SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
Information Advantage, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class and Securities)
45669P101
(CUSIP Number)
Don J. McDermett, Jr., Esq.
Sterling Software, Inc.
300 Crescent Court
Suite 1200
Dallas, Texas 75201
Telephone: (214) 981-1000
Facsimile: (214) 981-1265
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Richard J. Grossman, Esq.
Skadden, Arps, Slate Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
August 31, 1999
(Date of Event which Requires Filing of This Statement)
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: ( )
_________________________
* This represents the final amendment.
This Amendment No. 3 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on July
21, 1999, as amended and supplemented by Amendment No. 1 filed on August 5,
1999 and Amendment No. 2 filed on August 18, 1999 (the "Schedule 13D") by
Sterling Software, Inc., a Delaware corporation ("Parent"), and Sterling
Software Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), relating to the tender offer by
Purchaser to purchase all of the outstanding shares of common stock, par
value $.01 per share (the "Common Stock" and, together with the associated
Preferred Stock Purchase Rights, the "Shares"), of Information Advantage,
Inc., a Delaware corporation (the "Company"), and subsequent merger (the
"Merger") of Purchaser with and into the Company upon the terms and subject
to the conditions set forth in the Agreement and Plan of Merger, dated as
of July 15, 1999, by and among Parent, Purchaser and the Company (the
"Merger Agreement").
In connection with the foregoing, Parent and Purchaser hereby amend
and supplement the Schedule 13D as follows:
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 4 and Items 5(a) - (c) are hereby amended and supplemented by the
addition of the following information:
On August 31, 1999, pursuant to the terms and conditions of the Merger
Agreement, Purchaser was merged with and into the Company such that the
Company became a wholly owned subsidiary of Parent. Each Share issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") (other than the Shares owned by the Company or any
subsidiary of the Company, or Shares held by dissenting stockholders who
properly exercise and perfect their appraisal rights under Section 262 of
the General Corporation Law of the State of Delaware) was, by virtue of the
Merger, converted into the right to receive $6.50 in cash. Each Share held
by the Company or any subsidiary of the Company immediately prior to the
Effective Time was, by virtue of the Merger, cancelled and retired and
ceased to exist. Each share of the common stock, par value $.01 per share,
of Purchaser was, by virtue of the Merger, converted into one share of the
common stock of the Company. Accordingly, Parent owns 1,000 shares of the
outstanding common stock of the Company, which is 100% of the outstanding
common stock thereof. In addition, the Shares will no longer be authorized
for quotation on the NASDAQ National Market after August 31, 1999, and a
Form 15 will be filed with the Securities and Exchange Commission on
September 1, 1999 in order to deregister the common stock of the Company
under the Securities Exchange Act of 1934, as amended.
SIGNATURE
After reasonable 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: August 31, 1999 STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
_________________________________
Name: Don J. McDermett, Jr.
Title: Senior Vice President and General
Counsel
STERLING SOFTWARE ACQUISITION CORP.
By: /s/ Don J. McDermett, Jr.
______________________________
Name: Don J. McDermett, Jr.
Title: Vice President
