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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Computer Sciences Corporation
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(Name of Registrant as Specified In Its Charter)
Computer Associates
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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CONTACT: Bob Gordon, CA Doug Robinson, Investor Relations
(516) 342-2391 (516) 342-2745
[email protected] [email protected]
CA TO PROCEED WITH CSC OFFER
ISLANDIA, N.Y., February 19, 1998 - Computer Associates International, Inc.
today announced that it is proceeding with its offer for Computer Sciences
Corporation at $108 cash per share. CA stated that, while it clearly preferred
and offered to negotiate a transaction with CSC management, the decision now
should be submitted to CSC shareholders in a fair referendum.
CA today modified its Hart-Scott Rodino notification in order to shorten the
waiting period for antitrust clearance to 15 days.
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 on the
World Wide Web, emailing [email protected], or calling 1-516-342-5224.
Computer Associates and the Computer Associates Nominees are participants in
the planned solicitation. The Computer Associates nominees are Charles B. Wang,
Sanjay Kumar, Russell Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P.
McWade, Ira Zar, Michael A. McElroy, David Kaplan, Robert Toth, Richard
Chiarello, Lisa Savino, Gary Quinn, Abraham Poznanski and Douglas Robinson.
None of the Computer Associates Nominees will receive any additional
compensation for their participation in this solicitation.
Computer Associates owns, through a wholly owned subsidiary, 170,000 shares of
common stock of Computer Sciences Corporation. None of the Computer Associates
Nominees owns any shares of Computer Sciences common stock.
Computer Associates has also retained Bear, Stearns & Co. Inc. and its
affiliates ("Bear Stearns") to provide certain financial advisory services to
Computer Associates. Bear Stearns is acting as Dealer Manager in connection
with the Offer and as financial advisor to Computer Associates and the CAI
Computer Services Corp., a wholly owned subsidiary of Computer Associates, in
connection with the proposed acquisition of the Company, but Bear Stearns has
not been retained to specifically assist in this solicitation. Computer
Associates is obligated to pay to Bear Stearns, if, as more fully described in
the engagement letter relating to Bear Stearns' engagement, during the term of
the engagement or within 12 months thereafter Computer Associates acquires the
Company or more than 50% of its outstanding voting securities, a fee of $5
million and a fee of $1 million (which will be credited against such $5 million
fee) if Computer Associates requests Bear Stearns to render a customary
fairness opinion. Bear
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Stearns is also entitled to act as sole underwriter, placement agreement and
financial advisor in connection with certain debt and equity financings (and
certain refinancings) and certain asset sales for a specified period
following the acquisition and to receive fees in connection therewith. In
addition, Computer Associates has agreed to reimburse Bear Stearns for its
reasonable expenses, including reasonable fees and disbursements of its
counsel, incurred in rendering its services under its engagement agreement
with Computer Associates and has agreed to indemnify Bear Stearns against
certain liabilities and expenses in connection with the Offer and Proposed
Merger, including certain liabilities under federal securities laws. Bear
Stearns from time to time renders various investment banking services to
Computer Associates and its affiliates for which it is paid customary fees.
In connection with Bear Stearns' engagement as financial advisor, Computer
Associates anticipates that Michael J. Urfirer, Senior Managing Director of
Bear Stearns, Lisa M. Price, Senior Managing Director of Bear Stearns and
Barry J. Cohen, Senior Managing Director of Bear Stearns, none of whom will
receive additional compensation for such solicitation, may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are shareholders for the purpose of assisting in
this solicitation. Bear Stearns will not receive any fee for, or in
connection with, such solicitation activities by its employees apart from the
fees it is otherwise entitled to receive as described above. None of the
above-named employees of Bear Stearns owns any shares of Computer Sciences
Corporation common stock.
