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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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STERLING SOFTWARE, INC.
(Name of Subject Company)
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SILVERSMITH ACQUISITION CORP.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Name of Filing Person--Offeror)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
859547101
(CUSIP Number of Class of Securities)
STEVEN M. WOGHIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749-7000
(631) 342-5224
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
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Copies to:
SCOTT F. SMITH, ESQ.
STEPHEN A. INFANTE, ESQ.
J. D. WEINBERG, ESQ.
COVINGTON & BURLING
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$3,615,625,000 $723,125
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based upon (a) $36.15625, the average of the high and low price
per share of Sterling Software, Inc. common stock on February 15, 2000 as
reported on the New York Stock Exchange Composite Transaction Tape,
multiplied by (b) 100,000,000, representing the aggregate number of shares
of Sterling Software, Inc. common stock outstanding on February 9, 2000 plus
the maximum number of shares expected to be issued pursuant to outstanding
options prior to the date the offer is expected to be consummated.
** One-fiftieth of 1% of the value of the transaction.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Filing Party: Computer Associates
Amount Previously Paid: $954,525 International, Inc.
Form or Registration No.: Form S-4 Date Filed: February 22, 2000
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Tender Offer Statement on Schedule TO relates to the offer (the
"Offer") by Computer Associates International, Inc., a Delaware corporation
("Computer Associates"), through its wholly owned subsidiary, Silversmith
Acquisition Corp., a Delaware corporation ("Silversmith"), to exchange each
issued and outstanding share of common stock, par value $.10 per share (together
with the associated preferred stock purchase rights, the "Sterling Software
Shares"), of Sterling Software, Inc., a Delaware corporation ("Sterling
Software"), for shares of common stock, par value $.10 per share (together with
the associated preferred stock purchase rights, the "Computer Associates
Shares"), of Computer Associates based on the exchange ratio described in the
Prospectus referenced below, along with cash under specified circumstances
described in the Prospectus.
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of
February 14, 2000, among Sterling Software, Computer Associates and Silversmith,
which contemplates a business combination of Sterling Software and Computer
Associates (the "Merger"). Computer Associates has filed a registration
statement with the Securities and Exchange Commission on Form S-4 relating to
the Computer Associates Shares to be issued to stockholders of Sterling Software
in the Offer and the Merger (the "Registration Statement"). The terms and
conditions of the Offer and the Merger are set forth in the prospectus which is
a part of the Registration Statement (the "Prospectus"), and the related Letter
of Transmittal, which are Exhibits (a)(1) and (a)(2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
Computer Associates, is hereby incorporated by reference in answer to Items 2
through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting the
requirements Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) During the last five years, none of Computer Associates, Silversmith or,
to the best of their knowledge, any of the persons listed on Annex A to the
Prospectus (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgement, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
ITEM 12. EXHIBITS.
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(a)(1) Prospectus relating to Computer Associates Shares to be
issued in the Offer and the Merger (incorporated by
reference from Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to Computer Associates'
Registration Statement on Form S-4 filed on February 22,
2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
exhibit 99.3 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
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(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.4 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(a)(6) Form of Letter to Participants in Sterling Software's 401(k)
plan (incorporated by reference to exhibit 99.5 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference to
exhibit 99.6 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(1) Agreement and Plan of Merger dated as of February 14, 2000,
among Sterling Software, Inc., Computer Associates
International, Inc. and Silversmith Acquisition Corp.
(incorporated by reference to exhibit 2.1 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(2) Agreement dated as of February 14, 2000, among Silversmith
Acquisition Corp. and certain stockholders of Sterling
Software, Inc. named therein (incorporated by reference to
exhibit 10.1 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(3) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Sam Wyly
(incorporated by reference to exhibit 10.2 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(4) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Charles J.
Wyly, Jr. (incorporated by reference to exhibit 10.3 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(5) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Sterling L.
Williams (incorporated by reference to exhibit 10.4 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(6) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Geno P. Tolari
(incorporated by reference to exhibit 10.5 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(7) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and F.L. "Mike"
Harvey (incorporated by reference to exhibit 10.6 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(8) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Don J.
McDermett, Jr. (incorporated by reference to exhibit 10.7 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(9) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and B. Carole
Morton (incorporated by reference to exhibit 10.8 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
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(d)(10) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Mark A. Theel
(incorporated by reference to exhibit 10.9 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(11) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and R. Logan Wray
(incorporated by reference to exhibit 10.10 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(12) Amendment to Change in Control Severance Agreement, dated
February 14, 2000, by and among Sterling Software, Computer
Associates and Evan A. Wyly (incorporated by reference to
exhibit 10.11 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(13) Form of Amendment to Change in Control Severance Agreement,
dated as of February 14, 2000, by and among Sterling
Software, Inc., Computer Associates International, Inc. and
certain non-executive officers of Sterling Software, Inc.
(incorporated by reference to exhibit 10.12 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(14) Agreement (SERP Agreement), dated as of February 15, 2000,
by and among Sterling Software, Inc., Computer Associates
International, Inc. and Geno P. Tolari (incorporated by
reference to exhibit 10.13 to Computer Associates'
Registration Statement on Form S-4 filed on February 22,
2000).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: February 22, 2000
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SILVERSMITH ACQUISITION CORP.
By: /s/ STEVEN M. WOGHIN
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Name: Steven M. Woghin
Title: Vice President
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/ STEVEN M. WOGHIN
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Name: Steven M. Woghin
Title: Senior Vice President and General
Counsel
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME
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(a)(1) Prospectus relating to Computer Associates Shares to be
issued in the Offer and the Merger (incorporated by
reference from Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to Computer Associates'
Registration Statement on Form S-4 filed on February 22,
2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
exhibit 99.3 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.4 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(a)(6) Form of Letter to Participants in Sterling Software's 401(k)
plan (incorporated by reference to exhibit 99.5 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference to
exhibit 99.6 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(1) Agreement and Plan of Merger dated as of February 14, 2000,
among Sterling Software, Inc., Computer Associates
International, Inc. and Silversmith Acquisition Corp.
(incorporated by reference to exhibit 2.1 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(2) Agreement dated as of February 14, 2000, among Silversmith
Acquisition Corp. and certain stockholders of Sterling
Software, Inc. named therein (incorporated by reference to
exhibit 10.1 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(3) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Sam Wyly
(incorporated by reference to exhibit 10.2 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(4) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Charles J.
Wyly, Jr. (incorporated by reference to exhibit 10.3 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(5) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Sterling L.
Williams (incorporated by reference to exhibit 10.4 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
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EXHIBIT
NUMBER EXHIBIT NAME
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(d)(6) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Geno P. Tolari
(incorporated by reference to exhibit 10.5 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(7) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and F.L. "Mike"
Harvey (incorporated by reference to exhibit 10.6 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(8) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Don J.
McDermett, Jr. (incorporated by reference to exhibit 10.7 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(9) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and B. Carole
Morton (incorporated by reference to exhibit 10.8 to
Computer Associates' Registration Statement on Form S-4
filed on February 22, 2000).
(d)(10) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and Mark A. Theel
(incorporated by reference to exhibit 10.9 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(11) Amendment to Change in Control Severance Agreement, dated as
of February 14, 2000, by and among Sterling Software, Inc.,
Computer Associates International, Inc. and R. Logan Wray
(incorporated by reference to exhibit 10.10 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(12) Amendment to Change in Control Severance Agreement, dated
February 14, 2000, by and among Sterling Software, Computer
Associates and Evan A. Wyly (incorporated by reference to
exhibit 10.11 to Computer Associates' Registration Statement
on Form S-4 filed on February 22, 2000).
(d)(13) Form of Amendment to Change in Control Severance Agreement,
dated as of February 14, 2000, by and among Sterling
Software, Inc., Computer Associates International, Inc. and
certain non-executive officers of Sterling Software, Inc.
(incorporated by reference to exhibit 10.12 to Computer
Associates' Registration Statement on Form S-4 filed on
February 22, 2000).
(d)(14) Agreement (SERP Agreement), dated as of February 15, 2000,
by and among Sterling Software, Inc., Computer Associates
International, Inc. and Geno P. Tolari (incorporated by
reference to exhibit 10.13 to Computer Associates'
Registration Statement on Form S-4 filed on February 22,
2000).
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