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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
STERLING SOFTWARE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
859547101
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(CUSIP Number)
STEVEN M. WOGHIN, ESQ.
SILVERSMITH ACQUISITION CORP.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749
TELEPHONE: (631) 342-5224
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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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March 31, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on the following pages)
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CUSIP No. 859547101 13D Page 1 of 1 pages
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1 Name of Reporting Persons: Silversmith Acquisition Corp.
I.R.S. Identification Nos. of Above Person:
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2 Check the Appropriate Box if a Member of a Group (See Instructions).
[ ] (a)
[ ] (b)
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3 SEC Use Only
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4 Source of Funds. AF, WC
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5 [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e).
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6 Citizenship or Place of Organization.
Delaware
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Number of 7 sole voting power 75,906,290*
Shares
beneficially ----------------------------------------------------------------
owned by each 8 shared voting power
reporting
person with ----------------------------------------------------------------
9 sole dispositive power 75,906,290*
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10 shared dispositive power
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11) Aggregate amount beneficially owned by each reporting person 75,906,290*
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12) [ ] Check if the Aggregate Amount in Row (11) Excludes Certain Shares.
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13) Percent of Class Represented by Amount in Row (11). Approximately
91.4% based on the outstanding shares as of March 31, 2000*
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14) Type of Reporting Person (See Instructions).
CO
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CUSIP No. 859547101 13D Page 1 of 1 pages
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1 Name of Reporting Persons: Computer Associates International, Inc.
I.R.S. Identification Nos. of Above Person: 13-2857434
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2 Check the Appropriate Box if a Member of a Group (See Instructions).
[ ] (a)
[ ] (b)
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3 SEC Use Only
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4 Source of Funds. WC
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5 [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e).
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6 Citizenship or Place of Organization.
Delaware
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Number of 7 sole voting power 75,906,290*
Shares
beneficially ----------------------------------------------------------------
owned by each 8 shared voting power
reporting
person with ----------------------------------------------------------------
9 sole dispositive power 75,906,290*
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10 shared dispositive power
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11 Aggregate amount beneficially owned by each reporting person 75,906,290*
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12 [ ] Check if the Aggregate Amount in Row (11) Excludes Certain Shares.
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13 Percent of Class Represented by Amount in Row (11).
Approximately 91.4% based on the outstanding shares as of March 31, 2000*
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14 Type of Reporting Person (See Instructions).
CO
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* On February 14, 2000, Computer Associates International, Inc. ("Computer
Associates"), Silversmith Acquisition Corp., ("Silversmith"), a wholly owned
subsidiary of Computer Associates, and Sterling Software, Inc. ("Sterling
Software") entered into an Agreement and Plan of Merger, dated as of February
14, 2000 (the "Merger Agreement") which contemplates a business combination
of Sterling Software and Computer Associates (the "Merger"). Computer
Associates and Silversmith filed a Tender Offer Statement on Schedule TO on
February 22, 2000 (as amended, the "Schedule TO"), and commenced an offer
(the "Offer") by Computer Associates through Silversmith to exchange each
issued and outstanding share of common stock (together with the associated
preferred stock purchase rights), of Sterling Software, for .5634 shares of
common stock, par value $.10 per share of Computer Associates along with cash
under specified circumstances. On February 22, 2000, Computer Associates
filed a registration statement with the Securities and Exchange Commission
(the "SEC") on Form S-4, which was amended on March 13, 2000, and declared
effective under the Securities Act of 1933 by the SEC on March 14, 2000,
relating to the Computer Associates Shares to be issued to stockholders of
Sterling Software in the Offer and the Merger (as so amended, 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") in "The Offer" and "The Merger Agreement and the
Tender Agreement" sections of the Prospectus. On March 31, 2000, at midnight,
New York City time the Offer expired. All Sterling Software shares validly
tendered (and not properly withdrawn) prior to the expiration of the Offer
have been accepted for exchange and will be exchanged for Computer Associates
Shares and cash in lieu of fractional share interests. Approximately
75,906,290 shares of Sterling Software were tendered (including through
notices of guaranteed delivery) in the Offer prior to the expiration. Such
tendered shares are reflected in Rows 7 and 9 of each of the tables above.
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ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.10 per share, of Sterling Software Inc., a
Delaware corporation, including associated preferred stock purchase rights. The
address of the principal executive offices of Sterling Software is 300 Crescent
Court, Dallas Texas, 75201.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Statement on Schedule 13D is filed by Silversmith
Acquisition Corp. ("Silversmith"), a Delaware corporation, and Computer
Associates International, Inc. ("Computer Associates"), a Delaware corporation.
Silversmith is a wholly-owned subsidiary of Computer Associates. Information
concerning the principal business and the addresses of the principal offices of
Silversmith and Computer Associates is set forth in "The Companies--Computer
Associates International, Inc." and "The Companies--Silversmith Acquisition
Corp." sections of the Prospectus, and is incorporated herein by reference. The
names, business addresses, present principal occupations or employments,
material occupations, positions and offices or employment during the last five
years of the directors and executive officers of Silversmith and Computer
Associates are set forth in Annex A to the Prospectus and are incorporated
herein by reference.
(d) and (e) None of Silversmith, Computer Associates or, to the best
knowledge of such corporations, any of the persons listed on Annex A to the
Prospectus, has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, Federal or state securities laws or finding any violation of such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "The Offer--Source and Amounts of Funds"
section of the Prospectus is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(f) and (h)-(j) The information set forth in (i) "The
Offer--Purpose of the Offer; The Merger; Appraisal Rights,"(ii) "The
Offer--Certain Effects of Offer," and (iii) "The Merger Agreement and the Tender
Agreement--The Merger Agreement," and sections of the Prospectus is incorporated
herein by reference.
(g) The information set forth in "Comparison of Rights of Holders of
Computer Associates Shares and Sterling Software Shares" section of the
Prospectus is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(d) The information set forth in (i) the "Background of the Offer"
and "The Offer--Relationships with Sterling Software" sections of the
Prospectus, and (ii) Section 4.2(l) ("Representations and Warranties of Parent
and Merger Subsidiary--Share Ownership") of the Merger Agreement is incorporated
herein by reference.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in (i) the "Background of the Offer" and "The
Offer--Relationships with Sterling Software" sections of the Prospectus, (ii)
the Merger Agreement (iii) Agreement dated as of February 14, 2000, between
Silversmith Acquisition Corp. and certain stockholders of Sterling Software,
(iv) Amendment to Sam Wyly's Change in Control Severance Agreement (v) Amendment
to Charles J. Wyly, Jr.'s Change in Control Severance Agreement , (vi) Amendment
to Sterling L. Williams' Change in Control Severance Agreement, (vii) Amendment
to Geno P. Tolaro's Change in Control Severance Agreement, (viii) Amendment to
F.L. "Mike" Harvey's Change in Control Severance Agreement, (ix) Amendment to
Don J. McDermett, Jr.'s Change in Control Severance Agreement, (x) Amendment to
B. Carole Morton's Change in Control Severance Agreement, (xi) Amendment to Mark
A. Theel's Change in Control Severance Agreement, (xii) Amendment to R. Logan
Wray's Change in Control Severance Agreement, (xiv) Amendment to Evan A. Wyly's
Change in Control Severance Agreement and (xv) Geno P. Tolari's SERP
Agreement is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Filing Agreement dated April 12, 2000, between Computer
Associates and Sterling Software.
(2) Agreement and Plan of Merger dated as of February 14, 2000, among
Computer Associates, Silversmith Acquisition Corp. and Sterling
Software.*
(3) Agreement, dated as of February 14, 2000, between Computer Associates
and certain stockholders of Sterling Software.*
(4) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Sam Wyly.*
(5) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Charles J. Wyly, Jr.*
(6) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Sterling L. Williams.*
(7) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Geno P. Tolari.*
(8) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and F.L. "Mike Harvey." *
(9) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Don J. McDermett, Jr.*
(10) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and B. Carole Morton.*
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(11) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Mark A. Theel.*
(12) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and R. Logan Wray.*
(13) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Evan A. Wyly.*
(14) Agreement (SERP Agreement), dated as of February 15, 2000, by and among
Sterling Software, Computer Associates and Geno P. Tolari.*
* Each exhibit set forth above is hereby incorporated by reference from the
exhibits attached to the registration statement filed on Form S-4 on February
22, 2000, as amended on March 13, 2000, with the Securities and Exchange
Commission by Computer Associates and Silversmith.
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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 12, 2000
SILVERSMITH ACQUISITION CORP.
By: /s/ Steven M. Woghin
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Name: Steven M. Woghin
Title: Vice President and Treasurer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By /s/ Steven M. Woghin
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Name: Steven M. Woghin, Esq.
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
(1) Joint Filing Agreement dated April 12, 2000, between Computer
Associates and Sterling Software.
(2) Agreement and Plan of Merger dated as of February 14, 2000, among
Computer Associates, Silversmith Acquisition Corp. and Sterling
Software.*
(3) Agreement, dated as of February 14, 2000, between Computer Associates
and certain stockholders of Sterling Software.*
(4) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Sam Wyly.*
(5) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Charles J. Wyly, Jr.*
(6) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Sterling L. Williams.*
(7) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Geno P. Tolari.*
(8) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and F.L. "Mike Harvey." *
(9) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Don J. McDermett, Jr.*
(10) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and B. Carole Morton.*
(11) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Mark A. Theel.*
(12) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and R. Logan Wray.*
(13) Amendment to Change in Control Severance Agreement, dated as of
February 14, 2000, by and among Sterling Software, Computer Associates
and Evan A. Wyly.*
(14) Agreement (SERP Agreement), dated as of February 15, 2000, by and among
Sterling Software, Computer Associates and Geno P. Tolari.*
* Each exhibit set forth above is hereby incorporated by reference from the
exhibits attached to the registration statement filed on Form S-4 on February
22, 2000, as amended on March 13, 2000, with the Securities and Exchange
Commission by Computer Associates and Silversmith.
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Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Dated: April 12, 2000
SILVERSMITH ACQUISITION CORP.
By: /s/ Steven M. Woghin
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Name: Steven M. Woghin
Title: Vice President and Treasurer
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By /s/ Steven M. Woghin
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Name: Steven M. Woghin, Esq.
Title: Senior Vice President and
General Counsel
