SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 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. 5 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 8. Additional Information to be Furnished.
On November 7, 1996, the Company and CA issued a press release
announcing that the Delaware Chancery Court denied a motion to
preliminarily enjoin consummation of the Offer and stating that
the Offer is scheduled to expire at 12:00 midnight, New York
City time, on Friday, November 8, 1996. A copy of the press
release issued by the Company and CA is attached hereto as
Exhibit 15 and incorporated herein by reference; the foregoing
description is qualified in its entirety by reference to such
exhibit.<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*
15 Press Release of the Company and CA, issued November
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 7, 1996
CHEYENNE SOFTWARE, INC.
By
/s/ Elliott Levine
Name: Elliot Levine
Title: Executive Vice
President,
Senior Financial
Officer
and Treasurer
-3-
EXHIBIT 15
Contact: Doug Robinson - Bob Gordon -
CA Investor Relations CA Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
Elliot Levine - Cheyenne EVP/CFO
(516) 465-4000
COMPUTER ASSOCIATES ANNOUNCES DELAWARE COURT HAS DENIED
MOTION TO ENJOIN CONSUMMATION OF CHEYENNE TENDER OFFER
ISLANDIA, NY and ROSLYN HEIGHTS, NY, November 7, 1996 -
Computer Associates International, Inc. (NYSE: CA) and Cheyenne
Software, Inc. (AMEX: CYE) announced today that the Delaware
Chancery Court has denied a motion to preliminarily enjoin
consummation of the tender offer by CA for all the outstanding
shares of Cheyenne common stock, at a price of $30.50 per
share. The motion was based on the alleged failure by Cheyenne
and the members of its Board of Directors to disclose to
shareholders certain financial information considered in
connection with the tender offer. The offer is scheduled to
expire at 12:00 midnight, New York City time, on Friday,
November 8, 1996.
Computer Associates International, Inc. (NYSE: CA), with
headquarters in Islandia, NY, is the world leader in mission-
critical software. The company develops, licenses, and
supports more than 500 integrated products that include
enterprise computing and information management, application
development, manufacturing and financial applications. CA has
9000 people in 130 offices in 40 countries and had revenue of
more than $3.5 billion in fiscal year 1996. CA can be reached
by visiting http://www.cai.com on the World Wide Web, emailing
[email protected], or calling 1-516-342-5224.
Cheyenne Software, Inc. is an international developer of
essential software solutions for NetWare, Windows NT, UNIX,
Macintosh, OS/2, Windows 3.1 and Windows 95 operating systems.
Its enterprise-wide offerings include an array of storage
management, security, and communications products, including
Cheyenne [registered trademark] HSM, JETserve [trademark], InocuLAN
[trademark], FAXserve [trademark], and its flagship product line,
the ARCserve [registered trademark] family of network backup
software. Cheyenne can be contacted at (800) 243-9462 (U.S. or
Canada) or (516) 465-4000, or by visiting its WWW home page at:
http://www.cheyenne.com.
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