UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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)
________________________________________________________________________________
(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>
This Amendment is being filed on behalf of Robert Daniels, Susan Daniels
and Alan Stanzler (the "Reporting Persons") to amend items 4, 6 and 7 of their
Schedule 13D with respect to the securities of Project Software & Development,
Inc. (the "Issuer").
Items 4 and 6.
On January 13, 1998, Mr. Daniels filed with the Securities and Exchange
Commission (the "Commission") preliminary proxy materials in furtherance of his
efforts to elect Mr. Stanzler as a director of the Issuer. Following such
filing, counsel for the Issuer and Mr. Daniels held brief discussions which
resulted in an agreement between Mr. Daniels and the Issuer's Board of Directors
(the "Board") pursuant to which the Board agreed not to nominate a candidate for
election as a director, or to oppose Mr. Stanzler's election, and Mr. Daniels
agreed to withdraw his preliminary proxy materials. A copy of the Agreement
between Mr. Daniels and the Issuer's Board is filed herewith as Exhibit 8 and is
incorporated herein by reference.
Mr. Daniels intends to nominate Mr. Stanzler and to vote his shares in
favor of Mr. Stanzler's election at the 1998 Annual Meeting of Shareholders
("Meeting"). Upon Mr. Stanzler's election to the Issuer's Board, Mr. Daniels and
Mr. Stanzler intend to investigate alternatives to enhance shareholder value,
including the possible sale of the Issuer at a premium to the current market
price. Until such investigation is completed, the Reporting Persons cannot
determine whether a sale at an appropriate price would be attainable.
Mr. Daniels has, from time to time, expressed to the other directors his
dissatisfaction with the performance of the Company's chief executive officer,
and he intends to continue to evaluate such performance and recommend to the
board such changes as he deems appropriate.
<PAGE>
Item 7. Materials to be Filed as Exhibits.
Exhibit 8 Agreement by Robert Daniels and the Issuer's Board of Directors
dated February 11, 1998.
<PAGE>
SIGNATURES
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.
Dated: May 6, 1998
/s/ Robert L. Daniels
----------------------------------------
Robert L. Daniels
/s/ Susan H. Daniels
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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
EXHIBIT 8
February 11, 1998
To the Board of Directors
of Project Software & Development, Inc.
Gentlemen:
Reference is made to resolutions adopted today by the Board of Directors of
Project Software & Development, Inc. (the "Company") with respect to the form of
proxy materials for the annual meeting of stockholders of the Company scheduled
to be held on March 31, 1998 (the "Annual Meeting"). This is to confirm that, in
consideration of the Board's determination, as set forth in such resolution, not
to nominate a candidate for election as a Class II director to fill the vacancy
created by the expiration of the term of Charles S. Jones or to solicit proxies
in opposition to the election of Mr. Stanzler, and of the Company's solicitation
of proxies pursuant to the Proxy Materials described in such resolution, I will
withdraw the preliminary proxy materials filed by me with the Securities and
Exchange Commission (the "Commission") in respect of the Annual Meeting, and
will not file with the Commission or disseminate to any stockholder of the
Company any other proxy material with respect to the Annual Meeting.
In addition, I acknowledge that I have been advised by the Board of
Directors that the Board considers information concerning the steps currently
being taken by the Company to explore its strategic alternatives, including,
without limitation, its engagement of NationsBanc Montgomery Securities LLC to
act as financial advisor to the Company and to assist the Company in identifying
potential candidates for a strategic combination or other transaction involving
the Company (collectively, the "Strategic Information"), to constitute
confidential, proprietary information of the Company, disclosure of which could
cause substantial damage to the interests of the Company and its stockholders.
Without necessarily accepting that characterization of the Strategic
Information, I hereby agree that for a period of six months from the date
hereof, I will not, without the written consent of the Board of Directors,
disclose to any person (other than Susan H. Daniels or my counsel, subject to
the agreement of each of them to maintain its confidentiality) any Strategic
Information of the Company.
Very truly yours,
Robert L. Daniels
