SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
The information required in 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 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. 205477102 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The TCW Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
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5. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,157,700
EACH -----------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,157,700
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,157,700
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 205477102 13G Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Day
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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5. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,157,700
EACH -----------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,157,700
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,157,700
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 8 Pages
Item 1(a). Name of Issuer:
Computer Task Group, Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
800 Delaware Avenue,
Buffalo, NY 14209
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office, or if None, Residence:
Item 2(c). Citizenship:
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Robert Day
865 South Figueroa Street
Los Angeles, CA 90017
(United States Citizen)
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
205477102
Page 5 of 8 Pages
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d--1(b), or
240.13d--2(b) or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Exchange 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
Exchange 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
Section 240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g) /X/ A parent holding company or control person in accordance
with Section 240.13d--1(b)(1)(ii)(G).
(see Item 7)
The TCW Group, Inc.
Robert Day (individual who may be deemed to
control The TCW Group, Inc. and other entities
which hold the Common Stock of the issuer)
(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 Section 240.13d--1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Page 6 of 8 Pages
Item 4. Ownership **
THE TCW GROUP, INC.
(a) Amount beneficially owned: 1,157,700()
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
none.
(ii) Shared power to vote or to direct the vote:
1,157,700
(iii) Sole power to dispose or to direct the disposition of:
none.
(iv) Shared power to dispose or to direct the disposition of:
1,157,700
ROBERT DAY***
(a) Amount beneficially owned: 1,157,700()
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
none.
(ii) Shared power to vote or to direct the vote:
1,157,700
(iii) Sole power to dispose or direct the disposition of:
none.
(iv) Shared power to dispose or to direct the disposition of:
1,157,700
(***) Shares reported for Robert Day include shares reported for The TCW Group,
Inc.
Page 7 of 8 Pages
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 has 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.
Various persons other than as described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Computer Task Group, Incorporated.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. SEE Exhibits A and B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d--1(c), the following certification is included:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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.
Page 8 of 8 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 this 12th day of February, 2001.
The TCW Group, Inc.
By: /s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory
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Robert Day
By: /s/ Linda D. Barker
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Linda D. Barker
Under Power of Attorney dated
November 6, 2000, on File with
Schedule 13G for Retek, Inc.
dated November 8, 2000.
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EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
PART A: TCW ENTITIES
PARENT HOLDING COMPANY:
The TCW Group, Inc.
Robert Day (an individual who may be deemed to control The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13D-1(B):
(i) Trust Company of the West, a California corporation and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934.
(ii) TCW Asset Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
(iii) TCW Investment Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
Note: No Common Stock of Computer Task Group, Incorporated is held directly by The TCW Group, Inc. Other than the indirect holdings of The TCW Group, Inc., no Common Stock of Computer Task Group, Incorporated is held directly or indirectly by Robert Day, an individual who may be deemed to control The TCW Group, Inc.
PART B: NON TCW ENTITIES
PARENT HOLDING COMPANY:
Robert Day (an individual who may be deemed to control the entities described below which are not subsidiaries of The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13D-1(B):
Oakmont Corporation, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate.
Dated this 12th day of February, 2001.
The TCW Group, Inc.
By: /s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory
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Robert Day
By: /s/ Linda D. Barker
------------------------------
Linda D. Barker
Under Power of Attorney dated
November 6, 2000, on File with
Schedule 13G for Retek, Inc.
dated November 8, 2000.
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