SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 23, 1994
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(Date of Report [Date of earliest event reported])
THE ASK GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10625 94-2250034
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2880 Scott Boulevard, Santa Clara, CA 95052-8013
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(Address of principal executive office) (Zip Code)
(408) 562-8800
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(Registrant's telephone, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1 Changes in Control of Registrant.
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(a) Pursuant to a definitive Agreement and Plan of Merger
dated as of May 18, 1994 (the "Merger Agreement") among The
ASK Group, Inc. ("Registrant"), Computer Associates
International, Inc. ("CA") and Speedbird Merge, Inc.
("Speedbird"), a wholly owned subsidiary of CA, on May 25,
1994, Speedbird commenced a tender offer for all of the
outstanding shares of common stock of the Registrant at a
price of $13.25 in cash, which tender offer expired at 12:00
midnight (New York City time) on June 22, 1994. On June 23,
1994, Speedbird accepted for payment approximately 23.2
million shares of common stock of the Registrant validly
tendered in the offer. Such 23.2 million shares of common
stock represented approximately 94% of the outstanding shares
on a fully diluted basis. Cash used to finance the purchase
of the Registrant's common stock in the offer came from CA's
general corporate funds and from borrowing under a Credit
Agreement dated as of June 21, 1994, between CA, the banks
and other financial institutions party thereto and Credit
Suisse, as agent.
Pursuant to the Merger Agreement, on June 23, 1994, the
directors of the Registrant resigned and were replaced by
individuals designated by Speedbird.
(b) The pending merger of the Registrant and Speedbird will
become effective as soon as reasonably practicable after the
satisfaction of the conditions set forth in, and subject to
the terms of, the Merger Agreement (including, without
limitation, the resolution of certain matters, and the
expiration of applicable notice periods, under certain of the
Registrant's stock option plans). Once the pending merger
becomes effective, the Registrant will become a wholly owned
subsidiary of CA.
Item 7 Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
1. Agreement and Plan of Merger dated as of May 18, 1994
among the Registrant, CA and Speedbird previously filed as an
Exhibit to CA's Schedule 14D-1/13D filed May 25, 1994 (File
005-34725) and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
The ASK Group, Inc.
By: /s/Sanjay Kumar
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Sanjay Kumar
President
Date: July 1, 1994
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