SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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 11788-7000
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 April 29, 1999, Computer Associates issued the press release
attached hereto as Exhibit (a)(11). The information set forth in the press
release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Text of press release issued by Computer Associates dated April 29,
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: April 29, 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)(11) Text of press release issued by Computer Associates dated
April 29, 1999.
Contacts: Doug Robinson - Investor Relations Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES EXTENDS TENDER OFFER FOR
PLATINUM TECHNOLOGY INTERNATIONAL, INC.
ISLANDIA, N.Y., April 29, 1999--Computer Associates International, Inc. (NYSE:
CA) and Platinum technology International, inc. (NASDAQ: PLAT) announced today
that HardMetal, Inc., a wholly-owned merger subsidiary of CA, is extending its
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
Monday, May 10, 1999. The delay is caused by the time required to comply with
the request for additional information and documents made on April 15, 1999 by
the Antitrust Division of the United States Department of Justice pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in conjunction with
CA's ongoing tender offer.
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 Monday, May 10, 1999, unless the offer is further extended. The offer
was previously scheduled to expire on April 29, 1999.
Based on the latest count of tendered shares, approximately 33,252,712 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 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 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.
