SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 on February 9, 1999, 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, as set
forth in this Amendment No. 1. Capitalized terms not defined herein have the
meanings assigned thereto in the Statement.
Item 10. Additional Information.
----------------------
On February 10, 1999, Computer Associates issued a press release
announcing the commencement of the Offer. A copy of the press release is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
--------------------------------
(a)(9) Text of press release issued by Computer Associates dated
February 10, 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 11, 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)(9) Text of press release issued by Computer Associates dated
February 10, 1999.
Exhibit 99 (a)(11)
Contacts: Doug Robinson - Investor
Relations Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES COMMENCES TENDER OFFER FOR COMPUTER
MANAGEMENT SCIENCES, INC.
ISLANDIA, N.Y., February 10, 1999 Computer Associates
International, Inc. (NYSE: CA) announced that TheBetterPlan
(TBP), Inc., CAs wholly owned merger subsidiary, commenced a
tender offer on February 9, 1999 for all of the outstanding
shares of Computer Management Sciences, Inc. (NASDAQ: CMSX)
common stock at a price of $28.00 per share, net to the seller in
cash.
The offer is being made pursuant to the Agreement and Plan of
Merger dated as of February 5, 1999 among CA, TheBetterPlan
(TBP), Inc. and Computer Management Sciences, Inc. (CMSI). It
is conditioned, among other things, upon a number of shares being
tendered and not withdrawn such that, upon consummation of the
offer, CA and its affiliates will beneficially own in the
aggregate not less than a majority of the shares on a fully
diluted basis. The offer will expire at 12:00 midnight, New York
City time, on Tuesday, March 9, 1999, unless the offer is
extended.
The Board of Directors of Computer Management Sciences, Inc. has
unanimously approved the offer and the Merger Agreement and has
unanimously recommended that stockholders of Computer Management
Sciences, Inc. accept the offer.
The acquisition of CMSI, which custom develops cutting edge IT
solutions for a Fortune 1000 client base and will become part of
CAs Global Professional Services (GPS), reflects GPS growth
strategy of implementing leading edge business solutions. The
acquisition will accelerate the delivery of powerful new
solutions built around CAs Unicenter TNG and Jasmine
technologies into the upper echelons of the enterprise wide
distributed applications market space. CA will also expand
CMSIs unique Systems Outsourcing Centers (SOC) worldwide.
CMSI specializes in Internet development, business process
reengineering, strategy planning, evolutionary downsizing, rapid
<PAGE> 2
application development, object oriented databases, vendor
software evaluation, and other key technology areas.
The information agent for the offer is D.F. King & Co., Inc., 77
Water Street, New York, N.Y., 10005, telephone: (212) 269-5550
or 1 800 659 5550.
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]. CAs World Wide Web address is www.cai.com.
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