SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2 (FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION ADVANTAGE, INC.
(NAME OF SUBJECT COMPANY)
STERLING SOFTWARE ACQUISITION CORP.
STERLING SOFTWARE, INC.
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
45669P 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
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 ON BEHALF OF BIDDERS)
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
CALCULATION OF FILING FEE
===========================================================================
Transaction Valuation:* Amount of Filing Fee:**
$197,611,836.50 $39,522.37
===========================================================================
* Estimated for purpose of calculating the filing fee only. The
calculation assumes the purchase of 30,401,821 shares of common
stock, $.01 par value (including the associated Preferred Stock
Purchase Rights, the "Shares") (which represents 25,381,011
Shares outstanding, 4,765,810 Shares reserved for issuance upon
the exercise of options, 30,000 Shares reserved for issuance upon
the exercise of warrants, and 225,000 Shares issuable under the
Employee Stock Purchase Plan (the "ESPP") of Information
Advantage, Inc. (the "Company")), at a price per Share of $6.50
in cash. Such number of Shares represents all the Shares
outstanding as of July 15, 1999, and assumes the exercise of all
existing options and warrants to acquire Shares from the Company
and the issuance by the Company of 225,000 Shares under the ESPP.
** The amount of the filing fee, calculated in accordance with rule
0-11(d) of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate value of cash
offered by Sterling Software Acquisition Corp. for such number of
Shares.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $39,522.37 Filing Party: Sterling Software
Acquisition Corp. and
Sterling Software, Inc.
Form or Registration No.: Schedule 14D-1/13D Date Filed: July 21, 1999
===========================================================================
CUSIP No. 45669P 10 1
14D-1/13D
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sterling Software Acquisition Corp.
IRS ID No.: Applied for
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS*
AF
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES _____________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 24,288,270 (including 425,522 Shares subject
EACH to guarantee of delivery)
REPORTING _____________________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
_____________________________________________________
(10) SHARED DISPOSITIVE POWER
24,288,270 (including 425,522 Shares
subject to guarantee of delivery)
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,288,270 (including 425,522 Shares subject to guarantee
of delivery)
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
___________________________________________________________________________
CUSIP No. 45669P 10 1
14D-1/13D
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sterling Software, Inc.
IRS ID No.: 75-1873956
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS*
WC
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES _____________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 24,288,270 (including 425,522 Shares subject
EACH to guarantee of delivery)
REPORTING _____________________________________________________
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
_____________________________________________________
(10) SHARED DISPOSITIVE POWER
24,288,270 (including 425,522 Shares subject
to guarantee of delivery)
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,288,270 (including 425,522 Shares subject to guarantee
of delivery)
___________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
___________________________________________________________________________
Sterling Software, Inc., a Delaware corporation ("Parent"), and
Sterling Software Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Purchaser"), hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1, as amended ("Schedule
14D-1"), filed with the Securities and Exchange Commission (the
"Commission") on July 21, 1999, with respect to Purchaser's offer to
purchase all of the outstanding shares of common stock, par value $.01 per
share (including the associated Preferred Stock Purchase Rights, the
"Shares"), of Information Advantage, Inc., a Delaware corporation (the
"Company"), at a purchase price of $6.50 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 21, 1999 (the
"Offer") and (ii) their Statement on Schedule 13D, as amended, filed with
the Commission on July 21, 1999 (together with the Schedule 14D-1, the
"Schedule 14D-1/13D"). This Amendment No. 2 constitutes the final
amendment to the Schedule 14D-1.
Unless otherwise indicated herein, each capitalized term used but
not defined herein shall have the meaning ascribed to such term in the
Schedule 14D-1/13D or in the Offer to Purchase referred to therein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Schedule 14D-1/13D is
hereby amended and supplemented by the following:
The Offer expired at 12:00 midnight, New York City time, on
Tuesday, August 17, 1999. Based on information provided by the Depositary,
24,288,270 Shares or approximately 93.8% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including
425,522 Shares tendered by means of guaranteed delivery). Purchaser has
accepted for payment, and has notified the Depositary to promptly pay for
the validly tendered and accepted Shares, in accordance with the Offer. On
August 18, 1999, Parent issued a press release concerning the foregoing,
a copy of which is filed herewith as Exhibit (a)(11) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued by Parent on August 18, 1999
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 18, 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
INDEX TO EXHIBITS
EXHIBIT: DESCRIPTION:
------- -----------
(a)(11) Press Release, dated August 18, 1999, issued by Parent.
Exhibit (a)(11)
STERLING
SOFTWARE NEWS RELEASE
STERLING SOFTWARE SUCCESSFULLY COMPLETES TENDER OFFER
FOR INFORMATION ADVANTAGE
DALLAS, TX (August 18, 1999) -- Sterling Software, Inc. (SSW-NYSE)
today announced the completion of its cash tender offer to purchase all the
outstanding shares of common stock of Information Advantage, Inc.
(IACO-NASDAQ) at a price of $6.50 per share.
Sterling Software reported that a total of 24,288,270 shares of
Information Advantage common stock were tendered pursuant to the tender
offer (including 425,522 shares subject to guarantees of delivery), which
expired at 12:00 midnight, New York City time, on August 17, 1999, and that
all such shares have been accepted for payment. After giving effect to the
purchase of the shares tendered, Sterling Software beneficially owns
approximately 94 percent of the outstanding Information Advantage shares.
Questions and requests for assistance regarding the tender offer may be
directed to the Information Agent for the offer, Georgeson Shareholder
Communications Inc., at (800) 223-2064, or to the Dealer Manager for the
offer, Deutsche Banc Alex. Brown, at (800) 334-2640.
Sterling Software also announced today that it and Information
Advantage intend to effect a merger pursuant to which Information Advantage
will become a wholly owned subsidiary of Sterling Software, and all
remaining Information Advantage stockholders (other than Sterling Software)
will have the right to receive the same $6.50 per share in cash paid in the
tender offer. Sterling Software announced that it is targeting September
1, 1999 for completion of the merger transaction.
Sterling Software is a leading provider of software and services for
the application development, information management, systems management and
federal systems markets. The company is ranked among Business Week's 1998
"Info Tech 100" as one of the world's best performing information
technology companies. Headquartered in Dallas, Sterling Software has a
worldwide installed base of more than 20,000 customer sites and 3,700
employees in more than 90 offices worldwide. For more information on
Sterling Software, visit the company's Web site at www.sterling.com.
Contact:
Julie Kupp
VP, Investor Relations
Sterling Software, Inc.
(214) 981-1000
[email protected]
