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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
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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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. 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)
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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 ("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 Amendments No. 1 and 2, 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. 3.
Item 6. Interest in Securities of the Subject Company.
On January 27, 1998, IBM issued a press release, a copy of
which is attached hereto as Exhibit (a)(11) and is incorporated herein
by reference.
Item 10. Additional Information.
On January 27, 1998, IBM issued a press release, a copy of
which is attached hereto as Exhibit (a)(11) and is incorporated herein
by reference.
Item 11. Material to be filed as Exhibits.
(a)(11) Press Release, dated January 27, 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 28, 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)(11) Press Release, dated
January 27, 1998
Contact: Jeff Cross, IBM
(914) 766-1265
[email protected]
Yvonne Donaldson, Tivoli Systems
(512) 436-8311
[email protected]
IBM'S TIVOLI SYSTEMS ANNOUNCES COMPLETION
OF MERGER WITH SOFTWARE ARTISTRY
ARMONK, N.Y., January 27, 1998 . . . Tivoli Systems, a
subsidiary of IBM, today announced the completion of the merger with
Software Artistry, Inc., marking the conclusion of IBM's acquisition
of Software Artistry.
All outstanding share of Software Artistry not previously
purchased in IBM's tender offer were converted in the merger into the
right to receive the same $24.50 per share cash price paid in the
tender offer.
# # #
*IBM is a registered trademark of International Business Machines
Corporation. Tivoli is a trademark of Tivoli Systems, Inc., in the
U.S. and/or other countries. In Denmark, Tivoli is a trademark
licensed from Kjobenhavns Sommer-Tivoli A/S.
