- Amended Statement of Beneficial Ownership (SC 13D/A)
December 18 2008 - 4:42PM
Edgar (US Regulatory)
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)
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
|
* 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.
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
|
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