-----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, OPEilMFfzKqCIIGHWZ0Dm8ipaUufGIYwFIIbTkphY6cpoH1MYfIXtQTRTwg/sCeK jshYGCOrF2qFtCofW183Sw== 0000898822-96-000437.txt : 19961028 0000898822-96-000437.hdr.sgml : 19961028 ACCESSION NUMBER: 0000898822-96-000437 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961025 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEYENNE SOFTWARE INC CENTRAL INDEX KEY: 0000738830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133175893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37554 FILM NUMBER: 96648088 BUSINESS ADDRESS: STREET 1: 3 EXPRESSWAY PLZ CITY: ROSLYN HEIGHTS STATE: NY ZIP: 11577 BUSINESS PHONE: 5164845110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEYENNE SOFTWARE INC CENTRAL INDEX KEY: 0000738830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133175893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 3 EXPRESSWAY PLZ CITY: ROSLYN HEIGHTS STATE: NY ZIP: 11577 BUSINESS PHONE: 5164845110 SC 14D9/A 1 SCHEDULE 14D-9 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 CHEYENNE SOFTWARE, INC. (Name of Subject Company) CHEYENNE SOFTWARE, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (Title of Class of Securities) 16688810 (CUSIP Number of Class of Securities) MICHAEL B. ADLER VICE PRESIDENT AND GENERAL COUNSEL CHEYENNE SOFTWARE, INC. 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NEW YORK 11577 (516) 465-4000 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) COPY TO: BARRY A. BRYER WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019-6150 (212) 403-1000 This Amendment No. 2 to Schedule 14D-9 Solicitation/ Recommendation Statement amends and supplements the Schedule 14D-9 Solicitation/Recommendation Statement (as amended or supplemented from time to time, the "Schedule 14D-9") filed with the Securities and Exchange Commission (the "Commission") on October 11, 1996 by Cheyenne Software, Inc. (the "Company"). This Schedule 14D-9 relates to the tender offer described in the Tender Offer Statement on Schedule 14D-1 dated October 11, 1996 (as amended or supplemented from time to time, the "Schedule 14D-1"), filed by Tse-tsehese-staestse, Inc., a Dela- ware corporation (the "Purchaser"), which is a wholly owned subsidiary of Computer Associates International, Inc., a Dela- ware corporation ("CA"), with the Commission relating to an offer (the "Offer") by the Purchaser to purchase all the issued and outstanding shares of common stock of the Company ("Shares") at a price of $30.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated October 11, 1996, as amended or supplemented, and the related Letter of Transmittal. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. On October 25, 1996, the Company and CA issued a press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Offer has expired and stating that the Offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, November 8, 1996, unless extended. A copy of the press release issued by the Company and CA is attached hereto as Exhibit 11 and incorporated herein by reference; the foregoing description is qualified in its entirety by reference to such exhibit. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NUMBER DESCRIPTION 1 Merger Agreement* 2 Rights Agreement Amendment* 3 Opinion of Lazard Freres, dated October 7, 1996 (Attached as Annex B to Schedule 14D-9 mailed to stockholders)* 4 Press Release of the Company and CA, issued October 7, 1996* 5 Confidentiality Agreement dated October 1, 1996 between CA and the Company* 6 Article Nine of the Restated Certificate of Incorporation of the Company* 7 Section Seven of the Restated By-Laws of the Company* 8 Letter dated October 11, 1996 from ReiJane Huai to the stockholders of the Company (Included with Schedule 14D-9 mailed to stockholders)* 9 Amended Class Action Complaint in Lia Moskowitz v. ReiJane Huai, et. al. and in Miles Tepper v. ReiJane Huai et. al. filed in the Court of Chancery of the State of Delaware* 10 Press Release of the Company, issued October 22, 1996* 11 Press Release of the Company and CA, issued October 25, 1996 _____________________ * Previously filed. -2- SIGNATURE After reasonable inquiry and to the best of my knowl- edge and belief, I certify that the information set forth in this statement is true, complete and correct. October 25, 1996 CHEYENNE SOFTWARE, INC. By /s/ Elliott Levine Name: Elliot Levine Title: Executive Vice President, Senior Financial Officer and Treasurer -3- EX-99 2 EXHIBIT 11 Exhibit 11 [Letterhead of Computer Associates] Contact: Doug Robinson - CA Investor Relations Bob Gordon - CA Public Relations (516) 342-2745 (516) 342-2391 dougr@mail.cai.com bobg@cai.com Elliot Levine - Cheyenne EVP/CFO (516) 465-4000 COMPUTER ASSOCIATES ANNOUNCES HSR WAITING PERIOD EXPIRES IN TENDER OFFER FOR CHEYENNE SOFTWARE, INC. SHARES ISLANDIA, NY and ROSLYN HEIGHTS, NY, October 25, 1996 - Computer Associates International, Inc. (NYSE: CA) and Cheyenne Software, Inc. (AMEX: CYE) announced today that the Hart-Scott-Rodino waiting period relating to CA's ongoing $30.50 per share tender offer for Cheyenne Software, Inc. has expired. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, November 8, 1996, unless extended. Computer Associates International, Inc. (NYSE: CA), with headquarters in Islandia, NY, is the world leader in mission-critical software. The company develops, licenses, and supports more than 500 integrated products that include enterprise computing and information management, application development, manufacturing and financial applications. CA has 9000 people in 130 offices in 40 countries and had revenue of more than $3.5 billion in fiscal year 1996. CA can be reached by visiting http://www.cai.com on the World Wide Web, emailing info@cai.com, or calling 1-516-342-5224. Cheyenne Software, Inc. is an international developer of essential software solutions for NetWare, Windows NT, UNIX, Macintosh, OS/2, Windows 3.1 and Windows 95 operating systems. Its enterprise-wide offerings include an array of storage management, security, and communications products, including Cheyenne [Registered Mark] HSM, JETserve [Trademark], InocuLAN [Trademark], FAXserve [Trademark], and its flagship product line, the ARCserve [Registered Mark] family of network backup software. Cheyenne can be contacted at (800) 243-9462 (U.S. or Canada) or (516) 465-4000, or by visiting its WWW home page at: http://www.cheyenne.com. ### -----END PRIVACY-ENHANCED MESSAGE-----