SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
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
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, $.01 PAR VALUE 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
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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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 23, 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. (the "Company") 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 October 25, 1996, Computer Associates and the Company
issued the joint press release attached hereto as Exhibit (a)(11). The
information set forth in the press release is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Text of joint press release issued by Computer Associates and
the Company dated October 25, 1996.
<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: October 25, 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
(a)(11) Text of joint press release issued by Computer Associates and
the Company dated October 25, 1996.
Exhibit 99 (a)(11)
Contact:Doug Robinson-CA Investor Relations Bob Gordon-CA Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
Elliot Levine - Cheyenne EVP/CFO
(516) 465-4000
COMPUTER ASSOCIATES ANNOUNCES HSR WAITING PERIOD EXPIRES IN TENDER OFFER
FOR CHEYENNE SOFTWARE, INC. SHARES
ISLANDIA, NY and ROSLYN HEIGHTS, NY, October 25, 1996 - Computer
Associates International, Inc. (NYSE: CA) and Cheyenne Software, Inc.
(AMEX: CYE) announced today that the Hart-Scott-Rodino waiting period
relating to CA's ongoing $30.50 per share tender offer for Cheyenne
Software, Inc. has expired. The tender offer is scheduled to expire at
12:00 midnight, New York City time, on Friday, November 8, 1996, unless
extended.
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.
