-----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, GOezpqhXsQ77cmV0nJ32KW5PzonIVlQ9ZFj4Qv2IeFgWlI/ZlpIARRcxoHqdOGWD U+rW3aU9ORYJ9KBIdpxq1Q== 0001125282-05-004238.txt : 20050811 0001125282-05-004238.hdr.sgml : 20050811 20050811150815 ACCESSION NUMBER: 0001125282-05-004238 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIEBEL SYSTEMS INC CENTRAL INDEX KEY: 0001006835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943187233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49575 FILM NUMBER: 051016720 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6504775000 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW D E & CO L P /NY/ CENTRAL INDEX KEY: 0001009268 IRS NUMBER: 133695715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 W 45TH ST STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 b408299_sc13g.txt SECHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Siebel Systems, Inc. -------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 826170102 --------- (CUSIP Number) August 1, 2005 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). CUSIP NO. 826170102 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.P. 13-3695715 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 27,894,517 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 27,898,217 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,898,217 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN CUSIP NO. 826170102 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 27,894,517 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 27,898,217 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,898,217 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ITEM 1. (A) NAME OF ISSUER: Siebel Systems, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2207 Bridgepointe Parkway San Mateo, CA 94404 ITEM 2. (A) NAME OF PERSON FILING: D. E. Shaw & Co., L.P. David E. Shaw (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036 (C) CITIZENSHIP: D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. (D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value (E) CUSIP NUMBER: 826170102 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP As of August 10, 2005: (a) Amount beneficially owned: D. E. Shaw & Co., L.P.: 27,898,217 shares This is composed of (i) 779,800 shares in the name of D. E. Shaw Investment Group, L.L.C., (ii) 30,000 shares that D. E. Shaw Investments, L.P. has the right to acquire through the exercise of listed call options, (iii) 11,218,390 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 270,000 shares that D. E. Shaw Valence, L.L.C. has the right to acquire through the exercise of listed call options, (v) 4,276,259 shares in the name of D. E. Shaw Meniscus Portfolios, L.L.C., (vi) 11,320,068 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (vii) 3,700 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw: 27,898,217 shares This is composed of (i) 779,800 shares in the name of D. E. Shaw Investment Group, L.L.C., (ii) 30,000 shares that D. E. Shaw Investments, L.P. has the right to acquire through the exercise of listed call options, (iii) 11,218,390 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 270,000 shares that D. E. Shaw Valence, L.L.C. has the right to acquire through the exercise of listed call options, (v) 4,276,259 shares in the name of D. E. Shaw Meniscus Portfolios, L.L.C., (vi) 11,320,068 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (vii) 3,700 shares under the management of D. E. Shaw Investment Management, L.L.C.
(b) Percent of class: D. E. Shaw & Co., L.P.: 5.4% David E. Shaw: 5.4% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: D. E. Shaw & Co., L.P.: -0- shares David E. Shaw: -0- shares (ii) Shared power to vote or to direct the vote: D. E. Shaw & Co., L.P.: 27,894,517 shares David E. Shaw: 27,894,517 shares (iii) Sole power to dispose or to direct the disposition of: D. E. Shaw & Co., L.P.: -0- shares David E. Shaw: -0- shares (iv) Shared power to dispose or to direct the disposition of: D. E. Shaw & Co., L.P.: 27,898,217 shares David E. Shaw: 27,898,217 shares David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Investment Group, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C., the general partner of D. E. Shaw Investments, L.P., the managing member of D. E. Shaw Valance, L.L.C. and D. E. Shaw Investment Management, L.L.C., and the investment adviser of D. E. Shaw Meniscus Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Meniscus Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 27,894,517 shares, and the shared power to dispose or direct the disposition of 27,898,217shares, the 27,898,217 shares as described above constituting 5.4% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 27,898,217 shares. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Julius Gaudio, is attached hereto. Dated: August 11, 2005 D. E. Shaw & Co., L.P. By: /s/Julius Gaudio -------------------- Julius Gaudio Managing Director David E. Shaw By: /s/ Julius Gaudio --------------------- Julius Gaudio Attorney-in-Fact for David E. Shaw EX-1 2 b408299ex_1.txt POWER OF ATTORNEY EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York EX-2 3 b408299ex_2.txt JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Siebel Systems, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 11th day of August, 2005. D. E. Shaw & Co., L.P. By: /s/ Julius Gaudio --------------------- Julius Gaudio Managing Director David E. Shaw By: /s/ Julius Gaudio --------------------- Julius Gaudio Attorney-in-Fact for David E. Shaw -----END PRIVACY-ENHANCED MESSAGE-----