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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934*
THE ASK GROUP, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
001903 10 3
________________________________________________________________________________
(CUSIP Number)
Warren Andersen Storrow Gordon
General Motors Corporation Electronic Data Systems Corporation
3031 West Grand Boulevard 5400 Legacy Drive, H3-3D-05
Detroit, MI 48232 Plano, TX 75024
(313) 974-1528 (214) 605-5500
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 18, 1994
________________________________________________________________________________
(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(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with this statement ( ). (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 21 pages, exhibit index on page 4
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Page 2 of 21 Pages
General Motors Corporation, a Delaware corporation, and its wholly
owned subsidiary, Electronic Data Systems Corporation, a Texas Corporation
("EDS"), hereby amend and supplement their Statement on Schedule 13D as
originally filed on or about October 31, 1990 and as amended through Amendment
No. 2 thereto filed June 24, 1993 (as amended, the "Original Statement"), with
respect to the common stock, par value $.01 per share (the "Common Stock"), of
The ASK Group, Inc., a Delaware corporation (the "Company").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is hereby amended and supplemented as
follows:
On May 18, 1994, EDS executed a Stockholder Option Agreement (the
"Option Agreement") among (i) Speedbird Merge Inc., a Delaware corporation
("Buyer") and a wholly owned subsidiary of Computer Associates International,
Inc., a Delaware corporation ("CA"), and (ii) certain holders of Common Stock
of the Company (the "Stockholders"). Pursuant to the Stockholder Agreement,
EDS and each of the other Stockholders have agreed to tender any shares of
Common Stock presently owned by them and any additional shares of Common Stock
acquired by such Stockholders (whether by purchase or otherwise) after the date
of the Option Agreement ("Stockholder Shares") into the tender offer (the
"Offer") being made by the Buyer for shares of Common Stock pursuant to an
agreement and plan of merger (the "Merger Agreement") dated as of May 18, 1994
among the Buyer, CA and the Company. EDS and each of the other Stockholders
entered into the Option Agreement at the request of the Company in order to
induce Buyer and certain of its affiliates to enter into the Merger Agreement.
EDS has been advised by the Company that CA has commenced a tender offer for
shares of Common Stock at a price of $13.25 per share.
Pursuant to the Option Agreement, EDS and each of the other
Stockholders have also granted to the Buyer an irrevocable option (the
"Option") to purchase all of their Stockholder Shares at a purchase price of
$13.25 per share, subject to adjustment as provided in the Option Agreement.
The Option Agreement contemplates that the Option may be exercised by the Buyer
in whole or in part in the event certain conditions are satisfied, including
the commencement by a person other than the Buyer of a tender or exchange offer
or if another person or group shall have acquired or proposed to acquire more
than 25% of the shares. The Option may be exercised until the 30th business
day after termination of the Merger Agreement in accordance with its terms. In
the event that the Buyer purchases less than all of the Stockholder Shares
pursuant to the Offer, the Buyer has agreed that it shall, within 10 days after
its purchase of shares of Common Stock pursuant to the Offer, exercise the
Option (or any remaining portion thereof) in its entirety.
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Page 3 of 21 Pages
Pursuant to the Option Agreement, EDS and each of the other
Stockholders have also granted the Buyer a proxy to vote their respective
Stockholder Shares (or express consent or dissent or otherwise utilize voting
power) in such manner and upon such matters as the Buyer or its proxy or
substitute shall, in Buyer's sole discretion, deem proper. EDS and each of the
other Stockholders have also agreed that they will not, without the prior
consent of the Buyer, (i) grant any other proxies or enter into any voting
trust or other agreement or arrangement with respect to the voting of their
respective Stockholder Shares or (ii) acquire, sell, assign, transfer, encumber
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect acquisition
or sale, assignment, transfer, encumbrance or other disposition of, any of
shares of Common Stock during the term of the Option Agreement. EDS and each
of the other Stockholders have also agreed not to directly or indirectly
solicit, initiate or encourage any inquiry, proposal or offer from any person
to acquire the business, property, or capital stock of the Company or any
subsidiary thereof or any substantial equity interest in, or substantial amount
of the assets of, the Company or any subsidiary thereof, or to participate in
any discussions or negotiations regarding, or furnish to any other person any
information with respect to, or otherwise cooperate in any way with, or
participate in, facilitate or encourage any effort or attempt by any other
person to do or seek any of the forgoing.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Original Statement is hereby amended and supplemented as
follows:
The information set forth in Item 4 is hereby incorporated by
reference into this Item 6.
The description of the Option Agreement set forth above is a summary
only and is qualified in its entirety by reference to the Option Agreement, a
copy of which is filed as Exhibit 7 hereto and incorporated by reference herein.
In addition, in connection with the Option Agreement, the Company and
EDS have delivered certain waivers and consents under that certain Common Stock
Purchase Agreement dated as of August 31, 1990 among the Company, EDS and
Hewlett Packard Company, a copy of which was filed as an exhibit to the
Original Statement. Copies of such waivers and consents are set forth as
Exhibits 8 and 9 hereto, and the information set forth therein is hereby
incorporated by reference herein.
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Page 4 of 21 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Original Statement is hereby amended and supplemented as
follows:
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
7 Option Agreement, dated as of May 18, 6
1994, by and between the Buyer, EDS
and the other Stockholders of the
Company that are signatories thereto
8 Waiver and Release dated as of May 18, 18
1994, between EDS and the Company
9 Consent dated May 18, 1994 between the 20
Company and EDS
</TABLE>
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Page 5 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: May 23, 1994
GENERAL MOTORS CORPORATION
By: /s/ WARREN ANDERSEN
Warren Andersen
Attorney
ELECTRONIC DATA SYSTEMS
CORPORATION
By: /s/ STORROW M. GORDON
Storrow M. Gordon
Counsel -- Corporate Acquisitions
& Finance
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Page 6 of 21 Pages
EXHIBIT 7
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Page 7 of 21 Pages
STOCKHOLDER OPTION AGREEMENT
AGREEMENT, dated as of May 18, 1994 among Speedbird Merge,
Inc., a Delaware corporation ("Buyer"), and the holders (the "Stockholders") of
the shares of common stock, $0.01 par value (the "Shares") of The ASK Group,
Inc., a Delaware corporation (the "Company"), listed on the signature pages
hereof.
In order to induce Buyer and certain of its affiliates to
enter into an agreement and plan of merger (the "Merger Agreement") with the
Company, Buyer has requested the Stockholders, and the Stockholders have
agreed, to enter into this Agreement.
The parties hereto agree as follows:
ARTICLE I
STOCK OPTION
Section 1.1 Grant of Stock Option. Each of the
Stockholders hereby grants to Buyer an irrevocable option (the "Option") to
purchase all Shares (including the associated Rights, as defined in Section 4.5
of the Merger Agreement) presently owned by them as set forth on the signature
pages hereto and any additional Shares (including such associated Rights)
acquired by such Stockholder (whether by purchase or otherwise) after the date
of this Agreement (such "Stockholder's Shares" and, collectively, the
"Stockholder Shares") at a purchase price of $13.25 per Stockholder Share
(including such associated Rights) (as adjusted pursuant to Section 1.5, the
"Purchase Price").
Section 1.2 Exercise of Option. (a) Subject to the
conditions set forth in Section 1.4 hereof, the Option may be exercised by
Buyer, in whole or in part, at any time or from time to time after the date
hereof and prior to the 30th business day after the termination of the Merger
Agreement in accordance with the terms thereof. In the event Buyer wishes to
exercise the Option for all or some of the Stockholder Shares other than
pursuant to the Offer (as defined in the Merger Agreement), Buyer shall send a
written notice (the "Exercise Notice") to the Stockholders specifying the total
number of Stockholder Shares it wishes to purchase pursuant to such exercise
(and the corresponding number of each such Stockholder's Shares) and the place,
the date (not less than one nor more than 20 business days from the date of the
Exercise Notice), and the time for the closing of such purchase, provided that
such date and time may be earlier than one day after the Exercise Notice if
reasonably practicable. Each closing of a purchase of Stockholder Shares
pursuant to this Section 1.2(a) (a "Closing") shall take place at the place, on
the date and at the time designated by Buyer in its Exercise Notice, provided
that if, at the date of the Closing herein provided for, the conditions set
forth in Section 1.4 shall not have been satisfied (or waived),
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Buyer may postpone the Closing until a date within five business days after
such conditions are satisfied.
(b) Upon receipt of instructions from the Buyer, each
Stockholder shall deliver to the depositary (the "Depositary") designated in
the Offer (i) a letter of transmittal with respect to such Stockholder's Shares
complying with the terms of the Offer together with instructions directing the
Depositary to make payment for such Shares directly to the Stockholder (but if
such Shares are not accepted for payment and are to be returned pursuant to the
Offer, to return such Shares to such Stockholder whereupon they shall continue
to be held by such Stockholder subject to the terms and conditions of this
Agreement), (ii) the Certificates and (iii) all other documents or instruments
required to be delivered pursuant to the terms of the Offer (such documents in
clauses (i) through (iii) collectively being hereinafter referred to as the
"Tender Documents").
(c) Each Stockholder will deliver (x) the Certificates to
the Buyer (in accordance with Buyer's instructions) upon receipt of the notice
provided for in paragraph (a) above or (y) the Tender Documents to the
Depositary upon receipt of the instructions provided for in paragraph (b) above
and will not (without prior written notice to the Buyer) withdraw the tender
effected thereby, in each case in accordance with this Section 1.2. Any
withdrawn Shares shall continue to be held by such Stockholder subject to the
terms and conditions of this Agreement.
(d) Except to the extent otherwise provided in Section
1.2(e) below, Buyer shall not be under any obligation to deliver any Exercise
Notice and may allow the Option to terminate without purchasing any Stockholder
Shares hereunder; provided, however, that once Buyer has delivered to the
Stockholders an Exercise Notice, subject to the terms and conditions of this
Agreement, Buyer shall be bound to effect the purchase as described in such
Exercise Notice.
(e) Buyer agrees that, if Buyer shall have accepted
Shares for payment and purchased Shares pursuant to the Offer, Buyer shall,
within ten business days of such purchase, exercise the Option in its entirety
(or any remaining portion of the Option). This paragraph (e) shall inure to
the benefit of the Company.
Section 1.3 Closing. At the Closing, (a) each
Stockholder shall deliver to Buyer (in accordance with Buyer's instructions) a
certificate or certificates (the "Certificates") representing such
Stockholder's Shares, duly endorsed or accompanied by stock powers duly
executed in blank and (b) Buyer shall deliver to such Stockholder a certified
or bank cashier's check or checks payable to or upon the order of such
Stockholder in an amount equal to (i) the number of such Stockholder's Shares
being purchased at such Closing multiplied by (ii) the Purchase Price (the
"Purchase Amount").
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Page 9 of 21 Pages
Section 1.4 Conditions. The obligation of each
Stockholder to sell Stockholder Shares at any Closing is subject to the
following conditions:
(i) The representations and warranties of Buyer
contained in Article IV shall be true and correct in all material
respects on the date thereof as if made on such date.
(ii) All waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the rules and regulations promulgated thereunder (the "HSR Act")
applicable to such exercise of the Option shall have expired or been
terminated.
(iii) There shall be no preliminary or permanent
injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, nor any statute, rule, regulation
or order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining such exercise of the Option.
(iv) The Buyer shall have commenced the Offer, the
Buyer shall not have materially breached any of its material covenants
and agreements in the Merger Agreement, and the Merger Agreement shall
not have been terminated.
(v) (A) A tender or exchange offer for any Shares
shall have been made or publicly proposed to be made by another
person, (B) it shall have been publicly disclosed (or Buyer shall have
learned) that any person, entity or group (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
shall have acquired or proposed to acquire more than 25% of the
Shares, or shall have granted any option or right, conditional or
otherwise, to acquire more than 25% of the Shares, other than
acquisitions for bona fide arbitrage purposes, or a group shall have
been formed the members of which hold in the aggregate more than 25%
of the Shares, (C) any person other than Buyer or an affiliate of
Buyer has entered into an agreement or an agreement in principle
providing for a merger, consolidation or other business combination
with, or a purchase of all or substantially all the assets of, the
Company or of any subsidiary or division of the Company the business
of which could constitute a "significant subsidiary" as that term is
used in Rule 1.02 of Regulation S-X of the Securities and Exchange
Commission, (D) the Board of Directors of the Company has failed to
make, or has revoked or modified, its unqualified recommendation in
favor of the Offer and the Merger or its approval of the entry by
Buyer into this Agreement, or (E) the Company has committed a material
breach of any provision of the Merger Agreement.
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Page 10 of 21 Pages
Section 1.5 Adjustment Upon Changes in Capitalization or
Merger. (a) In the event of any change in the Company's capital stock by
reason of stock dividends, stock splits, mergers, consolidations,
recapitalizations, combinations, conversions, exchanges of shares,
extraordinary or liquidating dividends, or other changes in the corporate or
capital structure of the Company which would have the effect of diluting or
changing the Buyer's rights hereunder, the number and kind of shares or
securities subject to the Option and the purchase price per Stockholder Share
(but not the total purchase price) shall be appropriately and equitably
adjusted so that the Buyer shall receive upon exercise of the Option the number
and class of shares or other securities or property that the Buyer would have
received in respect of the Stockholder Shares purchasable upon exercise of the
Option if the Option had been exercised immediately prior to such event. Each
Stockholder shall take such steps in connection with such consolidation,
merger, liquidation or other such action as may be necessary to assure that the
provisions hereof shall thereafter apply as nearly as possible to any
securities or property thereafter deliverable upon exercise of the Option.
(b) In the event the consideration per Share to be paid
by Buyer pursuant to the Offer is increased, the Purchase Price shall be
similarly increased and in the event the Closing hereunder shall have occurred,
Buyer shall promptly pay to each Stockholder the product of the amount of such
increase in the Purchase Price multiplied by the number of such Stockholder's
Shares as to which the Option has been exercised.
ARTICLE II
GRANT OF PROXY
Each Stockholder hereby revokes any and all previous proxies
granted with respect to such Stockholder's Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express consent or dissent, or
otherwise to utilize such voting power in such manner and upon such matters as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to such Stockholder's Shares. The proxy granted by each
Stockholder pursuant to this Article II is irrevocable and is granted in
consideration of Buyer's entering into this Agreement and the Merger Agreement;
provided, however, that such proxy shall be revoked upon termination of this
Agreement in accordance with its terms.
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Page 11 of 21 Pages
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each of the Stockholders severally represents and warrants to
the Buyer that:
Section 3.1 Valid Title. Such Stockholder is the sole,
true, lawful and beneficial owner of such Stockholder's Shares with no
restrictions on such Stockholder's voting rights or rights of disposition
pertaining thereto. At any Closing, such Stockholder will convey good and
valid title to such Stockholder's Shares being purchased free and clear of any
and all claims, liens, charges, encumbrances and security interests. None of
such Stockholder's Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
Section 3.2 Non-Contravention. The execution, delivery
and performance by such Stockholder of this Agreement and the consummation of
the transactions contemplated hereby (i) are within such Stockholder's powers,
have been duly authorized by all necessary action (including any consultation,
approval or other action by or with any other person), (ii) require no action
by or in respect of, or filing with, any governmental body, agency, official or
authority (except as required under the HSR Act), and (iii) do not and will not
contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of such
Stockholder or to a loss of any benefit of such Stockholder under, any
provision of applicable law or regulation or of any agreement, judgment,
injunction, order, decree, or other instrument binding on such Stockholder or
result in the imposition of any lien on any asset of such Stockholder.
Section 3.3 Binding Effect. This Agreement has been duly
executed and delivered by such Stockholder and is the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally. If this Agreement is being executed in a representative or
fiduciary capacity, the person signing this Agreement has full power and
authority to enter into and perform such Agreement.
Section 3.4 Total Shares. Except as disclosed under
Section 4.5 of the Company Disclosure Letter that accompanies the Merger
Agreement, the number of Shares set forth on the signature pages hereto are the
only Shares beneficially owned by such Stockholder and, except as set forth on
such signature pages, the beneficial owner or owners of such Stockholder's
Shares own no options to purchase or rights to subscribe for or otherwise
acquire any securities of the Company and has or have no other interest in or
voting rights with respect to any securities of the Company.
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Section 3.5 Finder's Fees. No investment banker, broker
or finder is entitled to a commission or fee from Buyer or the Company in
respect of this Agreement based upon any arrangement or agreement made by or on
behalf of such Stockholder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer represents and warrants to each of the Stockholders:
Section 4.1 Corporate Power and Authority. Buyer has all
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by the board of directors of
Buyer and no other corporate action on the part of Buyer is necessary to
authorize the execution, delivery or performance by Buyer of this Agreement and
the consummation by Buyer of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding agreement of Buyer, enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
Section 4.2 Acquisition for Buyer's Account. Any
Stockholder Shares to be acquired upon exercise of the Option will be acquired
by Buyer for its own account and not with a view to the public distribution
thereof and will not be transferred except in compliance with the Securities
Act of 1933.
ARTICLE V
COVENANTS OF THE STOCKHOLDERS
Each of the Stockholders hereby covenants and agrees that:
Section 5.1 No Proxies for or Encumbrances on Stockholder
Shares. Except pursuant to the terms of this Agreement, such Stockholder shall
not, without the prior written consent of Buyer, directly or indirectly, (i)
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any Shares or (ii) acquire, sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect acquisition or sale, assignment, transfer, encumbrance or other
disposition of, any Shares during the term of this Agreement. Such Stockholder
shall not seek or solicit any such
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acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or assignment or understanding
and agrees to notify Buyer promptly and to provide all details requested by
Buyer if such Stockholder shall be approached or solicited, directly or
indirectly, by any person with respect to any of the foregoing.
Section 5.2 No Shopping. Such Stockholder shall not
directly or indirectly (i) solicit, initiate or encourage (or authorize any
person to solicit, initiate or encourage) any inquiry, proposal or offer from
any person to acquire the business, property or capital stock of the Company or
any direct or indirect subsidiary thereof, or any acquisition of a substantial
equity interest in, or a substantial amount of the assets of, the Company or
any direct or indirect subsidiary thereof, whether by merger, purchase of
assets, tender offer or other transaction or (ii) subject to the fiduciary duty
of such Stockholder as a director of the Company under applicable law (if such
Stockholder is such a director), participate in any discussion or negotiations
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way with, or participate in, facilitate or encourage
any effort or attempt by any other person to do or seek any of the foregoing.
Such Stockholder shall promptly advise Buyer of the terms of any communications
it may receive relating to any of the foregoing.
Section 5.3 Conduct of Stockholders. Such Stockholder
will not (i) take, agree or commit to take any action that would make any
representation and warranty of such Stockholder hereunder inaccurate in any
respect as of any time prior to the termination of this Agreement or (ii) omit,
or agree or commit to omit, to take any action necessary to prevent any such
representation or warranty from being inaccurate in any respect at any such
time.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.
Section 6.2 Further Assurances. In the event the Buyer
exercises the Option, the Buyer and the Stockholders will each execute and
deliver or cause to be executed and delivered all further documents and
instruments and use its best efforts to secure such consents and take all such
further action as may be reasonably necessary in order to consummate the
transactions contemplated hereby or to enable the Buyer and any assignee to
exercise and enjoy all benefits and rights of the Stockholders with respect to
the Option and the Stockholder Shares.
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Section 6.3 Additional Agreements. Subject to the terms
and conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or
bound, to consummate and make effective the transactions contemplated by this
Agreement.
Section 6.4 Specific Performance. The parties hereto
agree that the Buyer may be irreparably damaged if for any reason any
Stockholder failed to sell such Stockholder's Shares (or other securities
deliverable pursuant to Section 1.5) upon exercise of the Option or to perform
any of its other obligations under this Agreement, and that the Buyer would not
have an adequate remedy at law for money damages in such event. Accordingly,
the Buyer shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by each
Stockholder. This provision is without prejudice to any other rights that the
Buyer may have against any Stockholder for any failure to perform its
obligations under this Agreement.
Section 6.5 Notices. All notices, requests, claims,
demands and other communications hereunder shall be deemed to have been duly
given when delivered in person, by telecopy, or by registered or certified mail
(postage prepaid, return receipt requested) to such party at its address set
forth on the signature page hereto.
Section 6.6 Survival of Representations and Warranties.
All representations and warranties contained in this Agreement shall survive
delivery of and payment for the Stockholder Shares.
Section 6.7 Amendments; Termination. This Agreement may
not be modified, amended, altered or supplemented, except upon the execution
and delivery of a written agreement executed by the parties hereto. This
Agreement may be terminated by any of the parties hereto upon written notice to
the other parties hereto on or after the 30th business day after the
termination of the Merger Agreement in accordance with its terms.
Section 6.8 Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, provided that Buyer may
assign its rights and obligations to any affiliate of Buyer and provided,
further, that no Stockholder may assign, delegate or otherwise transfer any of
its rights or obligations under this Agreement without the consent of the
Buyer.
Section 6.9 Governing Law. This Agreement shall be
construed in accordance with and governed by the law of (NEW YORK) without
giving effect to the principles of conflicts of laws thereof.
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Section 6.10 Counterparts; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when each
party hereto shall have received counterparts hereof signed by all of the other
parties hereto.
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IN WITNESS WHEREOF, the parties have cause this Agreement to
be duly executed as of the day and year first above written.
SPEEDBIRD MERGE, INC.
By:
One Computer Associates Plaza
Islandia, NY 11788-7000
Class of Stock Shares Owned ELECTRONIC DATA SYSTEMS
- -------------- ------------ CORPORATION
common 4,008,535
By:
7171 Forest Lane
Dallas, TX 75230
Class of Stock Shares Owned HEWLETT-PACKARD COMPANY
- -------------- ------------
common 2,004,268
By:
3000 Hanover Street
Palo Alto, CA 94304
Class of Stock Shares Owned THOMAS I. UNTERBERG
- -------------- ------------
common
By:
c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
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Page 17 of 21 Pages
Class of Stock Shares Owned ROBERT H. WATERMAN, JR.
- -------------- ------------
common 6,000
------------------------------------
c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
Class of Stock Shares Owned PAUL C. ELY, JR.
- -------------- ------------
common 5,000
------------------------------------
c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
Class of Stock Shares Owned ERIC CARLSON
- -------------- ------------
common 10,000
------------------------------------
c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
<PAGE> 1
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EXHIBIT 8
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Page 19 of 21 Pages
The ASK Group, Inc.
2880 Scott Boulevard
P.O. Box 58013
Santa Clara, CA 95052-8013
May 18, 1994
Electronic Data Systems Corporation
7171 Forest Lane
Dallas, Texas 75230
Attn: President, Manufacturing and
Distribution Division
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
transactions contemplated by the Stockholder Option Agreement, dated as of May
18, 1994, among Speedbird Merge, Inc. ("Merger Sub") and certain holders of the
shares of Common Stock of The ASK Group, Inc. (the "Company"), including
Electronic Data Systems Corporation ("EDS"). Reference is also made to that
certain Agreement and Plan of Merger, dated as of May 18, 1994 (the "Merger
Agreement"), among Computer Associates International, Inc. ("CA"), Merger Sub
and the Company.
As an inducement to CA and Merger Sub to enter into the Merger
Agreement, you agree that, effective upon the execution and delivery of the
Stockholder Option Agreement and the Merger Agreement and for as long as the
Merger Agreement has not been terminated in accordance with its terms, all
rights that you have under Section 7.8 of the Common Stock Purchase Agreement,
dated as of August 31, 1990 (the "Purchase Agreement") among the Company, EDS
and Hewlett-Packard Company, whether presently existing or arising as a result
of the transactions contemplated by the Merger Agreement, are hereby waived and
released.
Very truly yours,
The ASK Group, Inc.
By:
Title: Vice President
AGREED as of May 18, 1994:
ELECTRONIC DATA SYSTEMS CORPORATION
By:
Vice President
<PAGE> 1
Page 20 of 21 Pages
EXHIBIT 9
<PAGE> 2
Page 21 of 21 Pages
The Ask Group, Inc.
2880 Scott Boulevard
P.O. Box 58013
Santa Clara, California 95052-8013
May 18, 1994
Electronic Data Systems Corporation
7171 Forest Lane
Dallas, Texas 75230
Attn: President, Manufacturing and
Distribution Division
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
transactions contemplated by the Stockholder Option Agreement, dated as of May
18, 1994, among Speedbird Merge, Inc. ("Merger Sub") and certain holders of the
shares of Common Stock of The ASK Group, Inc. (the "Company"), including
Electronic Data Systems Corporation ("EDS"). Reference is made to that certain
Agreement and Plan of Merger, dated as of May 18, 1994 (the "Merger
Agreement"), among Computer Associates International, Inc., Merger Sub and the
Company. This letter shall serve as the Company's consent to the execution and
delivery by EDS of the Stockholder Option Agreement as well as consent to the
performance by EDS of the Stockholder Option Agreement in accordance with its
terms, notwithstanding any prohibition thereof contained in, or conflict with,
the Common Stock Purchase Agreement, dated as of August 31, 1990 (the "Purchase
Agreement") among the Company, EDS and Hewlett-Packard Company, including
without limitation, any conflict with the provisions of Sections 7.2, 7.3, 7.5,
7.6 and 8.2 thereof. In addition, you acknowledge the Company's performance of
its obligations under the Purchase Agreement, including without limitation,
under Section 6.2 thereof.
ACKNOWLEDGED AND ACCEPTED Very truly yours,
ELECTRONIC DATA SYSTEMS CORPORATION THE ASK GROUP, INC.
By: By:
Title: Vice President Title: Vice President
cc: General Counsel,
Electronic Data Systems Corporation
