-----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, MLwb0pDL3rW57WZ+/Iejs8wU1na6py5saO8izF1PDs9YtNZNvlQ1CsR6Em78+LQ8 4bc+lRWhjhOUbW0RmNnG0w== 0000912057-00-015896.txt : 20000404 0000912057-00-015896.hdr.sgml : 20000404 ACCESSION NUMBER: 0000912057-00-015896 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000403 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/A SEC ACT: SEC FILE NUMBER: 005-35017 FILM NUMBER: 592584 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/A BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 SC TO-T/A 1 SC TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 7) ------------------------ 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 ------------------------ / / 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: /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO filed by Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), and Silversmith Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Computer Associates ("Silversmith"), on February 22, 2000, as previously amended (the "Schedule TO"), relating to the offer by Computer Associates through Silversmith to exchange each issued and outstanding share of common stock, par value $.10 per share (together with the associated preferred stock purchase rights), 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 as amended on March 13, 2000, and declared effective under the Securities Act of 1933 by the Commission on March 14, 2000, relating to the Computer Associates Shares to be issued to stockholders of Sterling Software in the Offer and the Merger (as so amended, 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 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented as follows: On April 3, 2000, Computer Associates issued the press release filed as Exhibit (a)(14) hereto announcing the expiration of the Offer. The Offer expired at midnight, New York City time on Friday, March 31, 2000. All Sterling Software shares validly tendered (and not properly withdrawn) prior to the expiration of the Offer have been accepted for exchange and will be exchanged promptly for Computer Associates Shares and cash in lieu of fractional share interests. Approximately 75,906,290 shares of Sterling Software were tendered (including through notices of guaranteed delivery) in the Offer prior to its expiration, which constitutes approximately 91.4 percent of the total number of outstanding shares of common stock of Sterling Software. The information set forth in this press release is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(14) Text of press release issued by Computer Associates dated April 3, 2000 (filed under Rule 425 under the Securities Act of 1933 by Computer Associates on April 3, 2000).
2 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: April 3, 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
3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME - --------------------- ------------------------------------------------------------ (a)(14) Text of press release issued by Computer Associates dated April 3, 2000 (filed under Rule 425 under the Securities Act of 1933 by Computer Associates on April 3, 2000).
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