-----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, R9cObEmuxMJXfdmBZjRr/jJytl8h1tYOc495FfZPn/QJmG6n8hSGR9fzA8hsx+hM CbhmQIP4A0122biwXCSYVw== 0001047469-98-009363.txt : 19980312 0001047469-98-009363.hdr.sgml : 19980312 ACCESSION NUMBER: 0001047469-98-009363 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980311 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-06907 FILM NUMBER: 98563318 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 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 AMEND NO. 7 TO SC 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 7 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 COMPUTER SCIENCES CORPORATION (Name of Subject Company) ------------------------------ CAI COMPUTER SERVICES CORP. COMPUTER ASSOCIATES INTERNATIONAL, INC. (Bidder) COMMON STOCK, PAR VALUE $1.00 PER SHARE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS (Title of Class of Securities) 20536310-4 (CUSIP Number of Class of Securities) SANJAY KUMAR PRESIDENT AND CHIEF OPERATING OFFICER 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 on Behalf of Bidder) ------------------------------ COPIES TO: SCOTT F. SMITH, ESQ. HOWARD, DARBY & LEVIN 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on February 17, 1998, as previously amended (the "Schedule 14D-1"), relating to the offer by CAI Computer Services Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), to purchase all outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of Computer Sciences Corporation, a Nevada corporation ("CSC"), together with (unless and until the Purchaser declares that the Rights Condition (as defined in the Offer to Purchase) has been satisfied) the Series A Junior Participating Preferred Stock Purchase Rights (the "Rights") associated therewith, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 17, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal, at a purchase price of $108 per Share (and associated Right), net to the tendering stockholder in cash, without interest thereon. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. ITEM 10. ADDITIONAL INFORMATION. On March 6, 1998, Computer Associates issued a press release announcing that it has terminated the bank commitments for financing the Offer. The terms of such commitments were described in Section 12 of the Offer to Purchase. A copy of the March 6, 1998 press release is attached as Exhibit (a)(16) to this Statement, and is incorporated herein by reference. On March 9, 1998, Computer Associates issued a press release announcing that it has received a request for additional information and documents from the Antitrust Division of the Department of Justice relating to Computer Associates' offer to acquire CSC. A copy of the March 9, 1998 press release is attached as Exhibit (a)(17) to this Statement, and is incorporated herein by reference. As it has previously announced, Computer Associates will not extend the Offer, which is scheduled to expire at 12:00 midnight, New York City time, on Monday, March 16, 1998. Under the present circumstances, Computer Associates believes that the conditions to the Offer (as described in the Offer to Purchase) can not be satisfied as of the date and time the Offer is scheduled to expire, and that the Offer will expire with no Shares accepted for payment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER EXHIBIT NAME - ----------- ----------------------------------------------------------------------------------------------------- (a)(16) Text of press release issued by Computer Associates dated March 6, 1998. (a)(17) Text of press release issued by Computer Associates dated March 9, 1998.
2 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: March 11, 1998 CAI COMPUTER SERVICES CORP. By /s/ PETER SCHWARTZ ----------------------------------------- Name: Peter Schwartz Title: Vice President and Treasurer COMPUTER ASSOCIATES INTERNATIONAL, INC. By /s/ PETER SCHWARTZ ----------------------------------------- Name: Peter Schwartz Title: Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME - ----------- ----------------------------------------------------------------------------------------------------- (a)(16) Text of press release issued by Computer Associates dated March 6, 1998. (a)(17) Text of press release issued by Computer Associates dated March 9, 1998.
4 EX-99.(A)(16) 2 PRESS RELEASE DTD 3/6 Exhibit (a)(16) COMPUTER ASSOCIATES TERMINATES FINANCING FOR CSC TENDER OFFER ISLANDIA, N.Y., March 6, 1998-Computer Associates International, Inc. (CA: NYSE) today announced it has terminated the bank commitments for financing of its $108 per share all cash offer to acquire Computer Sciences Corporation. Computer Associates' wholly owned subsidiary CAI Computer Services Corp. is making a tender offer for all outstanding shares of Computer Sciences Corporation common stock at a price of $108 per share in cash. The tender offer is scheduled to expire at 12:00 o'clock midnight New York City time on Monday March 16, 1998, unless extended in a manner described in the Offer to Purchase dated February 17, 1998. Computer Associates International, Inc. (NYSE: CA), with headquarters in Islandia, N.Y., is the world leader in mission-critical business software. The Company develops, licenses and supports more than 500 integrated products that include enterprise computing and information management, application development, manufacturing and financial applications. CA has over 11,000 people in 160 offices in 43 countries and had revenue of $4.5 billion in calendar year 1997. CA can be reached by visiting < http://www.cai.com > http://www.cai.com on the World Wide Web, emailing < mailto:info@cai.com > info@cai.com, or calling 1-516-342-5224. EX-99.(A)(17) 3 PRESS RELEASE DTD 3/9 EXHIBIT (a)(17) COMPUTER ASSOCIATES RECEIVES SECOND REQUEST FROM DEPARTMENT OF JUSTICE ISLANDIA, N.Y., March 9, 1998 -- Computer Associates International, Inc. (CA:NYSE) announced today that it had received on Friday, March 6, 1998, a second request for additional information from the Antitrust Division of the Department of Justice relating to its offer to acquire Computer Sciences Corporation. Computer Associates' wholly owned subsidiary CAI Computer Services Corp. is making a tender offer for all outstanding shares of Computer Sciences Corporation common stock at a price of $108 per share in cash. The tender offer is scheduled to expire at 12:00 o'clock midnight New York City time on Monday March 16, 1998, unless extended in the manner described in the Offer to Purchase dated February 17, 1998. -----END PRIVACY-ENHANCED MESSAGE-----