-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IrOJ6t1jYmLPfnp3PofWNeBeA2fpMZLdS9hIwVX8prHcvfX4mb7//9GsI9lhoy89 NWhyvNPkjp73riDh/ctLGQ== 0000950123-94-000993.txt : 19940601 0000950123-94-000993.hdr.sgml : 19940601 ACCESSION NUMBER: 0000950123-94-000993 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASK GROUP INC CENTRAL INDEX KEY: 0000354797 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 942250034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34725 FILM NUMBER: 94532274 BUSINESS ADDRESS: STREET 1: 2880 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95052-8013 BUSINESS PHONE: 408-562-8800 MAIL ADDRESS: STREET 1: P.O. BOX 58013 CITY: SANTA CLARA STATE: CA ZIP: 95052 FORMER COMPANY: FORMER CONFORMED NAME: ASK COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASK GROUP INC CENTRAL INDEX KEY: 0000354797 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 942250034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34725 FILM NUMBER: 94532275 BUSINESS ADDRESS: STREET 1: 2880 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95052-8013 BUSINESS PHONE: 408-562-8800 MAIL ADDRESS: STREET 1: P.O. BOX 58013 CITY: SANTA CLARA STATE: CA ZIP: 95052 FORMER COMPANY: FORMER CONFORMED NAME: ASK COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: 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 AMEND. NO. 1 TO SC 14D-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 THE ASK GROUP, INC. - -------------------------------------------------------------------------------- (Name of Subject Company) SPEEDBIRD MERGE, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Bidder) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 001903103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) SANJAY KUMAR SPEEDBIRD MERGE, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NEW YORK 11788-7000 (516) 342-5224 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: JOHN P. GOURARY, ESQ. HOWARD, DARBY & LEVIN 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 May 25, 1994 - -------------------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) - -------------------------------------------------------------------------------- Page 1 of 8 pages Exhibit Index on page 4 2 2 Computer Associates International, Inc. (the "Buyer") and its wholly owned subsidiary, Speedbird Merge, Inc., hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D (the "Statement"), originally filed on May 25, 1994, with respect to an offer to purchase all outstanding shares of common stock, par value $0.01 per share, of The ASK Group, Inc., a Delaware corporation, as set forth in this Amendment No. 1. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. After filing the Statement (including a copy of the Offer to Purchase) but prior to distributing the Offer to Purchase to the Stockholders of the Company, Section 9 of the Offer to Purchase was updated through May 27, 1994 and revised to include selected consolidated financial data relating to the Buyer and its subsidiaries which was taken or derived from the audited financial statements contained in the Buyer's Annual Report on Form 10-K for the fiscal year ended March 31, 1994 (which was filed with the Commission on May 27, 1994). A copy of Section 9 of the Offer to Purchase (as revised to include such consolidated financial data) is attached hereto as Exhibit (a)(8). The response to Item 9 is, therefore, hereby amended and restated in its entirety as follows: The information set forth in Section 9 of the Offer to Purchase (as revised to include selected consolidated financial data relating to the Buyer and its subsidiaries for the fiscal year ended March 31, 1994), and the consolidated financial statements of the Buyer in Buyer's Annual Report on Form 10-K for the fiscal year ended March 31, 1994 are incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. On May 25, 1994, the Buyer issued a press release announcing the commencement of the Offer. A copy of the press release is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(8) Section 9 of the Offer to Purchase (as revised to include selected consolidated financial data relating to the Buyer and its subsidiaries for the fiscal year ended March 31, 1994). (a)(9) Text of press release issued by the Buyer dated May 25, 1994. 3 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 31, 1994 SPEEDBIRD MERGE, INC. By/s/ Belden A. Frease ----------------------------------------- Name: Belden A. Frease Title: Vice President and Secretary COMPUTER ASSOCIATES INTERNATIONAL, INC. By/s/ Belden A. Frease ----------------------------------------- Name: Belden A. Frease Title: Senior Vice President and Secretary 4 4 EXHIBIT INDEX Exhibit Number Exhibit Name - ------- ------------ (a)(8) Section 9 of the Offer to Purchase (as revised to include select consolidated financial data relating to the Buyer and its subsidiaries the fiscal year ended March 31, 1994). (a)(9) Text of press release issued by the Buyer dated May 25, 1994. EX-99.A.8 2 SEC. 9 OF THE OFFER TO PURCHASE 1 Exhibit 99(a)(8) 9. CERTAIN INFORMATION CONCERNING THE MERGER SUBSIDIARY AND THE BUYER. The Merger Subsidiary, a Delaware corporation and a wholly owned subsidiary of the Buyer, was organized to acquire the Company and has not conducted any unrelated activities since its organization on May 16, 1994. The Buyer, a Delaware corporation, is engaged in the design, development, marketing and support of standardized computer software products for use with a broad range of mainframe, midrange and desktop computers from many different hardware manufacturers. Its products include systems software, applications and graphics software, and database management software. The principal executive offices of the Buyer and the Merger Subsidiary are located at One Computer Associates Plaza, Islandia, New York 11788. The name, business address, principal occupation or employment and citizenship of each director and executive officer of the Merger Subsidiary and the Buyer are set forth in Schedule I hereto. The following selected consolidated financial data relating to the Buyer and its subsidiaries has been updated through May 27, 1994 and has been taken or derived from the audited financial statements contained in the Buyer's Annual Report on Form 10-K for the year ended March 31, 1994 (which was filed with the Commission on May 27, 1994). The information set forth below gives effect to the acquisitions of Pansophic Systems, Incorporated and On-Line Software International, Inc. in fiscal 1992. More comprehensive financial information is included in such Annual Report and the other documents filed by the Buyer with the Commission, and the financial data set forth below is qualified in its entirety by reference to such reports and other documents including the financial statements (and any related notes) contained therein. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission in the same manner as set forth with respect to the Company in Section 8. 2 COMPUTER ASSOCIATES INTERNATIONAL, INC. SELECTED CONSOLIDATED FINANCIAL DATA (In thousands, except per Share data)
INCOME STATEMENT FISCAL YEAR ENDED DATA MARCH 31, ----------------------------------------------------- 1994 1993 1992 ------ ------ ------ Total revenue $2,148,470 $1,841,008 $1,508,761 Income before income taxes 626,972 383,663 267,066 Net Income 401,262 245,544 162,909 Net Income per common share 2.34 1.44 .92 Dividends declared per common share .14 .10 .10
BALANCE SHEET DATA MARCH 31, ------------------------------------ 1994 1993 ------ ------ Working capital $ 450,599 $ 340,694 Total assets 2,491,605 2,348,819 Long-term debt (less current maturities) 71,381 166,714 Stockholders' equity 1,243,133 1,054,530
The Buyer is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Buyer is required to disclose in such proxy statements certain information, as of particular dates, concerning its directors and officers, their remuneration, stock options granted to them, the principal holders of its securities and any material interests of such persons in transactions with the Buyer. Such reports, proxy statements and other information should be available for 2 3 inspection and copying at the offices of the Commission in the same manner as set forth with respect to the Company in Section 8. Except as described in this Offer to Purchase, neither the Buyer, the Merger Subsidiary nor, to their knowledge, any of the persons listed in Schedule I hereto or any associate or majority owned subsidiary of any of the foregoing, beneficially owns or has the right to acquire any equity securities of the Company, nor has the Buyer, the Merger Subsidiary or, to their knowledge, any of the persons or entities referred to above or any of the respective executive officers, directors or subsidiaries of any of the foregoing, effected any transaction in the equity securities of the Company during the past 60 days. Except as described in this Offer to Purchase, neither the Buyer, the Merger Subsidiary nor, to their knowledge, any of the persons listed in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies. Except as described in this Offer to Purchase, there have been no contracts, negotiations or transactions between the Buyer, the Merger Subsidiary or any other subsidiary of the Buyer or, to their knowledge, any of the persons listed in Schedule I hereto, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors, or a sale or other transfer of a material amount of assets. Except described in this Offer to Purchase, none of the Buyer, the Merger Subsidiary, any other subsidiary of the Buyer, or, to their knowledge, any of the persons listed in Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates that would require disclosure pursuant to the rules and regulations of the Commission. 3 EX-99.A.9 3 PRESS RELEASE 1 Exhibit 99(a)(9) Contact: Deborah Coughlin Vice President - Investor Relations Computer Associates International, Inc. (516) 342-2173 COMPUTER ASSOCIATES COMMENCES TENDER OFFER FOR THE ASK GROUP ISLANDIA, N.Y., May 25, 1994 -- Computer Associates International, Inc. (NYSE Symbol: CA) announced that Speedbird Merge, Inc., CA's wholly owned merger subsidiary, commenced a tender offer today for all of the outstanding shares of The ASK Group, Inc. (NASDAQ Symbol: ASKI) common stock at a price of $13.25 per share, net to the seller in cash. The offer is being made pursuant to the Agreement and Plan of Merger dated as of May 18, 1994 among CA, Speedbird Merge, Inc. and ASK and is conditioned, among other things, upon a number of shares being tendered and not withdrawn such that, upon consummation of the offer, CA and its affiliates will beneficially own in the aggregate not less than a majority of the shares on a fully diluted basis. The Board of Directors of ASK has unanimously approved the offer and the Merger Agreement and has unanimously recommended that stockholders of ASK accept the offer. ------- Computer Associates, with 7,000 employees around the world, is the leading software company for integrated systems, database management, business applications and application development solutions. These programs operate across a full spectrum of mainframe, midrange and desktop computers. Founded in 1976, CA became a public company in 1981 and now serves most of the world's major business, government, research and educational organizations. Calendar year 1993 revenues exceeded $2 billion. The information agent for the offer is D.F. King & Co., Inc. # # # -----END PRIVACY-ENHANCED MESSAGE-----