SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(Amendment No. 4)*
Interlink Computer Sciences, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class and Securities)
458747102
(CUSIP Number)
Don J. McDermett, Jr., Esq.
Sterling Software, Inc.
300 Crescent Court
Suite 1200
Dallas, Texas 75201
Telephone: (214) 981-1000
Facsimile: (214) 981-1265
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Richard J. Grossman, Esq.
Skadden, Arps, Slate Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
April 30, 1999
(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: ( )
_________________________
* This represents the final amendment.
This Amendment No. 4 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on
March 30, 1999, as amended and supplemented by Amendment No. 1 filed on
April 7, 1999, Amendment No. 2 filed on April 22, 1999 and Amendment No. 3
filed on April 27, 1999 (the "Schedule 13D") by Sterling Software, Inc., a
Delaware corporation ("Parent"), and Sterling Software (Southwest), Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Purchaser"), relating to the tender offer by Purchaser to purchase all of
the outstanding shares of common stock, par value $.001 per share (the
"Common Stock" and, together with the associated Preferred Share Purchase
Rights, the "Shares"), of Interlink Computer Sciences, Inc., a Delaware
corporation (the "Company"), and subsequent merger (the "Merger") of
Purchaser with and into the Company upon the terms and subject to the
conditions set forth in the Agreement and Plan of Merger, dated as of March
23, 1999, by and among Parent, Purchaser and the Company (the "Merger
Agreement").
In connection with the foregoing, Parent and Purchaser hereby amend
and supplement the Schedule 13D as follows:
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 4 and Items 5(a) - (c) are hereby amended and supplemented by the
addition of the following information:
On April 30, 1999, pursuant to the terms and conditions of the Merger
Agreement, Purchaser was merged with and into the Company such that the
Company became an indirect wholly owned subsidiary of Parent. Each Share
issued and outstanding immediately prior to the effective time of the
Merger (the "Effective Time") (other than the Shares owned by the Company,
Parent or Purchaser or any subsidiary of the Company or Parent, or Shares
held by dissenting stockholders who properly exercise and perfect their
appraisal rights under Section 262 of the General Corporation Law of the
State of Delaware) was, by virtue of the Merger, converted into the right
to receive $7.00 in cash. Each Share held by the Company, Parent or
Purchaser or any subsidiary of the Company or Parent immediately prior to
the Effective Time was, by virtue of the Merger, cancelled and retired and
ceased to exist. Each share of the common stock, par value $.01 per share,
of Purchaser was, by virtue of the Merger, converted into one share of the
common stock of the Company. Accordingly, Parent indirectly owns 1,000
shares of the outstanding common stock of the Company, which is 100% of the
outstanding common stock thereof. In addition, a Form 15 will be filed
with the Securities and Exchange Commission on April 30, 1999 in order to
deregister the common stock of the Company under the Securities Exchange
Act of 1934, as amended, and the Shares will no longer be authorized for
quotation on the NASDAQ National Market after such date.
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: April 30, 1999 STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
--------------------------------
Name: Don J. McDermett, Jr.
Title: Senior Vice President
STERLING SOFTWARE (SOUTHWEST), INC.
By: /s/ Don J. McDermett, Jr.
---------------------------------
Name: Don J. McDermett, Jr.
Title: Vice President
