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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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Software Artistry, Inc.
(Name of Subject Company)
Hoosier Acquisition Corp.
International Business Machines Corporation
(Bidders)
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Common Stock, No Par Value
(Title of Class of Securities)
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83402810
(CUSIP Number of Class of Securities)
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Lawrence R. Riccardi, Esq.
Senior Vice President and General Counsel
and interim Chief Financial Officer
International Business Machines Corporation
New Orchard Road
Armonk, New York 10504
(914) 499-1900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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International Business Machines Corporation and Hoosier
Acquisition Corp. hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 (the "Statement"), originally filed on December 23, 1997,
with respect to their offer to purchase all outstanding shares of Common
Stock, no par value, of Software Artistry, Inc., an Indiana corporation, as
set forth in this Amendment No. 1. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
On January 8, 1998, IBM issued a press release, a copy of which
is attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.
Item 11. Material to be filed as Exhibits.
(a)(9) Press Release, dated January 8, 1998.
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SIGNATURE
After due 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: January 9, 1998
HOOSIER ACQUISITION CORP.,
by: /s/ LEE A. DAYTON
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Name: Lee A. Dayton
Title: President
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
by: /s/ LEE A. DAYTON
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Name: Lee A. Dayton
Title: Vice President, Corporate
Development and Real Estate
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
(a)(9) Press Release, dated
January 8, 1998
[Letterhead of IBM]
Contact: Jeff Cross
IBM, 914-766-1265,
[email protected]
Yvonne Donaldson
Tivoli Systems, 512-436-8311,
[email protected]
01/08/98
IBM ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD INVOLVING SOFTWARE ARTISTRY MERGER
ARMONK, N.Y., January 8, 1998 . . . IBM today announced that the
Hart-Scott-Rodino waiting period relating to the proposed merger of IBM's
Tivoli Systems subsidiary and Software Artistry, Inc., has expired. IBM's
tender offer for Software Artistry currently is scheduled to expire on
January 23, 1998.
