-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KW1J2wus/eIhvgAu1/dJ6xs6vrexXNMVVu3H7tgy2tO3pFzNqV0uxundRa11yscy DTh/YJFW1Hios0bdHMnJ+g== 0000897423-06-000137.txt : 20061220 0000897423-06-000137.hdr.sgml : 20061220 20061220172232 ACCESSION NUMBER: 0000897423-06-000137 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061218 FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: I2 TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009304 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752294945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE 12 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4643571000 MAIL ADDRESS: STREET 1: ONE 12 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMALGAMATED GADGET LP CENTRAL INDEX KEY: 0001114634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28030 FILM NUMBER: 061290866 BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: . MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCEPTER HOLDINGS INC CENTRAL INDEX KEY: 0001167376 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28030 FILM NUMBER: 061290865 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYNOR GEOFFREY CENTRAL INDEX KEY: 0001199406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28030 FILM NUMBER: 061290864 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173329500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-12-18 0001009304 I2 TECHNOLOGIES INC ITWO 0001114634 AMALGAMATED GADGET LP 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001167376 SCEPTER HOLDINGS INC 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001199406 RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 Equity Swap (obligation to sell) 20.5738 2006-12-18 4 J 1 1 A 2006-12-18 2008-11-20 Common Stock 61300 1 D Equity Swap (obligation to sell) 20.7804 2006-12-19 4 J 1 1 A 2006-12-19 2008-11-20 Common Stock 84500 1 D Equity Swap (obligation to sell) 22.1543 2006-12-20 4 J 1 1 A 2006-12-20 2008-11-20 Common Stock 300000 1 D On December 18, 2006, December 19, 2006 and December 20, 2006, respectively, the reporting person entered into equity swap transactions with a securities broker under which, upon exercise, (i) the broker will be obligated to pay to the reporting person $1,261,173.94, $1,755,943.80 and $6,646,290.00, respectively, representing $20.5738, $20.7804 and $22.1543 per share, respectively, for each share of ITWO common stock that is the subject of the transactions, and (ii) the reporting person will be obligated to pay to the broker the market value of the 61,300, 84,500 and 300,000 shares of common stock, respectively. An amount equal to dividends declared and paid on such shares during the term of the transactions will be paid to the broker. All securities reported herein as being owned by Amalgamated Gadget, LP ("Amalgamated") were acquired by Amalgamated, for and on behalf of R2 Investments, LDC ("R2"), pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting and dispositive power of such securities and R2 has no beneficial ownership of such securities. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated, which is the holder of the securities reported herein. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any securities beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest. Brandon Teague, Director of Trading for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P. 2006-12-20 Brandon Teague, Director of Trading for Scepter Holdings, Inc. 2006-12-20 Geoffrey P. Raynor 2006-12-20 -----END PRIVACY-ENHANCED MESSAGE-----