-----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, AY6qBBU75TCJHAEghQ0KbC6fgO7sFGOgOqVrFF1NovuxnqYMdYpyq/1kMzTJKRXx fKkrkClHt9HQ8MKNMIT8UA== 0001181431-09-053122.txt : 20091120 0001181431-09-053122.hdr.sgml : 20091120 20091120170707 ACCESSION NUMBER: 0001181431-09-053122 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091110 FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCHSTONE HOLDINGS LLC CENTRAL INDEX KEY: 0001276566 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199449 BUSINESS ADDRESS: STREET 1: 676 NORTH MICHIGAN AVE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HACKETT GROUP, INC. CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053758005 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK INC DATE OF NAME CHANGE: 20000628 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC DATE OF NAME CHANGE: 19980608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAKE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001187668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199448 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lake Capital Investment Partners LP CENTRAL INDEX KEY: 0001305694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199457 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Intermediate Holdings LLC CENTRAL INDEX KEY: 0001364280 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199450 BUSINESS ADDRESS: STREET 1: 676 North Michigan Avenue STREET 2: Suite 3900 CITY: Chicago STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 North Michigan Avenue STREET 2: Suite 3900 CITY: Chicago STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone International Holdings LLC CENTRAL INDEX KEY: 0001476775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199451 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER NAME: FORMER CONFORMED NAME: Archstone International Holdings, LLC DATE OF NAME CHANGE: 20091113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Consulting UK Ltd CENTRAL INDEX KEY: 0001476781 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199455 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Holdings UK Ltd CENTRAL INDEX KEY: 0001476782 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199454 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Consulting Netherlands BV CENTRAL INDEX KEY: 0001476783 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199453 BUSINESS ADDRESS: STREET 1: 676 N. MICHICAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHICAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Consulting International Holdings Cooperatief U.A. CENTRAL INDEX KEY: 0001476784 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199452 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Archstone Consulting LLC CENTRAL INDEX KEY: 0001476785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48123 FILM NUMBER: 091199456 BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 3 1 rrd257931.xml FORM 3 X0203 3 2009-11-10 0 0001057379 HACKETT GROUP, INC. HCKT 0001476785 Archstone Consulting LLC 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60611 0 0 1 0 0001476781 Archstone Consulting UK Ltd 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001476782 Archstone Holdings UK Ltd 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001476783 Archstone Consulting Netherlands BV 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001476784 Archstone Consulting International Holdings Cooperatief U.A. 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001476775 Archstone International Holdings LLC 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001364280 Archstone Intermediate Holdings LLC 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001276566 ARCHSTONE HOLDINGS LLC 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001187668 LAKE CAPITAL PARTNERS LP 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 0001305694 Lake Capital Investment Partners LP 676 N. MICHIGAN AVE SUITE 3900 CHICAGO IL 60654 0 0 1 0 Common Stock 4458450 D Common Stock 139710 I See footnotes Common Stock 558840 I See footnotes This Form 3 is being filed by (i) Archstone Consulting Netherlands BV ("Archstone BV"); (ii) Archstone Consulting UK Limited ("Archstone Consulting UK"); (iii) Archstone Holdings UK Limited ("Archstone Holdings UK"), in its capacity of sole shareholder of Archstone Consulting UK; (iv) Archstone Consulting International Holdings Cooperatief U.A. ("Cooperatief"), in its capacity of sole member of Archstone Holdings UK and Archstone BV; (v) Archstone International Holdings LLC ("International Holdings"), in its capacity of sole member of Cooperatief; (vi) Archstone Consulting LLC ("Archstone Consulting"), as a direct beneficial owner and in its capacity as sole member of International Holdings; (vii) Archstone Intermediate Holdings LLC ("Intermediate Holdings"), in its capacity as a holder of the majority of voting units of Archstone Consulting; (Continued in footnote 2) (viii) Archstone Holdings LLC ("Archstone Holdings"), in its capacity as a holder of the majority of voting units of Intermediate Holdings; (ix) Lake Capital Partners LP ("Lake Capital"), in its capacity as a holder of the majority of voting units of Archstone Holdings; and (x) Lake Capital Investment Partners LP ("Lake Investment"), in its capacity as general partner of Lake Capital. This Form 3 is also being filed by Paul G. Yovovich ("Yovovich"), in his capacity as a member of the committee of Lake Investment that makes investment related decisions with respect to Lake Capital. This Form 3 is also being filed by Terence M. Graunke ("Graunke"), in his capacity as a member of the committee of Lake Investment that makes investment related decisions with respect to Lake Capital and as a member of the board of directors of Issuer. Each of Graunke, Yovovich, Lake Investment, Lake Capital, Archstone Holdings, Intermediate Holdings, Archstone Consulting, International Holdings, Cooperatief, Archstone Holdings UK, Archstone Consulting UK and Archstone BV may be referred to individually as a "Reporting Person" and collectively as "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person, and such Reporting Person has no responsibility for the accuracy or completeness of information supplied by another Reporting Person. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3. On November 10, 2009, Archstone Consulting, Archstone BV and Archstone Consulting UK entered into an Asset Purchase Agreement (the "Purchase Agreement") with Issuer and certain of Issuer's subsidiaries pursuant to which Archstone Consulting, Archstone BV and Archstone Consulting UK agreed to sell to the subsidiaries of Issuer substantially all of their assets, in exchange for 4.657 million shares of Issuer's Common Stock. Of the 4.657 millions shares, 1.655 million are subject to forfeiture if the business related to the purchased assets does not achieve certain revenue targets for fiscal year 2010 (the "Earn Out Shares"). (Continued in footnote 8) An additional 600,400 shares are being held in escrow and may be used, subject to the terms and conditions and limitations set forth in the Purchase Agreement, to satisfy potential indemnification obligations of the Buyer Indemnified Parties (as defined in the Purchase Agreement). Pursuant to the Purchase Agreement, Archstone Consulting also purchased an additional 500,000 shares of Issuer's Common Stock. These shares are owned directly by Archstone Consulting UK. These shares are owned directly by Archstone BV. This Form 3 is being filed in three parts due to the large number of Reporting Persons and the variance in relationships. This filing is filed by the Reporting Persons listed in Footnotes 1 and 2 above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 3 and Footnote 4 above. All filings relate to the same series of transactions described above. /s/ Archstone Consulting Netherlands BV by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Consulting International Holdings Cooperatief U.A. by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Holdings UK Limited by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Consulting UK Limited by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone International Holdings LLC by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Consulting LLC by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Intermediate Consulting LLC by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Archstone Holdings LLC by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Lake Capital Partners LP by James S. Rowe under a Power of Attorney 2009-11-20 /s/ Lake Capital Investment Partners LP by James S. Rowe under a Power of Attorney 2009-11-20 EX-24. 2 rrd230851_260698.htm POWER OF ATTORNEY rrd230851_260698.html
                                          POWER OF ATTORNEY

            KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James
S. Rowe, of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned's true and lawful
attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity
as a beneficial owner of shares of Common Stock of The Hackett Group Inc., a Florida corporation
(the "Company"), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits
thereto (including any joint filing agreements) required to be filed by the undersigned under
Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and 5 and any amendments,
supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the
Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5
and timely file such forms with the United States Securities and Exchange Commission and any stock
exchange on which the Common Stock of the Company is then listed; and (iii) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.

            The undersigned hereby grants to such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

            This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with
respect to the undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

            IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as
of this 12th day of November, 2009.

ARCHSTONE CONSULTING NETHERLANDS BV                 ARCHSTONE HOLDINGS LLC

By:   Archstone International Holdings LLC.         By: /s/ Bradford Cornell
Its:  Director                                          --------------------
                                                    Name:  Bradford Cornell
                                                    Its:   Vice President
By: /s/ Bradford Cornell
    --------------------
Name: Bradford Cornell                              LAKE CAPITAL PARTNERS LP
Its:  Vice President
                                                    By:    Lake Capital Investment Partners LP
ARCHSTONE CONSULTING INTERNATIONAL                  Its:   General Partner
HOLDINGS COOPERATIEF U.A.
                                                    By:    Lake Partners LLC
By:   Archstone International Holdings LLC.         Its:   General Partner
Its:  Director
                                                    By: /s/ Terence Graunke
                                                        -------------------
By: /s/ Bradford Cornell                            Name:  Terence M. Graunke
    --------------------                            Its:   Manager
Name: Bradford Cornell
Its:  Vice President
                                                    LAKE CAPITAL INVESTMENT PARTNERS LP
ARCHSTONE CONSULTING UK LIMITED
                                                    By:    Lake Partners LLC
By: /s/ Christopher Averill                         Its:   General Partner
    -----------------------
Name: Christopher Averill.
Its:  Director                                      By: /s/ Terence Graunke
                                                        -------------------
                                                    Name:  Terence M. Graunke
ARCHSTONE HOLDINGS UK LIMITED                       Its:   Manager

By: /s/ Christopher Averill                         LAKE PARTNERS LLC
    -----------------------
Name: Christopher Averill                           By: /s/ Terence Graunke
Its:  Director                                          -------------------
                                                    Name:  Terence M. Graunke
ARCHSTONE INTERNATIONAL HOLDINGS LLC                Its:   Manager

By: /s/ Bradford Cornell                            /s/ Terence Graunke
    --------------------                            -------------------
Name: Bradford Cornell                              Terence M. Graunke
Its:  Vice President
                                                    /s/ Paul Yovovich
ARCHSTONE CONSULTING LLC                            ------------------
                                                    Paul G. Yovovich
By: /s/ Bradford Cornell
    --------------------
Name: Bradford Cornell
Its:  Vice President

ARCHSTONE INTERMEDIATE HOLDINGS LLC

By: /s/ Bradford Cornell
    --------------------
Name: Bradford Cornell
Its:  Vice President
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