UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
THOMAS GROUP, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
884402108
(CUSIP Number)
HOLLYBANK INVESTMENT, L.P .
ONE INTERNATIONAL PLACE, SUITE 2401
BOSTON, MA 02110
(617) 310-5110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investment, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ( )
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 765,457
BENEFICIALLY
OWNED BY
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EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
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9 SOLE DISPOSITIVE POWER
765,457
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,457
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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)
16.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thistle Investment LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ( )
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 77,400
BENEFICIALLY
OWNED BY
-------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
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9 SOLE DISPOSITIVE POWER
77,400
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,400
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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 106,800XX
SHARES XX Please refer to Item 5, page 6 for disclaimer of
BENEFICIALLY beneficial ownership
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OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON WITH
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
106,800XX
XX Please refer to Item 5, page 6 for disclaimer of
beneficial ownership
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,800XX
XX Please refer to Item 5, page 6 for disclaimer of beneficial
ownership
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* (X)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%XX
XX Please refer to Item 5, page 6 for disclaimer of beneficial
ownership
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 5 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.01 per share (the "Shares"), of Thomas
Group, Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 5215 North O'Conner Boulevard, Suite
2500, Irving, Texas 75039-3714
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Hollybank Investment, L.P., a
Delaware limited Partnership ("LP"), Thistle Investment LLC, a Delaware limited
liability company ("LLC") and Dorsey R. Gardner, the general partner of LP and
managing member of LLC ("Gardner") (sometimes referred to herein collectively as
the "Reporting Persons"). The business address of Gardner, LP and LLC is One
International Place, Suite 2401, Boston, Massachusetts 02110. LP was formed on
January 14, 1994, and is authorized to conduct any business which may be legally
conducted by a limited partnerhsip under the laws of Delaware. LLC was organized
on January 21, 1999 and is authorized to conduct any business which may be
legally conducted by a limited liability company under the laws of Delaware. As
of the date hereof, the sole business of each LP and LLC is securities
investment. During the last five years, neither Gardner, LP nor LLC has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemenaors), nor has Gardner, LP or LLC been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
Gardner, LP or LLC was or is subject to a judgement, 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.
Neither LP, LLC nor Gardner have purchased Shares in addition to those
Shares previously reported on Schedule 13D filed with the Securities Exchange
Commission on June 25, 1999. LP and LLC used their respective working capital
for the purchase of their respective Shares, while Gardner used his personal
funds for the purchases and his Shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 6 OF 11 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons make investments in undervalued companies. In the
ordinary course of their activities, the Reporting Persons analyze the
operations, capital structure and markets for products and services of the
companies in whose securities they invest (including those of the Company) on a
continuous basis through, among other things, analysis of documentation and
discussions with knowledgeable industry and market observers and with
representatives of such companies. In the course of engaging in these activities
the Reporting Persons may participate in interviews or hold discussions with
third parties, including other holders of securities of subject companies, or
with management of subject companies in which the Reporting Persons may suggest
or take a position with respect to potential changes in the operations,
management or capital structure of such companies as a means of enhancing
shareholder value. Such suggestions or positions may relate to one or more of
the actions or transactions specified in clauses (a) through (j) of Item 4 of
the Schedule 13D form.
With regards to the Company, all of the Shares reported in this filing
were purchased and held by the Reporting Persons for investment purposes. The
Reporting Persons are, however, disappointed with the performance of the Company
and its Shares. In particular, the Reporting Persons, as long-term shareholders,
have generally supported management and have continued to hold their Shares in
reliance on management's expectations of increased earnings growth and increased
shareholder value. The Reporting Persons have become increasingly concerned that
the Company will not, however, meet these expectations in the foreseeable
future. The Reporting Persons believe that overall the Company's Board of
Directors and management have not focused sufficiently on shareholders'
interests through actions such as adequate stock repurchase programs and meeting
earnings and revenue expectations. Moreover, the Reporting Persons do not
believe that the Company's management has kept the Company's shareholders or its
Board of Directors adequately informed of its operations and performance --
surprise earnings results, particularly poor earnings results, do not lead
investors to believe that the Board of Directors or management is exercising
adequate control over the Company's business activities. At the same time,
investors have been asked by the Company's Board of Directors and management to
increase the amount of stock available to the Company's management and employees
under the Company's stock option plan. The Reporting Persons would be encouraged
if the Board of Directors took a more active role in monitoring the Company's
performance and focusing the Company's management on enhancing shareholder
value.
Accordingly, the Reporting Persons are amending their Schedule 13D filing
to, among other things, enable the Reporting Persons to become more proactive in
the enhancement of shareholder value. The Reporting Persons intend to pursue
conversations with one or more third parties, including, but not limited to, the
Company's Board of Directors, officers, employees and affiliates of the Company,
and other holder's of the Company's Shares, interested in discussing the
possibility of an action or transaction of the type described in clauses (a)
through (j) of Item 4 of the Schedule 13D form, including, without limitation,
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SCHEDULE 13D
CUSIP No. 884402108 PAGE 7 OF 11 PAGES
such matters as disposing of the Reporting Persons' respective Shares, disposing
of one or more businesses of the Company, selling the Company, changing the
management of the Company, changing operating or marketing strategies of the
Company and/or restructuring the Company's capitalization or dividend policy.
Although none of the Reporting Persons has any plans or proposals that relate to
actions or transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D form, based on the Company's performance and depending upon further
evaluation of the Company's business and prospects, and upon future developments
(including, without limitation, performance of the Company's Shares in the
market, the attitude of, actions taken and information provided by the Company's
Board of Directors and management, availability of funds, alternative
investments, and monetary, stock market and general economic conditions), the
Reporting Persons could support one or more of the actions or transactions
described in clauses (a) through (j) of Item 4 of the Schedule 13D form. The
Reporting Person may dispose of all or a portion of their respective Shares at
any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) As of the date of this Statement, LP is the beneficial owner of
765,457 Shares (approximately 16.1% of the 4,747,601 outstanding Shares on March
20, 2000, based on information provided in the Company's most recent Annual
Report on Form 10K filed March 31, 2000). 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.
(ii) As of the date of this Statement, LLC is the beneficial owner of
77,400 Shares (approximately 1.6% of the 4,747,601 outstanding Shares on March
20, 2000, based on information provided in the Company's most recent Annual
Report on Form 10K filed March 31, 2000). Gardner, as managing members of LLC,
may be deemed to beneficially own Shares beneficially owned by LLC. Except to
the extent of his interest as a member in LLC, 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 LLC and
covered by this Statement.
(iii) As of the date of this Statement, Gardner beneficially owns 106,800
Shares (approximately 2.2% of the 4,747,601 outstanding Shares on March 20,
2000, based on information provided in the Company's most recent Annual Report
on Form 10K filed March 31, 2000). Except to the extent of his interest as a
limited partner in LP and member of LLC, Gardner expressly disclaims beneficial
ownership of any Shares which may be beneficially owned by LP and LLC, and the
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 8 OF 11 PAGES
filing of this statement shall not be construed as an admission that Gardner is
the beneficial owner of such Shares.
(b) LP has sole voting power and sole investment power with respect to the
Shares reported in (a)(i) above. LLC has the sole voting power and sole
investment power with respect to the Shares reported in (a)(ii) above. Gardner
has sole voting power and sole investment power with respect to the Shares
listed in (a)(iii) above.
(c) (i) LP has, during the past 60 days, not effected any Share
transactions.
(ii) LLC has, during the past 60 days, not effected any Share
transactions.
(iii) Gardner has, during the past 60 days, not effected any Share
transactions.
(d) No 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 Shares
reported on this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangement, understandings or relationships
(legal or otherwise) between LP, LLC or Gardner and any other person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed herewith as an exhibit to this statement:
(a) Joint Filing Agreement
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 9 OF 11 PAGES
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.
HOLLYBANK INVESTMENT, L.P.
By: /s/ Dorsey R. Gardner
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Dorsey R. Gardner
General Partner
THISTLE INVESTMENT LLC
By: /s/ Dorsey R. Gardner
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Dorsey R. Gardner
Managing Member
/s/ Dorsey R. Gardner
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Dorsey R. Gardner
Date: August 7, 2000
<PAGE>
SCHEDULE 13D
CUSIP No. 884402108 PAGE 10 OF 11 PAGES
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
