-----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, BrcHBQYpM8r8jF2rPkRYplEj4YUkx4ozNW2ExhHRRlikF1eDZKY0xB0bfp3zDBD8 rdjQXSwnciFuabJXrAvpTA== 0001193125-06-045115.txt : 20060303 0001193125-06-045115.hdr.sgml : 20060303 20060303164706 ACCESSION NUMBER: 0001193125-06-045115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 GROUP MEMBERS: DONALD P. BRENNAN GROUP MEMBERS: EILEEN BRENNAN OAKLEY, TRUSTEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICT GROUP INC CENTRAL INDEX KEY: 0001013149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232458937 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49661 FILM NUMBER: 06664605 BUSINESS ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047-1748 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRENNAN JOHN J CENTRAL INDEX KEY: 0001032248 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICT GROUP INC STREET 2: 800 TOWN CENTER CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: C/O ICT GROUP INC STREET 2: 800 TOWN CENTER DRIVE CITY: LANGHORNE STATE: PA ZIP: 19047 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No.  3)*

 

 

 

ICT Group, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

44929Y 10 1

(CUSIP Number)

 

Jeffrey C. Moore

Senior Vice President, General Counsel

ICT Group, Inc.

100 Brandywine Boulevard

Newtown, PA 18940

(267) 685-5609

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

 

February 27, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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. 44929Y 10 1   13D   Page 2 of 6

 

  1  

NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            John J. Brennan

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS*

 

            Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                2,280,290

 

  8    SHARED VOTING POWER

 

                5,410,756

 

  9    SOLE DISPOSITIVE POWER

 

                2,122,811

 

10    SHARED DISPOSITIVE POWER

 

                4,529,200

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            7,691,046

    
12  

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

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            60 %

    
14  

TYPE OF REPORTING PERSON*

 

            IN

    

 

CUSIP No. 44929Y 10 1   13D   Page 3 of 6

 

  1  

NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Donald P. Brennan

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS*

 

            Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                335,353

 

  8    SHARED VOTING POWER

 

                4,500,000

 

  9    SOLE DISPOSITIVE POWER

 

                335,353

 

10    SHARED DISPOSITIVE POWER

 

                4,500,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            4,835,353

    
12  

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

 

  

x

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            37.8 %

    
14  

TYPE OF REPORTING PERSON*

 

            IN

    

 

* Excludes 865,591 shares of Common Stock held by grantor retained annuity trusts over which Donald P. Brennan, the grantor, is precluded from exercising any power, including the power to vote or dispose of such shares. Accordingly, Donald P. Brennan disclaims beneficial ownership of those 865,591 shares of Common Stock.

CUSIP No. 44929Y 10 1   13D   Page 4 of 6

 

  1  

NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Eileen Brennan Oakley, Trustee

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  x

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS*

 

            Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                0

 

  8    SHARED VOTING POWER

 

                5,381,556

 

  9    SOLE DISPOSITIVE POWER

 

                881,556

 

10    SHARED DISPOSITIVE POWER

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            5,381,556

    
12  

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

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            42 %

    
14  

TYPE OF REPORTING PERSON*

 

            IN

    

 

CUSIP No. 44929Y 10 1   13D   Page 5 of 6

This Amendment No. 3 to the Schedule 13D filed on April 9, 2004 and amended by Amendments No. 1 and 2 filed on November 4, 2004 and February 14, 2005 (as amended, the “Schedule 13D”) supplements the Schedule 13D as set forth below. Capitalized terms used but not defined in this Amendment have the meanings given those terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration, Item 4. Purpose of the Transaction and Item 5. Interest in Securities of the Issuer

On February 27, 2006, a total of 273,431 shares of Common Stock of the Issuer were distributed to Donald P. Brennan by grantor retained annuity trusts in satisfaction of annuity payments and expense reimbursement due to Donald Brennan. Donald Brennan, the grantor of each of these grantor retained annuity trusts, is precluded from exercising any power over the shares held by the trusts, including the power to vote or dispose of such shares. Accordingly, Donald Brennan disclaims beneficial ownership of the shares held by the grantor retained annuity trusts.

On February 27, 2006, Donald P. Brennan purchased 41,370 shares of Common Stock of the Issuer from the Brennan Family Trusts in a private purchase. The total purchase price for the shares was $900,004.38. The purchase price was determined by an independent appraiser and reflects the value of the shares to the Brennan Family Trusts taking into account restrictions on the ability of the Trusts to sell or transfer the shares. Donald Brennan entered into the transaction for estate planning purposes and used his personal funds to complete the purchase.

On February 21, 2006, John J. Brennan was issued an incentive award of 6,961 restricted stock units under the Issuer’s 1996 Equity Compensation Plan and delivered 710 of such units back to the Issuer in payment of applicable withholding taxes. The restricted stock units vest in three equal annual installments commencing on February 21, 2006 and are payable in shares of Common Stock upon vesting.

During the period from February 15, 2005 to the date of this Amendment No. 2, an additional 11,429 shares became subject to the Optionholder Voting Agreement as a result of the exercise of options subject to that agreement.

On December 13, 2005, John J. Brennan gifted 2000 shares of Common Stock of the Issuer he owned jointly with his spouse.

The Group Members have beneficial ownership in the aggregate of 8,026,399 shares of Common Stock, representing 62.7% of the 12,795,175 shares of Common Stock outstanding as of February 27, 2006.

John J. Brennan has beneficial ownership in the aggregate of 7,691,046 shares of Common Stock, representing 60 % of the shares of Common Stock outstanding as of February 27, 2006. He has the sole power to dispose of 2,122,811 of such shares owned in his own name or which are subject to options issued in his own name (subject to the Shareholders’ Agreement) and the sole power to vote such shares as well as 157,479 shares held by certain employees of the Issuer that are subject to the Optionholder Voting Agreement. He shares the power to dispose of and vote 4,500,000 shares pursuant to the Voting Trust Agreement and 29,200 shares jointly held with his wife. In addition, he shares the power to vote 881,556 shares pursuant to the Voting Agreement.

CUSIP No. 44929Y 10 1   13D   Page 6 of 6

Donald P. Brennan has beneficial ownership in the aggregate of 4,835,353 shares of Common Stock, representing 37.8 % of the shares of Common Stock outstanding as of February 27, 2006. He has the sole power to dispose of and vote 335,353 of such shares owned in his own name or which are issuable upon the exercise of outstanding options (subject to the Shareholders’ Agreement). He shares power to dispose of and vote 4,500,000 of such shares pursuant to the Voting Trust Agreement.

Eileen Brennan Oakley, as Trustee of the Brennan Family Trusts, has beneficial ownership in the aggregate of 5,381,556 shares of Common Stock, representing 42 % of the shares of Common Stock outstanding as of February 27, 2006. In her capacity as Trustee, she has the sole power to dispose of 881,556 of such shares (subject to the Shareholders’ Agreement), which are held by the Brennan Family Trusts, and shares the power to vote 4,500,000 of such shares pursuant to the Voting Trust Agreement and 881,556 shares pursuant to the Voting Agreement.

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.

 

Date: March 3, 2006    By:  

/s/ John J. Brennan

   Name:   John J. Brennan
Date: March 3, 2006    By:  

/s/ Donald P. Brennan

   Name:   Donald P. Brennan
Date: March 3, 2006    By:  

/s/ Eileen Brennan Oakley

   Name:   Eileen Brennan Oakley, individually and as Trustee of the Brennan Family Trusts
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