SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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.
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(Name of Subject Company)
THEBETTERPLAN (TBP), INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
205213101
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(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
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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
February 9, 1999
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(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 with the Securities and Exchange Commission
on February 9, 1999, as amended, 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.
Item 10. Additional Information.
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Item 10(f) of the Statement is hereby amended and supplemented by adding
thereto the following:
Merger Subsidiary hereby confirms, and the first sentence of the last paragraph
of Section 15 of the Offer to Purchase entitled Certain Conditions of the Offer
is amended in its entirety to read, as follows:
The foregoing conditions are for the sole benefit of Computer Associates and
Merger Subsidiary and may be asserted by Computer Associates in its discretion
regardless of the circumstances (including any action or omission by Computer
Associates or Merger Subsidiary) giving rise to any such condition or (other
than the Minimum Condition) may, subject to the terms of the Merger Agreement,
be waived by Computer Associates and Merger Subsidiary in their reasonable
discretion in whole at any time or in part from time to time.
Merger Subsidiary further confirms, and Section 15 of the Offer to Purchase
entitled Certain Conditions of the Offer is hereby amended to include a final
paragraph, as follows:
Notwithstanding anything to the contrary set forth in the Offer to Purchase, in
response to any condition to the Offer not being satisfied, Merger Subsidiary
may not upon expiration of the Offer (and without extending the period of time
for which the Offer is open) delay acceptance for payment or payment for Shares
until such time as such condition is satisfied or waived; provided that,
subject to the applicable regulations of the Securities and Exchange
Commission, Merger Subsidiary reserves the right (subject to the terms of the
Merger Agreement), at any time and from time to time, to delay acceptance for
payment of, or, regardless of whether such Shares were theretofore accepted
for payment, pay for, any Shares in order to comply with applicable law.
<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 23, 1999
TheBetterPlan (TBP), Inc.
By/s/ Ira H. Zar
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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
