-----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, RkACX5GUZGpkOzohgjBTnNoloxRxOmlInF+p99QxLMo92UYFNX4GukqjqTTaJEAi Vkp8+7U3jIMO9hoMkbu2HQ== 0001047469-98-010254.txt : 19980319 0001047469-98-010254.hdr.sgml : 19980319 ACCESSION NUMBER: 0001047469-98-010254 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980318 SROS: NASD GROUP MEMBERS: CAI COMPUTER SERVICES CORP. GROUP MEMBERS: COMPUTER ASSOCIATES INTERNATIONAL INC 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: 98567800 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 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 9* 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 ------------------------ * Constituting the final amendment to Schedule 14D-1. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement constitutes the final amendment to 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 10. ADDITIONAL INFORMATION. The Offer expired as scheduled at 12:00 midnight, New York City time, on March 16, 1998. As of such time the conditions to the Offer had not been satisfied. As a result, Computer Associates terminated the Offer in accordance with its previous announcements and the terms of the Offer. No Shares were accepted for payment pursuant to the Offer, and any Shares tendered will be promptly returned. A copy of the press release dated March 17, 1998 with respect to the expiration of the Offer is attached as Exhibit (a)(19) to this Statement, and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER EXHIBIT NAME - ----------- ----------------------------------------------------------------------------------------------------- (a)(19) Text of press release issued by Computer Associates dated March 17, 1998.
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 17, 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 2 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME - ----------- ----------------------------------------------------------------------------------------------------- (a)(19) Text of press release issued by Computer Associates dated March 17, 1998.
3 EX-99.(A)(19) 2 PRESS RELEASE Exhibit (a)(19) Contacts: Bob Gordon, Public Relations Doug Robinson, Investor Relations (516) 342-2391 (516) 342-2745 bobg@cai.com dougr@cai.com CA'S TENDER OFFER FOR CSC EXPIRES ISLANDIA, N.Y., March 17, 1998--Computer Associates International, Inc. (CA: NYSE) today that its $108 per share cash tender offer for Computer Sciences Corporation common stock expired as scheduled at 12:00 midnight, New York City time, on Monday, 16, 1998, and that as of such time the conditions to the offer had not been satisfied. As result, CA terminated the offer in accordance with its previous announcements and the terms the offer. No shares were accepted for payment pursuant to the offer, and any shares tendered will be promptly returned. Computer Associates International, Inc. (NYSE: CA), with headquarters in Islandia, N.Y., the world leader in mission-critical business software. The company develops, licenses supports more than 500 integrated products that include enterprise computing and management, application development, manufacturing and financial. CA has over 11,000 people in 160 offices in 43 countries and had revenue $4.5 billion in calendar year 1997. CA can be reached by visiting http://www.cai.com the World Wide Web, emailing info@cai.com, or calling 1-516-342-5224. ### -----END PRIVACY-ENHANCED MESSAGE-----