-----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, ED164z3Hw0RiGKK4diRNvSy0Gge4cihbUlcTEPJlurMkFUkxZmfRymlA9cwuxOHW on2wD7VDmVIeEAykgIIZjA== 0000356028-99-000031.txt : 19990630 0000356028-99-000031.hdr.sgml : 19990630 ACCESSION NUMBER: 0000356028-99-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHS ELECTRONICS INC CENTRAL INDEX KEY: 0000924374 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 870435376 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48117 FILM NUMBER: 99654405 BUSINESS ADDRESS: STREET 1: 2000 NW 84TH AVE CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3057168273 MAIL ADDRESS: STREET 1: 2153 NW 86TH AVENUE CITY: MIAMI STATE: FL ZIP: 33122 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, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CHS ELECTRONICS, INC. (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 12 542 A-20-6 (CUSIP Number) Steven M. Woghin, Esq. Senior Vice President and General Counsel Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11788 (516) 342-5224 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 16, 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(b)(3) or (4), check the following box Page 1 of 5 Pages - --------------------------------- ------------------------- CUSIP No. 12542A-20-6 13D Page 2 of 5 Pages - --------------------------------- ------------------------- - ------- ------------------------------------------------------------------------ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Computer Associates International, Inc. - ------- ------------------------------------------------------------------------ 2 Check the Appropriate Box if a Member of a Group (See Instructions)(a) (b) - ------- ------------------------------------------------------------------------ 3 SEC Use Only - ------- ------------------------------------------------------------------------ 4 Sources of Funds (See Instructions) WC - ------- ------------------------------------------------------------------------ 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) - ------- ------------------------------------------------------------------------ 6 Citizenship or Place of Organization Delaware - ----------------------- ------ ------------------------------------------------- Number of Shares 7 Sole Voting Power 11,090,909 ------ ------------------------------------------------- Beneficially Owned by 8 Shared Voting Power 0 ------ ------------------------------------------------- Each 9 Sole Dispositive Power Reporting 11,090,909 ------ ------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ------- ------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 11,090,909 - ------- ------------------------------------------------------------------------ 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------- ------------------------------------------------------------------------ 13 Percent of Class Represented by Amount in Row (11) 16.04% - ------- ------------------------------------------------------------------------ 14 Type of Reporting Person (See Instructions) CO - ------- ------------------------------------------------------------------------ Item 3. Source and Amount of Funds or Other Consideration. The response to Item 3 is hereby amended and supplemented as follows: Pursuant to the terms of the Debenture Purchase Agreement, on May 26, 1999 the Issuer issued and delivered to Computer Associates, and Computer Associates purchased the Issuer's Convertible Debentures in the principal amount of $14,900,000 and the Warrant. Computer Associates paid the $14.9 million purchase price for the Convertible Debentures and the Warrant using working capital available to it. The $35.9 million balance of the Convertible Debentures was issued to and purchased by Computer Associates on June 16, 1999, by exchanging a demand promissory note issued by the Issuer to Computer Associates on June 1, 1999 for the Convertible Debenture. Computer Associates had loaned working capital available to it to the Issuer in consideration for the demand promissory note. Item 4. Purpose of Transaction. The response to Item 4 is hereby amended and supplemented as follows: Computer Associates purchased the Convertible Debentures in the principal amount of $14,900,000 and the Warrant on May 26, 1999, and purchased additional Convertible Debentures in the princpal amount of $35,100,000 on June 16, 1999 for investment purposes. Item 5. Interest in Securities of the Issuer. The response to Item 5 is hereby amended and supplemented as follows: As of the close of business on June 16, 1999, Computer Associates beneficially owned 11,090,909 shares of Common Stock, of which 9,090,909 shares of Common Stock are issuable upon conversion of the Convertible Debentures, and 2,000,000 shares of Common Stock are issuable upon exercise of the Warrant. Assuming full conversion of the Convertible Debentures and full exercise of the Warrant, such 11,090,909 shares represent approximately 16.04% of the outstanding shares of Common Stock (computed on the basis of 58,040,369 shares of Common Stock outstanding as of May 10, 1999 as specified in the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 1999, plus 11,090,909 shares issuable upon conversion of the Convertible Debentures and exercise of the Warrant). Computer Associates acquired beneficial ownership of the 11,090,909 Conversion Shares pursuant to the Debenture Purchase Agreement dated May 26, 1999 between the Issuer and Computer Associates, a copy of which is attached as Exhibit 1 to this Statement. The Convertible Debentures provide, among other things, that the Convertible Debentures may be converted into shares of Common Stock, at the option of Computer Associates, at any time and from time to time beginning on the date of issuance of the Convertible Debentures. The Convertible Debentures were issued in the principal amounts of $14,900,000 on May 26, 1999 and $35,100,000 on June 16, 1999. Computer Associates has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the 11,090,909 Conversion Shares. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the 11,090,909 Conversion Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The response to Item 6 is hereby amended and supplemented as follows: The Debenture Purchase Agreement provides for the issuance and delivery by the Issuer to Computer Associates and the purchase by Computer Associates of additional Convertible Debentures in the principal amount of $35,100,000 which purchase occurred on June 16, 1999. SIGNATURES After reasonable 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: June 28, 1999 COMPUTER ASSOCIATES INTERNATIONAL, INC. By:/s/Steven M. Woghin Name:Steven M.Woghin Title: Sr. Vice Presindent and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----