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As filed with the Securities and Exchange Commission on January 2, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5*
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
DATALOGIX INTERNATIONAL INC.
(Name of Issuer)
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DATALOGIX INTERNATIONAL INC.
ORACLE CORPORATION
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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237923107
(CUSIP Number of Class of Securities)
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THOMAS THEODORES THOMAS THEODORES
VICE PRESIDENT, VICE PRESIDENT AND
CORPORATE LEGAL, SECRETARY SECRETARY
AND ACTING GENERAL COUNSEL DATALOGIX INTERNATIONAL INC.
ORACLE CORPORATION 100 SUMMIT LAKE DRIVE
500 ORACLE PARKWAY VALHALLA, NY 10595
REDWOOD CITY, CALIFORNIA 94065
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(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of Person(s) Filing Statement)
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COPIES TO:
DONALD M. KELLER, JR.
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A Tender Offer
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: [_]
*Constituting the final amendment to Schedule 13E-3
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This Rule 13e-3 Transaction Statement on Schedule 13E-3, originally filed with
the Securities and Exchange Commission on October 10, 1996, as amended by
Amendment Nos. 1-4, with respect to the merger (the "Merger") of Delphi
Acquisition Corporation, a Delaware corporation ("Acquisition Sub") and a wholly
owned subsidiary of Oracle Corporation, a Delaware corporation ("Oracle"), with
and into Datalogix International Inc., a New York corporation (the "Company"),
pursuant to the terms and conditions of the Agreement and Plan of Merger dated
as of September 24, 1996, among Acquisition Sub, Oracle and the Company (as
amended as of October 8, 1996, the "Merger Agreement"), a copy of which is
attached to this Schedule 13E-3 hereto as Exhibit (c)(1), is hereby amended and
supplemented as set forth in this Amendment No. 5.
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended to add the following information:
On January 1, 1997 (the "Effective Date"), the Merger became effective, the
separate corporate existence of Acquisition Sub ceased, and the Company
continues as the surviving corporation and wholly owned subsidiary of Oracle. As
of the Effective Date, each share of Common Stock, par value $.01 per share, of
the Company (together with the associated Preferred Share Purchase Right issued
pursuant to the Rights Agreement dated as of August 27, 1996 between the Company
and The First National Bank of Boston, as Rights Agent, as amended as of
September 24, 1996) (the "Shares") (other than Shares held by Oracle or any
subsidiary of Oracle, and Shares held by shareholders exercising appraisal
rights pursuant to Sections 623 and 910 of the New York Business Corporation
Law) were converted into the right to receive in cash $8.00 per Share, without
interest, upon the terms and conditions set forth in the Merger Agreement.
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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.
January 2, 1997 ORACLE CORPORATION
By: /s/ DAVID J. ROUX
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Name: David J. Roux
Title: Executive Vice President,
Corporate Development
January 2, 1997 DATALOGIX INTERNATIONAL INC.
By: /s/ DAVID J. ROUX
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Name: David J. Roux
Title: President and
Chief Financial Officer
