-----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, HDqFQDmCL6nygdu3eQEUlEdK+DksMidpnjIt03jy/g+nKY5Ocg3+EX1Es9F7mkrG 2sbGCkTiUxmi4Xyi/tsm8g== 0000950172-99-000462.txt : 19990423 0000950172-99-000462.hdr.sgml : 19990423 ACCESSION NUMBER: 0000950172-99-000462 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990422 GROUP MEMBERS: STERLING SOFTWARE (SOUTHWEST), INC. GROUP MEMBERS: STERLING SOFTWARE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINK COMPUTER SCIENCES INC CENTRAL INDEX KEY: 0000745597 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942990567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47657 FILM NUMBER: 99599150 BUSINESS ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 MAIL ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINK COMPUTER SCIENCES INC CENTRAL INDEX KEY: 0000745597 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942990567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47657 FILM NUMBER: 99599151 BUSINESS ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 MAIL ADDRESS: STREET 1: 47370 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: 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 14D1/A 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: 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 14D1/A 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 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 2 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND STATEMENT ON SCHEDULE 13D AMENDMENT NO. 2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Interlink Computer Sciences, Inc. (Name of Subject Company) Sterling Software (Southwest), Inc. Sterling Software, Inc. (Bidders) Common Stock, $.001 par value (Title of Class of Securities) 458747102 (CUSIP Number of Class of Securities) Don J. McDermett, Jr., Esq. Sterling Software, Inc. 300 Crescent Court Suite 1200 Dallas, Texas 75201 Telephone: (214) 981-1000 Facsimile: (214) 981-1265 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Richard J. Grossman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 Sterling Software, Inc., a Delaware corporation ("Parent"), and Sterling Software (Southwest), Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"), hereby amend and supplement (i) their Tender Offer Statement on Schedule 14D-1, as amended ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on March 30, 1999, with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.001 per share (including the associated Preferred Share Purchase Rights, the "Shares"), of Interlink Computer Sciences, Inc., a Delaware corporation (the "Company"), at a purchase price of $7.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 1999 (the "Offer") and (ii) their Statement on Schedule 13D, as amended, filed with the Commission on March 30, 1999. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in Schedule 14D-1 or in the Offer to Purchase referred to therein. Item 10. ADDITIONAL INFORMATION. The information set forth in Item 10(c) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On April 22, 1999, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and incorporated herein by reference, announcing that Parent has received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Offer. Item 11. MATERIAL TO BE FILED AS EXHIBITS (a)(10) Text of Press Release issued by Parent on April 22, 1999 SIGNATURE After reasonable 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 22, 1999 STERLING SOFTWARE, INC. By: /s/ Don J. McDermett ---------------------------- Name: Don J. McDermett, Jr. Title: Senior Vice President STERLING SOFTWARE (SOUTHWEST), INC. By: /s/ Don J. McDermett ---------------------------- Name: Don J. McDermett, Jr. Title: Vice President EXHIBIT INDEX Exhibit - ------- (a)(10) Text of Press Release issued by Parent on April 22, 1999 EX-99 2 EXHIBIT (A)(10) - PRESS RELEASE STERLING SOFTWARE NEWS RELEASE STERLING SOFTWARE ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD IN TENDER OFFER FOR INTERLINK COMPUTER SCIENCES Dallas, TX, April 22, 1999 - Sterling Software, Inc. (SSW-NYSE) announced today that it has been advised that the waiting period under the Hart-Scott-Rodino Act applicable to the $7.00 per share cash tender offer for all outstanding shares of Interlink Computer Sciences, Inc. (INLK-NASDAQ) by Sterling Software (Southwest), Inc., a Sterling Software subsidiary, was terminated earlier today. Accordingly, the condition to the tender offer relating to the expiration or termination of the waiting period under the Hart-Scott-Rodino Act has been satisfied. The offer continues to be subject to certain other conditions, including the valid tender of that number of Interlink shares which, together with Interlink shares beneficially owned by Sterling Software, represents a majority of Interlink's outstanding shares on a fully diluted basis. The tender offer and related withdrawal rights are currently scheduled to expire at midnight, New York City time, on Monday, April 26, 1999. Georgeson & Company Inc. is acting as the Information Agent for the tender offer. Sterling Software is a leading provider of software and services for the application development, information management, systems management and federal systems markets. The company is ranked among Business Week's 1998 "Info Tech 100" as one of the world's best performing information technology companies. Headquartered in Dallas, Sterling Software has a worldwide installed base of more than 20,000 customer sites and 3,600 employees in 90 offices worldwide. For more information on Sterling Software, visit the company's Web site at www.sterling.com. Contact: Julie Kupp Sterling Software, Inc. (214) 981-1000 julie.kupp@sterling.com -----END PRIVACY-ENHANCED MESSAGE-----