-----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, UrzEQL4P22B5gQn15r76P+NI5EDBlsGSueMjwg8VexVSPZKqGxq0G6AXdOfCpd3T YISOiVL5dZe6u0psvQgV/A== /in/edgar/work/20000811/0001095811-00-002663/0001095811-00-002663.txt : 20000921 0001095811-00-002663.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002663 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLICY MANAGEMENT SYSTEMS CORP CENTRAL INDEX KEY: 0000356226 STANDARD INDUSTRIAL CLASSIFICATION: [6411 ] IRS NUMBER: 570723125 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-35824 FILM NUMBER: 693949 BUSINESS ADDRESS: STREET 1: ONE PMSC CTR STREET 2: PO BOX TEN CITY: COLUMBIA STATE: SC ZIP: 29202 BUSINESS PHONE: 8037354000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: SC TO-T/A 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 SC TO-T/A 1 scto-ta.txt AMENDMENT NO. 4 TO SCHEDULE TO-T 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) POLICY MANAGEMENT SYSTEMS CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) PATRIOT ACQUISITION CORP. COMPUTER SCIENCES CORPORATION (NAME OF FILING PERSONS (OFFEROR)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 731108-10-6 (CUSIP NUMBER OF CLASS OF SECURITIES) HAYWARD D. FISK, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY COMPUTER SCIENCES CORPORATION 2100 EAST GRAND AVENUE EL SEGUNDO, CALIFORNIA 90245 (310) 615-0311 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPY TO: RONALD S. BEARD, ESQ. GIBSON, DUNN & CRUTCHER, LLP 4 PARK PLAZA IRVINE, CALIFORNIA 92614 (949) 451-3800 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $584,871,904. $116,974.38 * Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Policy Management Systems Corporation, a South Carolina corporation (the "Company"), at a price per Share of $16.00 in cash. As of June 26, 2000, based on information provided by the Company, there were (i) 35,585,905 Shares outstanding and (ii) approximately 968,589 options to purchase Shares that are expected to be outstanding prior to the Effective Time of the Merger (as defined herein), with the exercise price of which is less than $16.00. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, equals 1/50th of one percent of the value of the Shares proposed to be acquired. Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. [X] Amount Previously Paid: $116,974.38 Filing Party: Computer Sciences Corporation Form or Registration No.: Schedule TO Date Filed: June 28, 2000 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. [ ] Check the appropriate boxes to designate any transactions to which this statement relates: [X] third party tender offer subject to [ ] going-private transaction Rule 14d-1 subject to Rule 13e-3 [ ] issuer tender offer subject to [ ] amendment to Schedule 13D Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] ================================================================================ 2 Computer Sciences Corporation ("Parent") and Patriot Acquisition Corp. ("Purchaser") hereby amend and supplement their Tender Offer Statement on Schedule TO originally filed on June 28, 2000 (the "Schedule TO") and subsequently amended on July 13, 2000, July 26, 2000, and August 1, 2000 with respect to Purchaser's Offer to Purchase all of the outstanding Shares of common stock, par value $0.01 per share, of Policy Management Systems Corporation (the "Company"). Capitalized terms used, but not defined, herein have the respective meanings assigned to such terms in the Schedule TO and the Offer to Purchase dated June 28, 2000 filed as Exhibit (a)(1)(i). ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented to include the following information: On August 10, 2000 Parent issued the press release filed as exhibit (a)(5)(ix), which is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(5)(ix) Press release issued by Parent on August 11, 2000. 2 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. PATRIOT ACQUISITION CORP. By: /s/ HAYWARD D. FISK -------------------- Name: Hayward D. Fisk Title: Vice President and Secretary COMPUTER SCIENCES CORPORATION By: /s/ LEON J. LEVEL ------------------ Name: Leon J. Level Title: Vice President and Chief Financial Officer Dated: August 11, 2000 3 4 EXHIBIT INDEX (a)(1)(i) Offer to Purchase, dated June 28, 2000.* (a)(1)(ii) Letter of Transmittal, dated June 28, 2000.* (a)(1)(iii) Notice of Guaranteed Delivery, dated June 28, 2000.* (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 28, 2000.* (a)(5)(ii) Letter to Clients, dated June 28, 2000.* (a)(5)(iii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(5)(iv) Press release issued by Parent on June 20, 2000.** (a)(5)(v) Press release issued by Parent on June 27, 2000.*** (a)(5)(vi) Summary Advertisement as published in the Wall Street Journal on June 28, 2000.* (a)(5)(vii) Press Release issued by Parent on July 12, 2000.* (a)(5)(viii) Press Release issued by Parent on July 31, 2000.* (a)(5)(ix) Press Release issued by Parent on August 10, 2000. (b) None. (c) Not required. (d)(1) Merger Agreement, dated as of June 20, 2000, by and among Parent, Purchaser and the Company.* (d)(2) Letter Agreement, dated as of June 26, 2000, by and between Parent and the Company.* (d)(3) Confidentiality Agreement, dated as of August 19, 1997, and amendments dated March 31, 2000, and May 25, 2000, by and between Parent and the Company.* (d)(4) Promissory Note, dated June 20, 2000, in aggregate principal amount of $19 million by the Company in favor of Parent.* (d)(5) Subordination Agreement, dated as of June 20, 2000, by and among Parent, Bank of America, N.A., as agent, and the Company.* (e) Not required. (f) Not required. (g) Not applicable. (h) Not applicable.
- --------------------------- * Previously filed as an exhibit to the Schedule TO. ** Incorporated by reference to the Schedule TO-C filed on June 20, 2000. *** Incorporated by reference to the Schedule TO-C filed on June 27, 2000. 4 EX-99.(A)(5)(IX) 2 ex99-a5ix.txt EXHIBIT (A)(5)(IX) 1 EXHIBIT (a)(5)(ix) COMPUTER SCIENCES CORPORATION 2100 EAST GRAND AVENUE EL SEGUNDO, CALIFORNIA 90245 NEWS RELEASE [COMPUTER SCIENCES CORPORATION LOGO] Contact: Media Inquiries: FOR IMMEDIATE RELEASE Frank Pollare Moved On PR Newswire Director, Public Information Date: August 10 Corporate 310.615.1601 fpollare@csc.com Financial Analysts: Shareholders: Bill Lackey Morrow & Co. Director, Investor Relations 800.566.9061 Corporate jferguso@morrowco.com 310.615.1700 blackey3@csc.com CSC EXTENDS TENDER OFFER FOR MYND, FORMERLY POLICY MANAGEMENT SYSTEMS EL SEGUNDO, Calif., Aug. 10 -- Computer Sciences Corporation (NYSE: CSC) today announced that its $16 per share cash tender offer for Policy Management Systems Corporation (NYSE: PMS), d/b/a Mynd, will be extended until 11:59 p.m., Eastern Daylight Time, on September 12. As previously announced, on July 31 CSC received a second request for information under the Hart-Scott-Rodino Antitrust Improvements Act concerning the tender offer. CSC is currently in the process of responding to the request. CSC and Mynd have agreed to extend the tender offer until September 12 because they do not believe the Federal Trade Commission will complete its review of the transaction prior to that date. CSC remains confident that it will complete the transaction. As of the close of business today, approximately 16,454,530 Mynd shares, representing approximately 46 percent of the total outstanding, had been validly tendered into the offer. Morrow & Co., Inc. is the information agent for the tender offer and Goldman, Sachs & Co. is the dealer manager. -more- 2 Computer Sciences Corporation - page 2 August 10, 2000 About CSC Computer Sciences Corporation, one of the world's leading consulting and information technology (IT) services firms, helps clients in industry and government achieve strategic and operational objectives through the use of technology. Having guided clients through every major wave of change in IT for more than 40 years, CSC today is well positioned to develop and apply IT strategies and technologies, particularly in the e-business area, based on its full range of capabilities in management and IT consulting; systems design and integration; applications software; Web and application hosting; and IT and business process outsourcing. Since its formation in 1959, CSC has been known for its flexibility and customer-centric culture. Through numerous agreements with hardware and software firms, the company develops and manages solutions specifically tailored to each client's needs. With more than 60,000 employees in locations worldwide, CSC had revenues of $9.6 billion for the twelve months ended June 30, 2000. It is headquartered in El Segundo, California. For more information, visit the company's Web site at www.csc.com. -----END PRIVACY-ENHANCED MESSAGE-----