-----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, AnHdq4dNoboxVdLoZ+wr2ZDxgrkXa9bydTsru4PO472EhYmTP7Wj1qudSPisQMW5 Pi+1os8PwET8xqzajzm+Hw== 0000356028-00-000005.txt : 20000218 0000356028-00-000005.hdr.sgml : 20000218 ACCESSION NUMBER: 0000356028-00-000005 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-08465 FILM NUMBER: 548552 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 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: 425 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 425 1 Filed by Computer Associates International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934 Subject Company: Sterling Software, Inc. Commission File No. 001-08465 February 14, 2000 Dear Sterling Software client: As you may have learned, Computer Associates today announced an agreement to acquire Sterling Software Inc. (http://www.ca.com/press/2000/02/sterling.htm). The planned merger is very exciting to everyone involved in both companies. By combining two world-class organizations with complementary technology, philosophies and values, we will be in a position to extend our global leadership in the delivery of software and services that enable faster, better, safer and more reliable eBusiness computing. Many of you may know CA from our leadership in key technology areas such as enterprise management and Internet security. In addition to these high growth markets, we are extremely focused on being the leading provider in storage and network management, business intelligence and portal solutions, and in the design, deployment and integration of enterprise applications. CA's business, built on a combination of world-class technology and high value-added consulting services, will immediately benefit from complementary technology and services from Sterling Software, helping you exploit the incredible opportunities afforded by the Internet era. Both Sterling Williams, the president and CEO of Sterling Software, and I are committed to making this transition and merger the best the industry has ever seen. While the next few months will be filled with intense discussion about integration opportunities, product strategies and plans for the combined company, our number one priority is to provide superior service, support, and an open line of communication to our clients. We invite you to contact us at www.ca.com/sterlingclient for any assistance during this transition, or on how we might engage your organization to more effectively support your business. We look forward to a long and productive partnership. Sincerely, Sanjay Kumar President and Chief Operating Officer We urge investors and security holders to read the following documents, when they become available, regarding the exchange offer and the merger (described above), because they will contain important information: - - Computer Associates' preliminary prospectus, prospectus supplements, final prospectus, and tender offer material. - - Computer Associates' Registration Statement on Form S-4 and Schedule TO containing or incorporating by reference such documents and other information. - - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9. These documents and amendments to these documents will be filed with the United States Securities and Exchange Commission. When these and other documents are filed with the SEC, they may be obtained free at the SEC's web site at www.sec.gov. You may also obtain for free each of these documents (when available) from Computer Associates by directing your request to Investor Relations at www.ca.com/invest/questions or by fax at 631-342-6864, or from Sterling Software by directing your request to investor@sterling.com or by fax at (214) 981-1215. -----END PRIVACY-ENHANCED MESSAGE-----