SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
CHEYENNE SOFTWARE, INC.
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(Name of Subject Company)
TSE-TSEHESE-STAESTSE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class of Securities)
166888107
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(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
(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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October 11, 1996
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(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, 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 and Amendment No. 2 filed on October 25, 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. 3. Capitalized terms not defined in this Amendment No. 3
have the meanings assigned to them in the Statement.
Item 9. Financial Statements of Certain Bidders.
The response to Item 9 is hereby supplemented as follows:
Amendment No. 1 to the Statement had attached to it as
Exhibit (a)(9) a press release issued by Computer Associates. The
information set forth in the press release was incorporated by reference
into Item 9 of the Statement. The press release contained forward-
looking information and indicated that such information was subject to
the "safe harbor" under the Private Securities Litigation Reform Act of
1995. However, forward-looking statements that are issued in connection
with the Offer are not subject to the safe harbor.
Item 10. Additional Information
The response to Item 10(e) is hereby supplemented as
follows:
On November 4, 1996 Computer Associates and the Company
issued the joint press release attached hereto as Exhibit (a)(12).The
information set forth in the joint press release is incorporated herein
by reference.
The response to Item 10(f) is hereby supplemented as
follows:
Notwithstanding anything to the contrary set forth in the
Offer to Purchase, in response to any condition to the Offer not being
satisfied, Merger Subsidiary may not upon expiration of the Offer (and
without extending the period of time for which the Offer is open) delay
acceptance for payment or payment for Shares until such time as such
condition is satisfied or waived; provided that, subject to the
applicable regulations of the Securities and Exchange Commission, Merger
Subsidiary reserves the right, in its sole discretion (but subject to
the terms of the Merger Agreement), at any time and from time to time,
to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, pay for, any Shares in
order to comply with any applicable law.
Item 11. Material to be Filed as Exhibits.
(a)(12) Text of joint press release issued by Computer Associates
and the Company dated November 4, 1996.
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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: November 4, 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> 4
EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(12) Text of joint press release issued by Computer Associates
and the Company dated November 4, 1996.
Exhibit 99 (a)(11)
Contact: Doug Robinson Bob Gordon
CA Investor Relations CA Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
Elliot Levine - Cheyenne EVP/CFO
(516) 465-4000
COMPUTER ASSOCIATES AND CHEYENNE ANNOUNCE HEARING DATE FOR MOTION TO
ENJOIN; TENDER OFFER EXPECTED TO CLOSE THIS WEEK
ISLANDIA, NY and ROSLYN HEIGHTS, NY, November 4, 1996 - Computer
Associates International, Inc. (NYSE: CA) and Cheyenne Software, Inc.
(AMEX:CYE) announced today that a hearing has been scheduled for
November 6, 1996 in the Delaware Chancery Court on a motion to
preliminarily enjoin consummation of CA s tender to acquire Cheyenne.
The tender offer is scheduled to expire at midnight on Friday, November
8, 1996. Cheyenne and CA believe that the motion is without merit.
The motion relates to an amendment to a purported class action complaint
originally filed against Cheyenne and the members of Cheyenne s board of
directors in April 1996. The complaint, as amended, alleges that
Cheyenne s directors breached their fiduciary duties by rejecting an
earlier request of McAfee Associates, Inc. to negotiate a merger of
Cheyenne and McAfee and by agreeing to the proposed transaction with CA.
It is further alleged in the amended complaint that Cheyenne s failure
to disclose certain investment banker analyses constituted a breach of
the directors duty of candor to Cheyenne s shareholders. The amended
complaint also names CA as a party to the litigation. A copy of the
amended complaint has been previously filed with the Securities and
Exchange Commission as an exhibit to CA s Schedule 14D-1 and Cheyenne s
Schedule 14D-9. Both Cheyenne and CA deny any wrongdoing and will
defend the action vigorously.
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 HSM, JETserve, InocuLAN,
FAXserve, and its flagship product line, the ARCserve 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.
