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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(FINAL STATEMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEW DIMENSION SOFTWARE LTD.
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(Name of Issuer)
BMC SOFTWARE, INC.
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(Bidder)
Ordinary Shares, NIS 0.01 par value
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(Title of Class of Securities)
M74295102
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(CUSIP Number of Class of Securities)
M. Brinkley Morse
2101 CityWest Blvd.
Houston, Texas 77042-2827
(713) 918-8800
Senior Vice President
BMC Software, Inc.
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Bidders)
Copy to:
John S. Watson
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------- ----------------------
$693,504,157.50 $138,701
* For purposes of calculating the amount of the filing fee only. This amount
assumes the purchase of 12,258,898 outstanding ordinary shares, NIS 0.01 per
share (the "Shares"), of New Dimension Software Ltd., an Israeli corporation,
and of 950,705 Shares, which may be issued upon the exercise of outstanding
options to purchase such Shares, in each case, at a per Share purchase price of
$52.50. Such number of Shares represents all of the Shares outstanding as of
March 10, 1999, plus Shares which may be issued upon the exercise of outstanding
options.
** 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 BMC Software, Inc. for such number of
Shares.:
[X] Check box if any part of the fee is offset as provided by Rule0-11(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.
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Amount Previously Paid: $138,701 Form or Registration No.: Schedule 14D-1
Filing Party: BMC Software, Inc. Date Filed: March 11, 1999
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BMC Software, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(a) or 2(b)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,725,337
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
Shares*
[ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.2%
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10 TYPE OF REPORTING PERSON*
CO
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TENDER OFFER
This Amendment No. 1. to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 1. to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D originally filed on March 11, 1999
and March 17, 1999, respectively, by BMC Software, Inc., a Delaware corporation
("Purchaser"), relating to the tender offer by Purchaser to purchase all
outstanding ordinary shares, par value NIS 0.01 per share (the "Shares"), of New
Dimension Software Ltd., an Israeli corporation (the "Company"), at a purchase
price of $52.50 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated March 11, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 14D-1. Purchaser hereby amends and supplements the Schedule 14D-1
and Schedule 13D as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) and (b) of the Schedule 14D-1 are hereby amended and
supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
April 8, 1999. Based on information provided by the Depositary, BankBoston,
N.A., approximately 11,725,337 Shares were validly tendered and not withdrawn as
of the expiration of the Offer, including 232,420 Shares which were tendered
pursuant to guaranteed delivery procedures. On April 9, 1999, Purchaser accepted
for payment all tendered Shares at the Offer Price of $52.50 per Share. As a
result, Purchaser may be deemed to beneficially own 11,725,337 of the
outstanding Shares of the Company, or approximately 95.2% of the issued and
outstanding Shares.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
By executing the Letter of Transmittal, each tendering shareholder of
the Company has appointed designees of Purchaser as such shareholder's proxies
with respect to the tendered Shares. All such proxies became effective as of
Purchaser's acceptance of payment of the Shares tendered in response to the
Offer. Such proxies are irrevocable and coupled with an interest in the tendered
Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by incorporating by
reference therein the press release issued by Purchaser on April 9, 1999, a copy
of which is filed as Exhibit (a)(11) hereto.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release of Purchaser dated April 9, 1999.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 9, 1999
BMC SOFTWARE, INC.
By: /s/ M. Brinkley Morse
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Name: M. Brinkley Morse
Title: Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Description
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(a)(11) Text of Press Release of Purchaser dated April 9, 1999.
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Exhibit (a)(11)
BMC SOFTWARE TENDER OFFER FOR NEW DIMENSION SOFTWARE SUCCESSFUL WITH MORE THAN
95 PERCENT ACCEPTANCE
All Shares Tendered Accepted for Purchase
HOUSTON, TX -- (April 9, 1999) -- BMC Software,Inc. (Nasdaq: BMCS) announced
today that in excess of 95 percent of the shares of New Dimension Software Ltd.
(Nasdaq: DDDDF) common stock were tendered prior to the expiration of BMC
Software's previously announced tender offer for New Dimension Software. The
consummation of the tender offer for all of the issued and outstanding shares of
New Dimension Software at a price of $52.50 per share in cash expired, as
scheduled, at 12:00 midnight, New York City time, on Thursday, April 8, 1999.
All shares validly tendered and not properly withdrawn prior to the expiration
were accepted for payment.
BMC Software plans to acquire the remaining outstanding shares of New Dimension
Software shares pursuant to the compulsory acquisition procedures set out in
Section 236 of the Company's Ordinance of the State of Israel.
COMPANY BACKGROUNDS
BMC SOFTWARE
BMC Software is the world's leading provider of management solutions that ensure
the availability, performance, and recovery of companies' business-critical
applications. We call this application service assurance, and it means that the
applications you and your customers rely on most stay up and running, around the
clock. For more than 18 years, the world's largest companies have relied on BMC
Software. BMC Software is among the world's largest independent software
vendors, a Forbes 500 company and a member of the S&P 500, with revenues during
the previous 12 months of approximately $1.2 billion. The company is
headquartered in Houston, Texas, with offices worldwide. For more information,
visit our Web site at www.bmc.com, or please call 800-841-2031 or 713-918-8800.
NEW DIMENSION SOFTWARE
New Dimension Software is a premier developer of systems management software for
complex distributed systems. With the Company's tightly integrated family of
products, all aspects of enterprise production, output and security can be
effectively managed. By managing the flow of information between applications,
systems, end users and administrators, New Dimension Software products allow
organizations to achieve their business goals. Founded in 1983, the Company is
based in Tel Aviv, with its North American subsidiary's headquarters in Irvine,
California and regional offices throughout the United States, Canada, Mexico and
Australia. The Company's products are currently licensed to over 2,350 customers
in more than 40 countries.
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MEDIA RELATIONS CONTACTS: INVESTOR RELATIONS CONTACT:
BMC Software: BMC Software:
Dan D'Armond John Cox
(713) 918-2372 (713) 918-4291
dan_d'[email protected] [email protected]
Blanc & Otus: (For BMC Software)
Jim McManus
(617) 225-9990
[email protected]
