SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
i2 Technologies, Inc.
(Name of Issuer)
Common Stock, $0.00025 Par Value
(Title of Class of Securities)
465754109
(Cusip Number)
Brandon Teague
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 2004
(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 [ ].
*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 ("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).
**The total number of shares of stock reported herein is 140,281,360, which constitutes approximately 24.8% of the 566,173,080 shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise stated, all ownership percentages set forth herein assume that there are 458,181,720 shares outstanding.
|
REPORTING PERSON |
SOURCE OF FUNDS |
AMOUNT OF FUNDS |
|
Amalgamated |
Other |
Not Applicable (1) |
(1) Amalgamated has not expended any of its funds for purchases of the Common Stock reported herein. Amalgamated, however, expended $136,083,869.49 of the funds of R2 to purchase the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
On June 3, 2004, the Reporting Person (on behalf of R2) closed the previously announced agreement to purchase 100,000 shares of the Issuer's 2.5% Series B Convertible Preferred Stock for an aggregate purchase price of $100,000,000.
Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R2, Amalgamated may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 140,281,360 shares of the Stock, which constitutes approximately 24.8% of the 566,173,080 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Scepter
Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 140,281,360 shares of the Stock, which constitutes approximately 24.8% of the 566,173,080 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
Raynor
Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 140,281,360 shares of the Stock, which constitutes approximately 24.8% of the 566,173,080 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Common Stock.
(b)
Reporting Person
Amalgamated
Acting through its general partner, Amalgamated has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 32,290,000 shares of the Common Stock.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 32,290,000 shares of the Common Stock.
Raynor
As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 32,290,000 shares of the Common Stock.
(c) Since the last filing, the Reporting Person has neither purchased nor sold any shares of the Common Stock; however, on June 3, 2004, the Reporting Person (on behalf of R2) closed the previously announced agreement to purchase 100,000 shares of the Issuer's 2.5% Series B Convertible Preferred Stock for an aggregate purchase price of $100,000,000.
Except as set forth in this paragraph (c), to the best of the knowledge of the Reporting Person, none of the Item 2 Persons have effected any transactions in the Common Stock since the last filing.
(d) The Reporting Person affirms that no person other than those persons named in Item 2 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 the Common Stock owned by such Reporting Person.
(e) Not applicable.
|
AMALGAMATED GADGET, L.P.
|