-----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, ATiniQaXYsOmNRdbGw/bEwgt2VfGgteGaXpfWL24FPBPAku13lt9YqtfWUXAGZtK BQmURrqo0yhtn3AgXZOqwA== 0000950129-99-002677.txt : 19990615 0000950129-99-002677.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950129-99-002677 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990614 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-17136 FILM NUMBER: 99646199 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 8-K/A 1 BMC SOFTWARE, INC. - DATED MARCH 30, 1999 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 1999 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17136 74-21226120 (State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.) of incorporation or organization)
2101 CITYWEST BOULEVARD HOUSTON, TEXAS 77042-2827 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 918-8800 ================================================================================ 2 Item 2. Acquisition or Disposition of Assets. Effective March 30, 1999, a wholly owned subsidiary of BMC Software, Inc., a Delaware corporation (the "Company"), was merged (the "Merger") with and into Boole and Babbage, Inc., a Delaware corporation ("Boole"), pursuant to an Agreement and Plan of Merger, dated October 31, 1998, between the Company and Boole (the "Merger Agreement"). The stockholders of Boole approved the Merger at a special meeting held on March 30, 1999. In the Merger, each issued and outstanding share of common stock of Boole, par value $.001 per share (the "Boole Common Stock") was converted into 0.675 of a share (the "Exchange Ratio") of Company common stock, par value $.01 per share (the "Company Common Stock"). The Exchange Ratio was fixed pursuant to the Merger Agreement and was determined through arm's length negotiations between the parties prior to the signing of the Merger Agreement on October 31, 1998. According to Boston EquiServe, the Company's transfer agent and registrar, approximately 19,117,440 shares of Company Common Stock were issued to the former stockholders of Boole in the Merger. The Boole stockholders will receive cash in lieu of any fractional share of Company Common Stock. The Merger was accounted for as a pooling-of-interests. A description of the closing of the Merger is contained in the March 30, 1999 press release of the Company, which is filed herewith as Exhibit 99.1 and incorporated herein by reference. The Merger Agreement is incorporated herein by reference to Annex A of the Proxy Statement/Prospectus contained in Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No. 333-67263), filed with the Securities and Exchange Commission (the "Commission") on February 24, 1999 and declared effective by the Commission on February 25, 1999 (the "Registration Statement"). A description of the Merger, including additional information requested pursuant to Item 2 of Form 8-K, are contained in the Registration Statement, the text of which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The financial statements required to be filed were previously reported on pages 12 through 30 of Exhibit 13.1 to Boole's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 filed with the Commission on December 29, 1998, and on pages 1 through 6 of Boole's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 filed with the Commission on February 16, 1999, and are incorporated herein by reference. (b) Pro Forma Financial Information The following unaudited pro forma condensed combined financial statements reflect adjustments to the historical consolidated balance sheets and statements of income of BMC and Boole to give effect to the merger, using the pooling of interests method of accounting for a business combination. The unaudited pro forma condensed combined statements of income for the nine months ended December 31, 1997 and 1998 and for the years ended March 31, 1996, 1997 and 1998 assume the merger was effected as of April 1, 1995. The unaudited pro forma condensed combined balance sheet as of December 31, 1998 assumes the merger was effected as of December 31, 1998. The fiscal year ends for the Company and Boole occur at different dates. The Company's fiscal year end is March 31 while Boole's fiscal year end is September 30. In order to present the pro forma combined results on a comparable basis, certain adjustments were made to Boole's results of operations for certain periods to conform to those of the Company. See "Notes to Unaudited Pro Forma Condensed Combined Financial Statements" in this section for an explanation of the pro forma adjustments. The following unaudited pro forma condensed combined financial statements have been prepared from, and should be read in conjunction with, the historical consolidated financial statements and notes thereto of the Company and Boole. The following unaudited pro forma condensed combined statements of income are not necessarily indicative of the results of operations that would have occurred had the merger occurred on April 1, 1995, nor are they necessarily indicative of the future operating results of the combined company. 3 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 1998 ------------------------------------------------- PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED ---------- -------- ----------- ---------- (IN THOUSANDS) Current Assets: Cash and cash equivalents..... $ 123,070 $ 51,166 $ 174,236 Investments................... 66,569 43,848 110,417 Trade receivables............. 218,443 97,226 315,669 Other current assets.......... 56,892 15,806 72,698 ---------- -------- ---------- Total current assets............. 464,974 208,046 673,020 Property and equipment, net..... 224,396 10,831 235,227 Purchased and internally developed software, net....... 119,973 13,088 133,061 Investment securities........... 835,336 -- 835,336 Other long-term assets.......... 50,187 107,984 158,171 ---------- -------- ---------- Total assets.......... $1,694,866 $339,949 $2,034,815 ========== ======== ========== Current liabilities: Current portion of deferred revenue.................... $ 300,385 $ 61,495 $ 361,880 Other current liabilities..... 130,747 55,258 32,520(A) 218,525 ---------- -------- ------- ---------- Total current liabilities........ 431,132 116,753 32,520 580,405 Deferred revenue................ 160,247 62,660 222,907 Other long-term liabilities..... 48,207 1,433 49,640 ---------- -------- ------- ---------- Total liabilities..... 639,586 180,846 32,520 852,952 Stockholders' Equity: Common stock.................. 2,173 31 160(B) 2,364 Additional paid-in capital.... 110,719 105,130 (41,043)(B) 174,806 Retained earnings............. 962,975 79,739 (32,520)(B) 1,010,194 Other stockholders' equity.... (20,587) (25,797) 40,883(B) (5,501) ---------- -------- ------- ---------- Total stockholders' equity............. 1,055,280 159,103 (32,520) 1,181,863 ========== ======== ======= ========== Total liabilities and stockholders' equity............. $1,694,866 $339,949 $2,034,815 ========== ======== ==========
2 4 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED MARCH 31, 1996 -------------------------------------------------------- MARCH 31, SEPTEMBER 30, 1996 1995 PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED -------------- ------------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Licenses................... $290,998 $ 89,542 $380,540 Maintenance................ 178,908 79,485 258,393 -------- -------- -------- -------- Total revenues..... 469,906 169,027 638,933 Selling and marketing expenses................... 130,220 86,753 216,973 Research and development expenses and related charges.................... 60,976 21,056 82,032 Cost of maintenance services and product licenses....... 55,033 31,293 86,326 General and administrative expenses................... 41,071 17,140 58,211 Acquired research and development costs.......... 23,589 -- 23,589 -------- -------- -------- -------- Operating income........... 159,017 12,785 171,802 Interest and other income.... 16,378 3,907 20,285 -------- -------- -------- Income before taxes........ 175,395 16,692 192,087 Provision for income taxes... 61,842 5,076 66,918 -------- -------- -------- Net earnings............... $113,553 $ 11,616 $125,169 ======== ======== ======== Basic earnings per share..... $ .55 $ .67 $ .56 ======== ======== ======== Shares used in computing basic earnings per share... 208,213 17,236 225,449 Diluted earnings per share... $ .52 $ .62 $ .53 ======== ======== ======== Shares used in computing diluted earnings per share...................... 216,748 18,698 235,446
3 5 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED MARCH 31, 1997 ---------------------------------------------------- MARCH 31, SEPTEMBER 30, 1997 1996 PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED --------- ------------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Licenses.................... $409,015 $ 95,219 $504,234 Maintenance................. 202,773 84,932 287,705 -------- -------- -------- -------- Total revenues...... 611,788 180,151 791,939 Selling and marketing expenses.................... 169,521 91,766 261,287 Research and development expenses and related charges..................... 80,210 22,326 102,536 Cost of maintenance services and product licenses........ 70,906 34,838 105,744 General and administrative expenses.................... 49,887 18,392 68,279 Acquired research and development costs........... 11,259 -- 11,259 -------- -------- -------- -------- Operating income............ 230,005 12,829 242,834 Interest and other income..... 21,129 5,643 26,772 -------- -------- -------- -------- Income before taxes......... 251,134 18,472 269,606 Provision for income taxes.... 78,149 7,015 85,164 -------- -------- -------- -------- Net earnings................ $172,985 $ 11,457 $184,442 ======== ======== ======== Basic earnings per share...... $ .83 $ .64 $ .81 ======== ======== ======== Shares used in computing basic earnings per share.......... 208,611 17,931 226,542 Diluted earnings per share.... $ .78 $ .59 $ .76 ======== ======== ======== Shares used in computing diluted earnings per share....................... 222,012 19,450 241,462
4 6 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED MARCH 31, 1998 ----------------------------------------------- ADJUSTED MARCH 31, MARCH 31, 1998 1998 PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED --------- --------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Licenses......................... $549,338 $117,759 $667,097 Maintenance...................... 238,815 89,646 328,461 -------- -------- -------- -------- Total revenues........... 788,153 207,405 995,558 Selling and marketing expenses..... 221,461 97,716 319,177 Research and development expenses and related charges.............. 99,876 25,489 125,365 Cost of maintenance services and product licenses................. 92,926 35,435 128,361 General and administrative expenses......................... 58,955 18,255 77,210 Merger costs....................... 7,737 -- 7,737 Acquired research and development costs............................ 65,473 -- 65,473 -------- -------- -------- -------- Operating income................. 241,725 30,510 272,235 Interest and other income.......... 30,277 13,222 43,499 -------- -------- -------- Income before taxes.............. 272,002 43,732 315,734 Provision for income taxes......... 97,012 12,055 109,067 -------- -------- -------- Net earnings..................... $174,990 $ 31,677 $206,667 ======== ======== ======== Basic earnings per share........... $ .83 $ 1.67 $ .90 ======== ======== ======== Shares used in computing basic earnings per share............... 211,129 18,941 230,070 Diluted earnings per share......... $ .78 $ 1.54 $ .84 ======== ======== ======== Shares used in computing diluted earnings per share............... 224,185 20,609 244,794
5 7 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 --------------------------------------------------- PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED ------------- -------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Licenses...................... $382,891 $ 86,783 $469,674 Maintenance................... 174,542 67,035 241,577 -------- -------- -------- -------- Total revenues........ 557,433 153,818 711,251 Selling and marketing expenses...................... 157,633 72,950 230,583 Research and development expenses and related charges....................... 75,084 19,074 94,158 Cost of maintenance services and product licenses.............. 64,658 26,621 91,279 General and administrative expenses...................... 42,373 13,322 55,695 Merger costs.................... -- -- -- Acquired research and development costs............. 65,473 -- 65,473 -------- -------- -------- -------- Operating income.............. 152,212 21,851 174,063 Interest and other income....... 21,471 8,747 30,218 -------- -------- -------- Income before taxes........... 173,683 30,598 204,281 Provision for income taxes...... 67,171 8,375 75,546 -------- -------- -------- Net earnings.................. $106,512 $ 22,223 $128,735 ======== ======== ======== Basic earnings per share........ $ 0.51 $ 1.17 $ 0.56 ======== ======== ======== Shares used in computing basic earnings per share............ 210,301 18,928 229,229 Diluted earnings per share...... $ 0.48 $ 1.08 $ 0.53 ======== ======== ======== Shares used in computing diluted earnings per share............ 224,132 20,569 244,701
6 8 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 ---------------------------------------------- PRO FORMA PRO FORMA BMC BOOLE ADJUSTMENTS COMBINED -------- -------- ----------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Licenses......................... $532,241 $ 98,874 $631,115 Maintenance...................... 212,669 73,562 286,231 -------- -------- ------- -------- Total revenues........... 744,910 172,436 917,346 Selling and marketing expenses..... 213,005 77,925 290,930 Research and development expenses and related charges.............. 101,440 19,200 120,640 Cost of maintenance services and product licenses................. 76,624 29,644 106,268 General and administrative expenses......................... 53,278 15,266 68,544 Acquired research and development costs............................ 17,304 -- 17,304 -------- -------- ------- -------- Operating income................. 283,259 30,401 313,660 Interest and other income.......... 35,732 10,041 45,773 -------- -------- -------- Income before taxes.............. 318,991 40,442 359,433 Provision for income taxes......... 85,918 11,325 97,243 -------- -------- -------- Net earnings..................... $233,073 $ 29,117 $262,190 ======== ======== ======== Basic earnings per share........... $ 1.08 $ 1.54 $ 1.12 ======== ======== ======== Shares used in computing basic earnings per share............... 215,111 18,893 234,004 Diluted earnings per share......... $ 1.02 $ 1.41 $ 1.05 ======== ======== ======== Shares used in computing diluted earnings per share............... 228,035 20,625 248,660
7 9 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The unaudited pro forma condensed combined statements of income for the nine months ended December 31, 1997 and 1998 are based on the unaudited consolidated financial statements of BMC for the nine months ended December 31, 1997 and 1998 and the consolidated financial statements of Boole for the years ended September 30, 1997 and 1998 reduced by the unaudited consolidated statements of income of Boole for the six months ended March 31, 1997 and 1998, respectively and increased by the unaudited consolidated statements of income of Boole for the three months ended December 31, 1997 and 1998, respectively. The unaudited pro forma condensed combined statements of income for the years ended March 31, 1996 and 1997 are based on the consolidated financial statements of BMC for the years ended March 31, 1996 and 1997 and Boole for the years ended September 30, 1995 and 1996. The unaudited pro forma condensed combined statement of income for the year ended March 31, 1998 is based on the consolidated financial statements of BMC for the years ended March 31, 1998 and Boole for the year ended September 30, 1997 reduced by the unaudited consolidated statements of income of Boole for the six months ended March 31, 1997 and increased by the unaudited consolidated statements of income of Boole for the six months ended March 31, 1998. As a result of the adjustments to conform BMC and Boole's fiscal year ends for the year ended March 31, 1998, Boole's results of operations for the six months ended March 31, 1997, which include total revenues of $96.2 million and a net loss of $0.4 million, have not been included in the unaudited pro forma condensed combined statements of income for the periods presented. The unaudited pro forma condensed combined balance sheet is based on the balance sheets of BMC and Boole at December 31, 1998, after giving effect to the adjustments and assumptions described below. The unaudited pro forma condensed combined balance sheet reflects expenses expected to be incurred by BMC and Boole in connection with the merger; however, the unaudited pro forma condensed combined statements of income do not reflect such expenses. The unaudited pro forma condensed combined financial statements do not reflect the effect of cost savings and revenue enhancements, if any, which may be realized after consummation of the merger. BMC and Boole employ accounting policies that are in accordance with generally accepted accounting principles in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate results could differ from those estimates. In the opinion of management, the unaudited pro forma condensed combined financial statements include all adjustments necessary to present fairly the financial position of BMC and Boole and the results of operations of BMC and Boole. 8 10 NOTE 2. PRO FORMA ADJUSTMENTS The Company expects to incur charges to operations of approximately $38.3 million (or $32.5 million net of income taxes) for transaction fees, costs incident to the merger and certain identified restructuring charges. These expenses are reflected in the unaudited pro forma condensed combined balance sheet as of December 31, 1998, consistent with SEC reporting rules. These expenses are not reflected in the unaudited pro forma condensed combined statements of income. No adjustments have been reflected in the unaudited pro forma condensed combined financial statements for the benefits that BMC management anticipates to result from the merger. BMC expects to restructure the combined operations, resulting in additional nonrecurring charges, which could be significant. The estimate of restructuring charges is based on the information currently available to management. The unaudited pro forma condensed combined financial statements reflect the following pro forma adjustments: (A) Other current liabilities -- reflects the accrual of the estimated transaction fees, costs incident to the merger and certain identified restructuring charges. (B) Stockholders' equity -- Stockholders' equity reflects the issuance of approximately 19,117,440 shares of BMC common stock in exchange for all outstanding shares of Boole common stock at March 30, 1999. Therefore, the historical combined common stock, paid-in capital and retained earnings balances have been adjusted to reflect the number of shares assumed to be issued, the differences in par value per common share of BMC and Boole and the cancellation of Boole treasury stock. Retained earnings has also been adjusted to reflect the accrual of the estimated transaction fees, costs incident to the merger and certain identified frestructuring charges. 9 11 (c) Exhibits The following Exhibits are filed as part of this report: 2.1 Agreement and Plan of Reorganization, dated as of October 31, 1998, between the Company and Boole (included as Annex A of the Proxy Statement/Prospectus contained in the Company's Registration Statement) 23.1 Consent of Ernst & Young LLP 23.2 Consent of PricewaterhouseCoopers LLP 99.1 Press release, dated March 30, 1999. 10 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BMC SOFTWARE, INC. Date: June 14, 1999 By: /s/ Kevin M. Klausmeyer ------------------------------------- Name: Kevin M. Klausmeyer Title: Vice President, Controller and Chief Accounting Officer 13 EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Reorganization, dated as of October 31, 1998, between the Company and Boole (included as Annex A of the Proxy Statement/Prospectus contained in the Company's Registration Statement) 23.1 Consent of Ernst & Young LLP 23.2 Consent of PricewaterhouseCoopers LLP 99.1 Press release, dated March 30, 1999. EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference of our report dated October 21, 1998, with respect to the consolidated financial statements of Boole and Babbage, Inc. incorporated by reference in its Annual Report on form 10-K for the year ended September 30, 1998 included in the Current Report on Form 8-K filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California June 11, 1999 EX-23.2 3 CONSENT OF PRECEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Current Report on Form 8-K of BMC Software, Inc. of our report, dated April 10, 1997, on our audit of the financial statements of MAXM Systems, Inc. as of September 30, 1996 and for the year then ended, as included in the Current Report on Form 8-K/A for Boole & Babbage, Inc. dated April 22, 1997 (File No. 000-13258) as incorporated by reference in the annual report on Form 10-K of Boole & Babbage, Inc. for the year ended September 30, 1998, which report is incorporated by reference in this Current Report on Form 8-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP McLean, Virginia June 11, 1999 EX-99.1 4 PRESS RELEASE - DATED MARCH 30, 1999 1 EXHIBIT 99.1 BMC SOFTWARE COMPLETES MERGER WITH BOOLE & BABBAGE Company Raises the Bar for Application Service Assurance; Announces First Integrated Product HOUSTON, TX -- (March 30, 1999) -- BMC Software (Nasdaq: BMCS), today completed its merger with Boole & Babbage, Inc. As part of the merger agreement, Boole & Babbage shareholders receive .675 BMC Software shares for each Boole & Babbage share held. Together with the recent announcement to acquire New Dimension Software, the company creates a new era for enterprise management providing customers around the world with the assurance that the business-critical applications they rely on are available, recoverable and perform around the clock. "The completion of the merger firmly establishes BMC Software as the powerhouse and undisputed leader in application service level management in the enterprise. We have the right technology and solutions - built for the explosive demand for application management - the right talent, and the right strategy for our customers who are reinventing industries and leading the way into the new millennium. BMC Software is out in front and sets the standard for the new era of enterprise management," said Max Watson, chairman, president and chief executive officer of BMC Software. "We have been greatly impressed with the high degree of competence, technical depth and professionalism at Boole & Babbage. Our combined talents will provide us the ability to more quickly deliver solutions to the market." FIRST INTEGRATED PRODUCT AND PRODUCT ROADMAP PREVIEW Delivering on its integration commitment, as the first step in integrating the product lines, BMC Software also announced today the general availability of the COMMAND/POST connect PATROL product which delivers rapidly configured, seamless integration between its suite of PATROL management products, the industry leader in event automation, and COMMAND/POST, the best-of- breed enterprise management console. COMMAND/POST connect PATROL extends the management capabilities of COMMAND/POST to encompass the broad range of applications, databases, messaging and middleware systems, and Internet and Intranet servers managed today by PATROL products. It enables PATROL users to manage their entire enterprise from the COMMAND/POST enterprise management console, improving responsiveness and eliminating redundant problem assignment by providing a consolidated view of the entire IT enterprise. (see separate release) In late April, as part of its fiscal year kickoff during which the company will outline its strategic imperatives for the coming year, BMC Software will announce a detailed plan on the integration of the Boole & Babbage team and its family of products. The company plans to roll out integration milestones throughout the year. The combination of the companies' product lines provides customers: 2 EXHIBIT 99.1 o Reduced management complexity by providing tailored infrastructure, application and, ultimately, business process views across the distributed enterprise for service level management. o Enhanced interoperability through synergistic product capabilities, alignment, functionality and integration. o Superior customer service via an enhanced global distribution and support network. o Additional technology innovation through the combined company's extensive expertise and talent pool. As the two companies are assimilated, BMC Software will work with its customers to consolidate pricing and terms and conditions to simplify them, therefore making it even easier to do business with BMC Software. At this time, the company does not foresee the need for any significant changes in Boole & Babbage prices. BMC Software exchanged approximately 19 million shares of common stock for all outstanding shares of Boole & Babbage. The transaction will be accounted for as a pooling of interests. With the completion of the Boole & Babbage transaction, BMC Software now employs approximately 4,400 people in 26 countries and has combined revenues during the last 12 months of approximately $1.2 billion. ABOUT BMC SOFTWARE BMC Software, Inc. is the industry leader in delivering application service assurance solutions - enterprise-level software and support that improves the availability, performance and recovery of critical applications and data in complex computing environments. BMC Software is the world's 12th largest independent software vendor and an S&P 500 company, with calendar 1998 revenues exceeding $1.2 billion. The company is headquartered in Houston, Texas, with offices worldwide. For more information, please call 800 841-2031 or 713 918-8800. This news release contains both historical information and forward-looking information. For example, statements in this discussion regarding BMC Software's future financial and operating results, the development of and anticipated markets for BMC Software's products, BMC Software's operating strategies, anticipated acquisition benefits and other statements that are not statements of historical fact are forward looking statements. Actual results could differ materially from any expectation, estimate or projection conveyed by these statements and there can be no assurance that any such expectation, estimate or projection will be met. Numerous important factors, risks and uncertainties affect BMC Software's operating results and could cause actual results to differ from the results implied by these or any other forward looking statements. These factors include, but are not limited to, the following: 1) BMC Software's revenues and earnings are subject to a number of factors, including the significant percentage of quarterly sales typically closed at the end of each quarter, that make estimation of operating results prior to the end of a quarter extremely uncertain; 2) competition for BMC Software's products is increasing for both the distributed systems and the mainframe database utility products; 3) international results have been volatile over the last two years; 4) BMC Software continues to increasingly depend on large enterprise license transactions as an integral part of its core mainframe and distributed systems businesses; 5) the uncertainties of whether new software products and product strategies will be successful; 6) the high degree of difficulty of integrating different software products and technologies and the general risks associated with mergers of high technology companies, including the potential loss of key personnel and cultural conflicts; and 7) the additional risks and important factors described in the companies' Annual Report to Stockholders on Forms 10-K and 10-Q and other filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----