0001013594-14-000209.txt : 20140219 0001013594-14-000209.hdr.sgml : 20140219 20140219083023 ACCESSION NUMBER: 0001013594-14-000209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140219 DATE AS OF CHANGE: 20140219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUWARE CORP CENTRAL INDEX KEY: 0000859014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382007430 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43191 FILM NUMBER: 14624009 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 FORMER COMPANY: FORMER CONFORMED NAME: COMPUWARE CORPORATION DATE OF NAME CHANGE: 19940506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 compuware13da-021914.htm FEBRUARY 19, 2014 compuware13da-021914.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.8)*

Compuware Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

205638109
(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)

February 14, 2014
(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
   
 
7,350,093
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
7,350,093
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
7,350,093
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
3.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


 
 
 



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
   
 
13,649,907
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
13,649,907
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
13,649,907
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
6.3%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


 
 
 



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
   
 
13,649,907
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
13,649,907
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
13,649,907
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
6.3%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


 
 
 

This statement is filed with respect to the shares of the common stock, $0.01 par value (the "Common Stock"), of Compuware Corporation (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 February 18, 2014, and amends and supplements the Schedule 13D filed on November 26, 2012, as previously amended (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        $70,503,529
 
Elliott International Working Capital$130,995,010

ITEM 5.Interest in Securities of the Issuer.

(a)Elliott individually beneficially owns 7,350,093 shares of Common Stock, which constitute 3.4% of all of the outstanding shares of Common Stock.  

Elliott International and EICA beneficially own an aggregate of 13,649,907 shares of Common Stock, which constitute 6.3% of all of the outstanding shares of Common Stock.  

Collectively, Elliott, Elliott International and EICA beneficially own 21,000,000 shares of Common Stock constituting 9.6% 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.    

(d)No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

(e)Not applicable.
 
 
 
 
 

ITEM 7.
Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)

Exhibit B – Letter to Board of Directors of the Issuer dated December 17, 2012 (previously filed)

Exhibit C – Letter to Board of Directors of the Issuer dated January 14, 2013 (previously filed)

Exhibit D – Confidentiality Agreement (previously filed)

Exhibit E - May 16, 2013 Letter Agreement (previously filed)

Exhibit F – July 12, 2013 Letter Agreement(previously filed)

Exhibit G –Agreement dated January 8, 2014 (previously filed)

Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days



 
 
 


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:  February 19, 2014
 
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. during the past sixty (60) days:

Date
Security
Shares Bought (Sold)
Price Per Share
       
14-Feb-2014
Common Stock
8,778
10.47
14-Feb-2014
Common Stock
15,334
10.54
14-Feb-2014
Common Stock
6,214
10.51
14-Feb-2014
Common Stock
17,150
10.48
13-Feb-2014
Common Stock
17,500
10.44
13-Feb-2014
Common Stock
28,525
10.35
12-Feb-2014
Common Stock
35,000
10.34
11-Feb-2014
Common Stock
26,250
10.30
11-Feb-2014
Common Stock
17,500
10.20
11-Feb-2014
Common Stock
12,880
10.24
11-Feb-2014
Common Stock
21,857
10.24
10-Feb-2014
Common Stock
15,015
10.05
07-Feb-2014
Common Stock
27,342
9.85
07-Feb-2014
Common Stock
35,000
10.00
07-Feb-2014
Common Stock
52,500
10.00
06-Feb-2014
Common Stock
17,500
9.88
06-Feb-2014
Common Stock
28,350
9.85
05-Feb-2014
Common Stock
14,000
9.80
05-Feb-2014
Common Stock
7,556
9.77
04-Feb-2014
Common Stock
35,000
9.84
04-Feb-2014
Common Stock
35,000
9.86
03-Feb-2014
Common Stock
15,344
9.92
31-Jan-2014
Common Stock
35,000
10.10
31-Jan-2014
Common Stock
3,649
10.08
31-Jan-2014
Common Stock
150,500
10.15
31-Jan-2014
Common Stock
23,008
9.97
28-Jan-2014
Common Stock
8,750
10.19
28-Jan-2014
Common Stock
8,750
10.18
28-Jan-2014
Common Stock
17,500
10.18
17-Jan-2014
Common Stock
8,750
10.75
14-Jan-2014
Common Stock
52,500
10.50
14-Jan-2014
Common Stock
17,5000
10.54

 
 
 
 
 

 
The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:

Date
Security
Shares Bought (Sold)
Price Per Share
       
14-Feb-2014
Common Stock
16,301
10.47
14-Feb-2014
Common Stock
28,476
10.54
14-Feb-2014
Common Stock
11,539
10.51
14-Feb-2014
Common Stock
17,150
10.48
13-Feb-2014
Common Stock
32,500
10.44
13-Feb-2014
Common Stock
52,975
10.35
12-Feb-2014
Common Stock
65,000
10.34
11-Feb-2014
Common Stock
23,920
10.24
11-Feb-2014
Common Stock
40,591
10.24
11-Feb-2014
Common Stock
48,750
10.30
11-Feb-2014
Common Stock
32,500
10.20
10-Feb-2014
Common Stock
27,885
10.05
07-Feb-2014
Common Stock
65,000
10.00
07-Feb-2014
Common Stock
97,500
10.00
07-Feb-2014
Common Stock
50,779
9.85
06-Feb-2014
Common Stock
32,500
9.88
06-Feb-2014
Common Stock
52,650
9.85
05-Feb-2014
Common Stock
26,000
9.80
05-Feb-2014
Common Stock
14,033
9.77
04-Feb-2014
Common Stock
65,000
9.86
04-Feb-2014
Common Stock
65,000
9.84
03-Feb-2014
Common Stock
28,495
9.92
31-Jan-2014
Common Stock
42,728
9.97
31-Jan-2014
Common Stock
65,000
10.10
31-Jan-2014
Common Stock
6,776
10.08
31-Jan-2014
Common Stock
279,500
10.15
28-Jan-2014
Common Stock
16,250
10.18
28-Jan-2014
Common Stock
16,250
10.19
28-Jan-2014
Common Stock
32,500
10.18
17-Jan-2014
Common Stock
16,250
10.75
14-Jan-2014
Common Stock
32,500
10.54
14-Jan-2014
Common Stock
97,500
10.50