===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
------------------------
Software Artistry, Inc.
(Name of Subject Company)
Hoosier Acquisition Corp.
International Business Machines Corporation
(Bidders)
------------------------
Common Stock, No Par Value
(Title of Class of Securities)
------------------------
83402810
(CUSIP Number of Class of Securities)
------------------------
Lawrence R. Ricciardi, 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)
------------------------
Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
===========================================================================
<PAGE>
International Business Machines Corporation ("IBM") and Hoosier
Acquisition Corp. hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 and Schedule 13D, originally filed on December 23, 1997,
as amended by Amendment No. 1, 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. 2.
Item 6. Interest in Securities of the Subject Company.
On January 26, 1998, IBM issued a press release, a copy of which
is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
Item 10. Additional Information.
On January 26, 1998, IBM issued a press release, a copy of which
is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
Item 11. Material to be filed as Exhibits.
(a)(10) Press Release, dated January 26, 1998.
<PAGE>
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 26, 1998
HOOSIER ACQUISITION CORP.,
By: /s/ LEE A. DAYTON
--------------------------
Name: Lee A. Dayton
Title: President
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
by: /s/ LEE A. DAYTON
---------------------------
Name: Lee A. Dayton
Title: Vice President, Corporate
Development and Real Estate
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Sequentially
Numbered Page
(a)(10) Press Release, dated
January 26, 1998
<PAGE>
For Release: IMMEDIATE
Contact: Jeff Cross, IBM
(914) 766-1265
[email protected]
Yvonne Donaldson, Tivoli Systems
(512) 436-8311
[email protected]
IBM ANNOUNCES COMPLETION OF SOFTWARE ARTISTRY TENDER OFFER
ARMONK, N.Y., January 26, 1998 . . . IBM today announced that it
successfully completed its tender offer to acquire the shares of Software
Artistry, Inc., at $24.50 per share. Over 94 percent of the approximately
6.9 million outstanding Software Artistry shares were tendered, and all
such shares were accepted for payment by IBM following expiration of the
tender offer on January 23.
# # #
*IBM is a registered trademark of International Business Machines
Corporation.
