SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
CHS ELECTRONICS, INC.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
12 542 A-20-6
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1999
(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 1 of 5 Pages
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CUSIP No. 12542A-20-6 13D Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Computer Associates International, Inc.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)(a)
(b)
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3 SEC Use Only
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4 Sources of Funds (See Instructions)
WC
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
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6 Citizenship or Place of Organization
Delaware
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Number of Shares 7 Sole Voting Power
11,090,909
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Beneficially Owned by 8 Shared Voting Power
0
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Each 9 Sole Dispositive Power
Reporting 11,090,909
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Person With 10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,090,909
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
16.04%
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14 Type of Reporting Person (See Instructions)
CO
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Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 is hereby amended and supplemented as follows:
Pursuant to the terms of the Debenture Purchase Agreement, on
May 26, 1999 the Issuer issued and delivered to Computer Associates, and
Computer Associates purchased the Issuer's Convertible Debentures in the
principal amount of $14,900,000 and the Warrant. Computer Associates paid the
$14.9 million purchase price for the Convertible Debentures and the Warrant
using working capital available to it. The $35.9 million balance of the
Convertible Debentures was issued to and purchased by Computer Associates on
June 16, 1999, by exchanging a demand promissory note issued by the Issuer to
Computer Associates on June 1, 1999 for the Convertible Debenture. Computer
Associates had loaned working capital available to it to the Issuer in
consideration for the demand promissory note.
Item 4. Purpose of Transaction.
The response to Item 4 is hereby amended and supplemented as
follows:
Computer Associates purchased the Convertible Debentures in
the principal amount of $14,900,000 and the Warrant on May 26, 1999, and
purchased additional Convertible Debentures in the princpal amount of
$35,100,000 on June 16, 1999 for investment purposes.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 is hereby amended and supplemented as
follows:
As of the close of business on June 16, 1999, Computer
Associates beneficially owned 11,090,909 shares of Common Stock, of which
9,090,909 shares of Common Stock are issuable upon conversion of the Convertible
Debentures, and 2,000,000 shares of Common Stock are issuable upon exercise of
the Warrant. Assuming full conversion of the Convertible Debentures and full
exercise of the Warrant, such 11,090,909 shares represent approximately 16.04%
of the outstanding shares of Common Stock (computed on the basis of 58,040,369
shares of Common Stock outstanding as of May 10, 1999 as specified in the
Issuer's Quarterly Report on Form 10-Q for the Quarterly Period ended March 31,
1999, plus 11,090,909 shares issuable upon conversion of the Convertible
Debentures and exercise of the Warrant).
Computer Associates acquired beneficial ownership of the
11,090,909 Conversion Shares pursuant to the Debenture Purchase Agreement dated
May 26, 1999 between the Issuer and Computer Associates, a copy of which is
attached as Exhibit 1 to this Statement. The Convertible Debentures provide,
among other things, that the Convertible Debentures may be converted into shares
of Common Stock, at the option of Computer Associates, at any time and from time
to time beginning on the date of issuance of the Convertible Debentures. The
Convertible Debentures were issued in the principal amounts of $14,900,000 on
May 26, 1999 and $35,100,000 on June 16, 1999.
Computer Associates has the sole power to vote or to direct
the vote, and to dispose or to direct the disposition of, the 11,090,909
Conversion Shares.
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No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any of
the 11,090,909 Conversion Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
The response to Item 6 is hereby amended and supplemented as
follows:
The Debenture Purchase Agreement provides for the issuance and delivery by the
Issuer to Computer Associates and the purchase by Computer Associates of
additional Convertible Debentures in the principal amount of $35,100,000 which
purchase occurred on June 16, 1999.
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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: June 28, 1999 COMPUTER ASSOCIATES
INTERNATIONAL, INC.
By:/s/Steven M. Woghin
Name:Steven M.Woghin
Title: Sr. Vice Presindent and
General Counsel
