SC 13D/A 1 bmc13da-052512.htm MAY 25, 2012 bmc13da-052512.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.1)*

BMC Software, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

055921100
(CUSIP Number)

Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 25, 2012
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(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
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
3,653,630
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
3,653,630
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,653,630
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.3%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(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
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
6,742,370
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
6,742,370
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
6,742,370
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.2%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
OO
   
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
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
6,742,370
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
6,742,370
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
6,742,370
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.2%
   
14.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 

 

This statement is filed with respect to the shares of the common stock, $0.001 par value (the "Common Stock"), of BMC Software, Inc.  (the "Issuer"), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA") (collectively, the "Reporting Persons") as of May 25, 2012 and amends and supplements the Schedule 13D filed on May 18, 2012 (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.

ITEM 3.Source and Amount of Funds or Other Consideration.


Elliott Working Capital
$147,016,663
 
Elliott International
Working Capital
$271,196,940
 



ITEM 5.Interest in Securities of the Issuer.
 
(a)           Elliott individually beneficially owns 3,653,630 shares of Common Stock, which constitute 2.3% of all of the outstanding shares of Common Stock.
Elliott owns 3,652,630 of its shares of Common Stock through The Liverpool Limited Partnership (“Liverpool”), a Bermuda limited partnership,
which is a wholly-owned subsidiary of Elliott.
 
Elliott International and EICA beneficially own an aggregate of 6,742,370 shares of Common Stock, which constitute 4.2% of all of the outstanding shares of Common Stock.
 
Collectively, Elliott, Elliott International and EICA beneficially own 10,396,000 shares of Common Stock constituting 6.5% of all of the outstanding shares of Common Stock.
 
(b)           Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.
 
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Elliott International.  Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
 
(c)           The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto
other than those previously disclosed on the Schedule 13D.

 
 
 

 

SIGNATURES
 
       After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  May 25, 2012

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President


ELLIOTT INTERNATIONAL, L.P.
By:Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President


ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President
 
 
 
 
 
 
 

 


SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days



The following transactions were effected by Elliott Associates, L.P. (through Liverpool) during the past sixty (60) days (other than those previously disclosed on the Schedule 13D):


Date
Security
Amount of Shs.
Bought (Sold)
Approx. price ($) per Share
(excl. commissions)
25-May-2012
Common Stock
24,257.000000
43.465000
25-May-2012
Common Stock
17,500.000000
43.330000
25-May-2012
Common Stock
1,750.000000
43.437100
24-May-2012
Common Stock
5,536.000000
42.630300
24-May-2012
Common Stock
8,750.000000
42.845900
24-May-2012
Common Stock
14,000.000000
43.099400
24-May-2012
Common Stock
8,750.000000
42.826500
24-May-2012
Common Stock
17,500.000000
42.864500
24-May-2012
Common Stock
14,001.000000
42.701300
23-May-2012
Common Stock
17,512.000000
42.771700
23-May-2012
Common Stock
8,750.000000
42.193400
23-May-2012
Common Stock
8,749.000000
42.235200
23-May-2012
Common Stock
8,750.000000
42.847400
23-May-2012
Common Stock
20,356.000000
43.382800
22-May-2012
Common Stock
17,499.000000
42.832900
22-May-2012
Common Stock
31,915.000000
42.773700
22-May-2012
Common Stock
17,500.000000
42.800000
22-May-2012
Common Stock
4,503.000000
42.640000
21-May-2012
Common Stock
10,500.000000
41.710100
21-May-2012
Common Stock
3,500.000000
41.974700
21-May-2012
Common Stock
38,500.000000
42.816500
21-May-2012
Common Stock
17,500.000000
42.692900
21-May-2012
Common Stock
17,501.000000
43.025700
18-May-2012
Common Stock
35,001.000000
41.857300
18-May-2012
Common Stock
175,000.000000
42.300000
18-May-2012
Common Stock
35,000.000000
41.967900


All of the above transactions were effected on the open market.





 
 

 



The following transactions were effected by Elliott International, L.P. during the past sixty (60) days (other than those previously disclosed on the Schedule 13D):


Date
Security
Amount of Shs.
Bought (Sold)
Approx. price ($) per Share
(excl. commissions)
25-May-2012
Common Stock
45,743.000000
43.465000
25-May-2012
Common Stock
32,500.000000
43.330000
25-May-2012
Common Stock
3,250.000000
43.437100
24-May-2012
Common Stock
10,280.000000
42.630300
24-May-2012
Common Stock
16,250.000000
42.845900
24-May-2012
Common Stock
26,000.000000
43.099400
24-May-2012
Common Stock
16,250.000000
42.826500
24-May-2012
Common Stock
32,500.000000
42.864500
24-May-2012
Common Stock
25,999.000000
42.701300
23-May-2012
Common Stock
32,521.000000
42.771700
23-May-2012
Common Stock
16,250.000000
42.193400
23-May-2012
Common Stock
16,251.000000
42.235200
23-May-2012
Common Stock
16,250.000000
42.847400
23-May-2012
Common Stock
37,828.000000
43.382800
22-May-2012
Common Stock
32,501.000000
42.832900
22-May-2012
Common Stock
17,185.000000
42.773700
22-May-2012
Common Stock
32,500.000000
42.800000
22-May-2012
Common Stock
8,364.000000
42.640000
21-May-2012
Common Stock
19,500.000000
41.710100
21-May-2012
Common Stock
6,500.000000
41.974700
21-May-2012
Common Stock
71,500.000000
42.816500
21-May-2012
Common Stock
32,500.000000
42.692900
21-May-2012
Common Stock
32,499.000000
43.025700
18-May-2012
Common Stock
64,999.000000
41.857300
18-May-2012
Common Stock
325,000.000000
42.300000


All of the above transactions were effected on the open market.