UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
Computer Associates International, Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
204912109
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(CUSIP Number)
Ms. Ursula Dieterich, Careal Holding AG,
Utoquai 49, 8022 Zurich, Switzerland,
Telephone Number 411-252-22-26
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 23, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (9-88) 1 of 8
<PAGE>
SCHEDULE 13D
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CUSIP NO. 204912109 PAGE 2 OF 8 PAGES
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CAREAL HOLDING AG
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC OF CAREAL HOLDING AG
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
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7. SOLE VOTING POWER
NUMBER OF 126,587,500 - WALTER H. HAEFNER
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 126,587,500 - WALTER H. HAEFNER
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,587,500 - WALTER H. HAEFNER
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12. CHECK |__| IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.16%
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14. TYPE OF REPORTING PERSON*
HC - CAREAL HOLDING AG
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 8
<PAGE>
SCHEDULE 13D
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CUSIP NO. 204912109 PAGE 3 OF 8 PAGES
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
WALTER H. HAEFNER
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC OF CAREAL HOLDING AG
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
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7. SOLE VOTING POWER
NUMBER OF 126,587,500 - WALTER H. HAEFNER
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 126,587,500 - WALTER H. HAEFNER
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,587,500 - WALTER H. HAEFNER
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12. CHECK |__| IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.16%
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14. TYPE OF REPORTING PERSON*
IN - WALTER H. HAEFNER
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 3 of 8
<PAGE>
This Amendment No. 6 to the Statement on Schedule 13D, dated August 21,
1987, filed by Careal Holding AG, a Swiss corporation ("Careal"), and Mr. Walter
H. Haefner, a national and resident of Switzerland, on August 24, 1987, as
amended on July 21, 1988, February 17, 1989, May 30, 1989, July 31, 1989 and
November 24, 1989, further amends and hereby restates in its entirety such
Statement with respect to the Common Stock, par value $.10 per share ("Common
Stock"), of Computer Associates International, Inc., a Delaware corporation
("Computer Associates"). The following statements do not purport to be complete
and are qualified in their entirety by reference to all of the provisions of the
documents referred to herein and filed as exhibits to Schedule 13D, dated August
21, 1987, filed August 24, 1987.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $0.10 per share
(the "Common Stock"), of Computer Associates International, Inc., a Delaware
corporation ("Computer Associates"), whose address is 1 Computer Associates
Plaza, Islandia, New York 11788.
Item 2. Identity and Background.
-----------------------
This statement is filed by Careal Holding AG, a Swiss corporation
("Careal"), whose address is Utoquai 49, 8022 Zurich, Switzerland, and by Mr.
Walter Haefner ("Mr. Haefner"), who is a citizen and resident of Switzerland.
Careal is a holding company wholly-owned by Mr. Haefner. Through its
subsidiaries, Careal is primarily engaged in a wholesale and retail
distributorship in Switzerland for foreign automobiles and parts and in a real
estate business in Switzerland and Greece.
The information required by this Item with respect to Mr. Haefner and
the directors and executive officers of Careal is furnished in Schedule A
attached to Schedule 13D, dated August 21, 1987, filed August 24, 1987 and
attached hereto as amended as of September 15, 1998.
During the last five years neither Careal nor any of its directors or
executive officers has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Pursuant to the terms of the Agreement and Plan of Merger filed as
Exhibit 1 to Schedule 13D, dated August 21, 1987, filed August 24, 1987 (the
"Merger Agreement"), the consideration for the issuance of the 16,285,440 shares
of Common Stock held by Careal and beneficially owned by Mr. Haefner on August
21, 1987 was the cancellation and retirement of 9,600,000 shares of Common
Capital Stock (the "UCCEL Stock") of UCCELL Corporation ("UCCEL"), a Delaware
corporation. The exchange ratio pursuant to which the UCCEL Stock held by Careal
and beneficially owned by Mr. Haefner was exchanged for such Common Stock
(1.6964 shares of Common Stock for each share of UCCEL Stock) was the same
exchange ratio applicable to all other UCCEL shareholders pursuant to the Merger
Agreement.
Between July 21, 1988 and July 22, 1998, Careal purchased an additional
3,429,120 shares of Common Stock. The aggregate purchase price (including
commissions) of such purchases was $79,881,060.76. The full amount of the
aggregate purchase price of such transactions was provided out of the available
working capital of Careal and the personal funds of Mr. Haefner.
On July 23, 1998, Careal purchased an additional 25,000 shares of
Common Stock. The aggregate purchase price (including commissions) of such
purchase was $1,027,432.81. The full amount of such aggregate purchase price was
provided out of the available working capital of Careal.
Page 4 of 8 Pages
<PAGE>
Item 4. Purpose of Transaction.
Careal intends to hold the Common Stock owned by it for general
investment purposes. Careal also intends to review on a continuing basis its
investment in Computer Associates and may increase or decrease such investment
through sales or purchases of Common Stock in the open market, in privately
negotiated transactions or otherwise. The extent of any such increase or
decrease would depend upon the price and availability of the Common Stock, the
then-current number of shares of Common Stock owned by Careal, the availability
of funds to Careal, developments affecting Computer Associates, Computer
Associates' business and prospects, other investment and business opportunities
available to Careal, general stock market and economic conditions, tax
considerations and other relevant factors. Except as set forth in the two
preceding sentences, neither Careal nor Mr. Haefner has any present plans or
proposals which relate to or would result in the occurrence of any of the events
listed in Item 3 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of September 15, 1998, Careal is the owner of record of 126,587,500
shares of Common Stock representing approximately 23.16% of the Common Stock
outstanding, based upon information as to the number of such shares outstanding
at July 29, 1998 provided in Computer Associates' quarterly
Page 5 of 8 Pages
<PAGE>
report on Form 10-Q for the quarter ended June 30, 1998. Mr. Haefner is the
beneficial owner of such 126,587,500 shares of Common Stock and has sole voting
and dispositive power with respect thereto.
Other than the 126,587,500 shares of Common Stock owned of record by
Careal and beneficially owned by Mr. Haefner, neither Careal nor any of its
directors or executive officers are the beneficial owners of, nor do any of them
have a right to acquire, directly or indirectly, shares of Common Stock.
Except as set forth in Item 3, neither Careal nor Mr. Haefner has
effected any transactions in shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
UCCEL, Computer Associates and LMB Merger, Inc. ("Merger Sub"), a
wholly-owned subsidiary of Computer Associates formed for the purpose of
effecting the acquisition, entered into the Merger Agreement, dated as of June
1, 1987, pursuant to which UCCEL merged with Merger Sub to become a wholly-owned
subsidiary of Computer Associates and each outstanding share of UCCEL's Common
Capital Stock was converted into 1.6964 shares of Computer Associates' Common
Stock with cash adjustments for fractional shares. Concurrently with the
execution of the Merger Agreement, Careal entered into an Agreement, dated as of
June 1, 1987 (the "Agreement"), with Computer Associates pursuant to which
Careal agreed to vote its Common Capital Stock in favor of the merger, agreed to
certain restrictions on the sale of the Common Capital Stock held by it and
agreed not to enter into a voting trust, voting agreement or other arrangement
with respect to the Common Capital Stock held by it. A copy of the Merger
Agreement is filed as Exhibit 1 to Schedule 13D, dated August 21, 1987, filed
August 24, 1987. A copy of the Agreement is filed as Exhibit 2.
Item 7. Material Filed as Exhibits
--------------------------
Exhibit Number Description
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Exhibit 1 Agreement and Plan of Merger,
dated as of June 1, 1987,
among UCCEL, Computer
Associates International, Inc.
and LMB Merger, Inc.
Exhibit 2 Agreement, dated as of June 1,
1987, between Careal and
Computer Associates
International, Inc.
Page 6 of 8 Pages
<PAGE>
Schedule A to Schedule 13D of
CAREAL HOLDING AG
Name, Business Address Present Principal Occupation
and Citizenship (1) and Employer
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Walter Haefner Chairman and President,
Careal Holding AG
Eva Bucher-Haefner Manager, Careal Holding AG
Edwin Hottinger Manager, Careal Holding AG
Peter Widmer Manager, Careal Holding AG
(1) The business address of each is Careal Holding AG, Utoquai 49, 8022 Zurich,
Switzerland, and each is a citizen of Switzerland.
Page 7 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement on Schedule
13D, dated August 21, 1987 and filed August 24, 1987, as hereby amended, is
true, complete and correct.
Dated: September 15, 1998
CAREAL HOLDING AG
By: /s/ Walter H. Haefner
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Walter H. Haefner
Chairman and President
WALTER H. HAEFNER
By: /s/ Walter H. Haefner
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Page 8 of 8 Pages
