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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
POLICY MANAGEMENT SYSTEMS CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
PATRIOT ACQUISITION CORP.
COMPUTER SCIENCES CORPORATION
(NAME OF FILING PERSONS (OFFEROR))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
731108-10-6
(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(S) FILING STATEMENT)
COPY TO:
RONALD S. BEARD, ESQ.
GIBSON, DUNN & CRUTCHER, LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
(949) 451-3800
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$584,871,904 $116,974.38
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* Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all of the issued and outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of Policy
Management Systems Corporation, a South Carolina corporation (the "Company"),
at a price per Share of $16.00 in cash. As of June 26, 2000, based on
information provided by the Company, there were (i) 35,585,905 Shares
outstanding and (ii) approximately 968,589 options to purchase Shares that are
expected to be outstanding prior to the Effective Time of the Merger (as
defined herein), with the exercise price of which is less than $16.00. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, equals 1/50th of one percent of the value of
the Shares proposed to be acquired.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing. [ ]
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Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
</TABLE>
Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. [ ]
Check the appropriate boxes to designate any transactions to which this
statement relates:
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[X] third party tender offer subject to [ ] going-private transaction subject to
Rule 14d-1 Rule 13e-3
[ ] issuer tender offer subject to Rule [ ] amendment to Schedule 13D under Rule
13e-4 13d-2
</TABLE>
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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This Tender Offer Statement on Schedule TO is filed by Computer Sciences
Corporation, a Nevada corporation ("Parent"), and Patriot Acquisition Corp., a
South Carolina corporation and a wholly owned subsidiary of Parent
("Purchaser"). This statement relates to the third party tender offer (the
"Offer") by Purchaser to purchase all of the outstanding shares of common stock,
par value $0.01 (the "Shares"), of Policy Management Systems Corporation, a
South Carolina corporation (the "Company"), at a price of $16.00 per Share (such
amount, or any higher price that may be paid per Share in the Offer, the "Offer
Price"), net to the seller in cash, less any required withholding of taxes and
without the payment of any interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 28, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, collectively constitute the "Offer"), copies
of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
ITEMS 1 THROUGH 11.
As permitted by General Instruction F to Schedule TO, the information set
forth in the entire Offer to Purchase (including Schedules I and II attached),
is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(i) Offer to Purchase, dated June 28, 2000.
(a)(1)(ii) Letter of Transmittal, dated June 28, 2000.
(a)(1)(iii) Notice of Guaranteed Delivery, dated June 28, 2000.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated June 28, 2000.
(a)(5)(ii) Letter to Clients, dated June 28, 2000.
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5)(iv) Press release issued by Parent on June 20, 2000
(incorporated by reference to the Schedule TO-C filed with
the Securities and Exchange Commission on June 20, 2000).
(a)(5)(v) Press release issued by Parent on June 27, 2000
(incorporated by reference to the Schedule TO-C filed with
the Securities and Exchange Commission on June 27, 2000).
(a)(5)(vi) Summary Advertisement as published in the Wall Street
Journal on June 28, 2000.
(b) None.
(c) Not required.
(d)(1) Merger Agreement, dated as of June 20, 2000, by and among
Parent, Purchaser and the Company (incorporated by reference
to Exhibit 2.1 to the Form 8-K filed by Parent on June 20,
2000).
(d)(2) Letter Agreement, dated as of June 26, 2000, by and between
Parent and the Company.
(d)(3) Confidentiality Agreement, dated as of August 19, 1997, and
amendments dated March 31, 2000, and May 25, 2000, by and
between Parent and the Company.
(d)(4) Promissory Note, dated June 20, 2000, in aggregate principal
amount of $19 million by the Company in favor of Parent.
(d)(5) Subordination Agreement, dated as of June 20, 2000, by and
among Parent, Bank of America, N.A., as agent, and the
Company.
(e) Not required.
(f) Not required.
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(g) Not applicable.
(h) Not applicable.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
3
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SIGNATURE
After due 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.
PATRIOT ACQUISITION CORP.
By: /S/ HAYWARD D. FISK
------------------------------------
Name: Hayward D. Fisk
Title: Vice President and Secretary
COMPUTER SCIENCES CORPORATION
By: /S/ LEON J. LEVEL
------------------------------------
Name: Leon J. Level
Title: Vice President and
Chief Financial Officer
Dated: June 28, 2000
4
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EXHIBIT INDEX
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<S> <C>
(a)(1)(i) Offer to Purchase, dated June 28, 2000.
(a)(1)(ii) Letter of Transmittal, dated June 28, 2000.
(a)(1)(iii) Notice of Guaranteed Delivery, dated June 28, 2000.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated June 28, 2000.
(a)(5)(ii) Letter to Clients, dated June 28, 2000.
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5)(iv) Press release issued by Parent on June 20, 2000
(incorporated by reference to the Schedule TO-C filed with
the Securities and Exchange Commission on June 20, 2000).
(a)(5)(v) Press release issued by Parent on June 27, 2000
(incorporated by reference to the Schedule TO-C filed with
the Securities and Exchange Commission on June 27, 2000).
(a)(5)(vi) Summary Advertisement as published in the Wall Street
Journal on June 28, 2000.
(b) None.
(c) Not required.
(d)(1) Merger Agreement, dated as of June 20, 2000, by and among
Parent, Purchaser and the Company (incorporated by reference
to Exhibit 2.1 to the Form 8-K filed by Parent on June 20,
2000).
(d)(2) Letter Agreement, dated as of June 26, 2000, by and between
Parent and the Company.
(d)(3) Confidentiality Agreement, dated as of August 19, 1997, and
amendments dated March 31, 2000, and May 25, 2000, by and
between Parent and the Company.
(d)(4) Promissory Note, dated June 20, 2000, in aggregate principal
amount of $19 million by the Company in favor of Parent.
(d)(5) Subordination Agreement, dated as of June 20, 2000, by and
among Parent, Bank of America, N.A., as agent, and the
Company.
(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
</TABLE>
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