-----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, BF2wnqC4R10vkbgrzUmsZOU4zfeCFnxFxk2OPkTMpP/rtpjWZETnIcQ4CLo0DTRU lZZpvhK+xIgPkmIJMasl8A== 0000908737-98-000711.txt : 19980818 0000908737-98-000711.hdr.sgml : 19980818 ACCESSION NUMBER: 0000908737-98-000711 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980817 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43511 FILM NUMBER: 98692524 BUSINESS ADDRESS: STREET 1: 5215 N OCONNOR BLVD STE 2500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5215 N OCONNOR SUITE 2500 CITY: IRVING STATE: TX ZIP: 75039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYBANK INVESTMENTS LP CENTRAL INDEX KEY: 0000934299 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175268963 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. )* THOMAS GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 884402108 (CUSIP Number) August 12, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 884402108 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hollybank Investments, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 209,950 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 209,950 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,950 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% (See Note 1) 12 TYPE OF REPORTING PERSON PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 884402108 Page 3 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dorsey R. Gardner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF SHARES 100,000 **Please refer to Item 4, Page 5 BENEFICIALLY for disclaimer of beneficial OWNED BY ownership EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 100,000 **Please refer to Item 4, Page 5 for disclaimer of beneficial ownership 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 **Please refer to Item 4, Page 5 for disclaimer of beneficial ownership 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% (See Note 1) **Please refer to Item 4, Page 5 for disclaimer of beneficial ownership 12 TYPE OF REPORTING PERSON IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Note 1 - This Percentage is based on 4,707,724 shares of Common Stock outstanding as of April 30, 1998 based on information provided in the Company's Quarterly Report on Form 10-Q filed May 20, 1998. SCHEDULE 13G CUSIP No. 884402108 Page 4 of 9 Pages Item 1(a). Name of issuer: Thomas Group, Inc. (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: 5215 North O'Connor Boulevard, Suite 2500, Irving, Texas 75039-3714 Item 2(a). Name of Person Filing: The Persons filing this statement are Hollybank Investments, LP, a Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner of LP ("Gardner"). Item 2(b). Address of Principal Offices or, if None, Residence: The Business Address of both Gardner and LP is One International Place, Suite 2401, Boston, MA 02110. Item 2(c). Citizenship: Hollybank Investments, LP - Delaware Dorsey R. Gardner - U.S.A. Item 2(d). Title of Class of Securities: The title of the class of equity securities to which this statement relates is the Common Stock (the "Shares") of the Company. Item 2(e). CUSIP Number: 884402108 Item 3. If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the filing person is a: (a) / / Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) / / An investment adviser in accordance with 13d-1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with 13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with 13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box. |X| SCHEDULE 13G CUSIP No. 884402108 Page 5 of 9 Pages Item 4. Ownership. The information in Items 5-11 on the cover pages (pages 2 and 3) of this Schedule 13G is incorporated by reference. As of the date of this statement, LP is the beneficial owner of 209,950 Shares. Gardner, as general partner of LP may be deemed to beneficially own Shares beneficially owned by LP. Except to the extent of his interest as a limited partner in LP, Gardner expressly disclaims such beneficial ownership and the filing of this statement shall not be construed as an admission that Gardner is the beneficial owner of the Shares owned by LP and covered by this statement. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP No. 884402108 Page 6 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 17, 1998 HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). SCHEDULE 13G CUSIP No. 884402108 Page 7 of 9 Pages EXHIBIT INDEX Exhibit Page 99.1 Joint Filing Agreement 9 EX-99.1 2 EXHIBIT 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Thomas Group, Inc. or any subsequent acquisitions or dispositions of equity securities of Thomas Group, Inc. by any of the undersigned. Dated: August 17, 1998 HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner -----END PRIVACY-ENHANCED MESSAGE-----