<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
PROJECT SOFTWARE & DEVELOPMENT, INC.
------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
743 39P 101
-----------
(CUSIP Number)
Robert L. Daniels, 20 University Road
-------------------------------------
Cambridge, Massachusetts 02138 (617-354-1006)
---------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 10, 1997
---------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / / (A fee is
not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 2 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan L. Stanzler, as Trustee of the (a) Kenneth L. Daniels
Irrevocable Trust, (b) Gregory J. Daniels Irrevocable Trust and (c) Marc D.
Daniels Irrevocable Trust.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS PURSUANT TO ITEMS 2(d) or 2(e)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
Number of shares 7 SOLE VOTING POWER
120,000 (of which 37,500 shares are held in the
Kenneth L. Daniels Irrevocable Trust; 45,000 shares
are held in the Gregory J. Daniels Irrevocable
Trust; and 37,500 are held in the Marc D. Daniels
Irrevocable Trust).
Beneficially 8 SHARED VOTING POWER
Owned by None
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person 120,000
with 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Mr. Stanzler disclaims beneficial ownership of shares held by Robert
Daniels individually and as Trustee of the 1996 Daniels Voting Trust and shares
held by Susan H. Daniels.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 3 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan L. Stanzler, individually
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS PURSUANT TO ITEMS 2(d) or
2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
Number of Shares None
Beneficially
Owned by 8 SHARED VOTING POWER
Each
Reporting None
Person
with 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
Mr. Stanzler disclaims beneficial ownership of shares held by Robert
Daniels individually and as trustee of the 1996 Daniels Voting Trust and shares
held by Susan H. Daniels.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 4 of 20 Pages
This Amendment is being filed to report the addition of Alan L. Stanzler as
a Reporting Person and to update certain information contained in Item 4.
Item 2. Identity and Background. Item 2 is hereby amended to add the
-----------------------
following:
(a) Alan L. Stanzler has consented to be named as a nominee for election as
a director of the Issuer at its next Annual Meeting of Stockholders ("Meeting")
scheduled for February 10, 1998. As such Mr. Stanzler may be deemed a member of
the group with Robert L. Daniels and Susan H. Daniels.
(b) Mr. Stanzler's business address is One Boston Place, Boston, MA 02108.
(c) Mr. Stanzler is a member of the law firm of Davis, Malm & D'Agostine,
One Boston Place, Boston, MA 02108.
(d) During the last five years, Mr. Stanzler has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Stanzler has not been party to a civil
proceeding of a judicial or administrative body and as a result of such
proceeding was or is the 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.
(f) Mr. Stanzler is a United States citizen.
Item 3. Amount and Source of Funds. Item 3 is hereby amended to add the
--------------------------
following:
Mr. Stanzler is Trustee of three irrevocable trusts (the "Trusts") for
the benefit of the children of Robert and Susan Daniels. Such Trusts own an
aggregate of 120,000 shares of the Issuer's common stock. Robert L. Daniels
contributed such shares to the Trusts.
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 5 of 20 Pages
Items 4. Purpose of the Transaction. Item 4 is hereby amended to add the
--------------------------
following:
On December 9, 1997, Mr. Daniels delivered notice, pursuant to the Issuer's
by-laws, of his nomination of Mr. Stanzler for election as director at the
Meeting. Mr. Daniels and Mr. Stanzler intend to solicit proxies in support of
Mr. Stanzler's nomination. Upon election as a director, Mr. Stanzler intends to
support Mr. Daniels' efforts to seek purchasers of the Company at a price above
current market prices.
The Reporting Persons intend to review their investment in the Issuer on a
continuing basis, and reserve the right to take such action with respect to such
investment as each deems appropriate in light of the circumstances existing from
time to time.
Item 5. Securities Beneficially Owned. Item 5 is hereby amended to add
-----------------------------
the following:
(a) Mr. Stanzler beneficially owns (within the definition of Rule 13-d
3 of the Securities Exchange Act of 1934), 143,000 shares of the Company's
common stock (representing 1.5% of the outstanding Common Stock of the Issuer
based on the number of shares outstanding as of July 31, 1997 (9,842,383) as
reported in the Issuer's Form 10-Q for the quarter ended June 30, 1997)
including 37,500, 45,000 and 37,500, respectively as Trustee of The Kenneth L.
Daniels Irrevocable Trust, The Gregory J. Daniels Irrevocable Trust and The
Marc D. Daniels Irrevocable Trust; 9,000 shares underlying options granted
under the Company's 1994 Stock Option Plan; Stock Appreciation Rights with
respect to 14,000 shares granted by Robert L. Daniels exercisable for five years
from December 8, 1997 at $20.00 per share.
(b) Mr. Stanzler has the sole power to vote and dispose of the Shares
referred to in subparagraph (a), except for the 9,000 shares underlying options
granted under the Company's 1994 Stock Option Plan and the Stock Appreciation
Rights with respect to 14,000 shares granted by Mr. Daniels.
(c) Mr. Stanzler has not engaged in any transaction in the Issuer's
securities in the past 60 days other than receipt of the Stock Appreciation
Right described in Item 6 and termination of the prior option.
(d) Mr. Stanzler disclaims any beneficial interest in shares held by
Mr. Daniels individually or in his capacity as Trustee of the 1996 Daniels
Voting Trust, and in shares held by Ms. Daniels.
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 6 of 20 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to the Issuer's Securities. Item 6 is amended to add the following:
- ----------------------------------
On December 8, 1997, Robert L. Daniels (i) granted Alan L. Stanzler Stock
Appreciation Rights ("SAR") with respect to 14,000 shares of the Issuer's common
stock, exercisable for five years at $20 per share, and (ii) agreed to indemnify
Mr. Stanzler against certain losses (as defined in the indemnification
agreement) and to reimburse him for certain expenses incurred in connection with
his nomination for election as a director of the Issuer. The SAR agreement and
indemnification agreement are filed herewith as exhibits and are incorporated
herein by reference. On December 8, 1997, Mr. Stanzler consented to (i) being a
director of the Issuer, (ii) being named in a proxy statement for that purpose,
and (iii) to serving as a director of the Issuer when elected.
Item 7. Materials to be Filed as Exhibits. Item 7 is hereby amended to
---------------------------------
add the following:
Exhibit 3. Option Agreement dated October 2, 1996
Exhibit 4. Stock Appreciation Rights Agreement
dated December 8, 1997 (supersedes Exhibit 3)
Exhibit 5. Indemnification and Expense Agreements,
each dated December 8, 1997
Exhibit 6. Notice of Nomination of Alan L.Stanzler,
with attachments.
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 7 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement with respect to him or her is true, complete and correct.
December 10, 1997
/s/ Robert L. Daniels
-----------------------------
Robert L. Daniels
/s/ Susan H. Daniels
------------------------------
Susan H. Daniels
/s/ Alan L. Stanzler
------------------------------
Alan L. Stanzler
THE 1996 DANIELS VOTING TRUST
By:/s/ Robert L. Daniels
----------------------------
Robert L. Daniels, as
Trustee
THE KENNETH L. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
------------------------------
Alan L. Stanzler, as Trustee
THE GREGORY J. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
------------------------------
Alan L. Stanzler, as Trustee
THE MARC D. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
------------------------------
Alan L. Stanzler, as Trustee
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 8 of 20 Pages
EXHIBIT INDEX
Exhibit 3. Option Agreement dated October 2, 1996
Exhibit 4. Stock Appreciation Rights Agreement dated December 8, 1997
(supersedes Exhibit 3)
Exhibit 5. Indemnification and Expense Agreements, each dated December 8,
1997
Exhibit 6. Notice of Nomination of Alan L. Stanzler, with attachments.
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 9 of 20 Pages
Exhibit 3
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 10 of 20 Pages
October 2, 1996
Alan L. Stanzler, Esquire
Davis, Malm & D'Agostine
One Boston Place
Boston, Massachusetts 02108
Dear Alan:
This letter will confirm our agreement regarding the option I have granted
to you to acquire 4,000 shares of the Common Stock of Project Software &
Development, Inc. ("PSDI") owned by me at price of $31 per share, the closing
price on August 14, 1996. The option shall be for a period of five (5) years
and shall expire on August 12, 2001.
During the first two (2) years of the option term, the option will take the
form of a shared appreciation right ("SAR") and in the event I sell an aggregate
of 400,000 or more shares of my stock of PSDI, I shall notify you of the price
per share of the sale and, at your request, I shall pay to you an amount equal
to the value of the SAR (4,000 times the difference between the price per share
of the sale and $31).
In the event the SAR is not realized within two (2) years, then you shall
have the option to acquire the shares from me at $31 per share.
This letter shall take effect as a sealed instrument.
Sincerely yours,
/s/ Robert L. Daniels
Robert L. Daniels
ACCEPTED AND AGREED:
/s/ Alan L. Stanzler
- -----------------------------
Alan L. Stanzler
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 11 of 20 Pages
Exhibit 4
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 12 of 20 Pages
ROBERT L. DANIELS
20 University Road
Cambridge, MA 02138
December 8, 1997
Alan L. Stanzler, Esq.
Davis, Malm & D'Agostine
One Boston Place
Boston, MA 02108
Dear Alan:
This letter will confirm our agreement regarding the stock appreciation
right ("SAR") I have granted to you with respect to 14,000 shares of the Common
Stock of Project Software & Development, Inc. ("PSDI") owned by me. The SAR,
which replaces the option I granted to you on October 2, 1996, shall be
exercisable in whole or in part until the earlier of December 7, 2002 and the
date on which I sell all of my PSDI shares.
You may exercise your SAR with respect to any of the shares subject to this
agreement by delivering to me a signed notice (the "Notice") specifying the
number of shares as to which exercise is sought. I shall pay to you an amount
equal to the number of shares set forth in the Notice multiplied by the
difference between the Closing Price and $20 (the "Strike Price"). The Closing
Price shall be the reported closing price for the shares of PSDI common stock on
the day the notice is received. If there is no closing price for that day, then
the closing price on the next day on which a closing price is reported shall be
used. In the event that I sell all of my stock of PSDI, I shall notify you of
the price per share of the sale and, at your request, I shall pay you the
difference between the Closing Price on the day of the sale of my last PSDI
shares and the Strike Price, multiplied by the number of shares then subject to
the SAR.
In the event of any stock splits or recapitalization, appropriate equitable
adjustments shall be made to the number of shares and strike price subject to
this SAR.
Sincerely yours,
/s/ Robert L. Daniels
Robert L. Daniels
ACCEPTED AND AGREED:
/s/ Alan L. Stanzler
- --------------------------
Alan L. Stanzler
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 13 of 20 Pages
Exhibit 5
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 14 of 20 Pages
ROBERT L. DANIELS
20 University Road
Cambridge, MA 02138
INDEMNIFICATION AGREEMENT
December 8, 1997
Alan L. Stanzler
15 Beaver Pond Road
Lincoln, MA 01773
Dear Alan:
This letter shall set forth my agreement to indemnify you in
connection with your consent to be nominated by me for election to the board of
directors of Project Software & Development, Inc. (the "Issuer"). I hereby
agree to indemnify and hold you harmless from and against any losses, claims,
damages, liabilities, judgments or expenses ("Losses") as and when incurred by
you in the defense of any action, claim, proceeding or investigation, which
arises out of, or relates to your agreement to be a nominee and the contemplated
proxy contest seeking your election, other than any such Losses that have been
finally adjudicated by a court of competent jurisdiction to have been the result
of your willful misconduct or gross negligence.
If any claims are asserted against you with respect to which indemnity
may be sought from me pursuant to this Agreement, you shall, within a reasonable
time after receipt of notice of such claim, notify me in writing at my address
set forth above, with a simultaneous copy to my counsel, Stuart L. Shapiro,
Shapiro Forman & Allen, LLP, 565 Fifth Avenue, New York, NY 10017, of the
assertion of such claims. Upon receipt of such notice from you I shall assume
the defense of such claim, including the employment of counsel selected by me.
If you shall elect, you shall have the right to employ separate counsel with
respect to any such claim and participate in the defense thereof and the fees
and expenses of such separate counsel shall be paid for by me. No settlement of
any such claim shall be entered into without your consent.
/s/ Robert L. Daniels
--------------------------
Robert L. Daniels
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 15 of 20 Pages
December 8, 1997
Alan L. Stanzler
15 Beaver Pond Road
Lincoln, MA 01773
Dear Alan:
This letter shall set forth my agreement with respect to your expenses in
connection with your consent to be nominated by me for election to the board of
directors for Project Software & Development, Inc. (the "Issuer"). I hereby
agree to reimburse you promptly for any and all of your expenses incurred as a
result of your consent and the contemplated proxy contest, including travel and
transportation, secretarial and stenographical expenses, lodging, phone, fax and
delivery services.
I hereby transmit to you a check for $5,000 to be applied to these expenses
with the understanding that you will provide me with an accounting monthly and
reimburse me for any remaining sums not utilized.
Sincerely yours,
/s/ Robert L. Daniels
Robert L. Daniels
20 University Road
Cambridge, MA 02138
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 16 of 20 Pages
Exhibit 6
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 17 of 20 Pages
ROBERT L. DANIELS
20 University Road
Cambridge, Massachusetts 02138
December 8, 1997
BY HAND
Paul D. Birch
Clerk
Project Software & Development, Inc.
100 Crosby Drive
Bedford, Massachusetts 01730
Dear Paul:
The undersigned, holder of record of at least 1,039,502 shares of the
common stock of Project Software & Development, Inc. (the "Company") and the
beneficial owner of 3,190,760 Common shares, pursuant to Section 4.3 of the
Company's bylaws, hereby provides notice of his intention to nominate Alan L.
Stanzler for election as a director at the Company's annual meeting of
stockholders currently scheduled for February 10, 1998. Information required
pursuant to Regulation 14A under the Securities Exchange Act of 1934 regarding
Mr. Stanzler is attached hereto, as is his consent to such nomination and to
serve as a director, when elected.
I understand from documents supplied to me by you that my address, as
it appears on the Company's stock records, is c/o Foley, Hoag & Eliot, 1 Post
Office Sq., Boston, MA 02109.
Cordially,
/s/ Robert L. Daniels
Robert L. Daniels
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 18 of 20 Pages
Information Concerning Nominees for Election
--------------------------------------------
to Board of Directors of Project Software & Development, Inc. ("PSDI")
----------------------------------------------------------------------
1. The nominee is: Alan L. Stanzler
One Boston Place, 37th Floor
Boston, MA 02108
Mr. Stanzler was a director of the Company from June 1992 until March 1994,
and was Clerk of the Company from May 1990 until September 1996. Robert L.
Daniels has agreed to finance Mr. Stanzler's expenses in connection with
his efforts to be elected a director of the Company and has agreed to
indemnify Mr. Stanzler against certain liabilities Mr. Stanzler may incur
in connection with such efforts. Mr. Stanzler is 54 years old.
2. Since July 1, 1995, Mr. Stanzler has been a member of the law firm of
Davis, Malm & D'Agostine, P.C., One Boston Place, Boston, MA 02108. From
1978 through June 30, 1995, Mr. Stanzler was a member of the law firm of
Finnegan & Stanzler, P.C. in Boston, MA.
3. Mr. Stanzler has not, during the past ten years, been convicted in a
criminal proceeding exclusive of traffic violations and similar
misdemeanors, nor has he, during the past five years, been involved in any
legal proceedings of the type requiring disclosure under 401(f) of the
Regulation S-K.
4. Mr. Stanzler beneficially owns (within the definition of Rule 13d-3 of the
Securities Exchange Act of 1934), 143,000 shares of the Company's common
stock including 37,500, 45,000 and 37,500, respectively as Trustee of the
Kenneth L. Daniels Irrevocable Trust, The Gregory J. Daniels Irrevocable
Trust and The Marc D. Daniels Irrevocable Trust; 9,000 shares underlying
options granted under the Company's 1994 Stock Option Plan; and 14,000
shares underlying Stock Appreciation Rights ("SAR") granted by Robert L.
Daniels exercisable for five years from December 8, 1997.
5. Other than as set forth above, Mr. Stanzler does not own beneficially or of
record any shares of the Company's common stock.
6. Other than as set forth below, Mr. Stanzler has not purchased or sold any
of the Company's securities within the past two years.
<TABLE>
<CAPTION>
Date No. of Shares Purchase (P)/Sale(S)
---- ------------- --------------------
<S> <C> <C>
5/17/96 3,000 S
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 19 of 20 Pages
<TABLE>
<S> <C> <C>
6/13/96 3,000 S
12/12/96 1,000 S
12/12/96 2,000 S
4/22/97 1,500 P
6/18/97 1,500 S
4/18/97 (IRA) 900 S
4/21/97 (IRA) 900 P
4/3/97 (IRA) 1,000 P
6/18/97 (IRA) 1,000 S
</TABLE>
7. Other than the SAR described in Paragraph 4 above, Mr. Stanzler is not
party to any contract, arrangement or understanding regarding the
securities of PSDI except that Mr. Daniels has agreed to indemnify Mr.
Stanzler against certain liabilities, and to reimburse him for certain
expenses, incurred in connection with the solicitation of proxies in
support of efforts to elect Mr. Stanzler as a director of PSDI. Copies of
the SAR Agreement, Indemnification Agreement and Reimbursement Agreement
are attached hereto and incorporated herein by reference.
8. Robert L. Daniels may be deemed an associate of Mr. Stanzler. Mr. Stanzler
refers to Amendment No. 3 to Mr. Daniels' Schedule 13D filed with the
Securities & Exchange Commission on or about November 25, 1997 for
information regarding the Company's securities beneficially owned by Mr.
Daniels.
9. Upon election to the board, Mr. Stanzler intends to assist Mr. Daniels in
his efforts as a director of the Company to attract potential purchasers
for the Company at a premium to the current market price for the Company's
common stock.
10. Mr. Stanzler is not party to any legal proceeding of the type described in
Instruction 4 to Item 103 of Regulation S-K.
11. Mr. Stanzler is not, and has not been since the beginning of PSDI's last
fiscal year, party to a transaction of the type required to be disclosed
pursuant to Items 404(a), (b) or (c) of Regulation S-K.
<PAGE>
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 20 of 20 Pages
ALAN L. STANZLER
The undersigned hereby consents to being nominated by Robert L.
Daniels for election as a director of Project Software & Development, Inc., to
being named in a proxy statement for that purpose and to serving as a director
if elected.
Dated: December 8, 1997
/s/ Alan L. Stanzler
--------------------------------------
Alan L. Stanzler
