-----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, LZJP52FXLCpAl5mDZQurF08JOtsfCNhav/QLRQmztjNYT109J6XBSK7BvwUDhm/J DAGEmtEIbTl1VWCp1djR8g== 0000912057-02-017535.txt : 20020430 0000912057-02-017535.hdr.sgml : 20020430 ACCESSION NUMBER: 0000912057-02-017535 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020430 GROUP MEMBERS: ASSOCIATED MADISON COMPANIES GROUP MEMBERS: PFS SERVICES, INC. GROUP MEMBERS: THE TRAVELERS INDEMNITY COMPANY GROUP MEMBERS: TRAVELERS INSURANCE GROUP HOLDINGS INC. GROUP MEMBERS: TRAVELERS PROPERTY CASUALTY CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENHERENT CORP CENTRAL INDEX KEY: 0001045560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133914972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54115 FILM NUMBER: 02628156 BUSINESS ADDRESS: STREET 1: 12300 FORD RD STREET 2: SUITE 450 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9173453800 MAIL ADDRESS: STREET 1: 12300 FORD RD STREET 2: SUITE 450 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: PRT GROUP INC DATE OF NAME CHANGE: 19970905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a2078436zsc13da.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* enherent Corp. (f/k/a PRT Group Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 293313-10-2 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph B. Wollard, Esq. Citigroup Inc. 425 Park Avenue New York, NY 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2002 - -------------------------------------------------------------------------------- (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 ss.ss.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 ss.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. 293313-10-2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Travelers Indemnity Company ("Travelers Indemnity") - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,540** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,540** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,540** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents (1) 632,540 shares of Common Stock directly beneficially owned by Travelers Indemnity, (2) 2,750,000 shares of Series A Senior Participating Redeemable Preferred Stock, par value $.001, each of which may be converted into one share of Common Stock, and (3) 1,875,000 warrants which may be exchanged for 1,875,000 shares of Common Stock. - ----------------------------- ---------------------------- CUSIP No. 293313-10-2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Travelers Insurance Group Holdings Inc. (f/k/a Travelers Property Casualty Corp.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,540** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,540** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,540** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Travelers Indemnity. - ------------------------------ ---------------------------- CUSIP No. 293313-10-2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Travelers Property Casualty Corp. (f/k/a The Travelers Insurance Group Inc.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,540** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,540** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,540** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Travelers Indemnity. - ------------------------------- ------------------------- CUSIP No. 293313-10-2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PFS Services, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,540** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,540** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,540** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Travelers Indemnity. - --------------------------- ------------------------- CUSIP No. 293313-10-2 SCHEDULE 13D - ------------- ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Associated Madison Companies, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,540** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,540** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,540** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Travelers Indemnity. - -------------------------- ------------------------------ CUSIP No. 293313-10-2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,257,840** ----------------------------------------------------- EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 5,257,840** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257,840** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Represents shares beneficially owned by Travelers Indemnity and other subsidiaries of Citigroup Inc. SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to a Schedule 13D filed on April 24, 2000 relates to the Common Stock, par value $0.001 per share, of enherent Corp., formerly known as PRT Group Inc. (the "Company"), a Delaware corporation. Information contained in the original Schedule 13D remains in effect except to the extent that it is superseded by subsequently filed information, including the information contained in this Amendment No. 1. Information given in response to each item shall be deemed incorporated by reference in all other items. Terms used and not defined herein have the meaning ascribed to them in said Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. The response to Item 2 of the Schedule 13D is hereby amended and supplemented as follows: (a) This Schedule 13D is being filed by (i) The Travelers Indemnity Company, a Connecticut corporation ("Travelers Indemnity"), by virtue of its beneficial ownership of the Company's Common Stock (including securities that may be converted into or exchanged for Common Stock), (ii) Travelers Insurance Group Holdings Inc. (formerly known as Travelers Property Casualty Corp.), a Delaware corporation ("TIGHI"), by virtue of its ownership of all of the outstanding common stock of Travelers Indemnity, (iii) Travelers Property Casualty Corp. (formerly known as The Travelers Insurance Group Inc.), a Connecticut corporation ("TAP"), by virtue of its ownership of all of the outstanding common stock of TIGHI, (iv) PFS Services, Inc., a Georgia corporation ("PFS"), by virtue of its ownership of 77% of the outstanding equity of TAP, (v) Associated Madison Companies, Inc., a Delaware corporation ("Associated Madison"), by virtue of its ownership of all of the outstanding common stock of PFS, and (vi) Citigroup Inc., a Delaware corporation ("Citigroup"), by virtue of its ownership of all the outstanding common stock of Associated Madison (collectively, the "Reporting Persons," and each a "Reporting Person"). Attached as Schedule A is information concerning each executive officer and director of Travelers Indemnity and Citigroup. Schedule A is incorporated into and made a part of this Schedule 13D. (b) The address of the principal business and principal place of business of each of Travelers Indemnity, TIGHI and TAP is One Tower Square, Hartford, Connecticut 06183. The address and principal place of business of PFS is 3120 Breckinridge Boulevard, Duluth, Georgia 30199. The address and principal place of business of each of Associated Madison and Citigroup is 399 Park Avenue, New York, New York 10043. (c) Travelers Indemnity's principal business is property and casualty insurance. TIGHI and TAP are holding companies principally engaged, through their subsidiaries, in property and casualty insurance. PFS and Associated Madison are holding companies principally engaged, through their subsidiaries, in insurance and related financial services. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers world-wide. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has 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) Each of Travelers Indemnity and TAP is a Connecticut corporation. PFS is a Georgia corporation. Each of TIGHI, Associated Madison and Citigroup is a Delaware corporation. Except as otherwise indicated on Schedule A, to the knowledge of each Reporting Person, each executive officer and director named in Schedule A to this Schedule 13D is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 of the Schedule 13D is hereby amended and supplemented as follows: As consideration for the transaction described below in Item 4. of this Schedule 13D, Travelers Indemnity sold, assigned, conveyed, transferred and delivered to the Company 1,000,000 shares of Common Stock, free and clear of any pledge, security interest, lien, charge, option, encumbrance or other restriction of any kind or nature whatsover. ITEM 4. PURPOSE OF TRANSACTION. The response to Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On January 25, 2002, Travelers Indemnity converted 1,000,000 shares of Series A Senior Participating Redeemable Preferred Stock, par value $.001 per share ("Series A Preferred"), into 1,000,000 shares of Common Stock. Pursuant to a Stock Purchase Agreement by and between the Company and Travelers Indemnity dated as of January 30, 2002 (the "Agreement"), (i) Travelers Indemnity agreed to sell, assign, convey, transfer and deliver to the Company 1,000,000 shares of Common Stock (the "Acquired Shares"), free and clear of any pledge, security interest, lien, charge, option, encumbrance or other restriction of any kind or nature whatsover, and (ii) the Company agreed to pay to Travelers Indemnity the aggregate cash consideration of $200,000. On February 8, 2002, Travelers Indemnity tendered the Acquired Shares to the Company and the Company paid $200,000 to Travelers Indemnity. The transactions described above were entered into for investment purposes. The Reporting Persons intend to review their investments in the Company from time to time. Depending on such review, the Reporting Persons may consider various alternative courses of action. Periodically, each of the Reporting Persons may determine to increase its investment or sell all or part of its investment in the Company through open-market purchases, privately negotiated transactions or otherwise. Such action is conditioned on prevailing market forces, including, without limitation, price and availability of shares of Common Stock, future evaluations by the Reporting Persons of the business and prospects of the Company, regulatory requirements, other investment opportunities available to the Reporting Persons and general stock market and economic conditions. Except as described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedule A to this Schedule 13D, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) any changes in the Company's charter or by-laws or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. The response to Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The percentage calculations in Item 5 of this Schedule 13D are based upon (i) 17,502,188 shares of Common Stock outstanding as of March 22, 2002, as reported in the Company's Form 10-K and (ii) 4,625,000 shares of Common Stock issuable to Travelers Indemnity. (a) TRAVELERS INDEMNITY. As of April 30 , 2002, Travelers Indemnity beneficially owns 5,257,540 shares, or 23.8%, of Common Stock, as follows: (i) Travelers Indemnity is the direct beneficial owner of 632,540 shares of Common Stock; (ii) Travelers Indemnity is the indirect beneficial owner of 2,750,000 shares of Common Stock through ownership of 2,750,000 shares of Series A Preferred, each of which may be converted into one share of Common Stock at any time; and (iii) Travelers Indemnity is the indirect beneficial owner of 1,875,000 shares of Common Stock through ownership of 1,875,000 warrants, each of which may be exchanged for one share of Common Stock at any time prior to April 15, 2005. Travelers Indemnity disclaims beneficial ownership of the 300 shares of Common Stock held by other subsidiaries of Citigroup. TIGHI, TAP, PFS AND ASSOCIATED MADISON. As of April 30, 2002, each of TIGHI, TAP, PFS and Associated Madison indirectly beneficially owns, exclusively through their holding company structures, 5,257,540 shares, or 23.8%, of Common Stock representing the Common Stock beneficially owned by Travelers Indemnity. Each of TIGHI, TAP, PFS and Associated Madison disclaims beneficial ownership of the 300 shares of Common Stock held by other subsidiaries of Citigroup. CITIGROUP. As of April 30, 2002, Citigroup indirectly beneficially owns, exclusively through its holding company structure, 5,257,840 shares, or 23.8%, of Common Stock, representing (i) 5,257,540 shares beneficially owned by Travelers Indemnity and (ii) 300 shares beneficially owned by other subsidiaries of Citigroup. (b) Travelers Indemnity, TIGHI, TAP, PFS, Associated Madison and Citigroup may be deemed to share the voting and dispositive power of 5,257,540 shares of Common Stock beneficially owned by Travelers Indemnity. Citigroup may be deemed to share the voting and dispositive power of 300 shares of Common Stock beneficially owned by other subsidiaries of Citigroup. This Schedule 13D is being filed because of TIGHI's 100% ownership interest in Travelers Indemnity, TAP's 100% ownership interest in TIGHI, PFS's 77% ownership interest in TAP, Associated Madison's 100% ownership interest in PFS and Citigroup's 100% ownership interest in Associated Madison. (c) To the best knowledge of the Reporting Persons, none of the individuals named in Schedule A to this Schedule 13D has effected a transaction in shares of Common Stock during the past 60 days. To the best knowledge of the Reporting Persons, none of the Reporting Persons has effected a transaction in shares of Common Stock during the past 60 days. (d) No person, other than Travelers Indemnity, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Travelers Indemnity. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE COMPANY. The response to Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Jack L. Rivkin, who serves on the Company's Board of Directors, is no longer an employee of a subsidiary of Citigroup. Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or class, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION 1 Joint Filing Agreement among the Reporting Persons 2 Stock Purchase Agreement by and between enherent Corp. and The Travelers Indemnity Company 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: April 30, 2002 THE TRAVELERS INDEMNITY COMPANY By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary Travelers Insurance Group Holdings Inc. By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary Travelers Property Casualty Corp. By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary PFS Services, Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary Associated Madison Companies, Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary Citigroup Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary SCHEDULE A THE TRAVELERS INDEMNITY COMPANY
Name Title - ---- ----- Jay S. Benet Director and Executive Officer Charles J. Clarke Director and Executive Officer Douglas G. Elliott Director and Executive Officer Joseph P. Kiernan Director and Executive Officer Joseph P. Lacher, Jr. Director and Executive Officer Brian W. MacLean Director and Executive Officer James M. Michener Director and Executive Officer Peter N. Higgins Executive Officer Diana E. Beecher Executive Officer Susan Stonehill Claflin Executive Officer David A. Tyson Executive Officer F. Denney Voss Executive Officer W. Douglas Willett Executive Officer
SCHEDULE A CITIGROUP INC.
Name Title - ---- ----- C. Michael Armstrong Director Alain J.P. Belda Director (Brazil) George David Director Kenneth T. Derr Director John M. Deutch Director The Honorable Gerald R. Ford Honorary Director Alfredo Harp Helu Director (Mexico) Roberto Hernandez Ramirez Director (Mexico) Ann Dibble Jordan Director Reuben Mark Director Michael T. Masin Director Dudley C. Mecum Director Richard D. Parsons Director Andrall E. Pearson Director Robert E. Rubin Director and Executive Officer Franklin A. Thomas Director Sanford I. Weill Director and Executive Officer Arthur Zankel Director Winfried F.W. Bischoff Executive Officer (United Kingdom and Germany) Michael A. Carpenter Executive Officer Thomas Wade Jones Executive Officer Deryck C. Maughan Executive Officer (United Kingdom) Victor J. Menezes Executive Officer Charles O. Prince, III Executive Officer William R. Rhodes Executive Officer Todd S. Thomson Executive Officer Robert B. Willumstad Executive Officer
EXHIBIT LIST
Exhibit Description - ------- ----------- 1 Joint Filing Agreement among the Reporting Persons 2 Stock Purchase Agreement by and between enherent Corp. and The Travelers Indemnity Company
EX-99.1 3 a2078436zex-99_1.txt EXHIBIT 99.1 EXHIBIT 1 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning him or itself; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he or it knows or has reason to believe that such information is inaccurate. Dated: April 30, 2002 THE TRAVELERS INDEMNITY COMPANY By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary Travelers Insurance Group Holdings Inc. By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary Travelers Property Casualty Corp. By: /s/ Paul Eddy ------------- Name: Paul Eddy Title: Assistant Secretary PFS Services, Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary Associated Madison Companies, Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary Citigroup Inc. By: /s/ Joseph B. Wollard --------------------- Name: Joseph B. Wollard Title: Assistant Secretary EX-99.2 4 a2078436zex-99_2.txt EXHIBIT 99.2 EXHIBIT 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "AGREEMENT"), dated as of January 30, 2002, is entered into by and between enherent Corp., a Delaware corporation ("PURCHASER"), and Traveler's Indemnity Company ("SELLER"). RECITALS Seller is the owner at the date hereof of 1,632,540 shares of the issued and outstanding common stock, par value $0.001 per share ("COMMON STOCK"), of Purchaser. Seller is also the owner at the date hereof of 2,750,000 shares of the issued and outstanding Series A Preferred Stock, par value $0.001 per share ("PREFERRED STOCK") of Purchaser. Seller desires to sell and Purchaser desires to purchase 1,000,000 shares of the outstanding shares of Common Stock currently owned by Seller (the "ACQUIRED SHARES"), upon the terms set forth in this Agreement. AGREEMENT Based upon the foregoing and the mutual promises contained herein, the parties agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK 1.1 PURCHASE. Upon the terms and subject to the conditions of this Agreement, on the Closing Date: (i) Seller shall sell, assign, convey, transfer and deliver to Purchaser or its designee, free and clear of any pledge, security interest, lien, charge, option, encumbrance or other restriction of any kind or nature whatsoever ("LIEN") the Acquired Shares, and (ii) Purchaser shall pay to Seller the aggregate cash consideration of Two Hundred Thousand Dollars ($200,000.00) by Purchaser's wire transfer of immediately-available funds. 1.2 CLOSING. Upon satisfaction or waiver of the conditions precedent set forth in Section 3, and unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 4, a closing with respect to the transactions provided for in this Agreement (the "CLOSING") shall take place within three (3) business days of the date that all of the conditions precedent set forth in Section 3 are satisfied, or such other time or date as is agreed to in writing by Seller and the Purchaser (the time and date of such Closing is referred to herein as the "CLOSING DATE"). The parties will use their best efforts to have the Closing on January ___, 2002. All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed. 2. REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as follows: (a) ORGANIZATION AND POWER. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has the requisite corporate power and authority to sell, assign, convey, transfer and deliver the Acquired Shares and to enter into this Agreement and perform its obligations hereunder. (b) AUTHORIZATION, EXECUTION AND DELIVERY, ETC. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares will pass to the Purchaser free and clear of all Liens. (c) THIRD PARTY CONSENTS. There is no legal impediment to Seller's consummation of the transactions contemplated by this Agreement, and no filing or registration with, or authorization, consent or approval of any domestic or foreign public body or authority is necessary for the consummation by Seller of the transactions contemplated by this Agreement. 2.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows: (a) ORGANIZATION AND POWER. Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, hold and purchase the Acquired Shares and to enter into this Agreement and perform its obligations hereunder. (b) AUTHORIZATION EXECUTION AND DELIVERY, ETC.. The execution, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (c) THIRD PARTY CONSENTS. There is no legal impediment to Purchaser's consummation of the transactions contemplated by this Agreement, and no filing or registration with, or authorization, consent or approval of any domestic or foreign public body or authority is necessary for the consummation by Seller of the transactions contemplated by this Agreement. 3. CONDITIONS PRECEDENT 3.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of the following conditions, unless waived in writing by Purchaser and Seller: (a) NO INJUNCTION. No court or other governmental body or public authority shall have issued an order which shall then be in effect restraining, enjoining or prohibiting the transactions contemplated by this Agreement. 4. TERMINATION 4.1 TERMINATION BY COLLECTIVE AGREEMENT. This Agreement may be terminated at any time prior to the Closing by the joint written agreement of Seller and Purchaser. 4.2 TERMINATION BY EITHER PARTY. This Agreement may be terminated by written notice by either party to the other at any time prior to the Closing: (a) if a representation or warranty contained in Section 3.1 or Section 3.2 shall become untrue and the breaching party shall have been afforded reasonable opportunity to cure such breach; or (b) if the transactions contemplated by this Agreement have not been consummated by February 8, 2002 (unless a later date is established by the mutual written consent of such parties before such date). 4.3 EFFECT OF FAILURE BY A PARTY TO CONSUMMATE TRANSACTION DUE TO BREACH. Provided that Purchaser, in the event Seller is the breaching party, or Seller, in the event the Purchaser is the breaching party, is not then in breach of any of its own obligations under this Agreement, upon (i) termination of this Agreement due to a breach as described in Section 4.2 (a) or (ii) the failure of a party to perform its obligations hereunder after all of the conditions precedent set forth in Section 3 are satisfied, the non-breaching party shall be entitled to reimbursement of all fees and expenses incurred by the non-breaching party and to pursue against the breaching party any and all rights and/or remedies, at law or in equity, to which such non-breaching party may be entitled. 4.4 EFFECTS OF TERMINATION. Except as provided in Section 5.4, upon any such termination pursuant to this Section 5, neither Purchaser nor Seller shall have any liability or further obligation to the other party to this Agreement as a result thereof. 5. MISCELLANEOUS 5.1 FURTHER ASSURANCES. Seller hereby covenants and agrees to and with Purchaser to execute and deliver such additional instruments of sale, assignment, conveyance, transfer or delivery and to take such additional reasonable action as Purchaser may reasonably request to more effectively transfer to and vest in Purchaser, and to put Purchaser in possession of, or give Purchaser the benefit or enjoyment of, any and all of the Acquired Shares, free and clear of any and all Liens. 5.2 FINDER'S AND BROKER'S FEES. Seller and Purchaser each represent and warrant to the other that there are no claims (or any basis therefor) for brokerage commissions, finder's fees or like payments in connection with this Agreement or the transactions contemplated hereby resulting from any action taken by either of the Purchaser or Seller. IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first written above. PURCHASER: - ----------------------------- - ----------------------------- [Name/Title] SELLER: - ----------------------------- - ----------------------------- [Name/Title] -----END PRIVACY-ENHANCED MESSAGE-----