-----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, cIOOU9tPvLJyjn7c8ItzjTw0HzL4w95lOaLOESi0j8Bd52o5wEBVF/Vvkc+2u503 fKXqEQjgsxTkA7pzL5x8DQ== 0000950134-94-000610.txt : 19940525 0000950134-94-000610.hdr.sgml : 19940525 ACCESSION NUMBER: 0000950134-94-000610 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940523 GROUP MEMBERS: ELECTRONIC DATA SYSTEMS CORPORATION GROUP MEMBERS: GENERAL MOTORS CORP 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: 94529941 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: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: 3711 IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3044 W GRAND BLVD CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3135565000 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934* THE ASK GROUP, INC. ________________________________________________________________________________ (Name of Issuer) Common Stock, par value $.01 per share ________________________________________________________________________________ (Title of Class of Securities) 001903 10 3 ________________________________________________________________________________ (CUSIP Number) Warren Andersen Storrow Gordon General Motors Corporation Electronic Data Systems Corporation 3031 West Grand Boulevard 5400 Legacy Drive, H3-3D-05 Detroit, MI 48232 Plano, TX 75024 (313) 974-1528 (214) 605-5500 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 1994 ________________________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 21 pages, exhibit index on page 4 2 Page 2 of 21 Pages General Motors Corporation, a Delaware corporation, and its wholly owned subsidiary, Electronic Data Systems Corporation, a Texas Corporation ("EDS"), hereby amend and supplement their Statement on Schedule 13D as originally filed on or about October 31, 1990 and as amended through Amendment No. 2 thereto filed June 24, 1993 (as amended, the "Original Statement"), with respect to the common stock, par value $.01 per share (the "Common Stock"), of The ASK Group, Inc., a Delaware corporation (the "Company"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Original Statement is hereby amended and supplemented as follows: On May 18, 1994, EDS executed a Stockholder Option Agreement (the "Option Agreement") among (i) Speedbird Merge Inc., a Delaware corporation ("Buyer") and a wholly owned subsidiary of Computer Associates International, Inc., a Delaware corporation ("CA"), and (ii) certain holders of Common Stock of the Company (the "Stockholders"). Pursuant to the Stockholder Agreement, EDS and each of the other Stockholders have agreed to tender any shares of Common Stock presently owned by them and any additional shares of Common Stock acquired by such Stockholders (whether by purchase or otherwise) after the date of the Option Agreement ("Stockholder Shares") into the tender offer (the "Offer") being made by the Buyer for shares of Common Stock pursuant to an agreement and plan of merger (the "Merger Agreement") dated as of May 18, 1994 among the Buyer, CA and the Company. EDS and each of the other Stockholders entered into the Option Agreement at the request of the Company in order to induce Buyer and certain of its affiliates to enter into the Merger Agreement. EDS has been advised by the Company that CA has commenced a tender offer for shares of Common Stock at a price of $13.25 per share. Pursuant to the Option Agreement, EDS and each of the other Stockholders have also granted to the Buyer an irrevocable option (the "Option") to purchase all of their Stockholder Shares at a purchase price of $13.25 per share, subject to adjustment as provided in the Option Agreement. The Option Agreement contemplates that the Option may be exercised by the Buyer in whole or in part in the event certain conditions are satisfied, including the commencement by a person other than the Buyer of a tender or exchange offer or if another person or group shall have acquired or proposed to acquire more than 25% of the shares. The Option may be exercised until the 30th business day after termination of the Merger Agreement in accordance with its terms. In the event that the Buyer purchases less than all of the Stockholder Shares pursuant to the Offer, the Buyer has agreed that it shall, within 10 days after its purchase of shares of Common Stock pursuant to the Offer, exercise the Option (or any remaining portion thereof) in its entirety. 3 Page 3 of 21 Pages Pursuant to the Option Agreement, EDS and each of the other Stockholders have also granted the Buyer a proxy to vote their respective Stockholder Shares (or express consent or dissent or otherwise utilize voting power) in such manner and upon such matters as the Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper. EDS and each of the other Stockholders have also agreed that they will not, without the prior consent of the Buyer, (i) grant any other proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of their respective Stockholder Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any of shares of Common Stock during the term of the Option Agreement. EDS and each of the other Stockholders have also agreed not to directly or indirectly solicit, initiate or encourage any inquiry, proposal or offer from any person to acquire the business, property, or capital stock of the Company or any subsidiary thereof or any substantial equity interest in, or substantial amount of the assets of, the Company or any subsidiary thereof, or to participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or participate in, facilitate or encourage any effort or attempt by any other person to do or seek any of the forgoing. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Original Statement is hereby amended and supplemented as follows: The information set forth in Item 4 is hereby incorporated by reference into this Item 6. The description of the Option Agreement set forth above is a summary only and is qualified in its entirety by reference to the Option Agreement, a copy of which is filed as Exhibit 7 hereto and incorporated by reference herein. In addition, in connection with the Option Agreement, the Company and EDS have delivered certain waivers and consents under that certain Common Stock Purchase Agreement dated as of August 31, 1990 among the Company, EDS and Hewlett Packard Company, a copy of which was filed as an exhibit to the Original Statement. Copies of such waivers and consents are set forth as Exhibits 8 and 9 hereto, and the information set forth therein is hereby incorporated by reference herein. 4 Page 4 of 21 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Original Statement is hereby amended and supplemented as follows:
Sequentially Exhibit Description Numbered Page ------- ----------- ------------- 7 Option Agreement, dated as of May 18, 6 1994, by and between the Buyer, EDS and the other Stockholders of the Company that are signatories thereto 8 Waiver and Release dated as of May 18, 18 1994, between EDS and the Company 9 Consent dated May 18, 1994 between the 20 Company and EDS
5 Page 5 of 21 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: May 23, 1994 GENERAL MOTORS CORPORATION By: /s/ WARREN ANDERSEN Warren Andersen Attorney ELECTRONIC DATA SYSTEMS CORPORATION By: /s/ STORROW M. GORDON Storrow M. Gordon Counsel -- Corporate Acquisitions & Finance EX-7 2 OPTION AGREEMENT 1 Page 6 of 21 Pages EXHIBIT 7 2 Page 7 of 21 Pages STOCKHOLDER OPTION AGREEMENT AGREEMENT, dated as of May 18, 1994 among Speedbird Merge, Inc., a Delaware corporation ("Buyer"), and the holders (the "Stockholders") of the shares of common stock, $0.01 par value (the "Shares") of The ASK Group, Inc., a Delaware corporation (the "Company"), listed on the signature pages hereof. In order to induce Buyer and certain of its affiliates to enter into an agreement and plan of merger (the "Merger Agreement") with the Company, Buyer has requested the Stockholders, and the Stockholders have agreed, to enter into this Agreement. The parties hereto agree as follows: ARTICLE I STOCK OPTION Section 1.1 Grant of Stock Option. Each of the Stockholders hereby grants to Buyer an irrevocable option (the "Option") to purchase all Shares (including the associated Rights, as defined in Section 4.5 of the Merger Agreement) presently owned by them as set forth on the signature pages hereto and any additional Shares (including such associated Rights) acquired by such Stockholder (whether by purchase or otherwise) after the date of this Agreement (such "Stockholder's Shares" and, collectively, the "Stockholder Shares") at a purchase price of $13.25 per Stockholder Share (including such associated Rights) (as adjusted pursuant to Section 1.5, the "Purchase Price"). Section 1.2 Exercise of Option. (a) Subject to the conditions set forth in Section 1.4 hereof, the Option may be exercised by Buyer, in whole or in part, at any time or from time to time after the date hereof and prior to the 30th business day after the termination of the Merger Agreement in accordance with the terms thereof. In the event Buyer wishes to exercise the Option for all or some of the Stockholder Shares other than pursuant to the Offer (as defined in the Merger Agreement), Buyer shall send a written notice (the "Exercise Notice") to the Stockholders specifying the total number of Stockholder Shares it wishes to purchase pursuant to such exercise (and the corresponding number of each such Stockholder's Shares) and the place, the date (not less than one nor more than 20 business days from the date of the Exercise Notice), and the time for the closing of such purchase, provided that such date and time may be earlier than one day after the Exercise Notice if reasonably practicable. Each closing of a purchase of Stockholder Shares pursuant to this Section 1.2(a) (a "Closing") shall take place at the place, on the date and at the time designated by Buyer in its Exercise Notice, provided that if, at the date of the Closing herein provided for, the conditions set forth in Section 1.4 shall not have been satisfied (or waived), 3 Page 8 of 21 Pages Buyer may postpone the Closing until a date within five business days after such conditions are satisfied. (b) Upon receipt of instructions from the Buyer, each Stockholder shall deliver to the depositary (the "Depositary") designated in the Offer (i) a letter of transmittal with respect to such Stockholder's Shares complying with the terms of the Offer together with instructions directing the Depositary to make payment for such Shares directly to the Stockholder (but if such Shares are not accepted for payment and are to be returned pursuant to the Offer, to return such Shares to such Stockholder whereupon they shall continue to be held by such Stockholder subject to the terms and conditions of this Agreement), (ii) the Certificates and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). (c) Each Stockholder will deliver (x) the Certificates to the Buyer (in accordance with Buyer's instructions) upon receipt of the notice provided for in paragraph (a) above or (y) the Tender Documents to the Depositary upon receipt of the instructions provided for in paragraph (b) above and will not (without prior written notice to the Buyer) withdraw the tender effected thereby, in each case in accordance with this Section 1.2. Any withdrawn Shares shall continue to be held by such Stockholder subject to the terms and conditions of this Agreement. (d) Except to the extent otherwise provided in Section 1.2(e) below, Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the Option to terminate without purchasing any Stockholder Shares hereunder; provided, however, that once Buyer has delivered to the Stockholders an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound to effect the purchase as described in such Exercise Notice. (e) Buyer agrees that, if Buyer shall have accepted Shares for payment and purchased Shares pursuant to the Offer, Buyer shall, within ten business days of such purchase, exercise the Option in its entirety (or any remaining portion of the Option). This paragraph (e) shall inure to the benefit of the Company. Section 1.3 Closing. At the Closing, (a) each Stockholder shall deliver to Buyer (in accordance with Buyer's instructions) a certificate or certificates (the "Certificates") representing such Stockholder's Shares, duly endorsed or accompanied by stock powers duly executed in blank and (b) Buyer shall deliver to such Stockholder a certified or bank cashier's check or checks payable to or upon the order of such Stockholder in an amount equal to (i) the number of such Stockholder's Shares being purchased at such Closing multiplied by (ii) the Purchase Price (the "Purchase Amount"). 4 Page 9 of 21 Pages Section 1.4 Conditions. The obligation of each Stockholder to sell Stockholder Shares at any Closing is subject to the following conditions: (i) The representations and warranties of Buyer contained in Article IV shall be true and correct in all material respects on the date thereof as if made on such date. (ii) All waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") applicable to such exercise of the Option shall have expired or been terminated. (iii) There shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining such exercise of the Option. (iv) The Buyer shall have commenced the Offer, the Buyer shall not have materially breached any of its material covenants and agreements in the Merger Agreement, and the Merger Agreement shall not have been terminated. (v) (A) A tender or exchange offer for any Shares shall have been made or publicly proposed to be made by another person, (B) it shall have been publicly disclosed (or Buyer shall have learned) that any person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) shall have acquired or proposed to acquire more than 25% of the Shares, or shall have granted any option or right, conditional or otherwise, to acquire more than 25% of the Shares, other than acquisitions for bona fide arbitrage purposes, or a group shall have been formed the members of which hold in the aggregate more than 25% of the Shares, (C) any person other than Buyer or an affiliate of Buyer has entered into an agreement or an agreement in principle providing for a merger, consolidation or other business combination with, or a purchase of all or substantially all the assets of, the Company or of any subsidiary or division of the Company the business of which could constitute a "significant subsidiary" as that term is used in Rule 1.02 of Regulation S-X of the Securities and Exchange Commission, (D) the Board of Directors of the Company has failed to make, or has revoked or modified, its unqualified recommendation in favor of the Offer and the Merger or its approval of the entry by Buyer into this Agreement, or (E) the Company has committed a material breach of any provision of the Merger Agreement. 5 Page 10 of 21 Pages Section 1.5 Adjustment Upon Changes in Capitalization or Merger. (a) In the event of any change in the Company's capital stock by reason of stock dividends, stock splits, mergers, consolidations, recapitalizations, combinations, conversions, exchanges of shares, extraordinary or liquidating dividends, or other changes in the corporate or capital structure of the Company which would have the effect of diluting or changing the Buyer's rights hereunder, the number and kind of shares or securities subject to the Option and the purchase price per Stockholder Share (but not the total purchase price) shall be appropriately and equitably adjusted so that the Buyer shall receive upon exercise of the Option the number and class of shares or other securities or property that the Buyer would have received in respect of the Stockholder Shares purchasable upon exercise of the Option if the Option had been exercised immediately prior to such event. Each Stockholder shall take such steps in connection with such consolidation, merger, liquidation or other such action as may be necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any securities or property thereafter deliverable upon exercise of the Option. (b) In the event the consideration per Share to be paid by Buyer pursuant to the Offer is increased, the Purchase Price shall be similarly increased and in the event the Closing hereunder shall have occurred, Buyer shall promptly pay to each Stockholder the product of the amount of such increase in the Purchase Price multiplied by the number of such Stockholder's Shares as to which the Option has been exercised. ARTICLE II GRANT OF PROXY Each Stockholder hereby revokes any and all previous proxies granted with respect to such Stockholder's Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to such Stockholder's Shares. The proxy granted by each Stockholder pursuant to this Article II is irrevocable and is granted in consideration of Buyer's entering into this Agreement and the Merger Agreement; provided, however, that such proxy shall be revoked upon termination of this Agreement in accordance with its terms. 6 Page 11 of 21 Pages ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each of the Stockholders severally represents and warrants to the Buyer that: Section 3.1 Valid Title. Such Stockholder is the sole, true, lawful and beneficial owner of such Stockholder's Shares with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto. At any Closing, such Stockholder will convey good and valid title to such Stockholder's Shares being purchased free and clear of any and all claims, liens, charges, encumbrances and security interests. None of such Stockholder's Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Section 3.2 Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby (i) are within such Stockholder's powers, have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as required under the HSR Act), and (iii) do not and will not contravene or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder. Section 3.3 Binding Effect. This Agreement has been duly executed and delivered by such Stockholder and is the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. Section 3.4 Total Shares. Except as disclosed under Section 4.5 of the Company Disclosure Letter that accompanies the Merger Agreement, the number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Stockholder and, except as set forth on such signature pages, the beneficial owner or owners of such Stockholder's Shares own no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has or have no other interest in or voting rights with respect to any securities of the Company. 7 Page 12 of 21 Pages Section 3.5 Finder's Fees. No investment banker, broker or finder is entitled to a commission or fee from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER The Buyer represents and warrants to each of the Stockholders: Section 4.1 Corporate Power and Authority. Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by the board of directors of Buyer and no other corporate action on the part of Buyer is necessary to authorize the execution, delivery or performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and is a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally. Section 4.2 Acquisition for Buyer's Account. Any Stockholder Shares to be acquired upon exercise of the Option will be acquired by Buyer for its own account and not with a view to the public distribution thereof and will not be transferred except in compliance with the Securities Act of 1933. ARTICLE V COVENANTS OF THE STOCKHOLDERS Each of the Stockholders hereby covenants and agrees that: Section 5.1 No Proxies for or Encumbrances on Stockholder Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Such Stockholder shall not seek or solicit any such 8 Page 13 of 21 Pages acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees to notify Buyer promptly and to provide all details requested by Buyer if such Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. Section 5.2 No Shopping. Such Stockholder shall not directly or indirectly (i) solicit, initiate or encourage (or authorize any person to solicit, initiate or encourage) any inquiry, proposal or offer from any person to acquire the business, property or capital stock of the Company or any direct or indirect subsidiary thereof, or any acquisition of a substantial equity interest in, or a substantial amount of the assets of, the Company or any direct or indirect subsidiary thereof, whether by merger, purchase of assets, tender offer or other transaction or (ii) subject to the fiduciary duty of such Stockholder as a director of the Company under applicable law (if such Stockholder is such a director), participate in any discussion or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or participate in, facilitate or encourage any effort or attempt by any other person to do or seek any of the foregoing. Such Stockholder shall promptly advise Buyer of the terms of any communications it may receive relating to any of the foregoing. Section 5.3 Conduct of Stockholders. Such Stockholder will not (i) take, agree or commit to take any action that would make any representation and warranty of such Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. ARTICLE VI MISCELLANEOUS Section 6.1 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 6.2 Further Assurances. In the event the Buyer exercises the Option, the Buyer and the Stockholders will each execute and deliver or cause to be executed and delivered all further documents and instruments and use its best efforts to secure such consents and take all such further action as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable the Buyer and any assignee to exercise and enjoy all benefits and rights of the Stockholders with respect to the Option and the Stockholder Shares. 9 Page 14 of 21 Pages Section 6.3 Additional Agreements. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements or restrictions of any kind to which such party is a party or by which such party is governed or bound, to consummate and make effective the transactions contemplated by this Agreement. Section 6.4 Specific Performance. The parties hereto agree that the Buyer may be irreparably damaged if for any reason any Stockholder failed to sell such Stockholder's Shares (or other securities deliverable pursuant to Section 1.5) upon exercise of the Option or to perform any of its other obligations under this Agreement, and that the Buyer would not have an adequate remedy at law for money damages in such event. Accordingly, the Buyer shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by each Stockholder. This provision is without prejudice to any other rights that the Buyer may have against any Stockholder for any failure to perform its obligations under this Agreement. Section 6.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to such party at its address set forth on the signature page hereto. Section 6.6 Survival of Representations and Warranties. All representations and warranties contained in this Agreement shall survive delivery of and payment for the Stockholder Shares. Section 6.7 Amendments; Termination. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement may be terminated by any of the parties hereto upon written notice to the other parties hereto on or after the 30th business day after the termination of the Merger Agreement in accordance with its terms. Section 6.8 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that Buyer may assign its rights and obligations to any affiliate of Buyer and provided, further, that no Stockholder may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the Buyer. Section 6.9 Governing Law. This Agreement shall be construed in accordance with and governed by the law of (NEW YORK) without giving effect to the principles of conflicts of laws thereof. 10 Page 15 of 21 Pages Section 6.10 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. 11 Page 16 of 21 Pages IN WITNESS WHEREOF, the parties have cause this Agreement to be duly executed as of the day and year first above written. SPEEDBIRD MERGE, INC. By: One Computer Associates Plaza Islandia, NY 11788-7000 Class of Stock Shares Owned ELECTRONIC DATA SYSTEMS - -------------- ------------ CORPORATION common 4,008,535 By: 7171 Forest Lane Dallas, TX 75230 Class of Stock Shares Owned HEWLETT-PACKARD COMPANY - -------------- ------------ common 2,004,268 By: 3000 Hanover Street Palo Alto, CA 94304 Class of Stock Shares Owned THOMAS I. UNTERBERG - -------------- ------------ common By: c/o The ASK Group, Inc. 2880 Scott Boulevard Santa Clara, CA 95052 12 Page 17 of 21 Pages Class of Stock Shares Owned ROBERT H. WATERMAN, JR. - -------------- ------------ common 6,000 ------------------------------------ c/o The ASK Group, Inc. 2880 Scott Boulevard Santa Clara, CA 95052 Class of Stock Shares Owned PAUL C. ELY, JR. - -------------- ------------ common 5,000 ------------------------------------ c/o The ASK Group, Inc. 2880 Scott Boulevard Santa Clara, CA 95052 Class of Stock Shares Owned ERIC CARLSON - -------------- ------------ common 10,000 ------------------------------------ c/o The ASK Group, Inc. 2880 Scott Boulevard Santa Clara, CA 95052 EX-8 3 WAIVER AND RELEASE 1 Page 18 of 21 Pages EXHIBIT 8 2 Page 19 of 21 Pages The ASK Group, Inc. 2880 Scott Boulevard P.O. Box 58013 Santa Clara, CA 95052-8013 May 18, 1994 Electronic Data Systems Corporation 7171 Forest Lane Dallas, Texas 75230 Attn: President, Manufacturing and Distribution Division Ladies and Gentlemen: This letter is being delivered to you in connection with the transactions contemplated by the Stockholder Option Agreement, dated as of May 18, 1994, among Speedbird Merge, Inc. ("Merger Sub") and certain holders of the shares of Common Stock of The ASK Group, Inc. (the "Company"), including Electronic Data Systems Corporation ("EDS"). Reference is also made to that certain Agreement and Plan of Merger, dated as of May 18, 1994 (the "Merger Agreement"), among Computer Associates International, Inc. ("CA"), Merger Sub and the Company. As an inducement to CA and Merger Sub to enter into the Merger Agreement, you agree that, effective upon the execution and delivery of the Stockholder Option Agreement and the Merger Agreement and for as long as the Merger Agreement has not been terminated in accordance with its terms, all rights that you have under Section 7.8 of the Common Stock Purchase Agreement, dated as of August 31, 1990 (the "Purchase Agreement") among the Company, EDS and Hewlett-Packard Company, whether presently existing or arising as a result of the transactions contemplated by the Merger Agreement, are hereby waived and released. Very truly yours, The ASK Group, Inc. By: Title: Vice President AGREED as of May 18, 1994: ELECTRONIC DATA SYSTEMS CORPORATION By: Vice President EX-9 4 CONSENT 1 Page 20 of 21 Pages EXHIBIT 9 2 Page 21 of 21 Pages The Ask Group, Inc. 2880 Scott Boulevard P.O. Box 58013 Santa Clara, California 95052-8013 May 18, 1994 Electronic Data Systems Corporation 7171 Forest Lane Dallas, Texas 75230 Attn: President, Manufacturing and Distribution Division Ladies and Gentlemen: This letter is being delivered to you in connection with the transactions contemplated by the Stockholder Option Agreement, dated as of May 18, 1994, among Speedbird Merge, Inc. ("Merger Sub") and certain holders of the shares of Common Stock of The ASK Group, Inc. (the "Company"), including Electronic Data Systems Corporation ("EDS"). Reference is made to that certain Agreement and Plan of Merger, dated as of May 18, 1994 (the "Merger Agreement"), among Computer Associates International, Inc., Merger Sub and the Company. This letter shall serve as the Company's consent to the execution and delivery by EDS of the Stockholder Option Agreement as well as consent to the performance by EDS of the Stockholder Option Agreement in accordance with its terms, notwithstanding any prohibition thereof contained in, or conflict with, the Common Stock Purchase Agreement, dated as of August 31, 1990 (the "Purchase Agreement") among the Company, EDS and Hewlett-Packard Company, including without limitation, any conflict with the provisions of Sections 7.2, 7.3, 7.5, 7.6 and 8.2 thereof. In addition, you acknowledge the Company's performance of its obligations under the Purchase Agreement, including without limitation, under Section 6.2 thereof. ACKNOWLEDGED AND ACCEPTED Very truly yours, ELECTRONIC DATA SYSTEMS CORPORATION THE ASK GROUP, INC. By: By: Title: Vice President Title: Vice President cc: General Counsel, Electronic Data Systems Corporation -----END PRIVACY-ENHANCED MESSAGE-----