SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 1)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

WEBMETHODS, INC.
(Name of subject company (Issuer))

SOFTWARE AG
SOFTWARE AG, INC.
WIZARD ACQUISITION, INC.
(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share	94768C108
(Title of class of securities)	(CUSIP number of class of securities)

Jochen Deuse
General Counsel
Software AG
Uhlandstrasse 12
64297 Darmstadt, Germany
San Jose, California 95134-1809
Telephone: (011) 49-6151-92-0

Copy to:
Peter Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$  519,670,874	$  15,954

(1)	Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares of common stock of webMethods, Inc. to be purchased pursuant to the tender offer at the tender offer price of $9.15 per share of common stock.
(2)	The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(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.

Amount Previously Paid:	$15,954	Filing Party:	Software AG, Software AG, Inc. and Wizard Acquisition, Inc.
Form of Registration No.:	Schedule TO	Date Filed:	April 18, 2007

oCheck the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x   third party tender offer subject to Rule 14d-1

o  issuer tender offer subject to Rule 13e-4

o  going private transaction subject to Rule 13e-3

x  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment”) is filed by Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Software AG, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Software AG USA”), and Wizard Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Software AG USA (the “Purchaser”). This Amendment relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of webMethods, Inc., a Delaware corporation (the “Company”), at $9.15 per Share, net to the seller in cash without interest, less any required withholding taxes upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).  Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 7.  Source and Amount of Funds or Other Consideration.

1.             Section 10 of the Offer to Purchase, entitled “Source and Amount of Funds,” is hereby amended and supplemented by adding the following paragraphs to the end thereof:

“The Potential Lender from whom Parent received the Commitment Letter referenced above is Commerzbank Aktiengesellschaft (“Commerzbank”).  On April 20, 2007, Parent received an additional commitment letter from Commerzbank (the “Additional Commitment Letter”) that increases the aggregate loan commitment to Parent from €325,000,000 to €335,000,000, indicates that the Acquisition Financing will be syndicated amongst Commerzbank, Helaba, HVB, Deutsche Bank, Sal. Oppenheim and IKB (the “Lenders”) in the respective amounts set forth therein and contains certain additional terms and conditions of the Acquisition Financing.  The Additional Commitment Letter provides that the Acquisition Financing will be unsecured (unless Parent elects to have one of its subsidiaries act as borrower, in which case the Acquisition Financing will be guaranteed by Parent), will mature in planned increments beginning December 31, 2007 and ending December 31, 2011, and will bear interest at a rate per annum equal to (i) the European Interbank Offered Rate (or the London Interbank Offered Rate, in the event that Parent elects to borrow the Acquisition Financing in U.S. dollars) plus a margin that will initially be equal to 0.65% (the “Initial Margin”) and that will subsequently range between 0.50% to 0.90% depending on the ratio of Parent’s net debt to its earnings before interest, taxes, depreciation and amortization (“EBITDA”).  The Additional Commitment Letter also provides that the Lenders will be entitled to a one-time participation commission of 0.20% of the amount borrowed, plus an annual commitment fee equal to 35% of the Initial Margin on the unused portion of the committed loan amount.  In addition, Commerzbank will be entitled to an arrangement fee of €300,000.  The Lenders’ commitment to fund the Acquisition Financing is subject to the condition that there be no substantial detrimental changes in the international capital markets or Parent’s economic or financial situation that would endanger the successful conclusion of the Acquisition Financing, as well as to the negotiation and execution of a loan agreement and certain other mutually acceptable loan documentation.  It is anticipated that the loan agreement will contain representations, warranties and covenants customary to agreements of this nature, including a covenant regarding the maintenance by Parent of a minimum ratio of net debt to EBITDA and covenants restricting guarantees and loans made by Parent’s subsidiaries, the incurrence of indebtedness by Parent’s subsidiaries, sales of assets and mergers and similar business combination transactions (other than the Merger).

A copy of the Additional Commitment Letter is filed as Exhibit (b)(1) to our Tender Offer Statement on Schedule TO.  Reference is made to such exhibit for a more complete description of the terms and conditions of the Acquisition Financing.”

2.             The subsection entitled “Antitrust in the United States” in Section 16 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” is hereby amended by adding the following sentence to the end of the final paragraph thereof:

“On April 27, 2007, the FTC granted early termination of the waiting period applicable to the Offer pursuant to the HSR Act.”

Exhibit Index

(a)(1)(i)	Offer to Purchase, dated April 18, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of Summary Advertisement as published on April 18, 2007 in The Wall Street Journal.*
(b)(1)	Additional commitment letter of Commerzbank Aktiengesellschaft, dated April 20, 2007.
(d)(1)	Agreement and Plan of Merger, dated April 4, 2007, among Parent, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(2)	Tender and Support Agreement, dated April 4, 2007, among Parent, the Purchaser, the Company and each shareholder party thereto (incorporated by reference to Exhibit 2.2 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(3)	Confidentiality Agreement, dated January 30, 2007, by and between Parent and the Company.*
(d)(4)	Amendment to Confidentiality Agreement, dated March 5, 2007, by and between Parent and the Company.*
(g)	None.
(h)	None.

*   Previously Filed.

SIGNATURE

After due 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.

Dated: April 30, 2007

SOFTWARE AG
By:	/s/ Jochen Deuse	/s/ Markus Lehnert
	Jochen Deuse	Markus Lehnert
	General Counsel	VP Mergers & Acquisitions

EXHIBIT INDEX

(a)(1)(i)	Offer to Purchase, dated April 18, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of Summary Advertisement as published on April 18, 2007 in The Wall Street Journal.*
(b)(1)	Additional commitment letter of Commerzbank Aktiengesellschaft, dated April 20, 2007.
(d)(1)	Agreement and Plan of Merger, dated April 4, 2007, among Parent, the Purchaser and the Company (incorporated by reference to Exhibit 2.1 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(2)	Tender and Support Agreement, dated April 4, 2007, among Parent, the Purchaser, the Company and each shareholder party thereto (incorporated by reference to Exhibit 2.2 to webMethods, Inc.’s Form 8-K filed on April 6, 2007).*
(d)(3)	Confidentiality Agreement, dated January 30, 2007, by and between Parent and the Company.*
(d)(4)	Amendment to Confidentiality Agreement, dated March 5, 2007, by and between Parent and the Company.*
(g)	None.
(h)	None.

*Previously Filed.

EX-99.(B)(1)

Exhibit (b)(1)

	COMMERZBANK CORPORATES & MARKETS
Personal & confidential
	Mainzer Landstrasse 153
Software AG	60327 Frankfurt am Main
Mr. Josef Ganter Head of Finance Mr. Bernd Jerschensky Head of Treasury Uhlandstrasse 12 64297 Darmstadt	Nicole.Kohlemeyer@Commerzbank.com Telephone:            +49 69 136 27213 Fax:                         +49 69 136 29556

Your reference	Our reference	Date
	N. Kohlmeyer	April 20, 2007

Binding offer for the arrangement of a syndicated credit facility of EUR 335,000,000 for Software AG

Dear Messrs. Ganter and Jerschensky:

Following the decision by the official bodies in our company, we are pleased to submit to you a fixed offer for the arrangement of a syndicated credit facility of EUR 335,000,000 for Software AG (“SAG”) on the basis of the terms and conditions agreed upon with you. As the mandated lead arranger and bookrunner, Commerzbank Aktiengesellschaft (“Commerzbank”) promises to assume a maximum share of EUR 70 million. The attached terms and conditions are a component of this letter.

Liability structure

As discussed with you, it is intended that SAG - or, electively, a subsidiary of SAG - function as the borrower under the loan. You informed us that it has not yet been definitively clarified with your internal tax department whether the borrower will be a corporation from the SAG Group domiciled in Switzerland, Austria, Germany or the U.S. For this reason, it is intended that SAG will initially act as the borrower and that the possibility will exist to switch the borrower on a one-time basis through 12/31/2007. If a corporation other than SAG is to function as the borrower, SAG will guarantee the borrower.

Syndication strategy

You informed us that an underwriting of the transaction is no longer necessary, since you have already conducted initial discussions with five additional banks (Helaba, HVB, Deutsche Bank, Sal. Oppenheim and IKB) concerning participation in the financing. The aforementioned banks are interested, in principle, in participation and are to be invited with the following commitments and participation commissions. You have communicated the tight time frame indicated below to the banks.

Bank	Amount of the commitment (in millions of EUR)	Participation commission (as a %, one-time based on the commitment)
Commerzbank	70	0.20
Helaba	65	0.20
HVB	65	0.20
Deutsche Bank	50	0.20
Sal. Oppenheim	45	0.20
IKB	40	0.20
Total	335

COMMERZBANK Aktiengesellschaft • Bank domicile: Frankfurt/Main (HRB 32000)

Chairman of the Supervisory Board: Martin Kohlhaussen

Management Board: Klaus-Peter Müller, Spokesman

Martin Blessing, Wolfgang Hartmann, Dr. Achim Kassow,

Bernd Knobloch, Klaus M. Paüg, Michael Reuther,

Dr. Eric Strutz, Nicholas R. Teller

Time frame

Your offer to acquire webMethode Inc. expires on May 15, 2007. The syndicated loan must be ready for disbursement by May 16, 2007. We hereby present the following schedule to you in order to stay within the tight time frame:

4/20:0	-       Signing of the mandate letter, along with term sheet
	-       Hiring of Linklaters as bank attorney (already done)
4/25:	-       First draft contract is sent to Commerzbank
4/30:	-       Draft loan contract is sent to SAG
5/2:	-       SAG’s comments on the loan contract are sent to Commerzbank
5/3:	-       Contractual negotiations between SAG and Commerzbank (Linklaters is currently still reviewing deadline compliance on its own part)
5/7:	-       Contract is sent to the banks
5/9:	-       Receipt of the banks’ comments on the contract
5/11:	-       Signing

Time frame

We have obtained a cost estimate from Linklaters with respect to the costs for the creation of the contractual documentation. We have forwarded Linklaters’ cost estimate dated 4/19/2007 to you and, as agreed, hired the attorney on this basis.

Miscellaneous

This offer is valid through April 27, 2007. A mandate is formally issued when you sign the attached terms and conditions in a legally valid manner and return them to us. If mandating takes place, the offer will remain valid on the condition that the contract is signed by May 11, 2007.

If Commerzbank is mandated, but the transaction is not concluded, SAG shall pay the costs incurred until the end of the negotiations in this preparatory phase.

This letter is intended for SAG personally and is subject to the reservation of confidential treatment of the information contained therein.

Mr. Herbert Tracht (Large Customer Center Mitte, tel. 069 136 24740), Ms. Nicola Kohlmeyer and Ms. Kristina Laubrecht (Debt Capital Markets, Origination, tel. 069 136 27213/29815) will be available to answer any questions you might have.

Sincerely yours,

C O M M E R Z B A N K

Aktiengesellschaft

/s/ Kristina Laubrecht	/s/ Nicola Kohlmeyer
Kristina Laubrecht	Nicola Kohlmeyer
(DCM Origination)	(DCM Origination)

Enclosure

We hereby declare that we are in agreement with all parts of the content of this letter and the attached terms and conditions.

DARMSTADT, 4/20/2007	/s/ Karl-Heinz Streibich	/s/ Arnd Zinnhardt
(Place/Date)	(Signature of Software AG)

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COMMERZBANK

CORPORATES & MARKETS

Software AG

Summary of the terms and conditions for an amortizing loan

in the amount of EUR 335,000,000

Borrower:	Electively Software AG, Darmstadt (“SAG”) or a subsidiary corporation of SAG. Borrower status can be transferred on a one-time basis to a subsidiary corporation in the SAG Group through 12/31/2007.
Guarantor:	SAG, if a subsidiary corporation acts as borrower.
SAG Group:	SAG and its subsidiary corporations.
Mandated Lead Arranger/ Bookrunner:	Commerzbank Aktiengesellschaft
Lender:	A bank consortium consisting of the Mandated Lead Arranger and additional lenders selected in coordination with the company (Club Deal).
Administrative office:	Commerzbank International S.A., Luxembourg
Loan purpose:	Financing of the purchase price for the acquisition of up to 100% of the shares of webMethods Inc., Fairfax, USA (“Target”), plus transaction costs.
Loan amount:	EUR 335,000,000
Currencies:	At the borrower’s discretion, utilizations can be carried out in EUR or in USD as an alternative currency. It is a prerequisite that the alternative currency be freely available to the lender on the market.
Availability period:	If all disbursement prerequisites are satisfied, the loan can be utilized through 12/31/2007 upon notice of three banking business days by written declaration to the administrative office. For EUR 320,000,000, a total of not more than five utilizations may be carried out with a minimum amount of EUR 50,000.000 each, in round multiples of EUR 10,000,000 (or the corresponding amount in the alternative currency). In addition, one drawing of the residual amount of EUR 15,000,000 may be undertaken. Amounts that have not been utilized at the end of the availability period shall no longer be available for utilizations.
Collateral:	Guaranty by SAG, Darmstadt, if a subsidiary corporation acts as borrower.
Term:	Through 12/31/2011.
Principal repayment/Due dates:	In accordance with the following principal repayment plan:

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Date	Amount in millions of EUR
12/31/2007	100.00
12/31/2008	60.00
12/31/2009	60.00
12/31/2010	60.00
12/31/2011	55.00
Total	335.00

Early principal repayment:	Within the limits of the restriction below, early voluntary principal repayments are possible at any time at the end of an interest period without compensation of financing damage and without a prepayment penalty. Early voluntary principal repayments are possible in minimum amounts of EUR 10,000,000 and round multiples of EUR 5,000,000 with a notice period of five banking business days by means of written communication to the administrative office. Voluntary early principal repayments shall be credited to the next due mandatory principal payment. The respective mandatory principal payments shall be reduced by that amount.
Interest rate:	The interest rate is determined from the sum of the reference interest rate and the margin. The reference interest rate for EUR is the European Interbank Offered Rate (“EURIBOR”), and the reference interest rate for the alternative currency is the London Interbank Offered Rate (“LIBOR”), for deposits for the respective interest period in the respective currency and shall be determined by the administrative office on the basis of the publications on the relevant Telerate or Reuters screen page at approximately 11:00 a.m. Brussels time (for EURIBOR) or London time (for LIBOR), in each case two banking business days prior to the beginning of the interest period. The interest shall in each case be payable at the end of the interest period, but within no later than six months. The interest periods may not exceed the principal repayment dates.
Margin:	Initial margin through 12/31/2007: 0.65% p.a.
	Effective from the submission of the consolidated financial statements of SAG for the period ended 12/31/2007 and the calculation concerning compliance with the financial ratio to the agent, the margin shall be based on the ratio of net debt to EBITDA. The margin adjustment shall be carried out five business days after submission of the calculation concerning compliance with the financial ratio to the agent.

Net Debt/EBITDA	Margin in % p.a.
> 2.50	0.90
>2.00 to 2,50	0.70
>1.50 to 2.00	0.60
< 1.50	0.50

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	Net Debt/EBITDA shall be tested quarterly on the basis of rolling 12-month periods, for the first time 12/31/2007.
	The applicable margin shall increase by 100% p.a. in the event of a breach of contract or if a ground for termination is present.
	Definitions:
	Net Debt:	= accounts payable to credit institutions
		+ bonds, promissory note loans
		+ accounts payable arising from financial lease
		contracts
		+ obligations arising from the sale of accounts
		receivable, to the extent that they are sold with
		recourse against the SAG Group
		+ other interest-bear accounts payable
		- liquid assets
	EBITDA	= group annual surplus
		+ income taxes
		+/- extraordinary expenditures / revenues
		+ interest and similar expenditures
		- interest and similar revenues
		+ depreciation on fixed assets, goodwill and other
		intangible assets
Interest periods:	1, 2, 3, 6 or 12 months at the borrower’s discretion.
	The maximum number of utilizations with an interest period of one month shall be four in one year, calculated from the date of the signing of the contract.
One-time commission:	Arrangement commission EUR 300,000, one-time
	0.20% one-time, calculated on the loan amount as a participation commission.
	The one-time commissions shall be payable to the administrative office in EUR as follows:
	20% of the arrangement commission after the signing of the mandate letter.
	The residual amount of the one-time commission shall be payable at the time of the first utilization, but not later than five days after the signing of the contract.
Commitment fee:	No commitment fee up to six weeks after the signing of the loan contract; thereafter, 35% of the initial margin, payable quarterly in EUR in arrears on the unutilized loan amount.

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Administrative fee:	The administrative fee is EUR 5,000 (plus value-added tax) p.a. and shall be payable at the time of the first utilization, but not later than five days after the signing of the contract.
Calculation:	All amounts that are calculated pro rata temporis shall be calculated on the basis of the actually elapsed days divided by 360.
Cost reimbursement:	The borrower shall reimburse the mandated lead arranger for all reasonable costs, including, but not limited to, fees of legal consultants, travel and telecommunications costs (including value-added tax) that are incurred in connection with the negotiation and the completion of the financing.
Bank supervisory and minimum reserve costs:	The borrower must reimburse the lender for the increase of the costs of compliance with minimum reserve obligations imposed by the European Central Bank.
Taxes:	All payments by the lender under the financing must be made on a net basis without any deduction or withholding of present or future taxes, levies, fees or similar charges of any kind. If amounts are withheld or deducted, the borrower shall pay the additional amounts that are necessary in order that the lender receives the amounts it would have received in absence of such deduction or withholding.
Documentation:	The financing shall be subject to the reservation of negotiation, preparation and signing of documentation that is satisfactory to all of the parties. It shall contain the generally typical provisions for comparable Euro loans according to the LMA standard for borrowers with investment grade, including: ·disbursement prerequisites (including proof of use of the loan proceeds for the purchase of the Target and additional pertinent documents relating to the purchase), ·assurances and guarantees, ·equal ranking clause with respect to physical collateral, pari passu, negative pledge, ·no grant of guaranties by subsidiary companies with the exception of guaranties granted in the ordinary course of business, ·no grant of loans by subsidiary companies to third parties with the exception of loans to employees in the maximum amount of EUR 5 million. The grant of loans within the SAG Group is permissible, ·restrictions with respect to the sale of assets (subject to permitted sales), ·retention of the business purpose, ·compliance with the financial ratio,

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	·furnishing of information concerning the economic and financial situation, ·furnishing of information concerning acquisitions with acquisition volume of EUR 100 million and higher 10 banking business days after the completion of the respective acquisition (information concerning the purchased company, the type of financing and the presentation and development of the financial ratio of the SAG Group post-acquisition), ·limitation of merger, division and spin-off, ·restriction of indebtedness at the subsidiary level to third parties in the maximum amount of EUR 100,000,000. ·Grounds for termination, among other things: payment delinquency (subject to waiting period in the case of technical causes), breach of other provisions of the loan contract, “cross default,” liquidation, bankruptcy, takeover of control (acquisition of more than 50% of the voting rights) of the borrower or the guarantor by one or more jointly acting persons, substantial negative changes.
Permitted sales:	·On an ongoing basis 50% of the trade receivables may be sold. If more than 50% of the trade receivables are sold, the proceeds that exceed the share of 50% must be used to repay the loan.
	·In addition, 10% of other assets (sum of assets, minus trade payables, intangible assets and liquid assets) can be sold per year.
Financial ratio:	Debt-equity ratio Net Debt / EBITDA of a max. of 2.75x.
	The financial ratio must be tested on the basis of the consolidated figures of SAG on a 12-month rolling basis at the end of each quarter, but for the first time 12/31/2007.
Miscellaneous:	The documentation contains typical provisions concerning default interest, non-availability of refinancing, prepayment penalty, cost reimbursement and offset.
Transferability:	The lenders shall be entitled to transfer rights and duties in whole or in part (in minimum amounts of EUR 10,000,000 in the latter case) to other banks, financial institutions or Securitization Vehicle with the consent of the borrower, which may not be refused without a legal ground. Transfer among the lenders or within the group of companies of a lender following prior notification of the borrower within 10 business days or after the occurrence of a ground for termination or a pledge to a central bank shall not require the borrower’s consent.

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Applicable law:	The contracts shall be governed by German law.
Contractual language:	English
Place of judicial venue:	Frankfurt am Main
Detrimental changes:	The validity of this offer shall be tied to the condition that no substantial detrimental changes in the international capital market or the borrower’s economic or financial situation arise up to the time of the signing of the contract that would, in the view of the arranger, endanger the successful conclusion of the transaction.

Frankfurt am Main, April 20, 2007

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