-----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, TdeuGsCRi8VgpHXXb8kVcmGoi9bMPNWhEM0966nfs5QwoPnThn+37OuGvqhq+qF7 WoJBrZuvZg7/Hxxq3YFu6A== 0000356028-99-000020.txt : 19990624 0000356028-99-000020.hdr.sgml : 19990624 ACCESSION NUMBER: 0000356028-99-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990526 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: 99634854 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. 6 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 ----------------------------------------------------------------------- May 25, 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, as previously amended (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 May 25, 1999, Computer Associates issued the press release attached hereto as Exhibit 16. The information set forth in the press release is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 16 Text of press release issued by Computer Associates dated May 25, 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: May 25, 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 16 Text of press release issued by Computer Associates dated May 25, 1999. EX-99.16 2 Contact: Doug Robinson - Investor Relations Bob Gordon - Public Relations (516) 342-2745 (516) 342-2391 dougr@cai.com bobg@cai.com COMPUTER ASSOCIATES RECEIVES U.S. JUSTICE DEPARTMENT CLEARANCE FOR PLATINUM TECHNOLOGY ACQUISITION Tender Offer Extended To May 27, 1999 ISLANDIA, N.Y., May 25, 1999--Computer Associates International, Inc. (NYSE: CA) announced today that it has reached an agreement with the U.S. Department of Justice that will permit CA to complete its $3.5 billion acquisition of Platinum technology International, inc. CA also announced that HardMetal, Inc., a wholly-owned merger subsidiary of CA, is extending its cash offer to purchase all outstanding shares of common stock of Platinum technology International, inc. for $29.25 until 12:00 midnight, New York City time, on Thursday, May 27, 1999. "We are pleased that the Department of Justice has cleared our acquisition and we appreciate the effort made by the Department to review this matter expeditiously", said Sanjay Kumar, CA's president and chief operating officer. "After reviewing hundreds of products, the agreement with the Justice Department will result in the sale of a few Platinum mainframe products under the supervision of a court appointed trustee. We can now move forward with our plans for Platinum technology and to achieve the synergies that hold much promise for our clients." As a consequence of the extension of the expiration date, holders of Platinum common stock may tender or withdraw shares until 12:00 midnight, New York City time, on Thursday, May 27, 1999, unless the offer is further extended. The offer was previously scheduled to expire on May 25, 1999. Based on the latest count of tendered shares, approximately 76,941,698 shares of Platinum technology International, inc. common stock have been validly tendered and not withdrawn pursuant to the tender offer. The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth Avenue, New York, NY 10010, telephone (212) 929-5500 or (800) 322-2885. PLATINUM technology International, inc. (Nasdaq: PLAT) provides software products and consulting services that help Global 10,000 companies manage and improve their IT infrastructures-including systems and database management, e-commerce, application infrastructure management, data warehousing, knowledge management, decision support, and year 2000 reengineering. The 12-year-old company has more than 120 offices across six continents. 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 14,000 employees and had revenue of $5.3 billion in fiscal year 1999. 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. -----END PRIVACY-ENHANCED MESSAGE-----