UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)/1/
CIBER, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
17163B102
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(CUSIP Number)
FEBRUARY 14, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
|X| Rule 13d-1(d)
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/1/ 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. 17163B102 SCHEDULE 13G PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bobby Stevemsom
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
N/A (b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 12,035,419
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 7,798,703
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 4,236,716
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,035,419
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10 CHECK BOX 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)
Approximately 20% See footnote 3 to Item 4
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12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 17163B102 SCHEDULE 13G PAGE 3 OF 6
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Item 1.
(a) Name of Issuer: CIBER, INC.
(b) Address of Issuer's Principal Executive Offices:
5251 DTC PARKWAY, SUITE 1400
ENGLEWOOD, CO 80111
Item 2.
(a) Name of Person Filing: BOBBY G. STEVENSON
(b) Address of Principal Business Office or, if none, Residence:
5251 DTC PARKWAY, SUITE 1400
ENGLEWOOD, CO 80111
(c) Citizenship: UNITED STATES
(d) Title of Class of Securities: COMMON STOCK, PAR
VALUE $.01 PER SHARE
(e) CUSIP Number: 17163B102
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
(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 advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
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CUSIP NO. 17163B102 SCHEDULE 13G PAGE 4 OF 6
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(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 withss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss.240.13d-1(c), check this
box [ ].
Item 4. Ownership
(a) Amount Beneficially Owned: 12,035,419 2
(b) Percent of Class: 20% 3
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/2/ Includes shares held by the 1998 Bobby G. Stevenson Revocable Trust and the
Bobby G. Stevenson Revocable Trust, both trusts of which Mr. Stevenson is the
settlor, trustee and beneficiary. Excludes 84,000 shares of Common Stock held in
the Irrevocable First Stevenson Charitable Remainder Unitrust, of which shares
Mr. Stevenson disclaims beneficial ownership. In connection with the issuance by
Merrill Lynch & Co., Inc. ("ML & Co.") of 2,012,500 Structured Yield Product
Exchangeable for Stock 7 7/8% STRYPES(sm) Due February 1, 2001 securities, the
reporting person, individually and as settlor, trustee and beneficiary of the
1998 Bobby G. Stevenson Revocable Trust entered into a Forward Purchase Contract
(the "STRYPES Agreement") with ML & Co. pursuant to which, in consideration of
the payment to him on January 30, 1998 of $82,012,603.76, he is obligated to
deliver to ML & Co. on the business day preceding February 1, 2001 up to a
maximum of 2,118,358 (4,236,716 as a result of a stock split in March 1998)
shares of Common Stock of CIBER, Inc., subject to his right to satisfy his
obligations under the STRYPES Agreement by delivering to ML & Co. cash with an
equal value. Furthermore, the reporting person's obligations may be satisfied by
delivery of fewer than 2,118,358 (4,236,716 post-split) shares if the Maturity
Price of the CIBER Common Stock is in excess of the applicable Initial
Appreciation Cap (as those terms are defined in the Prospectus, dated January
26, 1998, of ML & Co. filed with the Securities and Exchange Commission on
January 27, 1998 pursuant to Rule 424(b)(the "Prospectus"). The STRYPES
securities and the STRYPES Agreement reported herein are more fully described in
the Prospectus.
The 2,118,358 (4,236,716 post-split) shares of CIBER Common Stock
referred to above are held indirectly by the reporting person in the name of
Bobby G. Stevenson as trustee of the 1998 Bobby G. Stevenson Revocable Trust.
Assuming the delivery to the ML & Co. Subsidiary of the maximum number of shares
of Common Stock required by ML & Co. to pay and discharge all of the STRYPES
(including STRYPES subject to the over-allotment option granted to the
Underwriter of the STRYPES) pursuant to the Forward Purchase Contract, Mr.
Stevenson will beneficially own 7,798,703 shares of Common Stock, which will
represent approximately 20% of the Company's outstanding stock.
/3/ Based on 59,414,160 shares of Common Stock outstanding as of December 31,
1999.
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CUSIP NO. 17163B102 SCHEDULE 13G PAGE 5 OF 6
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(c) Number of shares as to which such person has:
(a) Sole power to vote or to direct the
vote: 12,035,419
(b) Shared power to vote or to direct the vote: 0
(c) Sole power to dispose or to direct the
disposition of: 7,798,703
(d) Shared power to dispose or to direct the
disposition of: 4,236,716 4
Item 5. Ownership of Five Percent or Less of a Class: NOT APPLICABLE
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. o
Instruction: Dissolution of a group requires a response to
this item.
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:
NOT APPLICABLE
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/4/ Pursuant to the Strypes Agreement described in note 2 above, Mr. Stevenson
may not dispose of the 2,118,353 (4,236,716 post-split) shares securing the
Strypes agreement until the Strypes Agreement is settled.
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CUSIP NO. 17163B102 SCHEDULE 13G PAGE 6 OF 6
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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: February 11, 2000
/S/ BOBBY G. STEVENSON
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Bobby G. Stevenson
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C 1001)
