-----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, AP3vF9Vy+RSXH1kBG2bs98DBx436hZSlMmtscrc4uENF8k5iQB/aRH7zQWUzjSXl P6BGAUxGi5r35VpUPIiIVw== 0000950172-99-001148.txt : 19990901 0000950172-99-001148.hdr.sgml : 19990901 ACCESSION NUMBER: 0000950172-99-001148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION ADVANTAGE INC CENTRAL INDEX KEY: 0001047118 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411718445 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52607 FILM NUMBER: 99703953 BUSINESS ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DR STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 BUSINESS PHONE: 6129333700 MAIL ADDRESS: STREET 1: 7905 GOLDEN TRIANGLE DRIVE STREET 2: STE 190 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-7227 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION ADVANTAGE SOFTWARE INC DATE OF NAME CHANGE: 19980729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 3 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. 3)* Information Advantage, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class and Securities) 45669P101 (CUSIP Number) Don J. McDermett, Jr., Esq. Sterling Software, Inc. 300 Crescent Court Suite 1200 Dallas, Texas 75201 Telephone: (214) 981-1000 Facsimile: (214) 981-1265 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Richard J. Grossman, Esq. Skadden, Arps, Slate Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 August 31, 1999 (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(b)(3) or (4), check the following box: ( ) _________________________ * This represents the final amendment. This Amendment No. 3 to Schedule 13D (which constitutes the Final Amendment) amends and supplements the Schedule 13D originally filed on July 21, 1999, as amended and supplemented by Amendment No. 1 filed on August 5, 1999 and Amendment No. 2 filed on August 18, 1999 (the "Schedule 13D") by Sterling Software, Inc., a Delaware corporation ("Parent"), and Sterling Software Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), relating to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Common Stock" and, together with the associated Preferred Stock Purchase Rights, the "Shares"), of Information Advantage, Inc., a Delaware corporation (the "Company"), and subsequent merger (the "Merger") of Purchaser with and into the Company upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of July 15, 1999, by and among Parent, Purchaser and the Company (the "Merger Agreement"). In connection with the foregoing, Parent and Purchaser hereby amend and supplement the Schedule 13D as follows: ITEM 4. PURPOSE OF TRANSACTION. ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 4 and Items 5(a) - (c) are hereby amended and supplemented by the addition of the following information: On August 31, 1999, pursuant to the terms and conditions of the Merger Agreement, Purchaser was merged with and into the Company such that the Company became a wholly owned subsidiary of Parent. Each Share issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than the Shares owned by the Company or any subsidiary of the Company, or Shares held by dissenting stockholders who properly exercise and perfect their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) was, by virtue of the Merger, converted into the right to receive $6.50 in cash. Each Share held by the Company or any subsidiary of the Company immediately prior to the Effective Time was, by virtue of the Merger, cancelled and retired and ceased to exist. Each share of the common stock, par value $.01 per share, of Purchaser was, by virtue of the Merger, converted into one share of the common stock of the Company. Accordingly, Parent owns 1,000 shares of the outstanding common stock of the Company, which is 100% of the outstanding common stock thereof. In addition, the Shares will no longer be authorized for quotation on the NASDAQ National Market after August 31, 1999, and a Form 15 will be filed with the Securities and Exchange Commission on September 1, 1999 in order to deregister the common stock of the Company under the Securities Exchange Act of 1934, as amended. SIGNATURE After reasonable 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: August 31, 1999 STERLING SOFTWARE, INC. By: /s/ Don J. McDermett, Jr. _________________________________ Name: Don J. McDermett, Jr. Title: Senior Vice President and General Counsel STERLING SOFTWARE ACQUISITION CORP. By: /s/ Don J. McDermett, Jr. ______________________________ Name: Don J. McDermett, Jr. Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----