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)
________________
STERLING SOFTWARE, INC.
(Name of Subject Company)
STERLING SOFTWARE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
859547107
(CUSIP Number of Class of Securities)
________________
DON J. MCDERMETT, JR., ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
STERLING SOFTWARE, INC.
300 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201
(214) 981-1000
________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
BLAINE V. FOGG, ESQ.
RICHARD J. GROSSMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
This Amendment No. 2 ("Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-
9"), initially filed with the Securities and Exchange Commission on
February 22, 2000, and amended on March 14, 2000, by Sterling Software
Inc., a Delaware corporation (the "Company"), relating to the offer by
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates"), through its wholly-owned subsidiary, Silversmith Acquisition
Corp., a Delaware corporation, to exchange each outstanding share of common
stock, par value $.10 per share, including the associated preferred stock
purchase rights, of the Company, for 0.5634 shares of common stock, par
value $.10 per share, of Computer Associates (subject to adjustment as set
forth in the Schedule 14D-9 and this Amendment), upon the terms and subject
to the conditions set forth in the Exchange Offer, dated February 22, 2000
(the "Exchange Offer"), and in the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Exchange Offer, as amended
from time to time, constitute the "Offer"). Unless otherwise defined
herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
On March 15, 2000, Computer Associates and the Company issued a joint
press release stating that the Antitrust Division of the United States
Department of Justice (the "DOJ") has requested additional information and
documents in connection with the DOJ's review of the Exchange Offer under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by addition of the
following exhibit:
Exhibit No. Description
----------- -----------
(e)(41) Text of joint press release issued by Computer
Associates International, Inc. and Sterling Software,
Inc. on March 15, 2000.
SIGNATURE
After due 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.
STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
---------------------------------
Name: Don J. McDermett, Jr.
Title: Senior Vice President,
General Counsel and Secretary
Dated: March 16, 2000
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(e)(41) Text of joint press release issued by Computer
Associates International, Inc. and Sterling Software,
Inc. on March 15, 2000.
EXHIBIT (e)(41)
Contacts: Bob Gordon, public relations Doug Robinson, investor relations
(631) 342-2391 (631) 342-2745
[email protected] [email protected]
JUSTICE DEPARTMENT REQUESTS FURTHER INFORMATION CONCERNING
ACQUISITION OF STERLING SOFTWARE, INC. BY
COMPUTER ASSOCIATES INTERNATIONAL, INC.
ISLANDIA, NY, AND DALLAS, TX, March 15, 2000 -- Computer Associates
International, Inc. (NYSE: CA) and Sterling Software, Inc. (NYSE: SSW)
announced today that the Antitrust Division of the United States Department
of Justice (DOJ) has requested additional information and documents in
connection with the DOJ's review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, of the exchange offer by Silversmith
Acquisition Corp., a wholly-owned subsidiary of Computer Associates
International, Inc., for all outstanding shares of common stock of Sterling
Software, Inc. ("Sterling").
The exchange offer is scheduled to expire at midnight, New York City time,
on Monday, March 20, 2000, unless extended. Computer Associates and
Sterling intend to respond to the request as promptly as possible.
Sterling Software is one of the world's leading software companies,
providing software and services for the application development, business
intelligence, information management, storage management, network
management, Web management, VM systems management, and federal systems
markets. Headquartered in Dallas, Sterling Software has a worldwide
installed base of more than 20,000 customer sites and 3,800 employees in 90
offices worldwide. For more information on Sterling Software, visit the
company's Web site at www.sterling.com.
Computer Associates International, Inc., the world's leading business
software company, delivers the end-to-end infrastructure to enable
eBusiness through innovative technology, services and education. CA has
18,000 employees worldwide and had revenue of $6.3 billion for the year
ended December 31, 1999. For more information, visit www.ca.com.
###
All trademarks, trade names, service marks and logos referenced herein
belong to their respective companies.
----
We urge investors and security holders to read the following regarding the
tender offer, including amendments that may be made to them, because they
contain important information:
- Computer Associates' preliminary prospectus, prospectus supplements,
final prospectus and tender offer material.
- Computer Associates' Registration Statement on Form S-4 and Schedule TO
containing or incorporating by reference such documents and other
information.
- Sterling Software's Solicitation/Recommendation Statement on Schedule
14D-9.
These documents and amendments to these documents have or will be filed
with the United States Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may be obtained
free at the SEC's web site at www.sec.gov. You may also obtain for free
each of these documents (when available) from Computer Associates by
directing your request to Investor Relations at www.ca.com/invest/questions
or by fax at 631-342-6864, or from Sterling Software by directing your
request to [email protected] or by fax at (214) 981-1215.
