SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 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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March 29, 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 (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 April 15, 1999, Computer Associates issued the press release
attached hereto as Exhibit 11. The information set forth in the press release is
incorporated herein by reference.
The response to Item 4 is hereby further amended and supplemented by
adding thereto the following:
Merger Subsidiary further confirms, and the sections of the Offer to
Purchase entitled "Acceptance for Payment and Payment" and "Certain Conditions
of the Offer" are hereby amended to include a final paragraph, as follows:
"Notwithstanding anything to the contrary herein, Merger Subsidiary cannot and
will not assert any of the conditions set forth under "Certain Conditions of the
Offer" (other than certain regulatory conditions as, and to the extent,
permitted by applicable rules and regulations of the Commission) at any time
after the Expiration Date."
Item 7. Material to be Filed as Exhibits.
11 Text of press release issued by Computer Associates dated
April 15, 1999.
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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: April 15, 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
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
11 Text of press release issued by Computer Associates dated
April 15, 1999.
Contacts: Doug Robinson, Investor Relations Bob Gordon, Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
JUSTICE DEPARTMENT REQUESTS FURTHER INFORMATION CONCERNING
ACQUISITION OF PLATINUM TECHNOLOGY INTERNATIONAL INC.,
BY COMPUTER ASSOCIATES INTERNATIONAL, INC.
ISLANDIA, N.Y., AND OAKBROOK TERRACE, IL, April 16, 1999--Computer Associates
International, Inc. (NYSE: CA) and Platinum technology International inc.
(NASDAQ: PLAT) announced today that the Antitrust Division of the United States
Department of Justice (DOJ) has requested additional information and documents
in connection with the DOJ's review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, of the $29.25 per share tender offer by
HardMetal, Inc., a wholly-owned subsidiary of Computer Associates International,
Inc., for all outstanding shares of common stock of Platinum technology
International inc. ("Platinum").
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on Thursday, April 29, 1999, unless the offer is extended. Computer Associates
and Platinum intend to respond to the request as promptly as possible.
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].
CA's World Wide Web address is www.cai.com.
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