UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

AMENDMENT NO. 2

to

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  April 30, 2004

 

CHARLES RIVER ASSOCIATES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

000-24049

 

04-2372210

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

 

 

 

 

200 Clarendon Street, Boston, Massachusetts

 

02116

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (617) 425-3000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Amendment No. 2 to Current Report on Form 8-K

 

We hereby amend our Current Report on Form 8-K filed on May 6, 2004, which announced the completion on April 30, 2004 of our acquisition of InteCap, Inc.  The purpose of this amendment is to file the unaudited pro forma combined statement of income for the year ended November 29, 2003.  On June 15, 2004  we filed amendment number 1 to this Form 8-K to file the audited consolidated financial statements of InteCap for the years ended December 31, 2003 and December 31, 2002.

 

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

 

(a)           Financial Statements of Business Acquired.

 

The audited consolidated financial statements of InteCap and subsidiaries for the years ended December 31, 2003 and December 31, 2002 were previously filed as Exhibit 99.1.

 

(b)          Pro Forma Financial Information.

 

The unaudited pro forma combined statement of income for the year ended November 29, 2003 is attached hereto as Exhibit 99.2.

 

(c)           Exhibits.

 

Number

 

Title

 

 

 

2.1

 

Agreement and Plan of Merger dated as of March 18, 2004, by and among Charles River Associates Incorporated, InteCap, Inc., IP Acquisition Corp., and the Company Stockholder Representative, as defined therein.*

 

 

 

2.2

 

First Amendment to Agreement and Plan of Merger dated as of April 30, 2004, by and among Charles River Associates Incorporated, InteCap, Inc., IP Acquisition Corp., and the Company Stockholder Representative, as defined therein.*

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Auditors.*

 

 

 

99.1

 

Audited Consolidated Financial Statements of InteCap, Inc. and Subsidiaries for the Years Ended December 31, 2003 and December 31, 2002.*

 

 

 

99.2

 

Unaudited Pro Forma Combined Statement of Income for the Year Ended November 29, 2003.

 

* Previously filed.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CHARLES RIVER ASSOCIATES INCORPORATED

 

 

 

 

 

 

Dated: July 14, 2004

By:

/s/ J. Phillip Cooper

 

 

J. Phillip Cooper

 

 

Executive Vice President and Chief Financial Officer

 

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Exhibit Index

 

Number

 

Title

 

 

 

2.1

 

Agreement and Plan of Merger dated as of March 18, 2004, by and among Charles River Associates Incorporated, InteCap, Inc., IP Acquisition Corp., and the Company Stockholder Representative, as defined therein.*

 

 

 

2.2

 

First Amendment to Agreement and Plan of Merger dated as of April 30, 2004, by and among Charles River Associates Incorporated, InteCap, Inc., IP Acquisition Corp., and the Company Stockholder Representative, as defined therein.*

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Auditors.*

 

 

 

99.1

 

Audited Consolidated Financial Statements of InteCap, Inc. and Subsidiaries for the Years Ended December 31, 2003 and December 31, 2002.*

 

 

 

99.2

 

Unaudited Pro Forma Combined Statement of Income for the Year Ended November 29, 2003.

 

* Previously filed.

 

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