Common Stock
outstanding as of April 30, 1998 based on information provided in the Company's
Quarterly Report on Form 10-Q filed August 17, 1998.
<PAGE>
SCHEDULE 13G
CUSIP No. 884402108 Page 4 of 9 Pages
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Item 1(a). Name of issuer:
Thomas Group, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
5215 North O'Connor Boulevard, Suite 2500, Irving, Texas 75039-3714
Item 2(a). Name of Person Filing:
The Persons filing this statement are Hollybank Investments, LP, a Delaware
limited Partnership ("LP") and Dorsey R. Gardner, the general partner of LP
("Gardner").
Item 2(b). Address of Principal Offices or, if None, Residence:
The Business Address of both Gardner and LP is One International Place,
Suite 2401, Boston, MA 02110.
Item 2(c). Citizenship:
Hollybank Investments, LP - Delaware
Dorsey R. Gardner - U.S.A.
Item 2(d). Title of Class of Securities:
The title of the class of equity securities to which this statement relates
is the Common Stock (the "Shares") of the Company.
Item 2(e). CUSIP Number:
884402108
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the filing person is a:
(a) |_| Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance with 13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. |X|
<PAGE>
SCHEDULE 13G
CUSIP No. 884402108 Page 5 of 9 Pages
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Item 4. Ownership.
The information in Items 5-11 on the cover pages (pages 2 and 3) of this
Schedule 13G is incorporated by reference.
As of the date of this statement, LP is the beneficial owner of 607,450
Shares. Gardner, as general partner of LP may be deemed to beneficially own
Shares beneficially owned by LP. Except to the extent of his interest as a
limited partner in LP, Gardner expressly disclaims such beneficial ownership and
the filing of this statement shall not be construed as an admission that Gardner
is the beneficial owner of the Shares owned by LP and covered by this statement.
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 had 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.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SCHEDULE 13G
CUSIP No. 884402108 Page 6 of 9 Pages
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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.
Dated: October 23, 1998
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE>
SCHEDULE 13G
CUSIP No. 884402108 Page 7 of 9 Pages
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EXHIBIT INDEX
Exhibit Page
99.1 Joint Filing Agreement 9
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Thomas Group, Inc. or any subsequent acquisitions or dispositions of equity
securities of Thomas Group, Inc. by any of the undersigned.
Dated: October 23, 1998
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
