-----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, RFZf+OGQYnQGsoYOHMblBOvJUJg3TQXWY7zecS4o7zw0ueXNoKvIZc0WzD0lSNEM NE/FKbOf6p8gA2lRoVxtqA== 0000898822-96-000474.txt : 19961106 0000898822-96-000474.hdr.sgml : 19961106 ACCESSION NUMBER: 0000898822-96-000474 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961105 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: 96654608 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. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 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. 4 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. All capitalized terms not defined herein have the meaning assigned to them in the Schedule 14D-9. ITEM 4. THE SOLICITATION OR RECOMMENDATION (a) Recommendation of the Board of Directors. Attached as Exhibit 14 to the Schedule 14D-9 is the further revised fairness opinion dated as of October 7, 1996 from Lazard Freres & Co. LLC ("Lazard") to the Board of Directors of the Company to the effect that the consideration to be received by the Company's stockholders in the Offer and in the Merger is fair to the stockholders from a financial point of view. The revised opinion replaces the opinion previously filed as Exhibit 13 and originally filed as Exhibit 3 to the Schedule 14D-9 and is identical to such opinion except that the following sentences replaces in their entirety the first sentence of the second to last paragraph of the prior opinions: Our engagement and the opinion expressed herein are for the benefit of the Company's Board of Directors in connection with its consideration of the transactions contemplated hereby. This opinion is not intended to and does not constitute a recommendation to any holder of Shares as to whether such holder should tender Shares pursuant to the Offer or vote to approve any Merger. Stockholders are urged to read such opinion in its entirety. Lazard has consented to the Company's inclusion of its opinion in the Schedule 14D-9. 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* 12 Press Release of the Company and CA, issued November 4, 1996* 13 Revised Opinion of Lazard Freres, dated as of October 7, 1996* 14 Further Revised Opinion of Lazard Freres, dated as of October 7, 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. November 5, 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 14 EXHIBIT 14 [LETTERHEAD OF LAZARD FRERES & CO. LLC] As of October 7, 1996 Cheyenne Software, Inc. The Board of Directors 3 Expressway Plaza Roslyn Heights, NY 11577 Dear Members of the Board: We understand that Cheyenne Software, Inc. (the "Company"), Computer Associates International, Inc. (the "Acquiror") and a wholly-owned subsidiary of Acquiror (the "Merger Subsidiary") have entered into an agreement dated October 7, 1996 (the "Agreement") pursuant to which Merger Subsidiary will make a tender offer (the "Offer") for any and all shares of the Company's common stock, par value $0.01 per share (the "Shares"), at $30.50 per Share in cash. The Agreement also provides that, following consummation of the Offer, Merger Subsidiary will be merged with and into the Company in a transaction (the "Merger") in which each remaining Share will be converted into the right to receive $30.50 in cash. You have requested our opinion as to the fairness, from a financial point of view, of the proposed cash consideration to be received by the holders of the Shares (other than Acquiror and its affiliates) in the Offer and the Merger. In connection with this opinion, we have: (i) reviewed the financial terms and conditions of the Agreement; (ii) analyzed certain historical business and financial information relating to the Company; (iii) reviewed certain financial forecasts and other data provided to us by the Company relating to its business; (iv) conducted discussions with members of the senior management of the Company with respect to its business and prospects; (v) reviewed public information with respect to certain other companies in lines of businesses we believe to be generally comparable to the business of the Company; (vi) reviewed the financial terms of certain business combinations involving companies in lines of business we believe to be generally comparable to the business of the Company; (vii) reviewed the historical stock prices and trading volumes of the Shares; and (viii) conducted such other financial studies, analyses and investigations as we deemed appropriate. We have relied upon the accuracy and completeness of the foregoing financial and other information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company. With respect to the financial forecasts referred to above, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. Further, our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. In rendering our opinion, we have assumed that the Offer and the Merger will be consummated on the terms described in the Agreement that we reviewed, without any waiver of any material terms or conditions by the Company. We were not requested to, and did not, solicit third party indications of interest in acquiring the Company. Lazard Freres & Co. LLC is acting as financial advisor to the Company in connection with the Offer and the Merger and will receive a fee for our services, a substantial portion of which is contingent upon the consummation of the Offer. Our engagement and the opinion expressed herein are for the benefit of the Company's Board of Directors in connection with its consideration of the transactions contemplated hereby. This opinion is not intended to and does not constitute a recommendation to any holder of Shares as to whether such holder should tender Shares pursuant to the Offer or vote to approve any Merger. It is understood that this letter may not be disclosed or otherwise referred to without our prior consent, except as may otherwise be required by law or by a court of competent jurisdiction. Based on and subject to the foregoing, we are of the opinion that the proposed cash consideration to be paid to the holders of the Shares (other than Acquiror and its affiliates) pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view. Very truly yours, LAZARD FRERES & CO. LLC By /s/ Gerald Rosenfeld Managing Director -----END PRIVACY-ENHANCED MESSAGE-----