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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
(Amendment No. 8)
MYND CORPORATION, FORMERLY
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
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$584,871,904 $116,974.38
* 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 Mynd
Corporation, formerly known as 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 the 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. [X]
Amount Previously Paid: $116,974.38 Filing Party: Computer Sciences
Corporation
Form or Registration No.: Schedule TO Date Filed: June 28, 2000
Check the 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:
<TABLE>
<S> <C>
[X] third party tender offer subject to [ ] going-private transaction subject
Rule 14d-1 to Rule 13e-3
[ ] issuer tender offer subject to [ ] amendment to Schedule 13D under
Rule 13e-4 Rule 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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Computer Sciences Corporation ("Parent") and Patriot Acquisition Corp.
("Purchaser") hereby amend and supplement their Tender Offer Statement on
Schedule TO originally filed on June 28, 2000 (the "Schedule TO") and
subsequently amended on July 13, 2000, July 26, 2000, August 1, 2000, August 11,
2000, September 12, 2000, October 11, 2000 and October 31, 2000 with respect to
Purchaser's Offer to Purchase all of the outstanding Shares of common stock, par
value $0.01 per share, of Mynd Corporation, formerly known as Policy Management
Systems Corporation (the "Company"). Capitalized terms used, but not defined,
herein have the respective meanings assigned to such terms in the Schedule TO
and the Offer to Purchase dated June 28, 2000 filed as Exhibit (a)(1)(i).
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
On November 22, 2000 Parent issued the press release filed as Exhibit
(a)(5)(xiii), which is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following exhibit:
(a)(5)(xiii) Press release issued by Parent on November 22, 2000.
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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/ LEON J. LEVEL
-----------------------------------
Name: Leon J. Level
Title: Vice President and Treasurer
COMPUTER SCIENCES CORPORATION
By: /s/ LEON J. LEVEL
-----------------------------------
Name: Leon J. Level
Title: Vice President and
Chief Financial Officer
Dated: November 22, 2000
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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.**
(a)(5)(v) Press release issued by Parent on June 27, 2000.***
(a)(5)(vi) Summary Advertisement as published in the Wall Street Journal on June 28, 2000.*
(a)(5)(vii) Press Release issued by Parent on July 12, 2000.*
(a)(5)(viii) Press Release issued by Parent on July 31, 2000.*
(a)(5)(ix) Press Release issued by Parent on August 10, 2000.*
(a)(5)(x) Press Release issued by Parent on September 11, 2000.*
(a)(5)(xi) Press Release issued by Parent on October 11, 2000.*
(a)(5)(xii) Press Release issued by Parent on October 30, 2000.*
(a)(5)(xiii) Press Release issued by Parent on November 22, 2000.
(b) None.
(c) Not required.
(d)(1) Merger Agreement, dated as of June 20, 2000, by and among Parent, Purchaser
and the Company.*
(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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* Previously filed as an exhibit to the Schedule TO.
** Incorporated by reference to the Schedule TO-C filed on June 20, 2000.
*** Incorporated by reference to the Schedule TO-C filed on June 27, 2000.
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