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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9* 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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* Constituting the final amendment to Schedule 14D-1.
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This Statement constitutes the final amendment to 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 10. ADDITIONAL INFORMATION.
The Offer expired as scheduled at 12:00 midnight, New York City time, on
March 16, 1998. As of such time the conditions to the Offer had not been
satisfied. As a result, Computer Associates terminated the Offer in accordance
with its previous announcements and the terms of the Offer. No Shares were
accepted for payment pursuant to the Offer, and any Shares tendered will be
promptly returned. A copy of the press release dated March 17, 1998 with respect
to the expiration of the Offer is attached as Exhibit (a)(19) to this Statement,
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(19) Text of press release issued by Computer Associates dated March 17, 1998.
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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 17, 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
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(19) Text of press release issued by Computer Associates dated March 17, 1998.
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Exhibit (a)(19)
Contacts:
Bob Gordon, Public Relations
Doug Robinson, Investor Relations
(516) 342-2391
(516) 342-2745
[email protected]
[email protected]
CA'S TENDER OFFER FOR CSC EXPIRES
ISLANDIA, N.Y., March 17, 1998--Computer Associates International, Inc.
(CA: NYSE) today that its $108 per share cash tender offer for Computer
Sciences Corporation common stock expired as scheduled at 12:00 midnight, New
York City time, on Monday, 16, 1998, and that as of such time the conditions
to the offer had not been satisfied. As result, CA terminated the offer in
accordance with its previous announcements and the terms the offer. No shares
were accepted for payment pursuant to the offer, and any shares tendered will
be promptly returned.
Computer Associates International, Inc. (NYSE: CA), with headquarters in
Islandia, N.Y., the world leader in mission-critical business software. The
company develops, licenses supports more than 500 integrated products that
include enterprise computing and management, application development,
manufacturing and financial. CA has over 11,000 people in 160 offices in 43
countries and had revenue $4.5 billion in calendar year 1997. CA can be reached
by visiting http://www.cai.com the World Wide Web, emailing [email protected], or
calling 1-516-342-5224.
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