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
PLATINUM technology International, inc.
-----------------------------------------------------------------------
(Name of Subject Company)
HARDMETAL, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
-----------------------------------------------------------------------
(Bidder)
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS II SERIES A JUNIOR PARTICIPATING PREFERRED SHARE PURCHASE RIGHTS
-----------------------------------------------------------------------
(Title of Class of Securities)
72764 T 101
-----------------------------------------------------------------------
(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
-----------------------------------------------------------------------
(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
-----------------------------------------------------------------------
APRIL 2, 1999
-----------------------------------------------------------------------
(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 (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 15, 1999, Computer Associates issued the press release
attached hereto as Exhibit (a)(10). The information set forth in the press
release is incorporated herein by reference.
Item 10(f) of the Statement 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 11. Material to be Filed as Exhibits.
(a)(10) Text of press release issued by Computer Associates dated April 15,
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 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
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name
(a)(10) 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.
###
All referenced product names are trademarks of their respective companies.
