-----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, BKWm6DFYZdoCg9cgN9uIveGMZH4GoxyQKkjmAF/fbFZuJy8yFa1UfL7K57hYTuI8 Clndf5sARh7Jh+rupxeNeA== 0000912057-00-007921.txt : 20000223 0000912057-00-007921.hdr.sgml : 20000223 ACCESSION NUMBER: 0000912057-00-007921 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000222 GROUP MEMBERS: COMPUTER ASSOCIATES INTERNATIONAL INC GROUP MEMBERS: SILVERSMITH ACQUISITION CORP. 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: SC TO-T SEC ACT: SEC FILE NUMBER: 005-35017 FILM NUMBER: 550432 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: SC TO-T BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 SC TO-T 1 SC TO 10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 -------------------------- STERLING SOFTWARE, INC. (Name of Subject Company) -------------------------- SILVERSMITH ACQUISITION CORP. COMPUTER ASSOCIATES INTERNATIONAL, INC. (Name of Filing Person--Offeror) -------------------------- COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 859547101 (CUSIP Number of Class of Securities) STEVEN M. WOGHIN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NEW YORK 11749-7000 (631) 342-5224 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) -------------------------- Copies to: SCOTT F. SMITH, ESQ. STEPHEN A. INFANTE, ESQ. J. D. WEINBERG, ESQ. COVINGTON & BURLING 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 -------------------------- CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE** $3,615,625,000 $723,125
* Estimated for purposes of calculating the amount of the filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based upon (a) $36.15625, the average of the high and low price per share of Sterling Software, Inc. common stock on February 15, 2000 as reported on the New York Stock Exchange Composite Transaction Tape, multiplied by (b) 100,000,000, representing the aggregate number of shares of Sterling Software, Inc. common stock outstanding on February 9, 2000 plus the maximum number of shares expected to be issued pursuant to outstanding options prior to the date the offer is expected to be consummated. ** One-fiftieth of 1% of the value of the transaction. /X/ 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. Filing Party: Computer Associates Amount Previously Paid: $954,525 International, Inc. Form or Registration No.: Form S-4 Date Filed: February 22, 2000
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), through its wholly owned subsidiary, Silversmith Acquisition Corp., a Delaware corporation ("Silversmith"), to exchange each issued and outstanding share of common stock, par value $.10 per share (together with the associated preferred stock purchase rights, the "Sterling Software Shares"), of Sterling Software, Inc., a Delaware corporation ("Sterling Software"), for shares of common stock, par value $.10 per share (together with the associated preferred stock purchase rights, the "Computer Associates Shares"), of Computer Associates based on the exchange ratio described in the Prospectus referenced below, along with cash under specified circumstances described in the Prospectus. The Offer is made pursuant to an Agreement and Plan of Merger, dated as of February 14, 2000, among Sterling Software, Computer Associates and Silversmith, which contemplates a business combination of Sterling Software and Computer Associates (the "Merger"). Computer Associates has filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the Computer Associates Shares to be issued to stockholders of Sterling Software in the Offer and the Merger (the "Registration Statement"). The terms and conditions of the Offer and the Merger are set forth in the prospectus which is a part of the Registration Statement (the "Prospectus"), and the related Letter of Transmittal, which are Exhibits (a)(1) and (a)(2) hereto. All of the information in the Prospectus and the related Letter of Transmittal, and any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the Securities and Exchange Commission by Computer Associates, is hereby incorporated by reference in answer to Items 2 through 11 of this Schedule TO. ITEM 1. SUMMARY TERM SHEET. Information is disclosed to security holders in a prospectus meeting the requirements Rule 421(d) of the Securities Act of 1933. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (c) During the last five years, none of Computer Associates, Silversmith or, to the best of their knowledge, any of the persons listed on Annex A to the Prospectus (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. ITEM 12. EXHIBITS. (a)(1) Prospectus relating to Computer Associates Shares to be issued in the Offer and the Merger (incorporated by reference from Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit 99.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99.2 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.3 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000).
2 (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.4 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(6) Form of Letter to Participants in Sterling Software's 401(k) plan (incorporated by reference to exhibit 99.5 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to exhibit 99.6 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(1) Agreement and Plan of Merger dated as of February 14, 2000, among Sterling Software, Inc., Computer Associates International, Inc. and Silversmith Acquisition Corp. (incorporated by reference to exhibit 2.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(2) Agreement dated as of February 14, 2000, among Silversmith Acquisition Corp. and certain stockholders of Sterling Software, Inc. named therein (incorporated by reference to exhibit 10.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(3) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Sam Wyly (incorporated by reference to exhibit 10.2 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(4) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Charles J. Wyly, Jr. (incorporated by reference to exhibit 10.3 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(5) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Sterling L. Williams (incorporated by reference to exhibit 10.4 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(6) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Geno P. Tolari (incorporated by reference to exhibit 10.5 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(7) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and F.L. "Mike" Harvey (incorporated by reference to exhibit 10.6 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(8) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Don J. McDermett, Jr. (incorporated by reference to exhibit 10.7 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(9) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and B. Carole Morton (incorporated by reference to exhibit 10.8 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000).
3 (d)(10) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Mark A. Theel (incorporated by reference to exhibit 10.9 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(11) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and R. Logan Wray (incorporated by reference to exhibit 10.10 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(12) Amendment to Change in Control Severance Agreement, dated February 14, 2000, by and among Sterling Software, Computer Associates and Evan A. Wyly (incorporated by reference to exhibit 10.11 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(13) Form of Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and certain non-executive officers of Sterling Software, Inc. (incorporated by reference to exhibit 10.12 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(14) Agreement (SERP Agreement), dated as of February 15, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Geno P. Tolari (incorporated by reference to exhibit 10.13 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000).
4 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. Dated: February 22, 2000 SILVERSMITH ACQUISITION CORP. By: /s/ STEVEN M. WOGHIN ----------------------------------------- Name: Steven M. Woghin Title: Vice President COMPUTER ASSOCIATES INTERNATIONAL, INC. By: /s/ STEVEN M. WOGHIN ----------------------------------------- Name: Steven M. Woghin Title: Senior Vice President and General Counsel
5 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME - --------------------- ------------------------------------------------------------ (a)(1) Prospectus relating to Computer Associates Shares to be issued in the Offer and the Merger (incorporated by reference from Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit 99.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99.2 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.3 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.4 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(6) Form of Letter to Participants in Sterling Software's 401(k) plan (incorporated by reference to exhibit 99.5 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to exhibit 99.6 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(1) Agreement and Plan of Merger dated as of February 14, 2000, among Sterling Software, Inc., Computer Associates International, Inc. and Silversmith Acquisition Corp. (incorporated by reference to exhibit 2.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(2) Agreement dated as of February 14, 2000, among Silversmith Acquisition Corp. and certain stockholders of Sterling Software, Inc. named therein (incorporated by reference to exhibit 10.1 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(3) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Sam Wyly (incorporated by reference to exhibit 10.2 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(4) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Charles J. Wyly, Jr. (incorporated by reference to exhibit 10.3 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(5) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Sterling L. Williams (incorporated by reference to exhibit 10.4 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000).
6
EXHIBIT NUMBER EXHIBIT NAME - --------------------- ------------------------------------------------------------ (d)(6) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Geno P. Tolari (incorporated by reference to exhibit 10.5 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(7) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and F.L. "Mike" Harvey (incorporated by reference to exhibit 10.6 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(8) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Don J. McDermett, Jr. (incorporated by reference to exhibit 10.7 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(9) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and B. Carole Morton (incorporated by reference to exhibit 10.8 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(10) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Mark A. Theel (incorporated by reference to exhibit 10.9 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(11) Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and R. Logan Wray (incorporated by reference to exhibit 10.10 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(12) Amendment to Change in Control Severance Agreement, dated February 14, 2000, by and among Sterling Software, Computer Associates and Evan A. Wyly (incorporated by reference to exhibit 10.11 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(13) Form of Amendment to Change in Control Severance Agreement, dated as of February 14, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and certain non-executive officers of Sterling Software, Inc. (incorporated by reference to exhibit 10.12 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000). (d)(14) Agreement (SERP Agreement), dated as of February 15, 2000, by and among Sterling Software, Inc., Computer Associates International, Inc. and Geno P. Tolari (incorporated by reference to exhibit 10.13 to Computer Associates' Registration Statement on Form S-4 filed on February 22, 2000).
7 -----END PRIVACY-ENHANCED MESSAGE-----