<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-
11(c) or (S)240.14a-12
CBT GROUP PUBLIC LIMITED COMPANY
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LETTERHEAD OF CBT GROUP]
19th May 1999
TO THE ORDINARY SHAREHOLDERS
Dear Shareholder,
You will recently have received materials relating to the convening of an Annual
General Meeting of CBT Group PLC to be held at the Merrion Hotel, Upper Merrion
Street, Dublin 2, Ireland on Friday, June 4, 1999 at 11:00 a.m.
The proxy card enclosed with those materials was the proxy card intended for use
by the registered owners of CBT's American Depositary Receipts ("ADR's") and not
the Ordinary Shareholders. Accordingly, please ignore the proxy card previously
supplied. The correct proxy card is enclosed with this letter.
The enclosed proxy card should be used in substitution for the proxy card
previously supplied and should be returned to the Company's Registrars in the
reply paid envelope provided by the Company's Registrars and which accompanied
the materials previously sent to you.
In view of the fact that the incorrect proxy card was sent to the Ordinary
Shareholders the Annual General Meeting must now be convened on short notice.
Accordingly, you will also find enclosed with this letter a form of Consent to
the convening of the Annual General Meeting on short notice.
I would be most obliged if you would sign and return to me as soon as possible
the enclosed form of Consent to Short Notice.
The error made relates only to the proxy card sent to the Company's Ordinary
Shareholders; the correct proxy card was timely sent to the registered owners of
CBT's ADR's. Accordingly, this letter is being sent only to the Company's
Ordinary Shareholders and not to the owners of the Company's ADR's. The Company
has only 15 ordinary shareholders, 6 of whom are US resident, 1 of whom is
resident in Canada and 1 of whom is resident in the Isle of Man. All of the
other Ordinary Shareholders are Irish residents.
On behalf of the Company I apologise for this error and for any inconvenience
caused and thank you in advance for your co-operation in executing and
returning the form of Consent to Short Notice.
Yours faithfully,
/s/ Jennifer Caldwell
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JENNIFER CALDWELL
COMPANY SECRETARY
<PAGE>
CBT GROUP PUBLIC LIMITED COMPANY (the "Company")
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CONSENT TO SHORT NOTICE
I, the undersigned, being a member of the Company entitled to receive notice
of and to attend and vote at the Meeting specified in the Notice of Meeting
attached hereto, HEREBY pursuant to section 133(3) of the Companies Act, 1963
------
consent to the holding of such Meeting on the date and at the time specified
in such Notice and to the passing thereat of the Resolutions referred to in
the said Notice notwithstanding that less than the statutory notice of such
Meeting and of the proposal of the Resolutions has been given.
Dated this day of 1999
___________________________
[NAME OF SHAREHOLDER]
<PAGE>
CBT PUBLIC LIMITED COMPANY
NOTICE OF ANNUAL GENERAL MEETING
Notice is Hereby Given that the ANNUAL GENERAL MEETING of Shareholders of
CBT Group Public Limited Company, a corporation organized under the laws of the
Republic of Ireland (the "Company"), will be held at Merrion Hotel, Upper
Merrion Street, Dublin 2, Ireland on Friday, June 4, 1999 at 11:00 a.m. (the
"Meeting") for the purpose of transacting the following business:
ORDINARY BUSINESS
1. By separate resolutions to re-elect as Directors the following persons who
retire by rotation and, being eligible, offer themselves for re-election in
accordance with the Company's Articles of Association.
(A) Mr. Gregory M. Priest; and
(B) Mr. John P. Hayes
2. To elect as a director Mr. James S. Krzywicki who was appointed during the
year.
3. To receive and consider the Report of the Directors and the Consolidated
Financial Statements of the Company for the year ended December 31, 1998 and the
Auditors' Report to the Members.
4. To authorize the Directors to fix the remuneration of the Company's auditors
for the year ending December 31, 1999.
SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolution which will
be proposed as an ordinary resolution:
5. That the Company's Employee Share Purchase Plan (the "ESPP") be and it is
hereby amended to increase the total number of shares reserved for issuance
thereunder by 1,000,000 ordinary shares of IR9.375p each and that the directors
of the Company be and they are hereby authorized to do such acts and things as
they may consider necessary or expedient to establish and carry into effect the
increase in the number of shares available under the ESPP.
To conduct any other ordinary business of the Company as may properly come
before the Meeting.
By Order of the Board
/s/ Jennifer M. Caldwell
------------------------
Jennifer M. Caldwell
Secretary
May 6, 1999
Registered Office:
Belfield Office Park
Clonskeagh
Dublin 4, Ireland
<PAGE>
NOTES:
1. The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. You are urged to read the Proxy Statement
carefully.
2. Those persons whose names appear in the Register of Members of the Company
("Members") on the date materials are dispatched to shareholders are entitled to
receive notice of the Meeting or any adjournment thereof. In addition, Members
on the date of the Meeting are entitled to attend and vote at the Meeting.
3. The Company, at the request of The Bank of New York, as Depositary for the
Ordinary Shares underlying and represented by the American Depositary Shares
("ADSs"), has set April 9, 1999 as the Record Date for the determination of
those holders of American Depositary Receipts representing such ADSs
(collectively, the "ADS Holders") entitled to give instructions for the exercise
of voting rights at the Meeting or any adjournment thereof. ADS Holders may not
vote at the Meeting; however, the Depositary has the right to vote all of the
Ordinary Shares represented by ADSs, subject to certain limitations. Voting of
the ADSs is more fully described in the Proxy Statement accompanying this
Notice.
4. A Member entitled to attend and vote at the Meeting may appoint a proxy or
proxies to attend, speak and vote in his, her or its place. A proxy need not be
a Member of the Company. To be valid, proxy forms must be deposited with the
Company's Registrars, Bank of Ireland, Registration Department, P.O. Box 4044,
4th Floor, Hume House, Ballsbridge, Dublin 4, Ireland not later than 11:00 a.m.
on June 4, 1999. Completion of the proxy form does not preclude a Member from
attending the Meeting and from speaking and voting thereat.
5. The Register of Directors' Interests and particulars of directors'
transactions in the share capital of the Company and its subsidiary companies
required to be kept under section 59 of the Companies Act, 1990 will be
available for inspection at the Meeting from 10:45 a.m. until the conclusion of
the Meeting. Otherwise they will be open for inspection at the Registered
Office of the Company during normal business hours on any weekday (Saturdays,
Sundays and Irish Public holidays excluded) from the date of this Notice until
the date of the Meeting.
YOUR VOTE IS IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY FORM AS PROMPTLY AS POSSIBLE
AND RETURN IT IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. IF
YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE RETURNED A
PROXY.
<PAGE>
CBT GROUP PUBLIC LIMITED COMPANY
THIS PROXY FOR THE ANNUAL GENERAL MEETING IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Member of CBT Group PLC, a public limited company organized
under the laws of the Republic of Ireland (the "Company"), hereby acknowledges
receipt of the Notice of Annual General Meeting of Shareholders and Proxy
Statement, each dated May 5, 1999, and hereby appoints William G. McCabe,
Gregory M. Priest and Jennifer M. Caldwell, and each of them, proxies and
attorneys-in-fact, each with full power of substitution, or
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of as proxy and attorney in fact (see Note 2 below), on behalf
----------------
and in the name of the undersigned, to represent the undersigned at the
Company's Annual General Meeting to be held at 11:00 a.m. on June 4, 1999 at
Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland, and at any adjournments
thereof, and to vote all shares which the undersigned would be entitled to vote
if then and there personally present, on all matters set forth on the reverse
side hereof and in their discretion upon such other matters as may properly come
before the Annual General Meeting.
NOTES:
1. A proxy may (i) vote on a show of hands or on a poll, (ii) demand or join in
demanding a poll and (iii) speak at the Annual General Meeting.
2. If it is desired to appoint as proxy any person other than those set forth
above, please delete the names set forth above and insert the name and
address of your own proxy in the space provided. The alteration should be
initialled. A proxy need not be a shareholder of the Company.
3. In the case of a corporation, this form must be executed either under its
Common Seal or under the hand of an officer or attorney duly authorized.
4. In the case of joint holders, the signature of any one of them will suffice,
but the names of all joint holders should be shown. The vote of the senior
joint holder who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders, and for
this purpose seniority shall be determined by the order in which the names
stand in the Register of Members in respect of the joint holding.
5. To be effective, the proxy form and the power of attorney or other authority,
if any, under which it is signed, or a notarially certified copy of such
power or authority must be deposited with the Company's Registrars, Bank of
Ireland, Registration Department, P.O. Box 4044, 4th Floor, Hume House,
Ballsbridge, Dublin 4, Ireland not less than 48 hours before the time
appointed for the holding of the Annual General Meeting or adjourned Annual
General Meeting.
6. Any alterations made to this proxy form should be initialled.
7. On a poll a person entitled to more than one vote need not use all his, her
or its votes or cast all the votes he, she or it uses in the same way.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY
IN THE ENVELOPE PROVIDED.
1
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" EACH OF THE PROPOSALS SET FORTH BELOW AND AS SAID PROXIES DEEM
APPROPRIATE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
GENERAL MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION FOR ANY MOTION
MADE FOR ADJOURNMENT OF THE ANNUAL GENERAL MEETING (INCLUDING, WITHOUT
LIMITATION, FOR PURPOSES OF SOLICITING ADDITIONAL VOTES FOR APPROVAL OF THE
PROPOSALS SET FORTH BELOW).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
ORDINARY BUSINESS -------------------------------------------
<S> <C> <C> <C>
1A) To re-elect Gregory M. Priest as a director of [ ] [ ] [ ]
the Company.
1B) To re-elect John P. Hayes as a director [ ] [ ] [ ]
of the Company.
2. To elect James S. Krzywicki as a director of the
Company.
3. To consider the Company's consolidated financial [ ] [ ] [ ]
statements and the reports of the directors and
auditors for the year ended December 31, 1998.
4. To authorize the directors of the Company to [ ] [ ] [ ]
fix the remuneration of the Company's auditors for the
year ending December 31, 1999.
SPECIAL BUSINESS
5. To amend the Company's Employee Share Purchase [ ] [ ] [ ]
Plan to increase the total number of shares reserved
for issuance thereunder by 1,000,000 Ordinary Shares.
</TABLE>
Mark here if you plan [ ] Mark here, and indicate [ ]
to attend the Annual below, for a change of
General Meeting. address.
Please sign exactly as name appears below. When shares are held by joint
holders, the signature of any one of them will suffice, but the names of all
joint holders should be shown. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, this form must be executed either under its Common Seal or under
the hand of an officer or attorney duly authorized. If a partnership, please
sign in partnership name by authorized person.
Date: , 1999
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Signature:
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(Print Name)
Date: , 1999
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Signature:
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(Print Name)
2
