sc13da.htm

0000950157-08-001022.txt : 20081218 0000950157-08-001022.hdr.sgml : 20081218 20081218164210 ACCESSION NUMBER: 0000950157-08-001022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081218 DATE AS OF CHANGE: 20081218 GROUP MEMBERS: CITLOI S.A.S. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILOG SA CENTRAL INDEX KEY: 0001031140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53265 FILM NUMBER: 081257736 BUSINESS ADDRESS: STREET 1: 9 RUE DE VERDUN CITY: 94253 GENTILLY FRANC STATE: I0 BUSINESS PHONE: 0113314908 MAIL ADDRESS: STREET 1: 9 RUE DE VERDUN STREET 2: 94253 GENTILLY FRANCE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BUSINESS MACHINES CORP CENTRAL INDEX KEY: 0000051143 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 130871985 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 NEW ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9144991900 MAIL ADDRESS: STREET 1: 1 NEW ORCHARD RD CITY: ARMONK STATE: NY ZIP: 10504 SC 13D/A 1 sc13da.htm AMENDMENT NO. 1 sc13da.htm

UNITED STATES

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. 1)

ILOG S.A.

(Name of Issuer)

Ordinary Shares, Nominal Value €1.00 Per Ordinary Share and

American Depositary Shares (Each Representing One Ordinary Share)

(Title of Class of Securities)

FR0004042364

452360100

(CUSIP Number)

Andrew Bonzani, Esq.	Copy to:
Vice President, Assistant General Counsel and Secretary	George A. Stephanakis, Esq.
International Business Machines Corporation	Cravath, Swaine & Moore LLP
Armonk, New York 10504	CityPoint, One Ropemaker Street
(914) 499-1900	London, EC2Y 9HR, England
	011 44 207 453 1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2008

(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 that 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 U.S. Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP Nos.

FR0004042364 (Ordinary Shares); 452360100 (American Depositary Shares)

1	NAMES OF REPORTING PERSONS* CITLOI S.A.S.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	FRANCE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			20,832,810 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,832,810 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,832,810 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.87%*
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

* The calculation of the percentage is based on 21,506,851 ordinary shares of ILOG S.A. (including ordinary shares represented by American depositary shares) issued and outstanding as of December 15, 2008, plus 254,000 ordinary shares that would be received upon exercise of the warrants held by CITLOI S.A.S.

CUSIP Nos.

FR0004042364 (Ordinary Shares); 452360100 (American Depositary Shares)

1	NAMES OF REPORTING PERSONS* INTERNATIONAL BUSINESS MACHINES CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			20,832,810 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,832,810 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,832,810 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.87%*
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the ordinary shares, nominal value €1.00 per ordinary share (“Shares”), of ILOG S.A., a société anonyme organized under the laws of the Republic of France (“ILOG”), as well as American depositary shares (“ADSs”) of ILOG, each representing one Share, and the outstanding warrants to acquire Shares issued by ILOG (“Warrants”). The principal executive offices of ILOG are located at 9, rue de Verdun in Gentilly, Paris, France and 1195 West Fremont Avenue, Sunnyvale, California. This Amendment is being filed by International Business Machines Corporation, a New York corporation (“IBM”), and its indirect wholly-owned subsidiary, CITLOI S.A.S., a société par actions simplifiée organized under the laws of the Republic of France, to amend their disclosure under Section 13(d) of the Exchange Act, which, in accordance with Instruction H of the General Instructions to Schedule TO, constituted part of their Schedule TO, initially filed on October 14, 2008, as amended, including Amendment No. 6 (the final amendment) filed on December 18, 2008 (the “Schedule TO”).

ITEM 4. PURPOSE OF TRANSACTION

On December 18, 2008 the French Autorité des marchés financiers (“AMF”) announced the definitive results of the tender offers in France and in the United States (the “Offers”) previously described in the Schedule TO, including the results of the subsequent offering periods in both Offers. On December 18, 2008, IBM issued a press release announcing these results, a copy of which is filed as Exhibit 1 to this Amendment and incorporated herein by reference in its entirety. CITLOI S.A.S. now holds (i) 20,578,810 Shares, representing 96.83% of the 21,252,851 Shares currently outstanding, including Shares represented by ADSs, and (ii) all 254,000 of the Warrants that were the subject of the Offers.

As the securities not tendered into the Offers represent less than 5% of the voting rights and the share capital of ILOG, IBM requested the implementation of a squeeze-out of the Shares held by minority shareholders. The French Autorité des marchés financiers is expected to announce the date of the implementation of the squeeze-out on December 19, 2008. The trading of Shares will be suspended as of December 19, 2008, and Shares will be delisted from Euronext upon the implementation of the squeeze-out. In addition, as of December 19, 2008, ADSs will be placed on a trading halt. The quotation of ADSs on the NASDAQ Global Select Market will be terminated upon the implementation of the squeeze-out or shortly thereafter. ILOG will terminate the registration of its Shares and ADSs under the Exchange Act when it becomes eligible to do so. On the date of the implementation of the squeeze-out, all remaining minority interests will cease to have an equity interest in ILOG. As a result, CITLOI S.A.S. will own 100% of the voting rights and the share capital of ILOG at the effective date of the squeeze-out.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) As described above, CITLOI S.A.S. currently holds 20,578,810 Shares (including Shares represented by ADSs) and, in accordance with Rule 13d-1 under the Exchange Act, is deemed to beneficially own the 254,000 Shares that would be received upon exercise of the Warrants it holds. IBM, by virtue of its ownership and control of CITLOI S.A.S., shares beneficial ownership of these Shares. Thus, CITLOI S.A.S. and IBM currently beneficially own an aggregate of 20,832,810 Shares, representing 96.87% of the Shares currently outstanding (after giving effect to the deemed exercise of the Warrants, representing 254,000 Shares, held by CITLOI S.A.S.).

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit No.		Description
99.1		Press Release issued by IBM on December 18, 2008
A		Joint Filing Statement

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.

	Citloi S.A.S.
	By	/s/ Gregory C. Bomberger
		Name: Gregory C. Bomberger
		Title: Authorized Signatory
		Date: December 18, 2008
	International Business Machines Corporation
	By	/s/ Andrew Bonzani
		Name: Andrew Bonzani
		Title: Vice President, Assistant General Counsel and Secretary
		Date: December 18, 2008

EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm

Exhibit 99.1

IBM Announces Definitive Results of Tender Offers for ILOG

Following Expiration of the Subsequent Offering Period

ARMONK, NY -- December 18, 2008: IBM (NYSE: IBM) today announced that the French Autorité des marchés financiers (AMF) published the definitive results of IBM’s tender offers in France and the United States for ILOG (NASDAQ: ILOG, PARIS: ILO) following the expiration of the subsequent offering period. These results indicate that, as of the expiration of the subsequent offering period on December 15, 2008, in aggregate an additional 913,865 ordinary shares (including ordinary shares represented by ADSs) had been tendered into the tender offers.

When combined with the 19,664,945 ordinary shares (including ordinary shares represented by ADSs) tendered into the tender offers during the initial offering period that expired on November 24, 2008, these results indicate that IBM will hold 20,578,810 ordinary shares, representing 96.83 percent of the voting rights and the share capital of ILOG, on an issued and outstanding basis as of December 15, 2008.

Accordingly, IBM will accept all the ordinary shares and ADSs tendered during the subsequent offering period and expects that the settlement of the tender offers and the payment of the cash consideration in respect of the tendered ordinary shares will occur on December 24, 2008.

As the securities not tendered into the tender offers represent less than 5 percent of the voting rights and the share capital of ILOG, IBM requested today the implementation of a squeeze-out of the ordinary shares held by minority shareholders. The AMF is expected to announce the date of the implementation of the squeeze-out on December 19, 2008. The trading of the ordinary shares will be suspended as of December 19, 2008, and the ordinary shares will be delisted from Euronext upon the implementation of the squeeze-out.

As of December 19, 2008, ADSs will be placed on a trading halt. The quotation of ADSs on the NASDAQ Global Select Market will be terminated upon the implementation of the squeeze-out or shortly thereafter. ILOG will terminate the registration of its ordinary shares and ADSs under the U.S. Securities Exchange Act of 1934, as amended, when it becomes eligible to do so.

ABOUT IBM

For more information on IBM visit: http://www.ibm.com/soa

Contact information:

Chris Rubsamen

IBM Media Relations

(914) 766-1803

rubsamen@us.ibm.com

Forward-looking Statements

The French Offer and the U.S. Offer (the “Offers”) are not being made nor will any tender of securities be accepted from or on behalf of holders in any jurisdiction in which the making of the Offers or the acceptance of any tender of securities therein would not be made in compliance with laws of such jurisdiction.

This press release contains forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties including with respect to the factors that may affect the completion of the acquisition. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “intends”, “estimates”, “projects”, “forecasts”, “seeks”, “could”, “should”, or the negative of such terms, and other variations on such terms or comparable terminology.

Forward-looking statements include, but are not limited to, statements about the expected future business of ILOG S.A. resulting from and following the Offers and the successful completion of the transaction. These statements reflect IBM’s, CITLOI S.A.S.’s and ILOG S.A.’s managements’ current expectations, based upon information currently available to them and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and IBM, CITLOI S.A.S. and ILOG S.A. shall be under no obligation to (and expressly disclaim any such obligation to) update or alter such forward-looking statements whether as a result of a new information, future events or otherwise, except to the extent legally required.

Additional Information

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of ILOG S.A. The terms and conditions of the U.S. Offer are set forth in the U.S. Offer to Purchase dated October 14, 2008 and the related documentation, as amended, that IBM and its subsidiary, CITLOI S.A.S., filed with the U.S. Securities and Exchange Commission (the “Commission”) on Schedule TO and the solicitation/recommendation statement on Schedule 14D-9, as amended, that ILOG S.A. filed with the Commission. The terms and conditions of the French Offer are set forth in the Note d’Information, as amended, that IBM and its subsidiary, CITLOI S.A.S., filed with the French Autorité des marchés financiers (the “AMF”) and the Note d’Information en Réponse, as amended, that ILOG S.A. filed with the AMF. The AMF granted its visa on the Note d’Information and the Note d’Information en Réponse on September 12, 2008. CITLOI S.A.S. and ILOG S.A. have also made publicly available documents supplementing the Note d’Information and the Note d’ Information en Réponse, respectively, which provide additional legal, financial and accounting information on these entities.

ILOG securityholders and other investors in the U.S. Offer are urged to read carefully the U.S. Offer to Purchase and the related documentation on Schedule TO (as updated and amended) filed by IBM and CITLOI S.A.S. and the solicitation/recommendation statement on Schedule 14D-9 (as updated and amended) filed by ILOG S.A because these documents contain important information. ILOG securityholders and other investors in the French Offer are urged to read carefully the Note d’Information (as updated and amended) filed by IBM and CITLOI S.A.S. and the Note d’Information en Réponse (as updated and amended) filed by ILOG S.A. because these documents contain important information.

ILOG securityholders and other investors can obtain copies of these tender offer materials and any other documents filed with the Commission from the Commission’s website (www.sec.gov) and with the AMF from the AMF’s website (www.amf-france.org), in both cases without charge. Such materials filed by IBM and CITLOI S.A.S., and ILOG S.A. will also be available for free at IBM’s website (www.ibm.com), and at ILOG S.A.’s website (www.ilog.com), respectively.

Questions and requests for assistance may be directed to Georgeson Inc., the information agent (the “Information Agent”) (199 Water Street, 26th Floor New York, NY 10038-3650; U.S. Toll Free Number for holders of ILOG securities in the United States: (800) 334-9405; U.S. Number for banks and brokers: (212) 440-9800; European Toll Free Number: 00800 10 20 10 80) or UBS Securities LLC, the dealer manager for the U.S. Offer (the “Dealer Manager”) (1999 Avenue of the Stars, Suite 3400, Los Angeles, California 90067; (877) 566-3332). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. Offer. None of IBM or CITLOI S.A.S. will pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Dealer Manager) for soliciting tenders of ILOG securities pursuant to the U.S. Offer.

ILOG securityholders and other investors are urged to read carefully all tender offer materials prior to making any decisions with respect to the Offers.

EX-99.A 3 ex99-a.htm JOINT FILING STATEMENT ex99-a.htm

Exhibit 99.A

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Amendment No.1 to Schedule 13D is hereby filed on behalf of each of us.

	Citloi S.A.S.
	By	/s/ Gregory C. Bomberger
		Name: Gregory C. Bomberger
		Title: Authorized Signatory
		Date: December 18, 2008
	International Business Machines Corporation
	By	/s/ Andrew Bonzani
		Name: Andrew Bonzani
		Title: Vice President, Assistant General Counsel and Secretary
		Date: December 18, 2008