<PAGE>
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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Computer Associates
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[COMPUTER ASSOCIATES LOGO] PRESS RELEASE
Contact: Bob Gordon, CA Doug Robinson, Investor Relations
(516) 342-2391 (516) 342-2745
[email protected] [email protected]
COMPUTER ASSOCIATES PROCEEDS WITH OFFER FOR
COMPUTER SCIENCES
ISLANDIA, N.Y., March 2, 1998 - Computer Associates International, Inc.
(CA:NYSE) announced today that it is proceeding with its $108 per share all cash
offer to acquire Computer Sciences.
"After reviewing CSC's 14D-9 filing today, we see no new information from CSC,"
stated Charles B. Wang, CA's Chairman and CEO. "CSC's principal justification
for rejecting the offer appears to be our willingness to pay more in a promptly
negotiated transaction. Under these circumstances, we are bewildered by the
intransigence of CSC's management in refusing to meet with us and the lengths to
which its Board of Directors has gone to frustrate the rights of CSC
shareholders. We are hopeful that the prompt hearing the Nevada Federal District
Court scheduled for March 16, 1998 will eliminate the impediments the CSC Board
has erected and confirm the shareholders rights to have a say in accepting CA's
offer."
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 solicitation of consents, proxies and agent designations from Computer
Sciences Corporation shareholders. 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 own, 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 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
<PAGE>
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 Stearns is also entitled to act as sole lead 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 the Proposed Merger,
including certain liabilities under the 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.
###
<PAGE>
[COMPUTER ASSOCIATES LOGO] PRESS RELEASE
Contact: Bob Gordon, CA Doug Robinson, Investor Relations
(516) 342-2391 (516) 342-2745
[email protected] [email protected]
HEARING EXPEDITED ON COMPUTER ASSOCIATES' TAKEOVER OF CSC
NEVADA COURT SETS MARCH 16 HEARING TO RULE ON LEGALITY
OF ANTI-TAKEOVER MEASURES ADOPTED BY CSC
ISLANDIA, N.Y., February 27, 1998--The United States District Court for the
District of Nevada late yesterday granted Computer Associates' motion, which was
vigorously opposed by Computer Sciences Corporation, for an expedited hearing to
declare illegal anti-takeover measures recently adopted by CSC. The ruling
stated that, "because a material delay carries the potential of impeding the
tender offer, the court concludes that an expedited disposition of the issues is
warranted."
Based upon that hearing, scheduled for March 16, the Court will decide CA's
claims that amendments to CSC's bylaws strip away the rights of CSC shareholders
to remove the board of directors and to consider its $9 billion all-cash offer.
The Court will also decide CSC shareholders' rights to remove and replace CSC
directors who oppose CA's offer.
Last night, CSC issued a misleading press release headlining one minor issue
which has nothing to do with whether the anti-takeover issues are illegal. The
CSC press release ignored the main import of the Court's ruling, which was to
grant an expedited hearing to address the legality of CSC's recently adopted
anti-takeover measures.
In fact, the Court referred all discovery on that ancillary point to a
magistrate judge while scheduling an immediate hearing on the legality of the
amendments. The Court rejected CSC's request that no hearing take place before
mid-June and refused to delay consideration of the legality of CSC's response
until CSC took discovery.
Computer Associates is pleased with the Court's decision to hear its claims
promptly and is confident that the rights of the CSC shareholders will be
restored.
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
solicitation of consents, proxies and agent designations from Computer Sciences
Corporation shareholders. 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.
<PAGE>
Computer Associates own, 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 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
Stearns is also entitled to act as sole lead 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 the Proposed Merger, including
certain liabilities under the 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.
###
<PAGE>
[COMPUTER ASSOCIATES LOGO] PRESS RELEASE
Contact: Bob Gordon, CA Doug Robinson, Investor Relations
(516) 342-2391 (516) 342-2745
[email protected] [email protected]
CA ACTS TO PREVENT CSC MANAGEMENT'S INTERFERENCE WITH
SHAREHOLDER RIGHTS
ISLANDIA, N.Y., February 25, 1998--In a letter to shareholders of Computer
Sciences Corporation, Charles B. Wang, Computer Associates Chairman and CEO,
outlined actions CA is taking to prevent CSC's management and directors from
interfering with shareholders' rights to accept CA's all-cash $108 per share
offer. CA announced that its senior management will meet with CSC and CA
stockholders to discuss the offer and the steps CA is taking to complete the
offer.
"Last Wednesday, CSC's directors adopted bylaw amendments with the intent of
entrenching themselves and disenfranchising you, the owners of CSC," Mr. Wang
stated. "They are seeking to make it virtually impossible for shareholders to
amend the bylaws or remove a majority of the board. We are committed to giving
you, the CSC shareholders, the opportunity to decide whether to accept our offer
in a fair referendum at the earliest possible date."
According to Mr. Wang, this action, along with the adoption of lucrative
compensation packages for CSC executives, places the interest of CSC management
ahead of the interests and rights of its shareholders. "We view the actions of
the CSC Board as an unfortunate and extreme reaction to our offer," Mr. Wang
said in his letter, posted at http://www.cai.com/csc. "We are confident that
these actions will be dismantled by the court."
On Monday, CA amended its complaint against CSC in Federal District Court in
Nevada to strike the bylaw amendments.
Yesterday, Mr. Wang stated in a letter to CSC Chairman and CEO Van B. Honeycutt,
"We believe that our offer is fair and adequate. Just two months ago, your stock
was trading in the low $80s, which then represented an all-time high. In fact,
your stock price has increased very slowly over the last two years. Our offer is
at a substantial premium to your current and historical prices, and we believe
it will prove very attractive to your shareholders. While we still prefer a
negotiated transaction, alternatively, we would encourage you and Computer
Sciences' Board of Directors to put our unilateral offer to the CSC shareholders
without delay." The full text of the letter is also available at
http://www.cai.com/csc.
In connection with a lawsuit CSC filed in California State Court on Feb. 23, Mr.
Wang stated, "I am surprised that Van let his advisors drag CSC down to this
level of mudslinging. Each and every allegation in CSC's complaint is blatantly
false, and we will address those claims in court. The important issue here is
CA's all-cash offer for $108 per share, and the shareholders' right to decide.
We plan to stay focused on combining CSC and CA, and expect CSC management to do
the same."
Mr. Wang added, "CA has every right to make an offer to buy CSC. We followed all
the rules under the Federal Securities laws, and we resent CSC's allegation that
such an offer would expose us to liability."
<PAGE>
"Over the last three years, the Standard & Poor's 500 has outperformed CSC
stock," Mr. Wang said. "We have offered more than a 30 percent cash premium from
CSC's share price at the time we started our discussions with Van. Our offer and
commitment should be valued on the merits. CSC's Board has a fiduciary
responsibility to allow the shareholders to vote on our proposal."
CA's offer expires March 16, 1998 unless extended. CA is being represented by
Bear, Stearns & Co. Inc., Howard Darby & Levin, and MacKenzie Partners, Inc.
CSC has approximately 85 million shares outstanding on a fully diluted basis,
and approximately $700 million of indebtedness, giving the transaction a total
value of approximately $9.8 billion. Credit Suisse First Boston arranged
financing through Bank of America, Chase Manhattan Bank and NationsBank for the
CSC acquisition.
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
solicitation of consents, proxies and agent designations from Computer Sciences
Corporation shareholders. 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 own, 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 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
Stearns is also entitled to act as sole lead 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
<PAGE>
connection with the Offer and the Proposed Merger, including certain liabilities
under the 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.
###
