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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
COMPUTER SCIENCES CORPORATION
(NAME OF SUBJECT COMPANY)
COMPUTER SCIENCES CORPORATION
(NAME OF PERSON FILING STATEMENT)
------------------------
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)
------------------------
HAYWARD D. FISK, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
COMPUTER SCIENCES CORPORATION
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(310) 615-0311
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
------------------------
Copies to:
RONALD S. BEARD, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
(213) 229-7000
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
February 26, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
CAI Computer Services Corp., a Delaware corporation and a wholly owned
subsidiary of Computer Associates International, Inc., a Delaware corporation,
to purchase all of the issued and outstanding shares of common stock, par value
$1.00 per share, including associated Series A Junior Participating Preferred
Stock Purchase Rights (the "Shares"), of Computer Sciences Corporation, a Nevada
corporation (the "Company"), for an amount equal to $108.00 per Share, net to
the seller in cash, without interest. Capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby supplemented as follows:
On March 2, 1998, the Company filed a lawsuit in the United States District
Court for the Central District of California, captioned Computer Sciences
Corporation v. Computer Associates International, Inc., Michael Urfirer, Charles
B. Wang and Sanjay Kumar (Case No. 98-1440 ABC). The Company's Complaint
included a number of causes of action, including (1) violation of federal
securities laws; (2) misappropriation of trade secrets; (3) conspiracy to
misappropriate trade secrets; (4) interference with advantageous business
relations; (5) conspiracy to interfere with advantageous business relations; (6)
breach of fiduciary duty; (7) aiding and abetting breach of fiduciary duty; and
(8) unfair competition. A copy of the Company's Complaint is attached hereto as
Exhibit (c)(19).
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Press release issued by the Company dated February 19, 1998.+
(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+
(a)(3) Press release issued by the Company, dated March 2, 1998.+
(a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March
2, 1998.+
(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+
(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 27, 1998.+
(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.+
(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.+
(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+
(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.+
(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.+
(c)(9) Brief in Support of Motion for Expedited Hearing on Claims for
Declaratory Relief and on the Merits of the Relief Requested in Computer
Associates International, Inc. v. Computer Sciences Corporation.+
(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.+
(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.+
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(c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and
Practices in violation of California Business and Professions Code
Sections 17200 et seq.; (2) Economic Duress; (3) Intentional
Interference with Prospective Economic Advantage and Contractual
Relations; and (4) Conspiracy in Computer Sciences Corporation v.
Computer Associates International, Inc., case no. BC186394.+
(c)(13) Form of Stock Option Agreement.+
(c)(14) Form of Restricted Stock Agreement.+
(c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as
amended and restated as of February 18, 1998, by and between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and
restated effective February 2, 1998.+
(c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer
Sciences Corporation.+
(c)(18) Order of the United States District Court for the District of Nevada,
dated February 26, 1998.+
(c)(19) Complaint for (1) violation of federal securities laws, (2)
misappropriation of trade secrets, (3) conspiracy to misappropriate
trade secrets, (4)interference with advantageous business relations, (5)
conspiracy to interfere with advantageous business relations, (6) breach
of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and
(8) unfair competition in Computer Sciences Corporation v. Computer
Associates International, Inc., CAI Computer Services Corp., Bear,
Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar
(Case No. 98-1440 ABC)*
- ------------------------
+ Previously filed.
* Filed herewith.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
COMPUTER SCIENCES CORPORATION
By: /s/ VAN B. HONEYCUTT
------------------------------------
Van B. Honeycutt
Chairman, President and
Chief Executive Officer
Dated: March 3, 1998
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EXHIBIT INDEX
(a)(1) Press release issued by the Company dated February 19, 1998.+
(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+
(a)(3) Press release issued by the Company, dated March 2, 1998.+
(a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March
2, 1998.+
(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+
(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 27, 1998.+
(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.+
(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.+
(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+
(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.+
(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.+
(c)(9) Brief in Support of Motion for Expedited Hearing on Claims for
Declaratory Relief and on the Merits of the Relief Requested in Computer
Associates International, Inc. v. Computer Sciences Corporation.+
(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.+
(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.+
(c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and
Practices in violation of California Business and Professions Code
Sections 17200 et seq.; (2) Economic Duress; (3) Intentional
Interference with Prospective Economic Advantage and Contractual
Relations; and (4) Conspiracy in Computer Sciences Corporation v.
Computer Associates International, Inc., case no. BC186394.+
(c)(13) Form of Stock Option Agreement.+
(c)(14) Form of Restricted Stock Agreement.+
(c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as
amended and restated as of February 18, 1998, by and between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and
restated February 2, 1998.+
(c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer
Sciences Corporation.+
(c)(18) Order of the United States District Court for the District of Nevada,
dated February 26, 1998.+
(c)(19) Complaint for (1) violation of federal securities laws, (2)
misappropriation of trade secrets, (3) conspiracy to misappropriate
trade secrets, (4)interference with advantageous business relations, (5)
conspiracy to interfere with advantageous business relations, (6) breach
of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and
(8) unfair competition in Computer Sciences Corporation v. Computer
Associates International, Inc., CAI Computer Services Corp., Bear,
Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar
(Case No. 98-1440 ABC)*
- ------------------------
+ Previously filed.
* Filed herewith.
5
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EXHIBIT (c)(19)
ELIA WEINBACH, SBN 79665
PATRICIA A. BENSON, SBN 60565
RICHARD B. SHELDON, JR., SBN 150092
MITCHELL, SILBERBERG & KNUPP LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-2000
Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
<TABLE>
<S> <C>
COMPUTER SCIENCES CORPORATION, ) CASE NO. 98-1440 ABC
a Nevada corporation, )
)
Plaintiff, ) COMPLAINT FOR INJUNCTIVE RELIEF
) AND DAMAGES FOR:
v. )
) (1) VIOLATION OF FEDERAL
COMPUTER ASSOCIATES INTERNATIONAL, INC., ) SECURITIES LAWS
a Delaware corporation; CAI COMPUTER SERVICES )
CORP., a Delaware corporation; ) (2) MISAPPROPRIATION OF TRADE
BEAR, STEARNS AND CO., INC., a Delaware ) SECRETS;
corporation; MICHAEL URFIRER, an individual; )
CHARLES B. WANG, an individual; and SANJAY ) (3) CONSPIRACY TO MISAPPROPRIATE
KUMAR, an individual, ) TRADE SECRETS;
)
Defendants. ) (4) INTERFERENCE WITH ADVANTAGEOUS
BUSINESS RELATIONS;
(5) CONSPIRACY TO INTERFERE WITH
ADVANTAGEOUS BUSINESS RELATIONS;
(6) BREACH OF FIDUCIARY DUTY;
(7) AIDING AND ABETTING BREACH OF
FIDUCIARY DUTY; AND
(8) UNFAIR COMPETITION
DEMAND FOR JURY TRIAL
</TABLE>
Computer Sciences Corporation ("CSC") complains and alleges as to
defendants, and each of them, as follows:
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JURISDICTION AND VENUE
1. This is an action for injunctive relief and damages pursuant to
Sections 14(a), and 14(e) of the Securities Exchange Act of 1934 ("Exchange
Act"), 15 U.S.C. Sections 78j(b), 78(n)(a) and 17n(e), and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and pursuant to California state law.
2. This Court has jurisdiction pursuant to Section 27 of the Exchange
Act, 15 U.S.C. Section 78aa; 28 U.S.C. Sections 1331 and 1337, and under
principles of pendent jurisdiction. This Court also has jurisdiction under 28
U.S.C. Section 1332 in that this is an action between citizens of different
states and the amount in controversy, exclusive of interest and costs, exceeds
the sum of $75,000.
3. Venue is properly laid in this district because the claims averred
herein arose in this district.
THE PARTIES
4. Plaintiff CSC is, and at all times relevant hereto was, a Nevada
corporation with its principal place of business in El Segundo, California. CSC
common stock is listed on the New York Stock Exchange and is registered with the
SEC pursuant to Section 12(b) of the Exchange Act, 15 U.S.C. Section 78L. As of
January 30, 1998, there were approximately 78,433,041 shares of CSC common stock
outstanding, held by approximately 66,000 stockholders of record.
5. CSC is informed and believes, and based thereon alleges, that
defendant Computer Associates International, Inc. ("CAI") is a Delaware
corporation with its principal place of business in Islandia, New York.
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6. CSC is informed and believes, and based thereon alleges, that
defendant CAI Computer Services Corp. ("CAI-Computer Services") is a Delaware
corporation, with its principal place of business in Islandia, New York and is a
wholly-owned subsidiary of CAI which was organized to acquire CSC.
7. CSC is informed and believes, and based thereon alleges, that
defendant Bear, Stearns and Co., Inc. ("Bear Stearns") is a Delaware corporation
with its principal place of business in New York, New York.
8. CSC is informed and believes, and based thereon alleges, that
defendant Michael Urfirer ("Urfirer") is a citizen of the State of New York, and
is currently employed by Bear Stearns as Senior Managing Director and the
co-head of Bear Stearns' Technology Group.
9. CSC is informed and believes, and based thereon alleges, that
defendant Charles B. Wang ("Wang") is a citizen of the State of New York, and is
and was Chief Executive Officer, Chairman of the Board and a Director of CAI.
Wang is a controlling person of CAI within the meaning of Section 20 of the
Exchange Act, 15 U.S.C. Section 87t.
10. CSC is informed and believes, and based thereon alleges, that
defendant Sanjay Kumar ("Kumar) is a citizen of the state of New York, and is
and was the President, Chief Operating Officer, and a director of CAI. Kumar is
a controlling person of CAI within the meaning of Section 20 of the Exchange
Act, 15 U.S.C. Section 78t.
11. CSC is informed and believes, and based thereon alleges, that at
all times relevant hereto, each defendant was and is an agent and employee of
each and every other defendant and, in performing the acts hereinafter alleged,
was acting within the course and scope of said agency and employment. CSC is
further informed and believes, and
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based thereon alleges, that each of the corporate defendants named herein was
acting within the authorization of the remaining corporate defendants and that
each corporate defendant approved, authorized, ratified and received the
benefits of the conduct alleged herein.
NATURE OF THE ACTION
12. This action seeks preliminary and permanent injunctive relief
against defendants' plan and scheme to acquire control of CSC at an inadequate
price by conducting (1) an unlawful tender offer and (2) an unlawful proxy
solicitation seeking to remove the incumbent Board of Directors of CSC and elect
as new directors defendants Wang and Kumar, and other individuals who are
puppets of defendants, so that defendants can amend CSC's bylaws and force a
waiver of Nevada statutes to eliminate provisions therein which are designed to
protect CSC's stockholders from unlawful schemes such as that which defendants
are attempting to perpetrate.
13. In making the tender offer and the proxy solicitation, defendants
unlawfully obtained and have been in possession of confidential, material and
non-public information about, among other things, the sales, earnings, profits,
business, financial results, projections, and other trade secrets of CSC that
defendants Bear Stearns and Urfirer unlawfully misappropriated in late November
1997, and possibly before and after, in their capacity as agents for CSC's
former partner, Equifax, Inc., a Georgia corporation ("Equifax"). Defendants
knew or should have known that such material, non-public information had been
provided to Bear Stearns in confidence and for the sole and limited purpose of
valuing Equifax's interest in the partnership. This confidential and non-public
information in defendants' possession is material to the decisions of CSC's
stockholders in connection with both the tender offer and the proxy
solicitation.
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14. Defendants may not proceed with their tender offer without
disclosing the material, non-public information they obtained unlawfully and now
possess. At the same time, Defendants may not, because of the very nature of the
information they possess, lawfully disclose to third parties the information
they have unlawfully misappropriated. As a result, defendants' tender offer is
irreversibly tainted and must be enjoined.
15. As a result of the material misrepresentations and omissions that
have been made and are being made by the defendants, CSC's stockholders are
being deprived of information that would be important to stockholders in making
the decision whether or not to tender their shares. However, disclosure of this
information would severely damage CSC by making available to CSC's competitors
confidential, proprietary and trade secret information that derives independent
economic value from not being known to competitors. The injunctive relief sought
herein is therefore necessary: (1) to prevent the defendants from the continued
execution of their deceptive and unlawful scheme; (2) to preserve the integrity
of the market for CSC's stock; (3) to protect CSC and its stockholders from
defendants attempt to acquire CSC for inadequate consideration; and (4) to
preserve and protect CSC's confidential and proprietary business and trade
secret information.
ALLEGATIONS COMMON TO ALL CAUSES OF ACTION
16. CSC provides a wide range of professional services to its many
clients, including management consulting, information systems consulting,
development and integration, outsourcing, and operations support. It has
approximately 44,000 employees in nearly 600 offices worldwide.
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THE PARTNERSHIP BETWEEN CSC AND EQUIFAX
17. On or about December 28, 1990, CSC, through several of its
subsidiaries, entered into a partnership agreement with subsidiaries of Equifax.
The partnership agreement contained a confidentiality provision which, among
other things, prohibited Equifax from disclosing any confidential or proprietary
information belonging to CSC, or any information designated by CSC as
confidential or proprietary. The confidentiality provision required Equifax to
use its reasonable efforts to prevent any present or former employee, agent, or
representative of Equifax from disclosing to others any confidential information
belonging to CSC or the partnership without CSC's prior written consent.
18. On or about April 8, 1997, Equifax notified CSC that it desired
to withdraw from the partnership. The partnership agreement provided that upon
the receipt of an election to withdraw, the withdrawing partner was to receive
the value of its interest in the partnership, and further provided that each
partner could retain an investment banker to appraise the withdrawing partner's
interest in the partnership if the withdrawing partner and the remaining partner
could not agree on the amount of the liquidating distribution. In seeking to
come to an agreement on a value for Equifax's interest in the partnership, CSC
and Equifax engaged their investment bankers to assist in that process. Equifax
retained Bear Stearns as its investment banker to advise it in connection with
the valuation of its partnership interest upon withdrawal from the partnership.
19. In connection with the valuation of Equifax's interest in the
partnership, and only after Equifax reaffirmed in writing its obligations on
behalf of itself, its employees and agents to maintain the confidentiality of
CSC's information, CSC provided Equifax with highly confidential, non-public,
proprietary and trade secret information which would be of value to CSC's
competitors or to anyone seeking to purchase CSC. This
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information constituted trade secrets belonging to CSC and included, but was not
limited to, the following:
(a) Confidential, non-public, proprietary, trade secret
information and documents concerning CSC's internal valuation of the
partnership and several of its constituent entities. CSC compiled the
information at great expense and effort and never released such
information to the public.
(b) Confidential, non-public, and proprietary information and
documents showing a portion of CSC's revenues broken down by certain
subsidiaries and divisions.
(c) Confidential, non-public, and proprietary information
concerning CSC's internal projections for several of its subsidiaries and
divisions.
(d) Confidential, non-public, and proprietary historical
financial information for one of CSC's subsidiaries engaged in the
outsourcing business. "Outsourcing" refers to the performance of
traditionally in-house services by a separate company. Examples of
services that may be "outsourced" include data centers, networks, client
server environments, payroll, insurance claims, benefit packages, etc. CSC
is informed and believes, and based thereon alleges, that CAI is
particularly interested in CSC's outsourcing business because CAI desires
to force CSC's customers to use CAI's software, and will have a captive
market if CAI acquires CSC.
(e) Confidential, non-public, and proprietary information
concerning the capital expenditures of a CSC subsidiary involved in the
outsourcing business.
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(f) Other confidential, non-public, and proprietary financial
information concerning CSC and several of its subsidiaries, including such
information as revenues, profits, and cash flow by division, as well as
the synergies realized by the interrelationship of other CSC affiliates
and the lack of interdependence of others.
20. All of the information described above constitutes trade secrets
belonging to CSC and would be valuable to any entity attempting to acquire CSC
because it shows, among other things, which constituent elements of CSC are
profitable, which can be leveraged or spun off, and which are likely to generate
the most revenue, profits and cash flow in the future. In the hands of a
potential acquirer making a cash offer for stock, this type of confidential,
non-public and proprietary information would be extremely valuable in
calculating the lowest possible purchase price, as well as financing, for the
stock and would make it easier to "low ball" the purchase price.
THE NOVEMBER 25, 1997 TELEPHONE CONFERENCE INVOLVING BEAR STEARNS AND
MICHAEL URFIRER
21. On or about November 25, 1997, representatives of CSC had a
telephone conference with representatives of Equifax to discuss the valuation of
Equifax's interest in the partnership and the confidential, non-public,
proprietary and material information that had been provided by CSC to Equifax in
connection therewith. In making arrangements for this telephone conference a few
days earlier, CSC learned for the first time that Equifax had retained Bear
Stearns as its investment advisor to advise and assist Equifax in valuing its
partnership interest. At the commencement of the telephone conference, CSC was
introduced to four representatives from Bear Stearns who were working on the
matter and
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who participated in the telephone conference. One of the Bear Stearns
representatives introduced at the telephone conference was Michael Urfirer.
22. During the telephone conference, the confidential, non-public,
and proprietary information provided by CSC to Equifax was discussed, as well as
additional confidential, non-public, and proprietary information that was
requested of CSC during the telephone conference. Defendant Michael Urfirer
participated in the entire telephone conference. No Bear Stearns representative,
including defendant Urfirer, indicated at any time that Bear Stearns had any
conflict of interest in connection with its representation of Equifax, a partner
of CSC, or that Bear Stearns intended to use or might use the confidential,
non-public, and proprietary information provided by CSC for any purpose other
than to assist CSC's partner, Equifax.
23. During and after the telephone conference, representatives of
both Bear Stearns and Equifax requested CSC to provide additional confidential,
non-public, and proprietary documentation and information, ostensibly for the
purpose of completing the valuation of Equifax's partnership interest. At CSC's
expense, CSC compiled the requested additional confidential, non-public, and
proprietary documentation and information and provided the information and
documents to Equifax and Bear Stearns. Most of the additional information
requested by Bear Stearns and Equifax concerned the CSC subsidiary engaged in
the outsourcing business.
CAI, CAI-COMPUTER SERVICES, WANG, AND KUMAR ANNOUNCE A HOSTILE
TAKEOVER BID FOR CSC AND RETAIN BEAR STEARNS AND MICHAEL URFIRER AS
ADVISORS
24. On or about December 17, 1997 -- just 15 business days after CSC
had first disclosed its non-public, confidential and proprietary business
information to Bear Stearns and Urfirer in their capacity as agents for CSC's
former partner, Equifax --
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defendant Kumar contacted CSC to request a meeting with Van Honeycutt, the
Chairman of the Board, President, and Chief Executive Officer of CSC, and
proposed a merger with CAI and CAI-Computer Services on terms very unfavorable
to CSC and its stockholders. During the course of the December 18, 1997 meeting,
CAI, Wang, and Kumar, using improper means and methods, sought, and seek, to
acquire CSC for an amount well below its true value. CSC rebuffed CAI's efforts
to acquire CSC for an amount below CSC's true value.
25. On or about February 17, 1998, CAI and CAI-Computer Services
launched a hostile takeover offer for 100% of CSC's common stock at $108 per
share (the "Offer"). The Offer is conditioned on, among other things: (1) the
tender of sufficient shares to provide CAI-Computer Services with a majority of
CSC's total outstanding shares and rights on a fully diluted basis; (2) the
Rights under CSC's Shareholder Rights Agreement ("the Rights") having been
redeemed by the CSC Board of Directors or CAI-Computer Services having been
satisfied that the Rights have been invalidated or are otherwise inapplicable to
the Offer; (3) CAI-Computer Services having been satisfied that the Nevada
Control Share Acquisition Statute is inapplicable to the Offer and the proposed
merger; (4) CAI-Computer Services having been satisfied that the Nevada Business
Combination Statute is inapplicable to the Offer and the proposed merger; and
other terms and conditions. By its terms, the Offer expires at midnight 12:00
p.m. (New York City time) on March 16, 1998.
26. CAI and CAI-Computer Services retained Bear Stearns and Urfirer
to provide financial advice in connection with CAI's hostile takeover bid for
CSC. In connection with CAI's retention of Bear Stearns, CSC is informed and
believes, and based thereon alleges, as follows:
(a) that Bear Stearns is acting as Dealer Manager in connection
with the Offer;
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(b) that CAI has agreed to pay Bear Stearns a fee of not less
than five million dollars if CAI acquires CSC or more than 50 percent of
its outstanding voting securities;
(c) that Bear Stearns is 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;
(d) that CAI has retained Bear Stearns in the past to assist it
with acquisitions, including CAI's acquisition of Uccel Corp. in 1987;
(e) that the same Michael Urfirer, who was reviewing CSC's
confidential, non-proprietary and confidential information and documents
in late November 1997, December 1997, and early January 1998 in connection
with CSC's former partner, Equifax, leads the team of Bear Stearns
employees assisting CAI in its attempted acquisition of CSC, a fact
confirmed by numerous public filings with the federal securities and
Exchange Commission ("SEC"), and news articles and trade announcements
concerning CAI's hostile takeover bid;
(f) that the same Michael Urfirer assisted CAI in its takeover of
Uccel Corp. in 1987;
(g) that the same Michael Urfirer has a long history with CAI;
and
(h) that Michael Urfirer and Bear Stearns have disclosed to CAI
and to CAI-Computer Services the confidential, non-public information
referred to above, without the knowledge or consent of CSC.
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DEFENDANTS' FAILURE TO DISCLOSE CONFIDENTIAL INFORMATION IN
THEIR POSSESSION
27. In connection with the Offer, on February 17, 1998, CAI and
CAI-Computer Services filed with the United States Securities and Exchange
Commission ("SEC") and disseminated to the investing public an Offer to Purchase
dated February 17, 1998 and a Schedule 14D-1. In the Offer and the accompanying
14d-1 Schedule, and amendments thereto, Defendants did not make the disclosures
required by the Exchange Act and the rules and regulations promulgated
thereunder in that, among other things, they failed to disclose that they were
in possession of material information not available to the investing public,
described in paragraphs XX above, which would have indicated to CSC's
stockholders that the Offer price was well below the true value of CSC.
Nevertheless, in a further effort to defraud the stockholders of CSC, CAI has
stated in proxy solicitation material recently disseminated to CSC's
stockholders and described in further detail below, that "the $108 price may not
be sustainable over a long period of time."
THE SOLICITATION OF CONSENTS
28. CSC is informed and believes, and on the basis of such
information and belief alleges, that in connection with and as part of
defendants' plan and scheme to acquire CSC through the use of the non-public,
confidential and proprietary information referred to above, prior to launching
its hostile takeover bid CAI and CAI-Computer Services acquired all or the vast
majority of 170,000 shares of CSC common stock.
29. On February 17, 1998, CAI and CAI-Computer Services filed
preliminary copies of solicitation materials with the SEC. CAI and CAI-Computer
Services have indicated that they intend to solicit holders of CSC shares with
respect to written consents to act in lieu of a meeting, proxies to act at any
meeting of stockholders, and agent designations for
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the call of a special meeting, each consent to adopt proposals targeted at
replacing the incumbent directors of CSC, calling a special stockholders'
meeting to elect as replacement directors defendants Wang and Kumar, and other
individuals who are puppets of defendants, so that defendants can eliminate
CSC's Shareholder Rights Agreement, force a waiver of Nevada statutes designed
to protect stockholders' interest, and amend CSC's bylaws to eliminate
provisions therein which are designed to protect CSC's stockholders from
unlawful schemes such as that which defendants are attempting to perpetrate.
FIRST CLAIM FOR RELIEF
(FOR VIOLATION OF SECTION 14 (e) OF THE EXCHANGE ACT)
(AGAINST ALL DEFENDANTS)
30. CSC realleges and incorporates here by this reference each and
every allegation contained in paragraphs 1 through 29, inclusive.
31. CSC is informed and believes, and on the basis of such
information and belief alleges, that defendants knowingly and intentionally have
engaged in a continuing plan and scheme and conspiracy to defraud through the
use of the mails and other means and instrumentalities of interstate commerce in
connection with their purchase of CSC stock and in connection with the Offer;
have employed devices, schemes and artifices to defraud CSC and its
stockholders; and have omitted to state material facts necessary in order to
make the statements made, in light of the circumstances under which such
statements were made, not misleading.
32. In the Offer, defendants have failed to disclose confidential and
material financial and business information about CSC that it has obtained and
possessed during the formulation of its bid for CSC's shares, as more
particularly described above, and also have failed to disclose their possession
and use of such information. These material
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omissions were purposefully designed to mislead the investing public, and are
currently having that effect. These material omissions in the Offer include, but
are not limited to the following:
(a) Defendants disclosed in the Offer that early in the week of
December 15, 1997 they placed a telephone call to Van Honeycutt, the
Chairman and Chief Executive Officer of CSC, to arrange a meeting but did
not disclose at that time, that defendants' investment bankers were Bear,
Stearns and Urfirer, the same investment bankers who, just 15 business
days before, had been given access to and were then subsequently in the
process of reviewing CSC's confidential, non-public, and proprietary
information in connection with assisting CSC's former partner Equifax to
appraise the value of the partnership between CSC and Equifax;
(b) Defendants disclosed in the Offer that defendants Wang and
Kumar met on December 18, 1997 with Van Honeycutt of CSC to "discuss the
merits of combining CA and CSC" but did not disclose in the Offer that
defendants' investment bankers were Bear, Stearns and Urfirer, the same
investment bankers who, just 16 business days before, had been given
access to and were then in the process of reviewing CSC's confidential,
non-public, and proprietary information in connection with assisting CSC's
former partner Equifax to appraise the value of the partnership between
CSC and Equifax;
(c) Defendants disclosed in the Offer that on January 21 and 23,
1998, CA "through a wholly owned subsidiary bought 170,000 shares [of
CSC]" but did not disclose in the Offer that defendants' investment
bankers were Bear, Stearns and Urfirer, the same investment bankers who
had been given access to and were then in the process of reviewing CSC's
confidential, non-public, and proprietary information
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in connection with assisting CSC's former partner Equifax to appraise the
value of the partnership between CSC affiliates, and a third party
partner;
d. Defendants disclosed in the Offer that on February 10, 1998,
defendant Kumar wrote a letter to Van Honeycutt of CSC which is
incorporated in the Offer; that the letter represented that CA had
"conducted an extensive analysis of CSC based on publicly available
information," but did not disclose that CA and CAI-Computer Services's
analysis of CSC was not based solely upon publicly available information
but was based upon information and documents that had been provided to
them by Bear, Stearns and Urfirer who had been given access to and were
then in the process of reviewing CSC's confidential, non-public, and
proprietary information in connection with assisting CSC's former partner
Equifax to appraise the value of the partnership between CSC affiliates,
Equifax affiliates, and a third party partner;
33. As a consequence of the foregoing omissions in the Offer,
defendants have violated and are continuing to violate Section 14(e) of the
Exchange Act, 15 U.S.C. Section 78(n)(e), and the rules and regulations
promulgated thereunder.
SECOND CLAIM FOR RELIEF
(FOR INJUNCTIVE RELIEF AND DAMAGES FOR
MISAPPROPRIATION OF TRADE SECRETS)
(AGAINST ALL DEFENDANTS)
34. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 33 hereinabove, inclusive.
35. Through substantial effort and expense, CSC has developed
confidential, non-public, and proprietary information which would be of value to
its competitors and to
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any company or individual seeking to acquire CSC. This information includes, but
is not limited to, the information and documents described in paragraph 16
above. CSC's confidential, non-public, and proprietary information concerning
its assets, revenues, costs, value, projections, and other financial information
derives economic value from the fact that it is unknown to CSC's competitors and
others and would be of assistance to those competitors or others who might wish
to compete with CSC or attempt a hostile takeover of CSC.
36. By virtue of Urfirer's and Bear Stearns' involvement in the
appraisal of Equifax's partnership interest, defendants Urfirer, Bear Stearns,
CAI, Wang, and Kumar, and each of them, obtained access to confidential,
non-public, and proprietary information constituting trade secrets of CSC. CSC
is informed and believes, and based thereon alleges, that each defendant had or
has access to some or all of the information described above.
37. Defendants Urfirer, Bear Stearns, CAI, Wang, and Kumar knew, or
should have known, that the information concerning CSC provided to Urfirer and
Bear Stearns constituted confidential, non-public, and proprietary information
of CSC and that such information would be of value to CSC's competitors and
others, including defendants CAI, Wang, and Kumar, who are attempting a hostile
takeover of CSC at less than its true value.
38. CSC has never authorized defendants or any person outside of CSC
to use or disclose its confidential, non-public, and proprietary business
information in any manner other than to benefit CSC, and CSC never authorized
Equifax, Urfirer, Bear Stearns, CAI, Wang, or Kumar to use the confidential,
non-public, and proprietary information provided by CSC to Equifax for any
reason other than to assist Equifax in the valuation of Equifax's interest in
its partnership with CSC.
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39. CSC utilizes reasonable security precautions to protect the
confidentiality of its proprietary business information. These security
precautions include, but are not limited to, the following:
a. CSC, being a major defense contractor, has a contractual
agreement with the United States government as holder of a cleared
facility designation (top secret) at its Corporate Office. Thus, CSC is
bound by government rules and regulations on accessing a cleared facility.
All visitors, whether government or commercial, are bound by the same
rules.
b. Upon arrival, all visitors, consultants and vendors are
personally responsible for completing a facility access log
(Visitor/Vendor Register) which includes:
(i) name, including last/first/middle initial and
signature;
(ii) company name/organization and name of the CSC
contact being visited.
c. The security officer notes the time of arrival, issues the
visitor an escort-required badge, and notifies the person being visited
that the guest is waiting.
d. The visitor is met at the Lobby/Guard Station and escorted to
the area being visited.
e. Upon completion of the visit, the visitor is escorted back to
the Lobby/Guard Station.
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f. The visitor returns the badge, and the security officer logs
time of departure.
g. CSC's Corporate Office is a 24-hour-a-day, seven-days-a-week
secured environment with live guard service, electronic access control,
and closed circuit TV monitoring. The guards make periodic rounds, inside
and outside, throughout the 24-hour period to assure that the facility,
its employees and information are secure.
h. CSC requires its key employees to sign confidentiality
agreements.
40. CSC is informed and believes, and based thereon alleges, that
defendants intend to utilize CSC's confidential, non-public, and proprietary
business information and trade secrets, including those referred to in paragraph
16 above, in order to acquire CSC at less than its true value. Defendants CAI,
Wang, and Kumar have retained Bear Stearns to advise them in connection with an
attempted hostile takeover of CSC at less than its true value, and defendant
Urfirer leads the team of Bear Stearns employees advising CAI, Wang, and Kumar.
CSC is informed and believes, and based thereon alleges, that Urfirer has relied
upon, or it is inevitable that he will rely upon, his extensive inside,
confidential knowledge of CSC obtained as a result of his involvement with
Equifax and his access to CSC's confidential information in connection
therewith, and that Urfirer has divulged, or threatens to divulge, and has every
economic incentive to divulge, to defendants CAI and CAI-Computer Services such
confidential information to CAI, Wang, and Kumar in connection with their
attempted hostile takeover of CSC.
41. CSC is informed and believes, and based thereon alleges, that
defendants' activities have caused damage to CSC in an amount not presently
ascertainable.
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CSC will seek leave of Court to amend this complaint when the full amount of
those damages has been ascertained.
42. Unless restrained and enjoined by this Court, the defendants, and
each them, threaten and will continue to utilize the confidential information
and trade secrets of CSC to unfairly assist them in their attempted hostile
takeover of CSC at less than its true value. Such threats, acts, and continued
conduct will, if carried out, result in disrupting CSC's businesses and
depriving CSC of the benefit of confidential information which it took
substantial effort and great expense to develop.
43. CSC has no adequate remedy at law to prevent the defendants from
continuing to engage in the acts described above. Such conduct is continuing and
will continue unless and until forthwith enjoined and restrained by order of
this Court. Unless so enjoined, the injuries which CSC will sustain as a result
of defendants' acts as set forth above, both threatened and continuing, are
irreparable.
44. CSC is informed and believes, and based thereon alleges, that
defendants' activities have been willful and malicious within the meaning of
Civil Code Sections 3426.3 and 3426.4. CSC is therefore entitled to an award of
exemplary damages and to damages in an amount equal to its attorneys' fees
according to proof.
45. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other
defendants, and CSC is, therefore, entitled to an award of damages in an amount
equal to its attorneys' fees, and according to proof, under the third party
tortfeasor doctrine.
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THIRD CLAIM FOR RELIEF
(FOR CONSPIRACY TO MISAPPROPRIATE TRADE SECRETS)
(AGAINST ALL DEFENDANTS)
46. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 45 above, inclusive.
47. CSC is informed and believes, and based thereon alleges, that
beginning in or around December 1997, or possibly earlier, defendants CAI,
CAI-Computer Services, Wang, and Kumar, and each of them, knowingly and
willingly conspired and agreed among themselves to induce Urfirer to disclose
CSC's confidential, non-public and proprietary information that Urfirer obtained
while assisting Equifax. Defendants CAI, CAI-Computer Services, Wang, and Kumar
knew, or should have known, that the CSC information imparted to Urfirer in
connection with his services to Equifax was confidential, non-public, and
proprietary information belonging to CSC, and that Urfirer was obligated to
maintain the confidentiality of such information and not to disclose it to
anyone.
48. Defendant Urfirer has in fact assisted CAI, CAI-Computer
Services, Wang, and Kumar in connection with their attempted hostile takeover of
CSC at less than its true value notwithstanding Urfirer's irreconcilable
conflict of interest based upon his involvement in the Equifax matter. CSC is
informed and believes, and based thereon alleges, that Urfirer has, or will in
the future, disclose the confidential, non-public, and proprietary information
that he obtained while assisting Equifax to CAI, CAI-Computer Services, Wang,
and Kumar to the detriment of CSC.
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49. CSC is informed and believes, and based thereon alleges, that
defendants did the acts and things herein alleged pursuant to, and in
furtherance of, the conspiracy and agreement alleged hereinabove.
50. As a proximate result of the wrongful acts herein alleged, CSC
has suffered considerable damages in an amount not presently ascertainable, but
expected to be not less than $50 million. CSC will seek leave of Court to amend
this complaint when the full amount of those damages has been ascertained.
51. In doing the things herein alleged, defendants acted with fraud,
oppression, and malice, and with an intent to injure CSC. CSC is therefore
entitled to an award of exemplary damages in an amount according to proof.
52. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other defendants
and CSC is, therefore, entitled to an award of damages in an amount equal to its
attorneys' fees, and according to proof, under the third party tortfeasor
doctrine.
FOURTH CLAIM FOR RELIEF
(FOR INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONS)
(AGAINST ALL DEFENDANTS)
53. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 52 hereinabove, inclusive.
54. CSC has advantageous business relationships with its customers,
employees, and independent contractors for, among other things, the provision of
computer services. These relationships, unless interfered with, are likely to
continue indefinitely into
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the future. CSC is informed and believes, and based thereon alleges, that
defendants, with full knowledge of these existing relationships, intentionally
acted, and are intentionally acting, to interfere with such relationships. Such
conduct is and was independently wrongful as alleged above.
55. CSC is informed and believes, and based thereon alleges, that it
has suffered damages as a result of this interference in an amount not presently
ascertainable. CSC will seek leave of Court to amend this complaint when the
full amount of those damages has been ascertained.
56. CSC is informed and believes, and based thereon alleges, that
defendants' actions in interfering with CSC's advantageous relationships were
undertaken with fraud, oppression, and malice, and with an intent to injure CSC.
CSC is therefore entitled to an award of exemplary damages in an amount
according to proof.
57. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other defendants
and CSC is, therefore, entitled to an award of damages in an amount equal to its
attorneys' fees, and according to proof, under the third party tortfeasor
doctrine.
FIFTH CLAIM FOR RELIEF
(FOR CONSPIRACY TO INTERFERE WITH ADVANTAGEOUS BUSINESS RELATIONS)
(AGAINST ALL DEFENDANTS)
58. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 57 hereinabove, inclusive.
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59. CSC is informed and believes, and based thereon alleges, that
beginning in or around December 1998, or possibly earlier, defendants Bear
Stearns, Urfirer, CAI, CAI-Computer Services, Wang, and Kumar, and each of them,
knowingly and willfully conspired and agreed among themselves to interfere with
CSC's advantageous business relationships with its customers, employees, and
independent contractors.
60. Said defendants did in fact interfere with CSC's advantageous
business relationships with its customers, employees, and independent
contractors.
61. As a proximate result of the wrongful acts alleged above, CSC has
been damaged in an amount which is not presently ascertainable. CSC will seek
leave of Court to amend this complaint when the full amount of those damages has
been ascertained.
62. CSC is informed and believes, and based thereon alleges, that
defendants' actions in conspiring to interfere with its advantageous business
relationships have been undertaken with fraud, oppression, and malice, and with
an intent to injure CSC. CSC is therefore entitled to an award of exemplary
damages in an amount according to proof.
63. The tortious conduct of each of the defendants alleged
hereinabove has made it necessary for CSC to bring suit against each of the
other defendants and CSC is, therefore, entitled to an award of damages in an
amount equal to its attorneys' fees, and according to proof, under the third
party tortfeasor doctrine.
SIXTH CLAIM FOR RELIEF
(BREACH OF FIDUCIARY DUTY)
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(AGAINST DEFENDANTS BEAR STEARNS AND URFIRER)
64. CSC realleges and incorporates herein by reference each and every
allegation set forth in paragraphs 1 through 63 hereinabove, inclusive.
65. Bear, Stearns and Urfirer were retained by Equifax, a former
partner of CSC, to assist in evaluating Equifax's interest in its partnership
with CSC. As partners, CSC and Equifax owed, and continue to owe, fiduciary
duties to one another. Bear Stearns and Urfirer, as agents and/or
representatives of Equifax, also owed fiduciary duties to CSC. CSC reposed trust
and confidence in Bear Stearns and Urfirer, as agents and/or representatives of
CSC's fiduciary, Equifax, not to disclose any of the confidential, non-public,
and proprietary information provided by CSC to Equifax in connection with the
valuation of Equifax's partnership interest. By virtue of Bear Stearns' and
Urfirer's involvement with Equifax and the valuation of Equifax's interest in
its partnership with CSC, Bear Stearns and Urfirer owed, and continue to owe,
fiduciary duties to CSC to protect and preserve CSC's interests and property.
66. By engaging in the acts alleged above, Bear Stearns and Urfirer
breached their fiduciary duties to CSC.
67. As set forth above, Bear Stearns and Urfirer have and will
continue to breach their fiduciary duties to CSC unless and until enjoined and
restrained by this Court. Such breaches will, if carried out, result in
disrupting and destroying CSC's business and assist CAI, Wang, and Kumar in
acquiring CSC at less than its fair market value.
68. CSC has no adequate remedy at law to prevent Bear Stearns and
Urfirer from continuing to breach their fiduciary duties to CSC.
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69. As a proximate result of the wrongful acts herein alleged, CSC
has suffered considerable damages in an amount not presently ascertainable, but
expected to be not less than $50 million. CSC will seek leave of Court to amend
this complaint when the full amount of those damages has been ascertained.
70. CSC is informed and believes, and based thereon alleges, that as
a further proximate result of the foregoing breaches of fiduciary duty, Bear
Stearns and Urfirer have been unjustly enriched, or have postured to become, the
full extent of which is presently unknown, but proof of which shall be presented
at trial.
71. Bear Stearns and Urfirer engaged in their wrongful conduct
alleged above with malice, fraud, and oppression. CSC is therefore entitled to
an award of exemplary damages against Bear Stearns and Urfirer in an amount to
be proven at trial.
SEVENTH CLAIM FOR RELIEF
(AIDING AND ABETTING BREACH OF FIDUCIARY DUTY)
(AGAINST DEFENDANTS CAI, CAI-COMPUTER SERVICES, WANG AND KUMAR)
72. CSC realleges and incorporates herein by reference each and every
allegation set forth in paragraphs 1 through 71 hereinabove, inclusive.
73. CSC is informed and believes, and based thereon alleges, that the
fiduciary obligations owed by defendants Bear Stearns and Urfirer to CSC were
well known by defendants CAI, Wang, and Kumar.
74. CAI, CAI-Computer Services, Wang, and Kumar, with full knowledge
of the fiduciary obligations owed by Bear Stearns and Urfirer to CSC, and for
their own financial gain, provided substantial material assistance to and
conspired with Bear Stearns
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and Urfirer in engaging in the acts set forth above. CAI, CAI-Computer Services,
Wang, and Kumar are thus liable to CSC as aiders and abettors of the breach of
fiduciary duties.
75. As set forth above, CAI, CAI-Computer Services, Wang, and Kumar
will continue to aid and abet Bear Stearns and Urfirer to breach their fiduciary
duties to CSC unless and until enjoined and restrained by this Court. Such
breaches will, if carried out, result in disrupting and destroying CSC's
business and assist CAI, Wang, and Kumar in acquiring CSC at less than its fair
market value.
76. CSC has no adequate remedy at law to prevent CAI, CAI-Computer
Services, Wang, and Kumar from aiding and abetting Bear Stearns and Urfirer to
breach their fiduciary duties to CSC.
77. The wrongful acts of CAI, CAI-Computer Services, Wang, and Kumar
as hereinabove alleged have directly and proximately caused damage to CSC in a
sum the precise amount of which is not presently ascertainable. CSC will seek
leave of Court to amend this complaint when the full amount of those damages has
been ascertained.
78. CAI, CAI-Computer Services, Wang, and Kumar engaged in the
wrongful conduct alleged above with malice, fraud, and oppression. CSC is
therefore entitled to an award of exemplary damages against each of those
defendants in an amount to be proven at trial.
EIGHTH CLAIM FOR RELIEF
(FOR UNFAIR COMPETITION)
(AGAINST ALL DEFENDANTS)
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79. CSC realleges and incorporates herein by reference each and every
allegation contained in paragraphs 1 through 78 hereinabove, inclusive.
80. As alleged above, defendants, and each of them, have engaged, are
engaging, continue to engage in, and propose to continue to engage in, unlawful,
unfair and fraudulent business acts and practices in violation of the California
Unfair Business Practices Act, California Business and Professions Code Section
17200 et seq.
81. Unless and until restrained and enjoined by this Court,
defendants' actions will continue to cause severe damage to the business of CSC
and the value of the stockholders' interest in CSC. Therefore, as set forth more
fully in the prayer below, CSC seeks to enjoin defendants from engaging in, and
continuing to engage in, unlawful, unfair and fraudulent business acts and
practices, and all violations of California law, and to enjoin defendants Bear
Stearns and Michael Urfirer from in any way assisting CAI and CAI-Computer
Services in their attempted takeover of CSC or providing any advice,
consultation, services, or work whatsoever to CAI and CAI-Computer Services in
connection with their attempted acquisition of CSC.
WHEREFORE, CSC prays for judgment against defendants, and each of
them, as follows:
1. On the First Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, restraining and enjoining
defendants, and all those acting in concert with defendants, from:
a. Proceeding with the Offer to Purchase any shares of CSC
stock;
b. Acquiring or attempting to acquire any shares of CSC
stock;
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c. Filing or disseminating any false or misleading
Schedule 14D-1 statements, proxy solicitation materials, offering
materials or other documents or statements related to purchases and
sales of, or any offer to purchase or sell my shares of CSC stock;
d. Taking or attempting to take any other steps to acquire
control of CSC.
e. Divulging, making known, or making any use whatsoever
of the non-public, confidential and proprietary business information
and trade secrets of CSC that CSC gave in confidence to its
then-partner Equifax or to affiliates of Equifax or to the present or
former employees, agents and representatives of Equifax or its
affiliates including, without limitation, Bear Stearns and/or
Urfirer;
f. As to defendants Bear Stearns and Urfirer providing any
assistance, consultation, advice or services of any kind or nature
whatsoever to CAI, CAI-Computer Services, Wang and/or Kumar in
connection with any attempted acquisition of CSC or in connection
with any solicitation of proxies, "agent designations," or consents
from stockholders of CSC;
g. As to defendants CAI, CAI-Computer Services, Wang and
Kumar, requesting or receiving from Bear Stearns and/or Urfirer any
assistance, consultation, advice or services of any kind whatsoever
in connection with any attempted acquisition of CSC or in connection
with any solicitation of proxies, "agent designations," or consents
from stockholders of CSC.
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2. On the Second Claim for Relief for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:
(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;
(b) Soliciting, directly or indirectly, any CSC shareholder,
customer, employee or independent contractor with reference to the
confidential, non-public, and proprietary business information of CSC;
(c) Providing, with respect to defendants Bear Stearns and
Urfirer, any assistance, consultation, advice, or services of any kind or
nature whatsoever to CAI, CAI-Computer Services, Wang, and Kumar in
connection with their attempted acquisition of CSC;
(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;
(e) Retaining any materials, notes, files, correspondence,
records, or other documents obtained from CSC or Equifax, including
originals and all copies or transcriptions, and concerning, without
limitation, CSC's proprietary and confidential business information; and
(f) Attempting to acquire a majority of the outstanding shares
of CSC stock.
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3. On the Third Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:
(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;
(b) Soliciting, directly or indirectly, any CSC shareholder,
customer, employee or independent contractor with reference to the
confidential, non-public, and proprietary business information of CSC;
(c) Providing, with respect to defendants Bear Stearns and
Michael Urfirer, any assistance, consultation, advice, or services of any
kind or nature whatsoever to CAI, Wang, and Kumar in connection with their
attempted acquisition of CSC;
(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;
(e) Retaining any materials, notes, files, correspondence,
records, or other documents obtained from CSC or Equifax, including
originals and all copies or transcriptions, and concerning, without
limitation, CSC's proprietary and confidential business information; and
(f) Attempting to acquire a majority of the outstanding shares
of CSC.
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4. On the Sixth Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
Bear Stearns and Urfirer, and all those acting in concert with Bear Stearns and
Urfirer, from:
(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;
(b) Soliciting, directly or indirectly, any CSC shareholder,
customer, employee or independent contractor with reference to the
confidential, non-public and proprietary business information of CSC;
(c) Providing any assistance, consultation, advice, or services
of any kind or nature whatsoever to CAI, Wang, and Kumar in connection
with their attempted acquisition of CSC;
(d) Requiring Bear Stearns and Urfirer to immediately return to
CSC all confidential, non-public, and proprietary information from CSC in
any form whatsoever; and
(e) Retaining any materials, notes, files, correspondence,
records, or other documents obtained from CSC or Equifax, including
originals and all copies or transcriptions, and concerning, without
limitation, CSC's proprietary and confidential business information.
5. On the Seventh Claim for Relief, for a temporary restraining
order, preliminary injunction, and permanent injunction, all restraining and
enjoining CAI, CAI-Computer Services, Wang, and Kumar, and all those acting in
concert with defendants, from:
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(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;
(b) Soliciting, directly or indirectly, any CSC shareholder,
customer, employee or independent contractor with reference to the
confidential, non-public, and proprietary business information of CSC;
(c) Providing, with respect to defendants Bear Stearns and
Urfirer, any assistance, consultation, advice, or services of any kind or
nature whatsoever to CAI, CAI-Computer Services, Wang, and Kumar in
connection with their attempted acquisition of CSC;
(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;
(e) Retaining any materials, notes, files, correspondence,
records, or other documents obtained from CSC or Equifax, including
originals and all copies or transcriptions, and concerning, without
limitation, CSC's proprietary and confidential business information; and
(f) Attempting to acquire a majority of the outstanding shares
of CSC stock.
6. On the Eighth Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:
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(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;
(b) Soliciting, directly or indirectly, any CSC shareholder,
customer, employee or independent contractor with reference to the
confidential, non-public, and proprietary business information of CSC;
(c) Providing, with respect to defendants Bear Stearns and
Michael Urfirer, any assistance, consultation, advice, or services of any
kind or nature whatsoever to CAI, CAI-Computer Services, Wang, and Kumar
in connection with their attempted acquisition of CSC;
(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;
(e) Retaining any materials, notes, files, correspondence,
records, or other documents obtained from CSC or Equifax, including
originals and all copies or transcriptions, and concerning, without
limitation, CSC's proprietary and confidential business information; and
(f) Attempting to acquire a majority of the outstanding shares
of CSC.
7. On the Eighth Claim for Relief, for restitution to CSC in an
amount to be proved at trial.
33
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8. On all Claims for Relief, for an award of compensatory damages
according to proof.
9. On all Claims for Relief, for an award of exemplary damages
according to proof.
10. For costs of suit incurred herein.
11. For such other and further relief as the Court deems just and
proper.
DATED: March 2, 1998 MITCHELL, SILBERBERG & KNUPP LLP
ELIA WEINBACH
PATRICIA A. BENSON
RICHARD B. SHELDON, JR.
By: /s/ ELIA WEINBACH
-----------------------------------
Elia Weinbach
Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION
34
<PAGE> 35
DEMAND FOR JURY TRIAL
Computer Sciences Corporation demands a jury trial pursuant to
F.R.Civ. P.38(b).
DATED: March 2, 1998 MITCHELL, SILBERBERG & KNUPP LLP
ELIA WEINBACH
PATRICIA A. BENSON
RICHARD B. SHELDON, JR.
By: /s/ ELIA WEINBACH
-----------------------------------
Elia Weinbach
Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION
35
