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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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
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, of Computer Sciences Corporation, a Nevada corporation,
together with (unless and until the Purchaser declares that the Rights Condition
has been satisfied) the Series A Junior Participating Preferred Stock Purchase
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 February 19, 1988, Computer Associates issued a press release announcing
that it is proceeding with its offer for Computer Sciences Corporation at $108
cash per share. A copy of the press release is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(10) Text of press release issued by Computer Associates dated February 19, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 19, 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
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EXHIBIT
NUMBER EXHIBIT NAME
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(a)(10) Text of press release issued by Computer Associates dated February 19, 1998.
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3
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Exhibit (a)(10)
CONTACT: Bob Gordon, CA Doug Robinson, Investor Relations
(516) 342-2391 (516) 342-2745
[email protected] [email protected]
CA TO PROCEED WITH CSC OFFER
ISLANDIA, N.Y., February 19, 1998 - Computer Associates International, Inc.
today announced that it is proceeding with its offer for Computer Sciences
Corporation at $108 cash per share. CA stated that, while it clearly preferred
and offered to negotiate a transaction with CSC management, the decision now
should be submitted to CSC shareholders in a fair referendum.
CA today modified its Hart-Scott Rodino notification in order to shorten the
waiting period for antitrust clearance to 15 days.
Computer Associates International, Inc. (NYSE: CA), with headquarters in
Islandia, N.Y., is the world leader in mission-critical business software. The
Company develops, licenses and supports more than 500 integrated products that
include enterprise computing and information management, application
development, manufacturing and financial applications. CA has over 11,000
people in 160 offices in 43 countries and had revenue of $4.5 billion in
calendar year 1997. CA can be reached by visiting HTTP://WWW.CAI.COM on the
World Wide Web, emailing [email protected], or calling 1-516-342-5224.
Computer Associates and the Computer Associates Nominees are participants in
the planned solicitation. The Computer Associates nominees are Charles B. Wang,
Sanjay Kumar, Russell Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P.
McWade, Ira Zar, Michael A. McElroy, David Kaplan, Robert Toth, Richard
Chiarello, Lisa Savino, Gary Quinn, Abraham Poznanski and Douglas Robinson.
None of the Computer Associates Nominees will receive any additional
compensation for their participation in this solicitation.
Computer Associates owns, through a wholly owned subsidiary, 170,000 shares of
common stock of Computer Sciences Corporation. None of the Computer Associates
Nominees owns any shares of Computer Sciences common stock.
Computer Associates has also retained Bear, Stearns & Co. Inc. and its
affiliates ("Bear Stearns") to provide certain financial advisory services to
Computer Associates. Bear Stearns is acting as Dealer Manager in connection
with the Offer and as financial advisor to Computer Associates and the CAI
Computer Services Corp., a wholly owned subsidiary of Computer Associates, in
connection with the proposed acquisition of the Company, but Bear Stearns has
not been retained to specifically assist in this solicitation. Computer
Associates is obligated to pay to Bear Stearns, if, as more fully described in
the engagement letter relating to Bear Stearns' engagement, during the term of
the engagement or within 12 months thereafter Computer Associates acquires the
Company or more than 50% of its outstanding voting securities, a fee of $5
million and a fee of $1 million (which will be credited against such $5 million
fee) if Computer Associates requests Bear Stearns to render a customary
fairness opinion. Bear
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Stearns is also entitled to act as sole underwriter, placement agreement and
financial advisor in connection with certain debt and equity financings (and
certain refinancings) and certain asset sales for a specified period
following the acquisition and to receive fees in connection therewith. In
addition, Computer Associates has agreed to reimburse Bear Stearns for its
reasonable expenses, including reasonable fees and disbursements of its
counsel, incurred in rendering its services under its engagement agreement
with Computer Associates and has agreed to indemnify Bear Stearns against
certain liabilities and expenses in connection with the Offer and Proposed
Merger, including certain liabilities under federal securities laws. Bear
Stearns from time to time renders various investment banking services to
Computer Associates and its affiliates for which it is paid customary fees.
In connection with Bear Stearns' engagement as financial advisor, Computer
Associates anticipates that Michael J. Urfirer, Senior Managing Director of
Bear Stearns, Lisa M. Price, Senior Managing Director of Bear Stearns and
Barry J. Cohen, Senior Managing Director of Bear Stearns, none of whom will
receive additional compensation for such solicitation, may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are shareholders for the purpose of assisting in
this solicitation. Bear Stearns will not receive any fee for, or in
connection with, such solicitation activities by its employees apart from the
fees it is otherwise entitled to receive as described above. None of the
above-named employees of Bear Stearns owns any shares of Computer Sciences
Corporation common stock.
