SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 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>
14D-1 and 13D
CUSIP No. 205213101
1) Name of Reporting Persons: TheBetterPlan (TBP), Inc.
S.S. or I.R.S. Identification Nos. of Above Person: pending
2) Check the Appropriate Box if a Member of a Group (See Instructions).
[ ] (a)
[ ] (b)
3) SEC Use Only
4) Sources of Funds (See Instructions). AF, WC, BK
5) [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(e) or 2(f).
6) Citizenship or Place of Organization.
Florida
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
14,464,292
8) [X] Check if the Aggregate Amount in Row 7 Excludes Certain Shares.
9) Percent of Class Represented by Amount in Row 7.
Approximately 98.8%
10) Type of Reporting Person (See Instructions).
CO
<PAGE>
14D-1 and 13D
CUSIP No. 205213101
1) Name of Reporting Persons: Computer Associates International, Inc.
S.S. or I.R.S. Identification Nos. of Above Person: 13-2857434
2) Check the Appropriate Box if a Member of a Group (See Instructions).
[ ] (a)
[ ] (b)
3) SEC Use Only
4) Sources of Funds (See Instructions). AF, WC, BK
5) [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(e) or 2(f).
6) Citizenship or Place of Organization.
Delaware
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
14,464,292
8) [X] Check if the Aggregate Amount in Row 7 Excludes Certain Shares.
9) Percent of Class Represented by Amount in Row 7.
Approximately 98.8%
10) Type of Reporting Person (See Instructions).
CO
<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,originally filed with the Securities and Exchange Commission on February 9,
1999, as amended (the Statement), 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. Capitalized terms not
Defined herein have the meanings assigned thereto in the Statement.
This amendment constitutes the final amendment to the Schedule 14D-1 required
by General Instruction D of Schedule 14D-1 and, pursuant to General Instruction
F of Schedule 14D-1, is deemed to satisfy the reporting requirements of Section
13(d) of the Securities Exchange Act of 1934, as amended, for all Shares
acquired pursuant to the Offer as reported in this amendment.
Item 6. Interest in Securities of the Subject Company.
---------------------------------------------
The response to Item 6(a) and (b) is hereby supplemented as follows:
The information contained in the press release issued by Computer Associates on
March 10, 1999, a copy of which is attached hereto as Exhibit (a)(11), is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
--------------------------------
(a)(11) Text of press release issued by Computer Associates dated March 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: March 10, 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)(11) Text of press release issued by Computer Associates dated March 10,
1999.
EXHIBIT 99 (a)(11)
Contacts: Doug Robinson, Investor Relations, (516) 342-2745or [email protected]
Bob Gordon, Public Relations, (516) 342-2391 or [email protected]
COMPUTER ASSOCIATES TENDER OFFER FOR COMPUTER MANAGEMENT
SCIENCES CLOSES WITH MORE THAN 98 PERCENT ACCEPTANCE
Acquisition Strengthens CAs Global Professional Services Portfolio
ISLANDIA, N.Y., March 10, 1999 Computer Associates International, Inc. (NYSE:
CA) announced that more than 98 per cent of the shares of Computer Management
Sciences, Inc. (Nasdaq: CMSX) common stock was tendered prior to the expiration
of CAs previously announced tender offer. The tender offer for all of the
outstanding shares, at a price of $28 per share in cash, expired at 12:00
midnight, New York City time, on Tuesday, March 9, 1999. All shares validly
tendered and not properly withdrawn prior to the expiration were accepted for
payment. Approximately 14,500,000 shares of common stock of Computer Management
Sciences, Inc. (CMSI) were tendered.
The merger of CMSI with CA will become effective as soon as reasonably
practicable. Once this occurs, CMSI will become a wholly-owned subsidiary of
CA and part of CAs Global Professional Services (GPS).
The acquisition of CMSI, which custom-develops cutting-edge IT solutions for a
Fortune 1000 client base, 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 national network of Systems Outsourcing
Centers (SOC) to include Europe, Asia, South America and other regions. SOCs
are highly-secured systems development service centers equipped with advanced
hardware and software to simulate almost any development environment.
CMSI specializes in Internet development, business process re-engineering,
strategy planning, evolutionary downsizing, rapid application development,
object-oriented databases, vendor software evaluation, and other key technology
areas. Clients include Coca-Cola, CSX Corporation, Kemper Financial Services,
Lockheed Aeronautical Systems Company, Merrill Lynch and Wachovia Bank.
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.
###
All referenced product names are trademarks of their respective companies.
