SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SYSTEM SOFTWARE ASSOCIATES, INC.
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(Name of Issuer)
Common Stock, Par Value $.0033 Per Share
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(Title of Class of Securities)
87183910
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(CUSIP Number)
Steven M. Woghin, Esq.
Senior Vice President and General Counsel
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11788
(516) 342-5224
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 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 ( )
<PAGE> 2
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D, originally filed with the Securities and Exchange
Commission on September 8, 1997 (the Schedule 13D) by Computer
Associates International, Inc., a Delaware corporation (Computer
Associates). Capitalized terms not defined herein have the
meanings assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as
follows:
Pursuant to the Convertible Note, the Issuer delivered
to Computer Associates a notice of redemption with respect to the
Convertible Note. Computer Associates elected to convert the
Convertible Note in full into shares of Common Stock of the
Issuer as provided for in the Convertible Note. Pursuant to the
provisions of the Convertible Note, Computer Associates sent
notice to the Issuer of such election to convert, and on January
12, 1998, Computer Associates converted the Convertible Note into
3,603,603 shares of Common Stock (the Conversion Shares) at a per
share conversion price of $3.33. No funds were used in the
transaction. Upon conversion of the Convertible Note, the
Convertible Note was returned to the Issuer for cancellation.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented as
follows:
As of the close of business on January 12, 1997,
following conversion of the Convertible Note, Computer Associates
beneficially owned 3,603,603 Conversion Shares, all of which were
issued upon conversion of the Convertible Note. Such 3,603,603
Conversion Shares represent approximately 7.8% of the outstanding
shares of Common Stock (computed on the basis of 42,731,937
shares of Common Stock outstanding as of September 5, 1997 as
specified in the Issuers Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997, filed on October 21, 1997, plus
3,603,603 Conversion Shares). Conversion of the Convertible Note
effected no change in Computer Associates beneficial ownership of
the Issuers Common Stock. No funds were used in the transaction.
Upon conversion of the Convertible Note, the Convertible Note
was returned to the Issuer for cancellation.
Item 6. Contracts,Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as
follows:
Pursuant to the Convertible Note, the Issuer delivered
to Computer Associates a notice of redemption with respect to the
Convertible Note. Computer Associates elected to convert the
Convertible Note in full into shares of Common Stock of the
Issuer as provided for in the Convertible Note. Pursuant to the
provisions of the Convertible Note, Computer Associates sent
notice to the Issuer of such election to convert, and on January
12, 1998, Computer Associates converted the Convertible Note into
the Conversion Shares. No funds were used in the transaction.
Upon conversion of the Convertible Note, the Convertible Note was
returned to the Issuer for cancellation.
<PAGE> 3 SIGNATURES
After reasonable 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: January 22, 1998
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By:/s/ Steven M. Woghin, Esq.
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Name: Steven M. Woghin, Esq.
Title: Sr. Vice President and General Counsel
