SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5 TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
PLATINUM technology International, inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS II SERIES A JUNIOR PARTICIPATING PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class of Securities)
72764 T 101
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(CUSIP Number)
SANJAY KUMAR
HARDMETAL, INC.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
TELEPHONE: (516) 342-5224
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
COPIES TO:
SCOTT F. SMITH, ESQ.
HOWARD, SMITH & LEVIN LLP
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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May 21, 1999
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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(e), 13d-1(f) or 13d-1(g),check the following box
< >.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on the following pages)
<PAGE>
Computer Associates International, Inc. ("Computer Associates") and its
wholly owned subsidiary, HardMetal, Inc., hereby amend and supplement their
Schedule 13D, originally filed on April 2, 1999, as previously amended (the
"Schedule 13D"), with respect to PLATINUM technology International, inc.
Capitalized terms not defined in this Amendment have the meanings assigned to
them in the Schedule 13D.
Item 4. Purpose of the Transaction.
The response to Item 4 is hereby amended and supplemented as follows:
On May 21, 1999, Computer Associates issued the press release attached
hereto as Exhibit 15. The information set forth in the press release is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
15 Text of press release issued by Computer Associates dated
May 21, 1999.
<PAGE>
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: May 21, 1999
HARDMETAL, INC.
By/s/ Ira H. Zar
Name: Ira H. Zar
Title: President and Assistant Treasurer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By/s/ Ira H. Zar
Name: Ira H. Zar
Title: Senior Vice President-Finance and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name
15 Text of press release issued by Computer Associates dated
May 21, 1999.
Contact: Doug Robinson - Investor Relations Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES EXTENDS TENDER OFFER FOR PLATINUM TECHNOLOGY
INTERNATIONAL, INC. TO MAY 25, 1999
ISLANDIA, N.Y., May 21, 1999--Computer Associates International, Inc. (NYSE: CA)
and Platinum technology International, inc. (NASDAQ: PLAT) announced today that
HardMetal, Inc., a wholly-owned merger subsidiary of CA, is extending its offer
to purchase all outstanding shares of common stock of Platinum technology
International, inc. for $29.25 until 12:00 midnight, New York City time, on
Tuesday, May 25, 1999. As a consequence of the extension of the expiration date,
holders of Platinum common stock may tender or withdraw shares until 12:00
midnight, New York City time, on Tuesday, May 25, 1999, unless the offer is
further extended. The offer was previously scheduled to expire on May 21, 1999.
As in the past, this extension is being made to obtain necessary regulatory
approval of the ongoing tender offer.
Based on the latest count of tendered shares, approximately 76,382,894 shares of
Platinum technology International, inc. common stock have been validly tendered
and not withdrawn pursuant to the tender offer.
The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth
Avenue, New York, NY 10010, telephone (212) 929-5500 or (800) 322-2885.
PLATINUM provides software products and consulting services that help Global
10,000 companies manage and improve their IT infrastructures-including systems
and database management, e-commerce, application infrastructure management, data
warehousing, knowledge management, decision support, and year 2000
reengineering. The 12-year-old company has more than 120 offices across six
continents.
Computer Associates International, Inc. (NYSE: CA), the world leader in
mission-critical business computing, provides software, support and integration
services in more than 100 countries around the world. CA has more
than 14,000 employees and had revenue of $5.3 billion in fiscal year 1999.
For more information about CA, please call 516-342-5224 or email [email protected].
CA's World Wide Web address is www.cai.com.
