SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 6 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 25, 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 25, 1999, Computer Associates issued the press release attached
hereto as Exhibit 16. The information set forth in the press release is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
16 Text of press release issued by Computer Associates dated
May 25, 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 25, 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
16 Text of press release issued by Computer Associates dated
May 25, 1999.
Contact: Doug Robinson - Investor Relations Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES RECEIVES U.S. JUSTICE DEPARTMENT CLEARANCE FOR
PLATINUM TECHNOLOGY ACQUISITION
Tender Offer Extended To May 27, 1999
ISLANDIA, N.Y., May 25, 1999--Computer Associates International, Inc. (NYSE: CA)
announced today that it has reached an agreement with the U.S. Department of
Justice that will permit CA to complete its $3.5 billion acquisition of Platinum
technology International, inc. CA also announced that HardMetal, Inc., a
wholly-owned merger subsidiary of CA, is extending its cash 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 Thursday, May 27,
1999.
"We are pleased that the Department of Justice has cleared our acquisition and
we appreciate the effort made by the Department to review this matter
expeditiously", said Sanjay Kumar, CA's president and chief operating officer.
"After reviewing hundreds of products, the agreement with the Justice Department
will result in the sale of a few Platinum mainframe products under the
supervision of a court appointed trustee. We can now move forward with our plans
for Platinum technology and to achieve the synergies that hold much promise for
our clients."
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 Thursday, May 27, 1999, unless the offer is further extended. The offer
was previously scheduled to expire on May 25, 1999.
Based on the latest count of tendered shares, approximately 76,941,698 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 technology International, inc. (Nasdaq: PLAT) 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.
