<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BGS Systems, Inc.
- --------------------------------------------------------------------------------
(Name of the Issuer)
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
55-44-2107
- --------------------------------------------------------------------------------
(CUSIP Number)
M. Brinkley Morse
c/o BMC Software, Inc.
2101 Citywest Blvd.
Houston, Texas 77042
713/918-8800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1998
- --------------------------------------------------------------------------------
(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 [ ].
<PAGE> 2
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BMC Software, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 3,358,258 (see Item 5(a))
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,358,258
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
EXPLANATORY NOTE:
As a result of executing the stockholder agreements dated as
of January 31, 1998, a form of which is filed herewith as Exhibit 1 and is
incorporated herein by reference (the "Stockholder Agreement") with BMC
Software, Inc. ("BMC"), Jeffrey P. Buzen, Harold S. Schwenk, Jr., Harold S.
Schwenk, III, Paula H. J. Schwenk, Barbara A. Schwenk, Pauline A. Schwenk, the
Schwenk Family Remainder Trust-1995, Judith N. Goldberg, the Judith Goldberg
Variations Trust, the Robert P. Goldberg Children's Trusts, the Robert P.
Goldberg Revocable Trust #2, the Robert P. Goldberg Generation Skipping Trust
and Smiley Partners, L.P. (holders of an aggregate of 3,358,258 shares of
common stock of the Issuer) (the "Stockholders") and BMC may be deemed, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), to have formed a "group."
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of Common Stock, $.10
par value per share (the "Shares") of BGS Systems, Inc., a Massachusetts
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is One First Avenue, Waltham, Massachusetts 02254-9111.
ITEM 2. IDENTITY AND BACKGROUND.
BMC is a Delaware corporation with its principal business offices
located at 2101 Citywest Blvd., Houston, TX 77042.
(d) and (e). During the last five years, BMC has not been (i)
convicted in a criminal proceeding or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Stockholder Agreements, BMC has been granted a proxy
by each of the Stockholders to vote in favor of the transactions contemplated
by the Merger Agreement (as defined below). Execution and delivery of the
Stockholder Agreements was a condition to the execution of the Merger
Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
On January 31, 1998, each of the Stockholders entered into a
Stockholder Agreement. Pursuant to the terms of the Stockholder Agreement,
each Stockholder has agreed to vote in favor of the Merger (as defined herein)
and the Merger Agreement and has agreed to appoint BMC as his attorney and
proxy for such purpose.
The purpose of the transactions under the Stockholder Agreement is to
enable BMC and the Issuer to consummate the transactions contemplated under the
Agreement and Plan of Reorganization (the "Merger Agreement") dated as of
January 31, 1998 by and among BMC, Ranger Acquisition Corp. ("Merger Sub") and
the Issuer. Pursuant to the terms of the Merger Agreement and the related
Agreement and Plan of Merger, Merger Sub will merge (the "Merger") with and
into the Issuer, and the Issuer will be the surviving corporation.
Except as otherwise set forth in the Merger Agreement and the
Stockholder Agreement, BMC has no present plans or proposals which relate to or
would result in (i) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Directors or management
of the Issuer; (v) any material change in the present capitalization or
dividend policy of the Issuer: (vi) any other material change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person; (viii) causing
the Shares to cease
<PAGE> 4
to be authorized to be quoted on the Nasdaq National Market; (ix) the Shares
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) any action similar to any of those actions set
forth in this Paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). BMC may be deemed to beneficially own 3,358,258 Shares
and has shared voting power with respect to such shares. Pursuant to the terms
of the Stockholder Agreement, each of the Stockholders has agreed to vote, at
any meeting of the Issuer's stockholders or any adjournment or postponement
thereof or pursuant to any consent in lieu of a meeting, in favor of the Merger
and the Merger Agreement. In addition, each of the Stockholders has agreed to
appoint BMC as its attorney and proxy for such purpose.
(c). No transactions in the Shares have been effected during the past
60 days by BMC.
(d). The right to receive dividends with respect to the Shares to
which this Schedule 13D relates, and the power to direct the receipt of
dividends from, or the proceeds of the sale of, such Shares held by each
Stockholder are held by such respective Stockholder.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Items 3 and 4 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Form of Stockholder Agreement (incorporated by reference to
Exhibit 99.1 of the Issuer's Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 3,
1998 (File No. 000- 12192)).
2. Agreement of Merger and Plan of Reorganization dated as of
January 31, 1998 by and among BMC, Ranger Acquisition Corp.
and the Issuer (incorporated by reference to Exhibit 2.1 of
the Issuer's Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 3, 1998 (File
No. 000- 12192)).
<PAGE> 5
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.
BMC SOFTWARE, INC.
By: /s/ M. BRINKLEY MORSE
-------------------------------
Name: M. Brinkley Morse
Title: Vice President
Date: February 9, 1998
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
