SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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. 3 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 "Sched-
ule 14D-1"), filed by Tse-tsehese-staestse, Inc., a Delaware
corporation (the "Purchaser"), which is a wholly owned subsid-
iary of Computer Associates International, Inc., a Delaware
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 13 to the Schedule 14D-9 is the 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 re-
vised opinion replaces the opinion previously filed as Exhibit
3 to the Schedule 14D-9 and is identical to such opinion except
that the following sentence replaces in its entirety the first
sentence of the second to last paragraph of the original opin-
ion:
Our engagement and the opinion expressed herein
are for the benefit of the Company's Board of
Directors and are not on behalf of, and are not
intended to confer rights or remedies upon, the
Acquiror, Merger Subsidiary, any shareholders of
the Company or Acquiror or any other person.
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.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(1) On November 4, 1996, the Company and CA issued a press
release announcing that a hearing had been scheduled for
November 6, 1996 in the Delaware Chancery Court on a motion for
a preliminary injunction against consummation of the Offer and
the Merger. Cheyenne and CA believe that the motion for
preliminary injunction is without merit and will be denied at
the hearing. The motion was filed on October 21, 1996 in
connection with a previously disclosed amendment to a purported
class action complaint which had originally been filed against
Cheyenne and the members of Cheyenne's board of directors in
April 1996 (a copy of which amended complaint is filed as
Exhibit 9 to the Schedule 14D-9 and is incorporated herein by
reference). A copy of the press release issued by the <PAGE>
Company and CA is attached hereto as Exhibit 12 and
incorporated herein by reference; the foregoing description is
qualified in its entirety by reference to such exhibits.
(2) On November 4, 1996, CA and the Purchaser filed with the
Commission Amendment No. 3 to their Schedule 14D-1, which in-
cluded, among other things, the following clarification:
Notwithstanding anything to the contrary
set forth in the Offer to Purchase, in response to
any condition to the Offer not being satisfied, [the
Purchaser] may not upon expiration of the Offer (and
without extending the period of time for which the
Offer is open) delay acceptance for payment or pay-
ment for Shares until such time as such condition is
satisfied or waived; provided that, subject to the
applicable regulations of the Securities and Exchange
Commission, [the Purchaser] reserves the right, in
its sole discretion (but subject to the terms of the
Merger Agreement), at any time and from time to time,
to delay acceptance for payment of, or, regardless of
whether such Shares were theretofore accepted for
payment, pay for, any Shares in order to comply with
any applicable law.
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 (At-
tached as Annex B to Schedule 14D-9 mailed to stock-
holders)*
4 Press Release of the Company and CA, issued Octo-
ber 7, 1996*
5 Confidentiality Agreement dated October 1, 1996 be-
tween CA and the Company*
6 Article Nine of the Restated Certificate of Incorpo-
ration 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
* 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 4, 1996
CHEYENNE SOFTWARE, INC.
By /s/ Elliott Levine
Name: Elliot Levine
Title: Executive Vice Presi-
dent,
Senior Financial Of-
ficer
and Treasurer
-3-
Exhibit 12
Contact: Doug Robinson - CA Investor Relations Bob Gordon - CA Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
Elliot Levine - Cheyenne EVP/CFO
(516) 465-4000
COMPUTER ASSOCIATES AND CHEYENNE ANNOUNCE HEARING DATE
FOR MOTION TO ENJOIN; TENDER OFFER EXPECTED TO CLOSE THIS WEEK
ISLANDIA, NY and ROSLYN HEIGHTS, NY, November 4, 1996 - Computer Associates
International, Inc. (NYSE: CA) and Cheyenne Software, Inc. (AMEX:CYE) announced
today that a hearing has been scheduled for November 6, 1996 in the Delaware
Chancery Court on a motion to preliminarily enjoin consummation of CA's tender
to acquire Cheyenne. The tender offer is scheduled to expire at midnight on
Friday, November 8, 1996. Cheyenne and CA believe that the motion is without
merit.
The motion relates to an amendment to a purported class action complaint
originally filed against Cheyenne and the members of Cheyenne's board of
directors in April 1996. The complaint, as amended, alleges that Cheyenne's
directors breached their fiduciary duties by rejecting an earlier request of
McAfee Associates, Inc. to negotiate a merger of Cheyenne and McAfee and by
agreeing to the proposed transaction with CA. It is further alleged in the
amended complaint that Cheyenne's failure to disclose certain investment banker
analyses constituted a breach of the directors' duty of candor to Cheyenne's
shareholders. The amended complaint also names CA as a party to the
litigation. A copy of the amended complaint has been previously filed with
the Securities and Exchange Commission as an exhibit to CA's Schedule 14D-1
and Cheyenne's Schedule 14D-9. Both Cheyenne and CA deny any wrongdoing and
will defend the action vigorously.
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 Mark] HSM, JETserve [Trademark], InocuLAN [Trademark], FAXserve
[Trademark], and its flagship product line, the ARCserve [Registered Mark]
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.
###
Exhibit 13
[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;
(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;<PAGE>
(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 and are not on
behalf of, and are not intended to confer rights or remedies
upon, the Acquiror, Merger Subsidiary, any shareholders of the
Company or Acquiror or any other person. It is understood that
this letter may not be disclosed or otherwise referred to
without our prior consent, except as may otherwise be required
by law or by a court of competent jurisdiction.<PAGE>
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
