0001104659-07-043268.txt : 20070529 0001104659-07-043268.hdr.sgml : 20070528 20070529094110 ACCESSION NUMBER: 0001104659-07-043268 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070529 DATE AS OF CHANGE: 20070529 GROUP MEMBERS: SOFTWARE AG GROUP MEMBERS: WIZARD ACQUISITION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBMETHODS INC CENTRAL INDEX KEY: 0001035096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541807654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59069 FILM NUMBER: 07882226 BUSINESS ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7034602500 MAIL ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBMETHODS INC CENTRAL INDEX KEY: 0001035096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541807654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59069 FILM NUMBER: 07882227 BUSINESS ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7034602500 MAIL ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD - SOUTH TOWER CITY: FAIRFAX STATE: VA ZIP: 22030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Software AG, Inc. CENTRAL INDEX KEY: 0001395078 IRS NUMBER: 540943991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: SUITE 700 STREET 2: 11700 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-391-6757 MAIL ADDRESS: STREET 1: SUITE 700 STREET 2: 11700 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 SC TO-T/A 1 a07-10508_16sctota.htm SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 6)

(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
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.

þ Check 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

o Check 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:

þ 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

þ 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

CUSIP No. 94768C108 13D

	1.	Names of Reporting Persons. SOFTWARE AG I.R.S. Identification Nos. of above persons (entities only) N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o N/A

	6.	Citizenship or Place of Organization GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 53,107,722

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 53,107,722

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 93.4%

	14.	Type of Reporting Person (See Instructions) CO

This Amendment No. 6 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.

Items 1 through 9 and Item 11.

Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The initial period of the Offer expired at 12:00 Midnight, New York City time, on Friday, May 25, 2007. According to American Stock Transfer & Trust Company, the depositary for the Offer, as of 6:00 P.M., New York City time, on Friday, May 25, 2007, 53,107,722 Shares were tendered pursuant to the Offer and not withdrawn, representing approximately 93.4% of all outstanding Common Shares. Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn.

On May 29, 2007, Purchaser commenced a subsequent offering period for all remaining untendered Shares that will expire at 12:00 Midnight, New York City time, on Thursday, May 31, 2007. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same purchase price to be paid pursuant to the Offer of $9.15 per Share, net to the seller in cash without interest, less any required withholding taxes. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those described for the Offer in the Offer to Purchase except that (i) guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn.”

Item 12. Exhibits.

(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.*
(a)(5)(i)		Press release issued by Software AG on May 24, 2007.*
(a)(5)(ii)		Press release issued by Software AG on May 29, 2007.
(b)(1)		Additional commitment letter of Commerzbank Aktiengesellschaft dated April 20, 2007.*
(b)(2)		Facility Agreement dated May 16, 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.

Item 13. Information Required by Schedule 13 E-3.

Not applicable.

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: May 29, 2007

SOFTWARE AG

By:	/s/ JOCHEN DEUSE	/s/ MARKUS LEHNERT
	Jochen Deuse	Markus Lehnert
	General Counsel	VP Mergers & Acquisitions

EX-99.(A)(5)(II) 2 a07-10508_16ex99da5ii.htm EX-99.(A)(5)(II)

Exhibit (a)(5)(ii)

PRESS RELEASE

Software AG Assumes Ownership of
webMethods, Inc.

Darmstadt, Germany — May 29, 2007 — Software AG (TecDAX, ISIN DE 0003304002 / SOW), today announced that webMethods shareholders tendered approximately 53,107,722 shares, representing 93.4% of the shares outstanding. Pursuant to the terms of Software AG’s offer for all of the outstanding common stock of webMethods which expired at 12:00 midnight, New York City time, on Friday, May 25, 2007, all shares that were validly tendered and not withdrawn have been accepted for payment.

Software AG will designate 11 representatives to serve on webMethods’ board of directors, giving Software AG majority board representation. webMethods’ current board members will remain on the webMethods board until the merger between the companies is completed.

Software AG has also commenced a three business day subsequent offering period for all remaining webMethods shares. During the subsequent offering period, webMethods shares will be accepted for payment as they are tendered at the same offer price paid during the initial offer period of $9.15 per share in cash. The subsequent offering period will expire at 12:00 midnight, New York City time, on Thursday, May 31, 2007.

About Software AG

Software technology to increase the value of enterprise IT systems. Software AG is a global leader in mission-critical software infrastructure solutions based on open standards. At the forefront of advanced Service-Oriented Architecture (SOA), Software AG enables customers to create powerful enterprise applications — especially in heterogeneous IT environments. Software AG’s products Adabas, Crossvision, Natural and Tamino help more than 3,000 customers uncover the full potential of their IT and add value to existing systems. With technology from Software AG, enterprises can: create flexible business applications and processes; extend the value and life of core systems; manage data effectively across the enterprise; and control and govern their Service-Oriented Architecture.

Software AG has more than 35 years of global IT experience and over 2,600 employees serving customers in 70 countries.
The company is headquartered in Germany and listed on the Frankfurt Stock Exchange (TecDAX, ISIN DE 0003304002 / SOW). Software AG posted total revenues of €483 million (unaudited) in 2006. www.softwareag.com

Contact for Software AG:
Otmar F. Winzig
Vice President Investor Relations press@softwareag.com
Phone +49 (0) 6151 92–1699
Fax +49 (0) 6151 92–1191

Norbert Eder

Vice President Corporation Communications
press@softwareag.com
Phone +49 (0) 6151 92–1146
Fax +49 (0) 6151 92–1444

Software AG | Uhlandstraße 12 | 64297 Darmstadt | Germany

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of webMethods common stock are being made pursuant to an Offer to Purchase and related materials that Software AG, Software AG, Inc. and Wizard Acquisition, Inc. filed with the SEC on Schedule TO on April 18, 2007. A Solicitation/Recommendation statement with respect to the tender offer has been filed by webMethods with the SEC. Investors and security holders may obtain copies of the tender offer statement and Solicitation/Recommendation statement at the website maintained by the SEC at www.sec.gov. In addition, the tender offer statement and other documents filed with the SEC by Software AG are available free of charge by contacting Morrow & Co., the information agent for the tender offer, toll free at (800) 662-5200 or by e-mail at tender.info@morrowco.com, and the Solicitation/Recommendation statement and other documents filed with the SEC by webMethods are available free of charge by contacting webMethods Investor Relations at (703) 460-5822. Stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

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