-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JOrV/QWG6wkCKXQ6mKnZOeB2hul5TLyV+kJAbN2uskY594fTMdJE9EO4ulSoJmH1 6hTrH+ZRkMdBoxJws/2mWA== 0000950150-98-000314.txt : 19980309 0000950150-98-000314.hdr.sgml : 19980309 ACCESSION NUMBER: 0000950150-98-000314 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980306 SROS: NYSE SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-06907 FILM NUMBER: 98558628 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 14D9/A 1 SCHEDULE 14D-9, AMENDMENT NO. 6 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 6 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ COMPUTER SCIENCES CORPORATION (NAME OF SUBJECT COMPANY) COMPUTER SCIENCES CORPORATION (NAME OF PERSON FILING STATEMENT) ------------------------ COMMON STOCK, PAR VALUE $1.00 PER SHARE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS (TITLE OF CLASS OF SECURITIES) ------------------------ 20536310-4 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ HAYWARD D. FISK, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY COMPUTER SCIENCES CORPORATION 2100 EAST GRAND AVENUE EL SEGUNDO, CALIFORNIA 90245 (310) 615-0311 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT) ------------------------ Copies to: RONALD S. BEARD, ESQ. GIBSON, DUNN & CRUTCHER LLP 333 SOUTH GRAND AVENUE LOS ANGELES, CA 90071-3197 (213) 229-7000 ================================================================================ 2 This Statement amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on February 26, 1998, as amended (the "Schedule 14D-9"), relating to the offer by CAI Computer Services Corp., a Delaware corporation and a wholly owned subsidiary of Computer Associates International, Inc., a Delaware corporation, to purchase all of the issued and outstanding shares of common stock, par value $1.00 per share, including associated Series A Junior Participating Preferred Stock Purchase Rights (the "Shares"), of Computer Sciences Corporation, a Nevada corporation (the "Company"), for an amount equal to $108.00 per Share, net to the seller in cash, without interest. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS (a)(1) Press release issued by the Company dated February 19, 1998.+ (a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+ (a)(3) Press release issued by the Company, dated March 2, 1998.+ (a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March 2, 1998.+ (a)(5) Press release issued by the Company, dated March 4, 1998.+ (a)(6) Materials disseminated by the Company on March 4, 1998.+ (a)(7) Company statement, dated March 5, 1998.* (c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+ (c)(2) The Company's Supplemental Executive Retirement Plan, as amended and restated effective as of February 27, 1998.+ (c)(3) The Company's Severance Plan for Senior Management and Key Employees, as amended and restated effective as of February 18, 1998.+ (c)(4) Rights Agreement dated as of February 18, 1998 by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+ (c)(5) The Company's Deferred Compensation Plan, as amended and restated effective as of February 2, 1998.+ (c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+ (c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation, case no. CV-S-98-00278-LDG.+ (c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(9) Brief in Support of Motion for Expedited Hearing on Claims for Declaratory Relief and on the Merits of the Relief Requested in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(11) Supplemental and Amended Complaint in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and Practices in violation of California Business and Professions Code Sections 17200 et seq.; (2) Economic Duress; (3) Intentional Interference with Prospective Economic Advantage and Contractual Relations; and (4) Conspiracy in Computer Sciences Corporation v. Computer Associates International, Inc., case no. BC186394.+ (c)(13) Form of Stock Option Agreement.+ (c)(14) Form of Restricted Stock Agreement.+ 2 3 (c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as amended and restated as of February 18, 1998, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+ (c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and restated effective February 2, 1998.+ (c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(18) Order of the United States District Court for the District of Nevada, dated February 26, 1998.+ (c)(19) Complaint for (1) violation of federal securities laws, (2) misappropriation of trade secrets, (3) conspiracy to misappropriate trade secrets, (4)interference with advantageous business relations, (5) conspiracy to interfere with advantageous business relations, (6) breach of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and (8) unfair competition in Computer Sciences Corporation v. Computer Associates International, Inc., CAI Computer Services Corp., Bear, Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar (Case No. 98-1440 ABC)+ - ------------------------ + Previously filed. * Filed herewith. 3 4 SIGNATURE After reasonable 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. COMPUTER SCIENCES CORPORATION By: /s/ VAN B. HONEYCUTT ------------------------------------ Van B. Honeycutt Chairman, President and Chief Executive Officer Dated: March 5, 1998 4 5 EXHIBIT INDEX (a)(1) Press release issued by the Company, dated February 19, 1998.+ (a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+ (a)(3) Press release issued by the Company, dated March 2, 1998.+ (a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March 2, 1998.+ (a)(5) Press release issued by the Company, dated March 4, 1998.+ (a)(6) Materials disseminated by the Company on March 4, 1998.+ (a)(7) Company statement, dated March 5, 1998.* (c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+ (c)(2) The Company's Supplemental Executive Retirement Plan, as amended and restated effective as of February 27, 1998.+ (c)(3) The Company's Severance Plan for Senior Management and Key Employees, as amended and restated effective as of February 18, 1998.+ (c)(4) Rights Agreement dated as of February 18, 1998 by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+ (c)(5) The Company's Deferred Compensation Plan, as amended and restated effective as of February 2, 1998.+ (c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+ (c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation, case no. CV-S-98-00278-LDG.+ (c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(9) Brief in Support of Motion for Expedited Hearing on Claims for Declaratory Relief and on the Merits of the Relief Requested in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(11) Supplemental and Amended Complaint in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and Practices in violation of California Business and Professions Code Sections 17200 et seq.; (2) Economic Duress; (3) Intentional Interference with Prospective Economic Advantage and Contractual Relations; and (4) Conspiracy in Computer Sciences Corporation v. Computer Associates International, Inc., case no. BC186394.+ (c)(13) Form of Stock Option Agreement.+ (c)(14) Form of Restricted Stock Agreement.+ (c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as amended and restated as of February 18, 1998, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+ (c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and restated February 2, 1998.+ (c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer Sciences Corporation.+ (c)(18) Order of the United States District Court for the District of Nevada, dated February 26, 1998.+ (c)(19) Complaint for (1) violation of federal securities laws, (2) misappropriation of trade secrets, (3) conspiracy to misappropriate trade secrets, (4)interference with advantageous business relations, (5) conspiracy to interfere with advantageous business relations, (6) breach of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and (8) unfair competition in Computer Sciences Corporation v. Computer Associates International, Inc., CAI Computer Services Corp., Bear, Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar (Case No. 98-1440 ABC)+ - ------------------------ + Previously filed. * Filed herewith. 5 EX-99.(A)(7) 2 COMPANY STATEMENT, DATED MARCH 5, 1998 1 EXHIBIT (a)(7) Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 NEWS RELEASE Contact: Bruce Plowman FOR IMMEDIATE RELEASE Spencer Davis Moved On PR Newswire 310.615.0311 March 5, 1998 [CSC LOGO] CSC'S RESPONSE TO CA'S LETTER OF MARCH 5, 1998 EL SEGUNDO, Calif., March 5 -- Computer Sciences Corporation (NYSE:CSC) issued the following statement today: "Computer Sciences Corporation today acknowledged that it has seen a letter dated March 5, 1998, from Charles B. Wang, Chairman and CEO of Computer Associates International, Inc. (NYSE:CA). The letter, addressed to Van B. Honeycut, Chairman, President and CEO of CSC, indicated that CA would not extend its $108 per share tender offer beyond its March 16, 1998 expiration date. CSC reiterated that its Board of Directors voted unanimously to reject Computer Associates' tender offer and to not enter into negotiations with CA. CSC said that CA's offer falls far short of rewarding CSC stockholders for the value of the company and that any effort to combine CSC and CA does not make business sense. Computer Sciences said that it is calling upon Computer Associates to immediately terminate its tender offer and stockholder solicitation activities in order to eliminate any uncertainty as to CA's intentions." CSC had $6.3 billion in revenues for the 12 months ended December 26, 1997. The company has nearly 44,000 employees in more than 600 offices worldwide and provides clients with a wide range of professional services, including management consulting, information systems consulting and integration, and operations support. More information about Computer Sciences Corporation is available at http://www.csc.com. -----END PRIVACY-ENHANCED MESSAGE-----