| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVANSYS CORP [ CVNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/15/2004 | A | 2,000,000 | A | (1)(2) | 2,000,000 | D(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred | $23 | 09/15/2004 | D | 100,000 | 04/20/2000 | (5) | Common Stock | 4,347,826 | (1)(2) | 0 | D(3)(4) | ||||
| 25 Warrant | $25 | 09/15/2004 | D | 2 | 04/20/2003 | 04/20/2007 | Common Stock | 3,000,000 | (1)(2) | 0 | D(3)(4) | ||||
| Series A Preferred | $23 | 09/15/2004 | D | 100,000 | 07/13/2003 | (5) | Common Stock | 4,347,826 | (1)(2) | 0 | D(3)(4) | ||||
| 25 Warrant | $25 | 09/15/2004 | D | 2 | 07/13/2003 | 07/13/2007 | Common Stock | 500,000 | (1)(2) | 0 | D(3)(4) | ||||
| 31 Warrant | $31 | 09/15/2004 | D | 2 | 07/13/2003 | 07/13/2010 | Common Stock | 1,800,000 | (1)(2) | 0 | D(3)(4) | ||||
| Warrant | $18 | 09/15/2004 | A | 3 | 09/16/2004 | 09/15/2009 | Common Stock | 5,000,000 | (1)(2) | 5,000,000 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On September 15, 2004, CDR-Cookie Acquisition, L.L.C. ("CDR") consummated transactions contemplated by a Recapitalization Agreement, dated as of April 26, 2004, between CDR and Covansys Corporation (the "Company"), as amended by an Amendment and Acknowledgement Agreement, dated as of August 17, 2004, among CDR, the Company, Fidelity Information Services, Inc., Rajendra B. Vattikuti and The Rajendra B. Vattikuti Trust, established pursuant to the Second Amendment and Restatement of Revocable Living Trust Agreement, dated as of February 1, 1995, and as further amended by an Amendment to the Recapitalization Agreement between the Company and CDR, dated as of September 9, 2004 (collectively, the "Recapitalizaton Agreement"). |
| 2. Pursuant to the Recapitalization Agreement described in footnote 1 above, CDR exchanged all of its Company holdings, consisting of (a) 200,000 shares of the Company's Series A Voting Convertible Preferred Stock, (b) warrants to acquire 3.5 million shares of the Company's Common Stock at an exercise price of $25 per share and warrants to acquire 1.8 million shares of the Company's Common Stock at an exercise price of $31 per share, for consideration consisting of (w) $177.5 million of cash, (x) two million shares of the Company's Common Stock, (y) subordinated notes due December 31, 2005 in an aggregate amount of $17.5 million, and (z) five-year warrants to purchase an aggregate of five million shares of the Company's Common Stock with a strike price of $18 per share. |
| 3. Clayton, Dubilier & Rice Fund VI Limited Partnership (the "Fund") is the sole member of CDR with the power to vote and dispose of the shares and warrants held by CDR. CD&R Associates VI Limited Partnership ("Associates LP") is the general partner of the Fund, and has the power to direct the Fund as to the voting and disposition of the shares and Warrants held by CDR. CD&R Investment Associates VI, Inc. ("Associates Inc.") is the general partner of Associates LP and has the power to direct Associates LP as to its direction of the Fund's voting and disposition of the shares held by CDR. Associates LP, as the general partner of the Fund, is entitled to a portion of the net gain realized by the Fund on their respective investments. Associates Inc., as the general partner of Associates LP, is entitled to a portion of the net gain to which Associates LP is entitled. |
| 4. The ownership form of each of the securities and derivative securities listed above is direct for CDR and indirect for each of the Fund, Associates LP and Associates Inc. |
| 5. None. |
| Remarks: |
| This joint filing is made on behalf of CDR-Cookie Acquisition, L.L.C., the direct beneficial owner, and Clayton, Dubilier & Rice Fund VI Limited Partnership, CD&R Associates VI Limited Partnership and CD&R Investment Associates VI, Inc., the indirect beneficial owners of the securities and derivative securities reported herein, and has been signed on behalf of each entity as shown in Exhibit 1 attached hereto. |
| CDR-COOKIE ACQUISITION, L.L.C. | 09/15/2004 | |
| CLAYTON, DUBILIER & RICE FUND VI LIMITED PARTNERSHIP | 09/15/2004 | |
| CD&R ASSOCIATES VI LIMITED PARTNERSHIP | 09/15/2004 | |
| CD&R INVESTMENT ASSOCIATES VI, INC. | 09/15/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||