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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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COMPUTER SCIENCES CORPORATION
(NAME OF SUBJECT COMPANY)
COMPUTER SCIENCES CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
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20536310-4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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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 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.+
(a)(5) Press release issued by the Company, dated March 4, 1998.+
(a)(6) Materials disseminated by the Company on March 4, 1998.+
(a)(7) Company statement, dated March 5, 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.+
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(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)+
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+ 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
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Van B. Honeycutt
Chairman, President and
Chief Executive Officer
Dated: March 5, 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.+
(a)(5) Press release issued by the Company, dated March 4, 1998.+
(a)(6) Materials disseminated by the Company on March 4, 1998.+
(a)(7) Company statement, dated March 5, 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.
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EXHIBIT (a)(7)
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
NEWS RELEASE
Contact: Bruce Plowman FOR IMMEDIATE RELEASE
Spencer Davis Moved On PR Newswire
310.615.0311 March 5, 1998
[CSC LOGO]
CSC'S RESPONSE TO CA'S LETTER OF MARCH 5, 1998
EL SEGUNDO, Calif., March 5 -- Computer Sciences Corporation (NYSE:CSC)
issued the following statement today:
"Computer Sciences Corporation today acknowledged that it has seen a
letter dated March 5, 1998, from Charles B. Wang, Chairman and CEO of Computer
Associates International, Inc. (NYSE:CA). The letter, addressed to Van B.
Honeycut, Chairman, President and CEO of CSC, indicated that CA would not
extend its $108 per share tender offer beyond its March 16, 1998 expiration
date.
CSC reiterated that its Board of Directors voted unanimously to reject
Computer Associates' tender offer and to not enter into negotiations with CA.
CSC said that CA's offer falls far short of rewarding CSC stockholders for the
value of the company and that any effort to combine CSC and CA does not make
business sense.
Computer Sciences said that it is calling upon Computer Associates to
immediately terminate its tender offer and stockholder solicitation activities
in order to eliminate any uncertainty as to CA's intentions."
CSC had $6.3 billion in revenues for the 12 months ended December 26,
1997. The company has nearly 44,000 employees in more than 600 offices
worldwide and provides clients with a wide range of professional services,
including management consulting, information systems consulting and
integration, and operations support. More information about Computer Sciences
Corporation is available at http://www.csc.com.
