-----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, C8uHg0rLaaU+xPNTj92kmWg86Kcmg2TZm2g+SCk6VNsJgBwCc8gsqVVpu/i+WHLR wSfJ1LTS0W8nMH6zJ1MFqQ== 0001095811-00-005438.txt : 20001222 0001095811-00-005438.hdr.sgml : 20001222 ACCESSION NUMBER: 0001095811-00-005438 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001221 GROUP MEMBERS: COMPUTER SCIENCES CORP GROUP MEMBERS: PATRIOT ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYND CORP CENTRAL INDEX KEY: 0000356226 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [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: 793193 BUSINESS ADDRESS: STREET 1: ONE MYND CENTER STREET 2: 2B5 CITY: BLYTHEWOOD STATE: SC ZIP: 29016 BUSINESS PHONE: 803 333 4000 MAIL ADDRESS: STREET 1: PO BOX 10 STREET 2: 2B5 CITY: COLUMBIA STATE: SC ZIP: 29202-0010 FORMER COMPANY: FORMER CONFORMED NAME: POLICY MANAGEMENT SYSTEMS CORP DATE OF NAME CHANGE: 19920703 FILED BY: 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: 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 a67568z0scto-ta.txt AMENDMENT NO. 10 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. 10) MYND CORPORATION, FORMERLY 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 Mynd Corporation, formerly known as 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 subject Rule 14d-1 to Rule 13e-3 [ ] issuer tender offer subject to [ ] amendment to Schedule 13D under Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] ================================================================================ 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, August 1, 2000, August 11, 2000, September 12, 2000, October 11, 2000, October 31, 2000, November 22, 2000 and December 15, 2000 with respect to Purchaser's Offer to Purchase all of the outstanding Shares of common stock, par value $0.01 per share, of Mynd Corporation, formerly known as 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 December 21, 2000 Parent issued the press release filed as Exhibit (a)(5)(xv), 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)(xv) Press release issued by Parent on December 21, 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/ LEON J. LEVEL ----------------------------------- Name: Leon J. Level Title: Vice President and Treasurer COMPUTER SCIENCES CORPORATION By: /s/ LEON J. LEVEL ----------------------------------- Name: Leon J. Level Title: Vice President and Chief Financial Officer Dated: December 21, 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.* (a)(5)(x) Press Release issued by Parent on September 11, 2000.* (a)(5)(xi) Press Release issued by Parent on October 11, 2000.* (a)(5)(xii) Press Release issued by Parent on October 30, 2000.* (a)(5)(xiii) Press Release issued by Parent on November 22, 2000.* (a)(5)(xiv) Press Release issued by Parent on December 14, 2000.* (a)(5)(xv) Press Release issued by Parent on December 21, 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)(XV) 2 a67568z0ex99-a5xv.txt EXHBIT (A)(5)(XV) 1 EXHIBIT 99(a)(5)(xv) Contact: MEDIA INQUIRIES: FOR IMMEDIATE RELEASE Mike Dickerson Moved on PR Newswire Sr. Manager, Corp. Communications December 21, 2000 Corporate 310.615.1647 mdickers@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 ACQUIRES MYND CORPORATION EL SEGUNDO, Calif., Dec. 21 - Computer Sciences Corporation (NYSE: CSC) today announced that it has completed its $16 per share cash tender offer for shares of Mynd Corporation (NYSE: YND), formerly known as Policy Management Systems Corporation. Over 90 percent of the outstanding Mynd shares were validly tendered into the tender offer, which expired at 5:00 p.m., Eastern Standard Time, yesterday. CSC today accepted all of such shares for payment. CSC will acquire the remaining shares at $16 per share through a merger, expected to be consummated shortly. After the merger, Mynd will be a wholly owned subsidiary of CSC. Late yesterday, the Federal Trade Commission announced that it had accepted a proposed consent order and granted regulatory clearance for the acquisition of Mynd by CSC. The proposed consent order, which is available (with the FTC announcement) at http://www.ftc.gov, requires CSC to divest Mynd's claims assessment system, known as Claims Outcome Advisor (COA). In compliance with the proposed consent order, CSC and Mynd have entered into an agreement to sell COA to a unit of New York-based Insurance Services Office, Inc. -more- 2 Computer Sciences Corporation - page 2 December 21, 2000 The divestiture requirement of the proposed consent order is subject to modification by the FTC following the standard 30-day public comment period. "The acquisition of Mynd is motivated by CSC's long-term commitment to the global financial services industry and by our goal of creating value for the clients, employees and shareholders of both companies," said CSC Chairman, President and CEO Van B. Honeycutt. "Combining the strengths of the two companies presents us with an opportunity to provide expanded information technology solutions more cost effectively." "Mynd's solid portfolio of insurance-related products and service offerings, its knowledgeable and experienced staff, and its prestigious client base combine to form an attractive addition to CSC's capabilities," he added. The majority of Mynd operations will be transitioned into CSC's global Financial Services Group. Information technology (IT) infrastructure administration will be integrated into CSC's Global Infrastructure Services Group, which provides computing services for all CSC business units. The integrated organization will go to market under the CSC brand. CSC has long served the financial services industry, which spends an estimated $200 billion per year on IT services. CSC enhanced its presence in the financial services industry in 1996 with the acquisition of The Continuum Company. Since that acquisition, the company's revenues from the financial services industry have more than doubled, making it CSC's largest commercial vertical venture. "Our merger with Mynd will provide us with greater opportunities to leverage CSC's specialized industry and outsourcing expertise," said Pete Boykin, president of CSC's Financial Services Group. "In addition, Mynd's technology and services offerings expand and complement our ability to deliver end-to-end solutions for insurers and other firms in the converging financial services industries around the world." -more- 3 Computer Sciences Corporation - page 3 December 21, 2000 "We will examine all of the resources within Mynd to determine how they best complement those we presently have within CSC," added Boykin. With the additional resources from Mynd, particularly those related to e-business, customer relationship management and outsourcing, CSC will be able to deploy a broader base of personnel and IT solutions. Following the merger, CSC will have in excess of 15,000 people serving 1,200 clients in the financial services industry in more than 60 countries. Computer Sciences Corporation, one of the world's leading consulting and IT services firms, helps clients in industry and government achieve strategic and operational results through the use of technology. The company's success is based on its culture of working collaboratively with clients to develop innovative technology strategies and solutions that address specific business challenges. Having guided clients through every major wave of change in information technology since 1959, CSC combines the newest technologies with its capabilities in consulting, systems design and integration, IT and business process outsourcing, applications software, and Web and application hosting to meet the individual needs of global corporations and organizations. With more than 61,000 employees in locations worldwide, CSC had revenues of $9.9 billion for the twelve months ended September 29, 2000. It is headquartered in El Segundo, California. For more information, visit the company's Web site at www.csc.com. -0- ALL STATEMENTS IN THIS PRESS RELEASE THAT DO NOT DIRECTLY AND EXCLUSIVELY RELATE TO HISTORICAL FACTS CONSTITUTE "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS REPRESENT THE COMPANY'S INTENTIONS, PLANS, EXPECTATIONS AND BELIEFS, AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE OUTSIDE THE COMPANY'S CONTROL. THESE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS. FOR A WRITTEN DESCRIPTION OF THESE FACTORS, SEE THE SECTION TITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS" IN CSC'S FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 29, 2000. -----END PRIVACY-ENHANCED MESSAGE-----