UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (“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).

 

 

 

1              The percentage of Common Stock beneficially owned is based on 438,726,208 shares of Common Stock outstanding as of October 31, 2015, as provided by CA, Inc. (the “Company”).

 

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2                                           20,000 shares of Common Stock are held by Mr. Haefner and 37,050,000 shares of Common Stock are held by BigPoint Holding AG, a company wholly-owned by Mr. Haefner.

 

3                                           66,763,380 shares of Common Stock are held by Careal Holding AG and 3,200 shares of Common Stock are held by the spouse of Mr. Haefner.

 

4                                           The percentage of Common Stock beneficially owned is based on 438,726,208 shares of Common Stock outstanding as of October 31, 2015, as provided by the Company.

 

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5                                           66,763,380 shares of Common Stock are held by Careal Holdings AG.

 

6                                           The percentage of Common Stock beneficially owned is based on 438,726,208 shares of Common Stock outstanding as of October 31, 2015, as provided by the Company.

 

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7                                           The percentage of Common Stock beneficially owned is based on 438,726,208 shares of Common Stock outstanding as of October 31, 2015, as provided by the Company.

 

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This Amendment No. 12 (this “Amendment”) to the Statement on Schedule 13D, filed on August 24, 1987, by Careal Holding AG, a Swiss corporation (“Careal”) and Mr. Walter H. Haefner, a national and resident of Switzerland, as amended on July 21, 1988, February 22, 1989, June 14, 1989, August 3, 1989, December 1, 1989, September 16, 1998, November 14, 2001, December 28, 2001 and October 30, 2003 and as further amended by filings by Careal, Mr. Martin Haefner and Ms. Eva Maria Bucher-Haefner on July 10, 2012 and November 17, 2015, further amends and supplements such Statement with respect to the Common Stock, par value $.10 per share (“Common Stock”), of CA, Inc. (formerly known as Computer Associates International, Inc.), a Delaware corporation (the “Company”).  All items not described herein remain as previously reported in the Statement.  Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Statement, as previously amended, filed with the Securities and Exchange Commission.

 

Item 2.  Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated:

 

(a)-(c)This statement is filed by Careal Holding AG, a Swiss corporation (“Careal”), and by Martin Haefner and Eva Maria Bucher-Haefner, each of whom is a citizen and resident of Switzerland, and BigPoint Holding AG, a Swiss corporation wholly owned by Mr. Haefner (“BigPoint”). Careal is a holding company of which 50%  of the shares are owned by Mr. Haefner and 50% of the shares are owned by Ms. Bucher-Haefner. Through its subsidiaries, Careal is primarily engaged in a wholesale and retail distributorship in Switzerland for foreign automobiles and parts and in a real estate business in Switzerland.  Mr. Haefner is Chairman of Careal and Ms. Bucher-Haefner is director of the board of Careal.  BigPoint is a holding company for certain of Mr. Haefner’s investments. Mr. Haefner is the sole director of BigPoint and BigPoint has no officers. The principal place of business of each of Careal, Martin Haefner, BigPoint and Ms. Bucher- Haefner is Utoquai 49, 8022 Zurich, Switzerland.

 

The information required by this Item with respect to the directors and officers of Careal is furnished in Schedule A and incorporated by reference.

 

(d)-(e)  During the last five years neither Careal nor any of its directors or executive officers, including Mr. Haefner and Ms. Bucher-Haefner nor BigPoint and its sole director Mr. Haefner, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.

 

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

 

Item 3 of the Schedule 13D is amended and supplemented with the information contained in Item 4 of this Amendment, which is incorporated by reference.

 

Item 4.  Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by the following:

 

On November 26, 2015 Careal transferred 37,050,000 shares of Common Stock to BigPoint, a company wholly owned by Mr. Haefner, to repurchase shares of Careal held by BigPoint. The transfer was in connection with the Company’s repurchase of shares of Common Stock from Careal on November 20, 2015.  Carael used the cash proceeds from such repurchase, plus additional cash, to repurchase shares of Careal owned by Ms. Bucher-Haefner.  These actions allow Mr. Haefner and Ms. Bucher-Haefner to maintain their respective 50% ownership interest in Careal.

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) As of the date hereof, Careal is the owner of record of 66,763,380 shares of Common Stock, representing approximately 15.2% of the Common Stock outstanding. As of the date hereof, BigPoint is the holder of record of 37,050,000 shares of Common Stock, Mr. Haefner is the holder of record of 20,000 shares of Common Stock and Mr. Haefner’s spouse is the holder of record of 3,200 shares of Common Stock for a total of 103,836,580 shares of Common Stock, approximately 23.7% of the Common Stock outstanding. The percentage of Common Stock is based on 438,726,208 shares of Common Stock outstanding as of October 31, 2015, as provided by the Company.  As the owner of 50% of the shares of Careal, each of Mr. Haefner and Ms. Bucher-Haefner may be

 

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deemed to be the beneficial owner of such 66,763,380 shares of Common Stock and each may be deemed to have shared voting and dispositive power with respect thereto.

 

Other than the 66,763,380 shares of Common Stock owned of record by Careal and that may be deemed to be beneficially owned by Mr. Haefner and Ms. Bucher-Haefner, the 37,050,000 shares of Company Stock owned of record by BigPoint and that may be deemed to be beneficially owned by Mr. Haefner, the 20,000 shares of Common Stock owned of record by Mr. Haefner and the 3,200 shares of Common Stock owned of record by the spouse of Mr. Haefner (which may be deemed to be beneficially owned by Mr. Haefner), to the best knowledge of Careal and BigPoint, none of its other directors or executive officers are the beneficial owners of, nor do any of them have a right to acquire, directly or indirectly, shares of Common Stock.

 

(c) Other than the transactions described in Item 4, none of Careal, Mr. Haefner, BigPoint or Ms. Bucher-Haefner has effected any transactions in shares of Common Stock in the past 60 days.

 

(d) Other than Careal, Mr. Haefner and Ms. Bucher-Haefner, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 66,763,380 shares of Common Stock owned of record by Careal. Other Mr. Haefner, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 37,050,000 shares of Common Stock owned of record by BigPoint.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is amended and supplemented with the information contained in Item 4 of this Amendment, which is hereby incorporated by reference.

 

Item 7.  Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended by adding the exhibit listed below:

 

The following exhibit is filed as an exhibit hereto:

 

Exhibit		Description of Exhibit
9		Joint Filing Agreement
10		Power of Attorney for Martin Haefner

 

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SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

December 1, 2015

 

	CAREAL HOLDING AG
	By: Martin Haefner, Chairman and President
		By:	/s/ Claude Lambert
			Claude Lambert
			Attorney-in-fact for Martin Haefner
	MARTIN HAEFNER
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact
	EVA MARIA BUCHER-HAEFNER
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact
	BIGPOINT HOLDING AG
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact

 

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EXHIBIT 9

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

November 23, 2015
	CAREAL HOLDING AG
	By: Martin Haefner, Chairman and President
		By:	/s/ Claude Lambert
			Claude Lambert
			Attorney-in-fact for Martin Haefner
	MARTIN HAEFNER
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact
	EVA MARIA BUCHER-HAEFNER
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact
	BIGPOINT HOLDING AG
	By:	/s/ Claude Lambert
		Claude Lambert, attorney-in-fact

 

 

EXHIBIT 10

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Claude Lambert and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 prepare, execute in the undersigned’s name and on the undersigned’s behalf and/or as an officer and/or director of BigPoint Holding AG, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) and/or 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) or any rule or regulation of the SEC;

 

(2)                                 execute for and on behalf of the undersigned, in the undersigned’s individual capacity and/or as an officer and/or director of Careal Holding AG and/or as an officer and/or director of BigPoint Holding AG, such forms as may be required to be filed from time to time with the SEC with respect to Sections 13(d) and 16(a) of the Act and the rules thereunder, including without limitation, Schedule 13D, Schedule 13G and statements on Form 3, Form 4 and Form 5, and any amendments thereto;

 

(3)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G and Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D, Schedule 13G and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities of CA, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23th day of November, 2015

 

	/s/ Martin Haefner
	Signature
	Martin Haefner
	Print Name
	In his individual capacity, as Chairman of Careal Holding AG and as Director of BigPoint Holding AG