-----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, CJ9PwwRMRXYm1HwK3xga3boKysl7sIPBmnzBHNqKicJ0mRgqhyQbF9V0baRkTlAP LR9AEEpZs1FDpSdu3fN3Hg== 0000356028-96-000012.txt : 19961106 0000356028-96-000012.hdr.sgml : 19961106 ACCESSION NUMBER: 0000356028-96-000012 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961104 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEYENNE SOFTWARE INC CENTRAL INDEX KEY: 0000738830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133175893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37554 FILM NUMBER: 96653928 BUSINESS ADDRESS: STREET 1: 3 EXPRESSWAY PLZ CITY: ROSLYN HEIGHTS STATE: NY ZIP: 11577 BUSINESS PHONE: 5164845110 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. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND CHEYENNE SOFTWARE, INC. - --------------------------------------------------------------------- (Name of Subject Company) TSE-TSEHESE-STAESTSE, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. - --------------------------------------------------------------------- (Bidder) COMMON STOCK, PAR VALUE $.01 PER SHARE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS - --------------------------------------------------------------------- (Title of Class of Securities) 166888107 - --------------------------------------------------------------------- (CUSIP Number of Class of Securities) SANJAY KUMAR TSE-TSEHESE-STAESTSE, 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 - --------------------------------------------------------------------- October 11, 1996 - --------------------------------------------------------------------- (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, Tse-tsehese-staestse, Inc., hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, originally filed on October 11, 1996 and amended by Amendment No. 1 filed on October 22, 1996 and Amendment No. 2 filed on October 25, 1996 (the "Statement"), with respect to an offer to purchase all outstanding shares of Common Stock, par value $.01 per share, including associated Preferred Share Purchase Rights, of Cheyenne Software, Inc. as set forth in this Amendment No. 3. Capitalized terms not defined in this Amendment No. 3 have the meanings assigned to them in the Statement. Item 9. Financial Statements of Certain Bidders. The response to Item 9 is hereby supplemented as follows: Amendment No. 1 to the Statement had attached to it as Exhibit (a)(9) a press release issued by Computer Associates. The information set forth in the press release was incorporated by reference into Item 9 of the Statement. The press release contained forward- looking information and indicated that such information was subject to the "safe harbor" under the Private Securities Litigation Reform Act of 1995. However, forward-looking statements that are issued in connection with the Offer are not subject to the safe harbor. Item 10. Additional Information The response to Item 10(e) is hereby supplemented as follows: On November 4, 1996 Computer Associates and the Company issued the joint press release attached hereto as Exhibit (a)(12).The information set forth in the joint press release is incorporated herein by reference. The response to Item 10(f) is hereby supplemented as follows: Notwithstanding anything to the contrary set forth in the Offer to Purchase, in response to any condition to the Offer not being satisfied, Merger Subsidiary may not upon expiration of the Offer (and without extending the period of time for which the Offer is open) delay acceptance for payment or payment for Shares until such time as such condition is satisfied or waived; provided that, subject to the applicable regulations of the Securities and Exchange Commission, Merger Subsidiary reserves the right, in its sole discretion (but subject to the terms of the Merger Agreement), at any time and from time to time, to delay acceptance for payment of, or, regardless of whether such Shares were theretofore accepted for payment, pay for, any Shares in order to comply with any applicable law. Item 11. Material to be Filed as Exhibits. (a)(12) Text of joint press release issued by Computer Associates and the Company dated November 4, 1996. 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: November 4, 1996 TSE-TSEHESE-STAESTSE, INC. 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 4 EXHIBIT INDEX Exhibit Number Exhibit Name - ------- ------------ (a)(12) Text of joint press release issued by Computer Associates and the Company dated November 4, 1996. EX-99.A.11 2 Exhibit 99 (a)(11) Contact: Doug Robinson Bob Gordon CA Investor Relations CA Public Relations (516) 342-2745 (516) 342-2391 dougr@mail.cai.com bobg@cai.com Elliot Levine - Cheyenne EVP/CFO (516) 465-4000 COMPUTER ASSOCIATES AND CHEYENNE ANNOUNCE HEARING DATE FOR MOTION TO ENJOIN; TENDER OFFER EXPECTED TO CLOSE THIS WEEK ISLANDIA, NY and ROSLYN HEIGHTS, NY, November 4, 1996 - Computer Associates International, Inc. (NYSE: CA) and Cheyenne Software, Inc. (AMEX:CYE) announced today that a hearing has been scheduled for November 6, 1996 in the Delaware Chancery Court on a motion to preliminarily enjoin consummation of CA s tender to acquire Cheyenne. The tender offer is scheduled to expire at midnight on Friday, November 8, 1996. Cheyenne and CA believe that the motion is without merit. The motion relates to an amendment to a purported class action complaint originally filed against Cheyenne and the members of Cheyenne s board of directors in April 1996. The complaint, as amended, alleges that Cheyenne s directors breached their fiduciary duties by rejecting an earlier request of McAfee Associates, Inc. to negotiate a merger of Cheyenne and McAfee and by agreeing to the proposed transaction with CA. It is further alleged in the amended complaint that Cheyenne s failure to disclose certain investment banker analyses constituted a breach of the directors duty of candor to Cheyenne s shareholders. The amended complaint also names CA as a party to the litigation. A copy of the amended complaint has been previously filed with the Securities and Exchange Commission as an exhibit to CA s Schedule 14D-1 and Cheyenne s Schedule 14D-9. Both Cheyenne and CA deny any wrongdoing and will defend the action vigorously. Computer Associates International, Inc. (NYSE: CA), with headquarters in Islandia, NY, is the world leader in mission-critical 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 9000 people in 130 offices in 40 countries and had revenue of more than $3.5 billion in fiscal year 1996. 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. Cheyenne Software, Inc. is an international developer of essential software solutions for NetWare, Windows NT, UNIX, Macintosh, OS/2, Windows 3.1 and Windows 95 operating systems. Its enterprise-wide offerings include an array of storage management, security, and communications products, including Cheyenne HSM, JETserve, InocuLAN, FAXserve, and its flagship product line, the ARCserve family of network backup software. Cheyenne can be contacted at (800) 243-9462 (U.S. or Canada) or (516) 465-4000, or by visiting its WWW home page at: http://www.cheyenne.com. -----END PRIVACY-ENHANCED MESSAGE-----