-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A88EWhCgLTYzNS3UxTmnlZhruINQChAFsQb7oVVbMPn/pqWguAzLkx/sedyO4Qc9 DhrEGii6fiMXPNjeAw7J+Q== 0000356028-95-000011.txt : 19950721 0000356028-95-000011.hdr.sgml : 19950721 ACCESSION NUMBER: 0000356028-95-000011 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950719 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGENT CORP CENTRAL INDEX KEY: 0000845607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 251589745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40253 FILM NUMBER: 95554722 BUSINESS ADDRESS: STREET 1: 575 HERNDON PKWY CITY: HERNDON STATE: VA ZIP: 22070-5226 BUSINESS PHONE: 7037083000 FORMER COMPANY: FORMER CONFORMED NAME: MD ACQUISITION CORP DATE OF NAME CHANGE: 19890328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGENT CORP CENTRAL INDEX KEY: 0000845607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 251589745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40253 FILM NUMBER: 95554723 BUSINESS ADDRESS: STREET 1: 575 HERNDON PKWY CITY: HERNDON STATE: VA ZIP: 22070-5226 BUSINESS PHONE: 7037083000 FORMER COMPANY: FORMER CONFORMED NAME: MD ACQUISITION CORP DATE OF NAME CHANGE: 19890328 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 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 TO SCHEDULE 14D-l TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 LEGENT CORPORATION ____________________________________________________________________ (Name of Subject Company) VR126, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. ____________________________________________________________________ (Bidder) COMMON STOCK, $.01 PAR VALUE PER SHARE ____________________________________________________________________ (Title of Class of Securities) 52465R109 ____________________________________________________________________ (CUSIP Number of Class of Securities) SANJAY KUMAR VR126, INC. C/O COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NEW YORK 11788-7000 (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 ____________________________________________________________________ June 1, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) ____________________________________________________________________ Page 1 of 4 Pages Exhibit Index begins on Page 4 2 Computer Associates International, Inc. and its wholly- owned subsidiary, VR126, Inc., hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D, originally filed on June 1, 1995 and amended by Amendment No. 1 filed on June 16, 1995, Amendment No. 2 filed on June 26, 1995, Amendment No. 3 filed on July 6, 1995 and Amendment No. 4 filed on July 17, 1995 (the "Statement"), with respect to an offer to purchase all outstanding shares of common stock, $.01 par value per share, of Legent Corporation, as set forth in this Amendment No. 5. Capitalized terms not defined in this Amendment No. 5 have the meanings assigned to them in the Statement. Item 10. Additional Information. The response to Item 10 is hereby amended and supplemented as follows: On July 18, 1995, Computer Associates issued the press release attached hereto as Exhibit (a)(13). The information set forth in the press release is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(13) Text of press release issued by Computer Associates dated July 18, 1995. 3 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: July 19, 1995 VR126, INC. By/s/ Belden A. Frease ------------------------- Name: Belden A. Frease Title: Vice President and Secretary COMPUTER ASSOCIATES INTERNATIONAL, INC. By/s/ Belden A. Frease ------------------------ Name: Belden A. Frease Title: Senior Vice President and Secretary 4 EXHIBIT INDEX Exhibit Number Exhibit Name - ------- ------------ (a)(13) Text of press release issued by Computer Associates dated July 18, 1995. EX-99.A.13 2 Contact:Douglas Robinson - CA Investor Relations, (516) 342-2745 COMPUTER ASSOCIATES EXTENDS TENDER OFFER FOR LEGENT CORPORATION ISLANDIA, NY, July 18, 1995 -- Computer Associates International, Inc. (NYSE: CA) announced today that VR126, Inc., a wholly-owned subsidiary of Computer Associates, is extending its offer to purchase all outstanding shares of common stock of Legent for $47.95 per share in cash until 12:00 Midnight, New York City time, on Friday, July 21, 1995. The extension of the offer is being made to allow the Antitrust Division of the United States Department of Justice time to complete its investigation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with Computer Associates' ongoing tender offer. As a consequence of the extension of the expiration date, holders of Legent common stock may tender or withdraw shares until 12:00 Midnight, New York City time, on Friday, July 21, 1995, unless the offer is further extended. The tender offer was previously scheduled to expire on July 20, 1995. Based on the latest count of tendered shares, approximately 17,851,459 shares of Legent common stock have been validly tendered and not withdrawn pursuant to the tender offer. # # # -----END PRIVACY-ENHANCED MESSAGE-----