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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _______)*
LOGILITY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
54140Y 10 3
(CUSIP Number)
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Telephone: 404/577-6000
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 1997+
----------------------------------------------------------
Date of Event which Requires Filing of this Statement
____________________
+ Reporting Persons' security beneficial ownership positions were unchanged on
this date and have not changed since this date. At the time their beneficial
ownership positions were acquired, the issuer had no class of equity
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934. On October 10, 1997, the issuer became a reporting company under the
Securities Exchange Act of 1934.
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [ X ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
______________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 54140Y 10 3
________________________________________________________________________________
(1) NAME OF REPORTING PERSON James C. Edenfield
S.S. OR I.R.S. IDENTIFICATION NO. Not Required
OF ABOVE PERSON
________________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________________
(4) SOURCE OF FUNDS
PF
________________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
(7) SOLE VOTING POWER
11,300,000
NUMBER OF ___________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ___________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 11,300,000
PERSON WITH ___________________________
(10) SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,300,000
________________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
________________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
81.7%
________________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
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CUSIP No. 54140Y 10 3
________________________________________________________________________________
(1) NAME OF REPORTING PERSON American Software, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 58-1098795
OF ABOVE PERSON
________________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________________
(4) SOURCE OF FUNDS
PF
________________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
________________________________________________________________________________
(7) SOLE VOTING POWER
11,300,000
NUMBER OF ________________________________________________________
SHARES (8) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 11,300,000
PERSON WITH ________________________________________________________
(10) SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,300,000
________________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
________________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
81.7%
________________________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
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Schedule 13D of James C. Edenfield and American Software, Inc. with respect to
the Common Stock of Logility, Inc. (the "Company").
ITEM 1 SECURITY AND ISSUER
Title of class of securities: Common Stock, no par value per share, of
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the Company ("Common Stock")
Name and Address of the principal executives officers of issuer:
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James C. Edenfield, Chairman of the Board
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
J. Michael Edenfield, Chief Executive Officer
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
James M. Modak, Chief Financial Officer
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
ITEM 2 IDENTITY AND BACKGROUND
The following persons are filing this statement as a group, as they
may be deemed to beneficially own their shares of Common Stock as a
group:
(a) Edenfield
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(i) Name: James C. Edenfield
(ii) Business Address: American Software, Inc.
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
(iii) Principal Occupation
or Employment: Chief Executive Officer of American
Software, Inc.
(iv) Criminal Convictions: None
(v) Special Civil Proceedings: None
(vi) Citizenship: United States of America
(b) American Software, Inc.
-----------------------
(i) Name: American Software, Inc.
(ii) State of Incorporation: Georgia
(iii) Principal Business: Computer software licensing and
services
(iv) Principal Business and
Office Address: 470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
(v) Criminal Convictions: None
(vi) Special Civil Proceedings: None
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Edenfield's beneficial ownership of Common Stock is based solely
upon his ownership of common stock of American Software common stock
("ASI Stock"). He acquired all of his ASI Stock in 1971 and paid an
aggregate of less than $250 for those shares, utilizing personal
funds.
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American Software, Inc. formed the Company as a wholly owned
subsidiary in 1996 and capitalized the Company, prior to its initial
public offering, by the transfer of certain corporate assets to the
Company. The approximate value of such assets at the time of such
public offering was $10,035,000. No portion of such funding was
derived from borrowing.
ITEM 4 PURPOSE OF TRANSACTION
American Software, Inc. acquired its Common Stock in capitalizing and
starting up the business of the Company. Mr. Edenfield's beneficial
ownership of Common Stock is derivative only, and he made no actual
purchase of Common Stock. None of these persons has any present plans
or proposals that relate to or would result in any of the results or
events described in subitems (i) through (j) of this Item.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) (i) Amount and Percentage Beneficially owned by Reporting Persons:
Number of Shares Percentage
Name Beneficially Owned of Class(1)
---- ------------------ ------------
James C. Edenfield 11,300,000 81.7%
American Software, Inc. 11,300,000 81.7%
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(1) Based on 13,830,000 shares of Common Stock outstanding.
(ii) Amount and Percentage Beneficially Owned by Group:
Mr. Edenfield and American Software, Inc. may be deemed to be
beneficial owners of the same shares of Common Stock: 11,300,000
shares, constituting 81.7% of the outstanding Common Stock.
(b) Number of shares as to which such person has:
(i) sole power to vote:
Name Shares
---- ------
James C. Edenfield 11,300,000
American Software, Inc. 11,300,000
Group 11,300,000
(ii) shared power to vote or to direct the vote:
Name Shares
---- ------
James C. Edenfield -0-
American Software, Inc. -0-
Group -0-
(iii) sole power to dispose or to direct the disposition of:
Name Shares
---- ------
James C. Edenfield 11,300,000
American Software, Inc. 11,300,000
Group 11,300,000
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(iv) shared power to dispose or to direct the disposition of:
Name Shares
---- ------
James C. Edenfield -0-
American Software, Inc. -0-
Group -0-
American Software Inc. holds of record and thereby beneficially owns, within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the foregoing
Common Shares. Mr. Edenfield owns 0.4% of the outstanding Class A Common Stock
and 53.6% of the outstanding Class B Common Stock of American Software Inc.
Under the Articles of Incorporation of American Software, Inc., the holders of
Class B Common Stock, as a class, have the right to elect a majority of the
board of directors of American Software, Inc. Accordingly, James C. Edenfield
may be deemed to have both voting power and dispositive power with respect to,
and thus beneficial ownership of, the Common Stock of the Company held by
American Software, Inc.
(c) Transactions in past 60 days:
None.
(d) Rights to receive or direct dividends or proceeds held by third parties:
None.
(e) Date ceased to be 5% beneficial owner:
Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
American Software, Inc. and the Company have entered into a Stock Option
Agreement pursuant to which American Software, Inc. has the right to
maintain at least an 80% ownership position in the Company's Common
Stock.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
The Stock Option Agreement between American Software, Inc. and the
Company, referenced in Item 6, is included as Exhibit 10.8 to the
Company's Registration Statement on Form S-1, Registration
No. 333-33385, and is hereby incorporated herein by this reference
thereto.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
February 9, 1998 /s/ James C. Edenfield
James C. Edenfield
AMERICAN SOFTWARE, INC.
February 9, 1998 By:/s/ James C. Edenfield
James C. Edenfield, President
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