SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 11, 1996
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Date of report [Date of earliest event reported])
CHEYENNE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-9189 13-3175893
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(State or other (Commission) (I.R.S. Employer
jurisdiction of File Number) Identification No.)
3 Expressway Plaza, Roslyn Heights, NY 11577
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(Address of principal executive office) (Zip Code)
516- 465-4000
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(Registrant's telephone, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1 Changes in Control of Registrant.
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(a) On October 11, 1996, pursuant to a definitive Agreement and
Plan of Merger dated as of October 7, 1996 (the "Merger Agreement")
among Cheyenne Software, Inc. ("Registrant"), Computer Associates
International, Inc. ("CA") and Tse-Tsehese-Staestse, Inc., a Delaware
corporation and a wholly owned subsidiary of CA ("Merger Subsidiary"),
Merger Subsidiary commenced a tender offer for all of the outstanding
shares of common stock of the Registrant at a price of $30.50 per share
in cash, which tender offer expired at 12:00 midnight (New York City
time) on November 8, 1996. On November 11, 1996, Merger Subsidiary
accepted for payment approximately 37.3 million shares of common stock
of the Registrant validly tendered in the offer which represented
approximately 98% of the then outstanding shares of Cheyenne.
Cash used to finance the purchase of the Registrant's common stock in
the offer came from CA's general corporate funds and from borrowings
under its existing $2 billion Credit Facility.
(b) The pending merger of the Registrant and Sub will become
effective as soon as practicable after the satisfaction of the
conditions set forth in, and subject to the terms of, the Merger
Agreement, but in no event earlier than November 30, 1996. Once the
pending merger becomes effective, the Registrant will become a wholly
owned subsidiary of CA.
Item 7 Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
1. Agreement and Plan of Merger dated as of October 7, 1996
among the Registrant, CA and Sub previously filed as an Exhibit to CA's
Schedule 14D-1 filed October 11, 1996 (File 005-37554) and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Cheyenne Software, Inc.
(Registrant)
By:/s/ Peter Schwartz
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Peter Schwartz
Vice President and Treasurer
(Principal Financial Officer)
Date: November 22, 1996
