2
461843
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14D-9
(Rule 14D-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 2)
___________________
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Subject Company)
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
731108106
(CUSIP Number of Class of Securities)
___________________
Stephen G. Morrison, Secretary
Policy Management Systems Corporation
One Mynd Center
Blythewood, South Carolina 29016
(803) 333-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Morton A. Pierce
Richard D. Pritz
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
/ / Check the box if the filing relates solely to preliminary communications
made before the
commencement of a tender offer.
The Solicitation/Recommendation Statement on Schedule 14D-9 filed by PMSC
with respect to Computer Sciences Corporation's offer to purchase all of the
outstanding shares of common stock, par value $0.01 per share, of PMSC at $16
per share net to the seller in cash is hereby amended and supplemented as
follows:
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
On July 19, 2000, Company B informed the Company that it would not be
submitting a proposal to acquire the Company at this time.
<PAGE>
SIGNATURE
After reasonable 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: July 19, 2000
POLICY MANAGEMENT SYSTEMS CORPORATION
By: s/ G. Larry Wilson
-----------------------------
Name: G. Larry Wilson
Title: Chairman, President and
Chief Executive Officer
