STERLING SOFTWARE INC
SC 14D1/A, 1999-04-08
PREPACKAGED SOFTWARE
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
  
                               SCHEDULE 14D-1
                              AMENDMENT NO. 1
                           TENDER OFFER STATEMENT
                        PURSUANT TO SECTION 14(d)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
  
                                    AND
  
                                STATEMENT ON
                                SCHEDULE 13D
                              AMENDMENT NO. 1
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  
                     Interlink Computer Sciences, Inc.
                         (Name of Subject Company)
  
                    Sterling Software (Southwest), Inc.
                          Sterling Software, Inc.
                                 (Bidders)
  
                       Common Stock, $.001 par value
                       (Title of Class of Securities)
  
                                 458747102
                   (CUSIP Number of Class of Securities)
  
                        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 on Behalf of Bidders)
  
                                  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
  
  
  
           Sterling Software, Inc., a Delaware corporation ("Parent"), and
 Sterling Software (Southwest), Inc., a Delaware corporation and an indirect
 wholly owned subsidiary of  Parent ("Purchaser"), hereby amend and
 supplement (i) their Tender Offer Statement on Schedule 14D-1("Schedule
 14D-1"), filed with the Securities and Exchange Commission (the
 "Commission") on March 30, 1999, with respect to Purchaser's offer to
 purchase all of the outstanding shares of common stock, par value $.001 per
 share (including the associated Preferred Share Purchase Rights, the
 "Shares"), of Interlink Computer Sciences, Inc., a Delaware corporation
 (the "Company"), at a purchase price of $7.00 per Share, net to the seller
 in cash, without interest thereon, upon the terms and subject to the
 conditions set forth in the Offer to Purchase dated March 30, 1999 and (ii)
 their Statement on Schedule 13D filed with the Commission on March 30,
 1999. 
  
           Unless otherwise indicated herein, each capitalized term used but
 not defined herein shall have the meaning ascribed to such term in Schedule
 14D-1 or in the Offer to Purchase referred to therein. 
  
 ITEM 10.  ADDITIONAL INFORMATION. 
  
           The information set forth in Item 10(c) of the Schedule 14D-1 is
 hereby amended and supplemented by the following information: 
  
           In response to a discussion with the staff of the Antitrust
 Division of the Department of Justice, Parent has refiled its Notification
 Report Form under the HSR Act and accordingly the waiting period under the
 HSR Act will expire at 11:59 p.m., New York City time, on April 22, 1999,
 unless early termination is granted or Parent receives a request for
 additional information. 


  
                                 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 7 , 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 
  
  



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