<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RENAISSANCE SOLUTIONS, INC.
________________________________________________________________
(Name of issuer)
Common Stock, par value $.0001 per share
________________________________________________________________
(Title of class of securities)
759924103
_________________________________
(CUSIP number)
G. Drew Conway
The Registry, Inc.
189 Wells Avenue
Newton, MA 02159
(617) 527-6999
_______________________________________________________________________________
(Name, address and telephone number of person authorized to receive notices and
communications)
May 19, 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 /X/. (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.
Page 1 of 14 Pages
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*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 (the "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 2 of 14 Pages
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13D
CUSIP No. 759924103 Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Registry, Inc.
No S.S. or IRS Identification Number
04-2920563
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 3,559,857
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,559,857
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D
CUSIP No. 759924103 Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Rain Acquisition Corp.
No S.S. or IRS Identification Number
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWEREACH
PERSON 0
WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,559,857
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 759924103 Page 5 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
G. Drew Conway
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 3,559,857
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,559,857
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
-------------------
This statement on Schedule 13D relates to the common stock, par value
$.0001 per share (the "Common Stock"), of Renaissance Solutions, Inc. (the
"Issuer"). The Issuer is a Delaware corporation with its principal executive
offices located at 55 Old Bedford Road, Lincoln, Massachusetts 01773.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) The names of the persons filing this statement are, G. Drew Conway
("Conway") President and Chief Executive Officer and 49% stockholder of The
Registry, Inc., a Massachusetts corporation ("Registry"), Registry and Rain
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Registry ("Sub" and together with Conway and Registry, the "Filing Persons").
The filing of this statement by Conway shall not be construed as an admission
that he is the beneficial owner of any securities covered by this statement and
he expressly disclaims any such beneficial interest.
(b) The address of the principal business and principal office of the
Filing Persons is 189 Wells Avenue, Newton, Massachusetts 02159.
(c) Sub was incorporated solely for the purpose of merging with and into
Issuer, and has no other business. Set forth in Schedule A is the name,
citizenship, business or residence address, and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of Sub, as of the date hereof.
Registry's principal business is information technology consulting
services. Set forth in Schedule B is the name, citizenship, business or
residence address, and present principal occupation or employment, as such
occupation or employment is conducted, of each of the directors and executive
officers of Registry, as of the date hereof.
(d) Conway is the President and Chief Executive Officer of Registry.
During the last five years, none of the Filing Persons, nor, to the knowledge of
the Filing Persons, any person named in either Schedule A or Schedule B, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has 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.
(e) During the last five years, none of the Filing Persons, nor to the
knowledge of the Filing Persons, any person named in either Schedule A or
Schedule B, was 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.
Page 6 of 14
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated
as of May 19, 1997, among Registry, Sub, and the Issuer, and subject to the
conditions set forth therein (including approval by the stockholders of the
Issuer and Registry and approvals of applicable regulatory authorities), Sub
will be merged with and into the Issuer (the "Merger"), and each share of Common
Stock (except as otherwise provided in the Merger Agreement) will be converted
into the right to receive 0.80 shares of common stock of Registry.
Concurrently with the execution and delivery of the Merger Agreement,
Registry and Sub entered into a Stockholder Agreement with each of O. Bruce
Gupton, David A. Lubin, Melissa E. Norton, The David A. Lubin Children's Trust,
The Pine Point Foundation, Henry M. Lasker, The Harry M. Lasker Children's
Trust, and The Red Farm Charitable Trust (collectively, the "Stockholders"),
pursuant to which, among other things, the Stockholders, severally and not
jointly, have agreed to vote the shares of Common Stock then owned, currently or
thereafter acquired, in favor of the Merger and have granted to Sub an
irrevocable proxy (coupled with an interest) to vote such shares of Common Stock
in favor of the Merger.
The description of the Merger Agreement, the Stockholder Agreement, and the
Registration Rights Agreement contained in this Schedule 13D are qualified in
their entirety by reference to such agreements, copies of which appear as
Exhibits 1, 2, and 3 hereto, respectively.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
(a)-(b) The purpose of the transaction is to facilitate the approval of the
Merger by the stockholders of the Issuer.
(c)-(i) Not applicable.
(j) Other than as described above, the Filing Persons currently have no
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although the Filing Persons reserve the right
to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a)-(b) As a result of the Stockholder Agreement, the Filing Persons may be
deemed to be the beneficial owners of 3,559,857 shares of Common Stock. Based
upon information contained in the most recently available filing by the Issuer
with the Securities and Exchange Commission (the "SEC"), such shares constitute
approximately 37.6% of the issued and outstanding shares of Common Stock.
Page 7 of 14
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To the knowledge of the Filing Persons, no shares of Common Stock are
beneficially owned by any of the persons named in either Schedule A or Schedule
B.
(c) Neither the Filing Persons, nor, to the knowledge of the Filing
Persons, any person named in either Schedule A or Schedule B, has effected any
transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Pursuant to the Merger Agreement and Stockholder Agreement, Registry and
the Stockholders also entered into a Registration Rights Agreement dated as of
May 19, 1997 which appears as Exhibit 3 hereto. Other than the Merger
Agreement, the Stockholder Agreement, and the Registration Rights Agreement, to
the best knowledge of the Filing Persons, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any persons with respect to any securities
of the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit Description
- ------- ---------
1. Agreement and Plan of Merger, dated as of May 19, 1997, among
The Registry, Inc., Rain Acquisition Corp., and Renaissance
Solutions, Inc. is incorporated herein by reference to the
Registry's current report on Form 8-K, Exhibit 2.1, as filed
with the SEC on May 23, 1997.
2. Stockholder Agreement, dated as of May 19, 1997, among The
Registry, Inc., Rain Acquisition Corp. and the Stockholders is
incorporated herein by reference to the Registry's current
report on Form 8-K, Exhibit 10.1, as filed with the SEC on May
23, 1997.
3. Registration Rights Agreement, dated as of May 19, 1997, among
The Registry, Inc. and the Stockholders is incorporated 4.
herein by reference to the Registry's current report on Form 8-
K, Exhibit 10.2, as filed with the SEC on May 23, 1997 .
Page 8 of 14
<PAGE>
4. Joint Filing Agreement between The Registry, Inc. and Rain
Acquisition Corp.
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: May 27, 1997 RAIN ACQUISITION CORP.
By: /s/ G. Drew Conway
---------------------
Name: G. Drew Conway
Title: President
THE REGISTRY, INC.
By: /s/ G. Drew Conway
----------------------
Name: G. Drew Conway
Title: President
By: /s/ G. Drew Conway
----------------------
Name: G. Drew Conway
Page 9 of 14
<PAGE>
Schedule A
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF RAIN ACQUISITION CORP.
The name, business address and title with Rain Acquisition Corp., and
present principal occupation or employment, of each of the directors and
executive officers of Rain Acquisition Corp. are set forth below. Except as
indicated, each person's business address is 189 Wells Avenue, Newton,
Massachusetts 02159. Each person listed below is a citizen of the United States.
Board of Directors
------------------
Present Principal
Name and Title Occupation
-------------- -----------------
G. Drew Conway, Director, Chief Executive Officer and President,
President The Registry, Inc.
Robert E. Foley, Director, Vice Chief Financial Officer, The
President and Treasurer Registry, Inc.
Richard L. Bugley, Director, Vice General Counsel, The Registry, Inc.
President and Secretary
Page 10 of 14
<PAGE>
Schedule B
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRY, INC.
The name, business address and title with Registry, and present
principal occupation or employment, of each of the directors and executive
officers of Registry are set forth below. Except as indicated, each person's
business address is 189 Wells Avenue, Newton, Massachusetts 02159. Each person
listed below is a citizen of the United States.
Name and Title Present Principal Occupation
-------------- ----------------------------
G. Drew Conway, President, Chief President, Chief Executive Officer
Executive Officer and Director and Director, The Registry, Inc.
Robert E. Foley, Chief Financial Chief Financial Officer and
Officer and Treasurer Treasurer, The Registry, Inc.
Mark W. Biscoe, Vice President, Vice President, Northeast Region, The
Northeast Region Registry, Inc.
Christopher T. Cain, Vice President, Vice President, Southwest Region, The
Southwest Region Registry, Inc.
Anthony F. Carusone, Vice President, Vice President, Southeast Region, The
Southeast Region Registry, Inc.
Christopher B. Egizi, Vice President, Vice President, Midwest Region, The
Midwest Region Registry, Inc.
James F.J. McKee, Vice President, Vice President, Western Region, The
Western Region Registry, Inc.
Martin E. Goober, Vice President Vice President, Operations, The
Operations Registry, Inc.
David E. Jackson, Vice President, Vice President, Network Systems
Network Systems Consulting Practice Consulting Practice, The Registry,
Inc.
Robert P. Badavas, Director President and Chief Executive
Officer, Cerulean Technology, Inc.
Page 11 of 14
<PAGE>
Paul C. O'Brien, Director President, The O'Brien Group, Inc.
Page 12 of 14
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
1. Agreement and Plan of Merger, dated as of May *
19, 1997, among The Registry, Inc., Rain
Acquisition Corp., and Renaissance Solutions,
Inc. is incorporated herein by reference to the
Issuer's current report on Form 8-K, Exhibit 2.1,
as filed with the SEC on May 23, 1997.
2. Stockholder Agreement, dated as of May 19, *
1997, among The Registry, Inc., Rain
Acquisition Corp. and the Stockholders is
incorporated herein by reference to the Issuer's
current report on Form 8-K, Exhibit 2.2, as filed
with the SEC on May 23, 1997.
3. Registration Rights Agreement, dated as of May *
19, 1997, among The Registry, Inc. and the
Stockholders is incorporated herein by reference
to the Issuer's current report on Form 8-K,
Exhibit 2.3, as filed with the SEC on May 23,
1997.
4. Joint Filing Agreement between G. Drew Conway The 13
Registry, Inc. and Rain Acquisition Corp
</TABLE>
Page 13 of 14
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Exhibit 4
---------
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including amendments thereto) with respect
to the common stock of Renaissance Solutions, Inc., and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: May 27, 1997 RAIN ACQUISITION CORP.
By: /s/ G. Drew Conway
------------------------
Name: G. Drew Conway
Title: President
THE REGISTRY, INC.
By: /s/ G. Drew Conway
------------------------
Name: G. Drew Conway
Title: President
/s/ G. Drew Conway
------------------------
Name: G. Drew Conway
Page 14 of 14
