-----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, KwXy8azoHarDx3IXmVWKNk8Wnp7fiCQQ///w7d1u0bA16klkF6IPdY3ljTBBFpri SuNWbJxre9/mll1Cg7q7Bg== 0000356028-99-000010.txt : 19990419 0000356028-99-000010.hdr.sgml : 19990419 ACCESSION NUMBER: 0000356028-99-000010 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM TECHNOLOGY INTERNATIONAL INC CENTRAL INDEX KEY: 0000825703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 363509662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43199 FILM NUMBER: 99596208 BUSINESS ADDRESS: STREET 1: 1815 S MEYERS RD CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 6306205000 MAIL ADDRESS: STREET 1: 1815 S MEYERS RD CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: PLATINUM TECHNOLOGY INC DATE OF NAME CHANGE: 19940506 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. 1 TO SCHEDULE 14D-l TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PLATINUM technology International, inc. ----------------------------------------------------------------------- (Name of Subject Company) HARDMETAL, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. ----------------------------------------------------------------------- (Bidder) COMMON STOCK, PAR VALUE $.001 PER SHARE CLASS II SERIES A JUNIOR PARTICIPATING PREFERRED SHARE PURCHASE RIGHTS ----------------------------------------------------------------------- (Title of Class of Securities) 72764 T 101 ----------------------------------------------------------------------- (CUSIP Number of Class of Securities) SANJAY KUMAR HARDMETAL, INC. 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, SMITH & LEVIN LLP 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 ----------------------------------------------------------------------- APRIL 2, 1999 ----------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) Computer Associates International, Inc. ("Computer Associates") and its wholly owned subsidiary, HardMetal, Inc., hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, originally filed on April 2, 1999 (the "Statement"), with respect to an offer to purchase all outstanding shares of Common Stock, par value $.001 per share, including associated Preferred Share Purchase Rights, of PLATINUM technology International, inc. as set forth in the Statement. Capitalized terms not defined in this Amendment 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 April 15, 1999, Computer Associates issued the press release attached hereto as Exhibit (a)(10). The information set forth in the press release is incorporated herein by reference. Item 10(f) of the Statement is hereby further amended and supplemented by adding thereto the following: Merger Subsidiary further confirms, and the sections of the Offer to Purchase entitled "Acceptance for Payment and Payment" and "Certain Conditions of the Offer" are hereby amended to include a final paragraph, as follows: "Notwithstanding anything to the contrary herein, Merger Subsidiary cannot and will not assert any of the conditions set forth under "Certain Conditions of the Offer" (other than certain regulatory conditions as, and to the extent, permitted by applicable rules and regulations of the Commission) at any time after the Expiration Date." Item 11. Material to be Filed as Exhibits. (a)(10) Text of press release issued by Computer Associates dated April 15, 1999. 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: April 15, 1999 HARDMETAL, INC. By/s/ Ira H. Zar Name: Ira H. Zar Title: President and Assistant Treasurer COMPUTER ASSOCIATES INTERNATIONAL, INC. By/s/ Ira H. Zar Name: Ira H. Zar Title: Senior Vice President-Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit Name (a)(10) Text of press release issued by Computer Associates dated April 15, 1999. EX-99.A.10 2 Contacts: Doug Robinson, Investor Relations Bob Gordon, Public Relations (516) 342-2745 (516) 342-2391 dougr@cai.com bobg@cai.com JUSTICE DEPARTMENT REQUESTS FURTHER INFORMATION CONCERNING ACQUISITION OF PLATINUM TECHNOLOGY INTERNATIONAL INC., BY COMPUTER ASSOCIATES INTERNATIONAL, INC. ISLANDIA, N.Y., AND OAKBROOK TERRACE, IL, April 16, 1999--Computer Associates International, Inc. (NYSE: CA) and Platinum technology International inc. (NASDAQ: PLAT) announced today that the Antitrust Division of the United States Department of Justice (DOJ) has requested additional information and documents in connection with the DOJ's review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, of the $29.25 per share tender offer by HardMetal, Inc., a wholly-owned subsidiary of Computer Associates International, Inc., for all outstanding shares of common stock of Platinum technology International inc. ("Platinum"). The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Thursday, April 29, 1999, unless the offer is extended. Computer Associates and Platinum intend to respond to the request as promptly as possible. Computer Associates International, Inc. (NYSE: CA), the world leader in mission-critical business computing, provides software, support and integration services in more than 100 countries around the world. CA has more than 13,000 employees and had revenue of $5.1 billion in calendar year 1998. For more information about CA, please call 516-342-5224 or email info@cai.com. CA's World Wide Web address is www.cai.com. ### All referenced product names are trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----