-----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, IS0vx08iKoX+SqJFr/W5vuGUdHi5kjw5AcWhikWamMs5baeMZ8NZskvcnrDul7xZ Eq4el97m35fetSyrAc6N1w== 0000941157-97-000046.txt : 19970827 0000941157-97-000046.hdr.sgml : 19970827 ACCESSION NUMBER: 0000941157-97-000046 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970826 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TASK GROUP INC CENTRAL INDEX KEY: 0000023111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 160912632 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32163 FILM NUMBER: 97669573 BUSINESS ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168828000 MAIL ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BAER INC DATE OF NAME CHANGE: 19690128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TASK GROUP INC STOCK EMPLOYEE COMPENSATION TRUST CENTRAL INDEX KEY: 0001042368 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: COMPUTER TASK GROUP INC STREET 2: 800 DELAWARE AVENUE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168877366 MAIL ADDRESS: STREET 1: COMPUTER TAKS GROUP INC STREET 2: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Computer Task Group, Incorporated (Name of Issuer) Common Stock, Par Value $.01 Per Share 205477 10 2 (CUSIP Number) Peter P. Radetich, Esq. Computer Task Group, Incorporated 800 Delaware Avenue Buffalo, New York 14209 Tel. 716-882-8000 Fax. 716-887-7370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 21, 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 ____. (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.* 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). SCHEDULE 13D CUSIP No. 205477102 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Computer Task Group, Incorporated Stock Employee Compensation Trust Thomas R. Beecher, Trustee I.R.S. Id No. 16-1453664 2. Check the Appropriate Box if a Member of a Group (a) ___ (b) ___ 3. SEC Use Only: 4. Source of Funds: SC 5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___. 6. Citizenship or Place of Organization: New York 7. Sole Voting Power: 3,939,846 8. Shared Voting Power: -0- 9. Sole Dispositive Power: -0- 10. Shared Dispositive Power: 3,939,846 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,939,846 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ___ 13. Percent of Class Represented by Amount in Row (11): 18.99% 14. Type of Reporting Person: EP, 00 SCHEDULE 13D Pursuant to Rule 13d-2(c) this is the first electronic amendment to a paper format Schedule 13D and, therefore, restates the entire text of the Schedule 13D. Item 1. Security and Issuer. The class of equity securities to which this statement relates is the Common Stock, $.01 par value (the "Common Stock") of Computer Task Group, Incorporated, a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 800 Delaware Avenue, Buffalo, New York 14209. Item 2. Identity and Background. This statement is being filed by the Computer Task Group, Incorporated Stock Employee Compensation Trust (the "Trust"), whose trustee is Thomas R. Beecher, Jr. (the "Trustee"). The business address of the Trust is c/o Thomas R. Beecher, Jr., 200 Theater Place, Buffalo, New York 14202. The address of the Trustee is 200 Theater Place, Buffalo, New York 14202. The Trust is a trust organized under the laws of the State of New York. The Trustee, who is a U.S. citizen, has been a self-employed attorney and business consultant in Buffalo, New York since 1976. During the last five years, neither the Trust nor the Trustee has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration. Effective May 3, 1994, (a) the Issuer and the Trustee, as trustee of the Trust, entered into a trust agreement creating the Trust (the "Trust Agreement"); (b) the Trust borrowed $13,400,000 from the Issuer pursuant to the terms of a Promissory Note (the "Original Note"); (c) the Trust purchased an aggregate of 1,570,200 shares of the Issuer's Common Stock (the "Original Shares") for $13,346,700 ($8.50 per Original Share) in privately negotiated transactions from two unrelated third parties; and (d) the Trust pledged the Original Shares to the Issuer as collateral for the Original Note. The Original Note bears interest at a rate equal to the "prime" rate of interest charged from time to time by Manufacturers and Traders Trust Company and is payable in quarterly installments through April 1, 2004. Effective December 7, 1994, (a) the Trust borrowed $1,481,200 from the Issuer pursuant to the terms of a promissory note (the "Second Note"); (b) the Trust purchased an aggregate of 200,000 shares of the Issuer's Common Stock (the "Second Shares") for $1,481,200 ($7.406 per Second Share) from International Business Machines Corporation in a privately negotiated transaction; and (c) the Trust pledged the Second Shares to the Issuer as collateral for the Second Note. The Second Note bears interest at a rate equal to the "prime" rate of interest charged from time to time by Manufacturers and Traders Trust Company and is payable in quarterly installments through October 1, 2004. Effective March 21, 1997, (a) the Trust borrowed $7,113,521.00 from the Issuer pursuant to the terms of a promissory note (the "Third Note") (the Original Note, Second Note and Third Note being collectively, the "Notes"); (b) the Trust used the borrowed funds to acquire shares of the Issuer in the transactions described below (the "Third Shares") (the Original Shares, the Second Shares and the Third Shares being, collectively, the "Shares"); and (c) the Trust pledged the Third Shares to the Issuer as collateral for the Third Note. The Third Note bears interest at a rate equal to the "prime" rate of interest charged from time to time by Manufacturers and Traders Trust Company and is payable in quarterly installments through July 1, 2007. The Trust engaged in the following transactions since it filed Amendment No. 1: 04/28/95 60,418 shares purchased from former officer of Issuer in privately negotiated transaction 01/13/97 6,533 shares distributed between CTG Employee Stock Purchase Plan and Employee Stock Option Plan 02/10/97 3,203 shares distributed between CTG Employee Stock Option Plan and Deferred Compensation Plan 03/21/97 31,900 shares - open market purchase 03/24/97 18,100 shares - open market purchase 03/25/97 25,000 shares - open market purchase 03/25/97 25,000 shares - open market purchase 03/26/97 20,000 shares - open market purchase 03/27/97 6,800 shares - open market purchase 03/28/97 4,753 shares distributed to CTG Employee Stock Purchase Plan 03/31/97 8,900 shares - open market purchase 04/01/97 4,300 shares - open market purchase 04/03/97 1,200 shares - open market purchase 04/04/97 1,400 shares - open market purchase 05/09/97 50,000 shares acquired from treasury 05/19/97 Record Date for 2-for-1 stock split effective 06/02/97 05/29/97 19,475 shares distributed to CTG Employee Stock Option Plan 06/02/97 2,008,728 shares acquired due to 2-for-1 stock split 06/03/97 5,838 shares distributed to CTG Employee Stock Option Plan 06/04/97 25,313 shares distributed to cover due bill for stock split 06/09/97 10,000 shares distributed to CTG Employee Stock Option Plan 06/23/97 2,250 shares distributed to CTG Employee Stock Option Plan 06/25/97 4,450 shares distributed to CTG Employee Stock Option Plan 06/27/97 10,286 shares distributed to CTG Employee Stock Purchase Plan Item 4. Purpose of Transaction. This Amendment No. 2 updates the status of the aggregate shareholdings of the Trust. As of June 30, 1997, the Trust owns a total of 3,939,846 shares (adjusted to reflect a 2- for-1 stock split effective as of June 2, 1997) equaling approximately 18.99% of the Issuer's total shares outstanding. This represents an increase of 2,169,646 shares from the total number of 1,770,200 shares owned as of the date of Amendment No. 1 and an increase in percentage owned to approximately 18.99% from approximately 17.4% as of the date of Amendment No. 1. The Trust engaged in the transactions described herein for the purpose of supplying shares to various Issuer equity based employee benefit plans. The Issuer has advised the Trustee that the Trust was created to foster employee ownership in the Issuer with an intent to motivate employees and thus to enhance the Issuer's long-term performance, thereby benefiting all stockholders of the Issuer. The Issuer has further advise the Trustee that the Issuer is aware that the creation of the Trust and the purchase of shares of Common Stock by the Trust may have certain anti-takeover effects. The Trust Agreement provides that the Trustee, in his sole discretion, shall vote or abstain from voting, all common stock of the Issuer held by the Trust, and shall tender or exchange, or refrain from tendering or exchanging common stock of the Issuer held in the Trust in any tender offer or exchange offer relating to shares of the Issuer's stock. The Trust Agreement also provides that in exercising such rights, the Trustee agrees to consider in connection with such decisions not only the direct financial impact on the Trust fund, but also the potential effects, direct or indirect, upon participants in the Issuers employee benefit plans served by the Trust and the Issuer's current and former employees. In connection with such deliberations, the Trustee shall undertake, to the extent possible, to obtain information as to how shares of the Issuer's stock previously held in the Trust and currently held by such plans will be voted, tendered or exchanged. Further, the Trustee agrees to consult with the Board of Directors and the Operating Committee of the Issuer to obtain their assessment of the effects exercising such rights will have on the Issuer. The Trust Agreement provides that the Trustee shall not be held to be in breach of any fiduciary duty for any consideration given to the preceding factors, or such other factors as the Trustee in his reasonable judgment determine should be considered. The Trust Agreement also provides that except as required by law or court order, the Trustee shall maintain confidential all information regarding the manner of voting or tendering of common stock held by the Trust. The foregoing is merely a summary of certain provision of the Trust Agreement and is qualified in its entirety by reference to the Trust Agreement, a copy of which was previously filed as Exhibit A to Amendment No. 1 of this Schedule 13D. The Issuer has advised the Trustee of the following potential anti-takeover effects of the Trust. Under the New York Business Corporation Law, a merger generally requires the affirmative vote of two-thirds of the outstanding shares of the Issuer. The transfer of shares of Common Stock to the Trust may thus make it more difficult for an acquiror to obtain an affirmative merger vote without the support of the Trustee. Section 912 of the New York Business Corporation Law provides that, unless the approval of a "business combination" is received from the Board of Directors of a "resident domestic corporation" (an "RDC"), such as the Issuer, by a potential acquiror prior to such acquiror gaining beneficial ownership of 20% of the outstanding voting stock of the RDC, or unless the Board of Directors has approved the stock acquisition that caused the acquiror to pass the 20% threshold, the unapproved shareholder will be prohibited for a minimum of five years from the date of crossing the 20% threshold from engaging in a "business combination" with the RDC unless certain "formula" price provisions are met. The term "business combination" is broadly defined to include not only mergers and consolidations but also self-dealing transactions between the unapproved shareholder and the RDC, such as certain sales or purchases of assets over specified thresholds and obtaining the benefit (other than proportionately as a shareholder) of any loans, advances or other financial assistance provided by the RDC. At the end of the five year period, the unapproved shareholder is permitted to effect a "business combination" with the RDC only if such "business combination" is approved by a majority of the shares of the RDC not held by the unapproved shareholder. Alternatively, the unapproved shareholder may effect a "business combination" provided it meets the two thirds voting approval requirement and pays all remaining shareholders of the RDC a price equal to a "formula" price designed to assure that all shareholders of the RDC receive at least the highest price paid for the RDC's shares by the unapproved shareholder within the previous five years. The Trust holds approximately 18.99% of the Company's outstanding shares of Common Stock. Thus, a potential acquiror who has not received Board approval may find it more difficult to obtain the requisite shareholder approval for a "business combination" unless it is able to induce the Trustee to support its proposal. The Issuer's Certificate of Incorporation and by-laws (the "Organizational Documents") provide, among other things, that the Issuer shall maintain a classified Board of Directors. The Organizational Documents also provide that shareholders may adopt, alter, amend or repeal provisions of the Organizational Documents only by 66 2/3% of the voting power of the outstanding voting stock, voting together as a single class. Accordingly, a potential acquiror would find it more difficult to obtain the necessary shareholder approval in order to change provisions of the Organizational Documents that might facilitate a change in control of the Issuer unless it was able to induce the Trustee to support its proposals. The foregoing discussions of the New York Business Corporation Law and of the Organizational Documents are merely brief summaries of certain provisions that the Issuer believes may be relevant to the anti-takeover effects of the Trust, do not purport to provide complete or definitive statements of such law or of the Organizational Documents, and are qualified in their entirety by reference to such law and the Organizational Documents for their actual terms. Except as described above and in the Trust Agreement, neither the Trust nor the Trustee have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The Trust beneficially owns 3,939,846 Shares as to which it may be deemed to have sole voting power and shared dispositive power. The Shares constitute 18.99% of the outstanding Common Stock. The Shares are held by the Trust and will be released by the Trust to the Issuer's share benefit plans served by the Trust (the "Plans") as the Trust repays the Note and as the Compensation Committee of the Issuer's Board of Directors directs the Trustee, all as provided in the Trust Agreement. The Shares are pledged to the Issuer as collateral security for the Notes pursuant to the terms of a Pledge Agreement with the Issuer (the "Pledge Agreement"). The Issuer has advised the Trustee that the Issuer's contributions to the Plans will be decreased by the value of the shares allocated to the Plans from the Trust. For a discussion of the Trustee's powers with respect to voting or tendering the Common Stock held by the Trust, see Item 4, above. For a discussion of the transactions by which the Trust acquired the Shares, see Item 3, above. Amendment No. 1 to this Schedule 13D previously reported that the number of shares of Common Stock beneficially owned by the Trust did not include 500 shares held by a trust in which the Trustee had a personal reversionary interest, and as to which he did not have any voting power or investment power. Subsequently, the 500 shares reverted back to the Trustee who later made a gift of said 500 shares to a private charitable foundation. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Issuer and the Trustee, as trustee for the Trust, have entered into the Trust Agreement, and the Trustee, as Trustee for the Trust, has issued the Notes and Pledge Agreement to the Issuer. The Trust Agreement, the Pledge Agreement and the Notes are described in Items 3 and 5 of this Schedule. In addition, the Issuer and the Trustee have entered into an Agreement of Representation and Indemnity, dated May 3, 1994 (the "Representation Agreement"), which generally provides representations and covenants from the Issuer to the Trustee relating to the organization and maintenance of the Trust, indemnification by the Issuer of the Trustee for acting as Trustee of the Trust, and for the payment by the Issuer of annual fees to the Trustee for acting as Trustee. The foregoing is merely a summary of the Representation Agreement and is qualified in its entirety by reference to the terms of the Representation Agreement that is attached hereto as Exhibit D and hereby incorporated herein by reference. Item 7. Material to be filed as Exhibits. (A) Trust Agreement, effective May 3, 1994, between Computer Task Group, Incorporated and Thomas R. Beecher, Jr., as trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. (B) Pledge Agreement, dated May 3, 1994, between Thomas R. Beecher, Jr., as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust and Computer Task Group, Incorporated - Previously filed. (C) Promissory Note, dated May 3, 1994, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. (D) Agreement of Representation and Indemnity, dated, May 3, 1994, between Computer Task Group, Incorporated and Thomas R. Beecher, Jr., - Previously filed. (E) Promissory Note, dated December 7, 1994, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. (F) Promissory Note, dated March 21, 1997, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust. 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: August 21, 1997 Thomas R. Beecher, Jr., as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust. /s/ Thomas R. Beecher, Jr., ___________________________ Thomas R. Beecher, Jr., Trustee Index to Exhibits Page Page (A) Trust Agreement, effective May 3, 1994, between Computer Task Group, Incorporated and Thomas R. Beecher, Jr., as trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. * (B) Pledge Agreement, dated May 3, 1994, between Thomas R. Beecher,Jr., as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust and Computer Task Group, Incorporated - Previously filed. * (C) Promissory Note, dated May 3, 1994, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. * (D) Agreement of Representation and Indemnity, dated, May 3, 1994, between Computer Task Group, Incorporated and Thomas R. Beecher, Jr., - Previously filed. * (E) Promissory Note, dated December 7, 1994, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust - Previously filed. ** (F) Promissory Note, dated March 21, 1997, issued to Computer Task Group, Incorporated by Thomas R. Beecher, Jr., as Trustee for the Computer Task Group, Incorporated Stock Employee Compensation Trust. 12 * Filed as an Exhibit to original Schedule 13D dated May 3, 1994 ** Filed as an Exhibit to Amendment No. 1 Schedule 13D dated December 7, 1994 EX-1 2 EXHIBIT "F" PROMISSORY NOTE $7,113,521.00 March 21, 1997 Buffalo, New York FOR VALUE RECEIVED, Thomas R. Beecher, Jr., as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust, with his principal business address at 200 Theatre Place, Buffalo, NY 14202 ("Obligor"), promises to pay to the order of Computer Task Group, Incorporated ("Obligee") the principal sum of Seven Million One Hundred Thirteen Thousand Five Hundred Twenty One and 00/100 Dollars ($7,113,521.00), in lawful money of the United States, payable in forty (40) equal quarterly installments of principal of $117,838.02 each, commencing on July 1, 1997 and continuing on the first day of each three-month period thereafter until July 1, 2007 at which time the unpaid principal balance of this Note and all sums hereunder shall be paid in full. The Obligor promises to pay interest on the balance of the said principal sum from time to time remaining unpaid at a rate that shall at all times during each year be equal to the prime rate of interest charged by Manufacturers and Traders Trust Company for short term loans to responsible and substantial customers borrowing with the highest credit rating. The interest rate under this Note shall be adjusted as of the tenth day following the date on which Manufacturers and Traders Trust Company announces a change in such rate. Interest shall be calculated on a 365 day year actual pay basis and shall be payable when installments of principal under this Note are due. The Obligor shall have the option of paying the unpaid principal balance of the Note in advance in whole or part at any time without penalty. All partial prepayments shall be applied on the installment of the principal amounts of this Note in the inverse order of their maturity. All payments of principal and interest under this Note are to be made to the Obligee at 800 Delaware Avenue, Buffalo, New York 14209, or at such other address as the Obligee may from time to time designate in writing. This Note is secured by a Pledge Agreement, of even date, by and between the Obligor and the Obligee (the "Pledge Agreement"), which grants to the Obligee a primary security interest in 200,000 shares of common stock of the Obligee held by the Obligor (the "Collateral"). The Obligee's recourse pursuant to this Note shall be expressly limited to rights granted under the Pledge Agreement to the Collateral and the Obligor shall have no other liability whatever under this Note. The Obligor shall have no other recourse to any assets of the Obligor in this individual capacity for repayment. The Obligor is making this Note not in his individual capacity but solely as Trustee of the Computer Task Group, Incorporated Stock Employee Compensation Trust, and no personal liability or personal responsibilities are assumed by, or shall at any time be asserted or enforceable against the Obligee in his individual capacity under, or with respect to, this Note. All or part of the entire unpaid portion of this Note and all sums payable hereunder may be declared immediately due and payable at the option of the Obligee without notice and demand upon the occurrence of any of the following events: a. The Fair Market Value (as defined in the Computer Task Group, Incorporated Stock Employee Corporation Trust dated May 3, 1994) of the Collateral exceeds 125% of the acquisition price paid by the Obligor for such collateral; or b. The failure of Obligor to make any payment of principal or interest when due if said payment is not made or forgiven by Obligee within thirty (30) days after the due date of said payments. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived by Obligor and all other persons who are or may become liable for the payment hereof. Failure or delay by the Obligee in exercising, or a single or partial exercise of, any power or right hereunder shall not operate as a waiver thereof or of any other power or right or preclude any other future exercise of that or any other power or right. A waiver of any power or right hereunder shall be in writing, shall be limited to the specific instance and shall not be deemed a waiver of the subject power or right in the future or a waiver of any other power or right. Obligee hereby delegates to the Compensation Committee of the Board of Directors of the Obligee the authority to exercise in its discretion all rights and powers under this Note. This Note may not be modified or terminated orally or by any course of conduct but only by an agreement in writing duly executed by all of the parties hereto. The rights and remedies of the Obligee herein specified are noncumulative and nonexclusive of any other rights or remedies which the Obligee may otherwise have, and such rights or remedies may be exercised singularly or cumulatively. This Note is delivered in the State of New York and shall be governed by and construed in accordance with the laws of that State. This Note shall be binding upon and inure to the benefit of the undersigned and the Obligee and their respective successors, legal representatives and assigns. There are no oral representations, understandings or warranties with respect to the matters dealt with herein. The rights and remedies hereunder of the Obligee shall not be modified, altered, limited, abridged, or waived by any representation, promise or agreement heretofore or hereafter made, or by any course of conduct hereafter pursued, by the Obligee unless evidenced by any agreement in writing duly executed by the Obligee. Obligor: /s/ Thomas R. Beecher, Jr. __________________________ Thomas R. Beecher, Jr., as Trustee of the Computer Task Group, Incorporated Stock Employees Compensation Trust State of New York) : SS. County of Erie ) On this ____________ day of ____________, 1997 before me personally came Thomas R. Beecher, Jr., to me known and known to me to be the same person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same. __________________________ Notary Public -----END PRIVACY-ENHANCED MESSAGE-----