SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 3 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 3 pages
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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, originally filed on May 25, 1994 and amended by Amendment No.1 filed on
May 31, 1994 and Amendment No. 2 filed on June 1, 1994 (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. 3. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
German Merger Regulation. The Act Against Restraints of
Competition of the Federal Republic of Germany (the "German Cartel Act")
provides for notice of certain intended transactions deemed to be mergers to
be filed with the German Cartel Office. Pursuant to the German Cartel Act,
the Cartel Office may issue a prohibition order with respect to any merger
of the Company's business operations in the Federal Republic of Germany with
those of the Buyer or any of its affiliates, if it determines that a market-
dominating position in the Federal Republic of Germany would be created or
strengthened as a result of such merger unless the enterprises involved prove
that such a merger would also lead to improvements in competitive conditions
that would outweigh the disadvantages of market domination. The Cartel
Office could order any appropriate remedies designed to eliminate or restrict
any anticompetitive effects in the Federal Republic of Germany resulting from
such a merger. Based on information currently available to it, the Buyer
does not believe that any affiliate of the Buyer in the Federal Republic of
Germany is in direct competition in any significant manner with the business
operations of the Company in the Federal Republic of Germany. Nonetheless,
the Buyer has determined, following consultation with its German counsel and
based on information provided to it by the Company, that such notice to the
German Cartel Office is required and the Buyer's German counsel filed such
notice, on behalf of the Buyer, with the German Cartel Office on June 8,
1994. See Sections 14 and 15 of the Offer to Purchase for information
concerning conditions to the Offer and the rights of the Buyer and the Merger
Subsidiary to extend or amend the Offer and to delay acceptance for
payment or payment for the Shares.
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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: June 15, 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
-----------------------------------------
Name: Belden A. Frease
Title: Senior Vice President and Secretary
