-----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, U1jJk5HnhDaO52QZtsaAgs+tQqZ2VpFOSYbLkmEIdVO6IFVjJ648W1AlJ9iSOtyM 6orp+a4dKJorTlvP3iMlfA== 0000356028-99-000023.txt : 19990624 0000356028-99-000023.hdr.sgml : 19990624 ACCESSION NUMBER: 0000356028-99-000023 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990528 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: 99636798 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. 7 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 11749 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, as previously amended (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 May 28, 1999, Computer Associates issued the press release attached hereto as Exhibit (a)(16). The information set forth in the press release is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(16) Text of press release issued by Computer Associates dated May 28, 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 28, 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)(16) Text of press release issued by Computer Associates dated May 28, 1999. EX-99.A.16 2 Contacts: Doug Robinson - Investor Relations (516) 342-2745 dougr@cai.com COMPUTER ASSOCIATES TENDER OFFER FOR PLATINUM CLOSES WITH MORE THAN 98 PERCENT ACCEPTANCE ISLANDIA, N.Y., May 28, 1999 - Computer Associates International, Inc. (NYSE: CA) today announced the expiration of the tender offer by its wholly owned subsidiary, HardMetal, Inc., for all of the outstanding shares of PLATINUM technology International, inc. (NASDAQ: PLAT) common stock at a price of $29.25 per share in cash. The offer expired at 12:00 midnight New York time on Thursday, May 27, 1999, and all shares validly tendered (and not properly withdrawn) prior to the expiration have been accepted for payment and will be paid promptly. Approximately 108.6 million shares were tendered in the offer prior to its expiration, which constitutes approximately 98 percent of the total number of outstanding shares of common stock of PLATINUM. The pending merger of PLATINUM and HardMetal, Inc. will become effective as soon as practicable after the satisfaction of the conditions set forth in, and subject to the terms of the Agreement and Plan of Merger among PLATINUM, HardMetal, Inc. and Computer Associates. Once the pending merger becomes effective, PLATINUM will become a wholly owned subsidiary of Computer Associates. 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 e-mail info@cai.com. CA's World Wide Web address is www.cai.com. -----END PRIVACY-ENHANCED MESSAGE-----