SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2 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
(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. 2. Capitalized terms not defined in this Amendment No.
2
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 26, 1995, Computer Associates and the Company issued the
joint press release attached hereto as Exhibit (a)(10). The information set
forth in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(10) Text of joint press release issued by Computer Associates and the
Company dated June 26, 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: June 26, 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)(10) Text of joint press release issued by Computer Associates
and the Company dated June 26, 1995.
Exhibit 99 (a)(10)
Contact: Douglas Robinson - CA Investor Relations, (516) 342-2745
Kathleen Janson - Legent Investor Relations (703) 708-3890
COMPUTER ASSOCIATES EXTENDS TENDER OFFER
FOR LEGENT CORPORATION
ISLANDIA, NY AND HERNDON, VA, June 26, 1995 -- Computer Associates
International, Inc. (NYSE: CA) and Legent Corporation (NASDAQ: LGNT)
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 Tuesday, July 11, 1995. The delay is caused by the time
required to comply with the request for additional information and documents
made by the Antitrust Division of the United States Department of Justice
pursuant to 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 Tuesday, July 11, 1995, unless the offer is further extended.
The tender offer was previously scheduled to expire on July 6, 1995.
Based on the latest count of tendered shares, approximately 6,872,000 shares
of Legent common stock have been validly tendered and not withdrawn pursuant
to the tender offer.
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