SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
CHEYENNE SOFTWARE, INC.
(Name of Subject Company)
CHEYENNE SOFTWARE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
16688810
(CUSIP Number of Class of Securities)
MICHAEL B. ADLER
VICE PRESIDENT AND
GENERAL COUNSEL
CHEYENNE SOFTWARE, INC.
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NEW YORK 11577
(516) 465-4000
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
COPY TO:
BARRY A. BRYER
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6150
(212) 403-1000
<PAGE>
This Amendment No. 4 to Schedule 14D-9 Solicitation/
Recommendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recommendation Statement (as amended or
supplemented from time to time, the "Schedule 14D-9") filed
with the Securities and Exchange Commission (the "Commission")
on October 11, 1996 by Cheyenne Software, Inc. (the "Company").
This Schedule 14D-9 relates to the tender offer described in
the Tender Offer Statement on Schedule 14D-1 dated October 11,
1996 (as amended or supplemented from time to time, the
"Schedule 14D-1"), filed by Tse-tsehese-staestse, Inc., a Dela-
ware corporation (the "Purchaser"), which is a wholly owned
subsidiary of Computer Associates International, Inc., a Dela-
ware corporation ("CA"), with the Commission relating to an
offer (the "Offer") by the Purchaser to purchase all the issued
and outstanding shares of common stock of the Company
("Shares") at a price of $30.50 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase
dated October 11, 1996, as amended or supplemented, and the
related Letter of Transmittal. All capitalized terms not
defined herein have the meaning assigned to them in the
Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the Board of Directors.
Attached as Exhibit 14 to the Schedule 14D-9 is the further
revised fairness opinion dated as of October 7, 1996 from
Lazard Freres & Co. LLC ("Lazard") to the Board of Directors of
the Company to the effect that the consideration to be received
by the Company's stockholders in the Offer and in the Merger is
fair to the stockholders from a financial point of view. The
revised opinion replaces the opinion previously filed as
Exhibit 13 and originally filed as Exhibit 3 to the Schedule
14D-9 and is identical to such opinion except that the
following sentences replaces in their entirety the first
sentence of the second to last paragraph of the prior
opinions:
Our engagement and the opinion expressed herein
are for the benefit of the Company's Board of
Directors in connection with its consideration
of the transactions contemplated hereby. This
opinion is not intended to and does not
constitute a recommendation to any holder of
Shares as to whether such holder should tender
Shares pursuant to the Offer or vote to approve
any Merger.
Stockholders are urged to read such opinion in its entirety.
Lazard has consented to the Company's inclusion of its opinion
in the Schedule 14D-9.<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
1 Merger Agreement*
2 Rights Agreement Amendment*
3 Opinion of Lazard Freres, dated October 7, 1996
(Attached as Annex B to Schedule 14D-9 mailed to
stockholders)*
4 Press Release of the Company and CA, issued
October 7, 1996*
5 Confidentiality Agreement dated October 1, 1996
between CA and the Company*
6 Article Nine of the Restated Certificate of
Incorporation of the Company*
7 Section Seven of the Restated By-Laws of the Company*
8 Letter dated October 11, 1996 from ReiJane Huai to
the stockholders of the Company (Included with
Schedule 14D-9 mailed to stockholders)*
9 Amended Class Action Complaint in Lia Moskowitz v.
ReiJane Huai, et. al. and in Miles Tepper v. ReiJane
Huai et. al. filed in the Court of Chancery of the
State of Delaware*
10 Press Release of the Company, issued October 22,
1996*
11 Press Release of the Company and CA, issued October
25, 1996*
12 Press Release of the Company and CA, issued November
4, 1996*
13 Revised Opinion of Lazard Freres, dated as of
October 7, 1996*
14 Further Revised Opinion of Lazard Freres, dated as of
October 7, 1996
* Previously filed.
-2-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
November 5, 1996
CHEYENNE SOFTWARE, INC.
By /s/ Elliott Levine
Name: Elliot Levine
Title: Executive Vice
President,
Senior Financial
Officer
and Treasurer
-3-
EXHIBIT 14
[LETTERHEAD OF LAZARD FRERES & CO. LLC]
As of October 7, 1996
Cheyenne Software, Inc.
The Board of Directors
3 Expressway Plaza
Roslyn Heights, NY 11577
Dear Members of the Board:
We understand that Cheyenne Software, Inc. (the
"Company"), Computer Associates International, Inc. (the
"Acquiror") and a wholly-owned subsidiary of Acquiror (the
"Merger Subsidiary") have entered into an agreement dated
October 7, 1996 (the "Agreement") pursuant to which Merger
Subsidiary will make a tender offer (the "Offer") for any and
all shares of the Company's common stock, par value $0.01 per
share (the "Shares"), at $30.50 per Share in cash. The
Agreement also provides that, following consummation of the
Offer, Merger Subsidiary will be merged with and into the
Company in a transaction (the "Merger") in which each remaining
Share will be converted into the right to receive $30.50 in
cash.
You have requested our opinion as to the fairness, from a
financial point of view, of the proposed cash consideration to
be received by the holders of the Shares (other than Acquiror
and its affiliates) in the Offer and the Merger. In connection
with this opinion, we have:
(i) reviewed the financial terms and conditions of the
Agreement;
(ii) analyzed certain historical business and financial
information relating to the Company;
(iii) reviewed certain financial forecasts and other
data provided to us by the Company relating to
its business;
(iv) conducted discussions with members of the senior
management of the Company with respect to its
business and prospects;<PAGE>
(v) reviewed public information with respect to certain
other companies in lines of businesses we believe to
be generally comparable to the business of the
Company;
(vi) reviewed the financial terms of certain business
combinations involving companies in lines of business
we believe to be generally comparable to the business
of the Company;
(vii) reviewed the historical stock prices and trading
volumes of the Shares; and
(viii) conducted such other financial studies, analyses
and investigations as we deemed appropriate.
We have relied upon the accuracy and completeness of the
foregoing financial and other information, and have not assumed
any responsibility for any independent verification of such
information or any independent valuation or appraisal of any of
the assets or liabilities of the Company. With respect to the
financial forecasts referred to above, we have assumed that
they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of management of
the Company as to the future financial performance of the
Company. We assume no responsibility for and express no view
as to such forecasts or the assumptions on which they are
based.
Further, our opinion is necessarily based on economic,
monetary, market and other conditions as in effect on, and the
information made available to us as of, the date hereof.
In rendering our opinion, we have assumed that the Offer
and the Merger will be consummated on the terms described in
the Agreement that we reviewed, without any waiver of any
material terms or conditions by the Company. We were not
requested to, and did not, solicit third party indications of
interest in acquiring the Company.
Lazard Freres & Co. LLC is acting as financial advisor to
the Company in connection with the Offer and the Merger and
will receive a fee for our services, a substantial portion of
which is contingent upon the consummation of the Offer.
Our engagement and the opinion expressed herein are for
the benefit of the Company's Board of Directors in connection
with its consideration of the transactions contemplated hereby.
This opinion is not intended to and does not constitute a
recommendation to any holder of Shares as to whether such
holder should tender Shares pursuant to the Offer or vote to
approve any Merger. It is understood that this letter may not
be disclosed or otherwise referred to without our prior<PAGE>
consent, except as may otherwise be required by law or by a
court of competent jurisdiction.
Based on and subject to the foregoing, we are of the
opinion that the proposed cash consideration to be paid to the
holders of the Shares (other than Acquiror and its affiliates)
pursuant to the Offer and the Merger is fair to such
shareholders from a financial point of view.
Very truly yours,
LAZARD FRERES & CO. LLC
By /s/ Gerald Rosenfeld
Managing Director
