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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CARNEGIE GROUP, INC.
(NAME OF SUBJECT COMPANY)
CARNEGIE GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
143497 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DENNIS YABLONSKY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARNEGIE GROUP, INC.
FIVE PPG PLACE
PITTSBURGH, PENNSYLVANIA 15222
(412) 642-6900
(NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
MARLEE S. MYERS, ESQ.
ERIC D. KLINE, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
ONE OXFORD CENTRE, 32ND FLOOR
PITTSBURGH, PENNSYLVANIA 15219
(412) 560-3300
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") relating to the offer by
Logica Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-
owned subsidiary of Logica Inc., a Delaware corporation and a wholly-owned
subsidiary of Logica plc, a public limited company organized under the laws of
England, to purchase all outstanding shares of Common Stock, par value $.01 per
share (the "Shares"), of Carnegie Group, Inc., a Delaware corporation (the
"Company"), at a price of $5.00 per Share, net to the seller in cash without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 7, 1998 and in the related Letter of Transmittal (which
together constitute the "Offer"). The item numbers and responses thereto below
are in accordance with the requirements of Schedule 14D-9. Except as otherwise
indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged, and all capitalized terms used herein shall have the respective
meanings given to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented to add the following:
The Offer expired in accordance with its terms at 12:00 midnight , New
York City time, on November 4, 1998. On November 5, 1998, ChaseMellon
Shareholder Services, L.L.C. certified that 6,189,879 Shares had been
validly tendered and not withdrawn, representing approximately 94.3% of
the total outstanding shares, including 1,800 shares tendered pursuant to
guaranteed delivery procedures. At such time the Purchaser accepted all
tendered shares for payment in the Offer (including shares subject to
guaranteed delivery procedures).
Additionally, in accordance with the Merger Agreement, on November 5,
1998, the Purchaser merged with and into the Company pursuant to Section
253 of the DGCL whereby each Share not tendered and purchased in the Offer
was converted into the right to receive either (i) $5.00 in cash payable to
the holder thereof, or (ii) the appraised value of such Share as determined
in accordance with Section 262 of the DGCL.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
(a)(7) Press release issued by Logica Inc., dated November 5, 1998
(a)(8) Notice to Common Stockholders of Carnegie Group, Inc. dated
November 5, 1998
(a)(9) Letter of Transmittal
SIGNATURE
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: November 5, 1998 CARNEGIE GROUP, INC.
By: /s/ John W. Manzetti
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John W. Manzetti
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Exhibit
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(a)(7) Press release issued by Logica Inc. dated November 5, 1998
(a)(8) Notice to Common Stockholders of Carnegie Group, Inc. dated
November 5, 1998
(a)(9) Letter of Transmittal