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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
(Name of Subject Company)
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CAI COMPUTER SERVICES CORP.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Bidder)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(Title of Class of Securities)
20536310-4
(CUSIP Number of Class of Securities)
SANJAY KUMAR
PRESIDENT AND CHIEF OPERATING OFFICER
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
TELEPHONE: (516) 342-5224
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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COPIES TO:
SCOTT F. SMITH, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on February 17, 1998, as
previously amended (the "Schedule 14D-1"), relating to the offer by CAI Computer
Services Corp., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Computer Associates International, Inc., a Delaware corporation
("Computer Associates"), to purchase all outstanding shares of Common Stock, par
value $1.00 per share (the "Shares"), of Computer Sciences Corporation, a Nevada
corporation ("CSC"), together with (unless and until the Purchaser declares that
the Rights Condition (as defined in the Offer to Purchase) has been satisfied)
the Series A Junior Participating Preferred Stock Purchase Rights (the "Rights")
associated therewith, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated February 17, 1998 (the "Offer to Purchase"), and in
the related Letter of Transmittal, at a purchase price of $108 per Share (and
associated Right), net to the tendering stockholder in cash, without interest
thereon. Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 10. ADDITIONAL INFORMATION.
On March 6, 1998, Computer Associates issued a press release announcing that
it has terminated the bank commitments for financing the Offer. The terms of
such commitments were described in Section 12 of the Offer to Purchase. A copy
of the March 6, 1998 press release is attached as Exhibit (a)(16) to this
Statement, and is incorporated herein by reference.
On March 9, 1998, Computer Associates issued a press release announcing that
it has received a request for additional information and documents from the
Antitrust Division of the Department of Justice relating to Computer Associates'
offer to acquire CSC. A copy of the March 9, 1998 press release is attached as
Exhibit (a)(17) to this Statement, and is incorporated herein by reference.
As it has previously announced, Computer Associates will not extend the
Offer, which is scheduled to expire at 12:00 midnight, New York City time, on
Monday, March 16, 1998. Under the present circumstances, Computer Associates
believes that the conditions to the Offer (as described in the Offer to
Purchase) can not be satisfied as of the date and time the Offer is scheduled to
expire, and that the Offer will expire with no Shares accepted for payment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(16) Text of press release issued by Computer Associates dated March 6, 1998.
(a)(17) Text of press release issued by Computer Associates dated March 9, 1998.
</TABLE>
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 11, 1998
CAI COMPUTER SERVICES CORP.
By /s/ PETER SCHWARTZ
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Name: Peter Schwartz
Title: Vice President and Treasurer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By /s/ PETER SCHWARTZ
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Name: Peter Schwartz
Title: Senior Vice President and
Chief Financial Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(16) Text of press release issued by Computer Associates dated March 6, 1998.
(a)(17) Text of press release issued by Computer Associates dated March 9, 1998.
</TABLE>
4
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Exhibit (a)(16)
COMPUTER ASSOCIATES TERMINATES FINANCING FOR CSC TENDER OFFER
ISLANDIA, N.Y., March 6, 1998-Computer Associates International, Inc. (CA:
NYSE) today announced it has terminated the bank commitments for financing of
its $108 per share all cash offer to acquire Computer Sciences Corporation.
Computer Associates' wholly owned subsidiary CAI Computer Services Corp. is
making a tender offer for all outstanding shares of Computer Sciences
Corporation common stock at a price of $108 per share in cash. The tender
offer is scheduled to expire at 12:00 o'clock midnight New York City time on
Monday March 16, 1998, unless extended in a manner described in the Offer to
Purchase dated February 17, 1998.
Computer Associates International, Inc. (NYSE: CA), with headquarters in
Islandia, N.Y., is the world leader in mission-critical business 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 over 11,000
people in 160 offices in 43 countries and had revenue of $4.5 billion in
calendar year 1997. CA can be reached by visiting < http://www.cai.com >
http://www.cai.com on the World Wide Web, emailing < mailto:[email protected] >
[email protected], or calling 1-516-342-5224.
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EXHIBIT (a)(17)
COMPUTER ASSOCIATES RECEIVES SECOND REQUEST FROM
DEPARTMENT OF JUSTICE
ISLANDIA, N.Y., March 9, 1998 -- Computer Associates International, Inc.
(CA:NYSE) announced today that it had received on Friday, March 6, 1998, a
second request for additional information from the Antitrust Division of the
Department of Justice relating to its offer to acquire Computer Sciences
Corporation. Computer Associates' wholly owned subsidiary CAI Computer
Services Corp. is making a tender offer for all outstanding shares of
Computer Sciences Corporation common stock at a price of $108 per share in
cash. The tender offer is scheduled to expire at 12:00 o'clock midnight New
York City time on Monday March 16, 1998, unless extended in the manner
described in the Offer to Purchase dated February 17, 1998.
