-----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, IuXr1bLubEEJAYrr19IsItp2g2lrbsXpHXcEhzQaEy4vRTD9Cm9bMmyiIbXajlF+ C8naXvf8JO+uqVH9/z5zKQ== 0000950130-01-001349.txt : 20010319 0000950130-01-001349.hdr.sgml : 20010319 ACCESSION NUMBER: 0000950130-01-001349 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010316 GROUP MEMBERS: CHANDARIA CHARITABLE FOUNDATION 1982 NO.5 GROUP MEMBERS: JOHN DAVID BODEN GROUP MEMBERS: PAUL BARRINGTON HUBBARD GROUP MEMBERS: PURSE HOLDING LTD GROUP MEMBERS: R&H TRUST CO. (BERMUDA) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DA CONSULTING GROUP INC CENTRAL INDEX KEY: 0001051209 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760418488 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55387 FILM NUMBER: 1570399 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE RD STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7133613000 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE RD STREET 2: STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PURSE HOLDING LTD CENTRAL INDEX KEY: 0001133230 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ALSTELTERSTRASSE 126 P O BOX 1705 STREET 2: ZURICH CITY: SWITZERLAND CH 8048 STATE: V8 ZIP: 00000 BUSINESS PHONE: 0114114396262 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) DA Consulting Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 233027101 - -------------------------------------------------------------------------------- (CUSIP Number) Fredy Eckstein Purse Holding Limited Altstetterstrasse 126 P.O. Box 1705, CH-8048 Zurich, Switzerland 41-1-439-6262 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 2000 - -------------------------------------------------------------------------------- (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 (e), 13d-1(f) or 13d-1 (g), check the following box. (Continued on following pages) (Page 1 of 18 Pages) *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 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). 1 =============================================================================== SCHEDULE 13D CUSIP NO. 233027101 Page 2 of 18 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Purse Holding Limited - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 BRITISH VIRGIN ISLANDS - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,000,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,000,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,000,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ 2 =============================================================================== SCHEDULE 13D CUSIP NO. 233027101 Page 3 of 18 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Chandaria Charitable Foundation 1982 No.5 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Bermuda - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,000,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,000,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,000,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------------------------------------------------------------------------ 3 =============================================================================== SCHEDULE 13D CUSIP NO. 233027101 Page 4 of 18 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). R&H Trust Co. (Bermuda) Limited - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 -- - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 BERMUDA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,000,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,000,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,000,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------------------------------------------------------------------------ 4 =============================================================================== SCHEDULE 13D CUSIP NO.233037101 Page 5 of 18 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). John David Boden - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 -- - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Bermuda - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,000,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,000,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,000,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ 5 =============================================================================== SCHEDULE 13D CUSIP NO.233027101 Page 6 of 18 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Paul Barrington Hubbard - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 -- - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Bermuda - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,000,000 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,000,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,000,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 38.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ 6 SCHEDULE 13D Item 1. SECURITY AND ISSUER. This statement relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of DA Consulting Group, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 5847 San Felipe Road, Suite 3700, Houston Texas 77057. Item 2. IDENTITY AND BACKGROUND. (a) Names of Persons Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Purse Holding Limited ("Purse"), a British Virgin Islands limited company; (ii) Chandaria Charitable Foundation 1982 No. 5 ("Foundation"), a charitable foundation registered in Bermuda and the sole shareholder of Purse; (iii) R&H Trust Co. (Bermuda) Limited ("Trust"), a licensed trust company organized in Bermuda and the trustee of Foundation; (iv) John David Boden ("Boden"), a Bermuda citizen, and the President, a Director and a joint owner of Trust; and (v) Paul Barrington Hubbard ("Hubbard"), a Bermuda citizen, and the Vice-President, a Director and a joint owner of Trust, and the settlor of Foundation. The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer, if any, of Purse, Foundation and Trust are set forth in Schedules 1, 2 and 3 hereto, respectively. (b) Address of the Reporting Persons: The address of the principal business and principal office of Purse is Altstetterstrasse 126, P.O. Box 1705, CH-8048, Zurich, Switzerland. The address of the principal business and principal office of Foundation, Trust, Boden and Hubbard is Corner House, 20 Parliament Street, Hamilton HM 12, Bermuda. (c) Businesses of the Reporting Persons: (i) Purse : Investment holding company; 7 (ii) Foundation: Charitable foundation for the advancement of education, the protection of health, the advancement of religion, the relief of poverty and such other charitable purposes selected by the trustees; (iii) Trust: Licensed trust company; (iv) Boden: President, a Director and a joint owner of Trust; and (v) Hubbard: Vice-President, a Director and a joint owner of Trust. (d) Criminal Proceeding: During the last five years none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, if any, have been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceeding: During the last five years none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, if any, have been 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. (f) Citizenship: See (a) above and Schedules 1-3 hereto. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a Securities Purchase Agreement, dated August 2, 2000, as amended by Amendment No. 1, dated October 12, 2000, between the Issuer and Purse (the "Securities Purchase Agreement"), on October 16, 2000, Purse consummated the acquisition of 2,000,000 shares (the "Shares") of Common Stock and (i) a warrant to purchase 2,000,000 shares of Common Stock, exercisable until October 16, 2003, at the greater of $3.00 per share or 85% of the market price per share of the Common Stock at the time of exercise ("Warrant 1"), and (ii) a warrant to purchase 1,000,000 shares of Common Stock, exercisable for the period of time after January 1, 2002, and until October 16, 2003, at $3.00 per share ("Warrant 2", and collectively with Warrant 1, the "Warrants") . The Issuer credited its $2 million loan, received from Purse on August 3, 2000, toward the $4.8 million purchase price of the Shares and the Warrants. Purse paid the purchase price from internally generated funds. Item 4. PURPOSES OF TRANSACTION. The acquisition of the Shares and Warrants by the Reporting Persons was for investment purposes. The Reporting Persons from time to time may dispose of all or a portion of the 8 Shares, Warrants or Common Stock issued upon the exercise of the Warrants described in this Statement, subject to any applicable contractual restrictions. The Issuer is prohibited, until April 15, 2001, from privately reselling any shares of its Common Stock, or rights, options or warrants to purchase its Common Stock, without first offering Purse the right to purchase such securities, provided that the aggregate purchase price of securities which Purse will have the right to purchase will not exceed $5 million. Further, for so long as Purse owns at least 25% of the Common Stock, Purse will be entitled to designate one director on the Issuer's board of directors. The Warrants are subject to anti-dilution provisions. Except as set forth in the previous paragraph, the Reporting Persons do not have any plan or proposal that relates 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 change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) 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; (h) 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; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated in (a)-(i) above. The foregoing response to this Item 4 is qualified in its entirety by reference to the Securities Purchase Agreement, which is filed as Exhibit 2 and 3 hereto, and the Warrants, which are filed as Exhibit 4 and 5 hereto, and the foregoing agreements are incorporated herein by reference. 9 Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As at the date hereof, the Reporting Persons beneficially own in the aggregate, 4,000,000 shares of Common Stock, representing 38.4% the Issuer's Common Stock, including 2,000,000 shares of Common Stock that may be acquired upon the exercise of Warrant 1. The foregoing percentage is based upon 6,418,604 shares of Common Stock issued and outstanding as of July 31, 2000, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. None of the persons listed on Schedules 1-3, other than Boden and Hubbard, is or may be deemed to be a beneficial owner of any shares of Common Stock. Foundation, as the sole shareholder of Purse, may be deemed to beneficially own the 2,000,000 shares of Common Stock, and the 2,000,000 shares of Common Stock that Purse may acquire upon the exercise of Warrant 1. Foundation disclaims beneficial ownership of such Common Stock. Trust, as the Trustee of Foundation, may be deemed to beneficially own the 2,000,000 shares of Common Stock, and the 2,000,000 shares of Common Stock that Purse may acquire upon the exercise of Warrant 1. Trust disclaims beneficial ownership of such Common Stock. Boden, as the joint owner of Trust, may be deemed to beneficially own the 2,000,000 shares of Common Stock, and the 2,000,000 shares of Common Stock that Purse may acquire upon the exercise of Warrant 1. Boden disclaims beneficial ownership of such Common Stock. Hubbard, as the joint owner of Trust, may be deemed to beneficially own the 2,000,000 shares of Common Stock, and the 2,000,000 shares of Common Stock that Purse may acquire upon the exercise of Warrant 1. Hubbard disclaims beneficial ownership of such Common Stock. (b) None of the Reporting Persons, nor any of the persons listed on Schedules 1-3 hereto, has the sole power to vote or to direct the vote of or to dispose or direct the disposition of any shares of Common Stock in (a) above. The Reporting Persons have the shared power to vote or to direct the vote of or to dispose or direct the disposition of an aggregate of 4,000,000 shares of Common Stock. (c) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed in Schedules 1-3 hereto, has effected any transactions in the securities of the Issuer during the past 60 days. (d) Not applicable. (e) Not applicable. 10 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 4 hereof is incorporated herein by reference. Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer. 11 Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. ----------- Exhibit 1. Joint Filing Agreement, dated March 15, 2001, among the Reporting Persons. Exhibit 2. Securities Purchase Agreement, dated August 2, 2000, by and between the Issuer and Purse; incorporated by reference to Annex I to the Issuer's Definitive Proxy Statement filed September 11, 2000. Exhibit 3. Amendment No. 1 to the Securities Purchase Agreement, dated October 12, 2000, by and between the Issuer and Purse. Exhibit 4. Warrant to Subscribe for 2,000,000 Shares of Issuer Common Stock issued to the Purse, dated October 16, 2000; incorporated by reference to Exhibit B to the Issuer's Definitive Proxy Statement filed September 11, 2000. Exhibit 5. Warrant to Subscribe for 1,000,000 Shares of Issuer Common Stock issued to the Purse, dated October 16, 2000; incorporated by reference to Exhibit C to the Issuer's Definitive Proxy Statement filed September 11, 2000. 12 SCHEDULE 1 Purse Holding Limited --------------------- Set forth below are the names and positions of the officers of Purse Holding Limited ("Purse"). The business address of each such person is Altstetterstrasse 126, P.O. Box 1705, CH-8048, Zurich, Switzerland. Purse has no directors.
Name Position with Purse Citizenship Alfred Eckstein President Switzerland Verena Rohrer Secretary Switzerland
13 SCHEDULE 2 Chandaria Charitable Foundation 1982 No. 5 ------------------------------------------ Set forth below are the names and and positions of the trustee and settlor of Chandaria Charitable Foundation 1982 No. 5 (the "Foundation"). The business address of each such person is Corner House, 20 Parliament Street, Hamilton HM 12, Bermuda.
Name Position with Foundation Citizenship or Place of Organization R&H Trust Co. (Bermuda) Trustee Bermuda Limited Paul Barrington Hubbard Settlor Bermuda
14 SCHEDULE 3 R&H Trust Co. (Bermuda) Limited ------------------------------- Set forth below are the names and positions of the officers and directors of R&H Trust Co. (Bermuda) Limited ("Trust"). The business address of each such person is Corner House, 20 Parliament Street, Hamilton HM12, Bermuda.
Name Position with Trust Citizenship John David Boden Director, President Bermuda Paul Barrington Hubbard Director, Vice President Bermuda David G.A. Mutch Director Bermuda William A. Jack Director Bermuda Mark W. Smith Director New Zealand Roger J. Tirrerton Director Bermuda John N. Johnston Director Bermuda James R. Leitch Director, Asst. Secretary U.K. James A. F. Watlington Director, Secretary Bermuda
15 EX-99.1 2 0002.txt JOINT FILING AGREEMENT EXHIBIT 1 Joint Filing Agreement ---------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of DA Consulting Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 15th day of March, 2001. Purse Holding Ltd. By: /s/ B.K. Prasad --------------------------- Name: B.K. Prasad Title: Authorized Signatory Chandaria Charitable Foundation 1982 No.5 By: R&H Trust Co. (Bermuda) Limited, Trustee By: /s/ John David Boden ------------------------ Name: John David Boden Title: President and Director R&H Trust Co. (Bermuda) Limited By: /s/ John David Boden ------------------------ Name: John David Boden Title: President and Director /s/ John David Boden --------------------- John David Boden /s/ Paul Barrington Hubbard ------------------------------- Paul Barrington Hubbard 16 EX-99.3 3 0003.txt AMEND. NO. 1 TO THE SECURITIES PURCHASE AGMT. Exhibit 3 Amendment No. 1 to the Securities Purchase Agreement ---------------------------------------------------- This Amendment No. 1 to the Securities Purchase Agreement (this "Amendment No. 1") is made and entered into as of October 12, 2000, by and among DA Consulting Group, Inc., a Texas corporation (the "Company"), and Purse Holding Limited, a British Virgin Islands limited company (the "Investor"). The Company and the Investor are referred to collectively herein as the "Parties." WITNESSETH: ----------- WHEREAS, the Parties previously entered into a Securities Purchase Agreement dated as of August 2, 2000 (the "Agreement"); WHEREAS, the Parties have determined that with regard to representations and warranties made by the Company in Section 4.3 of the Agreement, the outstanding stock options for shares of the capital stock of the Company were inadvertently not listed in the Disclosure Schedule attached to the Agreement as Exhibit E; --------- WHEREAS, the Parties wish to amend and restate certain provisions of the Agreement that appeared incorrectly in the Agreement; and WHEREAS, it is now the intention of the Parties to amend the Agreement as set forth below; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Disclosure Schedules attached to the Agreement as Exhibit E --------- are hereby amended to include Schedule 4.3, attached hereto and listing ------------ outstanding options for shares of capital stock of the Company, as part of the Agreement. 2. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. 3. In the case of any inconsistency or conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall govern. 4. Except as expressly provided for in this Amendment No. 1, all terms, conditions and obligations contained in the Agreement are hereby confirmed and shall remain unchanged and in full force and effect. 5. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state. 17 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers thereunto duly authorized. DA CONSULTING GROUP, INC. By: /s/ John E. Mitchell ------------------------- John E. Mitchell President and Chief Executive Officer PURSE HOLDING LIMITED By: /s/ B.K. Prasad ------------------------ Name: B.K. Prasad Title: Authorized Signatory 18 -----END PRIVACY-ENHANCED MESSAGE-----