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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8 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 10. ADDITIONAL INFORMATION.
On March 12, 1998, Computer Associates issued a press release announcing
that the federal district court in Nevada granted Computer Associates' motion
to, among other things, vacate the expedited hearing scheduled for March 16,
1998 in Computer Associates' litigation with Computer Sciences Corporation. A
copy of the March 12, 1998 press release is attached as Exhibit (a)(18) to this
Statement, and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(18) Text of press release issued by Computer Associates dated March 12, 1998.
</TABLE>
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 13, 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)(18) Text of press release issued by Computer Associates dated March 12, 1998.
</TABLE>
4
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Exhibit (a)(18)
Contact:
Bob Gordon, Public Relations
Doug Robinson, Investor Relations
(516) 342-2391
(516) 342-2745
[email protected]
[email protected]
NEVADA COURT VACATES EXPEDITED HEARING
ISLANDIA, N.Y., March 12, 1998 -- Computer Associates International, Inc.
(CA: NYSE) announced today that the federal district court in Nevada
granted CA's motion to, among other things, vacate the expedited hearing
scheduled for March 16, 1998 in CA's litigation with Computer Sciences
Corporation. As it has previously announced, CA will not extend its tender
offer for CSC common stock, which is scheduled to expire at 12:00 midnight,
New York City time, on Monday, March 16, 1998. Under the present
circumstances, CA believes that the conditions to the tender offer (as set
forth in the Offer to Purchase dated February 17, 1998) can not be satisfied
by the date and time the offer is scheduled to expire, and that the offer
will expire with no CSC shares accepted for payment.
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.
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