SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 2
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, as amended
("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 (the
"Offer") and (ii) their Statement on Schedule 13D, as amended, 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:
On April 22, 1999, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and incorporated herein by
reference, announcing that Parent has received early termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the Offer.
Item 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release issued by Parent on April 22, 1999
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 22, 1999 STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett
----------------------------
Name: Don J. McDermett, Jr.
Title: Senior Vice President
STERLING SOFTWARE (SOUTHWEST), INC.
By: /s/ Don J. McDermett
----------------------------
Name: Don J. McDermett, Jr.
Title: Vice President
EXHIBIT INDEX
Exhibit
- -------
(a)(10) Text of Press Release issued by Parent on April 22, 1999
STERLING SOFTWARE
NEWS RELEASE
STERLING SOFTWARE ANNOUNCES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD IN TENDER OFFER
FOR INTERLINK COMPUTER SCIENCES
Dallas, TX, April 22, 1999 - Sterling Software, Inc. (SSW-NYSE)
announced today that it has been advised that the waiting period under the
Hart-Scott-Rodino Act applicable to the $7.00 per share cash tender offer
for all outstanding shares of Interlink Computer Sciences, Inc.
(INLK-NASDAQ) by Sterling Software (Southwest), Inc., a Sterling Software
subsidiary, was terminated earlier today. Accordingly, the condition to the
tender offer relating to the expiration or termination of the waiting
period under the Hart-Scott-Rodino Act has been satisfied. The offer
continues to be subject to certain other conditions, including the valid
tender of that number of Interlink shares which, together with Interlink
shares beneficially owned by Sterling Software, represents a majority of
Interlink's outstanding shares on a fully diluted basis.
The tender offer and related withdrawal rights are currently
scheduled to expire at midnight, New York City time, on Monday, April 26,
1999. Georgeson & Company Inc. is acting as the Information Agent for the
tender offer.
Sterling Software is a leading provider of software and services
for the application development, information management, systems management
and federal systems markets. The company is ranked among Business Week's
1998 "Info Tech 100" as one of the world's best performing information
technology companies. Headquartered in Dallas, Sterling Software has a
worldwide installed base of more than 20,000 customer sites and 3,600
employees in 90 offices worldwide. For more information on Sterling
Software, visit the company's Web site at www.sterling.com.
Contact:
Julie Kupp
Sterling Software, Inc.
(214) 981-1000
[email protected]
