< SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Thomas Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
884402108
(CUSIP Number)
Edward P. Evans
Spring Hill Farm
712 Fifth Avenue, Suite 4900
New York, NY 10019
(212) 765-9500
(Name, address and telephone number of person
authorized to receive notices and communications)
August 10, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X]
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP No. 884402108 13D Page 2 of 9 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Edward P. Evans
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
PF See Item 3.
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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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NUMBER OF (7) SOLE VOTING POWER
321,500
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
21,000
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
321,500
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
21,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
342,500 See Item 5.
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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)
7.3%
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(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 884402108 13D Page 3 of 9 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Edward P. Evans Foundation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
OO See Item 3.
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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
Virginia
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
21,000
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
21,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,000 See Item 5.
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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)
0.4%
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(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 884402108 13D Page 4 of 9 Pages
Item 1. Security and Issuer.
This statement relates to the shares of common stock, $0.01 par
value (the "Shares"), of Thomas Group, Inc. (the "Issuer"), a Delaware
corporation. The Issuer's principal executive offices are located at 5221
North O'Connor Blvd., Suite 500, Irving, Texas 75039-3714.
The Reporting Persons (as defined below) are filing this Schedule
13D (i) to report acquisition of additional Shares by the Reporting Persons
and (ii) to report a change in their investment intent with respect to their
ownership of the Shares as previously reported on a Schedule 13G filed by
Edward P. Evans on November 24, 1999.
Item 2. Identity and Background.
(a)-(c) and (f) This statement is filed jointly pursuant to Rule
13d-(1)(k) by:
(i) Edward P. Evans ("Mr. Evans") is a citizen of the United
States, whose address is 712 Fifth Avenue, Suite 4900, New York, NY 10019.
Mr. Evans is self-employed.
(ii) Edward P. Evans Foundation (the "Foundation"), a
charitable foundation governed by the laws of the Commonwealth of Virginia, is
controlled by Mr. Evans who is the settlor, one of the trustees and the
President of the Foundation and has its principal office at 712 Fifth Avenue,
Suite 4900, New York, New York 10019.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect
to persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party. A copy of the joint filing
agreement among the Reporting Person is attached as Exhibit 1.
(d) None of the Reporting Persons have, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was, or is
subject to, a judgment, 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 and Other Consideration.
The Shares owned directly and indirectly by Mr. Evans were
purchased with personal funds. The Shares owned directly by the Foundation
were purchased with investable funds of the Foundation.
<PAGE>
CUSIP No. 884402108 13D Page 5 of 9 Pages
Item 4. Purpose of the Transaction.
All of the Shares beneficially owned by the Reporting Persons were
acquired by the Reporting Persons for investment purposes. Although the
Reporting Persons currently hold the Shares for investment purposes, the
Reporting Persons are dissatisfied with the performance of the Issuer and its
Shares and intends to seek to cause the Issuer to takes steps to maximize
shareholder value promptly. Such steps could include, among other things,
stock repurchases, changes in strategic direction, management changes, sale or
merger of the Issuer. The Reporting Persons intend to pursue discussions
with directors, officers, employees and affiliates of the Issuer, and with
other shareholders of the Issuer, concerning the business, management and
strategic direction of the Issuer and possible alternatives to maximize
shareholder value.
Each of the Reporting Persons may make further purchases of Shares
from time to time and may dispose of any or all of the Shares held by him or
it at any time. None of the Reporting Persons has any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the
Schedule 13D. However, each of the Reporting Persons intend to continuously
review their investment in the Issuer, and may, at any time and from time to
time, review or reconsider his or its position and formulate plans or proposals
that relate to, might result in, or have the purpose or effect of changing or
influencing control of the Issuer, or that relate to or would result in any
of the other events enumerated in the instructions to Item 4 of the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Evans may be deemed to beneficially own, in the
aggregate, 342,500 Shares representing approximately 7.3% of the Shares
outstanding (based on 4,681,859 Shares outstanding as reported in the
Issuer's Form 10-Q for the period ending March 31, 2000).
(i) Mr. Evans directly owns 317,500 Shares for his own
accounts and holds 4,000 Shares in an Uniform Gifts to Minor Act ("UGMA")
account for a minor beneficiary. Mr. Evans is also the President, the settlor
and one of the trustees of the Foundation. Accordingly,
Mr. Evans may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Exchange Act) (1) the Shares he holds in the UGMA account and
(2) the Shares as to which the Foundation possesses direct beneficial
ownership.
(ii) The Foundation directly owns 21,000 Shares.
(b) (i) Mr. Evans has sole voting and dispositive power over
321,500 Shares and shared voting and dispositive power over 21,000 Shares.
<PAGE>
CUSIP No. 884402108 13D Page 6 of 9 Pages
(ii) The Foundation has shared voting and dispositive power
over 21,000 Shares.
(c) The trading dates, number of Shares purchased and the price
per Share for all transactions related to Shares by the Reporting Persons since
the filing of the beneficial report on Schedule 13G by Mr. Evans on November
24, 1999 are set forth in Schedule I hereto and are incorporated herein by
reference. All purchases were made in the open market.
(d) Each of the Reporting Persons have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares directly owned by it. Mr. Evans holds 4,000 Shares in a
UGMA account for a minor beneficiary, who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the 4,000 Shares held in that account.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Evans is the President, the settlor and one of the trustees
of the Foundation. By virtue of the relationship among the Reporting Persons
as described herein, the Reporting Persons may be deemed to be a group under
Section 13(d).
Pursuant to Rule 13d-1(k), the Reporting Person have entered into
an agreement with respect to the joint filing of this statement and any
amendment or amendments hereto, which is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 hereof and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating
to joint filing as required by Rule 13d-1(k).
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CUSIP No. 884402108 13D Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: August 10, 2000
/s/ Edward P. Evans
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Edward P. Evans, as
an individual
EDWARD P. EVANS FOUNDATION
By: /s/ Edwards P. Evans
--------------------------
Edward P. Evans, as
Trustee
<PAGE>
CUSIP No. 884402108 13D Page 8 of 9 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)
Edward P. Evans and the Edward P. Evans Foundation, each hereby agrees that
this Schedule 13D filed herewith and any amendments thereto relating to the
holding of shares of Common Stock, $0.01 par value of Thomas Group Inc. is
filed jointly on behalf of such person.
DATED: August 10, 2000
/s/ Edward P. Evans
------------------------------
Edward P. Evans, as
an individual
EDWARD P. EVANS FOUNDATION
By: /s/ Edward P. Evans
--------------------------
Edward P. Evans, as
Trustee
<PAGE>
CUSIP No. 884402108 13D Page 9 of 9 Pages
Schedule I
Date of Number of Shares Price
Reporting Person Transaction Purchased per Share
Edward P. Evans 01/14/00 P 19,000 11.43
01/18/00 P 5,000 11.43
01/19/00 P 1,000 11.43
01/25/00 P 2,000 12.05
01/26/00 P 8,000 12.05
02/07/00 P 10,000 10.68
02/08/00 P 3,900 10.68
02/23/00 P 650 10.43
02/24/00 P 6,900 10.90
02/25/00 P 2,450 10.93
03/03/00 P 200 10.55
03/06/00 P 700 10.55
03/07/00 P 4,100 10.38
03/28/00 P 2,200 10.55
04/04/00 P 300 10.55
Edward P. Evans (on behalf
of a minor beneficiary) 02/22/00 P 1,000 10.93
03/23/00 P 2,000 10.55
03/27/00 P 1,000 10.55
Edward P. Evans Foundation 02/23/00 P 650 10.43
02/24/00 P 6,900 10.90
02/25/00 P 2,450 10.93
03/03/00 P 400 10.55
03/06/00 P 1,300 10.55
03/07/00 P 8,300 10.38
04/14/00 P 1,000 9.43
