SC 13D/A 1 bmc13da-013113.htm JANUARY 31, 2013 bmc13da-013113.htm
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.4)*

BMC Software, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

055921100
(CUSIP Number)

Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 29, 2013
(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 which 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 Securities Exchange Act of 1934 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).

 
 
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
4,807,308
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
4,807,308
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,807,308
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
3.4%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
8,884,992
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
8,884,992
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
8,884,992
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
6.2%
   
14.
TYPE OF REPORTING PERSON*
   
 
PN


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS*
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
8,884,992
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
8,884,992
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
8,884,992
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
6.2%
   
14.
TYPE OF REPORTING PERSON*
   
 
CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

This statement is filed with respect to the shares of the common stock, $0.01 par value (the "Common Stock"), of BMC Software, Inc.  (the "Issuer"), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA") (collectively, the "Reporting Persons") as of January 30, 2013 and amends and supplements the Schedule 13D filed on May 18, 2012, as previously amended (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.


ITEM 3.Source and Amount of Funds or Other Consideration.


Elliott Working Capital
$192,967,286
 
Elliott International
Working Capital
$356,536,752
 



ITEM 5.Interest in Securities of the Issuer.

(a)Elliott individually beneficially owns 4,807,308 shares of Common Stock, which constitute 3.4% of all of the outstanding shares of Common Stock.  Elliott owns 4,806,308 of its shares of Common Stock through The Liverpool Limited Partnership (“Liverpool”), a Bermuda limited partnership, which is a wholly-owned subsidiary of Elliott.

Elliott International and EICA beneficially own an aggregate of 8,884,992 shares of Common Stock, which constitute 6.2% of all of the outstanding shares of Common Stock.  

Collectively, Elliott, Elliott International and EICA beneficially own 13,692,000 shares of Common Stock constituting 9.6% of all of the outstanding shares of Common Stock.

(b)Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International.  Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.    

 
 
 
 

ITEM 7.Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)

Exhibit B – May 15 Letter (previously filed)

Exhibit C – The Agreement (previously filed)

Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days

 
 
 


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

 
Dated:  January 31, 2013

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


By:  /s/ Elliot Greenberg
                            Elliot Greenberg
                            Vice President


ELLIOTT INTERNATIONAL, L.P.
By:Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


By:  /s/ Elliot Greenberg
                            Elliot Greenberg
                            Vice President

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


By:  /s/ Elliot Greenberg
             Elliot Greenberg
             Vice President
 

 
 
 


SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days



The following transactions were effected by Elliott Associates, L.P. (through Liverpool) during the past sixty (60) days:


Date
Security
Amount of Shares
Bought (Sold)
Approx. price ($) per Share (excl. commissions)
 
30-Jan-2013
Common Stock
6,533
41.578900
29-Jan-2013
Common Stock
26,250
40.744400
29-Jan-2013
Common Stock
8,750
40.897800
29-Jan-2013
Common Stock
8,750
40.958200
29-Jan-2013
Common Stock
8,750
40.881200
29-Jan-2013
Common Stock
17,500
40.850000
29-Jan-2013
Common Stock
17,502
40.667900
29-Jan-2013
Common Stock
17,500
40.862200
29-Jan-2013
Common Stock
10,960
41.510900
14-Jan-2013
Common Stock
(2,695)
43.454300
10-Jan-2013
Common Stock
(7,000)
42.203300
09-Jan-2013
Common Stock
(7,000)
41.758600
21-Dec-2012
Common Stock
7,000
40.810300
19-Dec-2012
Common Stock
(10,500)
42.025500
04-Dec-2012
Common Stock
7,000
40.357800


All of the above transactions were effected on the open market.


The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:


Date
Security
Amount of Shares
Bought (Sold)
Approx. price ($) per Share ($) (excl. commissions)
 
30-Jan-2013
Common Stock
12,134
41.578900
29-Jan-2013
Common Stock
48,750
40.744400
29-Jan-2013
Common Stock
16,250
40.897800
29-Jan-2013
Common Stock
16,250
40.958200
29-Jan-2013
Common Stock
16,250
40.881200
29-Jan-2013
Common Stock
32,500
40.850000
29-Jan-2013
Common Stock
32,498
40.667900
29-Jan-2013
Common Stock
32,500
40.862200
29-Jan-2013
Common Stock
20,373
41.510900
14-Jan-2013
Common Stock
(5,005)
43.454300
10-Jan-2013
Common Stock
(13,000)
42.203300
09-Jan-2013
Common Stock
(13,000)
41.758600
21-Dec-2012
Common Stock
13,000
40.810300
19-Dec-2012
Common Stock
(19,500)
42.025500
04-Dec-2012
Common Stock
13,000
40.357800


All of the above transactions were effected on the open market.