0000902664-13-002681.txt : 20130722 0000902664-13-002681.hdr.sgml : 20130722 20130722161249 ACCESSION NUMBER: 0000902664-13-002681 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40115 FILM NUMBER: 13979358 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: Merion Investment Management LP CENTRAL INDEX KEY: 0001559020 IRS NUMBER: 271799462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 280 KING OF PRUSSIA ROAD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 267-948-2500 MAIL ADDRESS: STREET 1: 280 KING OF PRUSSIA ROAD CITY: RADNOR STATE: PA ZIP: 19087 SC 13G 1 p13-1491sc13g.htm BMC SOFTWARE, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 

BMC Software, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

055921100

(CUSIP Number)
 

July 12, 2013

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

* 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 (the "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. 05592110013GPage 2 of 8 Pages
     
1

NAMES OF REPORTING PERSONS

Merion Investment Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

7,629,100

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

7,629,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,629,100

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 
CUSIP No. 05592110013GPage 3 of 8 Pages

 

     
1

NAMES OF REPORTING PERSONS

Andrew Barroway

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

7,629,100

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

7,629,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,629,100

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.4%

12

TYPE OF REPORTING PERSON

IN

             

 

 
CUSIP No. 05592110013GPage 4 of 8 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is BMC Software, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 2101 Citywest Blvd., Houston, TX 77042-2827.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Merion Investment Management LP, a Delaware limited partnership ("Merion Investment Management"), with respect to the Shares directly held by Merion Capital LP, a Delaware limited partnership (the "Merion Fund") and Merion Capital II LP, a Delaware limited partnership (the "Merion II Fund"); and
   
  (ii) Mr. Andrew Barroway ("Mr. Barroway") with respect to the Shares directly held by the Merion Fund and the Merion II Fund.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  Merion Investment Management serves as the investment manager to the Merion Fund and the Merion II Fund. Merion Capital Partners LP, a Delaware limited partnership, is the general partner of the Merion Fund and the Merion II Fund (the "General Partner").  The general partner of the General Partner is MC Investment Management LLC ("MC").  The general partner of Merion Investment Management is Merion Investment Management LLC ("Merion LLC").  Mr. Barroway is the sole member of each of MC and Merion LLC. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is c/o Merion Investment Management LP, 280 King of Prussia Rd., Radnor, PA 19087.

 

Item 2(c). CITIZENSHIP:

 

  Merion Investment Management is a Delaware limited partnership.  Mr. Barroway is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.01 par value (the "Shares").

 

 
CUSIP No. 05592110013GPage 5 of 8 Pages

Item 2(e). CUSIP NUMBER:
   
  055921100

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) o

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) o

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) o

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) o

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) o Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _______________________

 

Item 4. OWNERSHIP.

 

    The percentages used herein are calculated based upon 141,454,283 Shares outstanding, which reflects the number of Shares outstanding as of June 24, 2013, as reported in the Company's Definitive Proxy Statement filed on Schedule 14A on June 25, 2013.

 

  A. Merion Investment Management:
      (a) Amount beneficially owned: 7,629,100 Shares
      (b) Percent of class:  5.4%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  7,629,100 Shares
 
CUSIP No. 05592110013GPage 6 of 8 Pages
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  7,629,100 Shares

 

  B. Mr. Barroway:
      (a) Amount beneficially owned:  7,629,100 Shares
      (b) Percent of class:  5.4%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  7,629,100 Shares
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition: 7,629,100 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.
   
  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.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below, each Reporting Person certifies that, to the best of his or its 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 that purpose or effect.

 

 
CUSIP No. 05592110013GPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: July 22, 2013

 

  merion investment management lp
   
  By:  Merion Investment Management LLC, its general partner
   
  By: /s/ Andrew Barroway
  Name: Andrew Barroway
  Title: Managing Member
   
   
  /s/ Andrew Barroway
  ANDREW BARROWAY
   
   

 

 
CUSIP No. 05592110013GPage 8 of 8 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: July 22, 2013

 

  merion investment management lp
   
  By:  Merion Investment Management LLC, its general partner
   
  By: /s/ Andrew Barroway
  Name: Andrew Barroway
  Title: Managing Member
   
   
  /s/ Andrew Barroway
  ANDREW BARROWAY