-----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, JW/FrvcleEP6ZAhXgWaXHgKNVQSz1Smlc4ZIfDXyFsLURE3MM/XAExhh8BNVg2UP vJ0IcXFHwDGV0CiSqH1gaw== 0001047469-98-007556.txt : 19980226 0001047469-98-007556.hdr.sgml : 19980226 ACCESSION NUMBER: 0001047469-98-007556 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980225 SROS: NASD GROUP MEMBERS: CAI COMPUTER SERVICES CORP. GROUP MEMBERS: COMPUTER ASSOCIATES INTERNATIONAL INC 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-06907 FILM NUMBER: 98548975 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 ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 SC 14D1/A 1 SCHEDULE 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 COMPUTER SCIENCES CORPORATION (Name of Subject Company) ------------------------------ CAI COMPUTER SERVICES CORP. COMPUTER ASSOCIATES INTERNATIONAL, INC. (Bidder) 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) SANJAY KUMAR PRESIDENT AND CHIEF OPERATING OFFICER C/O COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NEW YORK 11788-7000 TELEPHONE: (516) 342-5224 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------------------ COPIES TO: SCOTT F. SMITH, ESQ. HOWARD, DARBY & LEVIN 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on February 17, 1998, as amended (the "Schedule 14D-1"), relating to the offer by CAI Computer Services Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), to purchase all outstanding shares of Common Stock, par value $1.00 per Share, of Computer Sciences Corporation, a Nevada corporation, together with (unless and until the Purchaser declares that the Rights Condition has been satisfied) the Series A Junior Participating Preferred Stock Purchase Rights associated therewith, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 17, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal, at a purchase price of $108 per Share (and associated Right) net to the tendering stockholder in cash, without interest thereon. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. On February 24, 1998, Computer Associates sent a letter to Computer Sciences Corporation Chairman Van Honeycutt. A copy of the letter is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. On February 25, 1998, Computer Associates issued a press release outlining actions Computer Associates is taking to prevent Computer Sciences Corporation's management and directors from interfering with shareholders' rights to accept Computer Associates' all-cash $108 per share offer. A copy of the press release is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Text of letter sent to Van Honeycutt by Computer Associates dated February 24, 1998. (a)(12) Text of press release issued by Computer Associates dated February 25, 1998.
SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 25, 1998 CAI COMPUTER SERVICES CORP. By /s/ PETER SCHWARTZ ----------------------------------------- Name: Peter Schwartz Title: Vice President and Treasurer COMPUTER ASSOCIATES INTERNATIONAL, INC. By /s/ PETER SCHWARTZ ----------------------------------------- Name: Peter Schwartz Title: Senior Vice President and Chief Financial Officer 2 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME - ----------- ----------------------------------------------------------------------------------------------------- (a)(11) Text of letter sent to Van Honeycutt by Computer Associates dated February 24, 1998. (a)(12) Text of press release issued by Computer Associates dated February 25, 1998.
3 EX-99.(A)(11) 2 EXHIBIT (A)(11) Exhibit (a)(11) Letter To Computer Sciences Corporation February 24, 1998 VIA FAX TO (310) 615-3950 Mr. Van B. Honeycutt Chairman and CEO Computer Sciences Corporation 2100 East Grand Street El Segundo, CA 90245 Dear Van: Sanjay and I thank you for your letter of February 19. We have previously addressed with you the business operation and people points outlined in your letter. Since we have already, as well, set forth our views in letters to you on February 6 and 10, we do not see a purpose in debating the points or what you have said to us in the past. We also agree with your last comment -- that we should move on -- and promptly put the issue to the shareholders in a fair referendum. We also want to confirm again to you our commitments: TO CSC MANAGEMENT AND EMPLOYEES: CA is committed to continue CSC's business with the same management and people. Because we value tremendously what they have accomplished, we have already stated that we intend to retain all CSC employees. We are excited about what more we can accomplish together when combining CSC's people with CA's superior software products and people. TO CSC CLIENTS (MANY OF WHOM WE ALREADY SHARE): We are committed to maintaining the highest quality service in the best CSC tradition. Many of the clients we have spoken with have expressed enthusiasm for the benefits they would receive from a combination of our businesses. We look forward to enhancing the product offerings and services that a combined CA/CSC will be able to provide. TO CSC SHAREHOLDERS: We are committed to allowing the CSC shareholders the opportunity to decide whether to accept our offer in a fair referendum at the earliest possible date. We believe that our offer is fair and adequate. Just two months ago, your stock was trading in the low $80s, which then represented an all time high. In fact, your stock price has increased very slowly over the last two years. Our offer is at a substantial premium to your current and historical prices, and we believe it will prove very attractive to your shareholders. While we still prefer a negotiated transaction, alternatively, we would encourage you and Computer Sciences' Board of Directors to put our unilateral offer to the CSC shareholders without delay. In this way, both companies will be able to move on -- into the next millennium as a world class information solutions provider. Very truly yours, /s/ Charles B. Wang Charles B. Wang Chairman and Chief Executive Officer cc: Board of Directors of Computer Sciences Corporation * * * * * * * * * Computer Associates and the Computer Associates Nominees are participants in the solicitation of consents, proxies and agent designations from Computer Sciences Corporation shareholders. The Computer Associates nominees are Charles B. Wang, Sanjay Kumar, Russell Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P. McWade, Ira Zar, Michael A. McElroy, David Kaplan, Robert Toth, Richard Chiarello, Lisa Savino, Gary Quinn, Abraham Poznanski and Douglas Robinson. None of the Computer Associates Nominees will receive any additional compensation for their participation in this solicitation. Computer Associates own, through a wholly owned subsidiary, 170,000 shares of common stock of Computer Sciences Corporation. None of the Computer Associates Nominees owns any shares of Computer Sciences common stock. Computer Associates has also retained Bear, Stearns & Co. Inc. and its affiliates ("Bear Stearns") to provide certain financial advisory services o Computer Associates. Bear Stearns is acting as Dealer Manager in connection with the Offer and as financial advisor to Computer Associates and CAI Computer Services Corp., a wholly owned subsidiary of Computer Associates, in connection with the proposed acquisition of the Company, but Bear Stearns has not been retained to specifically assist in this solicitation. Computer Associates is obligated to pay to Bear Stearns, if, s more fully described in the engagement letter relating to Bear Stearns' engagement, during the term of the engagement or within 12 months thereafter Computer Associates acquires the Company or more than 50% of its outstanding voting securities, a fee of $5 million and a fee of $1 llion (which will be credited against such $5 million fee) if Computer Associates requests Bear Stearns to render a customary fairness opinion. Bear Stearns is also entitled to act as sole lead underwriter, placement agreement and financial advisor in connection with certain debt and equity financings (and certain refinancings) and certain asset sales for a specified period following the acquisition and to receive fees in connection therewith. In addition, Computer Associates has agreed to reimburse Bear Stearns for its reasonable expenses, including reasonable fees and disbursements of its counsel, incurred in rendering its services under its engagement agreement with Computer Associates and has agreed to indemnify Bear Stearns against certain liabilities and expenses in connection with the Offer and the Proposed Merger, including certain liabilities under the federal securities laws. Bear Stearns from time to time renders various investment banking services to Computer Associates and its affiliates for which it is paid customary fees. In connection with Bear Stearns' engagement as financial advisor, Computer Associates anticipates that Michael J. Urfirer, Senior Managing Director of Bear Stearns, Lisa M. Price, Senior Managing Director of Bear Stearns and Barry J. Cohen, Senior Managing Director of Bear Stearns, none of whom will receive additional compensation for such solicitation, may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are shareholders for the purpose of assisting in this solicitation. Bear Stearns will not receive any fee for, or in connection with, such solicitation activities by its employees apart from the fees it is otherwise entitled to receive as described above. None of the above-named employees of Bear Stearns owns any shares of Computer Sciences Corporation common stock. EX-99.(A)(12) 3 EXHIBIT (A)(12) Exhibit (a) (12) Contact: Bob Gordon, CA Doug Robinson, Investor Relations (516) 342-2391 (516) 342-2745 bobg@cai.com dougr@cai.com CA ACTS TO PREVENT CSC MANAGEMENT'S INTERFERENCE WITH SHAREHOLDER RIGHTS ISLANDIA, N.Y., February 25, 1998--In a letter to shareholders of Computer Sciences Corporation, Charles B. Wang, Computer Associates Chairman and CEO, outlined actions CA is taking to prevent CSC's management and directors from interfering with shareholders' rights to accept CA's all-cash $108 per share offer. CA announced that its senior management will meet with CSC and CA stockholders to discuss the offer and the steps CA is taking to complete the offer. "Last Wednesday, CSC's directors adopted bylaw amendments with the intent of entrenching themselves and disenfranchising you, the owners of CSC," Mr. Wang stated. "They are seeking to make it virtually impossible for shareholders to amend the bylaws or remove a majority of the board. We are committed to giving you, the CSC shareholders, the opportunity to decide whether to accept our offer in a fair referendum at the earliest possible date." According to Mr. Wang, this action, along with the adoption of lucrative compensation packages for CSC executives, places the interest of CSC management ahead of the interests and rights of its shareholders. "We view the actions of the CSC Board as an unfortunate and extreme reaction to our offer," Mr. Wang said in his letter, posted at http://www.cai.com/csc. "We are confident that these actions will be dismantled by the court." On Monday, CA amended its complaint against CSC in Federal District Court in Nevada to strike the bylaw amendments. Yesterday, Mr. Wang stated in a letter to CSC Chairman and CEO Van B. Honeycutt, "We believe that our offer is fair and adequate. Just two months ago, your stock was trading in the low $80s, which then represented an all-time high. In fact, your stock price has increased very slowly over the last two years. Our offer is at a substantial premium to your current and historical prices, and we believe it will prove very attractive to your shareholders. While we still prefer a negotiated transaction, alternatively, we would encourage you and Computer Sciences' Board of Directors to put our unilateral offer to the CSC shareholders without delay." The full text of the letter is also available at http://www.cai.com/csc. . In connection with a lawsuit CSC filed in California State Court on Feb. 23, Mr. Wang stated, "I am surprised that Van let his advisors drag CSC down to this level of mudslinging. Each and every allegation in CSC's complaint is blatantly false, and we will address those claims in court. The important issue here is CA's all-cash offer for $108 per share, and the shareholders' right to decide. We plan to stay focused on combining CSC and CA, and expect CSC management to do the same." Mr. Wang added, "CA has every right to make an offer to buy CSC. We followed all the rules under the Federal Securities laws, and we resent CSC's allegation that such an offer would expose us to liability." "Over the last three years, the Standard & Poor's 500 has outperformed CSC stock," Mr. Wang said. "We have offered more than a 30 percent cash premium from CSC's share price at the time we started our discussions with Van. Our offer and commitment should be valued on the merits. CSC's Board has a fiduciary responsibility to allow the shareholders to vote on our proposal." CA's offer expires March 16, 1998 unless extended. CA is being represented by Bear, Stearns & Co. Inc., Howard Darby & Levin, and MacKenzie Partners, Inc. CSC has approximately 85 million shares outstanding on a fully diluted basis, and approximately $700 million of indebtedness, giving the transaction a total value of approximately $9.8 billion. Credit Suisse First Boston arranged financing through Bank of America, Chase Manhattan Bank and NationsBank for the CSC acquisition. Computer Associates International, Inc. (NYSE: CA), with headquarters in Islandia, N.Y., is the world leader in mission-critical business software. The company develops, licenses and supports more than 500 integrated products that include enterprise computing and information management, application development, manufacturing and financial applications. CA has over 11,000 people in 160 offices in 43 countries and had revenue of $4.5 billion in calendar year 1997. CA can be reached by visiting http://www.cai.com. on the World Wide Web, emailing info@cai.com, or calling 1-516-342-5224. * * * * * * * * * Computer Associates and the Computer Associates Nominees are participants in the solicitation of consents, proxies and agent designations from Computer Sciences Corporation shareholders. The Computer Associates nominees are Charles B. Wang, Sanjay Kumar, Russell Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P. McWade, Ira Zar, Michael A. McElroy, David Kaplan, Robert Toth, Richard Chiarello, Lisa Savino, Gary Quinn, Abraham Poznanski and Douglas Robinson. None of the Computer Associates Nominees will receive any additional compensation for their participation in this solicitation. Computer Associates own, through a wholly owned subsidiary, 170,000 shares of common stock of Computer Sciences Corporation. None of the Computer Associates Nominees owns any shares of Computer Sciences common stock. Computer Associates has also retained Bear, Stearns & Co. Inc. and its affiliates ("Bear Stearns") to provide certain financial advisory services o Computer Associates. Bear Stearns is acting as Dealer Manager in connection with the Offer and as financial advisor to Computer Associates and CAI Computer Services Corp., a wholly owned subsidiary of Computer Associates, in connection with the proposed acquisition of the Company, but Bear Stearns has not been retained to specifically assist in this solicitation. Computer Associates is obligated to pay to Bear Stearns, if, s more fully described in the engagement letter relating to Bear Stearns' engagement, during the term of the engagement or within 12 months thereafter Computer Associates acquires the Company or more than 50% of its outstanding voting securities, a fee of $5 million and a fee of $1 llion (which will be credited against such $5 million fee) if Computer Associates requests Bear Stearns to render a customary fairness opinion. Bear Stearns is also entitled to act as sole lead underwriter, placement agreement and financial advisor in connection with certain debt and equity financings (and certain refinancings) and certain asset sales for a specified period following the acquisition and to receive fees in connection therewith. In addition, Computer Associates has agreed to reimburse Bear Stearns for its reasonable expenses, including reasonable fees and disbursements of its counsel, incurred in rendering its services under its engagement agreement with Computer Associates and has agreed to indemnify Bear Stearns against certain liabilities and expenses in connection with the Offer and the Proposed Merger, including certain liabilities under the federal securities laws. Bear Stearns from time to time renders various investment banking services to Computer Associates and its affiliates for which it is paid customary fees. In connection with Bear Stearns' engagement as financial advisor, Computer Associates anticipates that Michael J. Urfirer, Senior Managing Director of Bear Stearns, Lisa M. Price, Senior Managing Director of Bear Stearns and Barry J. Cohen, Senior Managing Director of Bear Stearns, none of whom will receive additional compensation for such solicitation, may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are shareholders for the purpose of assisting in this solicitation. Bear Stearns will not receive any fee for, or in connection with, such solicitation activities by its employees apart from the fees it is otherwise entitled to receive as described above. None of the above-named employees of Bear Stearns owns any shares of Computer Sciences Corporation common stock. -----END PRIVACY-ENHANCED MESSAGE-----