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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 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.
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(Name of Subject Company)
SPEEDBIRD MERGE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Bidder)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
001903103
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(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
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(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
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(Date Tender Offer First Published,
Sent or Given to Security Holders)
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Page 1 of 8 pages
Exhibit Index on page 4
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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 (the "Statement"), originally filed on May 25, 1994, 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. 1. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
After filing the Statement (including a copy of the Offer to
Purchase) but prior to distributing the Offer to Purchase to the Stockholders
of the Company, Section 9 of the Offer to Purchase was updated through May 27,
1994 and revised to include selected consolidated financial data relating to
the Buyer and its subsidiaries which was taken or derived from the audited
financial statements contained in the Buyer's Annual Report on Form 10-K for
the fiscal year ended March 31, 1994 (which was filed with the Commission on
May 27, 1994). A copy of Section 9 of the Offer to Purchase (as revised to
include such consolidated financial data) is attached hereto as Exhibit (a)(8).
The response to Item 9 is, therefore, hereby amended and restated in its
entirety as follows:
The information set forth in Section 9 of the Offer to
Purchase (as revised to include selected consolidated
financial data relating to the Buyer and its subsidiaries for
the fiscal year ended March 31, 1994), and the consolidated
financial statements of the Buyer in Buyer's Annual Report on
Form 10-K for the fiscal year ended March 31, 1994 are
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
On May 25, 1994, the Buyer issued a press release announcing
the commencement of the Offer. A copy of the press release is attached hereto
as Exhibit (a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Section 9 of the Offer to Purchase (as revised to include selected
consolidated financial data relating to the Buyer and its subsidiaries for the
fiscal year ended March 31, 1994).
(a)(9) Text of press release issued by the Buyer dated May 25, 1994.
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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.
Dated: May 31, 1994
SPEEDBIRD MERGE, INC.
By/s/ Belden A. Frease
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Name: Belden A. Frease
Title: Vice President and Secretary
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By/s/ Belden A. Frease
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Name: Belden A. Frease
Title: Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(8) Section 9 of the Offer to Purchase (as revised to include select
consolidated financial data relating to the Buyer and its
subsidiaries the fiscal year ended March 31, 1994).
(a)(9) Text of press release issued by the Buyer dated May 25, 1994.
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Exhibit 99(a)(8)
9. CERTAIN INFORMATION CONCERNING THE MERGER SUBSIDIARY AND THE BUYER.
The Merger Subsidiary, a Delaware corporation and a wholly owned
subsidiary of the Buyer, was organized to acquire the Company and has not
conducted any unrelated activities since its organization on May 16, 1994.
The Buyer, a Delaware corporation, is engaged in the design,
development, marketing and support of standardized computer software products
for use with a broad range of mainframe, midrange and desktop computers from
many different hardware manufacturers. Its products include systems software,
applications and graphics software, and database management software.
The principal executive offices of the Buyer and the Merger Subsidiary
are located at One Computer Associates Plaza, Islandia, New York 11788. The
name, business address, principal occupation or employment and citizenship of
each director and executive officer of the Merger Subsidiary and the Buyer are
set forth in Schedule I hereto.
The following selected consolidated financial data relating to the
Buyer and its subsidiaries has been updated through May 27, 1994 and has been
taken or derived from the audited financial statements contained in the Buyer's
Annual Report on Form 10-K for the year ended March 31, 1994 (which was filed
with the Commission on May 27, 1994). The information set forth below gives
effect to the acquisitions of Pansophic Systems, Incorporated and On-Line
Software International, Inc. in fiscal 1992. More comprehensive financial
information is included in such Annual Report and the other documents filed by
the Buyer with the Commission, and the financial data set forth below is
qualified in its entirety by reference to such reports and other documents
including the financial statements (and any related notes) contained therein.
Such reports and other documents may be examined and copies may be obtained
from the offices of the Commission in the same manner as set forth with respect
to the Company in Section 8.
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COMPUTER ASSOCIATES INTERNATIONAL, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per Share data)
<TABLE>
<CAPTION>
INCOME STATEMENT FISCAL YEAR ENDED
DATA MARCH 31,
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1994 1993 1992
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<S> <C> <C> <C>
Total revenue $2,148,470 $1,841,008 $1,508,761
Income before income
taxes 626,972 383,663 267,066
Net Income 401,262 245,544 162,909
Net Income per common
share 2.34 1.44 .92
Dividends declared per
common share .14 .10 .10
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET DATA MARCH 31,
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1994 1993
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<S> <C> <C>
Working capital $ 450,599 $ 340,694
Total assets 2,491,605 2,348,819
Long-term debt (less
current maturities) 71,381 166,714
Stockholders' equity 1,243,133 1,054,530
</TABLE>
The Buyer is subject to the informational requirements of the Exchange
Act and in accordance therewith files periodic reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. The Buyer is required to disclose in such proxy
statements certain information, as of particular dates, concerning its
directors and officers, their remuneration, stock options granted to them, the
principal holders of its securities and any material interests of such persons
in transactions with the Buyer. Such reports, proxy statements and other
information should be available for
2
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inspection and copying at the offices of the Commission in the same manner as
set forth with respect to the Company in Section 8.
Except as described in this Offer to Purchase, neither the Buyer, the
Merger Subsidiary nor, to their knowledge, any of the persons listed in
Schedule I hereto or any associate or majority owned subsidiary of any of the
foregoing, beneficially owns or has the right to acquire any equity securities
of the Company, nor has the Buyer, the Merger Subsidiary or, to their
knowledge, any of the persons or entities referred to above or any of the
respective executive officers, directors or subsidiaries of any of the
foregoing, effected any transaction in the equity securities of the Company
during the past 60 days.
Except as described in this Offer to Purchase, neither the Buyer, the
Merger Subsidiary nor, to their knowledge, any of the persons listed in
Schedule I hereto, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including,
but not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the Company, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies.
Except as described in this Offer to Purchase, there have been no
contracts, negotiations or transactions between the Buyer, the Merger
Subsidiary or any other subsidiary of the Buyer or, to their knowledge, any of
the persons listed in Schedule I hereto, on the one hand, and the Company or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, a tender offer or other acquisition of securities, an election of
directors, or a sale or other transfer of a material amount of assets.
Except described in this Offer to Purchase, none of the Buyer, the
Merger Subsidiary, any other subsidiary of the Buyer, or, to their knowledge,
any of the persons listed in Schedule I hereto, has had any business
relationship or transaction with the Company or any of its executive officers,
directors or affiliates that would require disclosure pursuant to the rules and
regulations of the Commission.
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Exhibit 99(a)(9)
Contact: Deborah Coughlin
Vice President - Investor Relations
Computer Associates International, Inc.
(516) 342-2173
COMPUTER ASSOCIATES COMMENCES TENDER OFFER FOR THE ASK GROUP
ISLANDIA, N.Y., May 25, 1994 -- Computer Associates International, Inc. (NYSE
Symbol: CA) announced that Speedbird Merge, Inc., CA's wholly owned merger
subsidiary, commenced a tender offer today for all of the outstanding shares of
The ASK Group, Inc. (NASDAQ Symbol: ASKI) common stock at a price of $13.25 per
share, net to the seller in cash. The offer is being made pursuant to the
Agreement and Plan of Merger dated as of May 18, 1994 among CA, Speedbird
Merge, Inc. and ASK and is conditioned, among other things, upon a number of
shares being tendered and not withdrawn such that, upon consummation of the
offer, CA and its affiliates will beneficially own in the aggregate not less
than a majority of the shares on a fully diluted basis.
The Board of Directors of ASK has unanimously approved the offer and the Merger
Agreement and has unanimously recommended that stockholders of ASK accept the
offer.
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Computer Associates, 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. Calendar
year 1993 revenues exceeded $2 billion.
The information agent for the offer is D.F. King & Co., Inc.
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