-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdW437johTgJ6SEqpwRTbENnfXkA1YfUBpItp8wwPIf0xUUJaxWO7731LY8cZT1V 8WV63kAajCTeMbJMnsgDoQ== 0001104659-07-069138.txt : 20070914 0001104659-07-069138.hdr.sgml : 20070914 20070914153211 ACCESSION NUMBER: 0001104659-07-069138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 GROUP MEMBERS: EDWARD P. EVANS FOUNDATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVANS EDWARD P CENTRAL INDEX KEY: 0001099731 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2127659500 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43511 FILM NUMBER: 071117670 BUSINESS ADDRESS: STREET 1: 5221 N OCONNOR BLVD STE 500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5221 N OCONNOR SUITE 500 CITY: IRVING STATE: TX ZIP: 75039 SC 13D/A 1 a07-23983_1sc13da.htm AMENDMENT

SCHEDULE 13D

(Rule 13d-101)

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

Under the Securities Exchange Act of 1934 (Amendment No. 5)

 

Thomas Group, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

88440218

(CUSIP Number)

 

Edward P. Evans
712 Fifth Avenue, Suite 4900
New York, New York 10019
Telephone: (212) 765-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 5, 2007

(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 that is the subject of  this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).




 

 CUSIP No.

88440218

 

 

 

 

 

 

 

 

  1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

 

 

 

 

Edward P. Evans

 

 

 

 

 

 

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

X

 

 

(b)

o

 

 

 

 

 

 

 

 

  3

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4

SOURCE OF FUNDS*

 

 

 

 

 

 

 

PF

 

 

 

 

 

 

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o

 

 

 

 

 

 

 

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

  7

SOLE VOTING POWER

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

3,476,039

 

 

 

 

  8

SHARED VOTING POWER

 

 

 

 

 

427,268

 

 

 

 

  9

SOLE DISPOSITIVE POWER

 

 

 

 

 

3,476,039

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

 

 

 

427,268

 

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

3,903,307

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

 

 

 

Approximately 35.4%

 

 

 

 

 

 

14

TYPE OF REPORTING PERSON*

 

 

 

 

 

 

 

IN

 

 

*SEE INSTRUCTIONS

 




 

 CUSIP No.

88440218

 

 

 

 

 

 

 

 

  1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

 

 

 

 

 

Edward P. Evans Foundation

 

 

 

 

 

 

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

X

 

 

(b)

o

 

 

 

 

 

 

 

 

  3

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4

SOURCE OF FUNDS*

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o

 

 

 

 

 

 

 

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Delaware

 

 

 

 

 

 

 

  7

SOLE VOTING POWER

 

 

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

0

 

 

 

 

  8

SHARED VOTING POWER

 

 

 

 

 

427,268

 

 

 

 

  9

SOLE DISPOSITIVE POWER

 

 

 

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

 

 

 

427,268

 

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

427,268

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

o

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

 

 

 

Approximately 3.9%

 

 

 

 

 

 

14

TYPE OF REPORTING PERSON*

 

 

 

 

 

 

 

OO

 

 

*SEE INSTRUCTIONS

 




Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby file this Amendment No. 5 (this “Amendment”) to the Schedule 13D originally filed on August 11, 2000 with the Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 filed with the SEC on September 20, 2001, Amendment No. 2 filed with the SEC on February 20, 2002, Amendment No. 3 filed with the SEC on October 24, 2002, and Amendment No. 4 filed with the SEC on February 17, 2005, relating to the shares of common stock, par value $0.01 per share (the “Shares”), of Thomas Group, Inc., a Delaware corporation (the “Issuer”).

II.            Item 5 of the Schedule 13D, “Interest in Securities of the Issuer,” is amended and restated as follows:

Item 5.    Interest in Securities of the Issuer.

A.            Mr. Evans

(a)           As of the date of this filing, Mr. Evans may be deemed the beneficial owner of an aggregate of 3,903,307 Shares, consisting of (i) 3,236,039 Shares directly owned by Mr. Evans for his own account, (ii) 240,000 Shares held in a Uniform Gifts to Minors Act (“UGMA”) account for a minor beneficiary and (iii) 427,268 Shares owned by the Foundation. The filing of this Schedule 13D should not be construed in and of itself as an admission by Mr. Evans as to beneficial ownership of the Shares held in the UGMA account or owned by the Foundation.

Percentage: Approximately 35.4% as of the date hereof. The percentages used herein and in the rest of Item 5 are calculated based upon 11,039,665 Shares, which reflects the Shares outstanding as of August 3, 2007, as reflected in the Issuer’s quarterly report for the quarterly period ended June 30, 2007, filed on August 14, 2007.

(b)           1. Sole power to vote or direct vote: 3,476,039

                2. Shared power to vote or direct vote: 427,268

                3. Sole power to dispose or direct the disposition: 3,476,039

                4. Shared power to dispose or direct the disposition: 427,268

(c)           On September 5, 2007, Mr. Evans donated 297,518 Shares to the Edward P. Evans Foundation as a charitable gift.

(d)           Mr. Evans has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares directly owned by him. Mr. Evans holds 240,000 Shares in a UGMA account for a minor beneficiary, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 240,000 Shares held in that account.

(e)           Not applicable.




B.            The Foundation

(a)           As of the date of this filing, the Foundation may be deemed the beneficial owner of 427,268 Shares owned by the Foundation.

Percentage: Approximately 3.9% as of the date hereof.

(b)           1. Sole power to vote or direct vote: 0

                2. Shared power to vote or direct vote: 427,268

                3. Sole power to dispose or direct the disposition: 0

                4. Shared power to dispose or direct the disposition: 427,268

(c)           On September 5, 2007, the Foundation received 297,518 Shares from Edward P. Evans as a charitable gift.

(d)           The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares directly owned by it.

(e)           Not applicable.




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: September 14, 2007.

 

EDWARD P. EVANS

 

 

 

 

 

 

 

 

 

 

/s/ Edward P. Evans

 

 

 

 

Edward P. Evans

 

 

 

 

 

 

 

 

EDWARD P. EVANS FOUNDATION

 

 

 

 

 

 

 

 

By:

 

/s/ Edward P. Evans

 

 

Title:

 

President

 



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