-----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, OnjDGr1/I7kTptPs3GKpUhgVaZ6+b/MptxUkEUSwLUU7IZ3JdPYqR8Ve5GEE49VT U+SMXT/dcJPzi0OMsX9ftA== 0000356028-94-000012.txt : 19940623 0000356028-94-000012.hdr.sgml : 19940623 ACCESSION NUMBER: 0000356028-94-000012 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASK GROUP INC CENTRAL INDEX KEY: 0000354797 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 942250034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34725 FILM NUMBER: 94535230 BUSINESS ADDRESS: STREET 1: 2880 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95052-8013 BUSINESS PHONE: 408-562-8800 MAIL ADDRESS: STREET 1: P.O. BOX 58013 CITY: SANTA CLARA STATE: CA ZIP: 95052 FORMER COMPANY: FORMER CONFORMED NAME: ASK COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASK GROUP INC CENTRAL INDEX KEY: 0000354797 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 942250034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34725 FILM NUMBER: 94535231 BUSINESS ADDRESS: STREET 1: 2880 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95052-8013 BUSINESS PHONE: 408-562-8800 MAIL ADDRESS: STREET 1: P.O. BOX 58013 CITY: SANTA CLARA STATE: CA ZIP: 95052 FORMER COMPANY: FORMER CONFORMED NAME: ASK COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: 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: 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. 4 TO SCHEDULE 14D-1 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 THE ASK GROUP, INC. _______________________________________________________________________ (Name of Subject Company) SPEEDBIRD MERGE, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. _______________________________________________________________________ (Bidder) COMMON STOCK, PAR VALUE $0.01 PER SHARE _______________________________________________________________________ (Title of Class of Securities) 001903103 _______________________________________________________________________ (CUSIP Number of Class of Securities) SANJAY KUMAR SPEEDBIRD MERGE, INC. 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: JOHN P. GOURARY, ESQ. HOWARD, DARBY & LEVIN 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 _______________________________________________________________________ May 25, 1994 (Date Tender Offer First Published, Sent or Given to Security Holders) _______________________________________________________________________ Page 1 of 5 pages Exhibit Index on page 4 2 Computer Associates International, Inc. (the "Buyer") and its wholly owned subsidiary, Speedbird Merge, Inc., hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D, originally filed on May 25, 1994, as amended (the "Statement"), with respect to an offer to purchase all outstanding shares of common stock, par value $0.01 per share, of The ASK Group, Inc., a Delaware corporation, as set forth in this Amendment No. 4. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 10. ADDITIONAL INFORMATION. On June 22, 1994, the Cartel Office of the Federal Republic of Germany issued a letter dated June 22, 1994 stating that it had investigated the proposed merger of the business operations of the Buyer (and its affiliates) with those of the Company (and its affiliates) and that it had determined that the prerequisites for a prohibition of such merger were not met. The Buyer issued a press release on June 22, 1994 disclosing this, a copy of which is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11)Text of press release issued by the Buyer dated June 22, 1994. 3 SIGNATURE After due 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. Dated: June 22, 1994 SPEEDBIRD MERGE, 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)(11) Text of press release issued by the Buyer dated June 22, 1994. EX-99.A.11 2 Exhibit 99(a)(11) Contact: Deborah Coughlin, (516) 342-2173 Vice President-Investor Relations CA OBTAINS CLEARANCE FROM GERMANY IN TENDER OFFER FOR THE ASK GROUP SHARES ISLANDIA, N.Y., June 22, 1994--Computer Associates International, Inc. (NYSE: CA) was granted clearance today by the Cartel Office of the Federal Republic of Germany with respect to its tender offer for shares of The ASK Group, INC. (NASDAQ: ASKI). The tender offer will expire at 12:00 midnight, New York time, tonight, (Wednesday, June 22, 1994), unless extended. Computer Associates International, Inc. (NYSE: CA), with 7,000 employees around the world, is the leading software company for integrated systems, database management, business applications and application development solutions. These programs operate across a full spectrum of mainframe, midrange and desktop computers. Founded in 1976, CA became a public company in 1981, and now serves most of the world's major business, government, research and educational organizations. Fiscal 1994 revenues exceeded $2.1 billion. -----END PRIVACY-ENHANCED MESSAGE-----