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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
LEGENT CORPORATION
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(Name of Subject Company)
VR126, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Bidder)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
52465R109
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(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
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(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
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June 1, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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Page 1 of 4 Pages
Exhibit Index begins on Page 4
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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 (the
"Statement"), originally filed on June 1, 1995, 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. 1. Capitalized terms not
defined in this Amendment No. 1 have the meanings assigned to them in the
Statement.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended and supplemented as
follows:
On June 16, 1995, Computer Associates and the Company issued
the joint press release attached hereto as Exhibit (a)(9). The information set
forth in the press release is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of joint press release issued by Computer Associates and
the Company dated June 16, 1995.
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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: June 16, 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
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(9) Text of joint press release issued by
Computer Associates and the Company dated
June 16, 1995.
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Exhibit (a)(9)
Contact: Douglas Robinson - CA Investor Relations, (516) 342-2745
Bob Gordon - CA Public Relations, (516) 342-2391
Kathleen Janson - Legent, (703) 708-3890
JUSTICE DEPARTMENT REQUESTS FURTHER INFORMATION CONCERNING
ACQUISITION OF LEGENT BY COMPUTER ASSOCIATES
ISLANDIA, NY AND HERNDON, VA, June 16, 1995--Computer Associates International,
Inc. (NYSE: CA) and Legent Corporation (NASDAQ: LGNT) announced today that the
Antitrust Division of the United States Department of Justice has advised by
telephone that it will request additional information and documents, as well as
request accelerated production of certain specified documents pursuant to a
civil investigative demand, in connection with its review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, of the
ongoing $47.95 per share tender offer by VR126, Inc., a wholly-owned subsidiary
of Computer Associates International, Inc., for all outstanding shares of
common stock of Legent. The tender offer is scheduled to expire at 12:00
Midnight, New York City time, on July 6, 1995, unless extended. Computer
Associates and Legent intend to respond to the request as promptly as possible.
