0001013594-12-000356.txt : 20120806 0001013594-12-000356.hdr.sgml : 20120806 20120806172052 ACCESSION NUMBER: 0001013594-12-000356 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120806 DATE AS OF CHANGE: 20120806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BMC SOFTWARE INC CENTRAL INDEX KEY: 0000835729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742126120 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40115 FILM NUMBER: 121010635 BUSINESS ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 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 bmc13da-080612.htm AUGUST 6, 2012 bmc13da-080612.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.3)*

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)

August 2, 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
   
 
4,316,530
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
4,316,530
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,316,530
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.7%
   
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
   
 
7,973,470
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
7,973,470
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
7,973,470
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.0%
   
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
   
 
7,973,470
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
7,973,470
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
7,973,470
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.0%
   
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 August 6, 2012 and amends and supplements the Schedule 13D filed on May 18, 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
$172,969,165
 
Elliott International
Working Capital
$319,394,401
 



ITEM 5.Interest in Securities of the Issuer.

(a)Elliott individually beneficially owns 4,316,530 shares of Common Stock, which constitute 2.7% of all of the outstanding shares of Common Stock.  Elliott owns 4,315,530 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 7,973,470 shares of Common Stock, which constitute 5.0% of all of the outstanding shares of Common Stock.  

Collectively, Elliott, Elliott International and EICA beneficially own 12,290,000 shares of Common Stock constituting 7.7% 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.    



 
 
 

  ITEM 7.
Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)

Exhibit B – May 15 Letter (previously filed)

Exhibit C – The Agreement (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:  August 6, 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 Shares
Bought (Sold)
Approx. price ($) per Share (excl. commissions)
 
06-Aug-2012
Common Stock
12,481.000000
39.932800
06-Aug-2012
Common Stock
9,450.000000
40.207100
06-Aug-2012
Common Stock
8,750.000000
40.435300
03-Aug-2012
Common Stock
17,500.000000
38.520000
03-Aug-2012
Common Stock
8,750.000000
39.196100
03-Aug-2012
Common Stock
8,750.000000
38.610900
02-Aug-2012
Common Stock
17,501.000000
37.422400
02-Aug-2012
Common Stock
35,000.000000
37.628200
02-Aug-2012
Common Stock
39,322.000000
37.642600
01-Aug-2012
Common Stock
17,274.000000
37.369100
01-Aug-2012
Common Stock
35,000.000000
36.950800
01-Aug-2012
Common Stock
45,500.000000
37.454500
01-Aug-2012
Common Stock
33,241.000000
37.664600
01-Aug-2012
Common Stock
8,762.000000
37.762800
01-Aug-2012
Common Stock
8,751.000000
37.668000
31-Jul-2012
Common Stock
5,460.000000
38.040600
27-Jul-2012
Common Stock
17,500.000000
39.398700
25-Jul-2012
Common Stock
8,750.000000
39.175100
24-Jul-2012
Common Stock
35,000.000000
38.755400
23-Jul-2012
Common Stock
350.000000
38.629000
23-Jul-2012
Common Stock
15,491.000000
38.861600
23-Jul-2012
Common Stock
8,755.000000
39.296000
17-Jul-2012
Common Stock
1,662.000000
39.030000
12-Jul-2012
Common Stock
14,350.000000
38.990000
10-Jul-2012
Common Stock
6,846.000000
39.922000
10-Jul-2012
Common Stock
7,000.000000
40.169700
10-Jul-2012
Common Stock
10,501.000000
39.955300
10-Jul-2012
Common Stock
8,750.000000
39.936000
10-Jul-2012
Common Stock
9,100.000000
39.700700
10-Jul-2012
Common Stock
350.000000
39.621000
09-Jul-2012
Common Stock
41,244.000000
40.136400
06-Jul-2012
Common Stock
101,500.000000
40.802000
05-Jul-2012
Common Stock
35,000.000000
40.878200
03-Jul-2012
Common Stock
3,710.000000
42.127800


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 Shares
Bought (Sold)
Approx. price ($) per Share (excl. commissions)
 
06-Aug-2012
Common Stock
23,171.000000
39.932800
06-Aug-2012
Common Stock
17,550.000000
40.207100
06-Aug-2012
Common Stock
16,250.000000
40.435300
03-Aug-2012
Common Stock
32,500.000000
38.520000
03-Aug-2012
Common Stock
16,250.000000
39.196100
03-Aug-2012
Common Stock
16,250.000000
38.610900
02-Aug-2012
Common Stock
32,499.000000
37.422400
02-Aug-2012
Common Stock
65,000.000000
37.628200
02-Aug-2012
Common Stock
73,026.000000
37.642600
01-Aug-2012
Common Stock
32,079.000000
37.369100
01-Aug-2012
Common Stock
65,000.000000
36.950800
01-Aug-2012
Common Stock
84,500.000000
37.454500
01-Aug-2012
Common Stock
61,759.000000
37.664600
01-Aug-2012
Common Stock
16,285.000000
37.762800
01-Aug-2012
Common Stock
16,249.000000
37.668000
31-Jul-2012
Common Stock
10,140.000000
38.040600
27-Jul-2012
Common Stock
32,500.000000
39.398700
25-Jul-2012
Common Stock
16,250.000000
39.175100
24-Jul-2012
Common Stock
65,000.000000
38.755400
23-Jul-2012
Common Stock
650.000000
38.629000
23-Jul-2012
Common Stock
28,761.000000
38.861600
23-Jul-2012
Common Stock
16,245.000000
39.296000
17-Jul-2012
Common Stock
3,086.000000
39.030000
12-Jul-2012
Common Stock
26,650.000000
38.990000
10-Jul-2012
Common Stock
12,713.000000
39.922000
10-Jul-2012
Common Stock
13,000.000000
40.169700
10-Jul-2012
Common Stock
19,499.000000
39.955300
10-Jul-2012
Common Stock
16,250.000000
39.936000
10-Jul-2012
Common Stock
16,900.000000
39.700700
10-Jul-2012
Common Stock
650.000000
39.621000
09-Jul-2012
Common Stock
76,597.000000
40.136400
06-Jul-2012
Common Stock
188,500.000000
40.802000
06-Jul-2012
Common Stock
65,000.000000
40.878200
05-Jul-2012
Common Stock
6,890.000000
42.127800
03-Jul-2012
Common Stock
32,501.000000
42.196500


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