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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
PROJECT SOFTWARE & DEVELOPMENT, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
743 39P 101
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(CUSIP Number)
Robert L. Daniels, 100 Crosby Drive
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Bedford, Massachusetts 01730 (781-280-4000)
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 1, 1998
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(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).
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 2 of 6 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) [ ]
(b) [X]
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
121,000 (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; and 1,000 shares which are held
by Mr. Stanzler individually).
Beneficially 8 SHARED VOTING POWER
Owned by None
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person 121,000
with 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,000
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. Mr. Stanzler also disclaims beneficial ownership of
500 shares held by each of his two sons, James C. Stanzler and Daniel M.
Stanzler.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.57%
14 TYPE OF REPORTING PERSON
00
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 3 of 6 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) [ ]
(b) [X]
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
121,000 (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; and 1,000 shares which are held
by Mr. Stanzler individually).
Number of Shares None
Beneficially
Owned by 8 SHARED VOTING POWER
Each
Reporting None
Person
with 9 SOLE DISPOSITIVE POWER
121,000
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,000
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. Mr. Stanzler also disclaims beneficial ownership of
500 shares held by each of his two sons, James C. Stanzler and Daniel M.
Stanzler.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.57%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 4 of 6 Pages
This Amendment is being filed to remove Alan L. Stanzler, both individually
and as trustee, as a Reporting Person and to update certain information
contained in Items 2, 4 and 5.
Item 2. Identity and Background. Item 2 is hereby amended to add the
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following:
(a) Alan L. Stanzler consented to be named as a nominee of Robert L.
Daniels and Susan H. Daniels for election as a director of the Registrant at its
Annual Meeting of Stockholders ("Meeting") held on May 28, 1998. As such Mr.
Stanzler may have been deemed a member of the group with Robert L. Daniels and
Susan H. Daniels. Mr. Stanzler was elected a director of the Registrant at the
Meeting and disclaims any intention to act as part of any group. It is Mr.
Stanzler's intention to act independently in all matters affecting the
Registrant.
(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.
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 5 of 6 Pages
Items 4. Purpose of the Transaction. Item 4 is hereby amended to add the
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following:
On December 9, 1997, Mr. Daniels delivered notice, pursuant to the
Registrant's by-laws, of his nomination of Mr. Stanzler for election as director
at the Meeting. Mr. Stanzler was elected a Director of the Registrant at the
Meeting. Mr. Stanzler intends to act independently on all matters affecting the
Registrant and disclaims any intention to act as a part of any group.
Item 5. Securities Beneficially Owned. Item 5 is hereby amended to add
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the following:
(a) Mr. Stanzler beneficially owns (within the definition of Rule 13-d
3 of the Securities Exchange Act of 1934), 156,000 shares of the Company's
common stock (representing 1.57% of the outstanding Common Stock of the
Registrant based on the number of shares outstanding as of April 30, 1998
(9,955,089) as reported in the Issuer's Form 10-Q for the quarter ended
March 31, 1998) 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; 21,000 shares underlying
options granted under Stock Option Plans of the Company; 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 21,000 shares underlying options
granted under Stock Option Plans of the Company 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 the purchase of 1,000 shares on
May 27, 1998 at $19.75 per share.
(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. Mr. Stanzler also disclaims
beneficial ownership of 500 shares held by each of Mr. Stanzler's two sons.
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and
belief, the undersigned certifies that the information set forth in this
statement with respect to him or her is true, complete and correct.
June 1, 1998
/s/ Alan L. Stanzler
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Alan L. Stanzler
THE KENNETH L. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
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Alan L. Stanzler, as Trustee
THE GREGORY J. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
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Alan L. Stanzler, as Trustee
THE MARC D. DANIELS IRREVOCABLE TRUST
By:/s/ Alan L. Stanzler
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Alan L. Stanzler, as Trustee
