SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-l
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
COMPUTER MANAGEMENT SCIENCES, INC.
-----------------------------------------
(Name of Subject Company)
THEBETTERPLAN (TBP), INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
-----------------------------------------
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
-----------------------------------------
(Title of Class of Securities)
205213101
-----------------------------------------
(CUSIP Number of Class of Securities)
SANJAY KUMAR
THEBETTERPLAN (TBP), INC.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
TELEPHONE: (516) 342-5224
-----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
SCOTT F. SMITH, ESQ.
HOWARD, SMITH & LEVIN LLP
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
February 9, 1999
------------------------------------------
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE> 2
Computer Associates International, Inc. (Computer Associates) and its wholly
owned subsidiary, TheBetterPlan (TBP), Inc., hereby amend and supplement their
combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D
(the Statement), originally filed with the Securities and Exchange Commission
on February 9, 1999, as amended, with respect to an offer to purchase all
outstanding shares of common stock, par value $0.01 per share, of Computer
Management Sciences, Inc., a Florida corporation. Capitalized terms not
defined herein have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
----------------------
On February 22, 1999, Computer Associates issued a press release relating to
the early termination of the applicable waiting period under the Hart Scott
Rodino Antitrust Improvements Act of 1976. A copy of the press release is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
--------------------------------
(a)(10) Text of press release issued by Computer Associates dated February 22,
1999.
<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: February 22, 1999
TheBetterPlan (TBP), 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> 4
EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- ------------
(a)(10) Text of press release issued by Computer Associates dated
February 22, 1999.
EXHIBIT 99 (a)(10)
Contact: Doug Robinson - Investor Relations Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES GRANTED EARLY TERMINATION OF HSR
WAITING PERIOD IN TENDER OFFER FOR COMPUTER MANAGEMENT
SCIENCES SHARES
ISLANDIA, N.Y., February 22, 1999 -Computer Associates International, Inc.
(NYSE: CA) announced that it has been granted early termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as
amended, applicable to its tender offer for shares of Computer Management
Sciences, Inc. (Nasdaq: CMSX) effective immediately. The tender offer will
expire at 12:00 midnight, New York City time, on Tuesday, March 9, 1999,
unless the offer is extended.
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 13,000 employees and had revenue of $5.1 billion in calendar year 1998.
For more information about CA, please call 516-342-5224 or email [email protected].
As World Wide Web address is www.cai.com.
All referenced product names are trademarks of their respective companies.
