-----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, PCBtIO8irxQUZYUKZFCGSeMjJh9fBGhW+R3gbjtX9fAHdTTVxVpN8yAB/rSGKivB 0JnvbE7OoM5jpGA9vrCFOQ== 0000356028-00-000015.txt : 20000331 0000356028-00-000015.hdr.sgml : 20000331 ACCESSION NUMBER: 0000356028-00-000015 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-08465 FILM NUMBER: 585050 BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149811000 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 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: 425 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 425 1 Filed by Computer Associates International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Software, Inc. Commission File No. 333-30842 Contact: Doug Robinson, Investor Relations Bob Gordon, Public Relations (631) 342-2745 (631) 342-2391 dougr@ca.com bobg@ca.com COMPUTER ASSOCIATES EXTENDS TENDER OFFER FOR STERLING SOFTWARE, INC. TO MARCH 31, 2000 ISLANDIA, N.Y., March 29, 2000 - - Computer Associates International, Inc. (CA) announced today that Silversmith Acquisition Corp., a wholly-owned subsidiary of CA, is extending its offer to acquire all outstanding shares of common stock of Sterling Software, Inc. (Sterling) until midnight, New York City time, on Friday, March 31, 2000. The extension is required to provide the United States Department of Justice time to review additional information and documents requested pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) in conjunction with CA's ongoing tender offer. CA responded to the request on March 22, 2000. The final exchange ratio under the offer (if by Friday, March 31, 2000, the waiting periods under antitrust laws applicable to the offer are cleared, including HSR) will be 0.5634 shares of CA common stock for each share of common stock of Sterling, unless a reset is required in accordance with the terms of the offer. The exchange ratio of 0.5634 is the ratio announced at the commencement of the offer. If a reset of the exchange ratio does occur, CA will announce the reset exchange ratio by press release, will file that press release with the Securities and Exchange Commission and will extend the offer as required by the Commission. As a consequence of the extension of the expiration date, holders of Sterling common stock may tender or withdraw shares until midnight, New York City time, Friday, March 31, 2000, unless the offer is further extended. The offer was previously scheduled to expire at midnight on Wednesday, March 29, 2000. Based on the latest count of tendered shares, approximately 50,437,620 shares of Sterling common stock have been tendered and not withdrawn pursuant to the tender offer. The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth Avenue, New York, N.Y. 10010, telephone: (800) 322-2885, facsimile: (212) 929-0308 or proxy@mackenziepartners.com. Computer Associates International, Inc., the world's leading business software company, delivers the end-to-end infrastructure to enable eBusiness through innovative technology, services and education. CA has 18,000 employees worldwide and had revenue of $6.3 billion for the year ended December 31, 1999. For more information, visit www.ca.com. Sterling Software is one of the world's leading software companies, providing software and services for the application development, business intelligence, information management, storage management, network management, Web management, VM systems management, and federal systems markets. Headquartered in Dallas, Sterling Software has a worldwide installed base of more than 20,000 customer sites and 3,800 employees in 90 offices worldwide. For more information on Sterling Software, visit the company's Web site at www.sterling.com. ### All trademarks, trade names, service marks and logos referenced herein belong to their respective companies. ---- We urge investors and security holders to read the following regarding the tender offer, including amendments that may be made to them, because they contain important information: - - Computer Associates' preliminary prospectus, prospectus supplements, final prospectus and tender offer material. - - Computer Associates' Registration Statement on Form S-4 and Schedule TO, as amended, containing or incorporating by reference such documents and other information. - - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9, as amended. These documents and amendments to these documents have or will be filed with the United States Securities and Exchange Commission. When these and other documents are filed with the SEC, they may be obtained free at the SEC's web site at www.sec.gov. You may also obtain for free each of these documents (when available) from Computer Associates by directing your request to Investor Relations at www.ca.com/invest/questions or by fax at 631-342-6864, or from Sterling Software by directing your request to investor@sterling.com or by fax at (214) 981-1215. ### -----END PRIVACY-ENHANCED MESSAGE-----