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.8)*
Compuware Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
205638109
(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)
February 14, 2014
(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 |
| 7,350,093 | |
| 8. | SHARED VOTING POWER |
| 0 | |
| 9. | SOLE DISPOSITIVE POWER |
| 7,350,093 | |
| 10. | SHARED DISPOSITIVE POWER |
| 0 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,350,093 | |
| 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 | |
| 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 |
| 13,649,907 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 13,649,907 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,649,907 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 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 |
| 13,649,907 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 13,649,907 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,649,907 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 6.3% | |
| 14. | TYPE OF REPORTING PERSON |
| CO | |
This statement is filed with respect to the shares of the common stock, $0.01 par value (the "Common Stock"), of Compuware Corporation (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 February 18, 2014, and amends and supplements the Schedule 13D filed on November 26, 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 $70,503,529
Elliott International Working Capital$130,995,010
ITEM 5.Interest in Securities of the Issuer.
(a)Elliott individually beneficially owns 7,350,093 shares of Common Stock, which constitute 3.4% of all of the outstanding shares of Common Stock.
Elliott International and EICA beneficially own an aggregate of 13,649,907 shares of Common Stock, which constitute 6.3% of all of the outstanding shares of Common Stock.
Collectively, Elliott, Elliott International and EICA beneficially own 21,000,000 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.
(d)No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.
(e)Not applicable.
| ITEM 7. | Material to be Filed as Exhibits. |
Exhibit A - Joint Filing Agreement (previously filed)
Exhibit B – Letter to Board of Directors of the Issuer dated December 17, 2012 (previously filed)
Exhibit C – Letter to Board of Directors of the Issuer dated January 14, 2013 (previously filed)
Exhibit D – Confidentiality Agreement (previously filed)
Exhibit E - May 16, 2013 Letter Agreement (previously filed)
Exhibit F – July 12, 2013 Letter Agreement(previously filed)
Exhibit G –Agreement dated January 8, 2014 (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: February 19, 2014
| 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. during the past sixty (60) days:
| Date | Security | Shares Bought (Sold) | Price Per Share |
| 14-Feb-2014 | Common Stock | 8,778 | 10.47 |
| 14-Feb-2014 | Common Stock | 15,334 | 10.54 |
| 14-Feb-2014 | Common Stock | 6,214 | 10.51 |
| 14-Feb-2014 | Common Stock | 17,150 | 10.48 |
| 13-Feb-2014 | Common Stock | 17,500 | 10.44 |
| 13-Feb-2014 | Common Stock | 28,525 | 10.35 |
| 12-Feb-2014 | Common Stock | 35,000 | 10.34 |
| 11-Feb-2014 | Common Stock | 26,250 | 10.30 |
| 11-Feb-2014 | Common Stock | 17,500 | 10.20 |
| 11-Feb-2014 | Common Stock | 12,880 | 10.24 |
| 11-Feb-2014 | Common Stock | 21,857 | 10.24 |
| 10-Feb-2014 | Common Stock | 15,015 | 10.05 |
| 07-Feb-2014 | Common Stock | 27,342 | 9.85 |
| 07-Feb-2014 | Common Stock | 35,000 | 10.00 |
| 07-Feb-2014 | Common Stock | 52,500 | 10.00 |
| 06-Feb-2014 | Common Stock | 17,500 | 9.88 |
| 06-Feb-2014 | Common Stock | 28,350 | 9.85 |
| 05-Feb-2014 | Common Stock | 14,000 | 9.80 |
| 05-Feb-2014 | Common Stock | 7,556 | 9.77 |
| 04-Feb-2014 | Common Stock | 35,000 | 9.84 |
| 04-Feb-2014 | Common Stock | 35,000 | 9.86 |
| 03-Feb-2014 | Common Stock | 15,344 | 9.92 |
| 31-Jan-2014 | Common Stock | 35,000 | 10.10 |
| 31-Jan-2014 | Common Stock | 3,649 | 10.08 |
| 31-Jan-2014 | Common Stock | 150,500 | 10.15 |
| 31-Jan-2014 | Common Stock | 23,008 | 9.97 |
| 28-Jan-2014 | Common Stock | 8,750 | 10.19 |
| 28-Jan-2014 | Common Stock | 8,750 | 10.18 |
| 28-Jan-2014 | Common Stock | 17,500 | 10.18 |
| 17-Jan-2014 | Common Stock | 8,750 | 10.75 |
| 14-Jan-2014 | Common Stock | 52,500 | 10.50 |
| 14-Jan-2014 | Common Stock | 17,5000 | 10.54 |
The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:
| Date | Security | Shares Bought (Sold) | Price Per Share |
| 14-Feb-2014 | Common Stock | 16,301 | 10.47 |
| 14-Feb-2014 | Common Stock | 28,476 | 10.54 |
| 14-Feb-2014 | Common Stock | 11,539 | 10.51 |
| 14-Feb-2014 | Common Stock | 17,150 | 10.48 |
| 13-Feb-2014 | Common Stock | 32,500 | 10.44 |
| 13-Feb-2014 | Common Stock | 52,975 | 10.35 |
| 12-Feb-2014 | Common Stock | 65,000 | 10.34 |
| 11-Feb-2014 | Common Stock | 23,920 | 10.24 |
| 11-Feb-2014 | Common Stock | 40,591 | 10.24 |
| 11-Feb-2014 | Common Stock | 48,750 | 10.30 |
| 11-Feb-2014 | Common Stock | 32,500 | 10.20 |
| 10-Feb-2014 | Common Stock | 27,885 | 10.05 |
| 07-Feb-2014 | Common Stock | 65,000 | 10.00 |
| 07-Feb-2014 | Common Stock | 97,500 | 10.00 |
| 07-Feb-2014 | Common Stock | 50,779 | 9.85 |
| 06-Feb-2014 | Common Stock | 32,500 | 9.88 |
| 06-Feb-2014 | Common Stock | 52,650 | 9.85 |
| 05-Feb-2014 | Common Stock | 26,000 | 9.80 |
| 05-Feb-2014 | Common Stock | 14,033 | 9.77 |
| 04-Feb-2014 | Common Stock | 65,000 | 9.86 |
| 04-Feb-2014 | Common Stock | 65,000 | 9.84 |
| 03-Feb-2014 | Common Stock | 28,495 | 9.92 |
| 31-Jan-2014 | Common Stock | 42,728 | 9.97 |
| 31-Jan-2014 | Common Stock | 65,000 | 10.10 |
| 31-Jan-2014 | Common Stock | 6,776 | 10.08 |
| 31-Jan-2014 | Common Stock | 279,500 | 10.15 |
| 28-Jan-2014 | Common Stock | 16,250 | 10.18 |
| 28-Jan-2014 | Common Stock | 16,250 | 10.19 |
| 28-Jan-2014 | Common Stock | 32,500 | 10.18 |
| 17-Jan-2014 | Common Stock | 16,250 | 10.75 |
| 14-Jan-2014 | Common Stock | 32,500 | 10.54 |
| 14-Jan-2014 | Common Stock | 97,500 | 10.50 |