SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9 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 Nos. 1-8 (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. 9. Capitalized terms not defined in this Amendment No. 9
have the meanings assigned to them in the Statement.
This Amendment constitutes the final amendment to the
Schedule 14D-1 required by General Instruction D to Schedule 14D-
1 and, pursuant to General Instruction F to Schedule 14D-1, is
deemed to satisfy the reporting requirements of Section 13(d) of
the Securities Exchange Act of 1934, as amended, for all Shares
acquired pursuant to the Offer as reported in this Amendment.
Item 6. Interest in Securities of the Subject Company.
The response to Item 6 is hereby amended and supplemented as
follows:
On August 1, 1995, Computer Associates issued the press
release attached hereto as Exhibit (a)(17). The information set
forth in the press release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(17) Text of press release issued by Computer Associates dated August
1, 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: August 1, 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)(17) Text of press release issued by Computer Associates dated August
1, 1995.
Exhibit 99 (a) (17)
Contact: Douglas Robinson - Investor Relations, (516) 342-2745
COMPUTER ASSOCIATES TENDER OFFER FOR LEGENT CLOSES
WITH MORE THAN 90 PERCENT ACCEPTANCE
ISLANDIA, N.Y., August 1, 1995 - Computer Associates International,
Inc. (NYSE Symbol: CA) today announced the expiration of the tender
offer by its wholly owned subsidiary, VR126, Inc., for all of the
outstanding shares of Legent Corporation (NASDAQ Symbol: LGNT)
common stock at a price of $47.95 per share in cash. The offer
expired at 12:00 Midnight, New York City time, on Monday, July 31,
1995, and all shares validly tendered (and not properly withdrawn)
prior to such expiration have been accepted for payment and will be
paid for promptly.
IBJ Schroder Bank & Trust Company, as Depositary, has advised that
approximately 38,484,520 shares were tendered in the offer prior to
its expiration, which constitute approximately 91 percent of the
total number of outstanding shares of common stock of Legent on a
fully diluted basis.
Computer Associates is replacing its existing $500 million Credit
Agreement with a new $2 billion Credit Agreement with a group of
banks headed by Credit Suisse. Computer Associates will obtain all
funds needed to pay for the shares of Legent accepted for payment
in the tender offer from its general corporate funds and by
borrowing under the Credit Agreement.
The pending merger of Legent and VR126, Inc. will become effective
as soon as practicable after the satisfaction of the conditions set
forth in, and subject to the terms of, the Agreement and Plan of
Merger among Legent, VR126, Inc. and Computer Associates, but in no
event earlier than November 6, 1995. Once the pending merger
becomes effective, Legent will become a wholly owned subsidiary of
Computer Associates.
The purchase price and associated charges will be allocated among
the identifiable tangible and intangible assets of Legent based on
their fair market value at the acquisition date under the purchase
method of accounting for business combinations. The costs of
purchased research and development for that portion of the acquired
technology that has not reached the working model stage and has no
alternative future use will be written off against Computer
Associates earnings in its second quarter ending September 30,
1995. As previously announced, the after tax charge against
earnings is initially projected to be approximately $800 million,
or approximately $5.00 per share.
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