SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 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 4 Pages
Exhibit Index begins on Page 4
<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 No. 1 filed on June 16, 1995, Amendment No. 2 filed on
June 26, 1995, Amendment No. 3 filed on July 6, 1995 and
Amendment No. 4 filed on July 17, 1995 (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. 5. Capitalized terms not defined in
this Amendment No. 5 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 July 18, 1995, Computer Associates issued the press
release attached hereto as Exhibit (a)(13). The information set
forth in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of press release issued by Computer
Associates dated July 18, 1995.
<PAGE> 3
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 19, 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> 4
EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- ------------
(a)(13) Text of press release issued by Computer Associates dated July
18, 1995.
Contact:Douglas Robinson - CA Investor Relations, (516) 342-2745
COMPUTER ASSOCIATES EXTENDS TENDER OFFER
FOR LEGENT CORPORATION
ISLANDIA, NY, July 18, 1995 -- Computer Associates International, Inc.
(NYSE: CA) announced today that VR126, Inc., a wholly-owned subsidiary
of Computer Associates, is extending its offer to purchase all
outstanding shares of common stock of Legent for $47.95 per share in
cash until 12:00 Midnight, New York City time, on Friday, July 21,
1995. The extension of the offer is being made to allow the
Antitrust Division of the United States Department of Justice time to
complete its investigation under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with Computer Associates'
ongoing tender offer.
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 Friday, July 21, 1995, unless the
offer is further extended. The tender offer was previously scheduled
to expire on July 20, 1995.
Based on the latest count of tendered shares, approximately 17,851,459
shares of Legent common stock have been validly tendered and not
withdrawn pursuant to the tender offer.
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