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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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DATALOGIX INTERNATIONAL INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
237923107
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(CUSIP Number)
Thomas Theodores
Vice President, Corporate Legal, Secretary
and Acting General Counsel
Oracle Corporation
500 Oracle Parkway
Redwood city, California 94065
(415) 506-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 1, 1997
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(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 [_].
Check the following box if a fee is being paid with this statement [_]. (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.
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*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 the
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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This Amendment No. 2 amends and supplements the Schedule 13D relating to
the beneficial ownership by Oracle Corporation, a Delaware corporation
("Oracle") and Delphi Acquisition Corporation, a former Delaware corporation and
a former wholly owned subsidiary of Oracle ("Acquisition Sub"), of Common
Shares, $.01 par value (including the associated Preferred Share Purchase Rights
(the "Rights") issued pursuant to a Rights Agreement dated as of August 27, 1996
and amended as of September 24, 1996, between Datalogix International Inc., a
New York corporation (the "Company") and The First National Bank of Boston, the
"Shares"), of the Company.
ITEM 1. SECURITIES AND ISSUER
On January 1, 1997, in accordance with the Agreement and Plan of Merger,
dated September 24, 1996, as amended October 8, 1996 (the "Merger Agreement"),
by and among Oracle, the Company and Acquisition Sub, Acquisition Sub merged
with and into the Company, with the Company as the surviving corporation. As a
result, the Company is a wholly-owned subsidiary of Oracle. This constitutes the
final amendment to the Schedule 13D with respect to the Shares.
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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.
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
DELPHI ACQUISITION CORPORATION
By: /s/ DAVID J. ROUX
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Name: David J. Roux
Title: President and Chief Financial
Officer
