SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 1998
CARNEGIE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-26964 25-1435252
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
FIVE PPG PLACE, PITTSBURGH, PA 15222
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 642-6900
Item 5. OTHER EVENTS.
On September 30, 1998, Carnegie Group, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Logica Inc., a Delaware corporation ("Parent"), and Logica
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
Parent (the "Purchaser"). The Merger Agreement provides, among other things, for
the Purchaser to commence a tender offer (the "Offer") for all of the issued and
outstanding shares of Common Stock, par value $.01 per share, of the Company
(the "Shares"), at a price of $5.00 per Share, net to the seller in cash (the
"Offer Price"), and, following the consummation of the Offer, the merger of the
Purchaser with and into the Company (the "Merger") and the conversion of all of
the outstanding Shares (with certain exceptions described below) into the right
to receive the Offer Price. The Offer is subject to the satisfaction or waiver
of certain conditions, including there being validly tendered and not withdrawn
at least a majority of the Shares outstanding as of the date of the expiration
of the Offer (on a fully diluted basis). At the effective time of the Merger,
each issued and outstanding Share, other than Shares owned directly or
indirectly by the Company or Parent or Shares as to which the holders thereof
exercise dissenters' appraisal rights, will be converted into the right to
receive the Offer Price.
The Merger Agreement further provides that, promptly upon the acquisition
of Shares by the Purchaser pursuant to the Offer, Parent will be entitled to
designate such number of directors, rounded up to the next whole number, on the
Board of Directors of the Company (the "Company Board") as is equal to the
product of (a) the total number of directors on the Company Board (after giving
effect to the directors designated by Parent pursuant to this sentence) and (b)
the percentage of the total votes represented by such number of shares in the
election of directors of the Company so purchased bears to the total votes
represented by the number of Shares outstanding.
If the Purchaser acquires less than 90% of the outstanding Shares in the
Offer, the consummation of the Merger will be subject to, among other things,
approval by the affirmative vote of the stockholders of the Company pursuant to
applicable Delaware law. If the Purchaser acquires greater than 90% of the
outstanding Shares in the Offer, it intends to effect a short-form merger as
permitted under Delaware law.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and incorporated herein in its entirety by reference.
Concurrently with the execution of the Merger Agreement, Parent, the
Purchaser, the Company and each executive officer and director of the Company
who owns Shares, as well as, where applicable, such persons' spouses or trusts
or custodianships for the benefit of their children owning Shares (the
"Stockholder Parties"), executed a tender agreement (collectively, the "Tender
Agreements") pursuant to which each Stockholder Party agreed, among other
things, to tender all Shares owned by him, her or it in the Offer. As of the
date hereof, these Stockholder Parties own approximately 18.3% of the
outstanding Shares.
The foregoing description of the Tender Agreements is qualified in its
entirety by reference to the Tender Agreements, copies of which are attached
hereto as Exhibits 2.2 through 2.6 and incorporated herein in their entirety by
reference.
On October 1, 1998, the Company issued a press release announcing the
execution of the Merger Agreement, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein in its entirety by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report:
2.1 Agreement and Plan of Merger dated as of September 30, 1998 by and
among Logica, Inc., Logica Acquisition Corp. and Carnegie Group,
Inc.
2.2 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Raj Reddy, Anuradha Reddy, Anuradha Reddy as Trustee of the Geetha
Reddy Trust and Anuradha Reddy as Trustee of the Shyamala Reddy
Trust
2.3 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Jaime Carbonell, Jaime Carbonell as Custodian for Diana Carbonell,
Jaime Carbonell as Custodian for Isabelle Carbonell, Jaime
Carbonell as Custodian for Ruben Carbonell, Jaime Carbonell as
Custodian for Rachel Carbonell, Jaime Carbonell in Trust for Diana
Carbonell, Jaime Carbonell in Trust for Isabella Carbonell, Jaime
Carbonell in Trust for Ruben Carbonell and Jaime Carbonell in
Trust for Rachel Carbonell
2.4 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Mark S. Fox, Tressa S. Fox and Tressa S. Fox in Trust for Jacob
Fox
2.5 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Dennis Yablonsky and Veronica Yablonsky
2.6 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
John W. Manzetti
99.1 Press Release issued on October 1, 1998 by Carnegie Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARNEGIE GROUP, INC.
By: /s/ John W. Manzetti
-----------------------------
John W. Manzetti
Chief Financial Officer
Date: October 5, 1998
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger dated as of September 30, 1998
by and among Logica, Inc., Logica Acquisition Corp. and
Carnegie Group, Inc.
2.2 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Raj Reddy, Anuradha Reddy, Anuradha Reddy as Trustee of the
Geetha Reddy Trust and Anuradha Reddy as Trustee of the
Shyamala Reddy Trust
2.3 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Jaime Carbonell, Jaime Carbonell as Custodian for Diana
Carbonell, Jaime Carbonell as Custodian for Isabelle Carbonell,
Jaime Carbonell as Custodian for Ruben Carbonell, Jaime
Carbonell as Custodian for Rachel Carbonell, Jaime Carbonell in
Trust for Diana Carbonell, Jaime Carbonell in Trust for
Isabella Carbonell, Jaime Carbonell in Trust for Ruben
Carbonell and Jaime Carbonell in Trust for Rachel Carbonell
2.4 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Mark S. Fox, Tressa S. Fox and Tressa S. Fox in Trust for Jacob
Fox
2.5 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
Dennis Yablonsky and Veronica Yablonsky
2.6 Tender Agreement dated as of September 30, 1998 by and among
Logica Inc., Logica Acquisition Corp., Carnegie Group, Inc. and
John W. Manzetti
99.1 Press Release issued on October 1, 1998 by Carnegie Group, Inc.
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