SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -----------------------------------------------------------------------
AMENDMENT NO. 5 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
CHEYENNE SOFTWARE, INC.
- -----------------------------------------------------------------------
(Name of Subject Company)
TSE-TSEHESE-STAESTSE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
- -----------------------------------------------------------------------
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
- -----------------------------------------------------------------------
(Title of Class of Securities)
166888107
- -----------------------------------------------------------------------
(CUSIP Number of Class of Securities)
SANJAY KUMAR
TSE-TSEHESE-STAESTSE, INC.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
TELEPHONE: (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
- -----------------------------------------------------------------------
OCTOBER 11, 1996
- -----------------------------------------------------------------------
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Page 1 of 6 Pages
Exhibit Index begins on Page 6
<PAGE> 2
14D-1
CUSIP No. 166888107 Page 2 of 6 Pages
1) Name of Reporting Persons: Tse-tsehese-staestse, Inc.
S.S. or I.R.S. Identification Nos. of Above Person: pending
- -----------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions).
_ (a)
_ (b)
- -----------------------------------------------------------------------
3) SEC Use Only.
- -----------------------------------------------------------------------
4) Sources of Funds (See Instructions). AF, WC, BK
- -----------------------------------------------------------------------
5) _ Check if Disclosure of Legal Proceedings is Required pursuant
to Items 2(e) or 2(f).
- -----------------------------------------------------------------------
6) Citizenship or Place of Organization.
Delaware
- -----------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
Approximately 37,750,000
- -----------------------------------------------------------------------
8) _ Check if the Aggregate Amount in Row 7 Excludes Certain Shares.
- -----------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7.
Approximately 100% as of October 7, 1996*
- -----------------------------------------------------------------------
10) Type of Reporting Person (See Instructions).
CO
<PAGE> 3
14D-1
CUSIP No. 166888107 Page 3 of 6 Pages
1) Name of Reporting Persons: Computer Associates International,
Inc.
S.S. or I.R.S. Identification Nos. of Above Person: 13-2857434
- -----------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions).
_ (a)
_ (b)
- -----------------------------------------------------------------------
3) SEC Use Only.
- -----------------------------------------------------------------------
4) Sources of Funds (See Instructions). WC, BK
- -----------------------------------------------------------------------
5) _ Check if Disclosure of Legal Proceedings is Required pursuant
to Items 2(e) or 2(f).
- -----------------------------------------------------------------------
6) Citizenship or Place of Organization.
Delaware
- -----------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
Approximately 37,750,000
- -----------------------------------------------------------------------
8) _ Check if the Aggregate Amount in Row 7 Excludes Certain Shares.
- -----------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7.
Approximately 100% as of October 7, 1996*
- -----------------------------------------------------------------------
10) Type of Reporting Person (See Instructions).
CO
____________________
* As set forth in the Offer to Purchase, the Company represented
to Computer Associates that, as of October 7, 1996, there were
37,711,424 Shares issued and outstanding. Upon expiration of, and
pursuant to, the Offer, approximately 37,750,000 Shares, representing
more than 100% of the total number of Shares outstanding as of October
7, 1996, had been tendered and not withdrawn. Computer Associates
believes that additional Shares may have been issued by the Company, and
tendered in the Offer, upon exercise of certain stock options
outstanding under various employee and director stock option plans.
Capitalized terms used in this footnote are defined in this Tender Offer
Statement.
<PAGE> 4
Computer Associates International, Inc. and its wholly owned
subsidiary, Tse-tsehese-staestse, Inc., hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1, originally filed on
October 11, 1996 and amended by Amendment No. 1 filed on October 22,
1996, Amendment No. 2 filed on October 25, 1996, Amendment No. 3 filed
on November 4, 1996 and Amendment No. 4 filed on November 8, 1996 (the
Statement), with respect to an offer to purchase all outstanding
shares of Common Stock, par value $.01 per share, including associated
Preferred Share Purchase Rights, of Cheyenne Software, Inc. 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.
This amendment constitutes the final amendment to the
Schedule 14D-1 required by General Instruction D of Schedule 14D-1 and,
pursuant to General Instruction F of 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(a) and (b) is hereby supplemented as
follows:
The information contained in the press release issued by
Computer Associates on November 11, 1996, a copy of which is attached
hereto as Exhibit (a)(15), is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(15) Text of press release issued by Computer Associates dated
November 11, 1996.
<PAGE> 5
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: November 11, 1996
TSE-TSEHESE-STAESTSE, INC.
By/s/ Peter Schwartz
--------------------------------
Name: Peter Schwartz
Title: Vice President and Treasurer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By/s/ Peter Schwartz
--------------------------------
Name: Peter Schwartz
Title: Senior Vice President and
Chief Financial Officer
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- ------------
(a)(15) Text of press release issued by Computer Associates dated
November 11, 1996.
Exhibit 99 (a)(15)
Contact: Doug Robinson Bob Gordon
CA Investor Relations CA Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES TENDER OFFER FOR CHEYENNE CLOSES
WITH MORE THAN 98 PERCENT ACCEPTANCE
ISLANDIA, N.Y., November 11, 1996 - Computer Associates International,
Inc. (NYSE: CA) announces that more than ninety-eight percent of the
shares of Cheyenne Software, Inc. (AMEX: CYE) common stock were tendered
prior to the expiration of Computer Associates' previously announced
tender offer for Cheyenne. The consummation of the tender offer for all
of the outstanding shares, including associated preferred share purchase
rights, at a price of $30.50 per share in cash, expired at 12:00
midnight, New York City time, on Friday, November 8, 1996. All shares
validly tendered and not properly withdrawn prior to the expiration were
accepted for payment.
Approximately 37,750,000 shares, representing nearly 100 percent of the
total number of outstanding shares of common stock of Cheyenne, were
tendered.
The merger of Cheyenne with Computer Associates will become effective as
soon as reasonably practicable but in no event earlier than November 30,
1996. Once the pending merger becomes effective, Cheyenne will become a
wholly owned subsidiary of Computer Associates.
Computer Associates International, Inc. (NYSE: CA), with headquarters in
Islandia, NY, is the world leader in mission-critical software. The
company develops, licenses, and supports more than 500 integrated
products that include enterprise computing and information management,
application development, manufacturing and financial applications. CA
has 9000 people in 130 offices in 40 countries and had revenue of more
than $3.5 billion in fiscal year 1996. CA can be reached by visiting
http://www.cai.com on the World Wide Web, emailing [email protected], or
calling 1-516-342-5224.
Cheyenne Software, Inc. is an international developer of essential
software solutions for NetWare, Windows NT, UNIX, Macintosh, OS/2,
Windows 3.1 and Windows 95 operating systems. Its enterprise-wide
offerings include an array of storage management, security, and
communications products, including Cheyenne(r) HSM, JETserve(tm),
InocuLAN(tm), FAXserve(tm), and its flagship product line, the
ARCserve(r) family of network backup software. Cheyenne can be
contacted at (800) 243-9462 (U.S. or Canada) or (516) 465-4000, or by
visiting its WWW home page at: http://www.cheyenne.com.
