SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 4 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE ASK GROUP, INC.
_______________________________________________________________________
(Name of Subject Company)
SPEEDBIRD MERGE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________________________________________
(Bidder)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________________________
(Title of Class of Securities)
001903103
_______________________________________________________________________
(CUSIP Number of Class of Securities)
SANJAY KUMAR
SPEEDBIRD MERGE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
(516) 342-5224
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
JOHN P. GOURARY, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
_______________________________________________________________________
May 25, 1994
(Date Tender Offer First Published,
Sent or Given to Security Holders)
_______________________________________________________________________
Page 1 of 5 pages
Exhibit Index on page 4
<PAGE> 2
Computer Associates International, Inc. (the "Buyer") and its
wholly owned subsidiary, Speedbird Merge, Inc., hereby amend and supplement
their combined Tender Offer Statement on Schedule 14D-1 and Statement on
Schedule 13D, originally filed on May 25, 1994, as amended (the "Statement"),
with respect to an offer to purchase all outstanding shares of common stock,
par value $0.01 per share, of The ASK Group, Inc., a Delaware corporation,
as set forth in this Amendment No. 4. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On June 22, 1994, the Cartel Office of the Federal Republic of
Germany issued a letter dated June 22, 1994 stating that it had investigated
the proposed merger of the business operations of the Buyer (and its
affiliates) with those of the Company (and its affiliates) and that it had
determined that the prerequisites for a prohibition of such merger were not
met. The Buyer issued a press release on June 22, 1994 disclosing this, a
copy of which is attached hereto as Exhibit (a)(11) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11)Text of press release issued by the Buyer dated June 22, 1994.
<PAGE> 3
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.
Dated: June 22, 1994
SPEEDBIRD MERGE, INC.
By/s/ Belden A. Frease
--------------------------------------
Name: Belden A. Frease
Title: Vice President and Secretary
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By/s/ Belden A. Frease
--------------------------------------
Name: Belden A. Frease
Title: Senior Vice President and Secretary
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- -------------
(a)(11) Text of press release issued by the Buyer dated June 22, 1994.
Exhibit 99(a)(11)
Contact: Deborah Coughlin, (516) 342-2173
Vice President-Investor Relations
CA OBTAINS CLEARANCE FROM GERMANY
IN TENDER OFFER FOR THE ASK GROUP SHARES
ISLANDIA, N.Y., June 22, 1994--Computer Associates International,
Inc. (NYSE: CA) was granted clearance today by the Cartel Office of
the Federal Republic of Germany with respect to its tender offer
for shares of The ASK Group, INC. (NASDAQ: ASKI). The tender offer
will expire at 12:00 midnight, New York time, tonight, (Wednesday,
June 22, 1994), unless extended.
Computer Associates International, Inc. (NYSE: CA), with 7,000
employees around the world, is the leading software company for
integrated systems, database management, business applications and
application development solutions. These programs operate across
a full spectrum of mainframe, midrange and desktop computers.
Founded in 1976, CA became a public company in 1981, and now serves
most of the world's major business, government, research and
educational organizations. Fiscal 1994 revenues exceeded $2.1
billion.
