SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7 TO
SCHEDULE 14D-l
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
PLATINUM technology International, inc.
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(Name of Subject Company)
HARDMETAL, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Bidder)
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 of Class of Securities)
SANJAY KUMAR
HARDMETAL, INC.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749
TELEPHONE: (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, SMITH & LEVIN LLP
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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APRIL 2, 1999
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(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
Computer Associates International, Inc. ("Computer Associates") and its
wholly owned subsidiary, HardMetal, Inc., hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1, originally filed on April 2, 1999, as
previously amended (the "Statement"), with respect to an offer to purchase all
outstanding shares of Common Stock, par value $.001 per share, including
associated Preferred Share Purchase Rights, of PLATINUM technology
International, inc. as set forth in the Statement. Capitalized terms not defined
in this Amendment 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 May 28, 1999, Computer Associates issued the press release attached
hereto as Exhibit (a)(16). The information set forth in the press release is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(16) Text of press release issued by Computer Associates dated May 28, 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 28, 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
(a)(16) Text of press release issued by Computer Associates dated
May 28, 1999.
Contacts: Doug Robinson - Investor Relations
(516) 342-2745
[email protected]
COMPUTER ASSOCIATES TENDER OFFER FOR PLATINUM CLOSES
WITH MORE THAN 98 PERCENT ACCEPTANCE
ISLANDIA, N.Y., May 28, 1999 - Computer Associates International, Inc. (NYSE:
CA) today announced the expiration of the tender offer by its wholly owned
subsidiary, HardMetal, Inc., for all of the outstanding shares of PLATINUM
technology International, inc. (NASDAQ: PLAT) common stock at a price of $29.25
per share in cash. The offer expired at 12:00 midnight New York time on
Thursday, May 27, 1999, and all shares validly tendered (and not properly
withdrawn) prior to the expiration have been accepted for payment and will be
paid promptly.
Approximately 108.6 million shares were tendered in the offer prior to its
expiration, which constitutes approximately 98 percent of the total number of
outstanding shares of common stock of PLATINUM.
The pending merger of PLATINUM and HardMetal, Inc. will become effective as soon
as practicable after the satisfaction of the conditions set forth in, and
subject to the terms of the Agreement and Plan of Merger among PLATINUM,
HardMetal, Inc. and Computer Associates. Once the pending merger becomes
effective, PLATINUM will become a wholly owned subsidiary of Computer
Associates.
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 e-mail [email protected].
CA's World Wide Web address is www.cai.com.
