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MANUGISTICS GROUP, INC.
SUPPLEMENT TO THE
July 12, 2004
To the Shareholders of Manugistics Group, Inc.:
This Proxy Statement Supplement, being mailed on or about July 12, 2004, supplements and amends the Proxy Statement (the Proxy Statement), dated June 22, 2004, previously mailed to all shareholders of Manugistics Group, Inc. (the Company) in connection with the Annual Meeting of Shareholders of the Company (the Annual Meeting) scheduled to be held on Thursday, July 22, 2004 at 9:00 a.m., Eastern Daylight Time, at the Marriott Washingtonian Center, 9751 Washingtonian Boulevard, Gaithersburg, Maryland. The information contained in this Proxy Statement Supplement should be read in conjunction with the Proxy Statement.
The purpose of this Proxy Statement Supplement is to provide shareholders with information with respect to a revision to the Companys proposed Employee Stock Purchase Plan (the Plan) and the engagement of a proxy solicitation firm.
At the Annual Meeting, shareholders will be voting on Proposal 2 to approve the Companys Plan. Institutional Shareholder Services (ISS), which advises institutional shareholders on proxy proposals, has recommended voting against the Plan because of the operation of the proposed automatic annual increase in shares under the Plan (an evergreen provision). In response to ISSs concerns, on July 9, 2004, the Board of Directors adopted resolutions to amend the Plan to eliminate the evergreen provision and to provide for a maximum number of shares under the Plan of 3,000,000 shares. ISS has informed the Company that it will reverse its recommendation against the Plan following the filing of this Proxy Statement Supplement. The Board of Directors recommends that shareholders vote FOR approval of the amended Plan.
In addition to the proxy solicitation methods described in the Proxy Statement, the Company has engaged The Altman Group, Inc. to solicit proxies in connection with the Annual Meeting. The Company will pay The Altman Group, Inc. an estimated $9,500 plus out-of-pocket expenses to render proxy solicitation services.
If you have already returned your properly executed proxy card and would like to change your vote on any matter, you may revoke your proxy before it is voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Company, by submission of a proxy bearing a later date or by attending the Annual Meeting in person and casting a ballot. If you execute a later-dated proxy, please remember to vote on all matters on which you would like to have your shares voted at the Annual Meeting. If you would like a new proxy or if you have any questions, please contact Nate Wallace, Vice President, Investor Relations, at 9715 Key West Avenue, Rockville, Maryland 20850, or at telephone number (301) 255-5327.
|By Order of the Board of Directors,|
|Gregory J. Owens|
|Chairman of the Board|
Dated: July 12, 2004