-----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, IborI13FTk+mHA/f0SNjorg6HvdQMyen8+op9d2nSCam43DhXfDiunpHLt+Iaxwl jtvPNNXEbQM8x42sqBQh2w== 0000356028-99-000011.txt : 19990419 0000356028-99-000011.hdr.sgml : 19990419 ACCESSION NUMBER: 0000356028-99-000011 CONFORMED SUBMISSION TYPE: SC 13D/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 13D/A SEC ACT: SEC FILE NUMBER: 005-43199 FILM NUMBER: 99596213 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 13D/A BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PLATINUM technology International, inc. ----------------------------------------------------------------------- (Name of Issuer) 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) 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) COPIES TO: SCOTT F. SMITH, ESQ. HOWARD, SMITH & LEVIN LLP 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 ----------------------------------------------------------------------- March 29, 1999 ----------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box < >. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) Computer Associates International, Inc. ("Computer Associates") and its wholly owned subsidiary, HardMetal, Inc., hereby amend and supplement their Schedule 13D, originally filed on April 2, 1999 (the "Schedule 13D"), with respect to PLATINUM technology International, inc. Capitalized terms not defined in this Amendment have the meanings assigned to them in the Schedule 13D. Item 4. Purpose of the Transaction. The response to Item 4 is hereby amended and supplemented as follows: On April 15, 1999, Computer Associates issued the press release attached hereto as Exhibit 11. The information set forth in the press release is incorporated herein by reference. The response to Item 4 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 7. Material to be Filed as Exhibits. 11 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 11 Text of press release issued by Computer Associates dated April 15, 1999. EX-99.11 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-----