SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8 TO
SCHEDULE 14D-l
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
LEGENT CORPORATION
____________________________________________________________________
(Name of Subject Company)
VR126, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
____________________________________________________________________
(Bidder)
COMMON STOCK, $.01 PAR VALUE PER SHARE
____________________________________________________________________
(Title of Class of Securities)
52465R109
____________________________________________________________________
(CUSIP Number of Class of Securities)
SANJAY KUMAR
VR126, INC.
C/O 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:
SCOTT F. SMITH, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
____________________________________________________________________
June 1, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
____________________________________________________________________
Page 1 of 5 Pages
Exhibit Index begins on Page 5
<PAGE> 2
Computer Associates International, Inc. and its wholly-
owned subsidiary, VR126, Inc., hereby amend and supplement their
combined Tender Offer Statement on Schedule 14D-1 and Statement
on Schedule 13D, originally filed on June 1, 1995 and amended by
Amendment Nos. 1-7 (the "Statement"), with respect to an offer to
purchase all outstanding shares of common stock, $.01 par value
per share, of Legent Corporation, as set forth in this Amendment
No. 8. Capitalized terms not defined in this Amendment No. 8
have the meanings assigned to them in the Statement.
Item 7. Contracts, Arrangements, Understandings or Relation-
ships with respect to the Subject Company's Securities.
The response to Item 7 is hereby amended and supplemented as
follows:
On July 28, 1995, Computer Associates, Merger
Subsidiary and the Company entered into Amendment No. 1 to the
Merger Agreement (the "Amendment"), a copy of which is attached
hereto as Exhibit (c)(3). The information set forth in the
Amendment is incorporated herein by reference. The Amendment
provides that the Company will, on the thirtieth day following
the date on which Shares are accepted for payment pursuant to the
Offer (the "Acceptance Date"), make a payment, to holders of
options for Shares who meet certain requirements set forth in the
Amendment in cancellation of such options, in an amount equal to
the product of (i) the excess, if any, of $47.95 per Share over
the applicable exercise of each such option and (ii) the number
of such Shares that could have been purchased upon the exercise
of such option. The Amendment also provides that the Company
will make, promptly following the effective time of the merger of
Merger Subsidiary with and into the Company (the "Effective
Time"), to persons who held on the Acceptance Date options issued
pursuant to the Company's Stock Option Plan for Non-Employee
Directors, in each case conditioned on (x) the cancellation of
such options and (y) the delivery by such person within five
business days after the Acceptance Date of written confirmation
that such options do not confer upon such person the right to
receive securities of Computer Associates following the Effective
Time, a payment equal to the product of (i) the excess, if any,
of $47.95 per Share over the applicable exercise of each such
option and (ii) the number of such Shares that could have been
purchased upon the exercise of such option; provided that with
respect to such options which were granted within six months
prior to the Effective Time, such payment shall be made promptly
after six months from the date of such grant.
Item 10. Additional Information.
The response to Item 10 is hereby amended and supplemented as
follows:
On July 28, 1995, Computer Associates issued the press
release attached hereto as Exhibit (a)(16). The information set
forth in the press release is incorporated herein by reference.
<PAGE> 3
Item 11. Material to be Filed as Exhibits.
(a)(16) Text of press release issued by Computer
Associates dated July 28, 1995.
(c)(3) Amendment No. 1, dated as of July 28, 1995, to the
Agreement and Plan of Merger, dated as of May 25,
1995, among the Company, Computer Associates and
Merger Subsidiary.
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 28, 1995
VR126, 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> 5
EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- ------------
(a)(16) Text of press release issued by Computer Associates dated July
28, 1995.
(c)(3) Amendment No. 1, dated as of July 28, 1995, to the Agreement and
Plan of Merger, dated as of May 25, 1995, among the Company,
Computer Associates and Merger Subsidiary.
Exhibit 99 (a) (16)
Contact: Douglas Robinson - CA Investor Relations, (516) 342-2745
Robert Gordon CA Public Relations (516) 342-2391
COMPUTER ASSOCIATES RESOLVES ANTITRUST CONCERNS OVER PROPOSED
ACQUISITION OF LEGENT; PROCEEDS TO COMPLETE TENDER OFFER
ISLANDIA, NY, July 28, 1995 -- Computer Associates International, Inc.
(NYSE: CA) announced today that it has reached an agreement with the
U.S. Department of Justice that will permit CA to complete its $1.8
billion acquisition of Legent Corporation. CA also announced that its
subsidiary, VR126, Inc., is extending until 12:00 Midnight, New York
City time, on Monday, July 31, 1995, its offer to purchase all
outstanding shares of common stock of Legent for $47.95 per share in
cash.
The agreement with the Department of Justice requires CA to license on
a non-exclusive basis four VSE systems management products owned by
Legent to a party or parties acceptable to the Department. Those
parties will be able to offer the products in competition with CA.
Existing clients for those four products will have the option to elect
whether to continue to receive maintenance and support from CA. The
agreement will become final upon court order at the expiration of a
statutory sixty day period.
"This is a great outcome for all concerned," said Sanjay Kumar, CA's
president and chief operating officer. "It's a win for Legent and CA
employees, our clients and shareholders. We said at the outset there
was little overlap between the CA and Legent product offerings. We
appreciate the effort made by the Department of Justice to review
expeditiously the more than 150 Legent products and narrow their
concern to the few covered by this agreement. The agreement with the
Department will not materially affect our ability to acquire and use
the Legent assets."
"We envisioned the transaction as a means of bringing together two
great organizations with complementary products and thousands of
highly motivated and talented employees," Kumar said. "We can now get
on with the task of making the merger a reality and achieving the
synergies that hold such promise for our clients."
As a consequence of the extension of the expiration date, holders of
Legent common stock may tender or withdraw shares until 12:00
Midnight, New York City time, on Monday, July 31, 1995. The tender
offer was previously scheduled to expire on July 28, 1995.
Based on the latest count of tendered shares, approximately 17,662,248
shares of Legent common stock have been validly tendered and not
withdrawn pursuant to the tender offer.
# # #
EXHIBIT (c)(3)
AMENDMENT NO. 1, dated as of July 28, 1995, to the
Agreement and Plan of Merger, dated as of May 25, 1995
(the "Merger Agreement"), among Legent Corporation, a
Delaware corporation (the "Company"), Computer Associates
International, Inc., a Delaware corporation ("Parent"),
and VR126, Inc., a Delaware corporation ("Merger
Subsidiary") and a wholly-owned subsidiary of Parent.
The parties agree as follows:
SECTION 1. Unless otherwise specifically defined in this
Amendment, each term used in this Amendment which is defined in the
Merger Agreement shall have the meaning assigned to such term in the
Merger Agreement. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this
Agreement" and each other similar reference contained in the Merger
Agreement shall from and after the date of this Amendment refer to the
Merger Agreement as amended by this Amendment.
SECTION 2. Section 2.5(a) of the Merger Agreement is hereby
amended in its entirety as follows:
"(a) Subject to Section 2.5(c), at or immediately
prior to the Effective Time, each outstanding Company
Option (defined below) other than the Outside Director
Options (defined below) shall be canceled, and each
holder of any such option shall be paid by the Company
promptly after the Effective Time for each such option an
amount determined by multiplying (i) the excess, if any,
of $47.95 per Share over the applicable exercise price of
such option by (ii) the number of Shares such holder
could have purchased had such holder exercised such
option in full immediately prior to the Effective Time
(as if such Company Option was exercisable in full).
Parent agrees that, promptly following the Effective
Time, it will cause the Company to pay to any person who
held Outside Director Options on the date on which Shares
are accepted for payment pursuant to the Offer (the
"Acceptance Date") an amount equal to the Outside
Director Consideration (defined below) (provided that,
with respect to any such Outside Director Option granted
within six months of the Effective Time, Parent shall
cause the Company to make such payment promptly after six
months from the date of such grant), in each case
conditioned upon (i) the cancellation of all Outside
Director Options, if any, still held by such person and
(ii) such person providing the Company within five
business days after the Acceptance Date with written
confirmation that such person's Outside Director Options
do not confer upon such person any right to receive
securities of Parent following the Effective Time.
<PAGE> 2
"Company Option" means any option granted, whether
or not exercisable, and not exercised or expired, to a
current or former employee, director or independent
contractor of the Company or any of its subsidiaries or
any predecessor thereof to purchase Shares pursuant to
any stock option, stock bonus, stock award, or stock
purchase plan, program, or arrangement of the Company or
any of its subsidiaries or any predecessor thereof
(collectively, the "Stock Plans") or any other contract
or agreement entered into by the Company or any of its
subsidiaries. "Outside Director Option" means any
Company Option granted under the Company's Stock Option
Plan for Non-Employee Directors. "Outside Director
Consideration" means the sum for all Outside Director
Options held by a holder immediately prior to the
Acceptance Date (but excluding any option exercised at
any time) of the respective amounts determined by
multiplying (i) the excess, if any, of $47.95 per Share
over the applicable exercise price of each option by (ii)
the number of Shares such holder could have purchased had
such holder exercised such option in full immediately
prior to the Acceptance Date (as if such option was
exercisable in full)."
SECTION 3. Section 2.5 of the Merger Agreement is hereby
further amended by adding the following at the end of such Section:
"(d) On the thirtieth day (or, if such day is not a
business day, the next succeeding business day
thereafter) following the Acceptance Date, the Company
shall pay by check to each Electing Optionholder (defined
below) in cancellation of such Electing Optionholder's
Company Options specified (the "Specified Options") by
such Electing Optionholder in the Election Notice
(defined below) (excluding any Company Options
theretofore exercised) an amount equal to the product of
(i) the excess, if any, of $47.95 per Share over the
applicable exercise price of each such Specified Option
and (ii) the number of Shares such Electing Optionholder
could have purchased had such Electing Optionholder
exercised such Specified Option in full on the Acceptance
Date (as if such Specified Option were exercisable in
full). Notwithstanding any other provision of this
Section 2.5, payment to any Electing Optionholder may be
withheld in respect of any Specified Option until such
Electing Optionholder executes an acknowledgment, in form
and substance reasonably satisfactory to the Company,
stating that (i) such Specified Option is being canceled
in exchange for such payment, (ii) such Specified Option
has not previously been exercised and (iii) such Electing
Optionholder has not transferred any interest in such
Specified Option to any person (other than the Company).
For purposes of this Agreement, "Electing Optionholder"
shall mean each person (other than persons who are
subject to the reporting requirements of Section 16 of
the Exchange Act) (i) who holds, as of the Acceptance
<PAGE> 3
Date, outstanding Company Options, (ii) who elects, by
written notice delivered by mail, facsimile transmission
or e-mail (with a hard copy printout) to the Secretary of
the Company no earlier than the business day next
succeeding the Acceptance Date and no later than the
tenth business day following the Acceptance Date, to
cancel the Specified Options in exchange for the payment
from the Company described in this subsection (the
"Election Notice") and (iii) who is an employee of the
Company on the business day immediately preceding the
Acceptance Date.
(e) The termination of employment of any Electing
Optionholder on or after the Acceptance Date shall not
affect such Electing Optionholder's right to receive, or
the Company's obligation to make, the payment specified
in Section 2.5(d), notwithstanding any provision in any
employee stock option agreement of the Company or Stock
Plan relating to cancellation of Company Options in
connection with termination of employment (unless such
Electing Optionholder's employment is terminated for
cause or such Electing Optionholder resigns in lieu of
such termination for cause).
(f) The provisions of Section 2.5(a), (d) and (e)
are intended to be for the benefit of holders of Company
Options and shall be enforceable by them."
SECTION 4. This Amendment shall be construed in accordance
with and governed by the laws of the State of New York.
SECTION 5. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when each
party hereto shall have received counterparts hereof signed by all of
the other parties hereto.
<PAGE> 4
The parties hereto have caused this Amendment to be duly
executed as of the date first above written.
LEGENT CORPORATION
By: /s/ Jerre Stead
---------------------------------------------
Title: Chairman and Chief Executive Officer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/ Belden A. Frease
---------------------------------------------
Title: Senior Vice President and Secretary
VR126, INC.
By: /s/ Belden A. Frease
--------------------------------------------
Title: Vice President and Secretary
